[PROPOSED] ORDER APPT. RECEIVER CASE NO. 3:17-CV-00223

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JINA L. CHOI (N.Y. Bar No. 2699718)

ERIN E. SCHNEIDER (Cal. Bar No. 216114)

 schneidere@sec.gov

STEVEN D. BUCHHOLZ (Cal. Bar No. 202638)

 buchholzs@sec.gov

ANDREW J. HEFTY (Cal. Bar No. 220450) heftya@sec.gov

SUSAN F. LaMARCA (Cal. Bar No. 215231)

 lamarcas@sec.gov

THOMAS J. EME (Ill. Bar No. 6224870) emet@sec.gov

Attorneys for Plaintiff

SECURITIES AND EXCHANGE COMMISSION

44 Montgomery Street, Suite 2800

San Francisco, CA 94104

Telephone: (415) 705-2500

Facsimile: (415) 705-2501

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

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, and

CALLSOCKET 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

[PROPOSED] ORDER APPOINTING 

RECEIVER

Case 3:17-cv-00223-RS Document 10-2 Filed 01/20/17 Page 1 of 16
[PROPOSED] ORDER APPT. RECEIVER 1 CASE NO. 3:17-CV-00223

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This matter came before this Court upon the motion of the Securities and Exchange 

Commission (“SEC”or “Commission”) for an order seeking the appointment of a receiver over San 

Francisco Regional Center, LLC; 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; North America 3PL, LLC (collectively, the “entity Defendants”); CallSocket Holding 

Company, LLC; CallSocket III Holding Company, LLC; Berkeley Healthcare Dynamics, LLC; 

Central California Farms, LLC; and JL Gateway, LLC (collectively, the “Relief Defendants”). The 

Court has considered the Commission’s Motion for Preliminary Injunction and for the Appointment 

of Receiver and the Declarations of Ellen Chen and Thomas J. Eme, the exhibits thereto, and any 

responses thereto; and the record in these proceedings before the Court. 

On the basis of this record, the Court finds that this Court has subject matter jurisdiction over 

this action and personal jurisdiction over the entity Defendants and Relief Defendants and the 

appointment of a receiver in this action is necessary and appropriate for the purposes of marshaling 

and preserving all assets of the entity Defendants, and of the Relief Defendants that: (a) are 

attributable to funds derived from investors of the Defendants or Relief Defendants; (b) are held in 

constructive trust for the entity Defendants or Relief Defendants; (c) were fraudulently transferred by 

the Defendants or Relief Defendants; and/or (d) may otherwise be includable as assets of the estates 

of the entity Defendants or Relief Defendants (collectively, the “Recoverable Assets”).

THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

1. The Commission’s Motion for Appointment of a Receiver is GRANTED.

2. This Court hereby takes exclusive jurisdiction and possession of the assets, of 

whatever kind and wherever situated, of Defendants San Francisco Regional Center, LLC; 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 (collectively, the “Receivership Defendants”); and of Relief Defendants CallSocket 

Case 3:17-cv-00223-RS Document 10-2 Filed 01/20/17 Page 2 of 16
[PROPOSED] ORDER APPT. RECEIVER 2 CASE NO. 3:17-CV-00223

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Holding Company, LLC; CallSocket III Holding Company, LLC; Berkeley Healthcare Dynamics, 

LLC; Central California Farms, LLC; and JL Gateway, LLC (collectively, “Receivership Relief 

Defendants”).

3. Until further Order of this Court, Susan L. Uecker is hereby appointed to serve 

without bond as receiver (the “Receiver”) for the estates of the Receivership Defendants and the 

Relief Defendants.

I. General Powers and Duties of Receiver

4. The Receiver shall have all powers, authorities, rights, and privileges heretofore 

possessed by the officers, directors, managers, and general and limited partners of the Receivership 

Defendants and Relief Defendants under applicable state and federal law, by the governing charters, 

by-laws, articles, and/or agreements in addition to all powers and authority of a receiver at equity, 

and all powers conferred upon a receiver by the provisions of 28 U.S.C. §§ 754, 959, and 1692, and 

Fed. R. Civ. P. 66.

