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Full title: Motion for Order Authorizing and Approving the Transition, Assignment and Lien Agreement and the Assignment of The Estate's Interests in Certain of the Debtor's Cases to Aitken Aitken Cohn Free and Clear of Liens, Claims and Interests Pursuant to 11 U.S.C. § 363; Memorandum of Points and Authorities; Declarations of Elissa D. Miller and Darren O. Aitken in Support with Proof of Service Filed by Trustee Elissa Miller (TR) (Strok, Philip) (Entered: 03/02/2021)

Document posted on Mar 1, 2021 in the bankruptcy, 41 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The assignment to AAC, including, without limitation, AAC's attorney fee 24 allocations, shall be free and clear of all liens, claims, encumbrances, and other interests25 pursuant to Bankruptcy Code section 363(f), including but not limited to (i) any purported26 liens, assignments, encumbrances, or other purported transfers to litigation funders or 27 other creditors of the Debtor, and (ii) any purported assignments or transfers (or 1 encumbrances, or other interests of the Debtor's creditors or other third parties that may 2 assert an interest in the Debtor's right to attorney fees and Costs shall attach only to the 3 Estate's portion of any attorney fee allocation and Costs, and not to AAC's attorney fee 4 allocation or Costs, with the same validity (if any), priority, scope and extent that such 5 liens, claims, encumbrances, or other interests had prior to the Petition Date, and subjec6 to any claims or defenses the Trustee or the Estate may have.Any liens, claims, encumbrances, or other interests of the Debtor's creditors or other third parties that may assert an interest in the Debtor's right to attorney fees and Costs shall attach only to the Estate's portion of any attorney fee allocation and Costs, and not to AAC's attorney fee allocation or Costs, with the same validity (if any), priority, scope and extent that such liens, claims, encumbrances or other interests had prior to the Petition Date, and subject to any claims or defenses the Trustee or the Estate may have.For any cases that are Accepted Referrals, the Parties shall cooperate in good faith toeffectuate the terms of this Agreement, including, without limitation (i) effectuating the transfer of all client and case files related to the AAC Cases to AAC, (ii) filing of withdrawals and/or substitutions of counsel, (iii) preparing, executing or filing any documents necessary to acknowledge the Estate's lien(s) as set forth in Section 12 of this Agreement, and (iv) resolving unforeseen issues in regard to particular cases that were not anticipated by either the Trustee or AAC.Except as otherwise provided in this Agreement, neither AAC nor the Trustee shall make any voluntary assignment, voluntary referral, or other voluntary transfer that would cause attorney fees that would otherwise be subject to the attorney fee allocation under this Agreement to be paid to any other counsel, entity, or person, unless such assignment or other transfer (i) by AAC is solely out of the AAC attorney fee allocation, or (ii) by the Trustee (and with Bankruptcy Court approval), is solely out of the Estate attorney fee allocation.The form and substance of the order approving this Agreement shall be reasonably acceptable to AAC, and 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

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Document Contents

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 GIRARDI KEESE, Chapter 7 ornia ax 71 MOTION FOR ORDER AUTHORIZING a, Calif00 • F 14 AANSSDI GANPMPREONVT IANNGD T HLIEE NTR AAGNRSEITEIMOENN, T s0 15 AND THE ASSIGNMENT OF THE e1 M5- ESTATE'S INTERESTS IN CERTAIN OF a 4 ost4 4 16 Debtor. THE DEBTOR'S CASES TO AITKEN C1 7 AITKEN COHN FREE AND CLEAR OF el 17 LIENS, CLAIMS AND INTERESTS T PURSUANT TO 11 U.S.C. § 363; 18 MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATIONS OF 19 ELISSA D. MILLER AND DARREN O. AITKEN IN SUPPORT 20 Date: March 23, 2021 21 Time: 2:00 p.m. Ctrm.: 1668 via ZoomGov 22 255 E. Temple Street Los Angeles, CA 90012 23 Web Address: 24 https://cacb.zoomgov.com/j/1614580330  Meeting ID: 1614580330 25 Password: 123456 Telephone: (669) 254-5252 (San Jose) 26 (646) 828-7666 (New York) 27

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1 TABLE OF CONTENTS 2 3 Pag 4 I. INTRODUCTION .................................................................................................... 5 II. BACKGROUND ...................................................................................................... 6 A. The Debtor's Bankruptcy Case ..................................................................... 7 B. The Debtor's Pending Cases ........................................................................ 8 III. THE AGREEMENT WITH AAC ............................................................................... 9 A. Case Review, Identification and Classification ............................................. 10 B. Allocation of Attorney Fees for the AAC Cases ............................................ 11 2 0 C. Payment of Allocated Fees for the AAC Cases ............................................ 0 92626 4 445-1 1123 D. Costs for the AAC Cases ............................................................................. ornia ax 71 E. The Tier 1 Cases .......................................................................................... a, Calif00 • F 14 F. The AAC Declined Cases ............................................................................. s0 15 e1 M5- a 4 G. The Terminated Cases ................................................................................. ost4 4 16 C1 el 7 17 H. The Referred Cases ..................................................................................... T I. Common Defense Benefit Claims ................................................................ 18 J. Assignment Of All Other Rights / Free And Clear Assignment. .................... 19 K. Withdrawal And Substitution Of Debtor As Counsel and Lien in Favor20 of the Estate ............................................................................................... 121 L. No Assignment or Delegation of Rights ...................................................... 122 M. Bankruptcy Court Approval ........................................................................ 123 IV. MEMORANDUM OF POINTS AND AUTHORITIES ............................................. 124 A. The Court Can Authorize the Assignment Under 11 U.S.C. § 363(b) ........ 125 B. The Court May Authorize the Assignment of the Estate's Interests inthe AAC Cases Free and Clear of Any Liens and Interests Under26 11 U.S.C. § 363(f) ...................................................................................... 127 C. Waiver of 14-Day Stay Set Forth in FRBP 6004(h) is Appropriate ............. 1

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1 TABLE OF AUTHORITIES 2 Pag 3 4 CASES  5 Clear Channel Outdoor, Inc. v. Knupfer (In re PW, LLC), 391 B.R. 25 (B.A.P. 9th Cir. 2008). ............................................................................................................. 1 6 GBL Holding Co., Inc. v. Blackburn/Travis/Cole, Ltd., 331 B.R. 251 (N.D. Tex. 7 2005) ..................................................................................................................... 1 8 In re 240 North Brand Partners, Ltd., 200 B.R. 653 (B.A.P. 9th Cir. 1996) ...................... 1 9 In re America West Airlines, 166 B.R. 908 (Bankr. D. Ariz.1994) ................................... 110 In re Ernst Home Center, Inc., 209 B.R. 974 (Bankr. W.D. Wash. 1997). ........................ 111 In re Lahijiani, 325 B.R. 282 (B.A.P. 9th Cir. 2005) ......................................................... 12 0 0 92626 4 445-1 1123 IInn rree MLioFn Gell oCboarlp, .I,n 7c2.,2 5 3F5.2 Bd .1R0. 6539 6(2 (dB Canirk. r1. 9S8.D3). N.....Y.... .2..0..1..5..). ........................................................................................ 11ornia ax 71 a, Calif00 • F 14 In re Psychrometric Systems, Inc., 367 B.R. 670 (Bankr. D. Colo. 2007). ....................... 1s0 15 e1 M5- a 4 ost4 4 16 STATUTES  C1 7 el 17 11 U.S.C. § 303(g) ............................................................................................................. T 18 11 U.S.C. § 363 ....................................................................... 1, 11, 12, 13, 14, 15, 16, 119 California Commercial Code § 9610 .......................................................................... 13, 120 California Commercial Code § 9615 ................................................................................ 121 Federal Rule of Evidence 502(d) ..................................................................................... 122 FRBP 6004(h) ............................................................................................................ 14, 123 24 25 26 27

