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009589.0024\5565081.23 RECEIVER’S PROPOSED PLAN OF 

DISTRIBUTION 

3:17-CV-00223-RS

Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

Elizabeth Berke-Dreyfuss (Bar No. 114651) 

WENDEL ROSEN LLP 

1111 Broadway, 24th Floor 

Oakland, California 94607-4036 

Telephone: (510) 834-6600 

Fax: (510) 834-1928 

Email: edreyfuss@wendel.com 

Bennett G. Young (Bar No. 106504) 

JEFFER MANGELS BUTLER & MITCHELL LLP 

Two Embarcadero Center, 5th Floor 

San Francisco, California 94111-9813 

Telephone: (415) 398-8080 

Fax: (415) 398-5484 

Email: byoung@jmbm.com 

Attorneys for Susan L. Uecker, Receiver 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 

vs. 

SAN FRANCISCO REGIONAL CENTER, LLC; 

THOMAS M. HENDERSON; CALIFORNIA 

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

CALLSOCKET II, L.P.; CALLSOCKET III, 

L.P.; COMPREHENSIVE CARE OF 

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

OAKLAND PLAZA, L.P.; CALLSOCKET, 

LLC; CALLSOCKET II, LLC; CALLSOCKET 

III, LLC; COMPREHENSIVE CARE OF 

CALIFORNIA, LLC; IMMEDIA, LLC; and 

NORTH AMERICA 3PL, LLC, 

Defendants, 

-andCALLSOCKET HOLDING COMPANY, LLC;

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

RECEIVER’S PROPOSED PLAN OF 

DISTRIBUTION

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Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

CALLSOCKET III HOLDING COMPANY, 

LLC; BERKELEY HEALTHCARE 

DYNAMICS, LLC; CENTRAL CALIFORNIA 

FARMS, LLC; and JL GATEWAY, LLC, 

Relief Defendants. 

I. PROCEDURAL HISTORY 

On January 17, 2017, the Securities and Exchange Commission (the “SEC”) filed a 

complaint commencing this matter, alleging that the named defendants had exploited a federal EB5 visa program by defrauding investors seeking to invest in job creation programs, earn a return on 

their investments and obtain a permanent U.S. visa as a way towards United States residency. 

(Docket No. 1). 

On January 20, 2017, the SEC filed a motion seeking, among other things, an order 

appointing a receiver over the entity defendants and relief defendants. The Court entered the 

Order Granting Motion for Preliminary Injunction and to Appoint a Receiver on March 23, 2017, 

pursuant to which the Court, among other things, appointed Susan L. Uecker as Receiver 

(“Receiver”) over defendant San Francisco Regional Center, LLC (“SFRC”), as well as a majority 

of the entity defendants and relief defendants, and as Monitor over certain of the remaining entity 

defendants and relief defendants. (Docket Nos. 96, 100). On June 5, 2017, the Court entered its 

Order Extending Scope of Receivership, appointing Susan L. Uecker as Receiver over the monitor 

defendants and relief defendants. (Docket No. 171). 

On February 28, 2019, the Receiver filed her Motion for Order Consolidating Receivership 

Entities for Purposes of Distribution. (Docket No. 561). On June 3, 2019, the Court entered an 

Order Re Pending Motions, Docket Nos. 561, 574, 600, And 601, granting, among other things, 

the Receiver’s motion, consolidating substantially all of the entity defendants and relief defendants 

for purposes of distribution under a proposed plan.1

 (Docket No. 622). 

 

1

 By order entered on May 31, 2019, defendant Comprehensive Care of Oakland, L.P. (“CCOO”) 

was voluntarily dismissed from this action and on that same date, a Final Judgment was entered 

against Comprehensive Care of California (“CCOC”); thereafter, by order entered on June 20, 

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Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

Under the Receiver’s Plan of Distribution, both creditors of Defendant CCOO and EB-5 

investors in defendant CCOO shall not receive any distribution on account of their investment, 

capital contribution or claim because each of their respective claims have been assumed by CCOO 

pursuant to the terms of a Court approved Settlement Agreement between the Receiver and Shirley 

Ma (“Ma”). Ma is the 50% owner/member of CCOC, and CCOC is the general partner of CCOO. 

Under the Settlement Agreement, Ma purchased SFRC’s 50% membership interest in CCOC and 

became the sole owner/member of CCOC. Pursuant to Paragraph 8.1 of the Settlement 

Agreement, as part of exiting the receivership, CCOO assumed all of the pre and post receivership 

contracts and liabilities of CCOO, which included the obligations owing to CCOO’s limited 

partners of, or EB-5 investors in that entity defendant. The Court approved the Settlement 

Agreement between the Receiver and Ma by order entered on April 4, 2019 (Docket No. 583) and 

entered the order terminating the receivership as to CCOO (and CCOC) on June 20, 2019 (Docket 

No. 630). 

Similarly, none of the creditors of BHD shall have their claims paid through the Receiver’s 

Plan of Distribution. The Order Terminating Receivership As To Berkeley Healthcare Dynamics, 

LLC provided that claims filed solely and exclusively against BHD by East West Bank, Kevin 

Shimamoto, Clement Chin and Jennifer Bronson would be solely the responsibility of BHD, and 

upon termination of the receivership, the remaining Receivership Entities shall have no liability on 

account of those claims (Docket No. 633). 

II. PLAN DEFINITIONS 

1. “Administrative Cash Reserve” means the amount of funds from the Plan Fund that 

the Receiver shall retain as undistributed funds for purposes of paying potential tax liabilities, 

 

2019, the receivership was terminated at to both defendants CCOO and CCOC, and the Receiver 

discharged. (Docket Nos. 620, 630). On June 27, 2019, a Final Judgment was entered as to 

Berkeley Healthcare Dynamics, LLC (“BHD”), and thereafter, by stipulation and order entered on 

that same date, the receivership was terminated as to BHD, and the Receiver discharged. (Docket 

Nos. 633, 634). As a result of the previously entered orders, the order granting the Receiver’s 

Motion for Order Consolidating Receivership Entities for Purposes of Distribution, consolidated 

all entity defendants and relief defendants other than CCOO, CCOC, and BHD. 

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expenses to wind down the Consolidated Receivership Estate, and for other unanticipated costs of 

the Receivership. 

2. “Administrative Claims” means accrued and unpaid fees and expenses of the 

Receiver and the professionals she retained, costs of administration of the Consolidated 

Receivership Estate, and any other Claim allowed as an Administrative Claim by order of the 

Court. 

3. “Allowed Claim(s)” means a claim(s) by an EB-5 Investor or Claimant that the 

Receiver has determined is represented by a valid invoice, receivable, right to payment, interest in 

or debt against the Consolidated Receivership Entities supported by the submissions of the EB-5 

Investor or Claimant, the books and records of the Consolidated Receivership Entities, or other 

sources of information reasonably available to the Receiver or which has been allowed by order of 

the Court. “Allowed Claim(s)” will be classified under this Plan as Administrative Claims, 

Priority Claims, Unsecured Creditor Claims, EB-5 Investor Claims, SEC Claims, and Equity 

Claims. “Allowed Claim(s)” also includes any late-filed Claim approved by the Receiver or by 

order of the Court. 

4. “Appointment Order” means the Order Appointing Receiver and Monitor entered 

on March 29, 2017 (Docket No. 100) entered in the Case by the Court, a true and correct copy of 

which is attached hereto as Exhibit 1. 

5. “Avoidance Action” means any cause of action, or defense against an action, to 

avoid or recover a transfer of property of the entity defendants or relief defendants or the 

Consolidated Receivership Estate, including actions, or defenses arising under applicable federal, 

state or common law. 

6. “Case” or “this Case” means the litigation commenced on January 17, 2017, styled 

Securities and Exchange Commission v. Thomas M. Henderson, et al., Case No. 3:17-cv-00223-

RS, pending before the United States District Court for the Northern District of California, San 

Francisco Division. 

7. “Cause of Action” means a claim, right, action, chose in action, suit, or judgment, 

belonging to the entity defendants and/or relief defendants and/or the Consolidated Receivership 

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1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

Estate and any and all claims to recover liabilities, obligations, and debts owing to the entity 

defendants and/or relief defendants and/or the Consolidated Receivership Estate, whether arising 

prior to or after March 23, 2017. 

8. “Claim” means (i) a right to payment, whether or not such right is reduced to 

judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, 

equitable, secured or unsecured, or (ii) the right to an equitable remedy for breach of performance 

if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is 

reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or 

unsecured. 