5. The trustees, directors, officers, managers, employees, investment advisors, 

accountants, attorneys, and other agents of the Receivership Defendants and Relief Defendants are 

hereby dismissed and the powers of any general partners, directors, and/or managers are hereby 

suspended. Such persons and entities shall have no authority with respect to the Receivership 

Defendants’ and Relief Defendants’ operations or assets, except to the extent as may hereafter be 

expressly granted by the Receiver. The Receiver shall assume and control the operation of the 

Receivership Defendants and Relief Defendants and shall pursue and preserve all of their claims.

6. No person, other than the Receiver, holding or claiming any position of any sort with 

any of the Receivership Defendants or Relief Defendants shall possess any authority to act by or on 

behalf of any of the Receivership Defendants or Relief Defendants.

7. Subject to the specific provisions in Sections II through XIII below, the Receiver shall 

have the following general powers and duties:

A. To use reasonable efforts to determine the nature, location, and value of all 

property interests of the Receivership Defendants and Relief Defendants and 

all other Recoverable Assets, including, but not limited to, monies, funds, 

securities, credits, effects, goods, chattels, lands, premises, leases, claims, 

rights, and other assets, together with all rents, profits, dividends, interest, or 

Case 3:17-cv-00223-RS Document 10-2 Filed 01/20/17 Page 3 of 16
[PROPOSED] ORDER APPT. RECEIVER 3 CASE NO. 3:17-CV-00223

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other income attributable thereto, of whatever kind, which the Receivership 

Defendants or Relief Defendants own, possess, have a beneficial interest in, or 

control directly or indirectly (“Receivership Property” or, collectively, the 

“Receivership Estates”);

B. To take custody, control, and possession of all Receivership Property and 

records relevant thereto from the Receivership Defendants and Relief 

Defendants; to sue for and collect, recover, receive, and take into possession 

from third parties all Receivership Property and records relevant thereto;

C. To manage, control, operate, and maintain the Receivership Estates and hold in 

her possession, custody, and control all Receivership Property, pending further 

Order of this Court;

D. To use Receivership Property for the benefit of the Receivership Estates,

making payments and disbursements and incurring expenses as may be 

necessary or advisable in the ordinary course of business in discharging her

duties as Receiver;

E. To take any action which, prior to the entry of this Order, could have been

taken by the officers, directors, partners, managers, trustees, and agents of the 

Receivership Defendants or Relief Defendants;

F. To engage and employ persons in her discretion to assist her in carrying out 

her duties and responsibilities hereunder, including, but not limited to, 

accountants, attorneys, securities traders, registered representatives, financial 

or business advisers, liquidating agents, real estate agents, forensic experts, 

brokers, traders, or auctioneers;

G. To take such action as necessary and appropriate for the preservation of 

Receivership Property or to prevent the dissipation or concealment of 

Receivership Property;

H. To issue subpoenas for documents and testimony consistent with the Federal 

Rules of Civil Procedure, concerning any subject matter within the powers and 

duties granted by this Order; 

I. To bring such legal actions based on law or equity in any state, federal, or 

foreign court as the Receiver deems necessary or appropriate in discharging 

her duties as Receiver;

J. To pursue, resist, and defend all suits, actions, claims, and demands which may 

now be pending or which may be brought by or asserted against the 

Receivership Estates; and

K. To take such other action as may be approved by this Court.

II. Access to Information

8. The officers, directors, agents, managers, general and limited partners, trustees, 

attorneys, accountants, and employees of the Receivership Defendants and Relief Defendants, as well 

as those acting in their place, are hereby ordered and directed to preserve and turn over to the 

Receiver forthwith all paper and electronic information of, and/or relating to, the Receivership 

Case 3:17-cv-00223-RS Document 10-2 Filed 01/20/17 Page 4 of 16
[PROPOSED] ORDER APPT. RECEIVER 4 CASE NO. 3:17-CV-00223

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Defendants or Relief Defendants and/or all Receivership Property; such information shall include but 

not be limited to books, records, documents, accounts, and all other instruments and papers.

