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Full title: Motion for Order Authorizing the Assignment of the Estate's Interests in the Woolsey Fire Litigation Free and Clear of Liens, Claims and Interests Pursuant to 11 U.S.C. Section 363 and Approving Compromise with Overland & Overland Pursuant to Federal Rule of Bankruptcy Procedure 9019; Memorandum of Points and Authorities; Declaration of Elissa D. Miller in Support with Proof of Service Filed by Trustee Elissa Miller (TR) (Ekvall, Lei Lei) (Entered: 03/01/2021)

Document posted on Feb 28, 2021 in the bankruptcy, 27 pages and 0 tables.

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1 Any liens, claims, encumbrances, or other interests of the Debtor’s creditors or 2 other entities that may assert an interest in the Debtor’s right to attorneys’ fees or other 3 compensation relating to the Clients shall attach only to the Estate Allocation, to the 4 same extent, priority, and validity (if any) that such liens, claims, encumbrances, or other5 interests had prior to consummation of the Agreement, and subject to any claims or 6 defenses the Trustee or the Estate may have.The assignment to O&O, including without limitation the O&O Allocation, shall be free and clear of all liens, claims, encumbrances, and other interests pursuant to Bankruptcy Code section 363(f), including but not limited to (i) any purported liens, assignments, encumbrances, or other purported transfers to litigation funders or other creditors of the Debtor, and (ii) any purported assignments or transfers (or agreements to a substitution of counsel or notice of association or appearance) by the Debtor.Any liens, claims, encumbrances, or other interests of the Debtor’s creditors or other entities that may assert an interest in the Debtor’s right to attorneys’ fees or other compensation relating to the Clients shall attach only to the Estate Allocation, to the same extent, priority, and validity (if any) that such liens, claims, encumbrances, or other interests had prior to consummation of this Agreement, and subject to any claims or defenses the Trustee or the Estate may have.Neither O&O nor the Trustee shall make any voluntary assignment, voluntary referral, or other voluntary transfer that would cause fees that would otherwise be Fees to be paid to any other counsel, entity, or person, unless such assignment, referral, or other transfer (i) by O&O is solely out of the O&O Allocation, or (ii) by the Trustee (and with Bankruptcy Court approval) is solely out of the Estate Allocation.The form and substance of the order approving this Agreement shall include determinations by the Bankruptcy Court that (i) the Trustee has authority to enter into this Agreement and to consummate the transactions contemplated hereby, (ii) the assignment and transfer of any rights to payment or other property is free and clear of all claims, liens, encumbrances, and other interests against the Debtor, (iii) any asserted claims, liens, encumbrances, or other interests against the Debtor or its property shall attach only to the Estate Allocation, to the same extent, priority, and validity (if any) that such liens, claims, encumbrances, or other interests had prior to consummation of this Agreement, and subject to any claims or defenses the Trustee or the Estate may have; such claims, liens encumbrances, or other interests shall not attach to the O&O Allocation, (iv) O&O is assuming no liabilities of the Estate, the Debtor, or any partners, members, attorneys, insiders, affiliates, or employees thereof, whether under contract, tort, or otherwise, (v) the Federal Rule of Evidence 502(d) p

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1 SMILEY WANG-EKVALL, LLP Lei Lei Wang Ekvall, State Bar No. 163047 2 lekvall@swelawfirm.com Philip E. Strok, State Bar No. 169296 3 pstrok@swelawfirm.com Timothy W. Evanston, State Bar No. 319342 4 tevanston@swelawfirm.com 3200 Park Center Drive, Suite 250 5 Costa Mesa, California 92626 Telephone: 714 445-1000 6 Facsimile: 714 445-1002 7 Attorneys for Elissa D. Miller, Chapter 7 Trustee 8 UNITED STATES BANKRUPTCY COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 LOS ANGELES DIVISION 11 2 In re Case No. 2:20-bk-21022-BR 0 0 92626 4 445-1 1123 G IRARDI KEESE, C hapter 7 ornia ax 71 MOTION FOR ORDER AUTHORIZING a, Calif00 • F 14 TINHTEE ARSESSITGSN IMN ETNHTE OWFO TOHLES EESYT FAIRTEE' S s0 15 LITIGATION FREE AND CLEAR OF e1 M5- LIENS, CLAIMS AND INTERESTS a 4 ost4 4 16 PURSUANT TO 11 U.S.C. § 363 AND C71 APPROVING COMPROMISE WITH el 17 OVERLAND & OVERLAND PURSUANT T TO FEDERAL RULE OF BANKRUPTCY 18 Debtor. PROCEDURE 9019; MEMORANDUM OF POINTS AND AUTHORITIES; 19 DECLARATION OF ELISSA D. MILLER IN SUPPORT 20 [No Hearing Required Pursuant to 21 Local Bankruptcy Rule 9013-1(o)] 22 23 TO THE HONORABLE BARRY RUSSELL, UNITED STATES BANKRUPTCY JUDGE: 24 Elissa D. Miller, the chapter 7 trustee for the bankruptcy estate of Girardi Keese 25 (the "Trustee"), submits this Motion for Order Authorizing the Assignment of the Estate's 26 Interests in the Woolsey Fire Litigation Free and Clear of Liens, Claims and Interests 27 Pursuant to 11 U.S.C. § 363 and Approving Compromise with Overland & Overland

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1 Motion, the Trustee submits the following memorandum of points and authorities and the2 attached Declaration of Elissa D. Miller. 3 4 I. INTRODUCTION 5 Prior to the involuntary petition, Girardi Keese (the "Debtor") was a prominent 6 plaintiff's law firm representing clients in the areas of personal injury, defective products, 7 sexual abuse, toxic torts, business law, employment law, and aviation law. Since her 8 appointment, the Trustee and her counsel have diligently worked to analyze the Debtor's9 pending cases. To protect the Debtor's clients, the Trustee and her counsel have 10 engaged in discussions with reputable law firms to discuss the possibility of transferring 11 some or all of the Debtor's pending cases to qualified and experienced counsel. 2 0 0 92626 4 445-1 1123 SouthePrnre C-paelitfiotironnia, tEhdei sDoenb itno rc roenpnreecsteionnte wd iathp pthroex Nimoavetemlyb ae rd 2o0z1e8n Wplaoionltsifefsy aFgiraei nins tL os ornia ax 71 a, Calif00 • F 14 Angeles and Ventura counties (the "Woolsey Fire Litigation"). In December 2020, Shans0 15 Paquette and the Paquette Family Trust, two of the Debtor's former clients in the e1 M5- a 4 ost4 4 16 Woolsey Fire Litigation, opted to substitute Overland & Overland ("O&O") in as their C1 7 el 17 counsel in the litigation. T 18 The proposed assignment, which is subject to each client's consent, is in the best 19 interest of the Estate and the clients are assured of being represented by counsel. 20 Additionally, the Estate will collect 35% of any contingency fees earned, plus costs, in th21 Woolsey Fire Litigation, which is a good outcome for the Estate. For these reasons, the 22 Motion should be granted. 23 24 II. BACKGROUND 25 A. The Debtor's Bankruptcy Case 26 The Debtor was a well-respected plaintiff's law firm based in Los Angeles, 27 California. On December 18, 2020, petitioning creditors Jill O'Callahan, as successor in

