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Full title: Adversary case 2:21-ap-01039. Notice of Removal of Lawsuit Filed by Law Offices of Philip R. Sheldon, Philip R. Sheldon, Law Office of Robert P. Finn, Robert P Finn. Fee Amount $350 Nature of Suit: (01 (Determination of removed claim or cause)),(14 (Recovery of money/property - other)) (Matthai, Edith) (Entered: 03/05/2021)

Document posted on Mar 4, 2021 in the bankruptcy, 89 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

On December 9, 2020, Plaintiffs, the Law Offices of Philip R. Sheldon 4 APC, a California Professional Corporation, Philip R. Sheldon, and Individual, the 5 Law Offices of Robert P. Finn, a California Sole Proprietorship, and Robert P. Finn6 an individual (“Plaintiffs”) filed a Complaint in the Superior Court of the State of 7 California for the County of Los Angeles against Thomas V. Girardi, and 8 Individual, and Girardi & Keese, a California law firm. Plaintiff alleges that Lira is liable for the failure of Thomas Girardi and23 Girardi Keese to pay Plaintiffs monies allegedly owed under referral fee contracts 24 between Plaintiffs, Girardi, and Girardi Keese.The 19 Girardi Defendants did not make any payment to the Sheldon Plaintiffs and, on December 20, 20 2018, Defendant Girardi again wrote another letter to Mr. Sheldon with the subject line “TXI 21 Referrals,” stating: “My dear pal: I know you will never believe this, but we are getting much 22 closer.Mr. Sheldon and Mr. Finn were each older than 65 years of age at the time of 4 the conduct, and Defendants Girardi’s, GK’s, Lira’s, Finnerty’s and Does 21-40’s conduct was 5 a substantial factor in causing Plaintiffs Sheldon’s and Finn’s harm.In doing these acts, Defendants Girardi, GK, Lira, Finnerty and Does 21-40, 7 and each of them, acted with recklessness, oppression, fraud, or malice, as defined by 8 California Civil Code section 3294(c), and Plaintiffs Sheldon and Finn are therefore also 9 entitled to punitive and/or exemplary damages, and damages for pain and suffering as provided 10 in California Welfare and Institutions Code section 15657.5.

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1 ROBIE & MATTHAI A Professional Corporation 2 Edith R. Matthai (SBN 66730) Leigh P. Robie (SBN 294688) 3 350 S. Grand Avenue, Suite 3950 Los Angeles, California 90071 4 Telephone: (213) 706-8000 Facsimile: (213) 706-9913 5 E-mail: EMatthai@romalaw.com E-mail: LRobie@romalaw.com 6 Attorneys for DAVID LIRA 7 8 9 UNITED STATES BANKRUPTCY COURT 10 FOR THE CENTRAL DISTRICT OF CALIFORNIA 11 LAW OFFICES OF PHILIP R. CASE NO.: SHELDON, APC, A California 12 professional corporation ,PHILIP SHELDON, an individual; LAW 13 OFFICES OF ROBERT P. FINN, A NOTICE OF REMOVAL California Sole Proprietorship; and 14 ROBERT P. FINN, an individual 15 Plaintiffs, 16 vs. 17 THOMAS V. GIRARDI, an individual; GIRARDI & KEESE, a California law 18 firm; ERIKA GIRARDI a/k/a ERIKA JAYNE, an individual; EJ GLOBAL, 19 LLC, a California limited liability company; 1126 WILSHIRE 20 PARTNERSHIP, a California general partnership; GIRARDI FINANCIAL, 21 INC., a Nevada corporation; DAVID LIRA, an individual; ROBERT 22 FINNERTY, an individual; and DOES 1- 100, inclusive, 23 Defendants, 24 25 26 Pursuant to 28 U.S.C. §1452(a) and FRBP 9027, Defendant David Lira 27 (“Lira”) hereby gives timely notice of the removal of this matter from the Superior

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1 Bankruptcy Court for the Central District of California. 2 INTRODUCTION 3 1. On December 9, 2020, Plaintiffs, the Law Offices of Philip R. Sheldon 4 APC, a California Professional Corporation, Philip R. Sheldon, and Individual, the 5 Law Offices of Robert P. Finn, a California Sole Proprietorship, and Robert P. Finn6 an individual (“Plaintiffs”) filed a Complaint in the Superior Court of the State of 7 California for the County of Los Angeles against Thomas V. Girardi, and 8 Individual, and Girardi & Keese, a California law firm. Exhibit 1. 9 2. On December 18, 2020, an Involuntary Bankruptcy Petition was filed 10 against Tom Girardi in the United States Bankruptcy Court for the Central District 11 of California Case No. 2:20-bk-21020-SK. Exhibit 2. 12 3. On December 18, 2020, an Involuntary Bankruptcy Petition was filed 13 against Girardi & Keese in the United States Bankruptcy Court for the Central 14 District of California Case No. 2:20-bk-21022-SK. Exhibit 3. 15 4. On December 16, 2020, Plaintiffs filed a First Amended Complaint 16 (“FAC”) naming Defendant David Lira (“Lira”). A true and correct copy of the FA17 is attached as Exhibit 4. 18 5. Counsel for Lira signed and returned a Notice of Acknowledgement 19 and Receipt for the FAC to plaintiff’s counsel on February 3, 2021. A true and 20 correct copy of the Notice of Acknowledgement and Receipt is attached as Exhibit 21 5. 22 6. Plaintiff alleges that Lira is liable for the failure of Thomas Girardi and23 Girardi Keese to pay Plaintiffs monies allegedly owed under referral fee contracts 24 between Plaintiffs, Girardi, and Girardi Keese. Plaintiff asserts various tort claims 25 against Lira based on Girardi Keese’s and Girardi’s failure to pay referral fees to 26 Plaintiff. 27 7. Lira removes this action pursuant to 28 U.S.C. §1452(a). As set forth

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1 alleged contracts between Plaintiffs and Girardi and Girardi Keese. Additionally, 2 Plaintiff’s seek an accounting of Girardi Keese’s books. 3 I. THIS CASE IS REMOVABLE UNDER 28 U.S.C. §1452 (a). 4 8. Any state court cause of action or claim that falls within federal 5 bankruptcy jurisdiction may be removed to the district bankruptcy court where the 6 bankruptcy course is pending. (28 U.S.C. §1452(a).) Removal jurisdiction extends 7 to “all civil proceedings arising in or related to bankruptcy cases.” (28 U.S.C. 8 §1334(b).) 9 9. Plaintiffs allege that there were contracts, oral and written, between 10 them and Girardi Keese. These are core proceedings under 28 U.S.C. §157(b)(2). 11 Plaintiffs seek an accounting of the settlement amounts received and disbursed by 12 Girardi and Girardi Keese. That accounting will occur as part of the bankruptcy 13 proceedings in the Girardi and Girardi Keese bankruptcies. 14 10. Plaintiffs also allege causes of action against Lira for fraudulent 15 transfer, conversion, and elder abuse arising out of the alleged failure to pay 16 plaintiffs pursuant to contracts between Plaintiffs, Girardi and Girardi Keese. 17 11. The contracts that Sheldon and Finn alleged were breached are betwee18 them, Tom Girardi and Girardi Keese. Lira is not alleged to be an individual party t19 those contracts. Mr. Lira, a salaried employee of Girardi Keese, has no individual 20 liability under those contracts. Lira’s liability, if any, is dependent upon a condition21 precedent determination of liability of Girardi Keese and Thomas Girardi. While 22 Lira has other defenses to Plaintiff’s claims, they need not be litigated until a 23 determination of Girardi and Girardi Keese liability is first made. Continued 24 litigation against Lira on these claims would necessitate the continuance of litigatio25 against Girardi and Girardi Keese in violation of the automatic bankruptcy stays. 26 12. As an employer, Girardi Keese must indemnify Lira for the claims 27 asserted in the complaint. Girardi and Girardi Keese are indispensable parties and

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1 automatic stays in bankruptcy. The claims against Lira and Girardi Keese and 2 Girardi cannot be severed. Thus, removal to the bankruptcy court is necessary. 3 13. Mr. Lira was a salaried employee of Girardi Keese. Pursuant to 4 California Labor Code §2802(a) “[a]n employer shall indemnify his or her employe5 for all necessary expenditures or losses incurred by the employee in direct 6 consequence of the discharge of his or her duties…” California Labor Code §2802 7 requires an employer to indemnify an employee who is sued by third persons for 8 conduct in the course and scope of his or her employment, including paying any 9 judgment entered and attorneys’ fees and costs incurred in defending the action. 10 (Cassady v. Morgan, Lewis & Bockius, LLP, 145 Cal.App.4th 220, 230 (2006).) A 11 judgment in favor of Plaintiffs would trigger indemnification liability against 12 Girardi Keese. Any final determination of the rights of Plaintiffs, Lira, Girardi and 13 Girardi Keese must be had in the Bankruptcy Court. 14 II. ALL PROCEDURAL REQUIREMENTS OF REMOVAL ARE 15 SATISFIED UNDER FRBP 9027. 16 14. This Notice of Removal is timely filed under Federal Rules of 17 Bankruptcy Procedure Rule 9027. Lira’s counsel returned the Notice of 18 Acknowledgement and Receipt on February 3, 2021, which commenced the 90-day19 removal period under FRBP Rule 9027. 90 days from February 3, 2021, is May 4, 20 2021. 21 15. Lira has attached all filings and orders he was able to obtain from the 22 Los Angeles Superior Court website as well as the Los Angeles Superior Court 23 Docket for this matter. (Attached as Exhibits 1, 4-7) 24 16. Written notice of the filing of this Notice of Removal shall be promptl25 served on all parties herein, and a copy of this Notice shall promptly be filed with 26 the clerk in the state court action pursuant to FRBP Rule 9027. 27 17. Lira denies all claims and reserves all defenses, including but not

