Michael Gerard Fletcher (State Bar No. 070849) FRANDZEL ...€¦ · Technologies, Inc. (Delaware), Identify, LLC, Advance Men’s Institute Prolongz LLC, Run Away Productions, LLC,

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3513230.4 | 078410-0061 Case No. 5:18-cv-02104-SJO-PLANOTICE OF MOTION AND MOTION OF RECEIVER ROBB EVANS & ASSOCIATES LLC FOR AN ORDER

APPROVING SETTLEMENT BETWEEN RECEIVER AND THIRD-PARTY INTER/MEDIA, ETC.

Michael Gerard Fletcher (State Bar No. 070849) [email protected] Craig A. Welin (State Bar No. 138418) [email protected] Hal D. Goldflam (State Bar No. 179689) [email protected] FRANDZEL ROBINS BLOOM & CSATO, L.C. 1000 Wilshire Boulevard, Nineteenth Floor Los Angeles, California 90017-2427 Telephone: (323) 852-1000 Facsimile: (323) 651-2577 Attorneys for Receiver ROBB EVANS AND ASSOCIATES LLC

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION

FEDERAL TRADE COMMISSION,

Plaintiff,

v. JASON CARDIFF, etc., et al.,

Defendants.

Case No. 5:18-cv-02104-SJO-PLA NOTICE OF MOTION AND MOTION OF RECEIVER ROBB EVANS & ASSOCIATES LLC FOR AN ORDER APPROVING SETTLEMENT BETWEEN RECEIVER AND THIRD-PARTY INTER/MEDIA TIME BUYING CORPORATION; MEMORANDUM OF POINTS AND AUTHORITIES Date: March 2, 2020 Time: 10:00 a.m. Place: Courtroom 10C, West 1st Street Judge: Hon. S. James Otero

Case 5:18-cv-02104-SJO-PLA Document 274 Filed 01/31/20 Page 1 of 23 Page ID #:12986

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3513230.4 | 078410-0061 2 Case No. 5:18-cv-02104-SJO-PLANOTICE OF MOTION AND MOTION OF RECEIVER ROBB EVANS & ASSOCIATES LLC FOR AN ORDER


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TO: THE HONORABLE S. JAMES OTERO, UNITED STATES DISTRICT

JUDGE, THE PARTIES TO THIS ACTION, AND TO ALL KNOWN

CREDITORS AND OTHER PARTIES IN INTEREST:

PLEASE TAKE NOTICE that on March 20, 2020, at 10:00 a.m., or as soon

thereafter as the parties may be heard in Courtroom 10C of the above-entitled court

located at 350 West 1st Street, Tenth Floor, Los Angeles, California 90012, Robb

Evans & Associates LLC, as Receiver of Redwood Scientific Technologies, Inc.

(California), Redwood Scientific Technologies, Inc. (Nevada), Redwood Scientific

Technologies, Inc. (Delaware), Identify, LLC, Advance Men’s Institute Prolongz

LLC, Run Away Productions, LLC, Carols Place Limited Partnership, and each of

their subsidiaries, affiliates, successors, and assigns, and of assets of Jason Cardiff

and Eunjung Cardiff, will and hereby does move the Court for an order approving

the Settlement Agreement and Release (“Settlement”) dated as of January 21, 2020,

by and between the Receiver and third-party Inter/Media Time Buying Corporation

(“Inter/Media”), who is a judgment creditor of Jason Cardiff and Eunjung Cardiff.

A copy of the Settlement is attached as Exhibit 1 to the accompanying Declaration

of Brick Kane filed in support of this motion.

In summary, pursuant to the Settlement, (i) the Receiver shall move the Court

for an order authorizing the Receiver to conduct a sale of the real property

commonly known as 700 West 25th Street, Upland, California 91784, which is the

residence of Jason Cardiff and Eunjung Cardiff and vested to them as trustees of

Receivership Entity, Carols Place Trust (“Trust”) (“Residence”) (the Receiver’s

motion for such an order is filed and served concurrently herewith and is scheduled

to be heard concurrently with the instant motion), and (ii) in the event that an actual

sale of the Residence is approved by the Court (including the sales price thereof),

then Inter/Media will receive fifty percent of the Net Sale Proceeds (as that term is

defined in Section 7 of the Settlement) in full satisfaction of its claims that pursuant

to a recorded abstract of judgment issued in a state court action entitled Inter/Media


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v. Redwood etc. et al., Los Angeles County Superior Court Case No. LC102377,

along with its pending claimed fraudulent transfer of the Residence to Jason Cardiff

and Eunjung Cardiff as trustees of the Trust to avoid the Inter/Media Judgment,

which matter is pending in that certain state court action entitled Inter/Media v.

Jason Cardiff and Eunjung Cardiff, Los Angeles County Superior Court Case No.

LC107302, that Inter/Media has a judgment lien that attached to the Residence and

is senior to the Receiver’s lien over the Residence, with the balance of the Net Sale

Proceeds to the receivership estate. Additional material terms and conditions of the

Settlement are specified therein.

Conditions precedent to the effectiveness of the Settlement are: by March 31,

2020, the Court (i) enters an order approving the Settlement, and (ii) enters an order

authorizing the Receiver to conduct a sale of the Residence (but not addressing at

that time the Court’s ultimate approval of the buyer and confirmation of the sale of

the Residence).

To the extent L.R. 7-3 applies to this motion, the Receiver has complied with

same. See Declaration of Hal D. Goldflam.

This motion is based upon this notice and the attached memorandum of points

and authorities, the concurrently filed Declarations of Brick Kane and Hal D.

Goldflam and exhibits thereto, the concurrently filed request for judicial notice and

exhibits thereto, and upon the pleadings, records and files of this case of which the

Receiver requests the Court take judicial notice, and upon all other further

pleadings, oral and documentary evidence and argument of counsel as may be

presented by the Receiver at or before the time of the hearing on this motion.

PLEASE TAKE FURTHER NOTICE that a copy of this motion and

supporting declarations and exhibits are posted on the Receiver’s website at

https://www.robbevans.com/find-a-case/redwood-scientific-technologies-inc-et-al/

where they may be reviewed in their entirety. This motion and the attached

memorandum of points and authorities, and the concurrently filed declarations and


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request for judicial notice are being served on all parties herein. While a copy of

this motion and the attached memorandum of points and authorities is being served

on all known creditors and interested parties (see attached Service List), these third-

parties may obtain copies of the supporting declarations and request for judicial

notice by accessing the Receiver’s website or by sending a written request to: Robb

Evans & Associates LLC, 11450 Sheldon Street, Sun Valley, California 91352-

1121; Telephone (818) 768-8100; Facsimile: (818) 768-8802.