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1 TO THE HONORABLE BARRY RUSSELL, UNITED STATES BANKRUPTCY JUDGE: 2 Elissa D. Miller, the chapter 7 trustee (the "Trustee") for the bankruptcy estate of 3 Girardi Keese (the "Estate"), submits this Motion for Order Authorizing and Approving th 4 Transition, Assignment and Lien Agreement and the Assignment of the Estate's Interest5 in Certain of the Debtor's Cases to Aitken Aitken Cohn Free and Clear of Liens, Claims 6 and Interests Pursuant to 11 U.S.C. § 363 (the "Motion"). In support of the Motion, the 7 Trustee submits the following memorandum of points and authorities and the attached 8 Declarations of Elissa D. Miller and Darren O. Aitken. 9 10 I. INTRODUCTION 11 Prior to the involuntary petition, Girardi Keese (the "Debtor") was a prominent2 0 0 92626 4 445-1 1123 pselaxinutaiflf 'asb luaswe ,f irtomx irce ptorretsse, nbtuinsgin eclsiesn latsw i,n e tmhep laoryemase notf lpaewr,s aonnda l ainvjiuartiyo,n d leafwec. t iAves porf othdeu cts, ornia ax 71 a, Calif00 • F 14 Petition Date (defined below), the Debtor had hundreds of pending cases that it s0 15 undertook on a contingency basis and thousands of clients. The pending cases are at e1 M5- a 4 ost4 4 16 various litigation stages. The pending cases included the approximately 8200 plaintiffs C1 7 el 17 who the Debtor and Frantz Law Group, APLC ("Frantz") jointly represented against T 18 Southern California Gas Company in connection with the 2015 blowout and months-long19 gas leak at Aliso Canyon near Porter Ranch in Los Angeles, California (the "Southern 20 California Gas Leak Litigation"). The firm, however, represented many other clients in 21 other mass tort cases and individual matters. 22 Unfortunately, by the time the Trustee was appointed, most of the Debtor's 23 attorneys and staff had resigned or moved on from the firm. Consequently, the Debtor is24 not in a position where it can continue to represent its clients in its pending matters. In 25 addition, both prior to and after the Petition Date, certain clients of the Debtor have 26 terminated their relationship with the Debtor and engaged substitute counsel. 27 Recognizing the need to immediately "right the ship" and to preserve the interests

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1 analyze the Debtor's pending cases with the goal of transitioning some or all of the 2 Debtor's cases to new counsel. The Trustee and her counsel have engaged in 3 discussions with several reputable law firms to discuss the possibility of transitioning 4 some or all of the Debtor's pending cases to qualified and experienced counsel. The 5 Trustee has already entered into a compromise with Frantz pursuant to which the 6 Estate's interests in the Southern California Gas Leak Litigation will be assigned and 7 transitioned to Frantz while preserving the Estate's right to recover fees and costs on 8 extremely favorable terms. 9 With the Southern California Gas Leak Litigation piece now resolved, the Trustee 10 has entered into a Transition, Assignment and Lien Agreement (the "Agreement") with 11 Aitken Aitken Cohn ("AAC") involving the assignment of the Estate's interests in certain o2 0 0 92626 4 445-1 1123 tdhisec Dusesbitoonrs's acnads ense,g aomtiaotniogn ost haenrd t hpirnogvsid. e Ts hthee A Tgrruesetmeee nwt itish tah es ypsrtoedmuactti co fw eaxyt eton saivded ressornia ax 71 a, Calif00 • F 14 certain of the Debtor's remaining cases, as well as cases where the Debtor has or will bes0 15 terminated and cases where the Debtor previously referred the case out to other counsele1 M5- a 4 ost4 4 16 for handling. C1 7 el 17 The Agreement expedites an orderly transition of certain existing clients to new T 18 counsel and maximizes the recovery to the Estate. The Debtor's clients are confused 19 and fearful that their cases are not being properly handled and, as a consequence, many20 are seeking new counsel. In addition, although the Debtor's participation in the pending 21 cases has come to a grinding halt, the cases are progressing nonetheless. The 22 Agreement is in the best interest of the Estate and results in the best possible outcome 23 for the Estate's creditors and the Debtor's clients because many of the open cases will b24 assigned to competent counsel and the Estate will benefit from any recovery from the 25 AAC Cases, among other recoveries. For these reasons, the Agreement should be 26 approved. 27

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1 II. BACKGROUND 2 A. The Debtor's Bankruptcy Case 3 The Debtor was once a prominent plaintiff's law firm based in Los Angeles, 4 California. On December 18, 2020 (the "Petition Date"), petitioning creditors Jill 5 O'Callahan, as successor in interest to James O'Callahan, Robert M. Keese, John 6 Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie (collectively, the 7 "Petitioning Creditors") filed an involuntary chapter 7 bankruptcy petition against the 8 Debtor.1 On December 24, 2020, the Petitioning Creditors filed a Motion for Appointmen9 of Interim Trustee Pursuant to 11 U.S.C. § 303(g) [Docket No. 12]. The Court entered a10 order granting the motion on January 5, 2021 [Docket No. 45]. On January 6, 2021, the 11 Trustee was appointed as the interim trustee [Docket No. 50]. 2 0 0 92626 4 445-1 1123 to ImmOedni aJtaenlyu Earnyt e1r3 a, n2 0O2r1d,e trh feo rC Roeurlite ef nutnedreedr Canh aOprtdeer r7 D; (i2re) cTtihneg :U (n1i)t eTdh eS tCatleersk T orfu Cstoeuer ornia ax 71 a, Calif00 • F 14 to Immediately Appoint a Chapter 7 Trustee; (3) The Debtor to File All Schedules and s0 15 Related Documentation for Chapter 7 Case within Fourteen Days of the Entry of this e1 M5- a 4 ost4 4 16 Order; and (4) Vacating February 16, 2021 Status Conference [Docket No. 68]. On C1 7 el 17 January 13, 2021, the Clerk of Court entered an order for relief against the Debtor T 18 [Docket No. 69], and the Trustee was appointed and accepted her appointment in the 19 Debtor's case [Docket No. 71]. 20 B. The Debtor's Pending Cases 21 As of the filing of the involuntary petition against the Debtor, the Debtor was22 counsel of record in a significant number of cases which were retained on a contingency 23 fee basis. These cases are at varying litigation stages. Both prior to and after the 24 Petition Date, certain clients of the Debtor have terminated their relationship with the 25 Debtor and engaged substitute counsel. 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 The protection of the clients' rights has been one of the Trustee's highest concern2 since her appointment. In carrying out her fiduciary duty to, and in furtherance of the be3 interests of the Estate and the Debtor's clients and creditors, the Trustee interviewed a 4 number of firms interested in taking over some or all of the Debtor's cases, entered into 5 Confidentiality Agreements and received proposals from a number of firms. Some of the6 proposals related solely to the Southern California Gas Leak Litigation and others relate7 to all of the cases and/or just the non-gas leak cases. The Southern California Gas Leak 8 Litigation is already in the process of being transitioned to Frantz. Among other firms, 9 AAC expressed the desire to handle or assist with some of the Debtor's cases. AAC is 10 one of California's most respected tort law firms. AAC enjoys a national reputation for th11 quality of its trial skills and the aggressive representation it provides on behalf of its 2 0 0 92626 4 445-1 1123 cthliee notpsp. o Artcucnoitryd itnog hlya, nthdele Torru assteseis at nwdit hA AsoCm hea ovef tahger Deeedb ttohra'st AcaAsCe sw (itllh bee " ApAroCv idCeads ewsi"th) oornia ax 71 a, Calif00 • F 14 the terms and conditions set forth in the Agreement. Although the Trustee received s0 15 proposals from other firms, the Agreement represents the most efficient and effective wae1 M5- a 4 ost4 4 16 to deal with the Debtor's remaining cases while maximizing value for the Estate and C1 7 el 17 protecting clients. See Declaration of Elissa D. Miller. T 18 19 III. THE AGREEMENT WITH AAC 20 The Agreement2 describes the terms pursuant to which AAC will, among other21 things, administer the AAC Cases. The salient terms of the Agreement are summarized 22 as follows: 23 A. Case Review, Identification and Classification 24 For those cases of the Debtor that are not Excluded Cases, the Trustee may decid25 during the course of her administration of the Bankruptcy Case, in her sole and absolut26 27 2 Unless otherwise noted, all defined terms shall have the same meaning as used ithe Agreement.

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1 discretion, to refer such case to AAC for handling or assistance. Upon referral from th 2 Trustee, AAC agrees to review any such case promptly. 3 All cases referred by the Trustee to AAC for consideration will remain within th 4 Estate and control of the Trustee while AAC's case review process occurs. After prom5 review of each case referred, AAC shall elect, in its sole and absolute discretion, to eithe6 (i) decline to handle or assist with the case outright, (ii) decline to handle the case b7 identify and treat the case as an AAC Declined Case defined in and governed by Sectio8 7 of the Agreement, or (iii) decide to handle or assist with the case as an AAC Case, Tie9 1 Case, Terminated Case, or Referred Case as provided in the Agreement, and in eac10 instance, promptly notify the Trustee of its decision. 11 Should AAC elect to proceed as set forth in (iii) above, AAC shall classify each cas2 0 0 92626 4 445-1 1123 athse e Titrhuesrt eae R aecfceerrpetds sCuacshe ,c aTseerm cilnaastseifdic Cataiosne,, tThieenr 1th Ce acsaes,e T rieefre 2rr aCla sshea oll rp Troiecre 3e dC aansed. b ornia ax 71 a, Calif00 • F 14 governed by the terms and conditions of the Agreement (an "Accepted Referral"). If ths0 15 Trustee does not accept such case classification, then the case referral shall not proceee1 M5- a 4 ost4 4 16 and the terms and conditions of the Agreement shall not apply to such case. C1 7 el 17 AAC will not assume responsibility for the AAC Cases until client contact iT 18 established and that client consents to the representation by AAC going forward. Sinc19 the Agreement contemplates the splitting of contingent attorney fees, the California Rule20 of Professional Responsibility mandate that no such agreement is effective until approve21 by the client in writing. For the avoidance of doubt, no attorney-client relationship shall b22 established between AAC and any client of the Debtor until that client consents to th23 representation by AAC. 24 B. Allocation of Attorney Fees for the AAC Cases 25 1. All attorney fees earned in the Tier 2 Cases shall be allocated as follows: 26 65% to the Trustee for the benefit of the Estate; and 27 35% to AAC.