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1 Antonio, and Kimberly Archie (collectively, the "Petitioning Creditors") filed an involuntary2 chapter 7 bankruptcy petition against the Debtor.1 On December 24, 2020, the 3 Petitioning Creditors filed a Motion for Appointment of Interim Trustee Pursuant to 4 11 U.S.C. § 303(g) [Docket No. 12]. The Court entered an order granting the motion on 5 January 5, 2021 [Docket No. 45]. On January 6, 2021, the Trustee was appointed as th6 interim trustee [Docket No. 50]. 7 On January 13, 2021, the Court entered an Order Directing: (1) The Clerk of Cour8 to Immediately Enter an Order for Relief under Chapter 7; (2) The United States Trustee 9 to Immediately Appoint a Chapter 7 Trustee; (3) The Debtor to File All Schedules and 10 Related Documentation for Chapter 7 Case within Fourteen Days of the Entry of this 11 Order; and (4) Vacating February 16, 2021 Status Conference [Docket No. 68]. On 2 0 0 92626 4 445-1 1123 J[Daoncukaeryt N1o3., 6290]2, 1a,n tdh eth Cel eTrrku sotfe Ceo wuarts e anpteproeindt eadn aonrdde ar cfocre preteliedf haegra ainpspto tihnetm Deenbt tionr the ornia ax 71 a, Calif00 • F 14 Debtor's case [Docket No. 71]. s0 15 B. The Debtor's Pending Cases e1 M5- a 4 ost4 4 16 As of the filing of the involuntary petition against the Debtor, the Debtor was C1 7 el 17 counsel of record in a significant number of cases which were undertaken on a T 18 contingency fee basis. Unfortunately, by the time the Trustee was appointed in the 19 Debtor's case, most of the Debtor's attorneys and staff had resigned or moved on from 20 the firm. Accordingly, the Debtor is not in a position where it can continue to represent it21 clients in its pending matters. Since her appointment, the protection of the clients' rights 22 has been one of the Trustee's highest concerns. As a result, the Trustee and her 23 counsel have initiated discussions with a number of law firms, with the goal of transferrin24 some or all of the Debtor's pending cases to counsel. See Declaration of Elissa D. Miller25 26 1 The Petitioning Creditors also filed an involuntary chapter 7 bankruptcy petition 27 against Thomas V. Girardi, which is currently pending as Bankruptcy Case No. 2:20-bk-21020-BR.

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1 C. The O&O Agreement 2 The Debtor was counsel of record for approximately a dozen victims ("Clients") of 3 the November 2018 Woolsey Fire in Los Angeles and Ventura counties (the "Woolsey 4 Fire Litigation"). On December 23, 2020, O&O replaced the Debtor as counsel of record5 for Shane Paquette and the Paquette Family Trust, two of the Debtor's Clients in the 6 Woolsey Fire Litigation. The Debtor's claim to fees and costs in the Woolsey Fire 7 Litigation is an asset of value. 8 The Debtor is not able to continue to perform as counsel for the other Clients and 9 O&O wishes to substitute in as counsel for all the Clients, subject to each Client's written10 consent. Accordingly, the Trustee and O&O entered into a settlement agreement, 11 whereby the Trustee agreed to transfer the Estate's interest in the Woolsey Fire Litigatio2 0 0 92626 4 445-1 1123 to O&O (the "A1.g reemAellnot"c)a. t iTohne osfa Flieenets t e rms of the Agreement are as follows: ornia ax 71 a, Calif00 • F 14 All fees that may be received by O&O or the Debtor on account of the s0 15 representation of the Clients in the Woolsey Fire Litigation (including Shane Paquette ane1 M5- a 4 ost4 4 16 the Paquette Family Trust), net of (i) referral fees, and (ii) any common benefit C1 7 el 17 assessments ("Fees"), shall be allocated as follows: T 18 (a) To the Trustee for the benefit of the Estate, 35% of the Fees after 19 deducting costs (the “Estate Allocation”); and 20 (b) To O&O, 65% of the Fees after deducting Costs (the “O&O 21 Allocation”). 22 O&O agrees to assume the representation of the Clients under the same fee 23 structure as that which was agreed to in writing between the Clients and the Debtor. 24 It is understood and acknowledged that the Debtor has advanced or otherwise 25 incurred costs in the Woolsey Fire Litigation, some of which may be claims in the 26 Bankruptcy Case, and reimbursement for such costs will be made to the Estate as part o27 the Estate Allocation.

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1 2. Payment Of Allocated Fees 2 All Fees shall be initially payable to a trust fund administered by O&O. Within 30 3 days of receipt, O&O shall calculate the O&O Allocation and the Estate Allocation and 4 notify the Trustee of the proposed allocation. If the Trustee does not object to the 5 proposed allocation within 14 days after such notice, O&O shall distribute the Fees in 6 accordance with the proposed allocation. If the Trustee does object, O&O shall reserve 7 such amount as would be necessary to satisfy the Trustee’s objection, if sustained, and 8 may distribute the remainder. The Trustee and O&O agree to attempt to resolve any 9 dispute promptly, which resolution shall be subject to approval under Bankruptcy 10 Rule 9019. If the parties cannot resolve their dispute within 30 days, the matter will be 11 submitted to the Bankruptcy Court. 2 0 0 92626 4 445-1 1123 O&O a3n.d the CEostmatme osnha Dll esfeepnasrea tBeleyn reeftiat inC l1a0im0% of any common defense/benefitornia ax 71 a, Calif00 • F 14 fund claim owing to them, and each shall be separately responsible for all costs, s0 15 expenses, and other charges associated with their respective claims. e1 M5- a 4 ost4 4 16 4. Assignment Of All Other Rights / Free And Clear Assignment. C1 7 el 17 Subject to the fee sharing agreement set forth above, all of the Debtor’s and the T 18 Estate’s interests in the Woolsey Fire Litigation shall be assigned to O&O "as-is", "where19 is", and without representation or warranty of any kind by the Trustee including, without 20 limitation, any representation or warranty as to the Clients or the continued 21 representation of the Clients by O&O. 22 The assignment to O&O, including without limitation the O&O Allocation, shall be 23 free and clear of all liens, claims, encumbrances, and other interests pursuant to 24 Bankruptcy Code section 363(f), including but not limited to (i) any purported liens, 25 assignments, encumbrances, or other purported transfers to litigation funders or other 26 creditors of the Debtor, and (ii) any purported assignments or transfers (or agreements t27 a substitution of counsel or notice of association or appearance) by the Debtor.