Dated: January 31, 2020 FRANDZEL ROBINS BLOOM & CSATO, L.C. MICHAEL GERARD FLETCHER CRAIG A. WELIN HAL D. GOLDFLAM

By: /s/ Michael Gerard Fletcher MICHAEL GERARD FLETCHER

Attorneys for Receiver ROBB EVANS & ASSOCIATES LLC


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TABLE OF CONTENTS

Page

I. INTRODUCTION ............................................................................................. 8

II. CHRONOLOGICAL SUMMARY OF RELEVANT FACTS ......................... 9

III. THE RECEIVER’S AND INTER/MEDIA’S CONTENTIONS REGARDING THE RESIDENCE .................................................................. 12

IV. THE PROPOSED SETTLEMENT ................................................................. 13

V. THE SETTLEMENT IS FAIR AND SHOULD BE APPROVED ................ 14

A. The Receiver’s Authority to Enter into the Settlement ........................ 14

B. The Settlement Agreement Is Well Within the Range of Reasonableness. .................................................................................... 18

VI. CONCLUSION ............................................................................................... 19


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TABLE OF AUTHORITIES

Page(s)

Federal Cases

Girsh v. Jepson, 521 F. 2d 153 (3rd Cir. 1975) ............................................................................. 16

Gordon v. Dadante, 336 Fed. Appx. 540 (6th Cir. 2009) ....................................................... 14, 15, 16

Gordon v. Dadante, No. 1:05CV2726, 2008 WL 1805787 (N.D. Ohio 2008), aff’d 336 Fed. Appx. 540 ................................................................................................... 16

In re Iridium Operating LLC, 478 F.3d 452 (2d Cir. 2007) ............................................................................... 17

Newman v. Stein, 464 F.2d 689 (2d Cir. 1972) ............................................................................... 18

Protective Committee for Independent Stockholders of TMT Trailer Perry, Inc. v. Anderson, 390 U.S. 414, 88 S.Ct. 1157 (1968) ............................................................. 17, 18

Securities and Exchange Commission v. Arkansas Loan and Thrift Corp., 427 F.2d 1171 (8th Cir. 1970) ............................................................................ 15

Securities and Exchange Commission v. Credit Bancorp, Ltd., No. 99 Civ. 11395, 2002 WL 1792053 (S.D.N.Y. August 2, 2002) ............ 14, 15

Securities and Exchange Commission v. Parish, 2010 U.S. Dist. LEXIS 11786 (D.S.C. 2010) .................................................... 15

Securities and Exchange Commission v. Princeton Economic International, Inc., No. 99 Civ. 9667, 2002 WL 206990 (S.D.N.Y. February 8, 2002) ............. 14, 16

Sterling v. Stewart, 158 F.3d 1199 (11th Cir. 1998) .................................................................... 14, 15


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In re W.T. Grant Co., 699 F.2d 599 (2d Cir. 1983) ............................................................................... 18

Federal Statutes

Federal Trade Commission Act, 15 U.S.C. § 45(a)................................................... 9

Other Authorities

3 Clark, Ralph Ewing, A Treatise on the Law and Practice of Receivers, § 770 (3d ed. 1992) ........................................................................... 15


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MEMORANDUM OF POINTS AND AUTHORITIES

I. INTRODUCTION

The real property commonly known as 700 West 25th Street, Upland,

California 91784, which is the residence of Defendants Jason Cardiff and Eunjung

Cardiff (“Cardiffs”) and vested to them as trustees of Receivership Entity, Carols

Place Trust (“Trust”) (“Residence”), is Receivership Property pursuant to, among

other orders of the Court, the Preliminary Injunction with Asset Freeze, Receiver,

and Other Equitable Relief Against Redwood Scientific Technologies, Inc. (CA),

etc. Appointment of a Receiver, and Other Equitable Relief, entered on November 8,

2018. [Doc. No. 46.]

As discussed in further detail below, third-party Inter/Media Time Buying

Corporation (“Inter/Media”) claims it is a pre-receivership judgment creditor of the

Cardiffs and claims to be a lien holder as to the Residence. Inter/Media also claims

that its claimed lien in the Residence is superior the claimed liens and rights of the

Receiver and Receivership Estate as to the Residence. The Receiver and

Inter/Media dispute each other’s claimed lien interests in the Residence; however,

they do not dispute and the evidence shows that the value of the Residence is less

than the total claims secured by liens against it, whether held separately by the

Receiver or by Inter/Media. Thus, the Residence should be sold at this time to

preserve the limited equity value existing in the Residence (after considering the

outstanding mortgage loan and real property tax amounts, for the Receiver and

Inter/Media.

As set forth above in the notice of motion, the Receiver and Inter/Media have

entered into a Settlement Agreement and Release dated as of January 21, 2020

(“Settlement”), a true and correct copy of which is attached to the accompanying

Declaration of Brick Kane (“Kane Decl.”) as Exhibit 1. In short, the Settlement

provides that event that an actual sale of the Residence is approved by the Court

(including the sales price thereof), then Inter/Media will receive fifty percent of the


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Net Sale Proceeds (as that term is defined in Section 7 of the Settlement) with the

Receivership Estate to receive the remainder.

The Settlement is subject to this Court’s approval by March 31, 2020, as well

as this Court entering an order by March 31, 2020, authorizing the Receiver to

conduct a sale of the Residence (but ultimate Court-approval of the buyer and

confirmation of the sale of the Residence may occur at any time thereafter).

For the reasons specified below, the Court should approve the Settlement.

II. CHRONOLOGICAL SUMMARY OF RELEVANT FACTS

A. On March 27, 2017, a Judgment Pursuant to Stipulation in favor of

Inter/Media and against the Cardiffs, among others, was entered in the state court

action captioned as Inter/Media Time Buying Corporation v. Run Away Products,

LLC, etc., et al, Los Angeles County Superior Court Case No. LC102377 (“State

Action”). See Judgment Pursuant to Stipulation (“Inter/Media Judgment”), Exhibit

A to the concurrently filed Request for Judicial Notice (“RJN”).

B. On June 16, 2017, Inter/Media recorded in the Official Records of San

Bernardino as document no. 2017-0247961 an Abstract of Judgment issued in the

State Action. See Abstract of Judgment, RJN. Exh B.

C. On May 29, 2018, Inter/Media brought a state court action against the

Cardiffs, in their individual capacities and as co-trustees of Carols Place Trust dated

January 17, 2017, among others, concerning the claimed fraudulent transfer of

Residence, captioned as Inter/Media Time Buying Corporation v. Jason Edward

Thomas Cardiff, etc., et al., Los Angeles County Superior Court Case No.

LC107302 (“Fraudulent Transfer Action.”). See Fraudulent Transfer Action, RJN,

Exh. C. In connection therewith, Inter/Media recorded a Notice of Pendancy of

Action (Lis Pendens) (“Lis Pendens”) against the Residence. See Lis Pendens RJN,

Exh. D.

D. On October 10, 2018, the Federal Trade Commission (“FTC”) initiated

this action alleging violations of the Federal Trade Commission Act, 15 U.S.C. §


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45(a), among other alleged violations of federal laws and regulations.

E. On October 10, 2018, the Court issued its Ex Parte Temporary

Restraining Order with Asset Freeze, Appointment of a Temporary Receiver, and

Other Equitable Relief, and Order to Show Cause Why a Preliminary Injunction

Should Not Issue (“Temporary Restraining Order”), whereby the Court appointed

Robb Evans & Associates LLC as the Temporary Receiver of the Receivership

Entities and of the assets of Jason Cardiff and Eunjung Cardiff as more

particularized therein. [Doc. No. 1.]

F. On October 24, 2018, the Court entered its Preliminary Injunction with

Asset Freeze, Receiver, and Other Equitable Relief Against Redwood Scientific

Technologies, Inc. (CA), etc. Appointment of a Receiver, and Other Equitable

Relief, whereby the Court ordered that Robb Evans & Associates LLC shall

continue to serve as the Receiver of the Receivership Entities with full powers of an

equity receiver. [Doc. No. 46.]

G. On October 24, 2018, the Court entered its Order Extending Temporary

Restraining Order and Granting Continuance of Preliminary Injunction Hearing for

Defendants Jason Cardiff and Eunjung Cardiff and Ordering them to Return Assets.

[Doc. No. 48.]

H. On November 8, 2018, the Court entered its Preliminary Injunction

with Asset Freeze, Receiver, and Other Equitable Relief Against Jason Cardiff and

Eunjung Cardiff (“Preliminary Injunction”), whereby the Court ordered that Robb

Evans & Associates LLC shall continue to serve as the Receiver of the Receivership

Entities and of the Assets of Defendants Jason Cardiff and Eunjung Cardiff, as more

particularized therein, with full powers of an equity receiver. [Doc. No. 59.]