9. “Claimant” means a person, other than an EB-5 Investor Claimant, who holds a 

Claim and the SEC. 

10. “Claims Agent” means the Receiver herein, Susan L. Uecker, and is used 

interchangeably with the Receiver. 

11. “Claim Objection” means a written objection served by the Receiver on any person 

or entity for which the Receiver disputes the Claim filed. The Receiver may also object to any 

request for payment or transfer of assets even if a formal Proof of Claim was not filed. All Claim 

Objections shall be resolved pursuant to Order (1) Approving Proposed Claim Form for Non-EB-5 

Investment Claims Against Receivership Entities; (2) Setting a Claims Bar Date for Submission of 

Non-EB-5 Investment Claims; (3) Establishing Summary Procedures for Resolution of Disputed 

Claims (“Claims Order”) (Docket No. 482), a true and correct copy of which is attached hereto as 

Exhibit 2. 

12. “Commission” or “SEC” means the Securities and Exchange Commission, plaintiff 

in the Case. 

13. “Consolidated Receivership Entities” means defendants San Francisco Regional 

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

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

III, LLC; Immedia, LLC; and North America 3PL, LLC and relief defendants Callsocket Holding 

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1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

Company, LLC; Callsocket III Holding Company, LLC; Central California Farms, LLC; and JL 

Gateway, LLC. 

14. “Consolidated Receivership Estate” means the assets and property, in whatever 

form, of or from the Consolidated Receivership Entities. 

15. “Court” means the United States District Court for the Northern District of 

California, with jurisdiction over the Case. 

16. “Disallowed Claims” include Claims, whether or not formally and timely filed: (i) 

for management fees, syndication fees and/or late fees; (ii) for the guarantee of a debt or financial 

obligation of any of the Consolidated Receivership Entities; (iii) for the guarantee of a debt or 

financial obligation in connection with an EB-5 investment or capital contribution by an EB-5 

Investor; (iv) that have been disallowed by an order of the Court; (v) for interest, consequential 

damages, punitive damages or other penalties; (vi) filed with the Receiver after November 26, 

2018 that has not been accepted by the Receiver or expressly allowed by an order of the Court as a 

timely filed Claim; and (vii) from an EB-5 Investor who received a return of his or her investment 

or capital contribution in defendants California Gold Medal, L.P., NA3PL, L.P. and CallSocket 

L.P. pursuant to the Order Authorizing Receiver (1) To Return Investor Capital Contributions 

Held In Escrow; And (2) To Pay Fees To Escrow Company (Docket No. 466); (viii) from an EB-5 

investor for an investment in or capital contribution to CCOO, and/or CCOC; (ix) from any 

creditor of CCOO; and (x) from any creditor of BHD. Notwithstanding the foregoing, or any 

other provision of this Plan, the Receiver’s claims against BHD on account of its guaranty of the 

North American 3PL, LLC Promissory Notes payable to NA3PL, L.P. are not Disallowed Claims 

and such claims by the Receiver are preserved. 

17. “Distribution” means the single or multiple disbursements of money from the 

Distribution Account or the Consolidated Receivership Entities account to Eligible Claimants 

pursuant to the Distribution Plan. 

18. “Distribution Account” means a checking account or accounts established or 

previously established by the Receiver to receive or maintain monies from the Consolidated 

Receivership Entities, and third parties, that are scheduled or intended to be disbursed in 

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Oakland, California 94607-4036 

accordance with the Distribution Plan. Multiples of such accounts may be necessary to ensure that 

the entire amount deposited is insured by the Federal Deposit Insurance Corporation.

19. “Distribution Plan” or “Plan” means this Plan of Distribution for the resolution and 

distribution of funds to pay Administrative Claims, Priority Claims, Eligible Claimants, the SEC’s 

Claims and the Claims of Equity Holders. 

20. "Distribution Plan Notice" means the written notice to EB-5 Investors and 

Unsecured Creditors that the Plan is approved and they are eligible for a distribution pursuant to 

this Distribution Plan, unless they receive or have received a Claim Objection. The Distribution 

Plan Notice will be subject to Court approval. 

21. “EB-5 Investor(s)” means a natural person who invested in or made capital 

contributions to USCIS approved EB-5 New Commercial Enterprise (“NCE”) defendants 

CallSocket, L.P., CallSocket II, L.P., CallSocket III, L.P., NA3PL, L.P., West Oakland Plaza, 

L.P., and California Gold Medal, L.P., each of which was sponsored by defendant SFRC. EB-5 

Investor(s) exclude investors in or limited partners of CCOO because upon exiting the 

receivership, CCOO assumed all pre and post receivership contracts and liabilities of CCOO, 

which included the obligations owing to CCOO’s limited partners and EB-5 investors in CCOO. 

22. “EB-5 Investor Claimants” are those individuals who hold an Allowed EB-5 

Investor Claim. 

23. “EB-5 Investor Claims” means Claims filed or asserted by or on behalf of EB-5 

Investors. EB-5 Investor Claims are limited or capped at the amount of the EB-5 Investor’s actual 

investment or capital contribution, but in no event shall exceed $500,000. Upon approval of the 

Plan, EB-5 Investor Claimants equity interests in their respective EB-5 NCE defendant shall be 

extinguished in exchange for an Allowed Claim against the Consolidated Receivership Estate. 

24. “Eligible Claimant” means any EB-5 Investor or Unsecured Creditor with an 

Allowed Claim. 

25. “Equity Claims” means Claims of Equity Holders on account of their equity 

interests. 

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Oakland, California 94607-4036 

26. “Equity Holder(s)” means any members, shareholders and/or general partners of 

any of the Receivership Entities, or any person, other than an EB-5 Investor, asserting an equity or 

ownership interest in any of the Receivership Entities, including BHD. 

27. “Fair Funds” means disgorgement and civil penalties paid to the Commission 

pursuant to a final judgment or order entered in this Case, that the Commission seeks and obtains 

Court approval to transfer to the Receiver for distribution to EB-5 Investor Claimants. 

28. “Fair Fund Distribution Account” shall mean a checking account established by the 

Receiver to accept Fair Funds from the Commission, should the Commission seek and obtain

Court approval to transfer Fair Funds to the Receiver for distribution to EB-5 Investor Claimants. 

29. “Late Filed Claims” means any written non-EB-5 Investment Proof of Claim 

submitted to the Receiver using the approved claim form(s) after November 26, 2018. Late Filed 

Claims shall be deemed Disallowed Claims, unless accepted by the Receiver or Court as a timelyfiled claim. 

30. “Parties in Interest” means anyone known by or to the Receiver who the Receiver 

reasonably believes has rights that may be impacted by this Plan. 

31. “Plan Fund” means the cash held by the Receiver in a Distribution Account, that is 

scheduled to be disbursed in accordance with the Distribution Plan for the purpose of paying Class 

1, Class 2, Class 3, Class 4 and Class 5 Claims as set forth in this Plan. 

32. “Priority Claims” means any tax, wage, or other Claims entitled to priority 

distribution under applicable state or federal law, including without limitation 31 U.S.C. § 3713 

and any similar state statute. 

33. “Receivership Claims” means any legal claims the Consolidated Receivership 

Entities have or has against third parties. 

34. “Receivership Entity” or “Receivership Entities” means any Defendant or Relief 

Defendant in the Case other than Henderson. 

35. “SEC’s Claims” means the claim asserted by the SEC based on its causes of action 

against the Consolidated Receivership Entities as set forth in the SEC’s Complaint filed in the 

Case on January 17, 2017, 

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36. “Unclaimed Property” means Distributions (i) that are returned to the Receiver as 

undeliverable and no appropriate forwarding address is received within 90 days after the attempted 

Distribution by the Receiver is made to such Eligible Claimant; (ii) for which the check making 

such Distribution is not negotiated within 180 days of its issuance and no request for re-issuance is 

made within such 180 day period, at which time, such attempted Distribution will be cancelled 

through a stop payment order or other means; (iii) remaining after the Final Distribution. The 

Receiver is under no affirmative obligation to attempt to locate any Eligible Claimant. 

37. “Unsecured Creditor(s)” means a person, other than an EB-5 Investor Claimant, or 

entity that hold(s) an Allowed Claim that is an Unsecured Creditor Claim(s). 

38. “Unsecured Creditor Claim(s)” means the total amount owed to a Claimant on 

account of loans agreements, business debts, money judgments that are not EB-5 Investor Claims. 