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1 Any liens, claims, encumbrances, or other interests of the Debtor’s creditors or 2 other entities that may assert an interest in the Debtor’s right to attorneys’ fees or other 3 compensation relating to the Clients shall attach only to the Estate Allocation, to the 4 same extent, priority, and validity (if any) that such liens, claims, encumbrances, or other5 interests had prior to consummation of the Agreement, and subject to any claims or 6 defenses the Trustee or the Estate may have. The O&O Allocation shall be free and 7 clear of such liens, claims, encumbrances, or other interests. For the avoidance of doub 8 O&O is assuming no liabilities of the Estate, the Debtor, or any current or former 9 partners, members, attorneys, insiders, affiliates, or employees thereof, whether under 10 contract, tort, or otherwise. 11 5. Withdrawal And Substitution Of Debtor As Counsel and Lien in 2 0 0 92626 4 445-1 1123 The Trustee aFnadv Oor& oOf sthhea llE tsatkaet ea ll steps reasonably necessary to cause the ornia ax 71 a, Calif00 • F 14 Debtor to be substituted out and O&O to be substituted in as counsel for the Clients in s0 15 the Woolsey Fire Litigation. The Trustee shall coordinate with O&O to provide for the e1 M5- a 4 ost4 4 16 smooth transition of the cases and to notify the Clients that their cases will be handled C1 7 el 17 solely by O&O. O&O agrees and the Clients shall acknowledge and agree that the T 18 Estate has a lien in the Woolsey Fire Litigation for the Estate Allocation and Costs 19 advanced or otherwise incurred by the Debtor. The lien will attach to any recovery the 20 Clients may obtain in the Woolsey Fire Litigation, whether by arbitration award, judgment21 settlement, or otherwise. The Trustee, on behalf of the Debtor and the Estate, is hereby 22 authorized to take all steps deemed necessary by the Trustee to protect and preserve th23 lien. 24 Immediately upon execution of the Agreement, the Trustee consents to O&O 25 communicating to the Clients the existence and/or terms of the Agreement, provided that26 prior to Bankruptcy Court approval of the Agreement, any such communication note that 27 the Agreement is subject to such approval.

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1 6. Bankruptcy Court Approval 2 The terms of the Agreement, and the effectiveness thereof, are subject to Court 3 approval. 4 A true and correct copy of the Agreement which fully sets forth the terms of the 5 Agreement, is attached hereto as Exhibit "1." 6 7 III. MEMORANDUM OF POINTS AND AUTHORITIES 8 A. The Court Can Authorize the Assignment Under 11 U.S.C. § 363(b) 9 Section 363(b) of the Bankruptcy Code empowers a trustee to "use, sell or 10 lease…other than in the ordinary course of business, property of the estate…" A 11 transaction outside the ordinary course of business is appropriate when proposed in goo2 0 0 92626 4 445-1 1123 fpariothp oasnedd s turapnpsoartcetdio nb yt oa ussoeu nodr soerl lv parliodp beurtsyi noef sths eju esstitfaictea,t ioconu. r Itns lcooonks aidte wrahteiothne or ft hae ornia ax 71 a, Calif00 • F 14 transaction is in the best interests of the estate based on the facts and history of the s0 15 case. In re America West Airlines, 166 B.R. 908, 912 (Bankr. D. Ariz.1994) (citing In re e1 M5- a 4 ost4 4 16 Lionel Corp., 722 F.2d 1063, 1071 (2d Cir. 1983)). This requires examination of the C1 7 el 17 "business justification" for the proposed transaction. In re 240 North Brand Partners, T 18 Ltd., 200 B.R. 653, 659 (B.A.P. 9th Cir. 1996); In re Ernst Home Center, Inc., 209 B.R. 19 974 (Bankr. W.D. Wash. 1997). A trustee's business judgment is subject to great judicial20 deference. See In re Lahijiani, 325 B.R. 282, 289 (B.A.P. 9th Cir. 2005); see also In re 21 MF Global, Inc., 535 B.R. 596, 605 (Bankr. S.D.N.Y. 2015); GBL Holding Co., Inc. v. 22 Blackburn/Travis/Cole, Ltd., 331 B.R. 251, 255 (N.D. Tex. 2005); In re Psychrometric 23 Systems, Inc., 367 B.R. 670, 674 (Bankr. D. Colo. 2007). 24 The proposed assignment is in the best interests of the Estate and has been 25 proposed in good faith. Under the Agreement, the Estate will realize 35% of any 26 contingency fees earned plus costs on terms that are fair to the Estate. Finally, the 27 Agreement is the product of the Trustee's arms-length negotiations with O&O.

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1 O&O stepped in to represent the Paquettes and is already familiar with the 2 litigation. O&O was willing to undertake the prosecution of the remaining Woolsey Fire 3 Litigation clients on terms that were satisfactory to the Trustee. There is a valid busines4 justification for the Agreement, and the Agreement is in the best interests of the Estate. 5 See Declaration of Elissa D. Miller. For these reasons, the Court should authorize the 6 assignment under the Agreement under 11 U.S.C. § 363(b). 7 B. The Court May Authorize the Assignment of the Estate's Interests in 8 the Woolsey Fire Litigation Free and Clear of Any Liens and Interests 9 Under 11 U.S.C. § 363(f) 10 As noted earlier, the O&O Agreement provides that any creditors of the Debtor 11 that may hold an interest in the Debtor's future recovered attorneys' fees may only assert2 0 0 92626 4 445-1 1123 sSuimchp liyn tpeuret,s ctsre adgitaoirnss ct athne o Enslyta atess Aelrlto tchaetiior nc.la iTmhse saen dc lianitmerse asrtse augnaiqinuset ttoh eth De eDbetobrt,o nr.o t ornia ax 71 a, Calif00 • F 14 against O&O or the O&O Allocation. To make clear that these creditors' potential s0 15 interests are only against the Estate Allocations, the Trustee seeks Court approval to e1 M5- a 4 ost4 4 16 authorize the assignment contemplated in the Agreement to be free and clear of any C1 7 el 17 liens, claims and interests under 11 U.S.C. § 363(f). T 18 The Court can authorize the assignment of the Estate's interests in the Woolsey 19 Fire Litigation free and clear of any liens, claims and interests under 11 U.S.C. § 363(f). 20 Section 363(f) provides the following: 21 (f) The trustee may sell property under subsection (b) or (c) of this section free and clear of any interest in such property of an entity other than the 22 estate, only if— 23 (1) applicable nonbankruptcy law permits sale of such property free and clear of such interest; 24 (2) such entity consents; 25 (3) such interest is a lien and the price at which such property is to 26 be sold is greater than the aggregate value of all liens on such property; 27 (4) such interest is in bona fide dispute; or

