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009589.0024\4976090.4 ORDER GRANTING MOTION FOR ORDER 

APPROVING SALE 

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 

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 GRANTING MOTION 

APPROVING SALE OF JL GATEWAY, 

LLC REAL PROPERTY AND 

APPROVING OVERBIDDING 

PROCEDURES AND AUCTION

Case 3:17-cv-00223-RS Document 361 Filed 03/06/18 Page 1 of 4
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009589.0024\4976090.4 ORDER GRANTING MOTION FOR ORDER 

APPROVING SALE 

2 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

The Motion for Order (1) Approving Sale of JL Gateway, LLC Real Property and (2) 

Approving Overbidding and Auction Procedures for Sale, filed by Susan L. Uecker, Receiver for 

Relief Defendant JL Gateway, LLC, and all entity Defendants and Relief Defendants, was granted 

pursuant to this Court’s Order Granting Motion Re Sale of Certain Real Property Owned By JL 

Gateway, LLC, filed herein on February 26, 2018 (Dkt. No. 345). Based upon the Court’s Order, 

and for good cause shown: 

IT IS HEREBY ORDERED that: 

1. Pursuant to the terms of the Standard Offer, Agreement and Escrow Instructions for 

Purchase of Real Estate (Non-Residential), dated November 17, 2017 (as amended, by Addendum 

Two through Five. the collectively “Agreement”), the Receiver is authorized to proceed with the 

Agreement with RTV Capital, LLC and Kevin J. Louie and Brenda Wei-Lan Tsiang, as 

Trustees of the of the Louie-Tsiang Trust UTA December 8, 2007, or their permitted assigns, 

WoodRock Gateway Center, LLC (as applicable, the “Buyer”), concerning the real property 

commonly known as the 800-900 Market Street, Oakland, California and as more fully described 

in the Agreement (“Property”). 

2. The Receiver is hereby authorized to sell the Property to the Buyer for the sum of 

$9,475,000, subject to the terms and conditions set forth in the Agreement. 

3. The sales price for the Property is fair and reasonable and represents fair market 

value. 

4. The Buyer is purchasing the Property 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 as to physical condition of the Property. 

5. The Receiver is authorized to pay all costs payable by Seller under and in 

connection with the sale of the Property pursuant to the Agreement, including, but not limited to, 

amounts necessary to pay off any existing promissory notes or other debts secured by a deed of 

trust or other security instrument against the Property, escrow fees, title insurance premiums, 

transfer taxes, prorated real property taxes, brokerage commission, and any other associated costs. 

Case 3:17-cv-00223-RS Document 361 Filed 03/06/18 Page 2 of 4
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009589.0024\4976090.4 ORDER GRANTING MOTION FOR ORDER 

APPROVING SALE 

3 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

6. The Receiver shall hold all net proceeds received from the sale of the Property 

pending further order of the Court. 

7. The Receiver is authorized to take all actions to execute any documents necessary 

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

conveyance documents consistent with selling and conveying title to the Property, without further 

order of the Court. The Receiver shall execute all documents necessary to carry out and effectuate 

the sale of the Property as Susan L. Uecker, in her sole capacity as the Court Appointed Receiver. 

8. By closing escrow and taking title of to the Property, the Buyer has no recourse 

against anyone, including, without limitation, the Receiver (or her agents) for any claim or cause 

of action relating to the Property, including, but not limited to, title-related claims, construction 

defect claims, claims regarding the condition of the Property, claims regarding permitted use or 

development of the Property, or claims regarding the terms of sale. 

9. The Agreement represents an arms-length transaction, and the Receiver and the 

Buyer acted in good faith in connection with the negotiation, execution, delivery and execution of 

the sale of the Property. 

10. Any licensed title insurer may rely on this Court Order as authorizing the Receiver 

to transfer legal title to the Property. 

11. A certified copy of this Order may be recorded concurrently with the Receiver’s 

Deed or at any time before the close of Escrow of the Property, provided however that failure to 

record this Order will not affect the enforceability of this Order or , the validity of the Deed, or the 

transfer of title of the Property to the Buyer. 

 

Case 3:17-cv-00223-RS Document 361 Filed 03/06/18 Page 3 of 4
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009589.0024\4976090.4 ORDER GRANTING MOTION FOR ORDER 

APPROVING SALE 

4 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

12. This Court retains jurisdiction over any dispute that may arise involving the 

Receiver with respect to the sale of the Property authorized by this Order. 

IT IS SO ORDERED. 

DATED: ________________ 

 RICHARD SEEBORG 

United States District Judge 

3/6/18

Case 3:17-cv-00223-RS Document 361 Filed 03/06/18 Page 4 of 4