Part XV. of the Receivership Order provides, in pertinent part, that the

Receiver:

shall continue to serve as the Receiver of the Receivership Entities and of the Assets of Defendants Jason Cardiff and Eunjung Cardiff that are:


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1. Owned, controlled, or held by or for the benefit of Defendant Jason Cardiff or Defendant Eunjung Cardiff, in whole or in part; 2. In the actual or constructive possession of Defendant Jason Cardiff or Defendant Eunjung Cardiff; or 3. Owned, controlled, or held by, or in the actual or constructive possession of, or otherwise held for the benefit of, any corporation, partnership, trust, or other entity directly or indirectly owned or controlled by Defendant Jason Cardiff or Defendant Eunjung Cardiff;

with full powers of an equity receiver. The Receiver shall be solely the agent of this Court in acting as Receiver under this Order.

Pursuant to Preliminary Injunction, Section XXI., Inter/Media is enjoined

from continuing to prosecute the Fraudulent Transfer Action. Consequently, The

Fraudulent Transfer Action has been and remains stayed.

Inter/Media warrants and represents to the Receiver that as November 15,

2019 the balance owed on the Inter/Media Judgment is $817,330.47. See

Settlement, § 16, Kane Decl., Exh. 1.

It is undisputed in this action that the Cardiffs reside at the Residence, and

that the Cardiffs, as Trustees of the Jurikel Family Trust, transferred the Residence

to themselves as Trustees of the Carols Place Trust in early 2017. See Warranty

Deed, recorded in Office Records, County of San Bernardino as document no. 2017-

0054395 on February 7, 2017, RJN, Exh. E. As specified in the Background

Information document for the Trust signed by Jason Cardiff this past July and

provided to the Receiver, Cardiff, as Trustee of the Trust values the Residence at

$1,600,000,1 states that the current loan balance is $1,510,000 (lender: Mr. Cooper

1 The Receiver contends the value of the Residence is higher than $1,600,000

based on the opinions of value contained in the three appraisal reports procured by the Receiver after the Court entered its order granting the Receiver’s motion to allow the Receiver and its appraisers access the Residence. [Doc. No. 162.] For the reasons specified in the Receiver’s concurrently filed motion for an order authorizing the Receiver to market and sell the Residence, the Receiver should not be required to disclose the appraisers’ opinions of value until the time the Receiver


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(fka Nationstar Mortgage)), and that the monthly payment due is $12,152.36. See

Kane Decl., ¶ 15, Exh. 2. The mortgage payments are not being made by the

Cardiffs and, as of December 4, 2019, the balance due to the lender is $1,528.671.

See Kane Decl. ¶ 16, Exhs. 3, 4.

III. THE RECEIVER’S AND INTER/MEDIA’S CONTENTIONS

REGARDING THE RESIDENCE

Based upon the Receiver’s appointment in this action, including the terms of

the TRO and Preliminary Injunction, the Receiver claims it became a lien creditor

over all of the Receivership Property (as that term is defined in the TRO and

Preliminary Injunction), including Receivership Property of the Cardiffs and the

Trust, such as the Residence.

Inter/Media claims it is a judgment creditor of the Cardiffs by virtue of the

Inter/Media Judgment entered in the State Action. Inter/Media claims that based on

the Inter/Media Judgment, the Abstract of Judgment, the Lis Pendens, and the

Fraudulent Transfer Action, Inter/Media is a lien holder as to the Residence, which

lien it claims to be superior to the liens and rights of the Receiver and the

receivership estate as to the Residence (“Inter/Media Residence Claims”).

The Receiver disputes the Lien and Inter/Media Residence Claims. In

particular, the Receiver disputes that Inter/Media has obtained any lien over the

Residence. The Receiver further claims and asserts (which Inter/Media disputes)

that by operation of law the Receiver owns and controls all fraudulent transfer

and/or avoidance actions as to the Residence held by any creditor or claimant of

Jason and Eunjung, and any other assets of Jason and Eunjung, including without

limitation as to the Inter/Media Fraudulent Transfer Action.

The outstanding disputes between the Receiver and Inter/Media are

seeks an order approving and confirming the sale of the Residence pursuant to a purchase and sale agreement between the Receiver and a prospective purchaser.


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precluding a motion by the Receiver for authority to sell the Residence (e.g., the

Receiver should not move to sell the Residence if the Inter/Media Residence Claims

are valid). The parties hereto have examined the various claims and contentions of

the Receiver and of Inter/Media in detail, and while each disagrees with the other

about the Residence and the respective claims and contentions about to which the

equity in the Residence belongs, both agree that there is no equity in the Residence

for the Cardiffs, based on the claimed liens against it, that preservation of the equity

in the Residence for creditors of the Cardiffs is a paramount concern, and that it

would not be cost effective for the Receiver and Inter/Media to litigate their

differences and disputes to a final determination, conclusion, and judgment.

Additionally, there are the ever present risks to each of the parties of adverse rulings

and of the fees, costs, and expenses of resolving these disputes through a litigated

solution.

IV. THE PROPOSED SETTLEMENT

As discussed in further detail the Settlement, its effectiveness is subject to the

Court (i) approving the Settlement and (ii) authorizing the Receiver to market and

sell the Residence, subject the sale, including sales price, being approved and

confirmed by this Court after the Receiver enters into a purchase and sale agreement

with a prospective purchaser. In the event that the actual sale of the Residence is

approved by the Court, then Inter/Media agrees to accept fifty percent of the Net

Sale Proceeds2 in full satisfaction of the Lien, which shall be paid to Inter/Media

2 The term “Net Sale Proceeds” means the gross sales proceeds from the Sale of the Residence less any consensual liens on the Residence senior in priority to the Inter/Media Lien, assuming it is a valid lien, any lien for due and unpaid real property taxes on the Residence, any unpaid assessments on the Residence, any commissions due to brokers in connection with the sale of the Residence, the Seller’s portion of any accruals to be paid upon the closing of the Sale, and escrow and title fees associated with the Sale.


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through and at the close of escrow, from the sale of the Residence by the Receiver,

in full satisfaction of the Inter/Media Residence Claims; provided, however, that

Inter/Media’s acceptance of the agreed percentage of the Net Sale Proceeds shall not

otherwise prejudice Inter/Media’s remaining claim against the Cardiffs and does not

satisfy the Inter/Media Judgment in full. The portion of the Net Sales Proceeds

received by Inter/Media shall be a credit against the Inter/Media Judgment.

V. THE SETTLEMENT IS FAIR AND SHOULD BE APPROVED

A. The Receiver’s Authority to Enter into the Settlement

Pursuant to the Preliminary Injunction at Section XVI, the Court ordered that

the Receiver is directed and authorized to accomplish the following:

D. Conserve, hold, mange, and prevent the loss of all Receivership Property, and perform all acts necessary or advisable to preserve the value of those assets. . . . (Emphasis added);

L. Prevent the inequitable distribution of Assets . . . .;

N. Institute, compromise, adjust, appear in, intervene in, defend, dispose of, or otherwise become a party to any legal action in state, federal or foreign courts or arbitration proceedings as the Receiver deems necessary and advisable to preserve or recover the Assets of the Receivership Entities, or to carry out the Receiver’s mandate under this Order, including, but not limited to, actions challenging fraudulent or voidable transfers.

A settlement by a receiver in a federal equity receivership is within the

receiver’s broad discretion and should be approved if it is fair. Gordon v. Dadante,

336 Fed. Appx. 540 (6th Cir. 2009); Securities and Exchange Commission v. Credit

Bancorp, Ltd., No. 99 Civ. 11395, 2002 WL 1792053 at *4-5 (S.D.N.Y. August 2,

2002); Securities and Exchange Commission v. Princeton Economic International,

Inc., No. 99 Civ. 9667, 2002 WL 206990 at *1 (S.D.N.Y. February 8, 2002).