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1 said defenses by the filing of this Notice. 2 WHEREFORE, LIRA gives notice that the above action now pending against3 him in the Superior Court of the State of California for the County of Los Angeles, 4 Case No. 20STCV47160, is hereby removed from the above-referenced court to the 5 United States Bankruptcy Court for the Central District of California. 6 DATED: March 5, 2021 ROBIE & MATTHAI 7 A Professional Corporation 8 9 By: /s/ Edith R. Matthai Edith R. Matthai 10 Leigh P. Robie Attorneys for DAVID LIRA 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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OTICE TO DEFENDANTS: AVISO AL DEMANDADO): HOMAS V. GIRARDI, an individual; GIRARDI & KEESE, a California law firm; ERIKA GIRARDI a/k/a RIKA JAYNE, an individual; EJ GLOBAL, LLC, a California limited liability company; 1126 Wilshire artnership, a California general partnership; GIRARDI FINANCIAL, INC., a Nevada corporation; DAVID IRA, an individual; ROBERT FINNERTY, an individual; and DOES 1-100, inclusiveOU ARE BEING SUED BY PLAINTIFFS: LO ESTÁ DEMANDANDO EL DEMANDANTE): AW OFFICES OF PHILIP R. SHELDON, APC, a California professional corporation, HILIP R. SHELDON, an individual, LAW OFFICES OF ROBERT P. FINN, a California ole proprietorship, and ROBERT P. FINN, an individual NOTICE! You have been sued. The court may decide against you without your being heard unless you respond within 30 days. Read the information below. You have 30 CALENDAR DAYS after this summons and legal papers are served on you to file a written response at this court and have a copy served on the plaintiff. A letter or phone call will not protect you. Your written response must be in proper legal form if you want the court to hear your case. There may be a court form that you can use for your response. You can find these court forms and more information at the California Courts Online Self-Help Center (www.courtinfo.ca.gov/selfhelp), your county law library, or the courthouse nearest you. If you cannot pay the filing fee, ask the court clerk for a fee waiver form. If you do not file your response on time, you may lose the case by default, and your wages, money, and property may be taken without further warning from the court. There are other legal requirements. You may want to call an attorney right away. If you do not know an attorney, you may want to call an attorney referral service. If you cannot afford an attorney, you may be eligible for free legal services from a nonprofit legal services program. You can locate these nonprofit groups at the California Legal Services Web site (www.lawhelpcalifornia.org), the California Courts Online Self-Help Center (www.courtinfo.ca.gov/selfhelp), or by contacting your local court or county bar association. NOTE: The court has a statutory lien for waived fees and costs on any settlement or arbitration award of $10,000 or more in a civil case. The court's lien must be paid before the court will dismiss the case. ¡AVISO! Lo han demandado. Si no responde dentro de 30 días, la corte puede decidir en su contra sin escuchar su versión. Lea la información a continuación. Tiene 30 DÍAS DE CALENDARIO después de que le entreguen esta citación y papeles legales para presentar una respuesta por escrito en esta corte y hacer que se entregue una copia al demandante. Una carta o una llamada telefónica no lo protegen. Su respuesta por escrito tiene que estar en formato legal correcto si desea que procesen su caso en la corte. Es posible que haya un formulario que usted pueda usar para su respuesta. Puede encontrar estos formularios de la corte y más información en el Centro de Ayuda de las Cortes de California (www.sucorte.ca.gov), en la biblioteca de leyes de su condado o en la corte que le quede más cerca. Si no puede pagar la cuota de presentación, pida al secretario de la corte que le dé un formulario de exención de pago de cuotas. Si no presenta su respuesta a tiempo, puede perder el caso por incumplimiento y la corte le podrá quitar su sueldo, dinero y bienes sin más advertencia. Hay otros requisitos legales. Es recomendable que llame a un abogado inmediatamente. Si no conoce a un abogado, puede llamar a un servicio dremisión a abogados. Si no puede pagar a un abogado, es posible que cumpla con los requisitos para obtener servicios legales gratuitos de un programa de servicios legales sin fines de lucro. Puede encontrar estos grupos sin fines de lucro en el sitio web de California Legal Services, (www.lawhelpcalifornia.org), en el Centro de Ayuda de las Cortes de California, (www.sucorte.ca.gov) o poniéndose en contacto con la corte o el colegio de abogados locales. AVISO: Por ley, la corte tiene derecho a reclamar las cuotas y los costos exentos por imponer un gravamen sobre cualquier recuperación de $10,000 ó más de valor recibida mediante un acuerdo o una concesión de arbitraje en un caso de derecho civil. Tiene que pagar el gravamen de la corte antes de que la corte pueda desechar el caso. he name and address of the court is: CASE NUMBER: l nombre y dirección de la corte es): (Número del Caso): uperior Court of the State of California for the County of Los Angeles tanley Mosk Courthouse 11 N. Hill St. os Angeles, CA 90012 he name, address, and telephone number of plaintiff's attorney, or plaintiff without an attorney, is: l nombre, la dirección y el número de teléfono del abogado del demandante, o del demandante que no tiene abogado, es): ames W. Spertus | Ezra D. Landes Telephone: (310) 826-4700 PERTUS, LANDES & UMHOFER, LLP 990 S. Bundy Dr., Suite 705, Los Angeles, CA 90025 ATE: Clerk, by , Deputy echa) (Secretario) (Adjunto) or proof of service of this summons, use Proof of Service of Summons (form POS-010).) ara prueba de entrega de esta citatión use el formulario Proof of Service of Summons, (POS-010)). SEAL] NOTICE TO THE PERSON SERVED: You are served 1. as an individual defendant. 2. as the person sued under the fictitious name of (specify): 3. on behalf of (specify): under: CCP 416.10 (corporation) CCP 416.60 (minor) CCP 416.20 (defunct corporation) CCP 416.70 (conservatee) CCP 416.40 (association or partnership) CCP 416.90 (authorized person) other (specify):

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1 SPERTUS, LANDES & UMHOFER, LLP James W. Spertus (SBN 159825) 2 Ezra D. Landes (SBN 253052) 1990 South Bundy Dr., Suite 705 3 Los Angeles, California 90025 Telephone: (310) 826-4700 4 Facsimile: (310) 826-4711 jim@spertuslaw.com 5 ezra@spertuslaw.com 6 Attorneys for Plaintiff 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 FOR THE COUNTY OF LOS ANGELES, CENTRAL DISTRICT 9 LAW OFFICES OF PHILIP R. Case No.20STCV47160 SHELDON, APC, a California 10 professional corporation, PHILIP R. [Hon. Richard L. Fruin, Dept. 15] SHELDON, an individual, LAW 711  11 OFFICES OF ROBERT P. FINN, a FIRST AMENDED COMPLAINT FOR: 6‐4 California sole proprietorship, and 2 0‐8 12 ROBERT P. FINN, an individual, 1. BREACH OF CONTRACT; CA,90025  F31ACSIMILE  13 Plaintiffs, 2. BREACH OF FIDUCIARY DUTY; A.NGELES 26‐4700;  14 v. 3. FRAUD; LOS 310‐8 15 THOMAS V. GIRARDI, an individual; 4. MONEY HAD AND RECEIVED; NE  GIRARDI & KEESE, a California law O PH 16 firm; ERIKA GIRARDI a/k/a ERIKA 5. ACCOUNTING; TELE JAYNE, an individual, EJ GLOBAL, 17 LLC, a California limited liability 6. FRAUDULENT TRANSFER; company, 1126 WILSHIRE 18 PARTNERSHIP, a California general 7. CONVERSION; partnership, GIRARDI FINANCIAL, 19 INC., a Nevada corporation, DAVID 8. FINANCIAL ELDER ABUSE; LIRA, an individual, ROBERT 20 FINNERTY, an individual, and DOES DEMAND FOR JURY TRIAL. 1-100, inclusive, 21 Defendants. 22 23 24 25 26 27 28