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1 25% to the Trustee for the benefit of the Estate unless the 2 case alleges medical negligence governed by the MICRA statutes. 3 In cases governed by MICRA, 15% to the Trustee for the benefit of 4 the Estate; and 5 75% to AAC unless the case alleges medical negligence 6 governed by the MICRA statutes. In cases governed by MICRA, 7 85% to AAC. 8 In any AAC Cases previously subject to any Referral Fees, it is understood and 9 acknowledged that AAC will not be responsible for paying any such Referral Fees. The 10 right to and amount of any such Referral Fees is the responsibility of the Estate and shall11 be determined in the Bankruptcy Case and paid to the Estate for administration in the 2 0 0 92626 4 445-1 1123 BankruCp.tcy CPasaey.m ent of Allocated Fees for the AAC Casesornia ax 71 a, Calif00 • F 14 All attorney fees earned for the AAC Cases shall be initially payable to a trust funs0 15 administered by AAC. As soon as practicable after receipt, AAC shall notify the Trustee e1 M5- a 4 ost4 4 16 that attorney fees have been received. Within 30 days of receipt, AAC shall calculate C1 7 el 17 AAC's allocation and the Estate's allocation and provide an accounting and notify the T 18 Trustee of the proposed allocation. If the Trustee does not object to the proposed 19 allocation within 14 days after such notice, AAC shall distribute the attorney fees in 20 accordance with the proposed allocation. If the Trustee does object, AAC shall reserve 21 such amount as would be necessary to satisfy the Trustee’s objection, if sustained, and 22 may distribute the remainder. The Parties agree to attempt to resolve any dispute 23 promptly, which resolution shall be subject to approval under Bankruptcy Rule 9019. If 24 the Parties cannot resolve their dispute within 30 days, the matter will be submitted to th25 Bankruptcy Court. 26 D. Costs for the AAC Cases 27 All Costs paid or incurred by the Debtor in the AAC Cases prior to the retention of

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1 reimbursed to the Estate upon successful resolution of the AAC Case in which the Costs2 were paid or incurred. All Costs paid or incurred by AAC after it is retained will become 3 the responsibility of AAC. Such paid or incurred Costs by AAC will be reimbursed to AA4 once the AAC Case in which the Costs were paid or incurred resolves successfully. If 5 Costs originally incurred by the Debtor in an AAC Case are paid by AAC, such Costs 6 shall be reimbursed to AAC. The parties reserve the right to review and negotiate the 7 reimbursement amount of all Costs paid or incurred by the Debtor or AAC in the AAC 8 Cases. The parties agree to provide each other with Costs claims for each case as soon9 as reasonably practical. The parties will attempt to resolve any dispute over Costs 10 promptly. 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 EFo.r anyT hTeie Tr i1e rC 1a sCeass tehsat are Accepted Referrals, the Trustee expressly assignsornia ax 71 a, Calif00 • F 14 to AAC all rights, on behalf of the Estate, to complete the settlement previously s0 15 negotiated by the Debtor. AAC shall not become counsel of record and no attorney-cliene1 M5- a 4 ost4 4 16 relationship shall be established between AAC and any client of the Debtor. C1 7 el 17 All attorney fees earned in the Tier 1 Cases shall be allocated as follows: T 18 75% to the Trustee for the benefit of the Estate; and 19 25% to AAC. 20 All attorney fees earned and Costs reimbursed for any Tier 1 Case shall be initiall21 payable to a trust fund administered by AAC. As soon as practicable after receipt, AAC 22 shall notify the Trustee that attorney fees and Costs have been received. Within 30 days23 of receipt, AAC shall calculate the AAC allocation and the Estate allocation and provide 24 an accounting and notify the Trustee of the proposed allocation. If the Trustee does not 25 object to the proposed allocation within 14 days after such notice, AAC shall distribute th26 attorney fees and Costs in accordance with the proposed allocation. If the Trustee does 27 object, AAC shall reserve such amount as would be necessary to satisfy the Trustee’s

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1 resolve any dispute promptly, which resolution shall be subject to approval under 2 Bankruptcy Rule 9019. If the Parties cannot resolve their dispute within 30 days, the 3 matter will be submitted to the Bankruptcy Court. 4 F. The AAC Declined Cases 5 Certain cases may arise that AAC declines to handle directly but is willing upon6 request and referral of the Trustee to seek competent outside counsel to handle the 7 matter going forward ("AAC Declined Cases"). AAC will diligently work with the Trustee 8 to place the AAC Declined Cases under the control of competent outside counsel where 9 possible. This outside counsel will agree to pay an appropriate Referral Fee and Costs t10 the Estate. AAC will monitor these referrals on an ongoing basis for the benefit of the 11 Estate until the referred case is resolved. AAC will receive 10% of the Referral Fee paid 2 0 0 92626 4 445-1 1123 tEos tthaete E. sIft aAteA Cin icso umnpaebnles atoti ofinn dfo cro tmhep eatdemntin oisuttrsaidtivee c douutniesse lp teor hfoarnmdeled tohne bmeahtatelfr o, ft hthee ornia ax 71 a, Calif00 • F 14 matter will be referred back to the Estate for further handling. s0 15 G. The Terminated Cases e1 M5- a 4 ost4 4 16 For any Terminated Cases that are Accepted Referrals, the Trustee expresslyC1 7 el 17 assigns to AAC all rights, on behalf of the Estate, to pursue the attorney fees and Costs T 18 that the Estate is entitled to under this section. AAC will contact the current handling 19 attorneys to assert the Debtor's right to fees on a quantum meruit basis and Costs where20 such a claim for attorney fees and Costs should reasonably be paid, including filing liens 21 for services as required. Upon the resolution of these Terminated Cases, AAC will 22 negotiate with the handling attorneys for appropriate compensation for work performed b23 the Debtor prior to termination and Costs. Should such negotiations fail, AAC will pursue24 arbitration and/or litigation to collect such attorney fee interests and Costs where it 25 appears legally and economically justified to do so in consultation with the Trustee. For 26 these services, AAC will receive 50% of all attorney fees and Costs recovered on behalf 27 of the Estate pursuant to this section. It will be the responsibility of the Estate to take all

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1 legal steps before the courts to perfect AAC's right to assert the Debtor's right to quantu2 meruit fees and Costs. 3 H. The Referred Cases 4 For any Referred Cases that are Accepted Referrals, AAC will monitor each case5 to ensure the Estate is paid the negotiated Referral Fee and Costs once the case 6 resolves where it is reasonably expected that a Referral Fee and Costs should be paid t7 the Debtor. AAC will receive 10% of the Referral Fees collected on behalf of the Estate 8 for these services. Should the handling attorney decline to honor the Referral Fee 9 negotiated prior to the Petition Date, AAC will take whatever steps deemed appropriate i10 consultation with the Trustee to protect the Estate's interests. In these Referred Cases, 11 AAC will receive 50% of the Referral Fees and Costs collected on behalf of the Estate. 2 0 0 92626 4 445-1 1123 IT.o the Cexotmenmt othna tD aenfye nAsAeC B Ceanseefi tis C alani mMDsL or JCCP case, the Estate shallornia ax 71 a, Calif00 • F 14 separately retain 100% of any common defense/benefit fund claim owing to it, and the s0 15 Estate shall be separately responsible for all costs, expenses, and other charges e1 M5- a 4 ost4 4 16 associated with its claim. C1 7 el 17 J. Assignment Of All Other Rights / Free And Clear Assignment. T 18 Subject to the fee sharing agreements and Costs reimbursements set forth in the19 Agreement, all of the Debtor’s and the Estate’s interests in the AAC Cases shall be 20 assigned to AAC "as-is", "where-is", and without representation or warranty of any kind 21 by the Trustee including, without limitation, any representation or warranty as to the 22 clients or the continued representation of the clients by AAC. 23 The assignment to AAC, including, without limitation, AAC's attorney fee 24 allocations, shall be free and clear of all liens, claims, encumbrances, and other interests25 pursuant to Bankruptcy Code section 363(f), including but not limited to (i) any purported26 liens, assignments, encumbrances, or other purported transfers to litigation funders or 27 other creditors of the Debtor, and (ii) any purported assignments or transfers (or