III. ASSETS OF THE CONSOLIDATED RECEIVERSHIP ESTATE 

A. Cash: $27,448,146.73 (as of September 30, 2019);2

B. Other Assets: 40% interest in BHD and potential litigation claims. 

IV. CLAIMS AGAINST CONSOLIDATED RECEIVERSHIP ESTATE 

A. Claims Bar Date and Late Claims 

Pursuant to the provisions of the Claims Order, the Receiver served a notice of claims bar 

date for Non-EB-5 Investment Claims with an accompanying approved Proof of Claim form on all 

Claimants, which notice and form set November 26, 2018 (“Bar Date”) as the last date to file 

claims for all Claimants. 

In the event that any claims are submitted after the Bar Date, in circumstances where it 

appears that the Eligible Claimant did not have notice of the Bar Date, the absence of an objection 

on the basis of untimeliness is not a waiver of any rights of the Receiver to file an objection on 

any other basis, whether any such claim has been submitted in writing or was submitted on an 

informal basis before or after the Bar Date. 

 

2

 The Cash amount includes a reserve account in the amount of $316,328.80, which is the subject 

of disputed lien claims previously against Henderson’s former residence, 666 Mandana Blvd., 

Oakland, California. 

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The Claims Order provided that any claim submitted after the Bar Date will be barred, 

except for EB-5 Investor Claims arising from their investment or capital contribution, which were 

preserved and deferred. Therefore, other than EB-5 Investors, any person or entity seeking to 

assert a Claim against the Consolidated Receivership Estate after the Bar Date will need to seek 

leave of Court to do so (unless the person or entity was not sent the notice of claims Bar Date, in 

which case, the Receiver in her discretion, may accept the late filed claim as a timely filed claim). 

B. Objections to Claims 

The Receiver filed Claim Objection(s) pursuant to the terms of the Claims Order. On 

October 11, 2019, the Receiver filed a Motion for Order Disallowing Certain Claims, in Whole or 

in Part (Docket No. 692). On November 19, 2019, the Court entered an Order Granting the 

Motion to Disallow Certain Claims, in Whole or in Part, as Modified by the Court (Docket No. 

704). 

The Receiver may, in her discretion, file other or additional objections to Claims, and shall 

provide notice and an opportunity to respond as may be required pursuant to the Claims Order. 

If appropriate or necessary, as may be determined in the Receiver’s absolute discretion, the 

Receiver will file additional motions to seek disallowance of the following non-exclusive 

categories of claims: 

• Claims which have received prior distribution; 

• Claims for funds paid to or obligations of non-receivership entities; 

• Duplicate claims; 

• Late filed Claims not accepted by the Receiver as a timely-filed Claims; and 

• Claims to which the Receiver objected in writing and the Claimant did not respond or 

the Claim Objection has not been resolved. 

C. Classes of Claimants 

The Receiver has categorized Claims into the following classes for purposes of receiving a 

Distribution under the Plan: 

Class 1: Allowed Administrative Claims 

Class 2: Allowed Priority Claims 

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Class 3: Allowed Unsecured Creditor Claims and EB-5 Investor Claims 

Class 4: Allowed SEC’s Claims 

Class 5: Allowed Equity Holders’ Claims 

These classes of claims and the proposed treatment of each class are discussed below.

1. Class 1 

Class 1 consists of the Allowed Administrative Claims for the Receiver’s fees and costs, 

the fees and costs of professionals retained by the Receiver, expenses of administration of the 

Consolidated Receivership Estate and any other Claims that are allowed as Administrative Claims 

by Court order. 

2. Class 2 

Class 2 consists of the Allowed Priority Claims. The Allowed Priority Claims will likely 

consist of tax claims. 

Anticipated tax claims that would constitute Allowed Priority Claims are tax liabilities at 

both the federal and state levels attributable to the sale of assets after March 23, 2017. 

No distribution will be made to Classes 3 or 4 until such time as Class 1 and 2 Claims have 

been paid in full or sufficient reserves are held to ensure payment in full to Classes 1 and 2. 

3. Class 3 

Class 3 consists of the Allowed Unsecured Creditor Claims and EB-5 Investor Claims. 

Class 3 Allowed Unsecured Creditor Claims are identified on Exhibit 3A. Class 3 

Allowed EB-5 Investor Claims, which have been divided by the entity defendant USCIS approved 

EB-5 NCE in which the EB-5 Investor Claimants invested, are identified in Exhibits 3B through 

3G as follows: 

Class 3B: CallSocket, L.P. Exhibit “3B”

Class 3C: CallSocket II, L.P. Exhibit “3C”

Class 3D: CallSocket III, L.P. Exhibit “3D”

Class 3E: NA3PL, L.P. Exhibit “3E”

Class 3F: West Oakland 

Plaza, L.P.

Exhibit “3F” 

Class 3G California Gold 

Medal, L.P.

Exhibit “3G” 

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This Plan contemplates that the Allowed Unsecured Creditor Claims and Allowed EB-5 

Investor Claims will be paid as provided by this Plan from the Plan Fund, which shall be funded 

by cash in the Distribution Account. If there are insufficient funds to pay Class 3 Claims in full, 

Class 3 Claimants shall be paid on a pro rata basis. PURSUANT TO THE TERMS OF THIS 

PLAN NO PAYMENT SHALL BE MADE TO ANY CLASS 3 CLAIMANT ON ACCOUNT 

OF A CLAIM OR PORTION THEREOF FOR INTEREST, CONSEQUENTIAL 

DAMAGES, PUNITIVE DAMAGES OR OTHER PENALTIES. 

Class 3 Claimants who are EB-5 Investor Claimants may also receive an additional 

distribution from the Fair Fund Distribution Account if such a distribution is approved by the 

Court pursuant to a proposal by the SEC. In the event of a distribution to EB-5 Investor Claimants 

from the Fair Fund Distribution Account, such distribution is separate and apart from Distributions 

by the Receiver pursuant to the Plan. 

Upon the receipt of a Distribution Plan Notice, Class 3 EB-5 Investor Claimants shall 

notify the Receiver, in writing, providing the name, location and account to which the Distribution 

may be made by use of the Form Statement Of Claim By EB-5 Investor attached hereto as 

Exhibit 3H. Any payment of a Class 3 EB-5 Investor Claimant's Distribution to a third 

party shall be only for the convenience of and at the direction of the Class 3 EB-5 Investor 

Claimant in lieu of a payment directly to the Class 3 EB-5 Investor Claimant and shall not 

be considered an investment by any Receivership Entity or by the Receiver on behalf of any 

Class 3 EB-5 Investor Claimant. 

THIS PLAN, THE RECEIVER AND HER PROFESSIONALS DO NOT PROVIDE 

ANY IMMIGRATION ADVICE, LEGAL OR OTHERWISE, AND ALL EB-5 INVESTOR 

CLAIMANTS ARE ENCOURAGED TO CONSULT THEIR OWN BUSINESS AND 

INVESTMENT ADVISORS AND IMMIGRATION COUNSEL REGARDING ANY 

CONSEQUENCES OF THIS PLAN, RECEIPT OF A PLAN DISTRIBUTION, OR ANY 

SUBSEQUENT USE BY EB-5 INVESTOR CLAIMANTS OF THEIR DISTRIBUTION. 

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 12 of 54
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009589.0024\5565081.23 RECEIVER’S PROPOSED PLAN OF 

DISTRIBUTION 

13 3:17-CV-00223-RS

Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

4. Class 4 

Class 4 consists of the Allowed SEC’s Claims. The Allowed SEC’s Claims shall be 

treated as may be agreed to by the SEC and Receiver, subject to Court approval. 

5. Class 5 

Class 5 consists of the Allowed Equity Holders’ Claims. 

V. PROPOSED PLAN NOTICE 

Upon the filing of the Distribution Plan with the Court in the Case: 

1. The Receiver will file a notice of hearing for approval of the Distribution Plan 

(“Plan Notice”). 

2. The Plan Notice will contain an objection deadline, and the hearing date, time and 

place. The Receiver shall serve the Plan Notice, the motion for approval of the Distribution Plan 

and all supporting pleadings and documents (collectively “Plan Documents”) on all Unsecured 

Creditors, EB-5 Investor Claimants, Equity Holders, the SEC, and Parties in Interest as follows: 

(a) By ECF on those Unsecured Creditors, EB-5 Investor Claimants, the SEC, 

Equity Holders and Parties in Interest that have an ECF ,account on the District Court’s website; 

(b) On all known EB-5 Investor Claimants, by email where the email address is 

known by the Receiver to be valid and current, and regular mail where an email address is not 

known by the Receiver or is known by the Receiver to be invalid; 

(c) On all known Unsecured Creditors, Equity Holders and Parties in Interest, 

by regular mail where either the street address is known by the Receiver to be valid and current or 

the Unsecured Creditor, Equity Holder or Party in Interest provided an address on its Proof of 

Claim, or by email known by the Receiver to be valid and current where the street address is not 

known by the Receiver or is known by the Receiver to be invalid. 