9. Within twenty (20) days of the entry of this Order, the Receivership Defendants and 

Relief Defendants shall serve upon the Receiver and the Commission a sworn statement, listing: (a)

the identity, location, and estimated value of all Receivership Property; (b) all employees (and job 

titles thereof), other personnel, attorneys, accountants, and any other agents or contractors of the 

Receivership Defendants and Relief Defendants; and, (c) the names, addresses, and amounts of 

claims of all known creditors of the Receivership Defendants and Relief Defendants.

10. Within thirty (30) days of the entry of this Order, the Receivership Defendants and 

Relief Defendants shall provide to the Receiver and the Commission copies of the Receivership 

Defendants’ and Relief Defendants’ federal income tax returns for the tax years 2010 through 2015,

with all relevant and necessary underlying documentation.

11. The officers, directors, agents, managers, general and limited partners, trustees, 

attorneys, accountants, and employees of the Receivership Defendants and Relief Defendants, as well 

as those acting in their place, shall answer to the Receiver all questions which the Receiver may put 

to them and produce all documents as required by the Receiver regarding the business of the

Receivership Defendants and Relief Defendants, or any other matter relevant to the operation or 

administration of the receivership or the collection of funds due to the Receivership Defendants. In 

the event that the Receiver deems it necessary to require the appearance of the aforementioned 

persons or entities, the Receiver shall make discovery requests in accordance with the Federal Rules 

of Civil Procedure.

12. The Receivership Defendants and Relief Defendants, individual Defendant Thomas 

M. Henderson, the officers, directors, agents, managers, general and limited partners, trustees, 

attorneys, accountants, and employees of the Receivership Defendants and Relief Defendants, as well 

as those acting in their place, are required to assist the Receiver in fulfilling her duties and 

obligations. As such, they must respond promptly and truthfully to all requests for information and 

documents from the Receiver.

Case 3:17-cv-00223-RS Document 10-2 Filed 01/20/17 Page 5 of 16
[PROPOSED] ORDER APPT. RECEIVER 5 CASE NO. 3:17-CV-00223

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III. Access to Books, Records, and Accounts

13. The Receiver is authorized to take immediate possession of all assets, bank accounts 

or other financial accounts, books and records and all other documents or instruments relating to the 

Receivership Defendants or Relief Defendants. All persons and entities having control, custody, or 

possession of any Receivership Property are hereby directed to turn such property over to the 

Receiver.

14. The Receivership Defendants and Relief Defendants, as well as their agents, servants, 

employees, attorneys, any persons acting for or on behalf of the Receivership Defendants or Relief 

Defendants, and any persons receiving notice of this Order by personal service, email, facsimile, or 

otherwise, having possession of the property, business, books, records, accounts, or assets of the 

Receivership Defendants or Relief Defendants, or other Receivership Property, are hereby directed to 

deliver the same to the Receiver, her agents and/or employees.

15. All banks, brokerage firms, financial institutions, and other persons or entities which 

have possession, custody, or control of any Receivership Property that receive actual notice of this 

Order by personal service, email, facsimile, or otherwise shall:

A. Not liquidate, transfer, sell, convey, or otherwise transfer any Receivership 

Property except upon instructions from the Receiver;

B. Not exercise any form of set-off, alleged set-off, lien, or any form of self-help 

whatsoever, or refuse to transfer any funds or assets to the Receiver’s control 

without the permission of this Court;

C. Within five (5) business days of receipt of notice of this Order, serve upon the 

Receiver and counsel for the Commission a certified statement setting forth, 

with respect to any account or other asset that is Receivership Property, the 

balance in the account or description of the assets as of the close of business on 

the date of receipt of the notice; and

D. Cooperate expeditiously in providing information and transferring funds, 

assets, and accounts to the Receiver or at the direction of the Receiver.