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1 encumbrances, or other interests of the Debtor's creditors or other third parties that may 2 assert an interest in the Debtor's right to attorney fees and Costs shall attach only to the 3 Estate's portion of any attorney fee allocation and Costs, and not to AAC's attorney fee 4 allocation or Costs, with the same validity (if any), priority, scope and extent that such 5 liens, claims, encumbrances, or other interests had prior to the Petition Date, and subjec6 to any claims or defenses the Trustee or the Estate may have. For the avoidance of 7 doubt, AAC is assuming no liabilities of the Estate, the Debtor, or any partners, members8 attorneys, insiders, affiliates, or employees thereof, whether under contract, tort, or 9 otherwise. 10 K. Withdrawal And Substitution Of Debtor As Counsel and Lien in Favor11 of the Estate 2 0 0 92626 4 445-1 1123 TrusteeF osrh aalnl yta AkeA Ca llC satespess rtheaats oanrea bAlcyc neepcteeds sRaeryfe tror aclas uosre A tAheC DDeebctloinre tdo Cpraosmeps,t lyth e ornia ax 71 a, Calif00 • F 14 withdraw as counsel in the AAC Cases. The Trustee shall coordinate with AAC to s0 15 provide for the smooth transition of the AAC Cases and to notify the clients that their e1 M5- a 4 ost4 4 16 cases will be handled solely by AAC. AAC acknowledges and agrees that the Estate haC1 7 el 17 a lien(s) in the AAC Cases for attorney fees and Costs advanced or otherwise incurred bT 18 the Debtor. The lien(s) will attach to any recovery the clients may obtain in the AAC 19 Cases, whether by arbitration award, judgment, settlement or otherwise. The Trustee, 20 on behalf of the Debtor and the Estate, is hereby authorized to take all steps deemed 21 necessary by the Trustee to protect and preserve the lien(s). 22 L. No Assignment or Delegation of Rights 23 Neither AAC nor the Trustee shall make any voluntary assignment or other24 transfer of the attorney fee allocation, unless such assignment or other transfer (i) by 25 AAC is solely out of the AAC attorney fee allocation, or (ii) by the Trustee (and with 26 Bankruptcy Court approval), is solely out of the Estate attorney fee allocation. Any such 27 assignment or other transfer shall be subject to the reasonable consent of the other

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1 M. Bankruptcy Court Approval 2 The terms of the Agreement, and the effectiveness thereof, are subject to Court3 approval. 4 A complete copy of the Agreement, which fully sets forth the terms of the 5 agreement, is attached hereto as Exhibit "1." 6 7 IV. 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 or10 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 Agreement is in the best interest of the Debtor's clients. The Trustee cannot 25 litigate or otherwise administer the AAC Cases, and the Agreement ensures that the 26 Debtor's clients will have competent representation through AAC. While the decision to 27 choose and retain counsel rests with the clients, the Agreement will provide the Debtor's

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1 counsel. AAC's experience working on these types of cases and its extensive knowledg2 is invaluable for clients. See Declaration of Darren O. Aitken. Ultimately, if the clients 3 choose AAC as its new counsel, they will be represented by counsel who is experienced4 and qualified. 5 The Agreement is also in the best interest of the Debtor's creditors as it allows 6 the Estate to maximize its recovery by assigning the cases to AAC. Under the 7 Agreement, the Estate will receive between 25% and 75% of the fees recovered by AAC8 in the AAC Cases. The fees in the AAC Cases are expected to yield a substantial 9 recovery to the Estate and be a significant asset for the Estate and its creditors. 10 Moreover, the Agreement provides for AAC's assistance with terminated cases as well a11 cases where the Debtor previously referred the case out to other counsel for handling. 2 0 0 92626 4 445-1 1123 counseWl oitrh roeumt athine wAigthreoeumt eefnfet cinti vpela rceep,r eclsieennttsa tmioany. cTohnet inAugere teom meingtr aptreo vtoid seusb as tlietugtieti mateornia ax 71 a, Calif00 • F 14 solution for some of the Debtor's cases. The Agreement is reasonable and in the best s0 15 interest of the Debtor's creditors and clients, has been proposed in good faith, and is the e1 M5- a 4 ost4 4 16 product of the Trustee's arms-length negotiations with AAC. There is a valid business C1 7 el 17 justification for the Agreement as it likely represents the best outcome for the Estate. T 18 See Declaration of Elissa D. Miller. For these reasons, the Court should authorize the 19 assignment to AAC under the Agreement under 11 U.S.C. § 363(b). 20 B. The Court May Authorize the Assignment of the Estate's Interests in21 the AAC Cases Free and Clear of Any Liens and Interests Under22 11 U.S.C. § 363(f) 23 The Agreement provides that any creditors of the Debtor that may hold an interest24 in the Debtor's future recovered attorney fees may only assert such interests against the 25 Estate's allocation. Simply put, creditors can only assert their claims and interests 26 against the Debtor, not against AAC and AAC's allocation. To make clear that these 27 creditors' potential interests are only against the Estate's allocation, the Trustee seeks

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1 Court approval to authorize the assignment contemplated in the Agreement to be free 2 and clear of any liens, claims and interests under 11 U.S.C. § 363(f). 3 The Court has authority to authorize the assignment of the Estate's interests in th 4 AAC Cases to AAC free and clear of any liens, claims and interests under 11 U.S.C. 5 § 363(f). Section 363(f) provides the following: 6 (f) The trustee may sell property under subsection (b) or (c) of this sectionfree and clear of any interest in such property of an entity other than the7 estate, only if— 8 (1) applicable nonbankruptcy law permits sale of such property freeand clear of such interest; 9 (2) such entity consents; 10 (3) such interest is a lien and the price at which such property is to11 be sold is greater than the aggregate value of all liens on such2 property; 0 0 92626 4 445-1 1123 (4) such interest is in bona fide dispute; orornia ax 71 (5) such entity could be compelled, in a legal or equitablea, Calif00 • F 14 proceeding, to accept a money satisfaction of such interests0 15 Because 11 U.S.C. § 363(f) is written in the disjunctive, the Court may authorize e1 M5- a 4 ost4 4 16 the assignment free and clear of any interests if any of the conditions are met. C1 7 el 17 The Court can authorize assignment of the Estate's interests in AAC's Cases free T 18 and clear of any liens, claims and interests under 11 U.S.C. § 363(f)(5). Section 363(f)(519 "requires that there be, or that there be the possibility of, some proceeding, either at law 20 or at equity, in which the nondebtor could be forced to accept money in satisfaction of its21 interest." Clear Channel Outdoor, Inc. v. Knupfer (In re PW, LLC), 391 B.R. 25, 45 22 (B.A.P. 9th Cir. 2008). The California Commercial Code provides for a proceeding wher23 the nondebtor could be forced to accept money satisfaction of its interest. Under 24 California Commercial Code § 9610(a), "[a]fter default, a secured party may sell…or 25 otherwise dispose of any or all the collateral in its present condition or following any 26 commercially reasonable preparation or processing." See California Commercial Code 27 § 9610(a). Further, "[a] secured party shall apply…the cash proceeds of disposition

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1 interest…[and] the satisfaction of obligations secured by any subordinate security 2 interest…" See California Commercial Code § 9615(a). Here, because any party that 3 potentially holds a security interest in the Estate's fees from the AAC Cases can be 4 compelled to accept a money satisfaction under California Commercial Code §§ 9610(a)5 and 9615(a), 11 U.S.C. § 363(f)(5) applies. Thus, the Court may authorize the 6 assignment contemplated in the Agreement free and clear of any liens, claims and 7 interests under 11 U.S.C. § 363(f)(5). 8 C. Waiver of 14-Day Stay Set Forth in FRBP 6004(h) is Appropriate 9 FRBP 6004(h) provides that "[a]n order authorizing the use, sale, or lease of10 property other than cash collateral is stayed until the expiration of 14 days after entry of 11 the order, unless the court orders otherwise." Given the involuntary petition commenced2 0 0 92626 4 445-1 1123 aangya inusntc ethreta Dinetyb ttohre,y i tm isa iyn hthaev eb ecostn icneternreinsgts w ohf oth ise rcelipernetsse innt itnhge tAhAemC .C Baesecas utose r ethseo lvAeA C ornia ax 71 a, Calif00 • F 14 Cases are ongoing, resolving any confusion as quickly as possible is in the best interest s0 15 of the clients. Waiver of the stay under FRBP 6004(h) will further preserve the amount oe1 M5- a 4 ost4 4 16 fees the Estate can expect to collect pursuant to the Agreement. For these reasons, C1 7 el 17 waiver of the FRBP 6004(h) stay is appropriate. T 18 V. CONCLUSION 19 For these reasons, the Trustee respectfully requests that the Court enter an order20 providing for the following relief: 21 1. Granting the Motion; 22 2. Authorizing the Trustee to enter into the Agreement; 23 3. Approving the terms of the Agreement, a copy of which is attached hereto24 as Exhibit "1"; 25 4. Authorizing the Trustee to execute any documents or take any actions26 reasonably necessary to effectuate the terms of the Agreement; 27 5. Approving the transaction as contemplated in the Agreement pursuant to 1