3. The Receiver shall post the Plan Documents on the Receiver’s website at: sfrceb5.com. 

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 13 of 54
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009589.0024\5565081.23 RECEIVER’S PROPOSED PLAN OF 

DISTRIBUTION 

14 3:17-CV-00223-RS

Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

VI. CREATION OF PLAN FUND TO PAY CASH CLAIMS IN CLASSES 1, 2, 3, 4 

AND 5 

A. Cash To Create Plan Fund 

The cash in the Distribution Account shall constitute the Plan Fund to pay Claims in 

Classes 1, 2, 3, 4 and 5 as provided by this Plan. In addition, to the extent that the Receiver 

recovers damages or other funds from or on account of the Consolidated Receivership Claims, 

Avoidance Actions and/or Causes of Action, such recoveries shall be added to the Distribution 

Account and shall also constitute or be a part of the Plan Fund to pay Claims in Classes 1, 2, 3, 4 

and 5, as provided by this Plan. 

B. Priority Of Payment Of Claims From Plan Fund And Fair Funds 

The Plan Fund will be used to pay Classes 1, 2, 3, 4 and 5, as provided by the Plan. To the 

extent there is a surplus in the Plan Fund following payment of Classes 1, 2, 3, and 4 (if any) the 

surplus shall be distributed to the Class 3 EB-5 Investor Claimants to reflect the risks they 

undertook in investing. To the extent there is a deficiency, Classes 1 and 2 will be paid in full, and 

Class 3 will receive a pro rata distribution on account their Claims from the remaining funds in the 

Plan Fund following payment in full to Classes 1 and 2. Class 5 shall not receive any distribution 

under the Plan unless or until Classes 1, 2, 3, and 4 are paid in full. 

INTEREST SHALL NOT ACCRUE OR BE PAID ON ANY ALLOWED CLAIM, 

AND NO HOLDER OF AN ALLOWED CLAIM SHALL BE ENTITLED TO INTEREST

ACCRUING ON ANY ALLOWED CLAIM FOR THE PERIOD OF TIME FROM THE 

DATE OF THE APPOINTMENT OF THE RECEIVER TO THE DATE THE CASE IS

CLOSED. 

Allowed Claims shall be paid from the Plan Fund in the following priority: 

Class 1: Administrative Claims shall be paid in full from the Plan Fund. In the Receiver’s 

discretion, the Administrative Cash Reserve shall retain sufficient funds to pay projected 

Administrative Claims through the close of the Consolidated Receivership Estate. 

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 14 of 54
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009589.0024\5565081.23 RECEIVER’S PROPOSED PLAN OF 

DISTRIBUTION 

15 3:17-CV-00223-RS

Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

Class 2: Priority Claims shall be paid in full from the Plan Fund. In the Receiver’s 

discretion, the Administrative Cash Reserve shall retain sufficient funds to pay Priority Claims 

through the close of the Consolidated Receivership Estate. 

Class 3: Unsecured Creditor Claims and EB-5 Investor Claims shall be paid from the Plan 

Fund. If the Plan Fund is insufficient to pay the Unsecured Creditor Claims and EB-5 Investor 

Claims in full, the Unsecured Creditor Claims and EB-5 Investor Claims shall be paid on a pro 

rata basis. 

NOTWITHSTANDING THE FOREGOING PROVISION, ANY UNSECURED 

CREDITOR CLAIM AND ANY EB-5 INVESTOR CLAIM SHALL BE TREATED AS A 

DISALLOWED CLAIM IN THE EVENT THE RECEIVER HAS AN AVOIDANCE 

ACTION, CLAIM OR CAUSE OF ACTION AGAINST SUCH UNSECURED CREDITOR 

AND/OR EB-5 INVESTOR UNTIL SUCH TIME THE UNSECURED CREDITOR OR EB5 INVESTOR SATISFIES THE RECEIVER’S AVOIDANCE ACTION, CLAIM OR 

CAUSE OF ACTION, AT WHICH TIME THE UNSECURED CREDITOR OR EB-5 

INVESTOR MAY RECEIVE A DISTRIBUTION ON THEIR RESPECTIVE CLAIMS.

Class 4: The SEC’s Claims as determined by agreement of the SEC and Receiver, subject 

to Court approval. 

Class 5: The Claims of the Equity Holders shall receive nothing unless or until the 

Allowed Claims of Classes 1, 2, 3 and 4 (if any) are paid in full. 

1. Administrative Cash Reserve:

The Receiver shall have the authority and discretion to retain a reserve from the Plan Fund 

to ensure that sufficient funds will be available to pay: 

(a) Class 1 and 2 Claims in full through the close of the Case or the 

Consolidated Receivership Estate; 

(b) Any and all estimated tax liability generated from the previous sale of 

Receivership Assets to generate the Plan Fund; 

(c) The fees and costs to wind up the Consolidated Receivership Estate; 

(d) Any unanticipated costs of the Consolidated Receivership Estate; and 

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 15 of 54
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009589.0024\5565081.23 RECEIVER’S PROPOSED PLAN OF 

DISTRIBUTION 

16 3:17-CV-00223-RS

Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

(e) Any disputed Claim, or Claim for which the Receiver has asserted a Claim 

Objection, until such time as the dispute or objection is resolved by the Receiver or by order of the 

Court. 

2. Fair Funds: 

The disgorgement obtained by the Commission from relief defendant BHD and the 

disgorgement and penalties obtained by the Commission from defendant Thomas M. Henderson 

are not assets of the Consolidated Receivership Estate and may, if proposed by the Commission 

and approved by the Court, be distributed or transferred to the Receiver for placement or deposit 

in the Fair Fund Distribution Account for distribution to Class 3 EB-5 Investor Claimants only, 

based upon the EB-5 Investor Claims 

3. Final Distribution: 

Following the completion of prosecution of all Consolidated Receivership Claims, 

Avoidance Actions, and Causes of Action of any kind by the Receiver and the distribution of the 

cash from the Plan Fund and the Fair Fund Distribution Account, the Receiver shall prepare and 

file final tax returns for SFRC, and, shall seek authority from the Court to make a final distribution 

of any funds remaining in the Plan Fund and the Fair Fund Distribution Account at that time. 

VII. TAX TREATMENT 

At the Receiver’s discretion, upon consultation with her tax professionals: 

1. The activity of the Consolidated Receivership Estate from and after June 3, 2019, 

shall be reported as taxable activity of SFRC. 

2. Any tax liability of the Consolidated Receivership Estate shall be paid with cash in 

the Plan Fund. No distributions to Classes 3 shall be paid until such time as the Receiver, in her 

discretion, determines that sufficient funds are available in the Plan Fund to pay all taxes in full, or 

there is a sufficient reserve for those claims. 

3. The Allowed EB-5 Investor Claims shall be treated as debts of SFRC for tax 

reporting purposes. 

THE PLAN, THE RECEIVER AND/OR HER PROFESSIONALS DO NOT 

PROVIDE ANY TAX ADVICE AND ALL UNSECURED CREDITORS AND EB-5 

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 16 of 54
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009589.0024\5565081.23 RECEIVER’S PROPOSED PLAN OF 

DISTRIBUTION 

17 3:17-CV-00223-RS

Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

INVESTOR CLAIMANTS ARE ENCOURAGED TO CONSULT THEIR OWN TAX 

ADVISOR REGARDING ANY TAX CONSEQUENCES OF THIS PLAN. 

VIII. ADMINISTRATIVE MATTERS 

A. Jurisdiction of Court 

This Court shall have sole and exclusive jurisdiction to interpret and enforce this Plan. 

This Court shall also have sole and exclusive jurisdiction to resolve all disputes concerning the 

Plan, and resolve all disputes under the Plan. 

All Claims, Claims Objections and Allowed Claims shall be subject to the jurisdiction of 

the Court. 

Nothing in this Plan shall interfere with or supersede the Receiver’s rights and authority 

under Paragraphs 9(H), 9(I), 39, and 40 of the Appointment Order. 

B. De Minimis, Unclaimed and Undeliverable Distributions 

1. No Di Minimis Distributions 

The Receiver shall not be required to make a distribution to the holder of an Allowed 

Claim if such a distribution is an amount less than $100.00. Any holder of an Allowed Claim that 

does not receive a distribution solely because of this provision will have such distribution reserved 

until such time as the holder would receive a distribution in the amount of $100.00 or more. 