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1 (5) such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest 2 3 Because 11 U.S.C. § 363(f) is written in the disjunctive, the Court may authorize 4 the assignment free and clear of any interests if any of the conditions are met. 5 The Court can authorize assignment of the Estate's interests in the Woolsey Fire 6 Litigation free and clear of any liens, claims and interests under 11 U.S.C. § 363(f)(5). 7 Section 363(f)(5) "requires that there be, or that there be the possibility of, some 8 proceeding, either at law or at equity, in which the nondebtor could be forced to accept 9 money in satisfaction of its interest." Clear Channel Outdoor, Inc. v. Knupfer (In re PW, 10 LLC), 391 B.R. 25, 45 (B.A.P. 9th Cir. 2008). The California Commercial Code provides 11 for a proceeding where the nondebtor could be forced to accept money satisfaction of its2 0 0 92626 4 445-1 1123 imntaeyr essetl.l … Uonrd oetrh Cerawliifsoern diais Cpoosmem oef racniayl oCro adlle t h§e 9 c6o1l0la(tae)r,a "l[ ain]f tietsr pdreefsaeunltt, cao snedcituiorend o pr arty ornia ax 71 a, Calif00 • F 14 following any commercially reasonable preparation or processing." See California s0 15 Commercial Code § 9610(a). Further, "[a] secured party shall apply…the cash proceedse1 M5- a 4 ost4 4 16 of disposition under Section 9610... [to] the satisfaction of obligations secured by the C1 7 el 17 security interest…[and] the satisfaction of obligations secured by any subordinate T 18 security interest…" See California Commercial Code § 9615(a). Here, because any 19 party that potentially holds a security interest in the Estate's fees from the Woolsey Fire 20 Litigation can be compelled to accept a money satisfaction under California Commercial 21 Code §§ 9610(a) and 9615(a), 11 U.S.C. § 363(f)(5) applies. Thus, the Court may 22 authorize the assignment contemplated in the Agreement free and clear of any liens, 23 claims and interests under 11 U.S.C. § 363(f)(5). 24 C. The Court Can Approve the Agreement 25 Federal Rule of Bankruptcy Procedure ("FRBP") 9019(a) provides, in part, that a 26 court may approve a compromise per motion by the trustee and after a hearing on notice27 to the debtor, all creditors, and all interested parties. The standard to be applied to the

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1 difficulties in collection on a judgment, the complexity of the matter, the expense, 2 inconvenience or delay occasioned by resolution through litigation, and interests of 3 creditors, and the reasonableness of the compromise. In re A & C Properties, 784 F.2d 4 1377, 1380-81 (9th Cir. 1986). 5 "The bankruptcy court has great latitude in approving compromising agreements." 6 See id. In approving a settlement agreement, the court must find that it is fair and 7 equitable and the product of good-faith negotiations. See id. Generally speaking, the 8 court may defer to the business judgment of the debtor-in-possession or trustee in 9 deciding whether to settle a matter. See In re Mickey Thompson Entertainment Group, 10 Inc., 292 B.R. 415, 420 (B.A.P. 9th Cir. 2003). The court need not conclude that the 11 proposed settlement is the best possible compromise, but only that the settlement is 2 0 0 92626 4 445-1 1123 "Awltiethrnina ttihvee sre, aInsco.n, a3b4l4e Bra.Rng. e2 9o1f ,l i2ti9g6a t(ioBna npkors. sDib. iDliteiel.s .2"0 0S6e)e. ISn imrei lWarolyr,l dth Hee caoltuhr t need not,ornia ax 71 a, Calif00 • F 14 and should not conduct a "mini-trial" on the compromised claims but simply determine s0 15 that disputes related to those claims exist. See In re Schmitt, 215 B.R. 417, 423 (B.A.P. e1 M5- a 4 ost4 4 16 9th Cir. 1997) ("When assessing a compromise, courts need not rule upon disputed factsC1 7 el 17 and questions of law, but rather only canvass the issues. A mini-trial on the merits is notT 18 required."); see also, In re Hermitage Inn, Inc., 66 B.R. 71, 72 (Bankr. D. Colo. 1986) 19 ("[T]he court's assessment does not require resolution of the issues, but only their 20 identification, so that the reasonableness of the settlement may be evaluated."). It is 21 enough that the court conclude the probability of success is uncertain. See, e.g., In re 22 America West Airlines, Inc., 214 B.R. 382, 386 (Bankr. D. Ariz. 1997). 23 The Agreement is reasonable and in the best interest of the Debtor's creditors. 24 Pursuant to the O&O Agreement, the Estate will receive 35% of the fees recovered for 25 the Clients in the Woolsey Fire Litigation and all of its costs. This result greatly benefits 26 the Estate. The recovered fees are expected to be a valuable asset for the Estate. The 27 Agreement is in the best interest of the Estate because it is reasonable and will likely

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1 yield a recovery for the Estate that is greater than what the Estate would recover litigatin2 a quantum meruit claim. 3 The Agreement is also in the best interest of the Debtor's clients. While the 4 decision to choose and retain counsel rests with the clients, the Agreement will provide 5 the Debtor's clients in the Woolsey Fire Litigation with the opportunity to continue with 6 reputable and experienced counsel through the proposed representation. Moreover, the 7 Debtor's clients will be represented by counsel who is already familiar with the respective8 cases. Ultimately, if the clients opt for the proposed representation, they will be 9 represented by counsel that is already knowledgeable about the case and is experience10 and qualified. Thus, the Agreement is in the best interests of the clients. 11 D. Waiver of 14-Day Stay Set Forth in FRBP 6004(h) is Appropriate 2 0 0 92626 4 445-1 1123 propertFyR oBthPe r6 0th0a4n( hc)a psrho vciodlelast ethraalt is"[ as]tna yoerdd eurn atiul tthhoer eizxinpgir athtieo nu soef ,1 s4a dlea,y osr aleftaesr ee notfr y of ornia ax 71 a, Calif00 • F 14 the order, unless the court orders otherwise." Given the involuntary petition commenceds0 15 against the Debtor, it is in the best interests of the clients in the Woolsey Fire Litigation te1 M5- a 4 ost4 4 16 resolve any uncertainty they may have concerning who is representing them. Because C1 7 el 17 the Woolsey Fire Litigation is ongoing, resolving any confusion as quickly as possible is T 18 in the best interest of the clients. Waiver of the stay under FRBP 6004(h) will further 19 preserve the amount of fees the Estate can expect to collect pursuant to the Agreement. 20 For these reasons, waiver of the FRBP 6004(h) stay is appropriate. 21 22 IV. CONCLUSION 23 For these reasons, the Trustee respectfully requests that the Court enter an order24 providing for the following relief: 25 1. Granting the Motion; 26 2. Authorizing the Trustee to enter into the Agreement; 27 3. Approving the terms of the Agreement, a copy of which is attached hereto

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1 4. Authorizing the Trustee to execute any documents or take any actions 2 reasonably necessary to effectuate the terms of the Agreement; 3 5. Approving the transaction as contemplated in the Agreement pursuant to 4 11 U.S.C. § 363(b); 5 6. Authorizing and ordering the assignment and transfer of any rights or 6 payment to property as contemplated in the Agreement to be free and clear of all claims,7 liens, encumbrances, or other interests against the Debtor pursuant to 11 U.S.C. § 363(f8 7. Authorizing and ordering that any asserted claims, liens, encumbrances, or9 other interests against the Debtor will attach only to the Estate Allocation and not to the 10 O&O Allocation; 11 8. Finding that O&O are not assuming any liabilities of the Estate, the Debtor,2 0 0 92626 4 445-1 1123 ourn daenry cpoanrttrnaecrts, ,t omrte, morb eorths,e arwttiosren;e ys, insiders, affiliates, or employees thereof, whether ornia ax 71 a, Calif00 • F 14 9. Finding that the Federal Rule of Evidence 502(d) protections for attorney-s0 15 client privilege and work-product set forth in the Agreement apply; e1 M5- a 4 ost4 4 16 10. Authorizing the waiver of the 14-day period under FRBP 6004(h); and C1 7 el 17 11. For such other relief as the Court may deem just and necessary. T 18 19 DATED: March 1, 2021 Respectfully submitted, 20 SMILEY WANG-EKVALL, LLP 21 22 By: /s/ Lei Lei Wang Ekvall 23 LEI LEI WANG EKVALL Attorneys for Elissa D. Miller, Chapter 7 24 Trustee 25 26 27

