EXHIBIT A

009589.0024\48 14337. i

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 1 of 67
Case 3:1"7-cv-00223-RS Document 100 Filed O3l29lL7 Page 1" of L8

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JINA L. CHOI (N.Y. BarNo.2699718)

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

schneidere@sec.gov

STEVEN D. BUCHHOLZ (Cal. BarNo. 202638)

buchholzs@sec.gov

ANDREW J. HEFTY (Cal. BarNo.220450)

heftya@sec.gov

SUSAN F. LaMARCA (Cal. BarNo. 215231)

lamarcas@sec.gov

THOMAS J. EME (Ill. BarNo. 6224870)

emet@sec.gov

Attorneys for Plaintiff

SECUzuTIES AND EXCHANGE COMMISSION

44 Montgomery Street, Suite 2800

San Francisco, CA 94104

Telephone: (415) 7 05-2500

Facsimile: (415) 705-2501

LINITED STATES DISTzuCT COURT

NORTHERN DISTzuCT OF CALIFORNIA

SAN FRANCISCO DIVISION

SECUzuTIES AND EXCHANGE COMMISSION, Case No. 3 :17 -cv -00223-RS

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,LP,;

CALLSOCKET, LLC; CALLSOCKE,T 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.

FPR€PESEÐ] ORDER APPOINTING

RECEIVER AND MONITOR

[PRoposED] Onnsn Appr. RECEIVER AND MONITOR EXHIBIT A

CASE No. 3i17 -cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 2 of 67
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Case 3:1-7-cv-00223-RS Document l-00 Filed 031291L7 Page 2 of 1-8

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 OaklandPlaza,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 ooRelief Defendants"). The

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

of Receiver and the Declarations of Ellen Chen, Thomas J. Eme, and Andrew J. Hefty, 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 personaljurisdiction over the entity Defendants and Relief Defendants. The Court

also finds that the appointment of a receiver in this action is necessary and appropriate for the

purposes of marshaling and preserving allassets of 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 OaklandPlaza, L.P.; Callsocket, LLC; Callsocket II,LLC; Callsocket III, LLC; Immedia, LLC

(collectively, the "Receivership Defendants"); and of Relief Defendants CallSocket Holding

Company, LLC; CallSocket III Holding Company, LLC; Central California Farmso LLC; and JL

Gateway, LLC (collectively, "Receivership 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; andlor (d) may otherwise be includable as assets of the estates of the entity

Defendants or Relief Defendants (collectively, the "Recoverable Assets").

The Court further finds that the appointment of a monitor in this action is necessary and

appropriate as to Defendants Comprehensive Care of California, LLC; Comprehensive Care of

Oakland, L.P.; and North America 3PL, LLC (collectively, the "Monitorship Defendants"); and of

Relief Defendant Berkeley Healthcare Dynamics, LLC (the "Monitorship Relief Defendant").

[PRoposED] Omrn Appr, RECEIVER AND I CASENO. 3:17-cv-00223

MoNIToR

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 3 of 67
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Case 3:l-7-cv-00223-Rs Document 100 Filed 031291L7 Page 3 of 18

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

l. The Commission's Motion for Appointment of a Receiver is GRANTED as to the

Receivership Defendants and Receivership Rel ief Defendants.

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

whatever kind and wherever situated, of the Receivership Defendants and Receivership Relief

Delendants.

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

Receivership Relief Defendants.

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

without bond as monitor (the "Monitor") for the estates of the Monitorship Defendants and the

Monitorship Relief Defendant.

5. Within 45 days of the date of this Order, the Monitor will submit a report to the Court

as to (a) whether there are reasons justifying expansion of her authority over the Monitorship

Defendants and Monitorship Relief Defendant from "monitor" to "receiver," and; (b) the likelihood,

if any, that her appointment as a receiver over any or all of the Monitorship Defendants and

Monitorship Relief Defendant would cause disruption to any of those entities' contractual

relationships with third parties.

I. General Powers and Dufies of Receiver

6. 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 allpowers conferred upon a receiver by the provisions of 28 U.S.C. $$ 754, 959, and 1692, and

Fed. R. Civ. P. 66.

7. 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, andlor managers are hereby

[Pnorosar] ORDERAPPT. RECEIVERANo 2 CASENo. 3tl7-cv-00223

MoNIToR

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 4 of 67
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Case 3:17-cv-00223-RS Document 1,00 Filed 03129117 Page 4 of IB

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.

8. 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.

9. 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

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

Defendants or Relief Defendants own, possess, have a benefrcial 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 ofthe

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, fi nancial

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;

lPnoposEnl ORDERAPPT, RECETVERAND 3 CassNo.3:17-cv-00223

MoNIToR

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 5 of 67
Case 3:17-cv-00223-RS Document l-00 Filed 03129117 Page 5 of l-B

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;

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

foreign õourt as the Receiver deems necessary or appropriate in discharging

her duties as Receiver;

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

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

il. Access to Information

10. 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

Defendants or Relief Defendants andlor allReceivership Property; such information shall include but

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

I 1. 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 ofthe

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

claims of allknown creditors of the Receivership Defendants and Relief Defendants'

12. 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 through2015,

with all relevant and necessary underlying documentation'

13. 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

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IPROPOSED] ORDER APPT, RECEIVER AND

MoNITOR

4 CASENo.3:17-cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 6 of 67
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Case 3:17-cv-00223-RS Document 100 Filed O3l29lL7 Page 6 of 1-8

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.

14. 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.

ilL Access to Books. rds. and Accounts

15. The Receiver is authorizedto 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.

16. 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.

17. 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;

IPROPOSED] ORDER APPT, RECEIVER AND

MoNIToR

5 CASENo. 3:17-cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 7 of 67
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Case 3:1-7-cv-00223-RS Document l-00 Filed 03/29lL7 Page 7 of L8

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 ofthe assets as ofthe close ofbusiness on

the date of receipt of the notice; and D 

iJ,:å:ilå'#,:iïi:ï:'iriflå:Ji9åîTiîI",ffi ii:åf;åi iitrftrå:g,*ï:''

IV. Access to Real and Personal Propertv

18. The Receiver is authorizedto 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

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.

19. 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 ftxtures. 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.

20. 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).

[PRoposED] On¡Bn Appr. RECEIVER AND

MoNIToR

6 CASE No. 3i17-cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 8 of 67
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Case 3:1-7-cv-00223-RS Document l-00 Filed 031291L7 Page B of L8

21. The Receiver is authorizedto 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.

22. 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

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

appointment to all known off,rcers, directors, agents, employees, shareholders, creditors, debtors,

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.

24. 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.

25. 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.

26. The Receiver is authorizedto 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

fPnorosro] OnnpRAppr. RECEIVERAND 7 CassNo.3:17-cv-00223

MoNIToR

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 9 of 67
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Case 3:l-7-cv-00223-Rs Document 1"00 Filed O3l29lL7 Page 9 of 18

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 shallnot 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

servlce

27. 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. Iniunction nst Interference with Receiver

28. The Receivership Defendants and Relief Defendants and allpersons 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 nõt limited to, using self-helþ or executing or issuing or causing the

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

or other process for the purpose of impounding or taking_possession of or

interferiñg with or creating-or enforciñg 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 ofany Receivership Property; such

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

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

Property, enforcing judgments, assessments, or claims against any

Reieivéiship Propérty o-r any Receivership Defendant or Relief Defendant,

attempting fo moãify, cancei, terminate, cãll, extinguish, revoke, or accelerate

[Pnorosao] ORopn Appr. RECEIVER AND

MoNITOR

CASE No. 3:17 -cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 10 of 67
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Case 3:17-cv-00223-RS Document l-00 Filed 03129117 Page 1-0 of 1-B

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

i:?:iäü:i'ff i:""#fåïi.:åËåi,*:iiJ:iii.?åiJ$i#,iåil.'

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

exclusive jurisdiction of this Court over the Receivership Estates.

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

the Receiver in the performance of her duties.

30. 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.

VII. Stav of Litieation

31. 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,

or the Monitor, in her capacity as Monitor; (b) any Receivership Property,

wherever located, or any property interests of the Monitorship Defendants or

Relief Defendant; (c) any of the Receivership Defendants or Relief Defendants, or

Monitorship Defendants or Relief Defendant, including subsidiaries and

partnerships; or (d) any of the Receivership Defendants' and Relief Defendants' or

Monitorship Defendants' or Relief Defendant's past.o^r present officers, directors,

managers, ágents, or general or limited partners sued for, or in connection with,

any aðtion táken 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").

32. 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.

33. 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 or Relief Defendants or Monitorship Defendants or Monitorship Relief

Defendant 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.

[PRoposED] ORDER Appr. RECEIVER AND

MONITOR

9 Cass No. 3:17-cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 11 of 67
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Case 3:L7-cv-00223-Rs Document 100 Filed O3l29lL7 Page 1-1" of 1-8

V[I. Managins Assets

34. 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").

35. 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.

36. Subject to Paragraph 37, 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.

37. 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 and2004, the Receiver will be

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

38. 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

39 . Subject to the requirement, in Paragr aph 40, 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, compromiseo

andlor 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.

[PRoposED] OnDERAppT.RECEIVERAND l0 CASENo.3:17-cv'00223

MONITOR

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 12 of 67
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Case 3:1-7-cv-00223-RS Document l-00 Filed A3l29lL7 Page 12 of 18

40. 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 legalproceedings, 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,

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

necessary to enforce this Order.

41. 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.

42. 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. Bankruptcv Filins

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

under Title 1l 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 7 above, the Receiver is vested with management authority

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

I I petition.

44. 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.

[PRoposED] ORDER APPr. RECEIVER AND

MoNIToR

1l CASE No. 3:17 -cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 13 of 67
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Case 3:1-7-cv-00223-RS Document l-00 Filed 031291L7 Page L3 of 1-8

XI. Liability of Receiver

.45. 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 hduciary obligations in this matter.

46. 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

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

upon a fìnding 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.

47 . 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.

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

to the Court, and to the SEC's counselof 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 Renorts

49. 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").

50. 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'

51. V/ithin 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

[Pnonosnn] ORDER APPT. RECEIVER AND

MoNIToR

12 CASENo.3:17-cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 14 of 67
Case 3:1-7-cv-00223-RS Document l-00 Filed A3129117 Page 1-4 of L8

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

Estates.

52. 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

pxhibit À to the Quarterly Status Rep'ort), with one column for the

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

the receivership;

D. A description of all known Receivership Property, including

approximate or actual valuations, anticipated or proposed dispositions,

ahã reasons for retaining assets where no disposition is intended;

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

Receivefship Estatè, including the need for forensic and/or

investigatory resources; approximate valuations of claims; and

anticipãted ór proposed methods of enforcing such.claims (includiLg

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

collecting such j udgments) ;

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 lstate and of

any Creditor Cláims Þroceedingi, 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.

53. 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

54. Subject to Paragraphs 55 to 61 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.

[PRoposED] ORDER APPr. REcEIVER AND

MONITOR

l3 cese No. 3:17 -cv -00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 15 of 67
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Case 3:l-7-cv-00223-Rs Document l-00 Filed A3l29lL7 Page 1"5 of 1-8

55. Subject to Paragraph 56 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.

56. 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.

57 . V/ithin 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.

58. 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.

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

60. 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 þy ttt.