“[R]eceivers benefit from the general presumption that district courts favor

settlements.” Sterling v. Stewart, 158 F.3d 1199, 1202 (11th Cir. 1998).

A district court’s determination of the fairness of a settlement by a receiver is

subject to the sound discretion of the court and will be overturned only on a clear


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showing of abuse of discretion. Gordon v. Dadante, 336 Fed. Appx. at 545 (holding

that district court did not abuse its discretion in approving settlement agreement

entered into by a receiver); Sterling v. Stewart, 158 F.3d at 1202 (quoting Bennett v.

Behring, 737 F.2d 982, 986 (11th Cir. 1984)); Securities and Exchange Commission

v. Arkansas Loan and Thrift Corp., 427 F.2d 1171, 1172 (8th Cir. 1970) (no abuse

of discretion in trial court’s approval of receiver’s settlement on fidelity bond

claim).

A receiver’s authority to settle claims is inherent in the charge to an equity

receiver to collect assets:

Since the court has authority to authorize the receiver to collect assets of a corporation, it has the further authority to authorize the receiver to sue to collect the assets of the corporation. It naturally follows, as a necessary corollary of the foregoing, that the receiver has the power, when so authorized by the court, to compromise claims either for or against the receivership and whether in suit or not in suit.

3 Clark, Ralph Ewing, A Treatise on the Law and Practice of Receivers, § 770, p.

1424 (3d ed. 1992) (cited with approval in Securities and Exchange Commission v.

Credit Bancorp, Ltd., 2002 WL 1792053 at *4 (S.D.N.Y. August 2, 2002)).

Settlement of claims by a receiver furthers the purposes of an equity receivership to

marshal the estate’s assets for the benefit of injured creditors. Securities and

Exchange Commission v. Parish, 2010 U.S. Dist. LEXIS 11786 at *18-19 (D.S.C.

2010) (receiver’s proposed settlement approved by the court, finding the settlement

was “consistent with and furthers the purposes of the receivership”).

No particular procedure applies to approval of a settlement under federal law

in an equity receivership. See, Gordon, 336 Fed. Appx. at *548-49. “[N]o federal

rules prescribe a particular standard for approving settlements in the context of an

equity receivership; instead, a district court has wide discretion to determine what

relief is appropriate.” Gordon, 336 Fed. Appx. at *549. Nevertheless, courts in

receivership proceedings have looked to decisions in other legal contexts, such as

bankruptcy cases or class action lawsuits, for factors that may be weighed to reach


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an informed decision that the proposed settlement is fair and reasonable. For

example, the standard for approval of a settlement by a receiver and the factors that

should be weighed in assessing the fairness of the settlement were described in

Securities and Exchange Commission v. Princeton Economic International, Inc.,

2002 WL 206990 at *1:

A settlement proposed by a temporary or permanent receiver warrants approval if the district court finds that the proposed settlement is fair. [Citations omitted.] Moreover, the Court should consider “whether such action is prudent in the administration of the assets of the estate” and should balance and weigh various factors including, inter alia: (1) the probable validity of the claim; (2) the apparent difficulties attending its enforcement through the courts; (3) the collectability of judgment thereafter; (4) the delay and expenses of the litigation to be incurred; and (5) the amount involved in the compromise.” Securities and Exchange Commission v. Arkansas Loan & Thrift Corp., 297 F.Supp. 73, 78 (W.D. Ark. 1969) (citation omitted), aff’d 427 F.2d 1171 (8th Cir. 1970).

In Gordon v. Dadante, 336 Fed. Appx. 540, the Sixth Circuit rejected the

contention that the district court abused its discretion by failing to explicitly

consider all of the factors courts analyze in approving class action settlements as set

forth in Girsh v. Jepson, 521 F. 2d 153, 157 (3rd Cir. 1975). In concluding the

district court correctly determined that it was not obligated to consider each of the

Girsh factors, the Sixth Circuit noted that the district court in Gordon referred to the

factors in Girsh as being a “useful guide.” Gordon v. Dadante, 336 Fed. Appx. at

*548. The district court in Gordon cited the Girsh factors generally in its

consideration of the settlement in that case, including the following factors that are

relevant here: (1) the complexity, expense and potential length of the litigation; (2)

the response to the proposed settlement by the potential beneficiaries of the

settlement; (3) the risks of establishing liability and damages at trial; (4) the “range

of reasonableness” of the amount of the settlement in comparison to the maximum

potential recovery; and (5) the “range of reasonableness” of the amount of the

settlement in relation to the potential risks of litigation. Gordon v. Dadante, No.


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1:05CV2726, 2008 WL 1805787 n. 12 at *13 (N.D. Ohio 2008), aff’d 336 Fed.

Appx. 540.

The standards for approval of settlements in bankruptcy may also provide an appropriate analogy and list of factors to consider in approving a settlement in a receivership as “fair,” and courts in class actions also look to those factors in reviewing proposed settlements. See Newman v. Stein, 464 F.2d 689, 692, n. 6 (2d Cir. 1972) (citing the standards set forth by the United States Supreme Court for approval of settlements in bankruptcy in Protective Committee for Independent Stockholders of TMT Trailer Perry, Inc. v. Anderson, 390 U.S. 414, 88 S.Ct. 1157 (1968)). The factors cited in TMT Trailer and subsequent bankruptcy decisions that should be considered by the bankruptcy court in reviewing and approving a proposed compromise in bankruptcy were summarized by the Court of Appeals for the Second Circuit:

Those interrelated factors are: (1) the balance between the litigation’s possibility of success and the settlement’s future benefits; (2) the likelihood of complex and protracted litigation, “with its attendant expense, inconvenience and delay,” including the difficulty of collecting on the judgment; (3) the “paramount interests of the creditors,” including each affected class’s relative benefits “and the degree to which creditors either do not object to or affirmatively support the proposed settlement”; (4) whether other parties in interest support the settlement; (5) the “competency and experience of counsel” supporting, and “[t]he experience and knowledge of the bankruptcy court judge” reviewing, the settlement; (6) “the nature and breadth of releases to be obtained by officers and directors”; and (7) “the extent to which the settlement is the product of arm’s length bargaining.” [Citations omitted.]

In re Iridium Operating LLC, 478 F.3d 452, 462 (2d Cir. 2007).

Relying on the standards established in the TMT Trailer decision, the Court of

Appeals for the Second Circuit also explained the role played by the bankruptcy

judge in determining whether to approve a settlement in a leading bankruptcy case:

In undertaking an examination of the settlement, we emphasize that this responsibility of the bankruptcy judge, and ours upon review, is not to decide the numerous questions of law and fact raised by appellants but rather to canvass the issues and see whether the settlement “fall[s] below the lowest point in the range of reasonableness” [Citations omitted].


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In re W.T. Grant Co., 699 F.2d 599, 608 (2d Cir. 1983). In W.T. Grant, the court

emphasized that the bankruptcy judge was not required “to determine whether the

settlement was the best that could have been obtained, something that neither he nor

we can ever know.” Id. at 613.

Thus, under the standard for approval of a settlement in bankruptcy, while the

court reviewing the proposed settlement must apprise itself of the facts and issues

necessary “to compare the terms of the compromise with the likely rewards of

litigation” (TMT Trailer v. Anderson, 390 U.S. at 425), the settlement hearing must

not be turned into a trial or mini-trial since that would defeat one of the key

purposes of the settlement, which is avoiding costly and wasteful litigation.

Newman v. Stein, supra, 464 F.2d at 692.

B. The Settlement Agreement Is Well Within the Range of

Reasonableness.