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1 DECLARATION OF ELISSA D. MILLER 2 I, Elissa D. Miller, declare as follows: 3 1. I am the duly appointed Chapter 7 Trustee in the bankruptcy case of Girard 4 Keese. I am also a partner at the law firm SulmeyerKupetz. I know each of the following5 facts to be true of my own personal knowledge, except as otherwise stated and, if called 6 as a witness, I could and would competently testify with respect thereto. I make this 7 declaration in support of the Motion for Order Authorizing the Assignment of the Estate's 8 Interests in the Woolsey Fire Litigation Free and Clear of Liens, Claims and Interests 9 Pursuant to 11 U.S.C. § 363 and Approving Compromise with Overland & Overland 10 Pursuant to Federal Rule of Bankruptcy Procedure 9019 (the "Motion"). Unless 11 otherwise defined in this declaration, all terms defined in the Motion are incorporated 2 0 0 92626 4 445-1 1123 herein 2b.y this Trehfee rDeenbcteo.r was counsel of record in a significant number of pending casesornia ax 71 a, Calif00 • F 14 when the Petitioning Creditors commenced the involuntary petition against the Debtor. s0 15 The Debtor undertook these cases on a contingency fee basis. e1 M5- a 4 ost4 4 16 3. By the time I was appointed as the Chapter 7 Trustee, most of the Debtor'sC1 7 el 17 staff and attorneys had already resigned or moved on from the Debtor. Because of the T 18 exodus of employees, the Debtor cannot continue to represent its clients in its pending 19 matters. 20 4. Since my appointment, one of my highest priorities was ensuring that the 21 rights of the Debtor's current clients in pending matters were protected. In order to 22 protect these clients' rights, I immediately began to interview law firms—with the 23 assistance of my counsel—to explore the possibility of transferring the Debtor's pending 24 cases. The goal of my discussions with these law firms was to ultimately transfer some 25 or all of the pending cases to protect the clients' rights. 26 5. At the time of my appointment, the Debtor was counsel of record for 27 approximately a dozen victims ("Clients") of the November 2018 Woolsey Fire in Los

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1 6. On December 23, 2020, O&O replaced the Debtor as counsel of record for 2 Shane Paquette and the Paquette Family Trust, two of the Debtor's Clients in the 3 Woolsey Fire Litigation. The Debtor's claim to fees and costs in the Woolsey Fire 4 Litigation is an asset of value. 5 7. Recently, I entered into the Settlement Agreement on behalf of the Estate 6 whereby I agreed to transfer the Estate's interest in the Woolsey Fire Litigation to O&O. 7 A true and correct copy of the Settlement Agreement is attached hereto as Exhibit "1." 8 8. The Settlement Agreement is the product of my arms-length negotiations 9 with O&O and will allow the Estate to transfer the Woolsey Fire Litigation to O&O, while 10 allowing the Estate to collect 35% of the recovered attorneys' fees, plus its costs. 11 9. In my opinion and based on my business judgment, the Settlement 2 0 0 92626 4 445-1 1123 Ayigerlde eam reencot vise riny tfhoer tbhees Et sintatetere tshta ot fi sth ger eEastteart eth, abne cwahuaste t hit eis E rsetaasteo nwaobuleld a rnedc owviell rl ilkiteiglya tinornia ax 71 a, Calif00 • F 14 a quantum meruit claim. s0 15 10. In sum, I believe there is valid business justification for the Settlement e1 M5- a 4 ost4 4 16 Agreement, as the Settlement Agreement will result in the best outcome for the Estate C1 7 el 17 and the Debtor's clients. T 18 I declare under penalty of perjury under the laws of the United States of America 19 that the foregoing is true and correct. 20 Executed on this _2_6_th__ day of February, 2021, at __L_o_s_ A_n_g_e_le_s_______, 21 California. 22 23 ELISSA D. MILLER 24 25 26 27

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EXHIBIT "1"

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This Settlement Agreement (“Agreement”) is entered into by and between Elissa D. Miller (“Trustee”), solely in her capacity as trustee of the estate (“Estate”) of Girardi Keese (“Debtor”), the chapter 7 debtor in case number 2:20-bk-21022-BR (“Bankruptcy Case”) pending in the U.S. Bankruptcy Court for the Central District of California (“Bankruptcy Court”), on the one hand, and Overland & Overland (“O&O”), on the other hand. The Trustee and O&O may hereinafter be referred to individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, an involuntary chapter 7 bankruptcy petition was filed against the Debtor on December 18, 2020 (“Petition Date”), commencing the Bankruptcy Case [Docket No. 1]; WHEREAS, on January 5, 2021, the Bankruptcy Court ordered the appointment of an interim trustee [Docket No. 45]. The Trustee was appointed as interim trustee and accepted her appointment on January 6, 2021 [Docket No. 46]; WHEREAS, on January 13, 2021, the Bankruptcy Court entered an “Order Directing: (1) The Clerk of Court to Immediately Enter an Order for Relief under Chapter 7; (2) The United States Trustee to Immediately Appoint a Chapter 7 Trustee; (3) The Debtor to File All Schedules and Related Documentation for Chapter 7 Case within Fourteen Days of the Entry of this Order; and (4) Vacating February 16, 2021 Status Conference” [Docket No. 68]. On January 13, 2021, the Clerk of Court entered an order for relief against the Debtor [Docket No. 69], and the Trustee was appointed and accepted her appointment [Docket No. 70]; WHEREAS, prior to the Petition Date, the Debtor was counsel of record for approximately 16 victims ("Clients") of the November 2018 Woolsey Fire in Los Angeles and Ventura counties (the "Woolsey Fire Litigation"). WHEREAS, in December 23, 2020, O&O replaced the Debtor as counsel of record for Shane Paquette and the Paquette Family Trust, two of the Debtor's Clients in the Woolsey Fire Litigation; WHEREAS, the Debtor is not able to continue to perform as counsel for the other Clients; WHEREAS, O&O wishes to substitute in as counsel for all the Clients, subject to each Client's written consent; WHEREAS, following good faith, arm’s length negotiations, and to avoid the expense, delay, and risks of litigation, and to ensure continuous representation and a smooth transition for the Clients, the Parties desire to transfer the Debtor's files relating to the Woolsey Fire Litigation to O&O, pursuant to the terms and conditions as hereinafter set forth, and pursuant to Bankruptcy Code section 363 and Federal Rule of Bankruptcy Procedure 9019; 1 2857925.2