IV. Access to Real and Personal Property

16. The Receiver is authorized to take immediate possession of all personal property of 

the Receivership Defendants, wherever located, including but not limited to electronically stored 

information, computers, laptops, hard drives, external storage drives, and any other such memory, 

media, or electronic storage devices, books, papers, data processing records, evidence of 

Case 3:17-cv-00223-RS Document 10-2 Filed 01/20/17 Page 6 of 16
[PROPOSED] ORDER APPT. RECEIVER 6 CASE NO. 3:17-CV-00223

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indebtedness, bank records and accounts, savings records and accounts, brokerage records and 

accounts, certificates of deposit, stocks, bonds, debentures, and other securities and investments, 

contracts, mortgages, furniture, office supplies, and equipment.

17. The Receiver is authorized to take immediate possession of all real property of the 

Receivership Defendants and Relief Defendants, wherever located, including but not limited to all 

ownership and leasehold interests and fixtures. Upon receiving actual notice of this Order by 

personal service, email, facsimile, or otherwise, all persons other than law enforcement officials 

acting within the course and scope of their official duties, are (without the express written permission 

of the Receiver) prohibited from: (a) entering such premises; (b) removing anything from such 

premises; or (c) destroying, concealing, or erasing anything on such premises.

18. In order to execute the express and implied terms of this Order, the Receiver is 

authorized to change door locks to the premises described above. The Receiver shall have exclusive 

control of the keys. The Receivership Defendants and Relief Defendants, or any other person acting 

or purporting to act on their behalf, are ordered not to change the locks in any manner, nor to have 

duplicate keys made, nor shall they have keys in their possession during the term of the receivership

(without the express written permission of the Receiver).

19. The Receiver is authorized to open all mail directed to or received by or at the offices 

or post office boxes of the Receivership Defendants and Relief Defendants, and to inspect all mail 

opened prior to the entry of this Order, to determine whether items or information therein fall within 

the mandates of this Order.

20. Upon the request of the Receiver, the United States Marshal Service, in any judicial 

district, is hereby ordered to assist the Receiver in carrying out her duties to take possession, custody, 

and control of, or identify the location of, any assets, records, or other materials belonging to the 

Receivership Estate.

V. Notice to Third Parties

21. The Receiver shall promptly give notice, which may be by electronic means, of her 

appointment to all known officers, directors, agents, employees, shareholders, creditors, debtors, 

Case 3:17-cv-00223-RS Document 10-2 Filed 01/20/17 Page 7 of 16
[PROPOSED] ORDER APPT. RECEIVER 7 CASE NO. 3:17-CV-00223

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managers, and general and limited partners of the Receivership Defendants and Relief Defendants, as 

the Receiver deems necessary or advisable to effectuate the operation of the receivership.

22. All persons and entities owing any obligation, debt, or distribution with respect to an 

ownership interest to the Receivership Estate shall, until further ordered by this Court, pay all such 

obligations in accordance with the terms thereof to the Receiver and its receipt for such payments 

shall have the same force and effect as if the Receivership Defendant or Relief Defendant had 

received such payment.

23. In furtherance of her responsibilities in this matter, the Receiver is authorized to

communicate with, and/or serve this Order upon, any person, entity, or government office that she 

deems appropriate to inform them of the status of this matter and/or the financial condition of the 

Receivership Estates. All government offices which maintain public files of security interests in real 

and personal property shall, consistent with such office’s applicable procedures, record this Order 

upon the request of the Receiver or the SEC.