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1 COME NOW PLAINTIFFS LAW OFFICES OF PHILIP R. SHELDON, APC, and 2 LAW OFFICES OF ROBERT P. FINN, and for their First Amended Complaint (“FAC”), 3 complain, aver, and allege as follows: 4 INTRODUCTION 5 1. Attorneys Philip Sheldon and Robert Finn referred thousands of cases to Tom 6 Girardi and his law firm Girardi & Keese (“GK”) pursuant to an agreement to share in the 7 attorneys’ fees paid when the cases settled. Plaintiffs are both seniors who devoted the 8 twilight years of their careers to working on these cases with the promise and expectation that 9 they would have the resources necessary to retire once Girardi paid them for the services they 10 performed. However, when the cases ultimately settled, Girardi concealed from Plaintiffs his 711  11 receipt of the settlement funds, lulled Plaintiffs into believing they would soon be paid, and 4 6‐ 2 0‐8 12 then refused to pay them. Instead of paying Plaintiffs, Girardi embezzled and redirected the 0025 31MILE  13 funds to family members, friends, partners, lenders, and creditors, and used the money to fund A,9  ACSI CF A.NGELES 26‐4700;  14 outrageously lavish lifestyles for himself and his wife Erika Jayne, who is better known as one LOS 310‐8 15 of The Real Housewives of Beverly Hills. To avoid paying Plaintiffs the amounts owed, NE  O PH 16 Girardi and his firm “loaned” millions of dollars to Girardi’s wife, and then filed a sham TELE 17 “divorce” to fraudulently keep the money from Plaintiffs and other vulnerable victims. 18 2. The other defendants in this case, who are some of those individuals and 19 entities who received money, have not simply been passively receiving funds that could 20 plausibly be construed as valid repayments for loans or other obligations. Rather, with 21 Girardi’s and GK’s financial woes and years of fraudulent tactics in full view, these 22 individuals and entities knowingly conspired with Girardi and GK to redirect to themselves 23 monies received into the bank accounts of GK and embezzled by Girardi that they knew or 24 should have known belonged to Plaintiffs and other victims of Girardi’s fraud schemes. 25 3. With this action, Plaintiffs seek to recover the funds they are owed that were 26 embezzled and misappropriated by Defendants and seek to punish the Girardi defendants and 27 their co-conspirators for their fraudulent conduct and contemptible elder abuse of Plaintiffs. 28

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1 THE PARTIES 2 4. Plaintiff Law Offices Philip R. Sheldon, APC (the “Sheldon Firm”) is, and at 3 all times relevant to this action was, a law firm and a California professional corporation with 4 its principal place of business in the County of Los Angeles. 5 5. Plaintiff Philip R. Sheldon is, and at all times relevant to this action was, a 6 resident of the State of California. Sheldon is a solo practitioner and the sole owner of the 7 Sheldon Firm. (The Sheldon Firm and Mr. Sheldon are collectively referred to as the 8 “Sheldon Plaintiffs.”) 9 6. Plaintiff Law Offices of Robert P. Finn (the “Finn Firm”) is, and at all times 10 relevant to this action was, a law firm and a California sole proprietorship with its principal 711  11 place of business in the County of Los Angeles. 4 6‐ 2 0‐8 12 7. Plaintiff Robert P. Finn is, and at all times relevant to this action was, a resident 0025 31MILE  13 of the State of California. Finn is a solo practitioner and the sole owner of the Finn Firm. A,9  ACSI CF A.NGELES 26‐4700;  14 (The Finn Firm and Mr. Finn are collectively referred to as the “Finn Plaintiffs” and the LOS 310‐8 15 Sheldon Plaintiffs and the Finn Plaintiffs are collectively referred to herein as “Plaintiffs”). NE  O PH 16 8. Defendant Thomas V. Girardi (“Girardi”) is, and at all times relevant to this TELE 17 action was, a resident of the State of California. Girardi is, and at all times relevant to this 18 action was, an attorney licensed to practice law in the State of California and is a principal and 19 owner of Defendant Girardi & Keese. 20 9. Defendant Girardi & Keese (“GK”) is, and at all times relevant to this action 21 was, a California law firm and general partnership with its principal place of business in the 22 County of Los Angeles. (Defendants Girardi and GK are collectively referred to as the 23 “Girardi Defendants”). 24 10. Defendant Erika Girardi, also known as Erika Jayne (“Defendant Jayne”), is, 25 and at all times relevant to this action was, a resident of the State of California. Jayne is the 26 wife of Defendant Girardi. On information and belief, Jayne has a legal and financial interest 27 in a community property interest in GK and the actions of her husband, taken for the benefit of 28

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1 their marital community property. Jayne is also a principal owner of Defendants EJ Global, 2 LLC and Girardi Financial, Inc. 3 11. Defendant EJ Global, LLC is, and at all times relevant to this action was, a 4 California limited liability company, with its principal place of business located at 1126 5 Wilshire Boulevard, Los Angeles, California 90017. 6 12. Defendant 1126 Wilshire Partnership is, and at all times relevant to this action 7 was, a California general partnership, with its principal place of business located at 1126 8 Wilshire Boulevard, Los Angeles, California 90017. Defendant 1126 Wilshire Partnership is 9 the owner of the real property commonly known as 1126 Wilshire Boulevard, Los Angeles, 10 California 90017, Assessor’s Parcel Number 5143-022-012, with the legal description of: 711  11 6‐4 LOTS 48 AND 49 OF THE SUBDIVISION OF THAT PART OF LOT 1 IN 2 0‐8 12 BLOCK 37 OF HANCOCK’S SURVEY, LYING SOUTH OF ORANGE CA,90025  F31ACSIMILE  13 SLATOSR SPE EAERNT GM AEANLPDE R SW,E CECOSOTURENDRTELYDY O IFNFR BLOOOMOS W KA IN9L GPLAEIALGMEES 9S, 5TS RTOAEFE TMTEI, SOINCFE TCLHALELA ICNFIOETORYUN OSIAF , A.NGELES 26‐4700;  14 RCEOCUONRTDYS. , EINX CTEHPET O TFHFEICREE FORFO TMH EA LCLO UONILT, YG ARSE,C MOIRNDEERRA OLSF ASANIDD LOS 310‐8 15 OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, WITHOUT NE  THE RIGHT OF SURFACE ENTRY, AS RESERVED IN INSTRUMENTS O PH 16 OF RECORDS. TELE 17 (the “1126 Wilshire Property”). 18 13. Defendant Girardi Financial, Inc. (“Girardi Financial”) is, and at all times 19 relevant to this action was, a Nevada corporation, with its principal place of business located at 20 1126 Wilshire Boulevard, Los Angeles, California 90017. The President of Girardi Financial 21 is Defendant Girardi, the Secretary is Defendant Jayne, and the Treasurer and Director is 22 Defendant Lira. 23 14. Defendant David Lira is, and at all times relevant to this action was, a 24 California resident. Lira was a partner at GK until in or about May 2020. Lira is also 25 Defendant Girardi’s son-in-law. 26 15. Defendant Robert Finnerty is, and at all times relevant to this action was, a 27 California resident. Finnerty was a partner at GK until in or about May 2020. 28

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1 16. The true names and capacities of the defendants sued as DOES 1 through 100 2 are unknown to Plaintiffs. Plaintiffs will amend this FAC to allege such names and capacities 3 as soon as they are ascertained. Plaintiffs are informed and believe, and on that basis allege, 4 that each of these fictitiously named defendants is responsible in some manner for the acts or 5 omissions alleged in this FAC and that Plaintiffs’ injuries and damages were proximately 6 caused by the acts or omissions of these defendants. 7 17. Plaintiffs are informed and believe, and on that basis allege, that at all times 8 mentioned in this FAC, each of the defendants was the agent, co-conspirator, servant, joint 9 venturer, partner, employee and/or employer of each of the remaining defendants and was, in 10 doing the things complained of herein, acting within the scope of his/her/its agency, 711  11 conspiracy, joint venture, partnership or employment and acting also with the full knowledge 4 6‐ 2 0‐8 12 or subsequent ratification of his/her/its principals, co-conspirators, joint venturers, partners, 0025 31MILE  13 employees or employers. Alternatively, in doing the things complained of herein, each of the A,9  ACSI CF A.NGELES 26‐4700;  14 defendants was acting alone and solely to further his/her/its own personal interests. LOS 310‐8 15 JURISDICTION AND VENUE NE  O PH 16 18. This Court has personal jurisdiction over Defendants because they maintain TELE 17 offices and/or regularly conduct business in the State of California, and/or reside in the State 18 of California. Additionally, Defendants entered into the relationships with Plaintiffs, entered 19 into the contracts that are the subject of this action, engaged in fraudulent acts in the State of 20 California, and/or conspired with other defendants in the State of California and the 21 contractual duties and obligations under the contracts were to be performed in the State of 22 California, including in Los Angeles County. 23 19. Venue is proper in this judicial district pursuant to California Code of Civil 24 Procedure section 395 because Defendants contracted to perform obligations in this district, 25 the contracts were also entered into in this district, and Defendants committed tortious acts in 26 this district. 27 28