Billing Insiructions) thatì (i) the fees and expenses included therein were

incurr"ed in the best'interesìÁ of the Receiverihip Estate; and (ii) with the

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

IPROPOSED] ORDER APPT, RECEIVER AND

MoNITOR

14 cAsENo.3:17-cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 16 of 67
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Case 3:L7-cv-00223-RS Document 1"00 triled O3l29lL7 Page 1-6 of 1"8

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.

61. 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.

XIV. Powers of the Monitor

62. The Monitor shall be empowered to:

A. Have full and complete access to each of the Monitorship Defendants' and the

Monitorship Relief Defendant's books and records, including internal records

as well as bank, financial institution and other records, but excluding attorneyclient communications between the Monitorship Defendants and their

respective counsel;

B. Have full and complete access to the principals, officers, employees, agents,

and consultants of each of the Monitorship Defendants and the Monitorship

Relief Defendant, or anyone else who is otherwise associated with those

entities to carry out the Monitor's assignment, except that no one shall be

required to disclose attorney client communications between the Monitorship

Defendants and their respective counsel;

C. Have full and complete access to the counterparties to any contracts of the

Monitorship Defendants and the Monitorship Relief Defendant, for the purpose

of evaluating the terms of the contract including whether the contractual

relationship would be disrupted by converting the Monitor to a Receiver over

that entity;

D. Review and monitor a report prepared every two weeks of all transactions of

any Monitorship Defendãnts or the Monitorship Relief Defendant;

E. Enter into any and all offices and premises and facilities maintained or

managed by ány of the Monitorship Defendants or thg Monitorship Relief

Defendant, except those facilities for which additional credentials are

necessary (and Monitor Defendants and/or Monitor Relief Defendants shall

assist thé Monitor in obtaining the necessary additional credentials if so

requested);

F. Identify and locate all money, assets, real prop_erty, and investments held by, or

for the-benefit of, each of the Monitorship Defendants and the Monitorship

Relief Defendant;

G. Identify and locate all investors and owners in each of the Monitorship

Defendants and the Monitorship Relief Defendant;

H. Identify all debts, accounts payable, liabilities and unpaid obligations of the

Monitõrship Defendants and the Monitorship Relief Defendant;

I. Engage and employ the same persons as those emp_loyed in her.capacity_as 

.

Reõei-ver to assist her in carrying out her duties and responsibilities as Monitor,

[PRoposED] ORDER Appr. RECEIVER AND 15 CASENO. 3i11-cv-00223

MoNITOR

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 17 of 67
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Case 3:l-7-cv-00223-Rs Document 100 Filed O3l29lI7 Page 1-7 of 1-8

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;

J. Contact any of the EB-5 investors associated with any the Monitorship

Defendants and Monitorship Relief Defendant or, if they are represented,

counsel for such investors;

K. Apply to the Court for an order compelling compliance with this Order or

seeking a modification of this Order.

XV. Fees and Expenses of the Monitor

63. The Monitor is authorized to employ the same persons and entities she employs as

Receiver to assist her in carrying out her duties and responsibilities as Monitor. The Monitor shall

not engage any such persons or entities without fìrst obtaining an Order from the Court authorizing

such engagement.

64. The Monitor and anyone she employs pursuant to Paragraphs 62 and 63 are entitled to

reasonable compensation and expense reimbursement. Such compensation shall require the prior

approval of the Court.

65. The Monitorship Defendants and the Monitorship Relief Defendant shall each pay,

upon approval of this Court as set forth below, the reasonable costs, fees and expenses of the Monitor

incurred in connection with the performance of the powers and duties described herein related to their

respective businesses, as identified by the Monitor, including but not limited to such costs, fees and

expenses of all persons retained by the Monitor with the Court's approval to assist in carrying out the

Monitor's powers and duties. All applications for costs, fees and expenses of the Monitor and those

employed by the Monitor shall be made by application to the Court, with notice to all parties and an

opportunity to be heard, setting forth in reasonable detail the nature of such costs, fees, and expenses.

Such applications shall be submitted quarterly at the same time as the applications made by the

Receiver.

XVI. Liabilitv of Monitor

66. The Monitorship Defendants and Monitorship Relief Defendant shall indemnify,

defend and hold harmless the Monitor and her agents, employees, consultants, successors, and

assigns, from and against all actions (pending or threatened and whether at law or in equity in any

forum), liabilities, damages, losses, costs, and expenses, including but not limited to reasonable

[PRoposED] ORDERAPPT. RECEIVERAND 16 CASENO. 3il7-cv-00223

MONITOR

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 18 of 67
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Case 3:l-7-cv-00223-Rs Document l-00 Filed O3l29lL7 Page 18 of 1-8

attorneys' and other professionals' fees, arising from the conduct or omission of the Monitor or her

agents, employees and consultants under the terms of this Order, except for any such conduct or

omission adjudged by the Court to be the result of gross negligence or willful misconduct.

XVIL Bankruptcy Filine

67 . The Monitorship Defendants and Monitorship Relief Defendant are each hereby

enjoined from frling a voluntary petition in bankruptcy without at least five days' notice to the

Monitor, to the SEC (by notice to the attorneys appearing on the SEC's behalf in this matter), and to

the Court. Upon receiving such notice, the Monitor or the SEC may seek appropriate expedited relief

from this Court.

XVIII. Binding Notice

68. In accordance with Rule 65(d) of the Federal Rules of Civil Procedure, this Order shall

be binding upon all parties to this action and upon all persons who receive actual notice of it through

personal service or otherwise.

IT IS SO ORDERED.

DATED Nlarch 29 2017

Richard Seeborg

I.INITED STATES DISTRICT JUDGE

[Pnoeosno] ORDER APPr. RECEIVER AND

MoNIToR

17 Cass No. 3:17 -cv-00223

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 19 of 67
EXHIBIT B

009s89.0024\48 14337. 1

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 20 of 67
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D¡VIS GROUP

June 13,2017

Cynthia Gray

Uecker & Associates, Inc,

1613 Lyon Street, Suite A

San Francisco, CA 94115

RE: Engagement af M. Davis Groupfor the Sctle of Equipment onsite at lheformer

Crystal Golden facility by Auction

Dear Cynthia,

We wish to thank Uecker & Associates (UECK) for contacting the M. Davis Group

("MDG") regarding the saie of the equipment located in Tipton, CA and as more fully

described in the attachments and prior communications hereto (the "Equipment"). This

letter will outline'"vhat you may expect from us and what we may expect from you

during this course of this engagement (this o'Agreement"). We will undertake to act as

exclusive agent to you under the following terms. If these terms are acceptable, please

execute this Agreement at your earliest convenience.

By signing this Agreement, UECK authorizes MDG to market and sell the Equipment

by contacting end users and dealers of similar equipment pursuant to the following

terms:

MDG's Aqreement to Market

l. MDG shall use its best efforts to fully market the Equipment and will include

most or all of the following methods, as practicable and necessary:

a. Complete listing on MDG's website;

b. Listing on an online auction platform;

c. Listing online lvith industry websites and publications; and

d. Direct marketing utilizing MDG's client and customer lists. (Direct

marketing includes: ooflyers" or "mailers" sent through the U,S.

Postal system, e-blasts and telemarketing, and/or marketing via

contact lists rented from relevant industry listings.

2. Upon execution of this Agreement, MDG will immediately commence marketing

the Equipment, to be featured in an online auction. The auction closing clate or

dates will be determined by UECK and mutually agreed to by MDG. MDG will

fund a marketing program to sufficiently foster industry awareness of the auction

sale.

EXHIBIT B

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 21 of 67
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3. Following the sale of any item of Equipment, MDG shall collect funds from the

buyers (pursuant to the terms of MDG's agreement therewith) and promptly remit

85% of the sale price (excluding any buyer premium over and above the sale

price) to UECK, upon removal of said Equipment, Successful buyers will also be

required to pay MDG an industry stanclard buyer's premium. The buyer's

premium is separate and exclusive of the sales price.

In MDG's professional opinion, the sale wiil gross $25,000 - S45,000.

Should UECK prefer to sell the assets, MDC will pay $25,000,00 for the assets

described in the Schedule A below.

4. For purposes of clarification, MDG shall require from the br"ryer that it be the sole

responsibility of the buyer to remove, load and ship the Equipment post sale or

auction. Any assets left onsite by a buyer for more than 60 days post sale will be

considered abandoned.

Warranties of the Pafties:

5. MDG represents and warants the following: (i) it is a premier auction, appraisal

and equipment sales provider with all of the necessary expertise, licenses, permits

and other qualilìcations required to make and sell the Equipment; (ii) it shall

perfotm its obligations hereunder in full compliance with all applicable Federal,

state and local laws, rules and regulations; and (iii) it maintains the type and level

of insurance appropriate fol performance of its obligations hereunder, and in no

case less than what is required by law. MDG shall promptly furnish such proof of

insurance ifso required by you.

6. MDG warrants that is shall sell the Equipment on an as-is, where-is basis to any

buyer,

7. UECK represent and warrant that the Equipment is owned by UECK and is tree

and clear of any and all liens and encumbrances prior to the opening date of the

auction.

We appreciate the opportunity to work with you and would like to begin or.r marketing

efforts as soon as possible. Once you have approved these terms, please execute below

and we will irnmediately begin working with you to schedule the successful auction sale

of your Equiprnent.

M. Davis Group i 1 Ì :lû a flr¿rddock ¡ivs. Surte ?tltj i Pinsburijrì.,,¡! 1 5?l$

412.5?'t.5751 ì www.mdavisgroup.com

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 22 of 67
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Should you have any questions, please don't hesitate to call

Sincerely,

Hany Davis

Authorized Representative of M. Davis Group

Uecker & Associates

Title:

Print

M. O.vlB Group i 111ìû S tìr,1ddoçk Àvè. $uite ?0ü i Ëit{sbilrüh, PA lli?18

412.s21.s751 I www.mdûv¡sgroup.com

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Schedule A:

S/S Air-Valve

(2) Milk Transfer l-loses

2007 Acqua Int. Falling Film "Cyclovap Tech" S/S MVR Evaporator, Model CYCLOVAP,

(Designed for 26,000 \bs I 12,056 kg per hr. on Whey * 53 GPM 7-8x Concentration),

Steam Heated, Utilized ISG (Inline Swirl Generation) Technology, Aprox. 86" Dia. Main

Chamber (Calandria) with 675 2" & 8" Tubes x Aprox. 36 ft. H x 8 ft. Wide, withPillar 277

hp / 177.3 kw Turbo compressor / Turbo Fan, Type 40778 KKXGAE 80560, wirh VFD

Controls, Includes S/S Duct Work, (7) Fristam & Other Centrifugal Pumps up to 25hp,

Related APV & other Valves, PSI, Mag & Mass Flow Sensor Transmitters, Temp &

Conductivity Sensors, Related Piping & Fittings & PLC Controls,

4-Tank CIP System, Includes (2) Walker Dome-Top/Cone-Bottom 1,600 Gallon Tanks

Model SSBT S/i$ 530-1520 &,534-1520, Equipped with Inlet and Outlet Air Valves, (2)

Approx 1,500 Gallon Hinge-Top Cone-Bottom, S/S Control Panel with (3) Centrifugal

Pumps

S/S CIP Operators Platform

Fleat Exchanger Skid Equipped with Therma Line Plate Frame with Approx. (56) Plates,

