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009589.0024\4726947.4 ORDER APPROVING COMMISSION 

AGREEMENT; SALE OF RUNWAY, 

OVERBIDDING AND AUCTION PROCEDURES 

1 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

Elizabeth Berke-Dreyfuss (Bar No. 114651) 

WENDEL, ROSEN, BLACK & DEAN LLP 

1111 Broadway, 24th Floor 

Oakland, California 94607-4036 

Telephone: (510) 834-6600 

Fax: (510) 834-1928 

Email: edreyfuss@wendel.com 

Attorneys for Susan L. Uecker, Receiver 

and Monitor 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 

vs. 

SAN FRANCISCO REGIONAL CENTER, LLC; 

THOMAS M. HENDERSON; CALIFORNIA 

GOLD MEDAL, L.P.; CALLSOCKET, L.P.; 

CALLSOCKET II, L.P.; CALLSOCKET III, 

L.P.; COMPREHENSIVE CARE OF 

OAKLAND, L.P.; NA3PL, L.P.; WEST 

OAKLAND PLAZA, L.P.; CALLSOCKET, 

LLC; CALLSOCKET II, LLC; CALLSOCKET 

III, LLC; COMPREHENSIVE CARE OF 

CALIFORNIA, LLC; IMMEDIA, LLC; and 

NORTH AMERICA 3PL, LLC, 

Defendants, 

-andCALLSOCKET HOLDING COMPANY, LLC; 

CALLSOCKET III HOLDING COMPANY, 

LLC; BERKELEY HEALTHCARE 

DYNAMICS, LLC; CENTRAL CALIFORNIA 

FARMS, LLC; and JL GATEWAY, LLC, 

Relief Defendants. 

 Case No. 3:17-CV-00223-RS 

ORDER APPROVING RECEIVER’S 

MOTION FOR ORDERS: (i) 

APPROVING COMMISSION 

AGREEMENT; (ii) APPROVING SALE 

OF RUNWAY ASSETS; AND (iii) 

APPROVING OVERBIDDING AND 

AUCTION PROCEDURES FOR SALE 

Date: June 22, 2017 

Time: 1:30 p.m. 

Place: Courtroom. 3 

 450 Golden Gate Ave., 17th Floor 

 San Francisco, CA 94102 

Judge: The Hon. Richard Seeborg 

 

Case 3:17-cv-00223-RS Document 184 Filed 06/26/17 Page 1 of 4
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009589.0024\4726947.4 ORDER APPROVING COMMISSION 

AGREEMENT; SALE OF RUNWAY, 

OVERBIDDING AND AUCTION PROCEDURES 

2 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

The Motion for Orders: (i) Approving Commission Agreement; (ii) Approving Sale of 

Runway Assets to Active Net, Inc.; and (iii) Approving Overbidding and Auction Procedures for 

Sale (“Motion”), filed by Susan L. Uecker, Receiver for Defendants San Francisco Regional 

Center, LLC; California Gold Medal, L.P.; CallSocket, L.P.; CallSocket II, L.P.; CallSocket III, 

L.P.; NA3PL, L.P.; West Oakland Plaza, L.P.; CallSocket, LLC; CallSocket II, LLC; CallSocket 

III, LLC; Immedia, LLC; and Relief Defendants, CallSocket Holding Company, LLC; Central 

California Farms, LLC; and JL Gateway, LLC., came on for hearing before the Court pursuant to 

an order shortening time, on June 22, 2017, at 1:30 p.m. Receiver was represented by counsel, 

Elizabeth Berke-Dreyfuss, Esq., of Wendel, Rosen, Black & Dean LLP, and such other 

appearances were made as were noted in the record. The Court has considered the evidence 

submitted by the Receiver in support of the Motion. Oral argument was heard on the Motion and 

based thereon, and good cause shown: 

IT IS HEREBY ORDERED: 