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1 GENERAL ALLEGATIONS 2 The Girardi Defendants Scheme to Defraud Plaintiffs 3 20. In or about 2008 and 2009, Plaintiffs entered into written retainer agreements 4 with a substantial number of individuals who each retained Plaintiffs to represent them in 5 connection with claims arising from their or their loved one’s personal injuries sustained from 6 exposure to toxic chemicals emanating from several cement manufacturing facilities in 7 California; one facility in Riverside, California operated by Riverside Cement Holdings 8 Company, Texas Industries, Inc., TXI Riverside, Inc., TXI Cement Company, and TXI 9 California, Inc., and another facility operated in Colton, California by California Portland 10 Cement Company and CalPortland Company (collectively, the “TXI Cases”). Plaintiffs 711  11 referred all of the clients to the Girardi Defendants, and Plaintiffs and the Girardi Defendants 4 6‐ 2 0‐8 12 then jointly represented the clients in the TXI Cases and agreed to share the fees recovered. 0025 31MILE  13 Pursuant to their agreements with the Girardi Defendants, Plaintiffs were also entitled to be A,9  ACSI CF A.NGELES 26‐4700;  14 reimbursed for all costs incurred by Plaintiffs in connection with the prosecution of the TXI LOS 310‐8 15 Cases. In addition to initially retaining the clients, Plaintiffs also performed significant work NE  O PH 16 and provided services in connection with the prosecution of the TXI Cases TELE 17 21. The TXI Cases were ultimately resolved with a cash settlement, and the Girardi 18 Defendants received fees, a portion of which should have been held in trust for Plaintiffs in 19 addition to the amount owed Plaintiffs for costs. Rather than honoring their obligation under 20 the contract to pay Plaintiffs the fees plus costs due, the Girardi Defendants kept that money 21 for themselves, and on information and belief, funds that belong to Plaintiffs were paid to each 22 of the Defendants named in this FAC. 23 22. Since settling the TXI Cases, the Girardi Defendants have not paid Plaintiffs 24 any of the fees owed pursuant to the fee sharing agreements and have not reimbursed Plaintiffs 25 for their costs. The Girardi Defendants executed a scheme to keep Plaintiffs unaware that they 26 had received fees from the TXI Cases and prevented Plaintiffs from learning that the money 27 for fees and costs had been received by the Girardi Defendants. When Plaintiffs inquired, the 28 Girardi Defendants responded that the fees owed to Plaintiffs would not be received,

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1 calculated or disbursed until liens claimed by the litigation administrator, KCC, were first 2 resolved. The Girardi Defendants then promised to make preliminary disbursements to 3 Plaintiffs, but after fabricating one reason or another to postpone the disbursements, 4 Defendants failed to fulfill those promises and have made no disbursements to Plaintiffs of any 5 kind and have provided no accounting of the amounts owed. Plaintiffs are informed and 6 believe that the Girardi Defendants took the attorneys’ fees from the settlement amount, 7 retained for themselves the fees and costs owed to Plaintiffs, and distributed portions of the 8 amounts owed to the other Defendants and/or paid debts and obligations of the other 9 Defendants with the funds. Plaintiffs are also informed and believe that the Girardi 10 Defendants misallocated and misappropriated funds by unlawfully claiming entitlement to 711  11 reimbursement for purported costs that are either overstated, misstated, unlawful to claim as 4 6‐ 2 0‐8 12 costs and/or that were used for the personal expenditures of Defendants, and the Girardi 0025 31MILE  13 Defendants have refused to provide an accounting. A,9  ACSI CF A.NGELES 26‐4700;  14 The Girardi Defendants’ Lulling Efforts with Respect to the Sheldon Plaintiffs LOS 310‐8 15 23. In a September 19, 2018 letter to Mr. Sheldon, the Girardi Defendants affirmed NE  O PH 16 the fee sharing agreement, and assured Mr. Sheldon that payment would soon be made. In the TELE 17 letter, which contained the subject line “TXI Referrals,” Defendant Girardi wrote to Mr. 18 Sheldon: “My dear pal . . . I know you do not believe this but we are getting close.” The 19 Girardi Defendants did not make any payment to the Sheldon Plaintiffs and, on December 20, 20 2018, Defendant Girardi again wrote another letter to Mr. Sheldon with the subject line “TXI 21 Referrals,” stating: “My dear pal: I know you will never believe this, but we are getting much 22 closer. I hope to have a little something for you.” Again, despite these assurances, the Girardi 23 Defendants did not make any payment to the Sheldon Plaintiffs. 24 24. On February 7, 2019, Defendant Girardi wrote another letter to Mr. Sheldon in 25 which he falsely claimed that payment to the Sheldon Plaintiffs was delayed because “[t]hese 26 idiots from KCC are making outrageous claim[s] of million of dollars.” Defendant Girardi 27 claimed that he was “meeting with the Special Master to blow them out of the water.” Three 28 weeks later, Defendant Girardi sent Mr. Sheldon another letter with the subject line “TXI

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1 Referrals” in which he again falsely claimed that the payment owed to the Sheldon Plaintiffs 2 was delayed because of claims being made by the litigation administrator, KCC. Defendant 3 Girardi wrote: “We are in an unbelievable fight with KCC. They are claiming $5 million. It is 4 total B.S., but we are attempting to set a hearing in front of the Special Master.” The Girardi 5 Defendants’ false claims were designed to lull the Sheldon Plaintiffs into believing payment 6 would be made once the issues involving KCC were resolved by the Special Master, but on 7 information and belief, Defendants were already in possession of the settlement funds and 8 were wrongfully withholding and misappropriating the funds, disbursing the funds to the other 9 Defendants and converting the funds. 10 25. On July 20, 2020, Defendant Girardi wrote a letter to Mr. Sheldon with the 711  11 subject line “Attorney Fees – TXI Riverside Cement Litigation” in which he again falsely 4 6‐ 2 0‐8 12 claimed that payment was not being made because of KCC’s unresolved claims. Defendant 0025 31MILE  13 Girardi stated: “I think I will have some very good news in about 30 days. Right now as you A,9  ACSI CF A.NGELES 26‐4700;  14 know, everything is tied up by the fraudulent claims of KCC.” LOS 310‐8 15 26. On October 8, 2020, Defendant Girardi spoke to Mr. Sheldon by telephone and NE  O PH 16 promised: “I am going to send you a partial distribution tomorrow,” meaning October 9, 2020. TELE 17 Defendant Girardi also promised that he would provide Mr. Sheldon with a breakdown and 18 timeline regarding the TXI Cases’ final distribution. In reliance on Defendant Girardi’s 19 promises, Mr. Sheldon expended funds of his own that he otherwise would have delayed 20 expending. On October 15, 2020, Mr. Sheldon received a letter from Defendant Girardi, dated 21 October 13, 2020, but the letter did not contain any payment. Rather, the letter, which bore the 22 subject line “Attorney Fees Due for TXI Lawsuit” stated “We still have 150 issues on TXI. I 23 promise you I’ll be fair to you as soon as we can distribute.” 24 27. On October 21, 2020, Defendant Girardi sent another letter to Mr. Sheldon with 25 the subject line “Attorney Fees Due for TXI Lawsuit” in which Defendant Girardi falsely 26 stated: “We are down to 60 loopholes before we can distribute. I am attempting to get 27 authority for at least a partial distribution before the end of the month. I am also going to 28

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1 make a loan to you out of my own pocket to hopefully tide you over.” The Girardi Defendants 2 did not make the promised distribution, and Girardi did not make the promised loan. 3 The Girardi Defendants’ Lulling Efforts with Respect to the Finn Plaintiffs 4 28. Defendant Lira expressly informed Mr. Finn that the amount of fees the Girardi 5 Defendants owed Mr. Finn for the TXI Cases was $3.94 million. However, after being 6 advised of this, the Girardi Defendants failed to make any payment to the Finn Plaintiffs. 7 29. In a March 18, 2020 letter to Mr. Finn, the Girardi Defendants affirmed the fee 8 sharing agreement and the Girardi Defendants promised to pay the Finn Plaintiffs the amounts 9 owed. Defendant Girardi claimed that he had only recently “found out the large number of 10 cases that you had sent, and the large amount of money you are entitled to.” Defendant 711  11 Girardi promised to soon “begin a partial settlement resolution,” however, he did not make any 4 6‐ 2 0‐8 12 payment to the Finn Plaintiffs. 0025 31MILE  13 30. On April 17, 2020, Defendant Girardi again affirmed by letter to Mr. Finn the A,9  ACSI CF A.NGELES 26‐4700;  14 fee sharing agreement with the Finn Plaintiffs and promised to “get back” to Mr. Finn on April LOS 310‐8 15 22, with a report about “three meetings” he was scheduled to have with the settlement judge NE  O PH 16 for the TXI Cases. Defendant Girardi represented that the attorneys’ fees had not yet been TELE 17 disbursed and Defendant Girardi further promised to make an “advance” payment to Plaintiff 18 “out of [Defendant Girardi’s] own pocket.” Defendant Girardi then did not “get back” to 19 Plaintiff on April 22 or make the promised payment. 20 31. On May 14, 2020, Defendant Girardi sent Mr. Finn another letter in which he 21 again affirmed the fee sharing agreement and claimed, “I am trying desperately to get you 22 decent legal fee.” [sic]. Defendant Girardi further claimed that on May 22, 2020, he was 23 scheduled to have an “important meeting, that I think will solve everything.” Defendant 24 Girardi then sent Mr. Finn a letter on May 27, 2020, in which he indicated that the 25 disbursement of the fees owed would be forthcoming. Defendant Girardi stated, “Dear Mr. 26 Finn: You will end up loving me. With kind regards, Tom.” 27 32. The Girardi Defendants did not make any payment to Plaintiff, and on June 11, 28 2020, Defendant Girardi sent Mr. Finn a letter stating that the “fraud and deceit of KCC” was