24. The Receiver is authorized to instruct the United States Postmaster to hold and/or

reroute mail which is related, directly or indirectly, to the business, operations or activities of any of

the Receivership Defendants or Relief Defendants (the “Receiver’s Mail”), including all mail

addressed to, or for the benefit of, the Receivership Defendants or Relief Defendants. The 

Postmaster shall not comply with, and shall immediately report to the Receiver, any change of 

address or other instruction given by anyone other than the Receiver concerning the Receiver’s Mail. 

The Receivership Defendants and Relief Defendants shall not open any of the Receiver’s Mail and 

shall immediately turn over such mail, regardless of when received, to the Receiver. The foregoing 

instructions shall apply to any proprietor, whether individual or entity, of any private mail box,

depository, business or service, or mail courier or delivery service, hired, rented, or used by the 

Receivership Defendants or Relief Defendants. The Receivership Defendants and Relief Defendants 

shall not open a new mailbox, or take any steps or make any arrangements to receive mail in 

contravention of this Order, whether through the U.S. mail, a private mail depository, or courier 

service.

Case 3:17-cv-00223-RS Document 10-2 Filed 01/20/17 Page 8 of 16
[PROPOSED] ORDER APPT. RECEIVER 8 CASE NO. 3:17-CV-00223

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25. Subject to payment for services provided, any entity furnishing water, electric, 

telephone, sewage, garbage or trash removal services to the Receivership Defendants or Relief 

Defendants shall maintain such service and transfer any such accounts to the Receiver unless 

instructed to the contrary by the Receiver.

VI. Injunction Against Interference with Receiver

26. The Receivership Defendants and all persons receiving notice of this Order by 

personal service, email, facsimile, or otherwise, are hereby restrained and enjoined from directly or 

indirectly taking any action or causing any action to be taken, without the express written agreement 

of the Receiver, which would:

A. Interfere with the Receiver’s efforts to take control, possession, or 

management of any Receivership Property; such prohibited actions include but 

are not limited to, using self-help or executing or issuing or causing the 

execution or issuance of any court attachment, subpoena, replevin, execution, 

or other process for the purpose of impounding or taking possession of or 

interfering with or creating or enforcing a lien upon any Receivership Property;

B. Hinder, obstruct or otherwise interfere with the Receiver in the performance of

her duties; such prohibited actions include but are not limited to, concealing, 

destroying, or altering records or information;

C. Dissipate or otherwise diminish the value of any Receivership Property; such 

prohibited actions include but are not limited to, releasing claims or disposing, 

transferring, exchanging, assigning, or in any way conveying any Receivership 

Property, enforcing judgments, assessments, or claims against any 

Receivership Property or any Receivership Defendant or Relief Defendant, 

attempting to modify, cancel, terminate, call, extinguish, revoke, or accelerate

(the due date), of any lease, loan, mortgage, indebtedness, security agreement,

or other agreement executed by any Receivership Defendant or Relief 

Defendant or which otherwise affects any Receivership Property; or

D. Interfere with or harass the Receiver, or interfere in any manner with the 

exclusive jurisdiction of this Court over the Receivership Estates.

27. The Receivership Defendants and Relief Defendants shall cooperate with and assist 

the Receiver in the performance of her duties.

28. The Receiver shall promptly notify the Court and SEC counsel of any failure or 

apparent failure of any person or entity to comply in any way with the terms of this Order.

Case 3:17-cv-00223-RS Document 10-2 Filed 01/20/17 Page 9 of 16
[PROPOSED] ORDER APPT. RECEIVER 9 CASE NO. 3:17-CV-00223

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VII. Stay of Litigation

29. As set forth in detail below, the following proceedings, excluding the instant 

proceeding and all police or regulatory actions and actions of the Commission related to the abovecaptioned enforcement action, are stayed until further Order of this Court:

All civil legal proceedings of any nature, including, but not limited to, bankruptcy 

proceedings, arbitration proceedings, foreclosure actions, default proceedings, or 

other actions of any nature involving: (a) the Receiver, in her capacity as Receiver; 

(b) any Receivership Property, wherever located; (c) any of the Receivership 

Defendants or Relief Defendants, including subsidiaries and partnerships; or (d)

any of the Receivership Defendants’ and Relief Defendants’ past or present 

officers, directors, managers, agents, or general or limited partners sued for, or in 

connection with, any action taken by them while acting in such capacity of any 

nature, whether as plaintiff, defendant, third-party plaintiff, third-party defendant, 

or otherwise (such proceedings are hereinafter referred to as “Ancillary 

Proceedings”).