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NOW, THEREFORE, in consideration of the mutual terms and covenants to be performed by each of the Parties hereto, and subject to approval of this Agreement by the Bankruptcy Court, the Parties hereby agree as follows: TERMS AND CONDITIONS 1. Definitions. In addition to the definitions in the Recitals or otherwise in this Agreement, the followingdefinitions shall apply: “Clients” mean the Clients of the Debtor in the Woolsey Fire Litigation, including Shane Paquette and the Paquette Family Trust. For the avoidance of doubt, Clients shall not include any client that retains O&O after the Petition Date and that was not a client of the Debtor in the Woolsey Fire Litigation (i.e., totally new clients). “Costs” mean all reasonable costs incurred by the Debtor or O&O relating to the representation of the Clients in the Woolsey Fire Litigation, including (i) filing fees and other court costs, (ii) expert witness fees and expenses, (iii) client costs, (iv) discovery-related expenses, including reporter costs, transcript costs, and costs relating to document production and storage, (v) marketing expenses, (vi) steering committee contributions, and (vii) all costs and expenses ofcase management and accounting. All such costs are subject to documentation, whichdocumentation shall be provided to the Trustee and O&O. No interest shall accrue or be payableon account of Costs. “Fees” mean all fees that may be received by O&O or the Debtor on account of the representation of the Clients in the Woolsey Fire Litigation, net of (i) Referral Fees, and (ii) any common benefit assessments. O&O agrees to assume the representation of the Clients under the same fee structure as that which was agreed to in writing between the Clients and the Debtor. “Referral Fees” mean referral fees owing to third parties pursuant to enforceable and documented referral fee arrangements that were entered into prior to the Petition Date and disclosed in writing to both the Debtor and O&O. For the avoidance of doubt, Referral Fees shall not include any bonuses, salaries, draws, distributions, or other compensation or obligations paid or owing to current or former partners, members, attorneys, insiders, affiliates, or employees of the Debtor. 2. Allocation of Fees. a. All Fees shall be allocated as follows: To the Trustee for the benefit of the Estate, 35% of the Fees after deducting costs (the “Estate Allocation”); and To O&O, 65% of the Fees after deducting Costs (the “O&O Allocation”).

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b. It is understood and acknowledged that the Debtor has advanced or otherwiseincurred Costs in the Woolsey Fire Litigation, some of which may be claims in theBankruptcy Case, and reimbursement for such Costs will be made to the Estate aspart of the Estate Allocation. 3. Payment Of Allocated Fees. All Fees shall be initially payable to a trust fund administered by O&O. Within 30 days ofreceipt, O&O shall calculate the O&O Allocation and the Estate Allocation and notify the Trustee of the proposed allocation. If the Trustee does not object to the proposed allocation within 14 days after such notice, O&O shall distribute the Fees in accordance with the proposed allocation. If the Trustee does object, O&O shall reserve such amount as would be necessary to satisfy the Trustee’s objection, if sustained, and may distribute the remainder. The Parties agree to attempt to resolve any dispute promptly, which resolution shall be subject to approval under Bankruptcy Rule 9019. If the Parties cannot resolve their dispute within 30 days, the matter will be submitted to the Bankruptcy Court. 4. Common Defense Benefit Claim. O&O and the Estate shall separately retain 100% of any common defense/benefit fundclaim owing to them, and each shall be separately responsible for all costs, expenses, and other charges associated with their respective claims. 5. Assignment Of All Other Rights / Free And Clear Assignment. Subject to the fee sharing agreement set forth above and Section 11 below, all of theDebtor’s and the Estate’s interests in the Woolsey Fire Litigation shall be assigned to O&O "as-is", "where-is", and without representation or warranty of any kind by the Trustee including, without limitation, any representation or warranty as to the Clients or the continued representation of the Clients by O&O. The assignment to O&O, including without limitation the O&O Allocation, shall be free and clear of all liens, claims, encumbrances, and other interests pursuant to Bankruptcy Code section 363(f), including but not limited to (i) any purported liens, assignments, encumbrances, or other purported transfers to litigation funders or other creditors of the Debtor, and (ii) any purported assignments or transfers (or agreements to a substitution of counsel or notice of association or appearance) by the Debtor. Any liens, claims, encumbrances, or other interests of the Debtor’s creditors or other entities that may assert an interest in the Debtor’s right to attorneys’ fees or other compensation relating to the Clients shall attach only to the Estate Allocation, to the same extent, priority, and validity (if any) that such liens, claims, encumbrances, or other interests had prior to consummation of this Agreement, and subject to any claims or defenses the Trustee or the Estate may have. The O&O Allocation shall be free and clear of such liens, claims, encumbrances, or other interests. For the avoidance of doubt, O&O is assuming no liabilities of the Estate, the Debtor, or any current 3 2857925.2

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or former partners, members, attorneys, insiders, affiliates, or employees thereof, whether under contract, tort, or otherwise. 6. Withdrawal And Substitution Of Debtor As Counsel and Lien in Favor of the Estate. The Trustee and O&O shall take all steps reasonably necessary to cause the Debtor to besubstituted out and O&O to be substituted in as counsel for the Clients in the Woolsey Fire Litigation. The Trustee shall coordinate with O&O to provide for the smooth transition of the cases and to notify the Clients that their cases will be handled solely by O&O. O&O agrees and the Clients shall acknowledge and agree that the Estate has a lien in the Woolsey Fire Litigation for the Estate Allocation and Costs advanced or otherwise incurred by the Debtor. The lien will attach to any recovery the Clients may obtain in the Woolsey Fire Litigation, whether by arbitration award, judgment, settlement, or otherwise. The Trustee, on behalf of the Debtor and the Estate, is hereby authorized to take all steps deemed necessary by the Trustee to protect and preserve the lien. Immediately upon execution of this Agreement, the Trustee consents to O&O communicating to the Clients the existence and/or terms of this Agreement, provided that prior to Bankruptcy Court approval of this Agreement, any such communication note that the Agreement is subject to such approval. 7. Cooperation. The Parties shall cooperate in good faith to effectuate the terms of this Agreement,including (i) effectuating the transfer of all client and case files to O&O, (ii) filing of withdrawals and/or substitutions or disassociations of counsel, and (iii) preparing, executing or filing any documents necessary to acknowledge the Estate's lien as set forth in Section 6 of this Agreement. The Trustee and her counsel shall promptly direct all communications relating to the Woolsey Fire Litigation to O&O. Pursuant to Federal Rule of Evidence 502(d), the order approving this Agreement shall provide that no communications between the Trustee, O&O, and their counsel shall constitute a waiver of the Clients’ attorney-client privilege, attorney-client confidentiality of communications, or attorney work product relating to the Woolsey Fire Litigation. 8. Notices. Any notices required hereunder shall be provided in writing by overnight delivery or emailto the following:

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Trustee: Elissa D. Miller c/o SulmeyerKupetz 333 S Grand Ave #3400 Los Angeles, CA 90071 emiller@sulmeyerlaw.com with copies to: Lei Lei Wang Ekvall Philip E. Strok Smiley Wang-Ekvall, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 lekvall@swelawfirm.com pstrok@swelawfirm.com O&O: Courtney Overland Mark E. Overland Overland & Overland 100 Wilshire Boulevard, Suite 700 Santa Monica, CA 90401 courtney@overlaw.net 9. Entire Agreement. This Agreement constitutes the final and entire agreement between the Parties heretopertaining to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, and understandings of the Parties, whether oral or written, with respect to such subject matter. 10. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the successors, assigns,heirs, executors, administrators, etc. of each of the Parties, including but not limited to any successor trustee and the Debtor after the case is dismissed or closed. 11. No Assignments or Delegation of Rights. Neither Party hereto has assigned or delegated any rights to any other party or person anyof the rights or interests related to any claim which may be subject to the terms of this Agreement. Neither O&O nor the Trustee shall make any voluntary assignment, voluntary referral, or other voluntary transfer that would cause fees that would otherwise be Fees to be paid to any other

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counsel, entity, or person, unless such assignment, referral, or other transfer (i) by O&O is solely out of the O&O Allocation, or (ii) by the Trustee (and with Bankruptcy Court approval) is solely out of the Estate Allocation. Any such assignment or other transfer shall be subject to the reasonable consent of the other Party. 12. Jurisdiction and Venue. Any action to enforce this Agreement must be brought in the Bankruptcy Court. TheParties each hereby waive their right to trial by jury, if any, in connection with any such legal action. The Parties consent to entry of a final judgment or order by the Bankruptcy Court as a core matter. 13. Modification. This Agreement may be modified only by a writing executed by the Party to this Agreementagainst whom enforcement of such modification is sought. 14. Further Assurances. The Parties shall take all further acts and sign all further documents necessary orconvenient to effectuate the purpose of this Agreement. Subject to the Bankruptcy Court’s approval, the order approving this Agreement shall relieve the Trustee of the obligation of signing amendments and/or substitutions for individual Clients (unless such signature is required by another court or governmental authority with relevant jurisdiction). 15. Signature and Execution. A signed copy of this Agreement shall have the same force and effect as the original. ThisAgreement may be executed in counterparts, each of which is deemed to be an original, but such counterparts together shall constitute one and the same instrument. 16. Severability. In the event that any court determines that any provision of this Agreement isunenforceable, the provision at issue shall be enforced to the maximum extent permitted by law, and all other provisions shall remain in full effect. 17. Full Authority to Sign Agreement. Any individual signing on behalf of any Party hereto expressly represents and warrants toeach other Party that he or she has full authority to do so and to bind such Party hereto and, in the case of the Trustee, to bind the Estate, subject only to approval of the Bankruptcy Court.

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18. No Penalty for Drafting Agreement. No provisions of this Agreement shall be interpreted for or against any Party because thatParty or its legal representative drafted this Agreement. 19. Parties to Bear Own Costs. Each party shall be responsible for the payment of its own costs, attorneys’ fees, and allother expenses in connection with negotiation, preparation, execution, and approval of this Agreement. Notwithstanding the foregoing, if arbitration or other legal action is necessary to enforce the terms of this Agreement, the Party declared to be the prevailing party in such arbitration or proceedings shall be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this Agreement. 20. Recitals Acknowledged. The Recitals are true and correct to the best of the Parties’ knowledge, and hereby adoptedby the Parties. 21. Bankruptcy Court Approval. The terms of this Agreement, and the effectiveness thereof, are subject to the approval ofthe Bankruptcy Court, after the Parties’ compliance with the notice and hearing requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Bankruptcy Rules. Within five days of execution of this Agreement, the Trustee will file a motion seeking Bankruptcy Court approval of this Agreement. The Trustee shall request that the order approving this Agreement shall be effective and enforceable immediately upon entry. The form and substance of the order approving this Agreement shall include determinations by the Bankruptcy Court that (i) the Trustee has authority to enter into this Agreement and to consummate the transactions contemplated hereby, (ii) the assignment and transfer of any rights to payment or other property is free and clear of all claims, liens, encumbrances, and other interests against the Debtor, (iii) any asserted claims, liens, encumbrances, or other interests against the Debtor or its property shall attach only to the Estate Allocation, to the same extent, priority, and validity (if any) that such liens, claims, encumbrances, or other interests had prior to consummation of this Agreement, and subject to any claims or defenses the Trustee or the Estate may have; such claims, liens encumbrances, or other interests shall not attach to the O&O Allocation, (iv) O&O is assuming no liabilities of the Estate, the Debtor, or any partners, members, attorneys, insiders, affiliates, or employees thereof, whether under contract, tort, or otherwise, (v) the Federal Rule of Evidence 502(d) protections for attorney-client privilege and work-product set forth in Section 7 above apply, and (vi) subject to the Bankruptcy Court’s approval, the Trustee is relieved of the obligation of signing amendments and/or substitutions for individual Clients, unless such signature is required by another court or governmental authority with relevant jurisdiction.

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22. Mutual Release. a. Release of the Trustee and the Estate. Except as for the obligations and benefits set forth by and for the Parties in the Settlement Agreement (including without limitation the O&O Allocation), O&O hereby releases and forever discharges the Estate, the Trustee, and the Trustee’s attorneys and agents, each in their capacity(ies) as such (collectively, the “Trustee Released Parties”) from and against any and all claims (including, without limitation, all complaints, causes of action, lawsuits, charges, debts, liens, contracts, agreements, promises, liabilities, judgments, demands, damages, losses, emotional distress, rights, benefits, obligations, attorneys’ fees, costs, and expenses), of any kind, nature or type, whether known or unknown, liquidated or unliquidated, matured or unmatured, that O&O has or may have against any, some, or all of the Trustee Released Parties in connection with, arising out of or related to the Woolsey Fire Litigation. For the avoidance of doubt, the Trustee Released Parties shall include the Estate (including any released claim O&O may have against the Estate), but shall not include the revested Debtor (if any) or any of the Debtor’s current or former attorneys, employees, members, partners, insiders, or affiliates. b. Release by the Trustee and the Estate. Except as for the obligations and benefits set forth by and for the Parties in the Settlement Agreement (including the Estate Allocation), the Trustee on behalf of the Estate (collectively, the “Trustee Releasors”) hereby releases and forever discharges O&O and its attorneys and agents (the “O&O Released Parties”) from and against any and all claims (including, without limitation, all complaints, causes of action, lawsuits, charges, debts, liens, contracts, agreements, promises, liabilities, judgments, demands, damages, losses, emotional distress, rights, benefits, obligations, attorneys’ fees, costs and expenses), of any kind, nature or type, whether known or unknown, liquidated or unliquidated, matured or unmatured, that the Trustee Releasors have or may have against the O&O Released Parties in connection with, arising out of or related to the Woolsey Fire Litigation. c. Unknown Claims. The Parties acknowledge and assume the risk that subsequent to the execution of the Settlement Agreement, he, she, or it may discover facts or law, or may incur, suffer, or discover losses, damages, or injuries that are unknown and unanticipated at the time the Settlement Agreement was executed or became effective, which if known at such time may have materially affected his, her, or its decision to give the release contained herein. d. Section 1542 Waiver. The Trustee on behalf of the Estate, and O&O waive any and all rights they might otherwise possess under California Civil Code section 1542 and similar provisions of law existing in any other jurisdiction.