2. Unclaimed and Undeliverable Distributions 

Any Unclaimed Property shall be added back to the Plan Fund in the Distribution Account 

for Distribution to Class 3 Claimants in accordance with the terms of this Plan. Any Unclaimed 

Property remaining after Final Distribution shall be donated to charity to be selected at a later 

time. 

C. Reports to the Court and to Claimants 

The Receiver shall file a written report with the Court regarding the status of efforts to 

implement this Distribution Plan, which report shall be part of the Receiver’s Quarterly Report. 

D. Adjustments and Amendments 

To carry out the purposes of the Distribution Plan, the Receiver may make adjustments to 

the Distribution Plan, consistent with the purposes and intent of the Distribution Plan, as may be 

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 17 of 54
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009589.0024\5565081.23 RECEIVER’S PROPOSED PLAN OF 

DISTRIBUTION 

18 3:17-CV-00223-RS

Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

agreed upon between the Receiver and the Commission, and approved by the Court. The Court 

retains jurisdiction over this matter for the purpose of ruling on any such proposed amendments 

and for any and all other matters that may arise under or relate to the Distribution Plan. 

E. Possible Avoidance Actions and Retained Claims 

All Consolidated Receivership Claims, Causes of Action, including possible Avoidance 

Actions, and any Claims and Causes of Action of the entity defendants and relief defendants, are 

preserved by and for the Consolidated Receivership Estate. The Receiver for the Consolidated 

Receivership Estate expressly preserves such Claims and Causes of Action for later adjudication, 

and nothing herein waives the right to bring any such Avoidance Action, Claims and/or Causes of 

Action unless the same has been settled in this Distribution Plan. 

F. Filing Final Tax Returns, Wind Up and Dissolution of Consolidated 

Receivership Entities 

The Receiver may seek to file final tax returns and dissolve any or all of the Consolidated 

Receivership Entities, except SFRC, for which final tax returns shall be filed and SFRC dissolved 

as soon as practical following the final distribution under the Plan, as provided in Section VI., B.3. 

above. Nothing in the Plan effects or impairs the Consolidated Receivership Entities rights as a 

member, shareholder or partner in any limited liability company, corporation or partnership. 

G. Completion of Plan 

The Receiver will complete the distributions required by the Plan within five years from 

the date the Plan is approved by the Court, unless an application is filed with and approved by the 

Court to extend the time to complete the distributions. 

If the Receiver or the SEC determines that the Receiver has concluded her duties and 

obligations under the Receivership appointment orders issued by the Court, as may have been 

amended, either the Receiver or the SEC may apply to the Court for an Order terminating the 

Receivership. 

Any Order terminating the Consolidated Receivership Estate shall provide for the Receiver 

to file a final accounting providing schedules identifying: (i) all assets, their source and value; and 

(ii) all liabilities, the nature and amount of such claims. 

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 18 of 54
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009589.0024\5565081.23 RECEIVER’S PROPOSED PLAN OF 

DISTRIBUTION 

19 3:17-CV-00223-RS

Wendel Rosen LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

Upon the close of the Consolidated Receivership Estate, the Receiver may destroy all 

records. 

IX. RECEIVER’S AUTHORITY 

Unless expressly superseded by the provisions of this Distribution Plan or order of the 

Court, the Appointment Order, and the Order Extending Scope of Receivership dated June 5, 2017 

(Docket No. 171) shall remain in full force and effect. 

DATED: December 19, 2019 

By: /s/ Susan L. Uecker

 Susan L. Uecker, Receiver 

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 19 of 54
EXHIBIT 1

009589.0024\5694303. 1

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 20 of 54
Case 3:17-cv-00223-RS Document 100 Filed 03129117 Page L of L8

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JINA L. CHOI Q{.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. Bar No. 215231)

lamarcas@sec.gov

THOMAS J. EME (Ill. BarNo. 6224870)

emet@sec.gov

Attorneys for Plaintiff

SECURITIES AND EXCHANGE COMMISSION

44 Montgomery Street, Suite 2800

San Francisco, CA 94104

Telephone: (415) 7 05-2500

Facsimile: (415) 705-2501

LINITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

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

Plaintiff,

FPROPoS'EEI ORDER APPOTNTING

RECEIVER AND MONITOR

SAN FRANCISCO REGIONAL CENTER, LLC;

THOMAS M. HENDERSON; CALIFORNIA

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

CALLSOCKET II, L.P.; CALLSOCKET III, L.P.;

COMPREHENSIVE CARE OF OAKLAND, L.P.;

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

CALLSOCKET, LLC; CALLSOCKET II, LLC;

CALLSOCKET III, LLC; COMPREHENSIVE

CARE OF CALIFORNIA, LLC; IMMEDIA, LLC;

and NORTH AMERICA 3PL, LLC,

Defendants, and

CALLSOCKET HOLDING COMPANY

LLC; CALLSOCKET III HOLDING

COMPANY,LLC; BERKELEY

HEALTHCARE DYNAMICS, LLC;

CENTRAL CALIFORNIA FARMS, LLC;

and JL GATEWAY,LLC,

Relief Defendants.

[PRoposED] Oruen Appr. REcETvER AND MoNrroR EXHIBIT 1 CASE No, 3:17-cv-00223

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 21 of 54
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Case 3:17-cv-00223-RS Document 100 Filed O3l29lI7 Page 2 of L8

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; Califomia Gold Medal, L.P.; CallSocket, L.P.; CallSocket II, L.P.;

CallSocket III, L.P.; Comprehensive Care of Oakland, L.P.;NA3PL, L.P.; West Oakland Plaza,L,P.;

CallSocket,LLC; CallSocket II, LLC; CallSocket III, LLC; Comprehensive Care of California,LLC;

Immedia, LLC;North America 3PL, LLC (collectively, the'oentity Defendants"); CallSocket Holding

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

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

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

of Receiver and the Declarations of Ellen Chen, 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 personal jurisdiction 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 all assets 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 Farms, 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;and/or (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 o'Monitorship Defendants"); and of

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

fPnonosro] ORDER Appr. RECETVER ANo I CASE No. 3:17-cv-00223

MONITOR

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 22 of 54
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Case 3:L7-cv-00223-Rs Document 100 Filed O3l29lL7 Page 3 of 18

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

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

Receivership Defendants and Receivership Relief 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

Defendants.

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

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

Receivership Relief Defendants.

4. Until fuither 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 o'monitor" toooreceiver," 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 Duties 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, andlor agreements in addition to all powers and authority of a rece iver at equity,

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

Fed. R. Civ. P. 66.

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, and/or managers are hereby

[Pnonosro] ORDER Appr. RECETVER AND 2 CASE No. 3:17-cv-00223

MoNIToR

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Case 3:17-cv-00223-RS Document 100 Filed 031291t7 Page 4 of 18

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.

B.

C.

D.

E.

F.

G.

[PRoPosED] ORDER APPr

MoNIToR

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 beneficial interest in, or

control directly or indirectly (ooReceivership Property" or, collectively, the

"Receivership Estates");

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;

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;

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 courss of business in discharging her

duties as Receiver;

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

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

Receivership Defendants or Relief Defendants;

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, afforneys, securities traders, registered representatives, financial

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

brokers, traders, or auctioneers;

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

Receivership Property or to prevent the dissipation or concealment of

Receivership Property ;

RECEIVERAND 3 CASENO.3IIT.?V-00223

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 24 of 54
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Case 3:17-cv-00223-RS Document 100 Filed 031291L7 Page 5 of 18

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 court 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 aciion as may be approved by this Court,

n. 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 plaoe, are hereby ordered and directed to preserve and turn over to the

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

Defendants or Relief Defendants and/or all Receivership Properiy; 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 all known 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

[Pnorosao] OnoER Appr. RECETVER AND 4 Cass No. 3:17-cv-00223

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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.

ilI. Access to Books. Records. 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;

[PRoposED] ORDER Appr. RscsIvBR eNn

MoNIToR

5 CASENo, 3:17-cv-00223

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

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

without the permission of this Court;

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

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

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

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

the date of receipt of the notice; and D iJ,:t:?nffi:ilfH'{#fl::Jif:l'"ix?,ffiTf*f;:irififff::3,l:?1''

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 author ized totake immediate possession of all real property of the

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

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

personal service, email, facsimile, or othdrwise, 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] ORDER Appr. RECEIVER AND

MoNIToR

6 CASE No. 3:17-cv-00223

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

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

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

the mandates of this Order.