30. The parties to any and all Ancillary Proceedings are enjoined from commencing or 

continuing any such legal proceeding, or from taking any action, in connection with any such 

proceeding, including, but not limited to, the issuance or employment of process.

31. All Ancillary Proceedings are stayed in their entirety, and all Courts having any 

jurisdiction thereof are enjoined from taking or permitting any action until further Order of this 

Court. Further, as to a cause of action accrued or accruing in favor of one or more of the 

Receivership Defendants against a third person or party, any applicable statute of limitation is tolled 

during the period in which this injunction against commencement of legal proceedings is in effect as 

to that cause of action.

VIII. Managing Assets

32. For each of the Receivership Estates, where appropriate and necessary in the judgment 

of the Receiver, the Receiver shall establish one or more custodial accounts at a federally insured 

bank to receive and hold all cash equivalent Receivership Property (the “Receivership Funds”).

33. The Receiver may, without further Order of this Court, transfer, compromise, or 

otherwise dispose of any Receivership Property, other than real estate, in the ordinary course of 

business, on terms and in the manner the Receiver deems most beneficial to the Receivership Estate, 

and with due regard to the realization of the true and proper value of such Receivership Property.

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[PROPOSED] ORDER APPT. RECEIVER 10 CASE NO. 3:17-CV-00223

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34. Subject to Paragraph 35, immediately below, the Receiver is authorized to locate, list 

for sale or lease, engage a broker for sale or lease, cause the sale or lease, and take all necessary and 

reasonable actions to cause the sale or lease of all real property in the Receivership Estates, either at 

public or private sale, on terms and in the manner the Receiver deems most beneficial to the 

Receivership Estate, and with due regard to the realization of the true and proper value of such real 

property. 

35. Upon further Order of this Court, pursuant to such procedures as may be required by 

this Court and additional authority such as 28 U.S.C. §§ 2001 and 2004, the Receiver will be 

authorized to sell, and transfer clear title to, all real property in the Receivership Estates.

36. The Receiver is authorized to take all actions to manage, maintain, and/or wind-down 

business operations of the Receivership Estates, including making legally required payments to 

creditors, employees, and agents of the Receivership Estates and communicating with vendors, 

investors, governmental and regulatory authorities, and others, as appropriate.

IX. Investigate and Prosecute Claims

37. Subject to the requirement, in Paragraph 38, immediately below, that leave of this 

Court is required to resume or commence certain litigation, the Receiver is authorized, empowered,

and directed to investigate, prosecute, defend, intervene in or otherwise participate in, compromise, 

and/or adjust actions in any state, federal, or foreign court or proceeding of any kind as may in her 

discretion, and in consultation with SEC counsel, be advisable or proper to recover and/or conserve 

Receivership Property.

38. Subject to her obligation to expend receivership funds in a reasonable and costeffective manner, the Receiver is authorized, empowered, and directed to investigate the manner in 

which the financial and business affairs of the Receivership Defendants and Relief Defendants were 

conducted and (after obtaining leave of this Court) to institute such actions and legal proceedings, for 

the benefit and on behalf of the Receivership Estate, as the Receiver deems necessary and 

appropriate. The Receiver may seek, among other legal and equitable relief, the imposition of 

constructive trusts, disgorgement of profits, asset turnover, avoidance of fraudulent transfers, 

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[PROPOSED] ORDER APPT. RECEIVER 11 CASE NO. 3:17-CV-00223

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rescission and restitution, collection of debts, and such other relief from this Court as may be 

necessary to enforce this Order. 