The Receiver believes that the Settlement is fair settlement for the

receivership estate and well within the “range of reasonableness” standard to be

utilized by the Court in determining whether it should be approved. The settlement

is a reasonable compromise of disputed claims between Inter/Media and the

Receiver. The settlement avoids expensive litigation that would be involved in

defending against the Inter/Media Residence Claims, whether the Receiver defends

such claims by appearing in and defending the Fraudulent Transfer Action or

causing the Inter/Media Residence Claims to be litigation before this Court. Kane

Decl., ¶ 17.

Moreover, equity in the Residence available to creditors after the mortgage

loan is paid is being depleted due the Cardiffs’ failure to pay the past due mortgage

payments, regular monthly mortgage payments, and property taxes. Kane Decl., ¶

18.

For all of these reasons, the Settlement is well within the range of

reasonableness and is a cost effective resolution of the Inter/Media Residence


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Claims, and the Settlement results in real value to the receivership estate without the

substantial expense and uncertainty of litigation.

VI. CONCLUSION

For the foregoing reasons, the Receiver requests that the Court grant the

Receiver’s motion and enter an order approving the Settlement. The settlement

results in real value to the receivership estate without the substantial expense and

uncertainty of litigation.

Dated: January 31, 2020 FRANDZEL ROBINS BLOOM & CSATO, L.C. MICHAEL GERARD FLETCHER CRAIG A. WELIN HAL D. GOLDFLAM

By: /s/ Michael Gerard Fletcher MICHAEL GERARD FLETCHER



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Michael Gerard Fletcher (State Bar No. 070849) [email protected]

Craig A. Welin (State Bar No. 138418) [email protected]

Hal D. Goldflam (State Bar No. 179689) [email protected]

FRANDZEE ROBINS BLOOM & CSATO, L.C. 1000 Wilshire Boulevard, Nineteenth Floor Los Angeles, California 90017-2427 Telephone: (323) 852-1000 Facsimile: (323)651-2577


UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION

FEDERAL TRADE COMMISSION,

Plaintiff,

v.

JASON CARDIFF, etc., et al.

Defendants.

Case No. 5:18-cv-02104-SJO-PLA

DECLARATIONS OF BRICK KANE AND HAL D. GOLDFLAM IN SUPPORT OF MOTION OF RECEIVER ROBB EVANS & ASSOCIATES LLC FOR AN ORDER APPROVING SETTLEMENT BETWEEN RECEIVER AND THIRD-PARTY INTER/MEDIA TIME BUYING CORPORATION

Date: March 2, 2020 Time: 10:00 a.m.Place: Courtroom 10C, West 1st Street Judge: Hon. S. James Otero

3524324.3 | 078410-0061 1 Case No. 5:18-cv-02104-S.IO-PLADECLARATIONS OF BRICK KANE AND HAL D. GOLDFLAM IN SUPPORT OF MOTION OF RECEIVER

ROBB EVANS & ASSOCIATES LLC FOR AN ORDER APPROVING SETTLEMENT, ETC.

Case 5:18-cv-02104-SJO-PLA Document 274-1 Filed 01/31/20 Page 1 of 48 Page ID #:13009

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DECLARATION OF BRICK KANE

I, Brick Kane, declare as follows:

1. lam the President & Chief Operating Officer of Robb Evans &

Associates EEC (“REA”), initially the Temporary Receiver and subsequently the

Receiver in this matter. I have personal knowledge of the matters set forth in this

declaration and, if I were called upon to testify as to those matters, I could and

would competently testify thereto based upon my personal knowledge.

2. lam one of the individuals with REA that has primary responsibility

for the day-to-day supervision and management of the receivership estate in this

case since REA first began to act as the Temporary Receiver on October 10, 2018,

pursuant the its Ex Parte Temporary Restraining Order with Asset Freeze,

Appointment of a Temporary Receiver, and Other Equitable Relief, and Order to

Show Cause Why a Preliminary Injunction Should Not Issue (“TRO”). The TRO

covered numerous entities and individuals, including without limitation Jason

Cardiff and Eunjung Cardiff (“Cardiffs”), including both personally and as trustees

of the Carols Place Trust (“Trust”).

3. On October 24, 2018, the Court entered its Preliminary Injunction with

Asset Freeze, Receiver, and Other Equitable Relief Against Redwood Scientific

Technologies, Inc. (CA), etc. Appointment of a Receiver, and Other Equitable

Relief, whereby the Court ordered that Robb Evans & Associates EEC shall

continue to serve as the Receiver of the Receivership Entities with full powers of an

equity receiver. [Doc. No. 46.]

4. On October 24, 2018, the Court entered its Order Extending Temporary

Restraining Order and Granting Continuance of Preliminary Injunction Hearing for

Defendants Jason Cardiff and Eunjung Cardiff and Ordering them to Return Assets.

[Doc. No. 48.]5. On November 8, 2018, the Court entered its Preliminary Injunction

with Asset Freeze, Receiver, and Other Equitable Relief Against Jason Cardiff and3524324.3 1078410-0061 2 Case No. 5:1 B-cv-02104-SJO-PLA“DECLARATIONS OF BRICK KANE AND HAL D. GOLDFLAM IN SUPPORT OF MOTION OF RECEIVER



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Eunjung Cardiff (“Preliminary Injunction”), whereby the Court ordered that Robb

Evans & Associates EEC shall continue to serve as the Receiver of the Receivership

Entities and of the Assets of the Cardiffs, as more particularized therein, with full

powers of an equity receiver. [Doc. No. 59.] Notably, the Preliminary Injunction at

^1M, p. 9 defines “Receivership Property” as including any Assets owned, controlled

or held by or for the benefit of the Cardiffs, including Assets held by the Cardiffs as

trustees of the Trust.6. I am aware, based on the March 27, 2017, Judgment Pursuant to

Stipulation in favor of Inter/Media and against the Cardiffs, entered in the state court

action captioned as Inter/Media Time Buying Corporation v. Run Away Products,

LLC, etc., et al, Los Angeles County Superior Court Case No. EC 102377 (“State

Action”), third-party Inter/Media Time Buying Corporation (“Inter/Media”) claims

it is a pre-receivership judgment creditor of the Cardiffs and claims to be a lien

holder as to the 700 West 25th Street, Upland, California 91784, which is the

Cardiffs’ residence and vested to them as trustees of the Trust (“Residence”).

7. I also am aware that on or about June 16, 2017, Inter/Media recorded in

the Official Records, County of San Bernardino as document no. 2017-0247961 an

Abstract of Judgment issued in the State Action. Further, I am aware that on or

about May 29, 2018, Inter/Media brought a state court action against the Cardiffs, in

their individual capacities and as co-trustees of the Trust, among others, concerning

the claimed fraudulent transfer of Residence, captioned as Inter/Media Time Buying

Corporation v. Jason Edward Thomas Cardiff, etc., et al, Los Angeles County

Superior Court Case No. EC 107302 (“Fraudulent Transfer Action.”), and that in

connection therewith, Inter/Media recorded a Notice of Pendency of Action (Lis

Pendens) (“Lis Pendens”) against the Residence.8. Based upon the Receiver’s appointment in this action, including the

terms of the TRO and Preliminary Injunction, the Receiver claims it became a lien

creditor over all of the Receivership Property (as that term is defined in the TRO3524324.3 1078410-0061 3 Case No. 5:18-cv-02104-SJO-PLA

DECLARATIONS OF BRICK KANE AND HAL D. GOLDFLAM IN SUPPORT OF MOTION OF RECEIVER ROBB EVANS & ASSOCIATES LLC FOR AN ORDER APPROVING SETTLEMENT, ETC.