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1 delaying disbursement of the fees to the Finn Plaintiffs. Defendant Girardi claimed that the 2 Girardi Defendants would be filing a class action lawsuit against KCC, and that disbursement 3 of the fees would now be delayed for years until that lawsuit was resolved. Mr. Finn then 4 again asked Defendant Girardi to provide an accounting of the attorneys’ fees owed, but the 5 Girardi Defendants ignored the request and failed to provide an accounting. The Girardi 6 Defendants’ false claims were designed to lull the Finn Plaintiffs into believing payment 7 would be made once the issues involving KCC were resolved, but on information and belief, 8 the Girardi Defendants were already in possession of the settlement funds and were wrongfully 9 withholding and misappropriating the funds, disbursing the funds to the other Defendants, and 10 converting the funds. 711  11 The Girardi Defendants Fraudulently Transfer Plaintiffs’ Funds to Defendants. 4 6‐ 2 0‐8 12 33. For years, Defendant Girardi was aided and abetted in his schemes to defraud 0025 31MILE  13 by GK employees and partners such as Defendants Lira and Finnerty, who were intimately A,9  ACSI CF A.NGELES 26‐4700;  14 involved in all of the Girardi Defendants’ affairs and were well aware that Girardi was LOS 310‐8 15 effectively operating a Ponzi scheme. When Defendants Lira and Finnerty received funds NE  O PH 16 conveyed by Defendants Girardi and GK, they received those funds with full knowledge that TELE 17 the funds they were receiving belonged to Plaintiffs or other creditors. 18 34. Similarly, Defendants Girardi and GK fraudulently transferred funds to 19 Defendant Jayne and her company Defendant EJ Global, LLC. On information and belief, 20 Defendant Girardi used GK to “loan” more than $20 million to EJ Global. Defendants Girardi 21 and Jayne then used those stolen funds to support their notoriously lavish lifestyles, which 22 have been chronicled on the reality series The Real Housewives of Beverly Hills. On 23 information and belief, Defendants Girardi’s and Jayne’s divorce is a sham proceeding 24 designed to further their scheme to place assets outside the reach of creditors like Plaintiffs and 25 to convert the funds. 26 35. Plaintiffs are informed and believe that Defendant 1126 Wilshire Partnership 27 and its partners received and misappropriated funds that belong to Plaintiffs, with knowledge 28 that the funds belong to and were owed to Plaintiffs and used those funds for the benefit of the

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1 1126 Wilshire Property and the partners, including to pay debts and/or obligations incurred by 2 the partnership with respect to the property. Defendants Girardi and GK fraudulently 3 conveyed the funds to the partnership and its partners to place the funds outside the reach of 4 Plaintiffs and to allow the funds to be converted by the partnership and its partners. 5 36. Similarly, Plaintiffs are informed and believe that Girardi Financial, Inc. and its 6 owners, directors, officers, and shareholders, received and misappropriated funds that belong 7 to Plaintiffs, with knowledge that the funds belong to and were owed to Plaintiffs and used 8 those funds for the benefit of Girardi Financial, Inc. and its owners, directors, officers, and 9 shareholders. Defendants Girardi and GK fraudulently conveyed the funds to Girardi 10 Financial, Inc. and its owners, directors, officers, and shareholders to place the funds outside 711  11 the reach of Plaintiffs and to allow the funds to be converted by the corporation and its owners, 4 6‐ 2 0‐8 12 directors, officers, and shareholders. 0025 31MILE  13 FIRST CAUSE OF ACTION A,9  ACSI CF A.NGELES 26‐4700;  14 (Breach of Contract – Against the Girardi Defendants and Does 1-20) LOS 310‐8 15 37. Plaintiffs re-allege and incorporate herein by this reference each and every NE  O PH 16 allegation set forth in paragraphs 1 through 36 of this FAC as though set forth fully herein. TELE 17 38. Plaintiffs and the Girardi Defendants orally agreed to jointly represent clients in 18 the TXI Cases and share any fee recovery in addition to reimbursement to Plaintiffs of 19 Plaintiffs’ costs. The Girardi Defendants then repeatedly reaffirmed the agreement by 20 promising to pay the amounts due to Plaintiffs. The Sheldon Plaintiffs’ contract damages are 21 $900,000, and the Finn Plaintiffs’ contract damages are $3.94 million. 22 39. Plaintiffs performed as required by jointly representing, with the Girardi 23 Defendants, clients in the TXI Cases. Plaintiffs also incurred costs in connection with the 24 prosecution of the TXI Cases. 25 40. The Girardi Defendants have breached the fee sharing agreement and the 26 subsequent promises to pay amounts owed by refusing to pay Plaintiffs the portion of the 27 attorneys’ fees and the costs that Plaintiffs are entitled to receive in connection with the TXI 28 Cases.

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1 41. As a direct and proximate result of the Girardi Defendants’ breach of the fee 2 sharing agreement and the subsequent promises to pay amounts owed, the Sheldon Plaintiffs 3 have been damaged in the amount of $900,000, plus interest at the legal rate, and the Finn 4 Plaintiffs have been damaged in the amount of $3.94 million, plus interest at the legal rate. 5 SECOND CAUSE OF ACTION 6 (Breach of Fiduciary Duty – Against the Girardi Defendants and Does 1-20) 7 42. Plaintiffs re-allege and incorporate herein by this reference each and every 8 allegation set forth in paragraphs 1 through 41 of this FAC as though set forth fully herein. 9 43. Plaintiffs and the Girardi Defendants had a fiduciary relationship that was 10 established when the parties orally agreed to jointly represent clients in the TXI Cases and 711  11 share any fee recovery. As a result of this fiduciary relationship, the Girardi Defendants had a 4 6‐ 2 0‐8 12 duty to act with the utmost good faith for the benefit of Plaintiffs with respect to those matters 0025 31MILE  13 connected to the fiduciary relationship. The Girardi Defendants’ duty of good faith and duty A,9  ACSI CF A.NGELES 26‐4700;  14 to disclose material facts required the Girardi Defendants to distribute attorneys’ fee recovered LOS 310‐8 15 from the TXI Cases to Plaintiffs. The Girardi Defendants further had a fiduciary duty not to NE  O PH 16 misstate the true amount of costs incurred by the Girardi Defendants, and not to TELE 17 misappropriate those settlement funds misallocated by the Girardi Defendants as costs. 18 44. The Girardi Defendants breached their fiduciary duties by not distributing to 19 Plaintiffs the amounts due Plaintiffs under the fee-sharing agreement and the subsequent 20 promises to pay the amounts owed. The Girardi Defendants further breached their fiduciary 21 duty to act with the utmost good faith for the benefit of Plaintiffs by misallocating certain 22 settlement proceeds as costs and misappropriating those purported costs from Plaintiffs, and by 23 not disclosing the true amount of the costs incurred by the Girardi Defendants to Plaintiffs. 24 45. As a direct and proximate result of the Girardi Defendants’ breach of their 25 fiduciary duties, the Sheldon Plaintiffs have been damaged in the amount of $900,000, plus 26 interest at the legal rate, and the Finn Plaintiffs have been damaged in the amount of $3.94 27 million, plus interest at the legal rate. 28

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1 46. In doing these acts, the Girardi Defendants acted with oppression, fraud, or 2 malice as defined by California Civil Code section 3294(c), and Plaintiffs are therefore also 3 entitled to punitive and/or exemplary damages in addition to the damages set forth above. 4 THIRD CAUSE OF ACTION 5 (Fraud – Against the Girardi Defendants and Does 1-20) 6 47. Plaintiff re-alleges and incorporates herein by this reference each and every 7 allegation set forth in paragraphs 1 through 46 of this FAC as though set forth fully herein. 8 48. The Girardi Defendants knowingly made false representations to Plaintiffs and 9 made promises without any intent to perform the promises when the Girardi Defendants 10 represented and promised to Plaintiffs that they would share any fee recovery with respect to 711  11 the TXI Cases referred to the Girardi Defendants by Plaintiffs. Then, after the TXI Cases were 4 6‐ 2 0‐8 12 settled, Defendants made additional promises to make payments to Plaintiffs that the Girardi 0025 31MILE  13 Defendants had no intention of keeping, as the promises were made for the purpose of lulling A,9  ACSI CF A.NGELES 26‐4700;  14 Plaintiffs into believing Plaintiffs would be paid and stringing Plaintiffs along to enable the LOS 310‐8 15 Girardi Defendants to avoid making the payments owed to Plaintiffs and to fraudulently NE  O PH 16 transfer the funds to the other Defendants beyond the reach of Plaintiffs to enable Defendants TELE 17 to convert the funds. On information and belief, the Girardi Defendants also made 18 misrepresentations regarding the effect of the alleged lien claims by third party KCC. The 19 Girardi Defendants misrepresented to Plaintiffs that the attorneys’ fees for the TXI Cases 20 referred to the Girardi Defendants by Plaintiffs had not yet been disbursed to the Girardi 21 Defendants when, in fact, the Girardi Defendants had received the payments from the TXI 22 Cases referred by Plaintiff and had fraudulently transferred the funds to the other Defendants. 23 At the time of making the representations and promises, the Girardi Defendants had no 24 intention of paying Plaintiffs the amounts owed to Plaintiffs by the Girardi Defendants after 25 the Girardi Defendants had received attorney’s fees and costs for the TXI Cases referred to the 26 Girardi Defendants by Plaintiffs. 27 49. It was justifiable for Plaintiffs to rely on the Girardi Defendants’ 28 representations that they would share any fee recovery because Defendant Girardi is an