39. The Receiver hereby holds, and is therefore empowered to waive, all privileges, 

including the attorney-client privilege, held by all entity Receivership Defendants and Relief 

Defendants.

40. The Receiver has a continuing duty to ensure that there are no conflicts of interest 

between the Receiver, her Retained Personnel (as that term is defined below), and the Receivership 

Estate.

X. Bankruptcy Filing

41. The Receiver may seek authorization of this Court to file voluntary petitions for relief 

under Title 11 of the United States Code (the “Bankruptcy Code”) for the Receivership Defendants

and Relief Defendants. If a Receivership Defendant or Relief Defendant is placed in bankruptcy 

proceedings, the Receiver may become, and may be empowered to operate each of the Receivership

Estates as a debtor in possession. In such a situation, the Receiver shall have all of the powers and 

duties as provided a debtor in possession under the Bankruptcy Code to the exclusion of any other 

person or entity. Pursuant to Paragraph 5 above, the Receiver is vested with management authority 

for all Receivership Defendants and Relief Defendants and may therefore file and manage a Chapter 

11 petition.

42. The provisions of Section VII above bar any person or entity, other than the Receiver, 

from placing any of the Receivership Defendants in bankruptcy proceedings.

XI. Liability of Receiver

43. Until further Order of this Court, the Receiver shall not be required to post bond or 

give an undertaking of any type in connection with her fiduciary obligations in this matter.

44. The Receiver and her agents, acting within the scope of such agency (“Retained 

Personnel”) are entitled to rely on all outstanding rules of law and Orders of this Court and shall not 

be liable to anyone for their own good faith compliance with any order, rule, law, judgment, or 

decree. In no event shall the Receiver or Retained Personnel be liable to anyone for their good faith 

compliance with their duties and responsibilities as Receiver or Retained Personnel, nor shall the 

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Receiver or Retained Personnel be liable to anyone for any actions taken or omitted by them except 

upon a finding by this Court that they acted or failed to act as a result of malfeasance, bad faith, gross 

negligence, or in reckless disregard of their duties.

45. This Court shall retain jurisdiction over any action filed against the Receiver or 

Retained Personnel based upon acts or omissions committed in their representative capacities.

46. In the event the Receiver decides to resign, the Receiver shall first give written notice 

to the Court, and to the SEC’s counsel of record, of her intention, and the resignation shall not be 

effective until the Court appoints a successor. The Receiver shall then follow such instructions as the 

Court may provide.

XII. Recommendations and Reports

47. The Receiver is authorized, empowered, and directed to develop a plan for the fair, 

reasonable, and efficient recovery and liquidation of all remaining, recovered, and recoverable 

Receivership Property (the “Recovery Plan”).

48. Within ninety (90) days of the entry of this Order, the Receiver shall file the Recovery 

Plan in the above-captioned action, with service copies to counsel of record.

49. Within thirty (30) days after the end of each calendar quarter, the Receiver shall file 

and serve a full report and accounting of the Receivership Estates (the “Quarterly Status Report”), 

reflecting (to the best of the Receiver’s knowledge as of the period covered by the report) the 

existence, value, and location of all Receivership Property, and of the extent of liabilities, both those 

claimed to exist by others and those the Receiver believes to be legal obligations of the Receivership 

Estates.