Model T28CH, Secondary Therma Line Heat Exchanger, (3) Online Filters, Wright Flow

Centrifugal Pump

Recirculation Skid Equipped with (4) Centrifugal Pumps, Including (3) AMCO 25 HP &

Wright Flow Pumps, Micromotion Online Flow Meter with Digital Read-Out

Flotronics vertical Filter Tank, Model BFVCES2-31 

, Sn{ 2201 , Equippecl with (4)

Grundfoss Pumps, Water Softning Tanks with Online Filters, (4) Dosing Pumps

Ammonia Refrigeration Department including: (3) Viiter Compressors, Ammonia

Accumulation System, Pumps, Valves & Fittings

(3) Jacketed Silos with Associated Charl Recorders, Control Systems, Valves and Fittings

Centrifugal Pumps with associated valves

Pallet Racks in warehouse, product storage and other areas of the plant

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 24 of 67
EXI{IBIT C

009s89.0024\48 14337. I

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 25 of 67
t

lÞ,

r9,

EXHIBIT C

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 26 of 67
I I

PROPERTY

OVERVIEW

NewmarkKnight Frank

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 27 of 67
Property Overview

Year Built:Address:

Gross Building

Area:

Acres:

Building Details:

1927-2008

615 N. Burnett Road Tipton , CA 93272

t50,929 sf

+3.72 acres (situated on 3 parcels)t5,708 sf office (two stories)t7,590 sf dry storage

3{ock high doors w¡th pit load levelers, pipe bollards, trailerlights, dock locks, brush guards, and dock seals

1- ramped door

*'13,207 Cold Storage (2 rooms)

(not sure cold storage is stillfunctional)

þsnered by 3 ammonia cgmpressors with 95.7 ton capac¡ty

dry fire sprinkler system

T-5 lighting

floor drains

room 1 2: 34'clear height

t12,810 sf F

Food processing rooms have been stripped of all

and plumb¡ngsloped tile f¡oors w¡th dra¡ns

14'clear height

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 28 of 67
Property Assessment 

Positive Attributes. Cold Storage is in relatively high demand in Central California. ( if operable). Good loading dock configuration.

. Good clear height in cold storage. (if operable). Three water wells (approximately 450'-580' deep) on site (if remaining). Ample Plwer original main- 1,600 amps2771480 volt3-phase service. New Service

20084,000 amps 277 1480 volt 3-phase service.

. Natural Gas: The Gas Company

Points of Market Resistance

Plant has been completely stripped out. -Highest and best use

Condition is dry storage. One half o-f brfil¿¡ng is not usable as

. ',. - . Location in Tipton, CA is remote. ' ,:..ii, ,

. Processing area is not connected to city sewer. Processing areas are segregated and ineffìcient.. Parts of the plant are very old. Limited room for expansion.. Plant has been closed for almost two years.. Deed restriction on cheese manufacturing.

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 29 of 67
Executive Summary

Opinion of Value I was involved in the previous sale of the property in November 2015. The sale price of th

$4,000,000. This sale occurred shortly after the previous owner closed its cheese making opegood condition. lncluded in the price was over $1,000,000 of equipment. At the present tim

removed from the building and it is in extremely poor condition. The highest and best use for 

The former processing area has almost no value.

Remaining functional sections are: office area t5,708 sf, dry storage 17,590 sf, cold storage if 

usable square feet is 126,505. Market value for dry storage is $35

and ancillary portions thereto are +24,424 sf. The value of those

$1,100,000.

The remainder of the 

. 

Tota

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 30 of 67
Agent Bio 

Professional BackgroundMr. Audino has been a Senior Vice President at Newmark Grubb Pearson

Commercial since 2013 where he specializes in sales, leasing, acquisition,

disposition and ground-up development of industrial property throughoutthe

Central San Joaquin Valley.

Mr. Audino began his career at CBRE in 1997 aftergraduating from California

State University Fresno with a Bachelor of Science Degree in Real Estate and

Land Use Economics. During Mr. Audino's tenure at CBRE, he maintained the

status of being one of the top producers from 2003 to 2013, and he was

honored as the "Top Producer" for six consecutive years.

Mr. Audino has continued his top performance status at Newmark GrubbPearson Commercial ranking in the "Top Three Producers" overall in 2014 and2015.He was also honored by his peers in 2014 receiving the "Peer Award" in

recognition of maintaining the highest standards of personal

work ethic and individual professionalism.

Professional Affiliations and Accred itatíons

¡ Newmark Grubb Knight Frank-"Top Designation 20ti Rec¡pient of Pearson Realty for 2014U CB Richard Ellis Salesperson2012

2007,2008, 2009,

I Member, Society of lndustrial and Realtors (SIOR)tr Board of Directors - Cen-Cal Small Business Financeü Vice Chair Board of Directors Executive Committee - Fresno I Key Note Speaker lndustrial Specialist, EDC Annual Forecast

2009, 2012,2014, and 2016 I Member, City of Fresno Mayor's Council on lndustrial Development

iJ Member, Economic Development Department's task force on High Speed

Rail Relocations

Lì Advisory Committee City of Clovis Economic DevelopmentStrategy 2014t-l Executive Profile 2016 - The Business Journal, Fresno-Kings-Madera-Tulare

r

NICHOLAS J. AUDINO, S

Senior Vice President

BRE License#01231272

n Contract NegotiationIl Real Asset Repositioning

Education

u Californ¡a State Universit

Bachelor of Science, with a

emphasis in Land Use and 

Estate Economics.

tlIJ¡tr¡¡nn

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 31 of 67
EXHIBIT T)

009589.0024\48 14337. I

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 32 of 67
AGREEMENT FOR DEED IN LIEU OF FORECLOSURE

AND ESCROW INSTRUCTIONS

THIS AGREEMENT FOR DEED IN LIEU OF FORECLOSURE AND ESCROW

INSTRUCTIONS ("Agreement") is made and effective as of this 

- 

day of

2017 by and between Tipton Investment Group, LLC, a California limited liability company

("Lender") and Susan L. Uecker, the Receiver ("Receiver") for Central California Farms, LLC,

a California limited liability company ("Borrower"), with reference to the facts and objectives in

the recitals set forth below.

RECITALS

A. Borrower has executed the following loan documents in favor of Lender

(collectively, the "Loan Documents"):

1. Promissory Note Secured by Deed of Trust in the amount of

$1,500,000.00 dated October 23,2015 attached hereto as Exhibit A ("Note"); and

2, Deed of Trust, Assignment of Leases, Rents and Profits, Security

Agreement and Fixture Filing dated October 25,2015 and recorded on November 4,2015 in the

Oflrcial Records of the Tulare County Recorder as Instrument No. 2015-0066476 ("Deed of

Trust") on certain real property commonly known as 61 5 N. Burnett Road in the City of Tipton,

California, as more particularly described in the attached Exhibit B ("Property"). The Note, the

Deed of Trust and related documents are referred to collectively as the o'Loan Documents."

B. In connection with the Loan Documents, Jakob G. Weststeyn and Gladys Y.

Weststeyn (individually, a "Guarantor" and collectively, the "Guarantors") each executed a

Guaranty (individually, a "Guaranty" and collectively, the "Guaranties") whereby the

Guarantors each guaranteed to Lender and agreed to pay to Lender the full amount of the "Loan"

payable under the Loan Documents. In no event shall the Guaranties be deemed to be included

in the "Loan Documents" as defined and referenced in this Agreement.

C. The beneficial interest under the Deed of Trust was assigned by Mid Valley

Services, Inc. pursuant to a Corporation Assignment of Deed of Trust (the "20L5 Assignment")

dated November 9, 2015 and recorded December 2,2075 in Official Records under Instrument

No. 2015-0071279 to the following (collectively, the "Holder Group"): Slater and Company

401(k) Pension & Profit Sharing Plan, John Slater, Trustee, an undivided 4.000% interest and

Michael G. Hurst and Denise S. Hurst, Trustees of the Michael G. Hurst and Denise S. Hurst

Declaration of Trust Established June27,20ll, an undivided 10.000% interest and Nick M.

Shubin, as Trustee of the Amendment and Restatement of the Nick M. Shubin Revocable Trust,

an undivided 17.000% interest and Lou Telesmanic and Joanne Telesmanic, husband and wife as

joint tenants, an undivided 10.0000/o interest and George H. Lehman, as Trustee of the George H.

Lehman 2003 Trust, an undivided [?] % beneficial interest, an undivided 10.000% interest and

Thomas A. Miller and Judith A. Miller, husband and wife as joint tenants, an undivided 6.667%

interest and George A. Bertolucci and Lori A. Bertolucci, husband and wife as joint tenants, an

undivided 5.667% interest and Pensco Trust Company, Custodian FBO Sudeep Singh IRA, an

undivided 3.333% interest and Sudeep Singh FLLLP, an undivided 10.000% interest and Robert

EXHIBIT D

009 5 89 .0 024\47 7 7 4 49 .3 1

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 33 of 67
E. V/ilson and Jacquelyne E. Wilson, Trustees of the Robert E. Wilson and Jacquelyne E. 'Wilson

Revocable Family Trust, an undivided 10.000% interest and Steve J. Zupanovich and

Katherine A. Zupanovich, Trustees of the Steve J. and Katherine A. Zupanovich Trust, an

undivided 13.333% interest.

D. The beneficial interest under the Deed of Trust was subsequently assigned by the

Holder Group pursuant to an Assignment of Deed of Trust (the "2017 Assignment") dated

August _,2017 and recorded August _,2017 in Official Records under Instrument

No.2017- to Lender (Tipton Investment Group, LLC, a California limited liability

company), the current holder.

E. Pursuant to that certain Order Appointing Receiver and Monitor filed in the

United States District Courl, Northern District of California, San Francisco Division, on

March 29,2017 in the case styled, Securities and Exchange Commission v. San Francisco

Regional Center LLC, et al.,CaseNo. 3:17-CV-00223-RS, pending before the United States

District Court, Northern District of California, Susan L. Uecker was appointed as a Receiver for

Relief Defendant, Central California Farms, LLC, a California limited liability company (the

"Receivership").

F. As of 2017, the amount due under the Note as of the date of

this Agreement, including accrued interest and other amounts due thereunder is approximately

$ (the "Debt").

G. Lender and Receiver believe that the fair market value of the Property is less than

the Debt. To spare the expense of a foreclosure sale of the Property, Receiver desires to transfer

the Property to Lender in lieu of foreclosure and has requested Lender to accept a deed in lieu of

foreclosure. Lender has agreed to accept a deed in lieu of foreclosure with respect to the

Property, subject to the terms and conditions set forth in this Agreement.

H. In addition to the foregoing, subject to the full satisfaction of all the terms and

conditions set forth in this Agreement, the parties hereto wish to settle, dismiss, covenant not to

sue, and release one another in full of certain claims and obligations arising out of or related to

the Loan Documents.

AGREEMENT

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, the parties hereto agree as set forth below.

1. Court Approval. This Agreement shall be subject to Court approval by the

Court with jurisdiction over the Receivership. The Receiver shall file a motion requesting the

entry of an order approving this Agreement as soon as practicable.