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1 attorney and a member of the State Bar, and it was justifiable for Plaintiff to presume that the 2 Girardi Defendants would not breach the legal and ethical duties that they ultimately in fact 3 breached. 4 50. As a direct and proximate result of Defendants’ fraud, the Sheldon Plaintiffs 5 have been damaged in the amount of $900,000, plus interest at the legal rate, and the Finn 6 Plaintiffs have been damaged in the amount of $3.94 million, plus interest at the legal rate. 7 51. In doing these acts, Defendants acted with oppression, fraud, or malice as 8 defined by California Civil Code section 3294(c), and Plaintiff is therefore also entitled to 9 punitive and/or exemplary damages in addition to the damages set forth above. 10 FOURTH CAUSE OF ACTION 711  11 (Money Had And Received – Against the Girardi Defendants and Does 1-20) 4 6‐ 2 0‐8 12 52. Plaintiffs re-allege and incorporate herein by this reference each and every 0025 31MILE  13 allegation set forth in paragraphs 1 through 51 of this FAC as though set forth fully herein. A,9  ACSI CF A.NGELES 26‐4700;  14 53. On information and belief, the Girardi Defendants have received money that LOS 310‐8 15 was intended to be held by the Girardi Defendants for the benefit of Plaintiffs. NE  O PH 16 54. The money that the Girardi Defendants received was not used for the benefit of TELE 17 Plaintiffs, and the Girardi Defendants have not given the money to Plaintiffs. 18 55. Accordingly, Plaintiffs are entitled to recover the money that was received by 19 Defendants to which the Sheldon Plaintiffs and the Finn Plaintiffs are entitled, which is in the 20 amount of $900,000, plus interest at the legal rate, and $3.94 million, plus interest at the legal 21 rate, respectively. 22 FIFTH CAUSE OF ACTION 23 (Accounting – Against All Defendants) 24 56. Plaintiffs re-allege and incorporate herein by this reference each and every 25 allegation set forth in paragraphs 1 through 55 of this FAC as though set forth fully herein. 26 57. Plaintiffs and the Girardi Defendants orally agreed to jointly represent clients in 27 the TXI Cases and share any fee recovery. A fiduciary relationship existed between Plaintiffs 28

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1 and the Girardi Defendants that required the Girardi Defendants to act with the utmost good 2 faith for the benefit of Plaintiffs with respect to the parties’ fee-sharing agreement. 3 58. The Girardi Defendants recovered fees paid in the TXI Cases pursuant to the 4 settlement agreements in those cases, and a portion of those attorneys’ fees are the rightful 5 property of Plaintiff under the fee-sharing agreement between Plaintiffs and the Girardi 6 Defendants. The Girardi Defendants transferred the fees owed to Plaintiffs to each of the 7 remaining Defendants. 8 59. The amount of money due from Defendants is unknown to Plaintiffs and cannot 9 be ascertained without an accounting of the settlement amounts received by the Girardi 10 Defendants and disbursed by the Girardi Defendants to the parties’ clients and the remaining 711  11 Defendants, the costs actually incurred by the Girardi Defendants in connection with the TXI 4 6‐ 2 0‐8 12 Cases, and the attorneys’ fees and costs reimbursements received by the Girardi Defendants in 0025 31MILE  13 connection with the TXI Cases, therefore making an accounting necessary. A,9  ACSI CF A.NGELES 26‐4700;  14 SIXTH CAUSE OF ACTION LOS 310‐8 15 (Fraudulent Transfer – Against All Defendants) NE  O PH 16 60. Plaintiffs re-allege and incorporate herein by this reference each and every TELE 17 allegation set forth in paragraphs 1 through 59 of this FAC as though set forth fully herein. 18 61. The Sheldon Plaintiffs had a right to payment from the Girardi Defendants in 19 the amount of $900,000, plus interest at the legal rate, and the Finn Plaintiffs had a right to 20 payment from the Girardi Defendants in the amount of $3.94 million, plus interest at the legal 21 rate. 22 62. With the intent to hinder, delay, and/or defraud Plaintiffs’ receipt of the 23 amounts they are owed, and/or without receiving reasonably equivalent consideration in 24 exchange, the Girardi Defendants transferred the amounts owed to Plaintiffs to Defendants 25 Jayne, EJ Global, LLC and its owners, managers and/or members, 1126 Wilshire Partnership 26 and its partners, Girardi Financial, Inc. and its owners, directors, officers, and/or shareholders, 27 Lira, Finnerty, and each of the Doe Defendants. Each of the transferee Defendants actually 28 knew or should have known that they were receiving funds that belonged to Plaintiffs.

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1 63. Plaintiffs were harmed by the fraudulent transfers in the amounts stated and 2 Defendants’ conduct was a substantial factor in causing Plaintiffs’ harm. 3 SEVENTH CAUSE OF ACTION 4 (Conversion – Against All Defendants) 5 64. Plaintiffs re-allege and incorporate herein by this reference each and every 6 allegation set forth in paragraphs 1 through 63 of this FAC as though set forth fully herein. 7 65. The Sheldon Plaintiffs had a right to possess funds in the amount of $900,000, 8 plus interest at the legal rate, and the Finn Plaintiffs had a right to possess funds in the amount 9 of $3.94 million, plus interest at the legal rate. 10 66. Defendants substantially interfered with Plaintiffs’ property by knowingly or 711  11 intentionally taking possession of Plaintiffs’ property, preventing Plaintiffs from having access 4 6‐ 2 0‐8 12 to the property, spending the funds, and refusing to return the funds after numerous demands 0025 31MILE  13 by Plaintiffs. A,9  ACSI CF A.NGELES 26‐4700;  14 67. On information and belief, Defendant 1126 Wilshire Partnership and its LOS 310‐8 15 partners converted Plaintiffs’ property by using the funds for the 1126 Wilshire Partnership’s NE  O PH 16 expenditures including expenditures for the 1126 Wilshire Property. TELE 17 68. Plaintiffs did not consent to the conversion and Defendants’ conduct was a 18 substantial factor in causing Plaintiffs’ harm. 19 EIGHTH CAUSE OF ACTION 20 (Financial Elder Abuse – Individual Plaintiffs Sheldon and Finn Against Defendants 21 Girardi, GK, Lira, Finnerty and Does 21-40) 22 69. Plaintiffs re-allege and incorporate herein by this reference each and every 23 allegation set forth in paragraphs 1 through 68 of this FAC as though set forth fully herein. 24 70. Defendants Girardi, GK, Lira, Finnerty and Does 21-40, and each of them, 25 took, hid, misappropriated, obtained, and/or retained Plaintiffs Sheldon’s and Finn’s property 26 with the intent to defraud Plaintiffs Sheldon and Finn and/or assisted in taking, hiding, 27 misappropriating, obtaining, and/or retaining Plaintiffs Sheldon’s and Finn’s property with the 28

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1 intent to defraud Plaintiffs Sheldon and Finn, specifically $900,000 with respect to Mr. 2 Sheldon and $3.94 million with respect to Mr. Finn. 3 71. Mr. Sheldon and Mr. Finn were each older than 65 years of age at the time of 4 the conduct, and Defendants Girardi’s, GK’s, Lira’s, Finnerty’s and Does 21-40’s conduct was 5 a substantial factor in causing Plaintiffs Sheldon’s and Finn’s harm. 6 72. In doing these acts, Defendants Girardi, GK, Lira, Finnerty and Does 21-40, 7 and each of them, acted with recklessness, oppression, fraud, or malice, as defined by 8 California Civil Code section 3294(c), and Plaintiffs Sheldon and Finn are therefore also 9 entitled to punitive and/or exemplary damages, and damages for pain and suffering as provided 10 in California Welfare and Institutions Code section 15657.5. 711  11 73. Plaintiffs Sheldon and Finn are also entitled to enhanced remedies, including 4 6‐ 2 0‐8 12 without limitation their attorneys’ fees and costs, as provided in California Welfare and 0025 31MILE  13 Institutions Code section 15657.5. A,9  ACSI CF A.NGELES 26‐4700;  14 PRAYER FOR RELIEF LOS 310‐8 15 Wherefore, Plaintiffs pray for judgment against Defendants, and each of them, as NE  O PH 16 follows: TELE 17 FIRST CAUSE OF ACTION 18 (Breach of Contract – Against the Girardi Defendants and Does 1-20) 19 1. For compensatory damages and other special, general and consequential 20 damages in the amount of $900,000 for the Sheldon Plaintiffs and $3.94 million for the Finn 21 Plaintiffs; 22 2. For specific performance of the agreement; 23 3. For an award of interest, including prejudgment interest, according to law; 24 4. For an award of costs of suit; 25 5. For such other and further relief as this Court deems just and proper. 26 27 28