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1 6. Authorizing and ordering the assignment and transfer of any rights or2 payment to property as contemplated in the Agreement to be free and clear of all claims,3 liens, encumbrances, or other interests against the Debtor pursuant to 11 U.S.C. § 363(f4 7. Authorizing and ordering that any asserted claims, liens, encumbrances, or5 other interests against the Debtor will attach only to the Estate's allocation of fees and n6 to AAC's allocation with the same validity, priority, scope and extent as such claims, lien7 encumbrances, or other interests existed as of the Petition Date subject to all rights of th 8 Estate to contest the validity, priority, scope and extent of any such claims, liens, 9 encumbrances, or other interests; 10 8. Finding that AAC is assuming no liabilities of the Estate, the Debtor, or any11 partners, members, attorneys, insiders, affiliates, or employees thereof, whether under 2 0 0 92626 4 445-1 1123 contrac9t,. tort, Foirn odtihnegr twhiaste t;h e Federal Rule of Evidence 502(d) protections for attorney-ornia ax 71 a, Calif00 • F 14 client privilege and work-product set forth in the Agreement apply; s0 15 10. Authorizing the waiver of the 14-day period under FRBP 6004(h); ande1 M5- a 4 ost4 4 16 11. For such other relief as the Court may deem just and necessary. C1 7 el 17 T 18 DATED: March 2, 2021 Respectfully submitted, 19 SMILEY WANG-EKVALL, LLP 20 21 By: 22 PHILIP E. STROK Attorneys for Elissa D. Miller, Chapter 7 23 Trustee 24 25 26 27

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1 DECLARATION OF ELISSA D. MILLER 2 3 I, Elissa D. Miller, declare as follows: 4 1. I am the duly appointed Chapter 7 Trustee in the bankruptcy case of Girard 5 Keese. I am also a partner at the law firm SulmeyerKupetz. I know each of the following6 facts to be true of my own personal knowledge, except as otherwise stated and, if called 7 as a witness, I could and would competently testify with respect thereto. I make this 8 declaration in support of the Motion for Order Authorizing and Approving the Transition, 9 Assignment and Lien Agreement and the Assignment of the Estate's Interests in Certain 10 of the Debtor's Cases to Aitken Aitken Cohn Free and Clear of Liens, Claims and 11 Interests Pursuant to 11 U.S.C. § 363 (the "Motion"). Unless otherwise defined in this 2 0 0 92626 4 445-1 1123 declara2ti.on, alTl hteer mDse bdteofri nweads i nc othuen sMelo otifo rne acorerd i ninc ohrupnodraretedds hoef rpeeinn dbiyn gth cisa sreefserence. ornia ax 71 a, Calif00 • F 14 representing thousands of clients when the Petitioning Creditors commenced the s0 15 involuntary petition against the Debtor. The Debtor undertook these cases, which are at e1 M5- a 4 ost4 4 16 varying litigation stages, on a contingency fee basis. C1 7 el 17 3. By the time I was appointed as the Chapter 7 Trustee, most of the Debtor'sT 18 staff and attorneys had already resigned or moved on from the Debtor. Because of the 19 exodus of employees, the Debtor cannot continue to represent its clients in its pending 20 matters. Both prior to and after the Petition Date, certain clients of the Debtor have 21 terminated their relationship with the Debtor and engaged substitute counsel. 22 4. Since my appointment, one of my highest priorities was ensuring that the23 rights of the Debtor's current clients in pending matters were protected. In order to 24 protect these clients' rights, I immediately began to interview law firms—with the 25 assistance of my counsel—to explore the possibility of transferring the Debtor's pending 26 cases. The goal of my discussions with these law firms was to ultimately transfer some 27 or all of the pending cases to protect the clients' rights. I have already entered into a

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1 California Gas Leak Litigation will be assigned and transitioned to Frantz while preservin2 the Estate's right to recover fees and costs on extremely favorable terms. 3 5. With the Southern California Gas Leak Litigation piece resolved, and after4 entering into Confidentiality Agreements and receiving proposals from other firms, I 5 entered into the Agreement with AAC. AAC is one of California's most respected law 6 firms and enjoys a national reputation for the quality of its trial skills and the aggressive 7 representation it provides on behalf of its clients. Its practice areas substantially overlap 8 with those of the Debtor. AAC is well-suited to represent the Debtor's clients 9 Accordingly, AAC and I agreed that AAC would handle or assist with some of the 10 Debtor's cases on the terms and conditions set forth in the Agreement. 11 6. The Agreement is the product of extensive discussions and negotiations2 0 0 92626 4 445-1 1123 acansde psr,o avsid wees llm aes wcaitshe as swyhseterem tahteic Dweabyt otor haadsd roers ws iclle breta itne romf itnhaet eDde abntodr 'csa rseemsa winhinegre theornia ax 71 a, Calif00 • F 14 Debtor previously referred the case out to other counsel for handling. The Agreement s0 15 represents the most efficient and effective way to deal with certain of the Debtor's e1 M5- a 4 ost4 4 16 remaining cases while maximizing value for the Estate and protecting clients. A true andC1 7 el 17 correct copy of the Agreement is attached as Exhibit "1." T 18 7. The Agreement is in the best interest of the Debtor's clients. I cannot19 litigate or otherwise administer the AAC Cases, and the Agreement ensures that the 20 Debtor's clients will have the opportunity to retain competent representation through 21 AAC. Ultimately, if the clients choose AAC as its new counsel, they will be represented 22 by counsel who is experienced and qualified. 23 8. Without the Agreement in place, clients may continue to migrate to24 substitute counsel or remain without effective representation. The Agreement is 25 reasonable and in the best interest of the Debtor's creditors and clients, has been 26 proposed in good faith, and is the product of arms-length negotiations with AAC. There i27 a valid business justification for the Agreement as it likely represents the best outcome

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1 I declare under penalty of perjury under the laws of the United States of America 2 that the foregoing is true and correct. 3 Executed on this 25th day of February, 2021, at Los Angeles, California. 4 5 6 7 ELISSA D. MILLER 8 9 10 11 2 0 0 92626 4 445-1 1123 ornia ax 71 a, Calif00 • F 14 s0 15 e1 M5- a 4 ost4 4 16 C1 7 el 17 T 18 19 20 21 22 23 24 25 26 27

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1 DECLARATION OF DARREN O. AITKEN 2 I, Darren O. Aitken, declare as follows: 3 1. I am a partner at the law firm of Aitken Aitken Cohn and have practiced wit4 the firm since 1992. I know each of the following facts to be true of my own personal 5 knowledge, except as otherwise stated and, if called as a witness, I could and would 6 competently testify with respect thereto. I make this declaration in support of the Motion 7 for Order Authorizing and Approving the Transition, Assignment and Lien Agreement an8 the Assignment of the Estate's Interests in Certain of the Debtor's Cases to Aitken Aitken 9 Cohn Free and Clear of Liens, Claims and Interests Pursuant to 11 U.S.C. § 363 (the 10 "Motion"). Unless otherwise defined in this declaration, all terms defined in the Motion 11 are incorporated herein by this reference. 2 0 0 92626 4 445-1 1123 invento2ry. (theA "AACAC h aCsa asgerse")e do nto t hhea ntedrlme so ra ansds cisotn wdiitthio nsos mseet ofof rtthhe i nD ethbeto Ar'gsr ceaesmeent. ornia ax 71 a, Calif00 • F 14 3. While the decision to choose and retain counsel rests with the clients, AACs0 15 will be able to provide certain of the Debtor's clients with the opportunity to continue with e1 M5- a 4 ost4 4 16 reputable and experienced counsel. C1 7 el 17 4. I believe that AAC stands uniquely situated to safeguard the interests of thT 18 Debtor's clients and to protect the Trustee's claims for reasonable compensation for lega19 work performed by the Debtor prior to the bankruptcy. All AAC's partners have been 20 recognized in the "Best Lawyers" and "Super Lawyers" lists, and we can boast that our 21 attorneys collectively possess hundreds of years of legal experience in this specific and 22 complex field of law. Over its fifty years of existence, AAC has achieved a US News and23 World Report Tier 1 ranking, and we practice throughout the state. 24 5. AAC will hold the interests of clients foremost. The Debtor's clients have25 been victimized twice—once during the initial incident and second when the Debtor 26 collapsed under a cloud of deception. 27