2. Conveyance of Property. Subject to the full satisfaction on the Closing Date (as

defined below) of the conditions set forth in Section 5 below, Borrower agrees to grant, convey

and transfer to Lender and Lender agrees to accept, fee simple title to the Property,by a grarÍ"

deed in Escrow Holder's (as defined below) standard form, with the information and an

attachment as set forth in the attached Exhibit C (collectively, the "Grant Deed"). Such

009 5 89.0 024\47 7 7 4 49 .3 2

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 34 of 67
transfer of the Property shall include an absolute assignment by Receiver to Lender, effective as

of the Closing, of all right, title and interest in and to any and all documents and other rights

relating to the Property, including, but not limited to, any leases and rental agreements,

construction, architect's or other agreements, maps, warranties and indemnities, surveys, permits,

deposits, insurance policy premiums, rebates, environmental reports, civil and soil engineering

reports, rights of entitlement from government agencies, site plans, plans and specifications

relating to improvements thereon (whether constructed or not) and all other plans, reports, and

other work relating to the Property (collectively, the "Documents"), to be delivered to Lender as

provided below. The Documents shall be assigned by Receiver to Lender pursuant to that certain

Assignment of Property Documents and Rights in the form attached as Exhibit D ("Assignment

of Property Documents and Rights"). In addition to the other consideration referenced in this

Agreement, Lender and Receiver acknowledge and agree that, subject to the full satisfaction of

the conditions set forth in Section 5 of this Agreement on or before the Closing Date as provided

herein, Lender has agreed to accept Receiver's conveyance of the Property and the Documents in

full, final and complete settlement of the Debt as to Borrower.

3. Escrow. Within two (2) business days after the entry of an order approving this

Agreement, Lender shall open an escrow (the "Escrow") with

(the "Escrow Holder") by delivering a fully executed copy of this Agreement to the Escrow

Holder. Escrow Holder's General Provisions are set forth in Exhibit E. The Escrow shall be

deemed opened upon execution by the Escrow Holder of the "Consent of Escrow Holder" set

forlh at the end of this Agreement. This Agreement shall constitute joint escrow instructions to

the Escrow Holder in connection with the Escrow. The costs and expenses of the Escrow

(including Escrow Holders fees and charges, recording charges, and any documentary transfer

taxes due, shall be shared equally by Lender and Receiver. Lender and Receiver hereby agree to

execute such additional instructions and documents not inconsistent with this Agreement as may

be reasonably required by the Escrow Holder to consummate the transactions contemplated

herein.

4. Closing Date. The Escrow shall close (the "Closing") as soon as possible after

the satisfaction of all the conditions contained in this Agreement, but in no event later than

2017 (the "Closing Date"). The parties acknowledge and agree that time is

of the essence and if such Closing cannot be effected by the Closing Date, for any reason, then at

the election of either party, the Escrow shall be canceled and all documents shall be returned to

the party entitled to possession of same should the Escrow not have been opened and Escrow

Holder shall have no further obligations hereunder. In such event, Receiver and Lender shall

share equally all costs associated with the cancellation of the Escrow. In no event shall the

Escrow be extended, except upon the express written authorization of Lender and Receiver.

5. Deliveries into Escrow. Receiver shall deliver or cause to be delivered to

Escrow Holder, prior to the Closing Date: (i) order approving this Agreement; (ii) the Grant

Deed executed and acknowledged by Borrower; (iii) a Certificate of Non-Foreign Status in

conformance with California and federal law, (iv) all of the Documents; (v) the Assignment of

Property Documents and Rights executed by Receiver; and (vi) immediately available funds in

an amount sufficient to pay Receiver's share of Escrow Holder's costs hereunder. Lender shall

have deposited immediately available funds in an amount suffrcient to pay all amounts due from

Lender hereunder for Lender's share of Escrow Holder's fees and costs, the premium for the

â

0 09 s 89 .0024\47 7 7 4 49 .3 J

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 35 of 67
Title Policy (as defined below) and the amount due to the Lender under the Deed of Trust, and

documents sufficient to rescind the Notices of Default.

\

6. Conditions Precedent to Closing. The following shall constitute conditions to

the Closing:

(a) Receiver and Lender shall have delivered all of the items set forth

in Section 4;

(b) The Receiver shall have obtained an order of the United States

District Court of the Northern District of California in the Securities and Exchange Commission

v, San Francisco Regional Center LLC, et al.,CaseNo.3:17-CV-00223-RS authorizing and

approving this Agreement;

(c) Insurer") shall be

unconditionally committed to issue a binder for an American Land Title Association ("ALTA")

Owner's Policy of Title Insurance in a liability amount equal to $- (the

o'Title Policy"), or such other form of insurance or binder, as may be acceptable to Lender, at

Lender's election, showing title to the Property vested in Lender, or its nominee in fee, free and

clear of all encumbrances, liens, charges and claims, except those matters described in Exhibit G

("Approved Exceptions"), and no others except as may be expressly agreed to in writing by

Lender; and

(d) No material adverse change shall have occuned with respect to the

Property

7. Escrow Instructions. Escrow Holder is hereby authorized to record the Grant

Deed in the Official Records of Tulare County, when and only when each of the following

conditions have been satisfied:

(a) Escrow Holder has received all of the deliveries referred in

Section 4 above,

(b) The conditions precedent set forth in Section 5 of this Agreement

has been satisfied by Borrower or waived by Lender; and

(c) Escrow Holder holds (or has obtained a commitment with respect

to) the Title Policy.

8. Actions Upon Closing. Upon the Closing, the Escrow Holder shall:

(a) Deliver a conformed copy of the Grant Deed to Lender and to

Borrower;

(b) Deliver or cause to be delivered to Lender the original of the Title

Policy;

(c) Deliver the original Certificate of Non-Foreign Status to Lender;

0 09 s 89.0024\47',1 7 4 49.3 4

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 36 of 67
(d) Deliver the Documents to Lender; and

(e) Deliver the original Assignment of Property Documents and Rights

to Lender

9, New Agreements. Receiver shall not, from and after the date of this Agreement,

amend or terminate any Document, enter into any sales agreements, leases, contracts or other

agreements materially affecting the Property, or create or cause any additional exception to title

to the Property to exist subsequent to its execution of this Agreement without first obtaining the

prior written consent of Lender, which consent Lender shall not unreasonably withhold, delay or

condition.

10. Incidental Expenses. Lender and Receiver shall each pay their own incidental

expenses (including attorneys' fees) incurred in connection with the transaction contemplated

hereby.

11. Vacation of Property. Receiver shall vacate the Property on or before the

Closing Date and shall deliver all keys, and security devices to Lender immediately upon the

Closing.

12. Expenses Relating to the Property. Prior to the Closing, Receiver shall not

cancel any utilities servicing the Property and shall coordinate with Lender with respect to the

transfer of any utilities serving the Property to the name of Lender. Receiver shall pay all

utilities with respect to the Property relating to the period preceding the transfer of the Property.

Receiver shall have no responsibility for the payment of any expenses relating to the Property

accruing on or after the transfer of the Property, except with respect to claims or expenses arising

under any indemnification obligations under this Agreement.

13. Taxes and Assessments. As of the Closing, Lender shall be responsible for the

payment of all real property taxes and assessments relating to the Property, whether due before

or after the Closing.

14. Insurance. Receiver shall not cause the insurance with respect to the Property to

be canceled prior to the Closing.

15. Release and IndemnifÏcation

(a) Mutual Release and Covenant Not to Sue. Subject to the

satisfaction of the conditions set forth in Section 5 as provided therein, and except as to the

rights and obligations arising under or in connection with this Agreement, Lender unilaterally

and bilaterally forever releases, discharges, and covenants not to sue Receiver and Borrower

and/or its respective agents, insurers, servants, partners, officers, directors, shareholders,

employees, predecessors and assigns and assignors, jointly and severally, and Receiver and

Borrower unilaterally and bilaterally forever teleases, discharges, and covenants not to sue

Lender and/or its agents, insurers, servants, offtcers, directors, shareholders, employees,

predecessors and assigns and assignors, jointly and severally, from any and all claims, demands,

controversies, actions, causes ofactions, obligations, liability, costs, expenses, attorneys' fees

and damages of whatsoever character, nature or kind, in law or in equity, which arise from or are

0 09 s 89 .002 4\47 7 7 4 49.3 5

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 37 of 67
related to the Loan Documents (collectively the "Released Claims"); provided, however,that

(i) nothing contained in this Agreement shall be deemed to be a release of the lien of the Deed of

Trust or the obligations secured thereby and (ii) nothing contained in this Agreement shall be

deemed to release the Guarantors from any liability under the Guaranties.

(b) Waiver of Civil Code Section 1542. It is the intention of the

parties hereto that the foregoing release shall be effective so as to bar all claims, demands,

controversies, actions, causes ofaction, obligations, liabilities, costs, expenses, attorneys'fees

and damages of whatsoever character, nature and kind, known or unknown, suspected or

unsuspected, which arise from or are. related or unrelated to the Released Claims, and the parties

hereto expressly acknowledge and waive any and all rights and benefits conferred upon them by

the provisions of Section 1542 of the Cal. Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

V/HICH THE CREDITOR DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING

THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE,

MATERIALLY AFFECTED IRS SETTLEMENT V/ITH THE

DEBTOR.

The parties hereto acknowledge the foregoing waiver of the provisions of Section 1542 of

the Cal. Civil Code was separately bargained for; they expressly consent that this Agreement

shall be given full force and effect in accordance with each and all of its express terms and

provisions, including those terms and provisions relating to unknown and unsuspected claims,

demands and causes of action, if any, to the same effect as those terms and provisions relating to

any other claims, demands and causes of action hereinabove specified.

(c) Representationsand'warrantiesandMutuallndemnifÏcation.

Subject to the satisfaction ofthe õonditions set forth in Section 5 above, each party hereto

mutually represents and warrants as of the date of this Agreement (a) to the actual knowledge of

each party, no other entity or person has any right, title or interest whatsoever in the Released

Claims and (b) that there has been no assignment, transfer, conveyance or other disposition by

the parties to this Agreement of any of the Released Claims. Each party hereto acknowledges

that the other has relied and are relying upon such representations and warranties in entering into

this Agreement.

(d) Additional Representations. This Agreement represents a

settlement of doubtful and disputed claims between the parties hereto and does not constitute any

admission of liability by either party to the other party to this Agreement hereby expressly denies

any liability to, the other party.

16. Unconditional and Absolute Transfer. The grant, assignment, conveyance and

transfer of the Property and the Documents as provided herein shall be unconditional and

absolute and Borrower shall not have (and does not reserve) any right, title or interest of any kind

whatsoever in or to any part of the Property and the Documents. Borrower hereby forever

waives and releases any and all rights of redemption and other rights, if any, which it might have

or have had in connection with the Property, whether arising from the grant, assignment,

009 s 89 .002 4\47'.| 7 4 49 .3 6

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 38 of 67
conveyance and transfer ofthe Property described herein, or arising from any foreclosure sale

which Lender might have elected to hold or may hereinafter hold pursuant to the Deed of Trust.