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1 SECOND CAUSE OF ACTION 2 (Breach of Fiduciary Duty – Against the Girardi Defendants and Does 1-20) 3 1. For compensatory damages and other special, general and consequential 4 damages in the amount of $900,000 for the Sheldon Plaintiffs and $3.94 million for the Finn 5 Plaintiffs; 6 2. For punitive and exemplary damages; 7 3. For a constructive trust for the benefit of Plaintiffs; 8 4. For an award of interest, including prejudgment interest, according to law; 9 5. For an award of costs of suit; 10 6. For such other and further relief as this Court deems just and proper. 711  11 THIRD CAUSE OF ACTION 4 6‐ 2 0‐8 12 (Fraud – Against the Girardi Defendants and Does 1-20) 0025 31MILE  13 1. For compensatory damages and other special, general and consequential A,9  ACSI CF A.NGELES 26‐4700;  14 damages in the amount of $900,000 for the Sheldon Plaintiffs and $3.94 million for the Finn LOS 310‐8 15 Plaintiffs; NE  O PH 16 2. For punitive and exemplary damages; TELE 17 3. For a constructive trust for the benefit of Plaintiffs; 18 4. For an award of interest, including prejudgment interest, according to law; 19 5. For an award of costs of suit; 20 6. For such other and further relief as this Court deems just and proper. 21 FOURTH CAUSE OF ACTION 22 (Money Had And Received – Against the Girardi Defendants and Does 1-20) 23 1. For return of the money had and received by Defendants in the amount of 24 $900,000 for the Sheldon Plaintiffs and $3.94 million for the Finn Plaintiffs; 25 2. For a constructive trust for the benefit of Plaintiffs; 26 3. For an award of interest, including prejudgment interest, according to law; 27 4. For an award of costs of suit; 28 5. For such other and further relief as this Court deems just and proper.

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1 FIFTH CAUSE OF ACTION 2 (Accounting – Against the All Defendants) 3 1. For an accounting; 4 2. For an award of costs of suit; 5 3. For such other and further relief as this Court deems just and proper. 6 SIXTH CAUSE OF ACTION 7 (Fraudulent Transfer – Against All Defendants) 8 1. For an order that the fraudulent transfers be set aside and/or voided to the extent 9 necessary to satisfy the Sheldon Plaintiffs’ claims in the amount of $900,000, plus interest at 10 the legal rate, and the Finn Plaintiffs’ claims in the amount of $3.94 million, plus interest at the 711  11 legal rate; 4 6‐ 2 0‐8 12 2. For an order enjoining Defendant 1126 Wilshire Partnership from selling, 0025 31MILE  13 encumbering, or disposing of the real property commonly known as 1126 Wilshire Property, a A,9  ACSI CF A.NGELES 26‐4700;  14 description of which is provided in paragraph 12 of this FAC; LOS 310‐8 15 3. For a constructive trust for the benefit of Plaintiffs; NE  O PH 16 4. For an award of interest, including prejudgment interest, according to law; TELE 17 5. For an award of costs of suit; 18 6. For such other and further relief as this Court deems just and proper. 19 SEVENTH CAUSE OF ACTION 20 (Conversion – Against All Defendants) 21 1. For compensatory damages and other special, general and consequential 22 damages in the amount of $900,000 for the Sheldon Plaintiffs and $3.94 million for the Finn 23 Plaintiffs; 24 2. For punitive and exemplary damages; 25 3. For a constructive trust for the benefit of Plaintiffs; 26 4. For an award of interest, including prejudgment interest, according to law; 27 5. For an award of costs of suit; 28 6. For such other and further relief as this Court deems just and proper.

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1 EIGHTH CAUSE OF ACTION 2 (Financial Elder Abuse – Individual Plaintiffs Sheldon and Finn Against Defendants 3 Girardi, GK, Lira, Finnerty and Does 21-40) 4 1. For compensatory damages and other special, general and consequential 5 damages in the amount of $900,000 for the Sheldon Plaintiffs and $3.94 million for the Finn 6 Plaintiffs; 7 2. For punitive and exemplary damages; 8 3. For pain and suffering damages as provided in California Welfare and 9 Institutions Code section 15657.5; 10 4. For attorneys’ fees and costs as provided in California Welfare and Institutions 711  11 Code section 15657.5; 4 6‐ 2 0‐8 12 5. For an award of interest, including prejudgment interest, according to law; 0025 31MILE  13 6. For such other and further relief as this Court deems just and proper. A,9  ACSI CF LA.OS NGELES 310‐826‐4700;  1145 Plaintiffs hereby demanDd Ea MjurAyN trDia lF. OR JURY TRIAL NE  O TELEPH 16 Dated: December 16, 2020 SPERTUS, LANDES & UMHOFER, LLP 17 By: _________________________________ 18 James W. Spertus Ezra D. Landes 19 Attorneys for Plaintiffs 20 21 22 23 24 25 26 27 28

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COURTHOUSE ADDRESS: tanley Mosk Courthouse 11 North Hill Street, Los Angeles, CA 90012 NOTICE OF CASE ASSIGNMENT UNLIMITED CIVIL CASE CASE NUMBER: Your case is assigned for all purposes to the judicial officer indicated below. 20STCV47160THIS FORM IS TO BE SERVED WITH THE SUMMONS AND COMPLAINT ASSIGNED JUDGE DEPT ROOM ASSIGNED JUDGE DEPT ROOM 4 Richard L. Fruin 15 Given to the Plaintiff/Cross-Complainant/Attorney of Record Sherri R. Carter, Executive Officer / Clerk of Court

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e following critical provisions of the California Rules of Court, Title 3, Division 7, as applicable in the Superior Court, are summar your assistance. PLICATION e Division 7 Rules were effective January 1, 2007. They apply to all general civil cases. IORITY OVER OTHER RULES e Division 7 Rules shall have priority over all other Local Rules to the extent the others are inconsistent. ALLENGE TO ASSIGNED JUDGE challenge under Code of Civil Procedure Section 170.6 must be made within 15 days after notice of assignment for all purposes a judge, or if a party has not yet appeared, within 15 days of the first appearance. ME STANDARDS ses assigned to the Independent Calendaring Courts will be subject to processing under the following time standards: MPLAINTS l complaints shall be served within 60 days of filing and proof of service shall be filed within 90 days. OSS-COMPLAINTS ithout leave of court first being obtained, no cross-complaint may be filed by any party after their answer is filed. Cross-mplaints shall be served within 30 days of the filing date and a proof of service filed within 60 days of the filing date. ATUS CONFERENCE status conference will be scheduled by the assigned Independent Calendar Judge no later than 270 days after the filing of the mplaint. Counsel must be fully prepared to discuss the following issues: alternative dispute resolution, bifurcation, settlement, al date, and expert witnesses. NAL STATUS CONFERENCE e Court will require the parties to attend a final status conference not more than 10 days before the scheduled trial date. All rties shall have motions in limine, bifurcation motions, statements of major evidentiary issues, dispositive motions, requested rm jury instructions, special jury instructions, and special jury verdicts timely filed and served prior to the conference. These atters may be heard and resolved at this conference. At least five days before this conference, counsel must also have exchanged ts of exhibits and witnesses, and have submitted to the court a brief statement of the case to be read to the jury panel as required Chapter Three of the Los Angeles Superior Court Rules. NCTIONS e court will impose appropriate sanctions for the failure or refusal to comply with Chapter Three Rules, orders made by the urt, and time standards or deadlines established by the Court or by the Chapter Three Rules. Such sanctions may be on a party, if appropriate, on counsel for a party. is is not a complete delineation of the Division 7 or Chapter Three Rules, and adherence only to the above provisions is erefore not a guarantee against the imposition of sanctions under Trial Court Delay Reduction. Careful reading and mpliance with the actual Chapter Rules is imperative. ass Actions rsuant to Local Rule 2.3, all class actions shall be filed at the Stanley Mosk Courthouse and are randomly assigned to a complex dge at the designated complex courthouse. If the case is found not to be a class action it will be returned to an Independent lendar Courtroom for all purposes. rovisionally Complex Cases ses filed as provisionally complex are initially assigned to the Supervising Judge of complex litigation for determination of mplex status. If the case is deemed to be complex within the meaning of California Rules of Court 3.400 et seq., it will be ndomly assigned to a complex judge at the designated complex courthouse. If the case is found not to be complex, it will be turned to an Independent Calendar Courtroom for all purposes.