1. Any objections to the Motion, if not withdrawn, are overruled; 

2. The Overbidding and Auction Procedures as set forth in the Asset Purchase 

Agreement and as set forth in the Motion are approved; 

3. The Commission Agreement with Katie Doherty and Joe Vasquez is approved; 

4. The Receiver has the authority to market and sell the Runway Assets, and to enter 

into the Asset Purchase Agreement pursuant to the terms of this Court’s Order Appointing 

Receiver and Monitor (Docket No. 100), ¶¶ 9. B., C., 35-37; 

5. The Receiver’s sale of the Runway Assets as defined in the Asset Purchase 

Agreement by Overbidding and Auction under the circumstances of this case satisfies the 

requirements of a public sale pursuant to 28 U.S.C.§§ 2001, 2004, or in the alternative, the Court 

finds that the sale of the Runway Assets need not satisfy the requirements of 28 U.S.C. 

§§ 2001, 2004; 

6. Runway Global Innovation Corporation is the successful Overbidder at the Auction 

conducted pursuant to the terms of the Overbidding and Auction Procedures prior to the hearing 

on the Motion. 

Case 3:17-cv-00223-RS Document 184 Filed 06/26/17 Page 2 of 4
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009589.0024\4726947.4 ORDER APPROVING COMMISSION 

AGREEMENT; SALE OF RUNWAY, 

OVERBIDDING AND AUCTION PROCEDURES 

3 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

7. The Receiver is authorized to proceed with the Asset Purchase Agreement with 

Runway Global Innovation Corporation (as applicable, the “Buyer”), concerning the Runway 

Assets as that term is in defined in the Asset Purchase Agreement; 

8. The Receiver is hereby authorized to sell the Runway Assets to the Buyer for the 

sum of $1,600,000.00, subject to the terms and conditions set forth in the Asset Purchase 

Agreement; 

9. The purchase price for the sale of the Runway Assets is fair and reasonable and 

represents fair market value; 

10. The Buyer is purchasing the Runway Assets on an “as is, where is” basis, without 

any representations or warranties whatsoever by anyone, including, without limitations, by the 

Receiver, the Receiver’s agents and/or attorneys, including, without limitation, any representations 

or warranties; 

11. After the entry of the Court’s order approving the sale, the close of escrow for the 

sale shall take place no later June 27, 2017, unless otherwise agreed to in writing by the parties; 

12. From escrow from the proceeds of sale, the Receiver is authorized to pay all 

closing costs, commissions and prorations as either provided for in the Motion or the Asset 

Purchase Agreement; 

13. After the close of escrow from the proceeds of sale, the Receiver is authorized to 

pay the final Runway operating expenses, including final payroll expenses without further order of 

the Court; 

14. The Receiver is authorized to take all actions to execute the documents necessary to 

carry out and effectuate the sale of the Runway Assets including, but not limited to, the Agreement 

and conveyance documents consistent with selling and conveying title to the Runway Assets. The 

Receiver shall execute all documents necessary to carry out and effectuate the sale of the Runway 

Assets as Susan L. Uecker, in her sole capacity as the Court Appointed Receiver for CallSocket, 

L.P. dba Runway. 

Case 3:17-cv-00223-RS Document 184 Filed 06/26/17 Page 3 of 4
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009589.0024\4726947.4 ORDER APPROVING COMMISSION 

AGREEMENT; SALE OF RUNWAY, 

OVERBIDDING AND AUCTION PROCEDURES 

4 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

15. If the foregoing sale to Runway Global Innovation Corporation does not close, 

Vanke Holdings USA LLC is approved as the successful back-up Qualified Overbidder at a 

purchase price of $1,550,000.00. 

IT IS HEREBY ORDERED. 

DATED: June 26, 2017 

RICHARD SEEBORG 

United States District Court Judge 

Case 3:17-cv-00223-RS Document 184 Filed 06/26/17 Page 4 of 4