Lender does not assume, directly or indirectly, aîy liability, obligation, duty or responsibility

whatsoever for the payment, discharge or other resolution of any liability, obligation,

indebtedness, lien, security interest, encumbrance, claim or other problem, condition or matter

which has been or may hereafter be created or assumed by Borrower, anyone associated with

Borrower or any of Borrower's predecessors in interest or which may otherwise presently exist

with respect to the Documents or the Property. Lender may at any time sell, transfer, lease,

assign or abandon the Property and may take or omit to take any action which Lender in its

discretion may deem to be in its best interest without regard to Borrower or any other person, and

Borrower shall have no right, title or interest in or to any portion of any consideration received

by Lender in connection with any such sale, transfer, lease, assignment or abandonment of the

Property or the Documents,

17, Right to Reconvey. Lender, in its sole discretion, may effect a reconveyance of

the Property granted pursuant to the Deed of Trust, by releasing the Property from the

obligations of the Deed of Trust. Lender shall be entitled to effect such reconveyance without

the consent of or notice to the Borrower or any of the parties consenting to this Agreement.

18. No Merger. It is the intent of the parties that upon execution, delivery and

recordation of the Grant Deed and the consummation of the transaction contemplated by this

Agreement, the Grant Deed shall not merge with the Deed of Trust, and that Lender and its

successors and assigns, shall continue to enjoy all rights and remedies set forth in the Deed of

Trust, including the right to foreclose either by judicial action or under the power of sale

contained in the Deed of Trust.

19. Miscellaneous.

19.1 Notices. Any notice to be given or other document to be delivered by any

party to the other or others hereunder, may be delivered in person to an officer of any party, or

may be deposited in the United States mail, duly certified or registered, return receipt requested,

with postage prepaid, or by Federal Express or other similar overnight delivery service, and

addressed to the party for whom intended, as follows:

To Lender:

With a copy to:

009 5 89 .0 024\47 7 7 4 49.3 7

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 39 of 67
To Receiver: Susan L. Uecker

Receiver for Central California Farms, LLC

1613 Lyon Street, Suite A

San Francisco, CA 94II5

With a copy to: Wendel, Rosen, Black & Dean LLP

1 1 1 1 Broadway, 24th Floor

Oakland, CA 94607

Attn: Elizabeth Berke-Dreyfuss, Esq

To Escrow Agent:

Any party hereto may from time to time, by written notice to the other, designate a different

address which shall be substituted for the one above specified. Unless otherwise specifically

provided for herein, all notices, payments, demands or other communications given hereunder

shall be in writing and shall be deemed to have been duly given and received (i) upon personal

delivery, or (ii) as of the third business day after mailing by United States registered or certified

mail, return receipt requested, postage prepaid, addressed as set forth above, or (iii) the

immediately succeeding Business Day after deposit with Federal Express or other similar

overnight delivery system.

19.2 Survival. All covenants, representations, warranties and other agreements

under this Agreement to be performed or relating to the period shall survive the consummation

of this transaction upon the Closing.

19.3 Counterparts. This Agreement may be executed in two or more

counterparts, each of which shall be an original, but all of which shall constitute one and the

same instrument.

19,4 Attorneys' Fees. Should any party hereto reasonably retain counsel for

the purpose ofenforcing or preventing the breach ofany provision hereofincluding, but not

limited to, instituting any action or proceeding to enforce any provisions hereof for damages by

reason ofany alleged breach ofany provisions hereof, for a declaration ofsuch party's rights or

obligations hereunder or for any other judicial remedy, then, if said matter is settled by judicial

determination (which term includes arbitration judicially affirmed), the prevailing party shall be

entitled, in addition to such other relief as granted, to be reimbursed by the losing party for all

costs and expenses incurred thereby, including, but not limited to, reasonable attorneys' fees and

costs for the services rendered to such prevailing parry.

19.5 Further Assurances. The parties hereto hereby agree to execute such

other documents and to take such other action as may be reasonably necessary to further the

pu{poses of this Agreement.

0 09 s 89 .002 4\47 7 7 4 49 .3 I

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 40 of 67
19.6 Time of Essence. Time is expressly declared to be of the essence in this

Agreement and of every provision hereof in which time is an element.

19.7 Governing Law. This Agreement has been negotiated and entered into in

the State of California, and shall be governed by, construed and enforced in accordance with the

internal laws of the State of California, applied to contracts made in California by California

domiciliaries to be wholly performed in California.

19.8 Benefit and Burden. This Agreement shall be binding upon and inure to

the benefit ofthe parties hereto and their respective heirs, representatives, successors and

assigns.

L9.9 'Waiver and Amendment. No breach of any provision hereof can be

waived unless in writing. Waiver of any one breach of any provision hereof shall not be deemed

to be a waiver of any other breach of the same or any other provision hereof. This Agreement

may be amended only by a written agreement executed by the parties in interest at the time of the

modihcation.

19.10 Captions and Interpretations. Titles or captions contained herein are

inserted as a matter of convenience and for reference, and in no way define, limit, extend or

describe the scope of this Agreement or any provision hereof. No provision in this Agreement is

to be interpreted for or against either party because that party or his legal representative drafted

such provision.

19.11 Authority. Any corporation signing this Agreement represents and

warrants that this Agreement is executed with the authority of the Board of Directors of said

corporation. Each individual executing this Agreement on behalf of an entity represents and

warrants: (i) he or she is duly authorizedto execute and deliver this Agreement on behalf of the

entity in accordance with its governing documents; (ii) this Agreement is binding upon such

entity in accordance with the terms hereof; (iii) such entity is a duly organized and legally

existing entity, in good standing under the laws of the state where it was organized, and if

different from the state where the Property are located, is duly qualified to conduct business in

such state, and is in good standing under the laws of the state where the Property is located; and

(iv) the execution and delivery of this Agreement will not result in any breach of or constitute a

default under any mortgage, deed of trust, lease, loan, credit agreement, partnership agreement or

other contract or instrument to which such entity is a party or by which such entity may be

bound. All individuals signing this Agreement each represents and warrants that it has the

requisite power and authority to execute this Agreement on its own behalf and that no other

individual must execute this Agreement in order for each such individual party to be bound

hereby.

19,12 Integration. This Agreement constitutes the entire, final and integrated

agreement between the parties hereto pertaining to the subject matter hereof, fully supersedes

any and all prior understandings, representations, warranties and agreements between the parties

hereto, or any of them, pertaining to the subject matter hereof, and may be modified only by

written agreement signed by all of the parties hereto.

009 s 89 .0024\47't 7 4 49 .3 9

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 41 of 67
19.13 Severance. If any provision of this Agreement is determined by a court of

competent jurisdiction to be illegal, invalid or unenforceable, such provision will be deemed to

be severed and deleted from the agreement as a whole and neither such. provision, nor its

severance and deletion shall in any way affect the validity of the remaining provisions of this

Agreement.

19.14 Independent Advice of Counsel. The parties hereto and each of them,

represent and declare that in executing this Agreement they rely solely. upon their own

judgment, belief and knowledge, and the advice and recommendations of their own

independently selected counsel, concerning the nature, extent and duration oftheir rights and

claims, and that they have not been influenced to any extent whatsoever in executing the same by

any of the parties hereto or by any person representing them, or any of them.

19.15 Voluntary Agreement. The parties hereto, and each of them, further

represent and declare that they have carefully read this Agreement and know the contents

thereof, and that they sign the same freely and voluntarily.

19.16 Recitals and Exhibits. The recitals at the beginning of this Agreement

and the exhibits referenced in and attached to this Agreement are incorporated in and made apart

of this Agreement.

ISIGNATURES ON FOLLOWING PAGEI

009 s 89 .0024\47 7 7 4 49.3 10

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 42 of 67
IN WITNESS WHEREOF, the parties hereby have executed this Agreement as of the

date and year set forth above.

Lender: Borrower:

Tipton Investment Group, LLC, a California

limited liability company

By:

Name

Title:

By

Name:

Title

Susan L. Uecker, Receiver for Central

Farms, LLC in the case of Securities and

Exchange Commission vs San Francisco

Regional Center, LLC, et.al. (Case

No. 3:17-CY-00223-RS in the United

States District Court, Northern District of

California)

By:

ACCEPTANCE OF ESCROW HOLDER

By executing this Acceptance of Escrow Holder, by its duly

authorized offrcer(s), hereby agrees to accept the foregoing Agreement as supplemental escrow

instructions with respect to the Escrow described therein and to be bound by such Agreement in

the performance of its duties as Escrow Holder hereunder.

By:

Name:

Title

Date:

009 s 89 .0024\47 7 7 449 .3 11

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 43 of 67
Exhibit A

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F

LIST OF EXHIBITS

Promissory Note

Deed of Trust

Grant Deed Attachment

Assignment of Property Documents and Rights

General Provisions

Approved Exceptions

009 s 89 .0024\47 7 7 4 49 .3 t2

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 44 of 67
EXHIBIT A

Promissory Note

[To Be Attached]

009 s 89.0024\47 7 7 449.3 1

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 45 of 67
EXHIBIT B

Description of the Property

[To Be Attached]

009589 .0024\4777 449 .3 1

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 46 of 67
EXHIBIT C

Grant Deed Attachment

The property subject to this Grant Deed is described as follows:

[Legal Description]

BY EXECUTING THIS EXHIBIT A, GRANTOR AND GRANTEE ACKNOV/LEDGE AND

AGREE THAT THIS DEED IS FREELY AND FAIRLY MADE AND IS AN ABSOLUTE

CONVEYANCE, THE GRANTOR HAVING SOLD SAD) PROPERTY TO THE GRANTEE

FOR A FAIR AND ADEQUATE CONSIDERATION, SUCH CONSIDERATION, IN

ADDITION TO THAT ABOVE RECITED, BEING THE RELEASE OF GRANTOR FROM

PERSONAL LIABILITY V/ITH RESPECT TO CERTAIN OBLIGATIONS SECURED BY

THE DEED OF TRUST V/HEREIN GRANTOR (OR GRANTOR'S PREDECESSOR) WAS

TRUSTOR AND GRANTEE (OR GRANTEE'S PREDECESSOR) V/AS BENEFICIARY,

DATED OCTOBER 23,2015 AND RECORDED NOVEMBER 4, 2015 AS INSTRUMENT

NO. 2015-0066476IN THE OFFICIAL RECORDS OF TULARE COUNTY ("DEED OF

TRUST").

GRANTOR: GRANTEE

By:

Susan L. Uecker, Receiver for Central

Farms, LLC in the case of Securities and

Exchange Commission vs San Francisco

Regional Center, LLC, et.al. (Case

No. 3:17-CV-00223-RS in the United

States District Court, Northern District of

California)

By

Name:

Title

By

Name:

Ti*lo.

THE FOLLOWING INFORMATION SHALL BE INCLUDED BY ESCROV/ HOLDER ON

THE FACE OF THE GRANT DEED:

THE GRANTEE HEREIN V/AS THE BENEFICIARY,

THE AMOLTNT OF THE LTNPAID PRINCIPAL WAS $_.

THE AMOLINT PAID BY GRANTEE WAS $0.

THE DOCUMENTARY TRANSFER TAX WAS $0.

009 5 89.0024\47 7 7 4 49.3 1

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 47 of 67
EXHIBIT D

ASSIGNMENT OF PROPERTY DOCUMENTS AND RIGHTS

This ASSIGNMENT OF PROPERTY DOCUMENTS AND RIGHTS ("Assignment") is

executed this day of by and between

("Assignor"), and

forth below.