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COURTHOUSE ADDRESS: tanley Mosk Courthouse 111 North Hill Street, Los Angeles, CA 90012 PLAINTIFF: Law Offices of Philip R. Sheldon, APC DEFENDANT: Thomas V. Girardi et al CASE NUMBER: NOTICE OF CASE MANAGEMENT CONFERENCE 20STCV47160 O THE PLAINTIFF(S)/ATTORNEY(S) FOR PLAINTIFF(S) OF RECORD: ou are ordered to serve this notice of hearing on all parties/attorneys of record forthwith, and meet and confer with all arties/attorneys of record about the matters to be discussed no later than 30 days before the Case Management Conference. our Case Management Conference has been scheduled at the courthouse address shown above on: Date: Time: Dept.: 04/28/2021 8:30 AM 15 OTICE TO DEFENDANT: THE SETTING OF THE CASE MANAGEMENT CONFERENCE DOES NOT EXEMPT THDEFENDANT FROM FILING A RESPONSIVE PLEADING AS REQUIRED BY LAW. ursuant to California Rules of Court, rules 3.720-3.730, a completed Case Management Statement (Judicial Council form M-110) must be filed at least 15 calendar days prior to the Case Management Conference. The Case Management Statemeay be filed jointly by all parties/attorneys of record or individually by each party/attorney of record. You must be familiar with thase and be fully prepared to participate effectively in the Case Management Conference. t the Case Management Conference, the Court may make pretrial orders including the following, but not limited to, an ordstablishing a discovery schedule; an order referring the case to Alternative Dispute Resolution (ADR); an order reclassifying thase; an order setting subsequent conference and the trial date; or other orders to achieve the goals of the Trial Court Delaeduction Act (Gov. Code, § 68600 et seq.) otice is hereby given that if you do not file the Case Management Statement or appear and effectively participate at the Casanagement Conference, the Court may impose sanctions, pursuant to LASC Local Rule 3.37, Code of Civil Procedurections 177.5, 575.2, 583.150, 583.360 and 583.410, Government Code section 68608, subdivision (b), and California Rules ourt, rule 2.2 et seq. ated: __1_2_/_1_6_/_2_0__2_0____________ _________________ _______________ Judicial Officer CERTIFICATE OF SERVICE the below named Executive Officer/Clerk of the above-entitled court, do hereby certify that I am not a party to the causerein, and that on this date I served the Notice of Case Management Conference upon each party or counsel named below: by depositing in the United States mail at the courthouse in _L_o_s_ _A_n_g_e_l_e_s____________, California, one copy of the originfiled herein in a separate sealed envelope to each address as shown below with the postage thereon fully prepaid. by personally giving the party notice upon filing of the complaint. James W. Spertus Spertus, Landes & Umhofer, LLP 1990 South Bundy Dr., Suite 705 Los Angeles, CA 90025 Sherri R. Carter, Executive Officer / Clerk of Couated: _1_2_/_1_6_/2_0_2_0_________ By _L_._ N__a_p_h_e_n_____________Deputy Clerk

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EXHIBIT 5 EXHIBIT 5

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EXHIBIT 6 EXHIBIT 6

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COURTHOUSE ADDRESS: tanley Mosk Courthouse 111 North Hill Street, Los Angeles, CA 90012 PLAINTIFF: Law Offices of Philip R. Sheldon, APC DEFENDANT: Thomas V. Girardi et al CASE NUMBER: NOTICE OF CASE MANAGEMENT CONFERENCE 20STCV47160 O THE PLAINTIFF(S)/ATTORNEY(S) FOR PLAINTIFF(S) OF RECORD: ou are ordered to serve this notice of hearing on all parties/attorneys of record forthwith, and meet and confer with all arties/attorneys of record about the matters to be discussed no later than 30 days before the Case Management Conference. our Case Management Conference has been scheduled at the courthouse address shown above on: Date: Time: Dept.: 04/28/2021 8:30 AM 15 OTICE TO DEFENDANT: THE SETTING OF THE CASE MANAGEMENT CONFERENCE DOES NOT EXEMPT THDEFENDANT FROM FILING A RESPONSIVE PLEADING AS REQUIRED BY LAW. ursuant to California Rules of Court, rules 3.720-3.730, a completed Case Management Statement (Judicial Council form M-110) must be filed at least 15 calendar days prior to the Case Management Conference. The Case Management Statemeay be filed jointly by all parties/attorneys of record or individually by each party/attorney of record. You must be familiar with thase and be fully prepared to participate effectively in the Case Management Conference. t the Case Management Conference, the Court may make pretrial orders including the following, but not limited to, an ordstablishing a discovery schedule; an order referring the case to Alternative Dispute Resolution (ADR); an order reclassifying thase; an order setting subsequent conference and the trial date; or other orders to achieve the goals of the Trial Court Delaeduction Act (Gov. Code, § 68600 et seq.) otice is hereby given that if you do not file the Case Management Statement or appear and effectively participate at the Casanagement Conference, the Court may impose sanctions, pursuant to LASC Local Rule 3.37, Code of Civil Procedurections 177.5, 575.2, 583.150, 583.360 and 583.410, Government Code section 68608, subdivision (b), and California Rules ourt, rule 2.2 et seq. ated: __1_2_/_1_6_/_2_0__2_0____________ _________________ _______________ Judicial Officer CERTIFICATE OF SERVICE the below named Executive Officer/Clerk of the above-entitled court, do hereby certify that I am not a party to the causerein, and that on this date I served the Notice of Case Management Conference upon each party or counsel named below: by depositing in the United States mail at the courthouse in _L_o_s_ _A_n_g_e_l_e_s____________, California, one copy of the originfiled herein in a separate sealed envelope to each address as shown below with the postage thereon fully prepaid. by personally giving the party notice upon filing of the complaint. James W. Spertus Spertus, Landes & Umhofer, LLP 1990 South Bundy Dr., Suite 705 Los Angeles, CA 90025 Sherri R. Carter, Executive Officer / Clerk of Couated: _1_2_/_1_6_/2_0_2_0_________ By _L_._ N__a_p_h_e_n_____________Deputy Clerk

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EXHIBIT 7 EXHIBIT 7

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1 SPERTUS, LANDES & UMHOFER, LLP 2 James W. Spertus (SBN 159825) Ezra D. Landes (SBN 253052) 3 1990 South Bundy Dr., Suite 705 Los Angeles, California 90025 4 Telephone: (310) 826-4700 Facsimile: (310) 826-4711 5 jim@spertuslaw.com ezra@spertuslaw.com 6 Ronald Richards, Esq. (SBN 176246) 7 Morani Stelmach, Esq. (SBN 296670) 8 THE LAW OFFICES OF RONALD RICHARDS & ASSOCIATES, A.P.C. 9 P. O. Box 11480 Beverly Hills, California 90213 10 Tel: (310) 556-1001 11 Fax: (310) 277-3325 Email: morani@ronaldrichards.com 12 Email: ron@ronaldrichards.com 13 Attorneys for PlaintiffS UPERIOR COURT OF THE STATE OF CALIFORNIA 14 COUNTY OF LOS ANGELES- CENTRAL DISTRICT 15 16 LAW OFFICES OF PHILIP R. SHELDON, APC, a Case No.: 20STCV47160 17 California professional corporation, PHILIP R. [ Assigned for all purposes to Dept. “15”, HonSHELDON, an individual, LAW OFFICES OF RNiOchTaICrdE LO. FF rAuSinS,O JCuIdAgTe IpOrNes OidFin CgO.]U NSEL 18 ROBERT P. FINN, a California sole proprietorship, and ROBERT P. FINN, an 19 individual, 20 Plaintiffs, 21 vs. 22 THOMAS V. GIRARDI, an individual; GIRARDI & KEESE, a California law firm; ERIKA 23 GIRARDI a/k/a ERIKA JAYNE, an individual, EJ 24 GLOBAL, LLC, a California limited liability company, 1126 WILSHIRE PARTNERSHIP, a 25 California general partnership, GIRARDI FINANCIAL, INC., a Nevada corporation, 26 DAVID LIRA, an individual, ROBERT 27 FINNERTY, an individual, and DOES 1-100, inclusive,

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1 TO ALL PARTIES AND THEIR RESPECTIVE ATTORNEYS OF RECORD: 2 PLEASE TAKE NOTICE THAT 3 Plaintiffs hereby associate in as counsel, Ronald 4 Richards, Morani Stelmach, of the Law Offices of Ronald Richards & Associates, A.P.C., P.O. Box5 11480, Beverly Hills, CA 90213; telephone (310) 556-1001, fax (310) 277-3325. 6 DATED: January 29, 2021 7 Law Offices of Ronald Richards & Associates, A.P.C. 8 9 /s Ronald Richards 10 BAtyt:o__r_n_e_y__s_ f_o_r__ P__la__in__t_i_ff_s_______________ RONALD RICHARDS, Esq. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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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: 350 outh Grand Avenue, Suite 3950, Los Angeles, California 90071. true and correct copy of the foregoing document entitled (specify): NOTICE OF REMOVAL will be served or was serve) on the judge in chambers in the form and manner required by LBR 5005-2(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 March 5021, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following ersons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: ERTUS, LANDES & UMHOFER, LLP Ronald Richards, Esq ames W. Spertus, Esq. Morani Stelmach, Esq zra D. Landes, Esq. THE LAW OFFICES OF 990 South Bundy Dr., Suite 705 RONALD RICHARDS & ASSOCIATES, A.P.C. os Angeles, California 90025 P. O. Box 11480 elephone: (310) 826-4700 Beverly Hills, California 90213 acsimile: (310) 826-4711 Tel: (310) 556-1001 -Mail: jim@spertuslaw.com Fax: (310) 277-3325 -Mail: ezra@spertuslaw.com Email: morani@ronaldrichards.com Email: ron@ronaldrichards.com Service information continued on attached page . SERVED BY UNITED STATES MAIL: n (date) _______________, I served the following persons and/or entities at the last known addresses in this bankruptcase 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. Service information continued on attached page . 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 servede following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing tuch 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 page declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. 3/5/2021 Evelyn Rodriguez /s/ Evelyn Rodriguez Date Printed Name Signature

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