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1 6. Since the clients will likely not be in the position to pay for ongoing litigation2 costs, AAC has access to the financial resources to fund these claims through 3 completion. 4 7. AAC has expertise in the legal fields in which the Debtor practiced and has5 deep relationships with the top practitioners in all related fields. Because of our internal 6 expertise and extensive "rolodex," AAC is a "one-stop shop" to manage and bring to 7 successful conclusion the entirety of the Debtor's current caseload. Additional 8 information regarding the firm and its qualifications can be found at www.aitkenlaw.com. 9 8. AAC's experience and "client first" attitude will be invaluable when10 convincing the Debtor's (likely highly skeptical) clients to retain a firm who is acting as th11 successor to the firm that let them down. These clients can choose any firm to work with2 0 0 92626 4 445-1 1123 ainntedr ethsetsy thhaavt ea sa llm baeneyn clliikeenlyt rseolalictiiotendsh bipys o athse pr ofisrmsibsl.e Sairnec per iet sise rcvreudc,i aal tfoir mth ew iEths tate's ornia ax 71 a, Calif00 • F 14 experience and an impeccable ethical reputation is critical in preserving whatever client s0 15 relationships remain after the last several months of turmoil. e1 M5- a 4 ost4 4 16 9. AAC is proud of its statewide reputation as "straight shooters" and itsC1 7 el 17 attorneys are held in high regard as ethical advocates by the judiciary. Our strong recorT 18 of civic and legal organization involvement has given us credibility within the bench and 19 bar as a firm whose word can be trusted and whose opinions have a solid basis. This 20 hard-won reputation will be invaluable to the Trustee as we navigate the relationships 21 with the various firms currently handling the Debtor's matters or who trusted the Debtor t22 handle referred cases and are now contemplating a switch to a different legal team. Thi23 reputation within the bench and bar will also greatly aid the Trustee's position in those 24 instances where the right to fees and costs will have to be arbitrated or tried. 25 10. AAC has no cases in its inventory that were referred by, or represented by,26 the Debtor at any time. Therefore, there are no cases where there will be any conflict of 27 interest between AAC and the interests of the Trustee.

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1 11. AAC is committed to working transparently with the Trustee to ensure the2 Debtor's interests are protected and that the Debtor's former clients get the best possible3 results. By doing so, the fees recovered by AAC and referred to the Estate will be 4 maximized. 5 I declare under penalty of perjury under the laws of the United States of America 6 that the foregoing is true and correct. 7 Executed on this 26 day of February, 2021, at Santa Ana, California. 8 9 DARREN O. AITKEN 10 11 2 0 0 ornia 92626 ax 714 445-1 1123 a, Calif00 • F 14 s0 15 e1 M5- a 4 ost4 4 16 C1 7 Tel 17 18 19 20 21 22 23 24 25 26 27

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EXHIBIT "1"

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TRANSITION, ASSIGNMENT AND LIEN AGREEMENT This Transition, Assignment and Lien 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 Aitken Aitken Cohn (“AAC”), on the other hand. The Trustee and AAC may hereinafter be referred to individually as a “Party” and collectively as the “Parties”. RECITALS A. The Debtor was once a prominent plaintiff's law firm based in Los Angelespracticing in the areas of personal injury, defective products, sexual abuse, toxic torts, business law, employment law, and aviation law. On December 18, 2020 ("Petition Date"), the Bankruptcy Case was commenced by an involuntary chapter 7 bankruptcy petition filed against the Debtor in the Bankruptcy Court. B. The petitioning creditors moved for the appointment of an interim trustee whichwas granted by the Bankruptcy Court by order entered January 5, 2021. The Trustee was appointed as the interim chapter 7 trustee on January 6, 2021. An Order for Relief was entered in the Bankruptcy Case on January 13, 2021. The Trustee was again appointed as the interim chapter 7 trustee for the Debtor's estate (the "Estate") on January 13, 2021. C. As of the Petition Date, the Debtor was counsel of record in a significant numberof cases that were retained on a contingency basis. Both prior to and after the Petition Date, certain clients of the Debtor have terminated their relationship with the Debtor and engaged substitute counsel. D. In carrying out her fiduciary duty to, and in furtherance of the best interests of theEstate and the Debtor's clients and creditors, the Trustee interviewed a number of firms interested in taking over some or all of the Debtor's cases. Among other firms, AAC has expressed the desire to handle or assist with some of the Debtor's cases. E. The Trustee and AAC have agreed that AAC will handle or assist with some of theDebtor's cases on the terms and conditions set forth in this Agreement. THEREFORE, PURSUANT TO THE FOREGOING RECITALS, and in consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound by this Agreement, hereby represent, warrant, covenant, agree and declare as follows:

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TERMS AND CONDITIONS 1. Definitions. In addition to the definitions in the Recitals or otherwise in this Agreement, the followingdefinitions shall apply: "AAC Cases" mean, collectively, the Tier 2 Cases and the Tier 3 Cases. “Costs” mean all reasonable costs relating to the AAC Cases, the Tier 1 Cases, the Terminated Cases, and the Referred Cases, including, without limitation, (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) all costs and expenses of case management and accounting, and (vii)any other costs reasonably necessary to procure resolution of a case. All such costs are subject todocumentation, which documentation shall be provided to the Trustee and AAC. No interest shallaccrue or be payable on account of Costs. "Excluded Cases" mean those cases of the Debtor for which AAC will not assume representation of clients including, without limitation, the Resolved Cases and the Southern California Gas Leak Case. "Imminent" means a Tier 2 Case in which a final resolution amount is reached within sixty (60)days of AAC assuming representation of a client(s). “Referral Fees” mean referral fees owing to third parties or the Debtor pursuant to enforceable referral fee arrangements. "Referred Cases" mean those cases of the Debtor that the Debtor referred out prior to the Petition Date for a set Referral Fee negotiated between the Debtor and the handling attorney. "Resolved Cases" mean those cases of the Debtor for which the Estate does not or will not require the services of AAC, including, without limitation, those cases that have settled or will settle and/or have been or will be reduced to judgment. "Route 91 Case" means the pending case of the Debtor where the Debtor represents clients asserting claims arising out of the October 1, 2017 shooting in Las Vegas, Nevada. "Southern California Gas Leak Case" means the pending case where the Debtor and Frantz Law Group, APLC, jointly represent approximately 8,200 plaintiffs asserting claims arising out of the 2015 blowout and subsequent months-long gas leak in Porter Ranch, California. "Terminated Cases" mean those cases of the Debtor where clients have terminated or will terminate their relationship with the Debtor and engaged or will engage substitute counsel other than AAC.

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"Tier 1 Cases" mean those cases of the Debtor in which a settlement amount has been agreed upon and the case requires only post-settlement work, including, without limitation, lien negotiations, Medicare set-aside allocations, special needs trust/government benefit retention analysis and consultation and/or approval of a Petition for Compromise of a Minor or Dependent Adult. Tier 1 Cases will include any Route 91 Case in which the client Opted-In to the global settlement established as the One October Settlement Fund and in which a client claim form was timely submitted to the One October Settlement Fund. "Tier 2 Cases" mean those cases of the Debtor where AAC assumes representation of the client(s) in which settlement is Imminent. "Tier 3 Cases" mean those cases of the Debtor where AAC assumes representation of the client(s) that are not Excluded Cases, Referred Cases, Terminated Cases, Tier 1 Cases or Tier 2 Cases. 2. Case Review, Identification and Classification. a. For those cases of the Debtor that are not Excluded Cases, the Trustee may decideduring the course of her administration of the Bankruptcy Case, in her sole andabsolute discretion, to refer such case to AAC for handling or assistance. Uponreferral from the Trustee, AAC agrees to review any such case promptly. b. All cases referred by the Trustee to AAC for consideration will remain within theEstate and control of the Trustee while AAC's case review process occurs. Afterprompt review of each case referred, AAC shall elect, in its sole and absolutediscretion, to either (i) decline to handle or assist with the case outright, (ii) declineto handle the case but identify and treat the case as an AAC Declined Case definedin and governed by Section 7 of this Agreement, or (iii) decide to handle or assistwith the case as an AAC Case, Tier 1 Case, Terminated Case, or Referred Case asprovided in this Agreement, and in each instance, promptly notify the Trustee of itsdecision. c. Should AAC elect to proceed as set forth in Section 2.b.(iii) above, AAC shallclassify each case as either a Referred Case, Terminated Case, Tier 1 Case, Tier 2Case or Tier 3 Case. If the Trustee accepts such case classification, then the casereferral shall proceed and be governed by the terms and conditions of thisAgreement (an "Accepted Referral"). If the Trustee does not accept such caseclassification, then the case referral shall not proceed and the terms and conditionsof this Agreement shall not apply to such case. d. AAC will not assume responsibility for the AAC Cases until client contact isestablished and that client consents to the representation by AAC going forward. Since this Agreement contemplates the splitting of contingent attorney fees, theCalifornia Rules of Professional Responsibility mandate that no such agreement iseffective until approved by the client in writing. For the avoidance of doubt, no