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 identiff 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 officers, 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 personalproperty shall, consistent with such office's applicable procedures, record this Order

upon the request of the Receiver or the SEC.

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

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

the Receivership Defendants or Relief Defendants (the "Receiver's Mail"), including all mail

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

[Pnopossr] ORosn Appr. RECETVER AND 7 CASE No. 3:17 -cv-00223

MoNITOR

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

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

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

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

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

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

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

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

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

service.

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 Against Interference with Receiver

28. The Receivership Defendants and Relief Defendants and all persons receiving notice

of this Order by personal service, email, facsimile, or otherwise, are hereby restrained and enjoined

from directly or indirectly taking any action or causing any action to be taken, without the express

written agreement of the Receiver, which would:

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

management of any Receivership Property; such prohibited actions include but

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

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

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

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

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

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

destroying, or altering records or information;

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

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

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

Property, enforcing judgments, assessments, or claims against any

Receivership Property or any Receivership Defendant or Relief Defendant,

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

[Pnoroseo] ORDERAPPT. RECETVERAND 8 CASENo.3:17-cv-00223

MoNIToR

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

or other agreement executed by any Receivership Defendant or Relief

Defendant or which otherwise affects any Receivership Property; or

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

exclusive jurisdiction of this Court over the Receivership Estates.

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 Litisation

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 proceedingso foreclosure actions, default proceedings, or

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

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 or present officers, directors,

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

any action taken by them while acting in such capacity of any nature, whether as

plaintiff, defendant, third-party plaintiff, third-party defendant, or otherwise (such

proceedings are hereinafter referred to as "Ancillary Proceedings").

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.

[PnonosEo] Omen Appr. RECETvER AND

MONIToR

9 CASE No. 3:17-cv-00223

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V[I. Manasins 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 Courto 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,

investorso governmental and regulatory authorities, and others, as appropriate,

IX. Investisate and Prosecute Claims

39. Subject to the requirement, in Paragraph 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, compromise,

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

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

Receivership Property.

[PRoposED] ORDER Appr. RECEIVER AND l0 CASENO. 3:17-cv-00223

MoNITOR

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Case 3:17-cv-00223-RS Document 100 Filed O3l29lL7 Page 12 of !8

' 40. Subject to her obligation to expend receivership funds in a reasonable and costeffective manner, the Receiver is authorized, empowered, and directei 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 Filine

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

under Title I I of the United States Code (the ooBankruptcy 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

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Case 3:17-cv-00223-RS Document 100 Filed O3l29lt7 Page 13 of 18

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

negligence, or in reckless disregard of their duties.

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 counsel of record, of her intention, and the resignation shall not be

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

Court may provide.

XII. Recommendations and Reports

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

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

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

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

[Pnoroseo] ORDER Appr. Recpvsn aNn

MoNrron

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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 Receiveros receipts and disbursements (attached as

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

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

the receivership;

D. A description of all known Receivership Property, including

approximate or actual valuations, anticipated or proposed dispositions,

and reasons for retaining assets where no disposition is intended;

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

Receivership Estate, including the need for forensic and/or

investigatory resources; approximate valuations of claims; and

anticipated or proposed methods of enforcing such claims (including

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

collecting such judgments);

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

their claips;

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

any Creditor Claims Proceedings, after such proceedings have been

commenced; and

H. The Receiver's recommendations for a continuaticin 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.

XI[. Fees..Expenses and Accountinqs

54. Subject to Paragraphs 55 to 6l 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] ORrEn Appr. RECEIVER AND

MoNIToR

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

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

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

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

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

in a format to be provided by SEC staff.

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 20o/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 by the

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

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

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

[PRoposED] OnoEn Appr. RECETVER AND 14 CASENO. 3:17-cv-00223

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Case 3:L7-cv-00223-RS Document 100 Filed O3l29lt7 Page L6 of 18

any agreement, written or oralo 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.

Xry. 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 eicluding attorneyclient communications between the Monitorship Defendants and the-ir

respective counsel;

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

and consultants of each of the Monitorship Defendants and tire l4onitoiship'

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

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

ryqyired 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 D.efendants and the Monitorshif nelief Defendant, for the purpose

of evaluating the terms of the contract including whether the contractuai

relationship would be disrupted by converting t-he Monitor to a Receiver over

that entity;

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

any Monitorship Defendants or the Monitoiship Relief Defendant;

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

panaged by any ofthe NloqttopttLp Defendants or the Monitorship Relief

Defendant, except those facilities fbr which additional credentials'are

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

assist the Monitor in obtaining the necessary additional credentials if so

requested);

F. I^dentify and-locate all money,-a,ssets, real property, and investments held by, or

for_the benefit of each of the MonitorshipDefendants 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

Monitorship Defendants and the Monitorship Relief Defendani;

I. Engage and employ the same persons as those employed in her capacity as

Receiver to assist her in carrying out her duties and r6sponsibilitiei as I\4onitor,

[PRoposED] ORDERAPPT. RrcsrvpReno 15 CASENO. 3:17-cv_00223

MourtoR

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 36 of 54
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Case 3:17-cv-00223-RS Document 100 Filed 031291L7 Page L7 of LB

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 first 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 eaph 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 ofsuch 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

[Pnoroseo] Onosn Appr. RECEIVER AND 16 CASE No. 3:17-cv-00223

MONIToR

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 37 of 54
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Case 3:17-cv-00223-RS Document l-00 Filed 031291L7 Page 18 of 18

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.

XVII. Bankruntcy Filins

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

enjoined from filing 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.

XV[I. 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 March 29 2017

Richard Seeborg

UNITED STATES DISTRICT ruDGE

[PRoposED] ORopn Appr, RECEIVER AND

MoNIToR

t7 CASE No. 3:17 -cv-00223

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 38 of 54
EXIIIBIT 2

009s89.0024\s694303. I

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 39 of 54
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009589.0024\52 I 6897. I

twlORDER EXHIBIT 2

3:17-CV-00223-RS

Case 3:17-cv-00223-RS Document 482 Filed O9l24lI8 Page 1 of 3

Elizabeth Berke-Dreyfuss (Bar No. I 14651)

Tracy Green (Bar N<i. 114S76)

WENDEL, ROSEN, BLACK & DEAN LLP

I I l1 Broadway, 24th Floor

Oakland, California 9 4607 -403 6

Telephone: (510) 834-6600

Fax: (510) 834-1928

Email : edreyfuss@wendel.com

Email : tgreen@wendel.com

Attorneys for Susan L. Uecker, Receiver

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

SECURITIES AND EXCHANGE

COMMISSION,

Case No. 3: 1 7-CV-00223-RS

Plaintiff,

VS IWORDER(I)

APPROVING PROPOSED CLAIM FORM

FOR NON-EB-s INVESTMENT CLAIMS

AGAINST RECEIVERSHIP ENTITIES;

(2) SETTING A CLAIMS BAR DATE FOR

SUBMISSION OF NON-EB-s

INVESTMENT CLAIMS; (3)

ESTABLISHING SUMMARY

PROCEDURES FOR RESOLUTION OF

DISPUTED CLAIMS

AS MODIFIED BY THE COURT

SAN FRANCISCO REGIONAL CENTER, LLC;

THOMAS M. HENDERSON; CALIFORNIA

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

CALLSOCKET II, L.P.; CALLSOCKET III,

L.P.; COMPREHENSIVE CARE OF

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

OAKLAND PLAZA, L.P.; CALLSOCKET,

LLC; CALLSOCKET II, LLC; CALLSOCKET

III, LLC; COMPREHENSIVE CARE OF

CALIFORNIA, LLC; IMMEDIA, LLC; and

NORTH AMERICA 3PL,LLC,

Defendants,

-andCALLSOCKET HOLDING COMPANY, LLC;

CALLSOCKET III HOLDING COMPANY,

LLC; BERKELEY HEALTHCARE

DYNAMICS, LLC; CENTRAL CALIFORNIA

FARMS, LLC; and JL GATEWAY, LLC,

Relief Defendants.

Date:

Time:

Place:

Judge:

September 27,2018

1:30 p.m.