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California Civil Code Section 1542 provides as follows: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor. IN WITNESS WHEREOF, the Parties hereto hereby execute this Settlement Agreement as of the date of final signature below. Dated: February _1_8_, 2021 Elissa D. Miller, Chapter 7 Trustee By:__________________________________ Elissa D. Miller, solely in her capacity as Chapter 7 Trustee of the Estate Dated: February ___, 2021 Overland & Overland By: _________________________________ Courtney Overland Dated: February ___, 2021 Overland & Overland By: _________________________________ Mark E. Overland 9 2857925.2

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California Civil Code Section 1542 provides as follows: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor. IN WITNESS WHEREOF, the Parties hereto hereby execute this Settlement Agreement as of the date of final signature below. Dated: February ___, 2021 Elissa D. Miller, Chapter 7 Trustee By:__________________________________ Elissa D. Miller, solely in her capacity as Chapter 7 Trustee of the Estate Dated: February _1_8_, 2021 Overland & Overland By: _________________________________ Courtney Overland Dated: February _1_8_, 2021 Overland & Overland By: _________________________________ Mark E. Overland 9 2857925.2

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PROOF OF SERVICE OF DOCUMENT am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is 3200 ark Center Drive, Suite 250, Costa Mesa, CA 92626. true and correct copy of the foregoing document entitled (specify): MOTION FOR ORDER AUTHORIZING THE ASSIGNMENT F THE ESTATE'S INTERESTS IN THE WOOLSEY FIRE LITIGATION FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS URSUANT TO 11 U.S.C. § 363 AND APPROVING COMPROMISE WITH OVERLAND & OVERLAND PURSUANT TO FEDERAL ULE OF BANKRUPTCY PROCEDURE 9019; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF ELISSA D. ILLER IN SUPPORT will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-(d); and (b) in the manner stated below: . TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General rders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) arch 1, 2021 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the llowing persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:  Service information continued on attached pag . SERVED BY UNITED STATES MAIL: n (date) March 1, 2021 , I served the following persons and/or entities at the last known addresses in this bankruptcy ase or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, rst class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the dge will be completed no later than 24 hours after the document is filed. he Honorable Barry Russell Courtney Overland .S. Bankruptcy Court Mark E. Overland oybal Federal Building Overland & Overland 55 E. Temple Street, Suite 1660 100 Wilshire Boulevard, Suite 700 os Angeles, CA 90012 Santa Monica, CA 90401  Service information continued on attached pag . SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method r each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) ________ , I served the llowing persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to uch service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration at personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is led.  Service information continued on attached pag declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. March 1, 2021 Gabriela Gomez-Cruz /s/ Gabriela Gomez-Cruz Date Printed Name Signature

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ADDITIONAL SERVICE INFORMATION (if needed): . SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (“NEF”)  Kyra E Andrassy kandrassy@swelawfirm.com, lgarrett@swelawfirm.com;gcruz@swelawfirm.com;jchung@swelawfirm.com  Rafey Balabanian , docket@edelson.com  Michelle Balady mb@bedfordlg.com, leo@bedfordlg.com  Richard D Buckley richard.buckley@arentfox.com  Marie E Christiansen mchristiansen@vedderprice.com, ecfladocket@vedderprice.com,marie-christiansen-4166@ecf.pacerpro.com  Jennifer Witherell Crastz jcrastz@hrhlaw.com  Ashleigh A Danker Ashleigh.danker@dinsmore.com, SDCMLFiles@DINSMORE.COM;Katrice.ortiz@dinsmore.com  Clifford S Davidson csdavidson@swlaw.com, jlanglois@swlaw.com;cliff-davidson-7586@ecf.pacerpro.com  Lei Lei Wang Ekvall lekvall@swelawfirm.com, lgarrett@swelawfirm.com;gcruz@swelawfirm.com;jchung@swelawfirm.com  Richard W Esterkin richard.esterkin@morganlewis.com  Timothy W Evanston tevanston@swelawfirm.com, gcruz@swelawfirm.com;lgarrett@swelawfirm.com;jchung@swelawfirm.com  James J Finsten , jimfinsten@hotmail.com  Alan W Forsley alan.forsley@flpllp.com, awf@fkllawfirm.com,awf@fl-lawyers.net,addy.flores@flpllp.com,laura.rucker@flpllp.com  Eric D Goldberg eric.goldberg@dlapiper.com, eric-goldberg-1103@ecf.pacerpro.com  Andrew Goodman agoodman@andyglaw.com, Goodman.AndrewR102467@notify.bestcase.com  Suzanne C Grandt suzanne.grandt@calbar.ca.gov, joan.randolph@calbar.ca.gov  Steven T Gubner sgubner@bg.law, ecf@bg.law  Marshall J Hogan mhogan@swlaw.com, knestuk@swlaw.com  Razmig Izakelian razmigizakelian@quinnemanuel.com  Lewis R Landau Lew@Landaunet.com  Daniel A Lev dlev@sulmeyerlaw.com, ccaldwell@sulmeyerlaw.com;dlev@ecf.inforuptcy.com  Peter J Mastan peter.mastan@dinsmore.com, SDCMLFiles@dinsmore.com;Katrice.ortiz@dinsmore.com  Edith R Matthai ematthai@romalaw.com  Kenneth Miller kmiller@pmcos.com, efilings@pmcos.com  Elissa Miller (TR) CA71@ecfcbis.com, MillerTrustee@Sulmeyerlaw.com;C124@ecfcbis.com;ccaldwell@sulmeyerlaw.com  Eric A Mitnick MitnickLaw@aol.com, mitnicklaw@gmail.com  Scott H Olson solson@vedderprice.com, scott-olson- 2161@ecf.pacerpro.com,ecfsfdocket@vedderprice.com,nortega@vedderprice.com  Leonard Pena lpena@penalaw.com, penasomaecf@gmail.com;penalr72746@notify.bestcase.com  Michael J Quinn mquinn@vedderprice.com, ecfladocket@vedderprice.com,michael-quinn-2870@ecf.pacerpro.com  Ronald N Richards ron@ronaldrichards.com, morani@ronaldrichards.com,justin@ronaldrichards.com  Philip E Strok pstrok@swelawfirm.com, gcruz@swelawfirm.com;1garrett@swelawfirm.com;jchung@swelawfirm.com  Boris Treyzon jfinnerty@actslaw.com, sgonzales@actslaw.com  United States Trustee (LA) ustpregion16.la.ecf@usdoj.gov  Eric D Winston ericwinston@quinnemanuel.com  Christopher K.S. Wong christopher.wong@arentfox.com, yvonne.li@arentfox.com  Timothy J Yoo tjy@lnbyb.com

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