("Assignee"), with reference to the facts set

RECITALS

A. Assignor has conveyed to Assignee the real property and the improvements

located thereon more particularly described on Schedule 1 attached hereto and by this reference

made aparthereof (the "Property") of even date herewith.

B. In connection with the conveyance of the Property, Assignor and Assignee intend

that all of Assignor's right, title and interest in, under and to any and all documents and other

rights relating to the Property, including, but not limited to, all leases and rental agreements,

construction, architect's or other agreements, warranties and indemnities, maps, surveys, permits,

deposits,' insurance policy premiums, rebates, environmental reports, civil and soil engineering

repofts, rights of entitlement from government agencies, site plans, plans and specifications

relating to improvements on the Property (whether constructed or not) and all other plans,

reports, and other work relating to the Property ("Property Documents and Rights") to be

assigned and transferred to Assignee pursuant to the terms and conditions set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties agree as set forth below.

1. Assignment of Property Documents and Rights. Assignor hereby absolutely

and unconditionally assigns, conveys, transfers and sets over unto Assignee any and all of

Assignor's right, title and interest in, under and to the Property Documents and Rights. Assignee

by its execution of this Agreement accepts the assignment of the Property Documents and

Rights; provided, however, that Assignee does not assume, directly or indirectlY, anY liability,

obligation, duty or responsibility whatsoever for the payment, discharge or other resolution of

any liability, obligation, indebtedness, lien, security interest, encumbrance, claim or other

problem, condition or matter, which may exist with respect to the Property Documents and

Rights relating to the period prior to the date hereof

2, Further Assurances. Assignor agrees to execute such additional documents and

perform such additional acts as may be necessary to effectuate the assignment of the Property

Documents and Rights as contemplated under this Agreement, provided that Assignor shall be at

no cost or expense with respect to such matters.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the

benefit ofthe successors, assigns, personal representatives, heirs and legatees ofthe respective

parties hereto.

009589 .0024\477'7 449 .3 1

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 48 of 67
4. Governing Law. This Assignment shall be construed under and enforced in

accordance with the laws of the State of California.

5. Expenses of Enforcement. In the event of the bringing of any action or suit by a

party hereto against the other for reason ofany breach ofany ofthe covenants, conditions,

agreements or provisions on the part of the other party arising out of this Assignment, the

prevailing party under such action or suit shall be entitled to have and recover from the other

party all costs and expenses incurred therein, including reasonable attorneys' fees.

6. Counterparts. This Assignment may be executed in two or more counterparts,

each of which shall be an original, but all of which shall constitute one and the same instrument.

7. Severance. If any provision of this Assignment is determined by a court of

competent jurisdiction to be illegal, invalid or unenforceable, such provision will be deemed to

be severed and deleted from the Assignment as a whole and neither such provision, nor its

severance and deletion shall in any way affect the validity of the remaining provisions of this

Assignment.

8. Integration. This Assignment constitutes the entire, final and integrated

agreement between the parties hereto pertaining to the subject matter hereof, fully supersedes

any and all prior understandings, representations, warranties and agreements between the parties

hereto, or any of them pertaining to the subject matter hereof, except with respect to that certain

Agreement for Deed in Lieu of Foreclosure and Escrow Instructions dated

by and between Assignor and Assignee, pursuant to which Assignee acquired the Property. This

Assignment may be modified only by written agreement signed by all of the parties hereto.

IN V/ITNE,SS WHEREOF, the parties hereto have executed this Assignment as of the

date set forth above.

ASSIGNOR: ASSIGNEE:

B B

Susan L. Uecker, Receiver for Central

Farms, LLC in the case of Securities and

Exchange Commission vs San Francisco

Regional Center, LLC, et.al. (Case

No. 3: L7-CY-00223-RS in the United

States District Court, Northern District of

California)

Name

Title:

By:

Name

Title:

009 5 &9.0024\47 7 7 449.3 2

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 49 of 67
EXHIBIT E

General Provisions

[To Be Attached]

1 009 5 89.0 024\47 7',| 4 49 .3

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 50 of 67
EXHIBIT F

Approved Exceptions

[To Be Attached]

1 0 09 5 89.0 024\4',1 7 7 4 49.3

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 51 of 67
EXHIBIT E

009589.0024\48 14337. 1

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 52 of 67
Broker Opinion Of Value

Prepared for:

Retail Cer¡ter

800-900 Market Street

Oak[and, CA 94607-3'! f 6

Prepared by:

AILEEN DOLBY

Executive Vice President

DrR +1 510 433 5815

aileen.dolby@colliers.com

1999 Harrison Street

Suite 1750

Oakland, C494612

Receiver:

$usan Uecker

{Jecker & Associates

May 30, 2017

REESA TANSEY

Senior Associate

DrR +1 510 433 5808

Reesa.tansey@colliers.com

1999 Harrison Street

Suite 1750

Oakland, CA 94612

EXHIBIT E

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 53 of 67
3

t¡¡

ú,

t¡¡

o

lÉ,

]t!

fL

o

ú.

0-

Broker Opinion of Value

fì0ü Market $itreet, Oakland, t,rl.94.607

EXECUTIVE SUMMARY

800 - 900 Market Street is a neglected single story 1980's retail

center off of a major freeway and at the gateway to Jack London

Square and the Port Of Oakland. There is also a separate parcel

that has a long term ground lease with McDonalds Corporat¡on and

a condominium ownership in an adjacent parcel. The other

condominium ¡nterest owned by a different entity is a senior

housing project. There are several easements for pedestrian and

automobile access and utilities.

This project is located in an underserved area abutting low income

and senior housing. While it could be rented as low end retail

space, its highest and best use would be a mixed use project

including senior/ low income housing and amenity oriented retail.

There is a deed restriction requiring a grocery store so that would

have to be part of any development.

Value Abstract: The highest value will be obta¡ned by making

housing the main component in the redevelopment of this site. As

with any development, the entitlement process would take years

and the value of a development site that ls unentitled is reduced

by about 30 percent

The McDonald's drive thru has a lease thru 2030 at a fixed rate.

The condominium is vacant land that can be leased as long as it

adheres to the CC&R's as a retail pad, developed as a NNN

¡nvestment or sold separately.

Overall, the site is a generous 5.16 acres which is rare in an urban

area.

{ìtrengths:

> Good location adjacent to Highway l-880/Bay Bridge

> Ample acr:es and favorable zoning

> Strong residential markeVincentives for senior

and low income housing

> Strong city backing for a mixed use project

ühallençes:

> Deed restriction requiring a grocery store

> Current building is dated and does not meet code

>

> Unforeseenentitlementchallenges

deterring development

üurrent Market Rents: Þ $0.85 to $'1.25 NNN

COLLIERS INVESTMENT RATING

(Outlook for value appreciation)

1: Strong 2: Pos¡tive 3: Stat¡c 4: Weak 5: Poor

3.5

Statlc

(!,

T

o

f

I

F

É

ut

o

&

0-

Product Type:

RBA:

Land Area:

FAR/Parking:

Construction:

Stories:

Zoning:

APN:

RetailCenter

*58,544 SF

+5 /acre

26%

Wood frame

I

cc-1

001 -0228-009

Separate parcel of 7,200

leased to McDonald's drive

thru.

A condominium ownership of

vacant land on 2.2 acre

parcel; other condominium

ownership is a senior housing

oroiect

APN: 001-0228-006

APN: 001 -0228-010

PROPERTY CHARACTERISTICS

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 54 of 67
z

q

&

À

o

ô,6

#)û

o

-¡- F

lÅ¡

=

lnçonre Âp¡lroech -Cap Rate on Ret¿ril [..e.:ses

$aie ür:mparillrle Appreiach - Retail Çenters

l-anrJ Val¡.rc¡ A¡:proached *" Retail, Senir¡rilc¡w

lncome resiclential rievelopment iåssum¡ng

time to çJût ontitlomonts before closing

OPINION OF VALUE APN:001-0228-010

$7,000,000

$2,'r00.000

$1,300,000

Total Value $10,400,00

|dr:ts: The value of the shopping center has been reduced by $1 ,000,000 because of the deed restriction requiring a

grocery store. The properties should be sold together as it is valuable to have the McDonalds' income while stabilizing

the retail center and to offset the carrying cost of the vacant condominium land.

COLLIERS INVESTMENT RATING

Neighborhood retail center with low occupancy and a poor tenant mix that does not help this underserved community.

It also is located in a dense urban environment and does not take advantage of the 5 acres site and 75 foot height

allowance.

LocATtO!\¡ st¡[MafrARY

The retail center is located outside of the business district and adjacent to low income and senior housing. There is constant

vehicle traffÌc accessing a major freeway system and the industrial area of the Port of Oakland

Broker Opinion of Value

80û Market $treet, Ömkland, t,S 94607

VALUE METHODS

OPINION OF VALUE APN:001-0228-009

Åssuming .:ll cash offer

OPINION OF VALUE APN:001-0228-006

Location Function

Amenities (din¡ng, entertainment, cultural, sports)

Labor Pool (e<Jucaiion, abundance)

Transportation (easy access to freeways and public lransit)

Visibility (quality and identity)

Housing (availability for workers and customers)

Busi ness Ënvironm ent (supportive, cost effective)

AbsorptionA/acancy (vacancy rate vs. norm)

Demand Drivers (strength and cliversity)

Conservative

$6,881,392

$6,253,615

$12,400,000

Probaþle

$8,073,'183

$8,065,410

$r 3,000,000

Page 2 of 7

Optimistic

$9,662,235

$12,215,000

$14,500,000

Lm*:atü*n Rating (averagc sco¡Ð ¿ocafion Anatysis Rating: 1 (Strang) 2 (Positive) 3 (Static) 4 (Weak) 5 (Poor)

$UBffi ARKET SI.}[!T{V'!I\RY

Retail in this area caters to commuters with drive through food chains and a convenience store. A gas station would

complement what is currently there. lts tenants also provide services such as check cashing, WICK, grocery stables

and inexpensive clothing to the low income and senior residents that are within walking distance. A 5 acre site in this

urban infill area is unique and if density through a mixed use project could be achieved it would greatly increase the

value and help the neighborho od and its residents.

Siz* of Submarket (established vs. new or small)

POSitiOn in Submarket (quality of buildins vs. competit¡on)

Barriers to Ëntry (high BTE's support value)

$u&¡rn*nkgt Ratíng (average score) Submarket Dynamics Rating: 1 (Strong) 2 (Positive) 3 (Static) 4 (VVeak) 5 (Poor)

THIS lS NOT AN APPRAISAL: This Real Estate Broke¡'s Op¡nion of Value is intended for the sole and exclus¡vê use of Seller, LLC ("the Client") and may not be relied upon any

3

4

4

2

3

4

4

4

2

4

4

3

of Value to the extent that such facts, circumstances or market conditions subsequently change.

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 55 of 67
Broker Opinion of Value

8CI* Markei $ireet, Oakiand, Ci\ i)4$ü7

Page 3 of 7

! F¡VË$Tru'I EN¡T SI.J lt$ AíARY

Can be leased at below market rents but always hovering around 70% leased. With capital outlay, rents could be

pushed by 20o/o and possibly it could attract a service oriented outlet tenant in the grocery, general merchandise or

credit industry.