50. The Quarterly Status Report shall contain the following:

A. A summary of the operations of the Receiver;

B. The amount of cash on hand, the amount and nature of accrued 

administrative expenses, and the amount of unencumbered funds in the 

estate;

C. A schedule of all the Receiver’s receipts and disbursements (attached as 

Exhibit A to the Quarterly Status Report), with one column for the 

quarterly period covered and a second column for the entire duration of 

the receivership;

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D. A description of all known Receivership Property, including 

approximate or actual valuations, anticipated or proposed dispositions, 

and reasons for retaining assets where no disposition is intended;

E. A description of liquidated and unliquidated claims held by the 

Receivership Estate, including the need for forensic and/or 

investigatory resources; approximate valuations of claims; and 

anticipated or proposed methods of enforcing such claims (including 

likelihood of success in: (i) reducing the claims to judgment; and (ii) 

collecting such judgments);

F. A list of all known creditors with their addresses and the amounts of 

their claims;

G. The status of any litigation brought by the Receivership Estate and of 

any Creditor Claims Proceedings, after such proceedings have been 

commenced; and

H. The Receiver’s recommendations for a continuation or discontinuation 

of the receivership and the reasons for the recommendations.

51. On the request of the Commission, the Receiver shall provide the Commission with 

any documentation that the Commission deems necessary to meet its reporting requirements, that is 

mandated by statute or Congress, or that is otherwise necessary to further the Commission’s mission.

XIII. Fees, Expenses and Accountings

52. Subject to Paragraphs 53 to 59 immediately below, the Receiver need not obtain Court 

approval prior to the disbursement of Receivership Funds for expenses in the ordinary course of the

administration and operation of the receivership. Further, prior Court approval is not required for 

payments of applicable federal, state, or local taxes.

53. Subject to Paragraph 54 immediately below, the Receiver is authorized to solicit

persons and entities (“Retained Personnel”) to assist her in carrying out the duties and responsibilities

described in this Order. The Receiver shall not engage any Retained Personnel without first 

obtaining an Order of the Court authorizing such engagement.

54. The Receiver and Retained Personnel are entitled to reasonable compensation and 

expense reimbursement from the Receivership Estates as described in the “Billing Instructions for 

Receivers in Civil Actions Commenced by the U.S. Securities and Exchange Commission” (the 

“Billing Instructions”) agreed to by the Receiver. Such compensation shall require the prior approval 

of the Court.

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55. Within forty-five (45) days after the end of each calendar quarter, the Receiver and 

Retained Personnel shall apply to the Court for compensation and expense reimbursement from the 

Receivership Estates (the “Quarterly Fee Applications”). At least thirty (30) days prior to filing each 

Quarterly Fee Application with the Court, the Receiver will serve upon counsel for the SEC a 

complete copy of the proposed Application, together with all exhibits and relevant billing information 

in a format to be provided by SEC staff.

56. All Quarterly Fee Applications will be interim and will be subject to cost benefit and 

final reviews at the close of the receivership. At the close of the receivership, the Receiver will file a 

final fee application, describing in detail the costs and benefits associated with all litigation and other 

actions pursued by the Receiver during the course of the receivership.

57. Quarterly Fee Applications may be subject to a holdback in the amount of 20% of the 

amount of fees and expenses for each application filed with the Court. The total amounts held back 

during the course of the receivership will be paid out at the discretion of the Court as part of the final 

fee application submitted at the close of the receivership.

58. Each Quarterly Fee Application shall:

A. Comply with the terms of the Billing Instructions agreed to by the 

Receiver; and,

B. Contain representations (in addition to the Certification required by the 

Billing Instructions) that: (i) the fees and expenses included therein were 

incurred in the best interests of the Receivership Estate; and (ii) with the 

exception of the Billing Instructions, the Receiver has not entered into 

any agreement, written or oral, express or implied, with any person or 

entity concerning the amount of compensation paid or to be paid from 

the Receivership Estate, or any sharing thereof.

59. At the close of the Receivership, the Receiver shall submit a Final Accounting, in a 

format to be provided by SEC staff, as well as the Receiver’s final application for compensation and 

expense reimbursement.

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IT IS SO ORDERED. 

DATED , 2017 ____________________________

Richard Seeborg UNITED STATES DISTRICT JUDGE

 

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