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and Preliminary Injunction), including Receivership Property of the Cardiffs and the

Trust, such as the Residence.9. Inter/Media claims it is a judgment creditor of the Cardiffs by virtue of

the Inter/Media Judgment entered in the State Action. Inter/Media claims that based

on the Inter/Media Judgment, the Abstract of Judgment, the Lis Pendens, and the

Fraudulent Transfer Action, Inter/Media is a lien holder as to the Residence, which

lien it claims to be superior to the liens and rights of the Receiver and the

receivership estate as to the Residence (“Inter/Media Residence Claims”).10. The Receiver disputes the Lien and Inter/Media Residence Claims. In

particular, the Receiver disputes that Inter/Media has ever obtained any lien over the

Residence. The Receiver further claims and asserts (which Inter/Media disputes)

that by operation of law the Receiver owns and controls all fraudulent transfer

and/or avoidance actions as to the Residence held by any creditor or claimant of

Jason and Eunjung, and any other assets of Jason and Eunjung, including without

limitation as to the Inter/Media Fraudulent Transfer Action.

11. The outstanding disputes between the Receiver and Inter/Media are

precluding a motion by the Receiver for authority to sell the Residence (e.g., the

Receiver should not move to sell the Residence if the Inter/Media Residence Claims

are valid).12. While the Receiver and Inter/Media believe each is correct in its legal

assertions, the apparent equity in the Residence will likely be eaten up fighting over

those diametrically opposed views in litigation (discussed further below).

Accordingly, the Receiver and Inter/Media have settled their disputes pursuant to

the terms of the Settlement Agreement and Release dated as January 21, 2020

(“Settlement”). I attach a true and correct copy of the fully executed Settlement

hereto as Exhibit 1.13. In summary, pursuant to the Settlement, (i) the Receiver shall move the

Court for an order authorizing the Receiver to conduct a sale of Residence (the3524324.3 I 078410-0061 4 Case No. 5:1 B-cv-02104-SJO-PLA

DECLARATIONS oLbRICK KANE AND HAL D. GOLDFLAM IN~SUPPORT OF MOTION OF RECEIVER ROBB EVANS & ASSOCIATES LLC FOR AN ORDER APPROVING SETTLEMENT, ETC.


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Receiver’s motion for such an order is filed and served concurrently herewith and is

scheduled to be heard concurrently with the instant motion), and (ii) in the event that

an actual sale of the Residence is approved by the Court (including the sales price

thereof), and thereafter closes, then Inter/Media and the Receiver will split the net

equity, and each will receive fifty percent of the Net Sale Proceeds (as that term is

defined in Section 7 of the Settlement) in full satisfaction of the Inter/Media

Residence Claims and the Receiver’s claims as to the Residence. Additional

material terms and conditions of the Settlement are specified therein.

14. As specified in the Settlement, conditions precedent to its effectiveness

of are: by March 31, 2020, the Court (i) enters an order approving the Settlement,

and (ii) enters an order authorizing the Receiver to conduct a sale of the Residence

(but not addressing at that time the Court’s ultimate approval of the buyer and

confirmation of the sale of the Residence).

15. As specified in the Background Information document for the Trust

signed by Jason Cardiff an dated July 28, 2019, Cardiff, as Trustee of the Trust

values the Residence at $ 1,600,000 and states that the current loan balance is

$1,510,000 (identifying the lender as Mr. Cooper fka Nationstar Mortgage), and that

the monthly payment due is $12,152 36. Attached hereto as Exhibit 2 is a true and

correct copy of the Background Information document (non-relevant portions

excluded or redacted). The Receiver contends the value of the Residence is higher

than $1,600,000 based on the opinions of value contained in the three appraisal

reports procured by the Receiver after the Court entered its order granting the

Receiver’s motion to allow the Receiver and its appraisers access the Residence.

[Doc No. 162.] For the reasons specified in the Receiver’s concurrently filed

motion for an order authorizing the Receiver to market and sell the Residence,

including my declaration in support thereof, the Receiver should not be required to

disclose the appraisers’ opinions of value until after any marketing of the Residence.

That disclosure occur only at the time he Receiver seeks an order approving and3524324.3|078410-0061 5 Case No. 5:1 S-cv-02104-SJO-PLA

DECLARATIONS OF BRICK KANE AND UAL D. GOLDFLAM IN SUPPORT OF MOTION OF RECEIVER ROBB EVANS & ASSOCIATES EEC FOR AN ORDER APPROVING SETTLEMENT, ETC.


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confirming the sale of the Residence pursuant to purchase and sale agreement

between the Receiver and a prospective purchaser.

16. The Cardiffs have not been paying mortgage payments for the

Residence. Attached hereto as Exhibit 3 is a true and correct copy of the mortgage

statement (redacted) from Mr. Cooper for the Residence. In addition, as of

December 4, 2019, the balance due to the lender is $1,528,671. Attached hereto as

Exhibit 4 is a true and correct copy of the Payoff Statement issued by Mr. Cooper,

dated December 4, 2019.

17. I believe that the Settlement is fair settlement for the receivership estate

and well within the “range of reasonableness” standard to be utilized by the Court in

determining whether it should be approved. The settlement is a reasonable

compromise of disputed claims between Inter/Media and the Receiver. The

settlement avoids expensive litigation that would be involved in defending against

the Inter/Media Residence Claims, whether the Receiver defends such claims by

appearing in and defending the Fraudulent Transfer Action or causing the

Inter/Media Residence Claims to be litigation before this Court.

18. Moreover, equity in the Residence available to creditors after the

mortgage loan is paid from proceed of the sale of the Residence is being depleted

due the Cardiffs’ failure to pay the past due mortgage payments, regular monthly

mortgage payments, and property taxes.

3524324.3 | 078410-0061 Case No. 5:18-cv-02104-SJO-PLADECLARATIONS OF BRICK KANE AND HAL D. GOLDFLAM IN SUPPORT OF MOTION OF RECEIVER



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19. For all of these reasons, I believe the Settlement is well within the

range of reasonableness and is a cost effective resolution of the Inter/Merdia

Residence Claims, and the Settlement results in real value to the receivership estate

without the substantial expense and uncertainty of litigation.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct and that this declaration was executed

on January 31, 2020, at Sun Valley, California.

..VBRICK KANE

3524324.3 | 078410-0061 7 Case No. 5:18-cv-02104-SJO-PLADECLARATIONS OF BRICK KANE AND HAL D. GOLDFLAM IN SUPPORT OF MOTION OF RECEIVER



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DECLARATION OF HAL D. GOLDFLAM

I, Hal D. Goldflam, declare as follows:

1. I am an attorney at law duly admitted to practice before the courts of

the State of California, the federal courts of the State of California, including the

United States District Court for the Central District of California, and the Ninth

Circuit Court of Appeals, and am a partner of Frandzel Robins Bloom & Csato,

L.C., attorneys for the Receiver in this matter, Robb Evans & Associates LLC.

2. I submit this declaration support of the Receiver’s motion for an order

approving the Settlement Agreement and Release dated as of January 21, 2020, by

and between the Receiver and third-party Inter/Media Time Buying Corporation

(“Inter/Media”).3. To the extent Local Rule 7-3 is applicable to the instant motion, I called

Jim White, counsel to Jason Cardiff and Eunjung Cardiff (“Cardiffs”), on November

8, 2019, informing him of the material terms of the settlement, while seeking to

learn if the Cardiffs would consent to the Court approving the settlement. Mr.

White told me that he believed the terms of the settlement were “good” for the

Receiver but that he would have to confer with the Cardiffs about the matter,

including whether the Cardiffs would oppose the Receiver marketing and selling

their residence pursuant to the terms of the settlement. At the time of my call, the

Settlement Agreement and Release had yet to be finalized and signed, but the

material settlement terms never changed from the time I called Mr. White.

4. Mr. White asked me that I disclose the three appraisals of the Cardiffs

residence, 700 West 25th Street, Upland, California 91784, obtained by the Receiver

in July, 2018. I explained the reasons why the Receiver could not agree to provide

the appraisals until such time the Receiver brings a motion to confirm any sale

because doing so could “chill” the amount of any one or more purchase offers.