Current NOI lretative to Market, below ¡s good)

Stabilized NOI (sustainable vs. unstable)

Tenant Mix/Profile (minimal roll and strong tenants)

Cap Ex Needs (ittle vs. substantial deferred maintenance)

Expenses (relative to benchmarks for similar properties)

Yield Profile (sustainability of future income and returns)

*nvestry¡ent Rafíng (average scnre) /nvesfment Prof¡le Rat¡ng: 1 (Strong) 2 (Positive) 3 (Stat¡c) 4 Weak) 5 (Poor)

Methodology: The rating system uses the following criteria to evaluate each component of the property: 1 - Strong,

2-Positive,3-Static,4-Weak,5-Poor.TheBOVratingsarebasedonthebroker'sknowledgeand

understanding of that component as it relates to the competitive product in the market. These ratings are then

translated into an average score for each section and an overall score to "grade" the property in terms of the outlook

for its investment profile with minimal additional investment.

The grading scale is as follows: '1 - Strong (highly likely to increase), 2 - Positive (likely to maintain/improve

marginally), 3 - Static (should maintain value if key components are not compromised, 4 - Weak (likely to sustain

value deterioration, 5 - Poor (continued value deterioration is certain).

THIS lS NOT AN APPRAISAL: This Real Estate Brokefs Opinion of Value is ¡ntended for the sole and 6xclusivê usê of Seller, LLC ("the Clisnt') and mây not bô rêlied upon any

5

4

4

4

1

5

COLLITERS INVESTM,ENT RATING (Cornbìned Avortage Score) STATIC -

of Value to the extent thåt such facts, ciremstanæs or mârket conditions subsequently chango.

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 56 of 67
Broker Opinion of Value

Si)ü Mark*t $treet, $nklanct, ül\ {ì}4$07

Page 4 af 7

INCOME APPROACH TO VALUE

The lncome Approach to Value is based on the present value of future benefits of ownership. This is a snapshot of

income today if the space were 100 percent leased at market rents with tenant improvement dollars provided and

commissions paid. The cap rate is a reflection of the location and quality of the tenants that would lease space.

The Stabilized Proforma below assumes a full leased center with a rental rate of $12.00 per square foot with $20.00

per square foot spent on the interior spaces, storefront signage and project directories and lighting.

lf you capitalize current income from the 80 percent occupied center with no grocery store at a 7 percent cap rate, the

center is worth approximately $7,772,229.

Unfortunately, a grocery store actually reduces the stabilized value and the current income value as a grocery store

would pay less than $12.00 per square foot, require up to $50.00 per square foot in improvement dollars and trigger

code upgrades over the whole project.

As stated earlier, the grocery store is a deed restriction and the City of Oakland has shown no flexibility on waiving it.

They currently are asking for $500,000.00 in damages because there is not a grocery store in place as per an

agreement entered into in December of 2014.

THIS lS NOT AN APPRAISAL: This Real Estate Brokê/s Opinion of Value is ¡ntended for the sole and exclusiv€ use of Seller, LLC ("the Cl¡ent") and may not be rel¡ed upon âny

Free Rent N/C

Paid for by Tenant

Gross Scheduled

lncome

- Vacancy

Effective Rental lncome

Other lncome &

"on""""::n", "., ,, i¡i

Operating Expenses

Pricing Matrix

Low Cap

High Cap

Average Market Value

6%

8%

7%

Returns

Amount

$702,528.00

$ 35,126.40

$667,401.00

$/sF

$r 2.00

SF

100% 58,544

s%

$1 90.00

$142.00

$r 63.00

$1 r ,1 23,360,00

$ 8,342,520.00

$ 9,534,308.00

Less Tl / Leasing

Probable Value

$1,461 ,125.00

$8,073,1 83.00 $1 38.00

over

project

$5.00psf Commission

STABILIZED PROFORMA

of Value to the extent that such facts, circumstances or market conditions subsequently changê.

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 57 of 67
Broker Opinion of Value

8CI0 Market {ìtreet, CIakland, CA 94(jCI7

Page 5 of 7

LEASE COMPARISONS

These lease transactions were used to determine the lncome Approach to Value above. These are comparable stripe

retail centers in Oakland with same tenant mix that the subject property would like to attract.

Address

City / State

Building Type

Construction

Class

Condition

Number of

Stories

Year

BuilUremodeled

Gross Building

Area

Land

Lease Premises

Occupancy w

Lease

Lease Rate

NNN Expenses

Start Date

End Date

800 Market Street

Oakland, CA

Masonry

B.

Poor

1

1985

58,400

5 acres

'15,956

600/o

3030 E. 9th Street

Oakland, CA

Masonry

B+

Good

1

1997

165,042

13.5 acres

10,439

100o/o

$10.00

$8.35

611113

5t31t23

1 0700 Macarthur Boulevard

Oakland, CA

Masonry

B+

Good

1

1964t2014

107,272

8.75 acres

6,000

100o/o

$15.00

$6.00

3t1t16

2t28t26

7200 Bancroft Avenue

Oakland, CA

Masonry

B+

Good

1

1973t2015

1'14,893

4.16 acres

13,840

100%

$19.44

$7.92

8t1t11

7t31t31

$9.00

$6.00

N/A

N/A

NOTES

Subject: Vacant unit if available today and assumes $5.00 psf in tenant improvement and that little is done to the

common areas.

Lease 1: Fruitvale station sublease to Sketchers that was done 3 years ago. Today's rents would be 25o/o higher

Lease 2: Foothill Square lease to Shoe Palace. This retail center has been completely remodeled and the rents reflect

it. Good location near the Oakland Zoo and middle class neighborhood of Highway 580.

Lease 3: Part of Eastmont Mall but a strip center with CVS and Taco Bell drive through. High rent b/c of drive through.

Good tenant mix but in low income high crime neighborhood.

TH|S lS NOT AN APPRAISAL: This Real Estate Brokods Opinion of Value is intended for th6 sole and exclusivs use of Seller, LLC ("ths Client") and may not bo rel¡ed upon any

LEASE COMPARABLES ANALY$I

Comparable Subject 12 3

of Valuo to the extent that such facts, c¡rcumstanæs or markêt cond¡tions subsequently change.

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 58 of 67
Broker Opinion of Value

8ûü Market Street, Oakiand, CA S4.üCI7

Page ô of 7

SALE COMPARISONS

The market value approach to value is determined by comparing the subject property to similar properties which have

been sold or offered for sale. Adjustments are made for differences in date of sale, age, condition, size, location,

Iand/building ration, local tax policies, and other physical characteristics and circumstances influencing the sale. The

adjusted baled of those sales considered most comparable (based on physicalappearance and condition) establish a

range of values for the property.

${oTES

Comp 1: Sold in 2002 for $1BOpsf; 2005 sold for $206psf with PakNSave, McDonalds, Taco Bell; PakNSave went dark

and center has been is 40% vacant for years. This location has many of the same characteristics of subejct property.

Comp 2: Remodled and repostioned for sale with long term leases -Food Co., Ross, Wells Fargo Divita Dyalisys

Shows what an exit stratgey for a purchuser could be.

Comp 3: Repositoned in 2007 as part of Eastmont Mall with $6 million of capital but sold at a $5,000,000 lossentire project took a $20,000,000 loss.

THIS ¡S NOT AN APPRAISAL: This Real Estate Brokofs Op¡nion of Våluê is ¡ntendsd for the solê and exclusive use of Seller, LLC ('the Cl¡snt') and may not be rel¡ed upon any

Property Address 610-640 Hegenberger 10700 MacArthur 7200 Bancroft

Oakland, CA

Masonry

Good

Oakland, CA

Masonry

Good

City, State

Construction

Gonstruction Quality

Oakland, CA

Masonry

Good

Number of Stories

Year Built/Renovated

Square Footage

Site Area Acres

Coverage (GBA /

Land)

Occupancy at Sale

Cap Rate

Sale Date

Sale Price

Sale Price PSF

1

1994

70.8971

6.92 acres

24%

100o/o

6.5%

9/2005

$14,650,000

$206.00

1

1964t2015

120,000

8,75 Acres

32%

95%

60/o

11116

$25,150,000

$209.00

multi

1973t2007

140,000

11 acres

29o/o

100%

8o/o

10/16

$15,000,000

$107.00

SÂLE CCIM.PARABLE$ ANALYS.I.S

12 3

of Value to the ext€nt that suc¡ facts, c¡rcumstãncês or market conditions subsoquently changô.

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 59 of 67
Broker Opínion of Value

8CI0 Market Street, takland, üA 94.û07

Page 7 of 7

LAND VALUATION

The land valuation considers the highest and best use of the site taking into account the current zoning. The valuation is

based on the utilization of the land to yield the highest return on capitalinvested. A 5 acre site in a dense urban area is

rare and the highest and best use for the site is to build a mixed use residential project. This is further reinforced by the

fact that the existing structure is of poor quality and providing a weak economic return.

T.IOTES

Subject: Subject assumes unentitled cash price, private capital

Sale L Townhouses will sellfor more but are more expensive to build

Sale 2. 3,000 sq. ft. of community space

Sale 3. Received financing of $12,265,000 from California Statewide Communities Development

Sale 4. Childcare center run by YMCA for 130 children will be on site.

General Notes:

Density of 700 units is allowed but without public financing it will be difficult to build to this scale as Community

Development Funds and subsidies cap total project costs.

This site has a deed restriction requiring a grocery store and the assumption is the city and neighborhood would

look for at least 30,000 square feet of retail plus some community and outdoor space.

While the retail might eventually provide income it will be offset for many years by cost of construction,

concessions and turn over- valued as a lost leader.

The McDonald's pad is on its own parcel and has been given a value independent of this land valuation. The KFC

pad may or may not remain depending on the value and its locations impact on a development.

The extra parcel that is owned in common and has Jack London Gateway senior housing located on a portion of

it, does have room for a + 8,000 - 15,000 square foot leased retail pad.

THIS lS NOT AN APPRAISAL: This R€al Estate Broke/s Opinion of Value ¡s intended for the sole and exclusiv€ use of Seller, LLC ("the Client') and may not be rslied upon any

Property Address

City, State

Sq. FUAcres

Sale Date

Sale Price

Zoning

# Of Units

$ Per Unit

800 Market Street

Oakland, CA

217,80015

N/A

8,000,000

cc-1

300 Senior or

Affordable Units

$26,667

2338 Filbert Street

Oakland, CA

160,301/3.68

10t15

$6,100,000

cc-2

905 72nd Street

Oakland, CA

20,000/.46

1t15

$770,000

1396 5th Street

Oakland, CA

37,000/.85

1 1/08

$3,750

2201 Brush Street

Oakland, CA

18,789t.43

6t14

1,500,000

126 townhouses

$48,412

59 affordable

units

$13,050

1 19 senior units

$31,512

59 affordable units

$25,423

Mixed Use Land Sale Cornparable

Comparable Subject 't2 3 4

of Value to the sxt€nt that such facts, circumstances or market condit¡ons subsequently change.