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attorney-client relationship shall be established between AAC and any client of the Debtor until that client consents to the representation by AAC. 3. Allocation of Attorney Fees for the AAC Cases. a. All attorney fees earned in the Tier 2 Cases shall be allocated as follows: 65% to the Trustee for the benefit of the Estate; and 35% to AAC. b. All attorney fees earned in the Tier 3 Cases shall be allocated as follows: 25% to the Trustee for the benefit of the Estate unless the case alleges medical negligence governed by the MICRA statutes. In cases governed by MICRA, 15% to the Trustee for the benefit of the Estate; and 75% to AAC unless the case alleges medical negligence governed by the MICRA statutes. In cases governed by MICRA, 85% to AAC. c. In any AAC Cases previously subject to any Referral Fees, it is understood andacknowledged that AAC will not be responsible for paying any such Referral Fees. The right to and amount of any such Referral Fees is the responsibility of the Estateand shall be determined in the Bankruptcy Case and paid to the Estate foradministration in the Bankruptcy Case. 4. Payment Of Allocated Fees for the AAC Cases. All attorney fees earned for the AAC Cases shall be initially payable to a trust fundadministered by AAC. As soon as practicable after receipt, AAC shall notify the Trustee that attorney fees have been received. Within 30 days of receipt, AAC shall calculate the AAC allocation and the Estate allocation and provide an accounting and notify the Trustee of the proposed allocation. If the Trustee does not object to the proposed allocation within 14 days after such notice, AAC shall distribute the attorney fees in accordance with the proposed allocation. If the Trustee does object, AAC 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. 5. Costs for the AAC Cases. All Costs paid or incurred by the Debtor in the AAC Cases prior to the retention of AACby the client shall remain the responsibility of the Estate. These Costs will be reimbursed to the Estate upon successful resolution of the AAC Case in which the Costs were paid or incurred. All Costs paid or incurred by AAC after it is retained will become the responsibility of AAC. Such

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paid or incurred Costs by AAC will be reimbursed to AAC once the AAC Case in which the Costs were paid or incurred resolves successfully. If Costs originally incurred by the Debtor in an AAC Case are paid by AAC, such Costs shall be reimbursed to AAC. The parties reserve the right to review and negotiate the reimbursement amount of all Costs paid or incurred by the Debtor or AAC in the AAC Cases.. The Parties agree to provide each other with Costs claims for each case as soon as reasonably practical. The Parties will attempt to resolve any dispute over Costs promptly. If the Parties cannot resolve their dispute within 30 days, the matter will be submitted to the Bankruptcy Court. 6. The Tier 1 Cases. For any Tier 1 Cases that are Accepted Referrals, the Trustee expressly assigns to AACall rights, on behalf of the Estate, to complete the settlement previously negotiated by the Debtor. AAC shall not become counsel of record and no attorney-client relationship shall be established between AAC and any client of the Debtor. All attorney fees earned in the Tier 1 Cases shall be allocated as follows: 75% to the Trustee for the benefit of the Estate; and 25% to AAC. All attorney fees earned and Costs reimbursed for any Tier 1 Case shall be initially payable to a trust fund administered by AAC. As soon as practicable after receipt, AAC shall notify the Trustee that attorney fees and Costs have been received. Within 30 days of receipt, AAC shall calculate the AAC allocation and the Estate allocation and provide an accounting and notify the Trustee of the proposed allocation. If the Trustee does not object to the proposed allocation within 14 days after such notice, AAC shall distribute the attorney fees and Costs in accordance with the proposed allocation. If the Trustee does object, AAC 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. 7. The AAC Declined Cases Certain cases may arise that AAC declines to handle directly but is willing, upon requestand referral of the Trustee, to seek competent outside counsel to handle the matter going forward ("AAC Declined Cases"). AAC will diligently work with the Trustee to place the AAC Declined Cases under the control of competent outside counsel where possible. This outside counsel will agree to pay an appropriate Referral Fee and Costs to the Estate. AAC will monitor these referrals on an ongoing basis for the benefit of the Estate until the referred case is resolved. AAC will receive 10% of the Referral Fee paid to the Estate in compensation for the administrative duties performed on behalf of the Estate. If AAC is unable to find competent outside counsel to handle the matter, the matter will be referred back to the Estate for further handling.

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8. The Terminated Cases. For any Terminated Cases that are Accepted Referrals, the Trustee expressly assigns toAAC all rights, on behalf of the Estate, to pursue the attorney fees and Costs that the Estate is entitled to under this section. AAC will contact the current handling attorneys to assert the Debtor's right to fees on a quantum meruit basis and Costs where such a claim for attorney fees and Costs should reasonably be paid, including filing liens for services as required. Upon the resolution of these Terminated Cases, AAC will negotiate with the handling attorneys for appropriate compensation for work performed by the Debtor prior to termination and Costs. Should such negotiations fail, AAC will pursue arbitration and/or litigation to collect such attorney fee interests and Costs where it appears legally and economically justified to do so in consultation with the Trustee. For these services, AAC will receive 50% of all attorney fees and Costs recovered on behalf of the Estate pursuant to this section. It will be the responsibility of the Estate to take all legal steps before the courts to perfect AAC's right to assert the Debtor's right to quantum meruit fees and Costs. 9. The Referred Cases. For any Referred Cases that are Accepted Referrals, AAC will monitor each case to ensurethe Estate is paid the negotiated Referral Fee and Costs once the case resolves where it is reasonably expected that a Referral Fee and Costs should be paid to the Debtor. AAC will receive 10% of the Referral Fees collected on behalf of the Estate for these services. Should the handling attorney decline to honor the Referral Fee negotiated prior to the Petition Date, AAC will take whatever steps deemed appropriate in consultation with the Trustee to protect the Estate's interests. In these Referred Cases, AAC will receive 50% of the Referral Fees and Costs collected on behalf of the Estate. 10. Common Defense Benefit Claims. To the extent that any AAC Case is an MDL or JCCP case, the Estate shall separately retain100% of any common defense/benefit fund claim owing to it, and the Estate shall be separately responsible for all costs, expenses, and other charges associated with its claim. 11. Assignment Of All Other Rights / Free And Clear Assignment. Subject to the fee sharing agreements and Costs reimbursements set forth in thisAgreement, all of the Debtor’s and the Estate’s interests in the AAC Cases shall be assigned to AAC "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 AAC. The assignment to AAC, including, without limitation, AAC's attorney fee allocations, 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,

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and (ii) any purported assignments or transfers (or agreements to a substitution of counsel) by the Debtor. Any liens, claims, encumbrances, or other interests of the Debtor's creditors or other third parties that may assert an interest in the Debtor's right to attorney fees and Costs shall attach only to the Estate's portion of any attorney fee allocation and Costs, and not to AAC's attorney fee allocation or Costs, with the same validity (if any), priority, scope and extent that such liens, claims, encumbrances or other interests had prior to the Petition Date, and subject to any claims or defenses the Trustee or the Estate may have. For the avoidance of doubt, AAC 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. 12. Withdrawal And Substitution Of Debtor As Counsel and Lien in Favor of the Estate. For any AAC Cases that are Accepted Referrals or AAC Declined Cases, the Trustee shalltake all steps reasonably necessary to cause the Debtor to promptly withdraw as counsel in the AAC Cases. The Trustee shall coordinate with AAC to provide for the smooth transition of the AAC Cases and to notify the clients that their cases will be handled solely by AAC. AAC acknowledges and agrees that the Estate has a lien(s) in the AAC Cases for attorney fees and Costs advanced or otherwise incurred by the Debtor. The lien(s) will attach to any recovery the clients may obtain in the AAC Cases, 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(s). 13. Cooperation and Reporting Requirements. For any cases that are Accepted Referrals, the Parties shall cooperate in good faith toeffectuate the terms of this Agreement, including, without limitation (i) effectuating the transfer of all client and case files related to the AAC Cases to AAC, (ii) filing of withdrawals and/or substitutions of counsel, (iii) preparing, executing or filing any documents necessary to acknowledge the Estate's lien(s) as set forth in Section 12 of this Agreement, and (iv) resolving unforeseen issues in regard to particular cases that were not anticipated by either the Trustee or AAC. AAC shall provide quarterly status reports to the Trustee commencing on April 1, 2021 and continuing on the first day of each quarter thereafter on the AAC Cases (Section 2), the Tier 1 Cases (Section 6), the AAC Declined Cases (Section 7), the Terminated Cases (Section 8) and the Referred Cases (Section 9). These status reports shall contain information similar to those currently maintained by AAC on cases unrelated to the Debtor. Pursuant to Federal Rule of Evidence 502(d), no ongoing communications between AAC and the Trustee and her counsel, including the quarterly status reports, shall constitute a waiver of the client's attorney-client communications or attorney work product related to the AAC Cases, the Tier 1 Cases, the AAC Declined Cases, the Terminated Cases or the Referred Cases.