However, in an attempt to facilitate the meet and confer process, the Receiver was

willing to disclose to Mr. White and the Cardiffs the average of the three “as is”3524324.3 | 078410-0061 g Case No. 5:1 S-cv-02104-SJO-PLA

DECLARATToNS OF BRICK KANE AND HAL D. GOLDFLAM IN SUPPORT OF MOTION OF RECEIVER ROBB EVANS & ASSOCIATES LLC FOR AN ORDER APPROVING SETTLEMENT, ETC.


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opinions of value in the appraisals subject to Mr. White and the Cardiffs agreeing to

keep the information confidential. Thus, on November 11, 2019,1 emailed to Mr.

White a proposed Nondisclosure and Confidentiality Agreement. Mr. White

responded later that day by e-mail that he will get back to me later in the week.

Attached hereto as Exhibit 5 is a true and correct copy of the November 11, 2019, e-

mail exchange between Mr. White and me, including a copy of the proposed

Nondisclosure and Confidentiality Agreement.

5. Mr. White never got back to me regarding the Settlement, the Receiver

selling the Residence pursuant to the terms of the Settlement, or the proposed

Nondisclosure and Confidentiality Agreement.

6. My partner, Michael Gerard Fletcher, did speak with the FTC’s

counsel, Elizabeth Sanger, about the Settlement. Ms. Sanger advised Mr. Fletcher

that the FTC does not oppose the Settlement.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct and that this declaration was executed

on January 2020, at Los Angeles, California.

^yy

HAL D. GOLU^ATM

3524324.3 t 078410-0061 9 Case No. 5:18-cv-02104-SJO-PLADECLARATIONS OF BRICK KANE AND HAL D. GOLDFLAM IN SUPPORT OF MOTION OF RECEIVER



EXHIBIT 110


SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (the “Agreement”) is made as of this 21st day of January, 2020, by and between ROBB EVANS & ASSOCIATES LLC, as receiver (“Receiver”) over, among other entities and persons, Jason Cardiff (“Jason”), Eunjung Cardiff (“Eunjung”), and The Carols Place Trust (“Trust”), on the one hand, and INTER/MEDIA TIME BUYING CORPORATION (“Inter/Media”), on the other hand, in reference to and in consideration of the following:

RECITALS

A. By order entered on October 10, 2018, the United States District Court for the Central District of California (“District Court”) appointed the Receiver as the temporary receiver over various entities and persons, including without limitation Jason, Eunjung, and the Trust, in that certain action entitled Federal Trade Commission v. Jason Cardiff, et al., Central District of California Case No. 5:18-cv-2104-SJO-PLA (“Action”), thereby creating a receivership estate (“Receivership Estate”). The District Court’s order appointing the Receiver enjoined, with exceptions not relevant here and absent leave of court, “all ... creditors ... and other persons seeking to establish or enforce any claim, right, or interest against or on behalf of the receivership defendants ... from ... taking action that would interfere with the exclusive jurisdiction of this Court over the [Receivership Estate] including, but not limited to ... commencing, prosecuting, or continuing a judicial ... action or proceeding against the Receivership Entities [or] filing or enforcing any lien on any Asset of the Receivership Entities.” This injunction, which the Receiver contends remains in place, is hereinafter referred to as the “Stay of Actions.”

B. Based upon the Receiver’s initial appointment in the Action, the Receiver claims and contends that it became a lien creditor over all of the assets of the receivership defendants, including without limitation Jason and Eunjung, individually and as trustees of the Trust, and the Trust itself, including without limitation over that certain real property located in San Bernardino County, commonly known as 700 West 25th Street, Upland, California 91784 (legally described on Exhibit 1 hereto) (“Residence”), which is the residence of Jason and Eunjung and is vested to them as trustees of the Trust. The Residence was transferred from Jason and Eunjung, as Trustees of the Jurikel Family Trust dated April 24, 2014, to Jason and Eunjung, as trustees of the Trust, via a Warranty Deed dated January 31, 2017, and recorded in the San Bernardino County Official Records (“Official Records”) on February 7, 2017 as instrument no. 2017- 0054395.

C. The District Court made the Receiver’s appointment permanent in various later orders, including without limitation, by preliminary injunctions entered in the Action on October 24, 2018, November 8, 2018, and February 26, 2019, continuing in effect the Receiver's rights, claims, and contentions.

D. Inter/Media disputes the Receiver’s claims and contentions, and itself claims to be a judgment creditor of Jason and Eunjung, individually, by virtue of that certain Judgment Pursuant to Stipulation (“Original Inter/Media Judgment”) entered for $970,725.93 in a state

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court action entitled Inter/Media v. Run Away Products, LLC etc. et ai, Los Angeles County Superior Court Case No. LC102377 (“2377 Action”). Inter/Media also claims to have recorded an abstract of judgment in the Official Records on June 16, 2017 as instrument no. 2017- 0247961, concerning the Original Inter/Media Judgment (“Abstract”), which Inter/Media claims created a lien on the Residence in favor of Inter/Media (“Lien”).

E. Inter/Media further contends that the Original Inter/Media Judgment was entered pursuant to a Stipulation for Entry of Judgment, which provides for entry of an amended Judgment in favor of Inter/Media in the 2377 Action (in a larger amount than the Original Inter/Media Judgment, and with the amended Judgment to relate back to the date of entry of the Original Inter/Media Judgment) upon an uncured default under the Settlement Agreement concerning the 2377 Action (such amended Judgment, “Amended Inter/Media Judgment”). No Amended Inter/Media Judgment has yet been entered in the 2377 Action to date and the Receiver contends that the 2377 Action is subject to the Stay of Actions. The Original Inter/Media Judgment and any Amended Inter/Media Judgment that may be entered in the 2377 Action are hereinafter referred to individually and collectively as the “Inter/Media Judgment.”

F. Inter/Media further claims that in connection with the Settlement Agreement concerning the 2377 Action, Jason, Eunjung, Redwood Scientific Technologies, Inc., and certain other affiliated entities (individually and collectively, “Redwood Obligors”) executed security agreements granting Inter/Media security interests in certain personal property to secure payment of the Inter/Media Judgment.

G. Inter/Media also claims to have recorded a notice of pending action against the Residence on May 30, 2018 in the Official Records as instrument no. 2018-0196083 ("Lis Pendens") giving notice of a second state court action initiated by Inter/Media concerning the claimed fraudulent transfer of the Residence to Jason and Eunjung as trastees of the Trust to avoid the Inter/Media Judgment, which matter is pending in that certain state court action entitled Inter/Media v. Jason Cardiff etc. et al, Los Angeles County Superior Court Case No. LC 107302 ("Fraudulent Transfer Action"). The Receiver contends that the Fraudulent Transfer Action is subject to the Stay of Actions.

H. Based on the Inter/Media Judgment, the Abstract, the Lis Pendens, and the Fraudulent Transfer Action, Inter/Media claims to be a lien holder as to the Residence, which lien is claimed by Inter/Media to be superior to the liens and rights of the Receiver and the Receivership Estate as to the Residence (“Inter/Media Residence Claims”).

I. The Receiver disputes the Inter/Media Residence Claims. In particular, the Receiver disputes that Inter/Media has obtained any lien over the Residence. The Receiver further claims and asserts (which Inter/Media disputes) that by operation of law the Receiver owns and controls all fraudulent transfer and/or avoidance actions as to any and all assets of the Receivership Estate, including without limitation, as to the Residence, held by any creditor or claimant of Jason and Eunjung or the Trust, and any other assets of Jason and Eunjung or the Trust, including without limitation as to the Fraudulent Transfer Action.