Courtroom 3, 17th Floor

450 Golden Gate Ave.

San Francisco, CA 94102

The Hon. Richard Seeborg

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 40 of 54
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009589 0024\5216897 |

IPROPOSEDI ORDER 3:17-CV-00223-RS

Case 3:L7-cv-00223-RS Document 482 Filed 09/241L8 Page 2 of 3

This matter came before the Court on the Receiver Susan Uecker's Motion for Order (1)

Approving Proposed Claim Form for Claims Against Receivership Entities For Non-EB-5

Investment Claims; (2) Setting a Claims Bar Date for Submission of Claims (Other Than EB-5

Investment Claims); (3) Establishing Summary Procedures for Resolution of Disputed Claims

("Claim Process Motion"). The Court, having considered the Claims Process Motion, all

submissions filed in support of and in response thereto, and other pleadings filed in this action,

und finding that good cause exists to grant the motion, hereby orders as follows:

1. The Claim Process Motion is granted.

2. The Claim Form and Instructions attached as Exhibit A and the form of notice for

publication attached as Exhibit B to the Declaration of Susan L. Uecker filed in Support of the

Claims Process Motion are approved.

3. Other than claims of EB-5 investors arising from their EB-5 investment, the

deadline to submit Claim Forms to the Receiver shall be the first business day that is 60 days after

the entry of this order (ooClaims Bar Date"), with the Receiver to include the actual calculated date

in all notices and to file notice of such date with the Court. Any claim submitted after the Claims

Bar Date will be barred, except for claims of EB-5 investors arising from their EB-5 investment

which are preserved and deferred.

4. Disputes regarding claim amounts will be determined by this Court using summary

procedures as follows:

(a) The Receiver will evaluate claims received by the bar date against the

records of the Receivership Entities, the documents submitted with the claims, and other available

sources. If, after completing the review, the Receiver does not accept the claimant's asserted

claim amount, the Receiver will provide written notice to the claimant of the objection and the

basis therefore, and the Receiver's proposed claim amount. The Receiver will attempt to confer

with the claimant in an effort to resolve the claim dispute.

(b) As may be necessary and appropriate, the Receiver and claimants may seek

Court authority to conduct discovery pursuant to the Federal Rules of Civil Procedure and Local

Rules to assist in resolution of any claim dispute.

2

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 41 of 54
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009589.0024\52 I 6897. I

IPROPOSED] ORDER 3:17-CV-00223-RS

Case 3:l-7-cv-00223-Rs Document 482 Filed 09/24lL8 Page 3 of 3

(c) If differences or objections cannot be resolved informally, the Receiver will

submit a motion pursuant to Local Rule 7 for the Court's determination. Motions may take the

form of an omnibus objection motion or independent motions.

(d) In any such motion, the Receiver will identify the portion of the claim that

she believes is unobjectionable, the proposed allowed amount, and the factual and legal basis for

the Receiver's objection to the remaining claim amount. The Receiver will serve all relevant

claimants with the motion papers.

(e) Each claimant may file a response to the motion, and the Receiver may file

a reply as provided by the Local Rules.

. (0 To the extent that the Receiver's objections to claims have similar bases and

can be grouped according to the nature of the claim objections, groups of claims may be

determined in consolidated summary proceedings. In all events, the Receiver will provide each

claimant detailed notice about the nature of the objection and opportunity to respond.

IT IS SO ORDERED.

DATED: September 21, 2018

Richard Seeborg

Judge, United States District Court

J

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 42 of 54
EXHIBIT 3

009 589.0024\5 67 7 | 52.1

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 43 of 54
Non-lnvestor Claims

EXHIBIT 3A

All Submitted Claims Without Designation As

Disputed, Objected To, All'owed, Disallowed, or Subordinated

Accu-Tech Corporation

Adva ntag e Environmetal & Safety Services, lnc

Advantage Environmetal & Safetv Services, lnc

AmTrust North America, lnc.

on behalf of Wesco lnsurance Company

AmTrust North America, lnc.

on behalf of Security National lnsurance Company

AmTrust North America, lnc.

on behalf of National lnsurance Com

AmTrust North America, lnc.

on behalf of Security National lnsurance Company

Angel Keene

Casalina & Disston

Clement Chin

Clement Chin

Clement Chin

Clement Chin

Clement Chin

Darius Meyka deh (Copymat)

Ever-Clean Buildine Maintenance

Haynie & Company

i4Color, lnc.

J. C. Phelan and Son

1 FedRec/DistributionPlan/Exhibit 3A-Non-lnvestor Claims-REVISED-DsitributionPlan-toEBD-112119

EXHIBIT 3A

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 44 of 54
Non-lnvestor Claims

EXHIBIT 3A

All Submitted Claims Without Designation As

Disputed, Objected To, Allowed, Disallowed, or Subordinated

Ken Marg, Successor to SkYte c Security Services, LLC

Kevin Shimamoto

Kevin Shimamoto

Kevin Shimamoto

Kevin Shimamoto

Kevin Shimamoto

Kevin Shimamoto

Kevin Shimamoto

Kevin Shimamoto Clement Chin, Jennifer Bronson

Kyle Shimamoto

Pritzker Levine LLP

Red Star Holdines, LLC

R.P. Gallagher Associates, lnc.

SRI Nine Market Square LLC

State of California Franchise Tax Board

State of lndiana

State Water Resources Control Board

TechCompos e Solutions PVT. Ltd

Tipton Communitv Service District

Valley Pump & Dairy Svstem, lnc.

2

Fed Rec/Distribution Pla n/Exhibit 3A- Non-l nvesto r Clai ms-REVIS E D-Dsitribution Pla n-to EB D-112 1 19

EXHIBIT 3A

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 45 of 54
VCom Solutions

Vortex lndustries, lnc.

Vortex lndustries, lnc

WOMAC Properties lnc.

Non-lnvestor Claims

EXHIBIT 3A

UNSLCUKEU CKEUI I UK NAME

All Submitted Claims Without Designation As

Disputed, Objected To, Allowed, Disallowed, or Subordinated

Fed Rec/Distribution Pla n/Exhi bit 3A-Non-l nvestor Clai ms-REVISE D-Dsitribution Pla n-to EBD-112119

EXHIBIT 3A

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 46 of 54
ENTITY LAST NAME FIRST NAME

CallSocket LP CHEN SHAOLIN

CallSocket LP DU CHAO

CallSocket LP FAN SHUYI

CallSocket LP GUO WENJING

CallSocket LP HAN YUJING

CallSocket LP JIANG YUHUA

CallSocket LP LI FENG

CallSocket LP LI HONGMEI

CallSocket LP LI XIAOPING

CallSocket LP LIU QI

CallSocket LP LU CHUAN

CallSocket LP LUO LI

CallSocket LP MA SONGJUN

CallSocket LP MA WENLI

CallSocket LP MA XIAO

CallSocket LP QU YAN

CallSocket LP RAJAN RANJEET

CallSocket LP SHAO GANG

CallSocket LP SU HAIMING

CallSocket LP SUN WENJING

CallSocket LP TIAN ZHIQIANG

CallSocket LP WANG LUWEI

CallSocket LP WANG WEI

CallSocket LP WANG XUEBIN

CallSocket LP WEI JIANJUN

CallSocket LP WU YIFAN

CallSocket LP XIANG JT]N

CallSocket LP XU BO

CallSocket LP YANG BIN

CallSocket LP YU JIFENG

CallSocket LP YUAN ZHILIN

CallSocket LP ZENG XIANG

CallSocket LP ZHANG JING

CallSocket LP ZHANG SHUHONG

CallSocket LP ZHAO HONG

EXHIBIT 3B

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 47 of 54
ENTITY LAST NAME FIRST NAME

CallSocket II LP GUPTA AJAY

CallSocket II LP ZHUANG YU

CallSocket II LP NI YILING

CallSocket II LP LI XIN

CallSocket II LP CAI MENG

CallSocket II LP XUE JING

CallSocket II LP GUI HONGMIN

CallSocket II LP WANG JIANXIN

CallSocket II LP XIN CHLTNJIAN

CallSocket II LP NI PING

CallSocket II LP FANG XILIN

CallSocket II LP ZHU HONGMING

CallSocket II LP MA YUHONG

CallSocket II LP XU XIAOPING

CallSocket II LP LI XIAOJLTN

CallSocket II LP TANG SENJING

CallSocket II LP CAO YINYUN

CallSocket II LP LIU SUNHAI

CallSocket II LP PENG WENBIN

CallSocket II LP TAN WENBIN

CallSocket II LP ZHU NAN

CallSocket II LP LI ZHEN LIAN

CallSocket II LP ZHANG XIAOTING

CallSocket II LP HUANG ZHENGHUI

CallSocket II LP KOU YUANYUAN

CallSocket II LP LUO RONG

CallSocket II LP MA LI

CallSocket II LP NI YILAI

CallSocket II LP DONG SHAOYT'N

CallSocket II LP YUAN QINGJIANG

EXHIBIT 3C

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 48 of 54
ENTITY LAST NAME FIRST NAME