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14. Notices. Any notices required hereunder shall be provided in writing by overnight delivery or emailto the following: 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 AAC: Darren O. Aitken Aitken Aitken Cohn 3 MacArthur Place, Suite 800 P.O. Box 2555 Santa Ana, CA 92707 darren@aitkenlaw.com 15. 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. 16. 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.

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17. 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. Except as otherwise provided in this Agreement, neither AAC nor the Trustee shall make any voluntary assignment, voluntary referral, or other voluntary transfer that would cause attorney fees that would otherwise be subject to the attorney fee allocation under this Agreement to be paid to any other counsel, entity, or person, unless such assignment or other transfer (i) by AAC is solely out of the AAC attorney fee allocation, or (ii) by the Trustee (and with Bankruptcy Court approval), is solely out of the Estate attorney fee allocation. Any such assignment or other transfer shall be subject to the reasonable consent of the other Party. 18. 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. 19. Modification. This Agreement may be modified only by a writing executed by the Party to this Agreementagainst whom enforcement of such modification is sought. 20. Further Assurances. The Parties shall take all further acts and sign all further documents necessary orconvenient to effectuate the purpose of this Agreement. 21. 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. 22. 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. 23. 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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24. 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. 25. 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. 26. Recitals Acknowledged. The Recitals are true and correct to the best of the Parties’ knowledge, and hereby adoptedby the Parties. 27. 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 (i) a hearing on shortened or regular time, and (ii) 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 be reasonably acceptable to AAC, and 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 Estate property shall attach only to the Estate's portion of any attorney fee allocation and Costs, and not to AAC's attorney fee allocation or Costs, with the same validity (if any), priority, scope and extent that such liens, claims, encumbrances had prior to the Petition Date, and subject to any claims or defenses the Trustee or the Estate may have, and (iv) AAC 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.

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IN WITNESS WHEREOF, the Parties hereto hereby execute this Agreement as of the date of final signature below. Dated: February _22_, 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 Aitken Aitken Cohn By:_______________________________ Darren O. Aitken

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IN WITNESS WHEREOF, the Parties hereto hereby execute this 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 24, 2021 Aitken Aitken Cohn By:_______________________________ Darren O. Aitken 11 2858274.1

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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 AND APPROVING HE TRANSITION, ASSIGNMENT AND LIEN AGREEMENT AND THE ASSIGNMENT OF THE ESTATE'S INTERESTS IN CERTAIF THE DEBTOR'S CASES TO AITKEN AITKEN COHN FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS PURSUANT T 1 U.S.C. § 363; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATIONS OF ELISSA D. MILLER AND DARREN O. ITKEN 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 Generalrders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date)arch 2, 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 2, 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 .S. Bankruptcy Court oybal Federal Building 55 E. Temple Street, Suite 1660 os Angeles, CA 90012 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) March 2, 2021 , I served thellowing 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. IA E-Mail 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 2, 2021 Gabriela Gomez-Cruz /s/ Gabriela Gomez-Cruz Date PrintedName 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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. SERVED BY UNITED STATES MAIL: AIMLER TRUST  DOMINIC LOMBARDO  EMPLOYMENT DEVELOPMENT DEPT.  /O BK SERVICING, LLC  115 E. POMONA BOULEVARD  BANKRUPTCY GROUP MIC 92E O BOX 131265  SUITE A  P.O. BOX 826880  OSEVILLE, MN 55113‐0011  MONTEREY PARK, CA 91755‐7210  SACRAMENTO, CA 94280‐0001 RIKA SALDANA  DK GLOBAL, INC.  FRANTZ LAW GROUP, APLC  757 RIVERSIDE DRIVE  420 MISSOURI CT  2029 CENTURY PARK EAST LENDALE, CA 91201‐2856  REDLANDS, CA 92373‐3128  #400  LOS ANGELES, CA 90067‐2905  AY PUGH  FRANCHISE TAX BOARD  JILL O'CALLAHAN  163 DANIELS DRIVE  BANKRUPTCY SECTION MS: A‐340  1437 CLUB VIEW DRIVE S ANGELES, CA 90035‐1101  P.O. BOX 2952  LOS ANGELES, CA 90024‐5305 SACRAMENTO, CA 95812‐2952  AYLE C. KUROSU  GIRARDI KEESE  IDISCOVERY SOLUTIONS  116 WEST 187TH STREET  1126 WILSHIRE BLVD  535 ANTON BLVD STE 850 ARDENA, CA 90248‐4123  LOS ANGELES, CA 90017‐1904  COSTA MESA, CA 92626‐7062 ARLATT CONSULTING  KIMBERLY ARCHIE  JOHN ABASSIAN  5 CRESTA VERDE DR  15210 VENTURA BOULEVARD  6403 VAN NUYS BOULEVARD OLLING HILLS ESTATES, CA 90274‐5455  SUITE 307  VAN NUYS, CA 91401‐1437 SHERMAN OAKS, CA 91403‐3841  FFICE OF  FINANCE     L.EVERETT & ASSOCIATES, LLC SOUTHERN CALIFORNIA GAS COMPANY ITY OF LOS ANGELES  3700 STATE STREET, SUITE 350 555 WEST 5TH STREET 00 N SPRING ST RM 101 CITY HALL  SANTA BARBARA, CA 93105‐3100 LOS ANGELES, CA 90013‐1011 S ANGELES CA 90012‐3224  OBERT GIRARDI  ROBERT KEESE  US LEGAL SUPPORT  02 SOUTH MARENGO AVE.  22982 ROSEMONT COURT  16825 NORTH CHASE DR SUITE 900 UITE B  MURRIETA, CA 92562‐3075  HOUSTON, TX 77060‐6004  ASADENA, CA 91101‐3113  ELLS FARGO VENDOR FINANCIAL SERVICES,  VIRGINIA ANTONIO  C.  20413 VIA NAVARRA  /O HEMAR, ROUSSO & HEALD, LLP  YORBA LINDA, CA 92886‐3065  5910 VENTURA BLVD., 12TH FLOOR  NCINO, CA 91436‐2802  ia U.S. Mail & E‐Mail  Via U.S. Mail & E‐Mail  Via U.S. Mail & E‐Mail NDREW W ZEPEDA  JEFFREY M. SCHWARTZ, ESQ.  NANO BANC  MES J FINSTEN  MUCH SHELIST, P.C.  25220 HANCOCK AVE., SUITE 140 RIE, ZEPEDA, SCHMALZ, HOGAN & MARTIN  191 NORTH WACKER DRIVE, SUITE 1800  MURRIETA, CA 92562 875 CENTURY PARK E STE 2100   CHICAGO, IL 60606  EPADILLA@NANOBANC.COM S ANGELES, CA 90067  TELEPHONE: (312) 521‐2626  PDONALDSON@NANOBANC.COM ZEPEDA@LURIE‐ZEPEDA.COM  JSCHWARTZ@MUCHLAW.COM  INSTEN@LURIE‐ZEPEDA.COM  ATTORNEYS FOR NANO BANK 

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ia U.S. Mail & E‐Mail  Via U.S. Mail & E‐Mail  Via U.S. Mail & E‐Mail W FINANCE GROUP, LLC  DAVID R. LIRA  LFG SPECIAL INVESTOR GROUP, LLC 91 REDWOOD HWY  ENGSTROM, LIPSCOMB & LACK  FINANCE GROUP FUND II UITE 1200  10100 SANTA MONICA BLVD., 12TH FLOOR  200 SOUTH VIRGINIA ST., 8TH FLOOR ILL VALLEY, CA 94941  LOS ANGELES, CA 90067  RENO, NV 89501 FO@LAWFINANCE.COM  DLIRA@ELLLAW.COM  INFO@LAWFINANCE.COM  ia U.S. Mail & E‐Mail  Via U.S. Mail & E‐Mail  ORPORATION SERVICE COMPANY, AS  CT CORPORATION SYSTEM, AS  EPRESENTATIVE  REPRESENTATIVE  .O. BOX 2576  CT LIEN SOLUTIONS  PRINGFIELD, IL  62708  330 N. BRAND BLVD., SUITE 700  01 ADLAI STEVENSON DR.  GLENDALE, CA 91203  PRINGFIELD, IL 62703  UCCSPREP@CSCINFO.COM  CCSPREP@CSCINFO.COM 

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