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 60 of 67
EXHIBIT F

009589.0024\48 14337. l

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 61 of 67
2014-28 - Oakland, CA'Jack London Gateway

Amounts Owed to Thorofare Capital through July 7 ,2017

Outstanding Principal

lnterest - July 1, 2017 - July 7, 2017

Default lnterest

Exit Fee

Extension Fees

Servicing Fees

lnterest Reserve

CapEx Holdback Reserve

Out of Pocket Expenses

Total Amount Owed

$ 6,070,000,00

$ t 't ,993.15

$ 177,041,65

$ 416,700,00

$ 140,000,00

$ 650,00

$ (158,526.08)

$ (250,000,00)

$ 102,351 ,07

1,746.16

1J64.11

2,910.27

Non-Default Per Diem lnterest Rate

Default Per Diem lnterest Rate

Combined Per Diem lnterest Rate

Notes: Please note that interest and expenses amounts

will increase

$

$

$

EXHIBIT F

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 62 of 67
EXHIBIT G

009s89.0024\48 14337. 1

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 63 of 67
Colliers

INTERNAÏIONAL

EXCLUS¡VE AUTHORIZATION TO SELL

Pursuant to this Exclusive Authorization to Sell ("Agreement"), the undersigned Susan L.Uecker, as Court-appointed Receiver, SEC vs SFRC, Case

No.3:17-cv-00223-RS ("Court") ("Client") hereby inevocably grants to COLLIERS INTERNATIONAL ("Brokei'), and its authorized agents, the

exclusive right to negotiate a Sale of that certain real property hereinafter described ("Property), subject to Court approval. The exclusive agency

hereby created ("Agency")shall be for a period commencing on July 15,2017 ("stari date") and ending at midnight on December 31, 2017 ("end

date") ("lnitial Agency Period").

A, PROPERTY

The Property is located at 800-900 Market Street, in the City of Oakland, County of Alameda, State of California and further described as

approximately a t58,544 square foot reiail center on a t5 acre parcel with easements, a NNN leased investment McDonalds on a t7,200 square

foot parcelwith easements and condominium ownership of +58,935 square feet (Unit 1).

with easements in a2,2 acre parcel.

B, PRICE AND TERMS

The price and terms of the Sale of the Property shall be as follows: $1 0,400,000.00 or as negotiated by Client and the prospective purchaser of the

Property with the assistance of Broker.

C. COMMISSION SCHEDULE AND PAYMENT

1. AMoUNT or Couu¡sslo¡t:The parties agree that the commission due to Broker under this Agreement shall be ihree percent (3%)of the

gross sales price of the interest to be transferred.

2. OBLTGATToN lo Pnv CoNulrssroH.

2.1 During the Agency Period. During the Agency Period, Broker shall have earned and Client shall pay the commission to Broker if,

during the Agency Period either (a) the Property or any interest therein is sold, transferred or conveyed by Client; or (b) any contract for the

sale, transfer or conveyance of the Property or any interest therein is made directly or indirectly with Client, pursuant to Court approval and

sale closes. For purposes of this Agreement, references to a "Sale" of the Property shall include any transaction involving a transfer of an

interest in the Property, excepting a security interest in support of financing.

3. TIME AND MANNER 0F PAYMENT: A commission that has been earned by Broker shall be payable in accordance with the following

provisions and pursuant to Court approval.

3.1 Forsalesorexchanges:(a)ifsuchtransactionisclosedthroughanescrow,upontheclosingofsaidescrow;(b)ifsuchtransactionis

closed without an escrow, upon the earlier of (i) recordation of a deed; or (ii) delivery of a deed or other instrument of conveyance.

3,2 For a contract or agreement of sale, joint venture agreement, business opportunity or other transaction not involving the delivery of a

deed, upon the mutual execution of the agreement evidencing the transaction.

D, CLIENT COOPERATION

Broker agrees to use all reasonable effoÍs to find a purchaser for the Property, and Client agrees to cooperate with Broker in causing a Sale of the

Property to occur. Client shall immediately refer to Broker all inquiries of any party interested in purchasing the Property, a portion thereof or an

interest thereìn and Broker shall diligently pursue all such referrals. All negotiations regarding the Sale of the Property shall be pursued through

Broker or with Broke/s knowledge as to the terms and parties, Client hereby authorizes Broker to accept a deposit from any prospective purchaser

and to transfer such deposit to an escrow agent for the account of the purchaser for the purpose of consummating a Sale of the Property. All

written offers received by Broker for the purchase of the Property shall be promptly reviewed and responded to by Client and Broker.

www.colliers.com

EXHIBIT G

Exclusive to Soll (rov,15/15) Pago 1 of4

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 64 of 67
INTERNATIONAL

Colliers

E. COOPERATING BROKERS

Client acknowledges that Broker is entitled and encouraged to solicit the cooperation of other real estate brokers. However, Broker may not enter

into any commission arrangements with other brokers that would be inconsistent with the terms of this Agreement or which would increase the total

amount of Client's liability hereunder, and Client's sole liability for commissions shall be as provided in this Agreement. Broker has no responsibility

to pay a fee or commission to a cooperating broker.

F. NON.DISCRIMINATION

Both Client and Broker hereby acknowledge their understanding that it is illegal to refuse to present, sell or lease real property to any person

because of race, color, religion, national origin, sex, marital status, age or physical disability.

G. DISCLOSURES, EXPERT MATTERS AND RESPONSIBILITIES OF CLIENT AND BROKER

DtsclosuREs: Owners of real estate must comply with California law for the disclosure of any and all known material facts concerning

their property to prospective tenants or buyers as well as any other items required by California law. To meet this requirement, Broker

recommends that Owners of real estate obtain legal advice from a qualified legal professional. Broker shall have no responsibility for

property disclosures beyond the delivery and/or disclosure of information provided by the Owner or known to the Broker. Parties to a sale

or lease transaction should not and will not rely on Brokerwith regard io matters of disclosure required by Owners, but instead will rely

entirely on their own investigation and that of qualified professionals and expeÍs.

Matters requiring disclosure may include, but are not limited to, the following: Natural Hazard Disclosures (including whether or not

the property is located in a flood hazard area, fire hazard severity zone, forest fire risk area, earthquake fault zone, or a seismic hazard

zone), toxic mold disclosures, known material defects, presence or proximity to hazardous materials, compliance with the Americans

with Disabilities Act (ADA), compliance with zoning laws, whether or not the property is located in a special tax zone (such as a

Mello-Roos Community Facilities Districi) or a special assessment district, as well as historic energy use and the existence and results

of Certified Access Specialist (CASp) inspections.

2. DEFENSE, l¡loervl¡rrry rruo H0LD HARMLESS

2,2 Broker: Broker shall defend, indemnify, and hold harmless Client and each of its agents, employees, directors, shareholders,

contractors and representatives against all losses, claims, allegations, liabilities, damages, costs and expenses, including, without

limitation, reasonable attorneys' and experts' fees, to the extent they arise out of either (i) Broke/s representation to a prospective

purchaser of information which is false and material regarding the Property, which material information Broker knew or should have known,

to be false, or (ii) Broker's failure to provide a prospective purchaser with information known to Broker regarding a material defect

concerning the Property, unless such representation or failure arises directly or indirectly from Client's representation or failure to disclose

information to Broker. Notwithstanding this provision, Broke/s obligation shall not extend to protect Client against Client's sole negligence

or willful misconduct.

3. ExpeRr MATTERS

3,1 There are a number of potentially significant matters related to commercial properties, which may be material to a particular

transaction, the evaluation of which would require specialized expertise which is beyond the expertise and/or responsibility of the

Broker ("Expert Matters"). Broker recommends that parties to a potential lease or sale transaction obtain the advice of qualified

professionals and expeds prior to the consummation of any transaction, Parties to a sale or lease transaction should not and will not

rely on Broker with regard to Expert Matters, but instead will rely entirely on their own investigation and those of qualified professionals

and experts.

Exclusivo to Sell (rev.15/15)

www.colliers.com

Pag6 2 ol 4

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 65 of 67
INTÊRNATIONAL

Colliers

3,2 Expert Matters may include, but are not limited to, the following: the use, generation, storage or presence of hazardous or toxic

substances and underground storage tanks; natural hazards, such as fire, flood, or earthquake; building safety and structural integrity of

roof, walls, and foundations or any improvements located on the Property; operation or condition of mechanical, plumbing, utility or life

safety systems; "clean rooms" (including, but not limited to, classification, operation and/or condition); mold, fungus, water damage, or

effects of moisture; compliance with Americans with Disabilities Aci (ADA); compliance with building, zoning and fire codes; tax,

accounting, or legal effects or consequences of the proposed transaction; survey, linear or area measurements of the Property; availability

and/or adequacy of utilities and utility connections and panels, adequacy, availability and condition of sewer lines and/or

connections, public transpoñation, or other infrastructure; zoning and permitted land uses; insurance policies and premiums;

architectural design or engineering; geotechnical/soil condition; termites or other pests or rodents; statements of income and expense or

other financial statements; the financial soundness of a prospective tenant or subtenant; condition of title; or existing taxes, assessments or

liens.

3.3 Broker has no responsibility to, has not made and will not make an independent investigation or determination with respect to

any Expert Matters. Any information communicated by Broker regarding any of the Expert Matters arises from third party sources and

has not been and will not be independently verified by Broker.

4. All of the provisions of this Section (l) shall survive the expiration or earlier termination of this Agreement,

Exclusive to Ssll (rev.15/1 5)

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Pago 3 of4

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 66 of 67
Colliers

INTgRNATIONAL

H. GENERAL PROVISIONS

1. BINDING oH Successons: The parlies intend for and agree that, subject to Court approval, their respective successors, assigns, heirs and

transferees shall be bound by this Agreement.

2. l¡¡renesr: lf there is a failure to make any payment to Broker at the time required herein, the delinquent sum(s) shall bear interest at the

rate of twelve percent (120/o) per year or the maximum non-usurious interest rate for loans permitted by law, whichever is lower,

3, ErurlRe AGneeMENT oF P¡Rtles: This Agreement supersedes any and all agreements, either oral or written, between the parties hereto

with respect to the Property. Both parties to this Agreement acknowledge that no representations, inducements, promises, or agreements,

oral or othen¡rise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that no other

agreement, statement, or promise not contained in this Agreement shall be valid or binding.

4. PARTIAL INVALTDITY: lf any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the

remaining provisions will neverlheless continue in full force and effect without being impaired or invalidated in any way.

5. GoVERNING Lnw: This Agreement will be governed by and construed in accordance with the laws of the State of California. ln the event of

any legal action, jurisdiction and venue shall be in the Superior Court of United States District Court, Northern California.

6, Norlcrs: Notices under this Agreement shall be provided to the other party by regular U.S. mail addressed to the last known address of

the party.

7. TlNe: The pafties agree that time is of the essence with regard to the matters provided for in this Agreement.

I, OTHERTERMS AND CONDÍTIONS

1)Anv Sale is subiectto Court approval, and 2) Seller/Client is a court appointed Ræeiver, Case #3:17+v-00223-RS, and 3) a sale is on an "asis'basis.

The undersigned Client has read and understood and hereby agrees to be bound by the foregoing.

BROKER: Colliers Parrish lnternational, lnc., dba Colliers lnternational Client: Susan L. Uecker, Receiver

By: By:

Aileen Dolby, Senior Vice President Date Susan L. Uecker Date

Email: aileen.dolby@colliers.com Its: Receiver

By By:

Date Date

Email

Phone:

Email:

Fax:

Its:

Exclus¡vo to Sell (rev,15/15)

www.colliers.com

Pags 4 of4

Case 3:17-cv-00223-RS Document 205-3 Filed 08/23/17 Page 67 of 67