CallSocket III LP CHENG ZHEN

CallSocket III LP ZHU PEIJUN

CallSocket III LP LAN HONGYANG

CallSocket III LP LIU JIALI

CallSocket III LP SHAOQING ZENG

CallSocket III LP ZHAO LIXIA

CallSocket III LP CHEN LEI

CallSocket III LP PENG BAOYI

CallSocket III LP CHEN HAO

CallSocket III LP HAN CONGREN

CallSocket III LP HU QIAN

Callsocket III LP ZHAO RONG

CallSocket III LP CUI JINGXUAN

CallSocket III LP ZHENG NAN

CallSocket III LP YU YIQI

CallSocket III LP JING YI YAN

CallSocket III LP ZHOU TAO

CallSocket III LP LI SHENG

Callsocket III LP THI HONG DUNG NGUYEN

CallSocket III LP ZOU YONGPING

CallSocket III LP PING HAN

CallSocket III LP ZHAO YT]NHAO

CallSocket III LP ZHANG ZHIRUI

CallSocket III LP BING YE

CallSocket III LP YINGQIU CHEN

Callsocket III LP JIANRONG SLIN

CallSocket III LP YU WANG

CallSocket III LP WEIQING LING

CallSocket III LP WEIHUA V/U

CallSocket III LP YANG XIAOLING

CallSocket III LP YAN CHEN

CallSocket III LP NA HU

CallSocket III LP YINGXIN DONG

CallSocket III LP LIN TANG

CallSocket III LP XIAO XIA

CallSocket III LP JIFENG YANG

Callsocket III LP YINGPIN ZHANG

Callsocket III LP YIN JEK KIAN

CallSocket III LP LAN JIANG

EXHIBIT 3D

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 49 of 54
ENTIW LAST NAME FIRST NAME

NA3PL LP LIU YISHA

NA3PL LP CHU MIN

NA3PLLP ZHANG JIANMIN

NA3PL LP YANG BEI

NA3PL LP LI YUE

NA3PL LP ZHANG YONGHONG

NA3PL LP QU YANI

NA3PL LP ZHU CHUNMEI

NA3PL LP JIN TAO

NA3PL LP LI JUN

NA3PL LP PAN QI

NA3PL LP HE WENHONG

NA3PL LP WU TAO

NA3PL LP CAO YABIN

NA3PL LP HUANG YANJUN

NA3PL LP REN LEI

NA3PL LP cAo XICHEN

NA3PL LP ZHANG YAN

NA3PL LP SONG YANXIN

NA3PL LP GONG RUI

NA3PL LP MA CHUNHONG

NA3PL LP MA JIANYUE

NA3PL LP NGUYEN VINH SON

NA3PL LP NGUYEN THI THANH THUY

NA3PL LP TU THI LAN

NA3PL LP HONG SASHUANG

NA3PL LP DING YANQIN

NA3PL LP DAI WEI

NA3PL LP WANG QIQI

NA3PL LP LU KUN

NA3PL LP FUDUAN CHEN

NA3PL LP HUANG JINGUANG

NA3PL LP LI CONG

NA3PL LP HUANG GUIYUAN

NA3PL LP LIU GAOYUN

NA3PL LP TIAN SHUANG

NA3PL LP XIANG JIN

NA3PL LP LI YURUO

NA3PL LP YANG SHU

NA3PL LP LIU SHENGLI

NA3PL LP LIANG XUECHLIN

EXHIBIT 3E

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 50 of 54
ENTIW LAST NAME FIRST NAME

West OaklandPlazaLP GU TAO

West OaklandPlazaLP ZWJ XUEHONG

West OaklandPlazaLP ZHENG ZHAOXIA

WestOaklandPlazaLP WANG YONG

I

EXHIBIT 3F

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 51 of 54
ENTITY LAST NAME FIRST NAME

Califomia Gold Medal LP PAN XIAOQING

California Gold Medal LP ZHANG XIN

California Gold Medal LP QIAN JUN

California Gold Medal LP ZHANG YATING

California Gold Medal LP JIA YUMEI

California Gold Medal LP SHAO JINGYI

California Gold Medal LP HE LINJIN

California Gold Medal LP YU XIAODING

California Gold Medal LP WU XIUCHUN

Califomia Gold Medal LP FENG JIE

Califomia Gold Medal LP HUANG XIAO

California Gold Medal LP XIA TAO

California Gold Medal LP WANG YINGHUI

California Gold Medal LP SUI ZONGYUAN

California Gold Medal LP LUAN QINGPING

Califomia Gold Medal LP LI WEN

EXHIBIT 3G

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 52 of 54
STATEMENT OF CLAIM.INVESTOR

SBcuRTTTBS AND EXCHANGE CoMMISSION VS. SAN FN,q.NCTSCO REGIONAL CENTER ET AL

United States District Court Northern CA Receivership Case #3:17-cv-00223-RS

PROJECT: Check EB5 Investment Entity:

Callsocket, L.P.

Callsocket II L.P.

Callsocket III L.P.

NA3PL L.P.

West OaklandPlazaL.P.

California Gold Medal L.P

(Claimant Class 3B)

(Claimant Class 3C)

(Claimant Class 3D)

(Claimant Class 3E)

(Claimant Class 3F)

(Claimant Class 3G)

INVESTOR NAME:

(Please Print)

INVESTOR WAC #:

INVBSTOR EMAIL ADDRESS:

(Please Print)

INVESTOR CAPITAL CONTRIBUTION: $ Date Investment Made:

Pursuant to the Receiver's Proposed Distribution Plan, Investors in the above referenced EB5 New

Commercial Enterprise entitiei shall be entitled to an Investor Claim for Capital Contribution up to

$500,000.00. IN Ononn ro lsspnr youn INvnsron Cu.wt AND TO ENSURE RECEIPT OF

PAYMENT, THIS COMPLETED FORM MUST BE RECEIVED BY THE RECEIVER. SUSAN L. UECKER. ON OR

BEFoRE: TIF.CEMRF.R31.20lq

COMPLETED FORM MAY BE EMAILED (suecker@ueckerassoc.com) BUT ORIGINAL FORM MUST BE

RECEIVED AT BELOW ADDRESS BEFORE ANY DTSTRIBUTION MAY BE MADE.

I hereby request any and all Distributions under the Court approved Distribution Plan be

n Wired as follows: OR I Check Mailed USPS as follows:

Beneficiary Name:

Beneficiary Account Number

Beneficiary Bank Name:

Beneficiary Bank Address:

Payee Name:

Mailing Address

Beneficiary Bank Routing Number:

Beneficiary Bank Swift Code:

Investor Signature Print Investor Name

THIS COMPLETED FORM MUST BE ACCOMPANIED BY

NOTARY ACKNOWLEDGEMENT OR EQUIVALENT CERTIFICATION

SUBSTANTIALLY IN ONE OF THE FORMS ATTACHED

RETURN ORIGINAL FORM TO: Susan L. Uecker, Receiver

1613 Lyon Street, Suite A

San Francisco, California 94115 USA

009589.0024\5575819,1 reanectCreditorClaims/ClaimFormlnvestor-REVIsEDwEBDedits-08l9l9.doc

EXHIBIT 3H

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 53 of 54
ACKNOWLEDGMENT

State of

County of

On before me,

(Date) (insert name and title of the officer)

personally appeared ,

who provedio r. on tn" U*ir of *tirtu.tory.ruiO.o"" rc be the person(s) whose name(s) is/are subscribed to

the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized

capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of

which the person(s) acted, executed the instrument.

I certiff under PENALTY OF PERJURY under the laws of the State of that the foregoing

paragraph is true and correct.

WITNESS my hand and official seal

Signature (Seal)

A notary public or other officer completing this certificate verifies only the identity of the individual who

signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that

document.

OR

APOSTILLE

CITY/COUNTY/COUNTRY:

THIS DOCUMENT

HAS BEEN SIGNED 8Y..........

BEARS THE SEAL/STAMP OF

1

2

3

CERTIFIED

AT 5. THE

BY

NO.

4.

6.

1

8. SEAL/STAMP 9. SIGNATURE

009589,0024\5575819.1 pedneclcreditorClaims/ClaimForm-lnvestor-REVISEDwEBDedits-08l9l9.doc

EXHIBIT 3H

Case 3:17-cv-00223-RS Document 711 Filed 12/19/19 Page 54 of 54