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J. The Receiver and Inter/Media have concluded that the likely value of the Residence is less than the total claims secured by liens against it, whether held separately by the Receiver or by Inter/Media, and the Residence should be sold at this time to preserve the equity value thereof for all of the claimants, whether the Receivership Estate or Inter/Media.

K. However, the outstanding disputes between the Receiver and Inter/Media are precluding a motion to the District Court for authority for the Receiver to sell the Residence.

L. The parties hereto have examined the various claims and contentions of the Receiver and of Inter/Media in detail. While each disagrees with the other about the Residence and the respective claims and contentions as to whom the equity in the Residence belongs, both agree that there is no equity in the Residence for Jason and Eunjung or the Trust, based on the claimed liens against it, whether or not the District Court enters a judgment against them in the Action, that preservation of the equity in the Residence for creditors of Jason and Eunjung and the Trust is a paramount concern, and that it would not be cost effective for the Receiver and Inter/Media to litigate their differences and disputes to a final determination, conclusion, and judgment. Additionally, there are the ever-present risks to each of the parties of adverse rulings and of the fees, costs, and expenses of resolving these disputes through a litigated solution.

M. For those reasons, the parties hereto have separately concluded that a negotiated resolution of their disputes as to the equity in the Residence is desirable and preferable, and are entering into this Agreement for those reasons and to facilitate the Receiver seeking authority from the District Court to sell the Residence at this time.

NOW. THEREFORE, in consideration of the facts set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto stipulate and agree as follows:

1. Recitals. The Recitals set forth above are true and correct, and are incorporated into this Agreement in their entirety.

2. Effective Date of Agreement. Subject to any conditions subsequent hereto, the “Effective Date of this Agreement” is the date upon which all of the following have occurred: (a) the Agreement is fully executed by the parties hereto and timely delivered as required herein, and (b) an order is entered in the Action no later than March 31, 2020, approving this Agreement ("Settlement Order") and authorizing the Receiver to conduct a sale ("Sale") of the Residence (but not addressing at that time the ultimate approval of the Buyer and confirmation of the actual Sale of the Residence by the District Court).

3. Settlement Motion. Not later than five (5) days after the full execution and delivery of this Agreement, and each ancillary agreement which is to be executed and delivered, and the completion of any necessary meet and confer processes with the parties to the Action, the Receiver shall file a noticed motion in the Action seeking approval of this Agreement and entry of the Settlement Order.

4. Sale of Residence. The parties hereto agree that the Receiver shall have the right to sell the Residence upon entry of an order from the District Court authorizing the Receiver to

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conduct a Sale process for the Residence, and, except as expressly set forth in Section 6, below, Inter/Media will not interfere with, or object to, the exercise by the Receiver of such rights and will cooperate in the sale of the Residence as reasonably requested by the Receiver.

5. Partial Release of Abstract; Withdrawal of Lis Pendens. No later than five (5) days after the Effective Date of this Agreement, Inter/Media shall cause to be executed and delivered in trust to the Receiver pending any ruling by the District Court on the motion for authority to sell, and any Sale thereafter of, the Residence (a) a partial release of the Abstract as to the Residence only (“Release”), and (b) a notice of withdrawal of the Lis Pendens (“Withdrawal”), both for ultimate recordation in the Official Records, for the Receiver to use to close any sale of the Residence approved by the District Court. The Release and the Withdrawal shall be in the form of Exhibits 2 and 3 hereto respectively. The Receiver may only use the Release and the Withdrawal to effectuate and to close any Sale of the Residence approved by the District Court that provides for payment to Inter/Media as set forth in Paragraph 7 below. Should the effectiveness of this Agreement cease, the Receiver shall return to Inter/Media the unrecorded and unfiled Release and Withdrawal. Upon written demand by the Receiver or the escrow holder for the sale of the Residence, Inter/Media agrees to execute any and all other documents reasonably requested to facilitate the sale of the Residence and the release of the Lien, and/or to effectuate the Release and/or the Withdrawal, all in accordance with this Agreement.

6. Agreements Concerning Claimed Liens; Rights to Object to Sale. Except as otherwise set forth herein, and following the entry of a Settlement Order and as to a Sale of the Residence, (a) the Receiver agrees that concerning the Residence it shall not seek to avoid or set aside the Lien, or otherwise assert or claim that the priority of any lien or other interest that the Receiver may have in the Residence is senior in priority to the Lien; and (b) Inter/Media agrees that concerning the Residence it shall not seek to avoid or set aside any lien or other interest claimed by the Receiver, or otherwise assert or claim that the priority of the Lien or other interest that Inter/Media may have in the Residence is senior in priority to the liens and other interests of the Receiver to the Residence; provided, however, that nothing otherwise prevents the Receiver from using the Release and the Withdrawal to effectuate and to close a Sale of the Residence approved by the District Court. Further, (c) the Receiver agrees that Inter/Media reserves the right to object to or challenge the adequacy of the actual Sale price obtained by the Receiver for the Sale of the Residence when the Receiver seeks ultimate approval of the buyer and confirmation of the Sale price, even if the Sale price otherwise complies with and satisfies the requirements of 28 U.S.C. § 2001, or any other applicable statute or law.

7. Allocation of Sale Price; Waiver of Surcharge Rights. In the event that an actual Sale of the Residence is approved by the District Court (including the Sale price thereof), and such Sale closes, then the Receiver agrees to cause to be paid directly from the Sale escrow, and Inter/Media agrees to accept, fifty percent (50%) of the Net Sale Proceeds in full satisfaction of the Lien, which shall be paid to Inter/Media through and at the close of escrow, from the Sale of the Residence by the Receiver. Inter/Media shall apply the portion of the Net Sale Proceeds Inter/Media receives as a credit against the Inter/Media Judgment on a dollar-for-dollar basis. As used herein, the term “Net Sale Proceeds” means the gross sales proceeds from the Sale of the Residence less amounts secured by any consensual liens on the Residence senior in priority to the Lien and any lien for due and unpaid real property taxes on the Residence, the amount of any

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unpaid assessments on the Residence, any commissions due to brokers in connection with the sale of the Residence, the seller’s portion of any accruals to be paid upon the closing of the Sale, any other amounts required to be paid at closing pursuant to applicable law, and escrow and title fees associated with the Sale. The Receiver waives any right to recover from Inter/Media any other costs or expenses of preserving or disposing of the Residence.

8. No Prejudice: Reservation of Rights. Except to the extent that Inter/Media’s receipt of Net Sale Proceeds reduces the amount of the Inter/Media Judgment, and other than with respect to the Residence, nothing in this Agreement shall prejudice or affect Inter/Media’s remaining claims against (or liens against the property of) Jason, Eunjung, the Receivership Estate, any of the other judgment debtors under the Inter/Media Judgment, any of the defendants to the Fraudulent Transfer Action, or any of the Redwood Obligors. Inter/Media reserves the right to file a creditor’s claim in the Action, to seek relief from the Stay of Actions for any purpose whatsoever (except insofar as doing so would interfere with the exercise by the Receiver of its right to market the Residence as set forth in this Agreement). The Receiver, in turn, acknowledges Inter/Media’s right to file a creditor’s claim in the Action as part of the claims resolution process the Receiver intends to administer, but reserves its right to object to the amount and scope of Inter/Media’s claim. Similarly nothing in this Agreement shall prejudice or affect the Receiver’s rights under the orders of the Court in the Action concerning or addressing the Receiver and/or the Receivership Estate, including without limitation any remaining claims against (or liens against the property or assets of) Jason, Eunjung, the Trust, any other defendant or receivership entity in the Action, and any assets of the Receivership Estate, now existing or hereafter arising.

9. Conditions Subsequent. Should the District Court not approve and enter an order authorizing the Receiver to market and sell the Residence by March 31, 2020, or by such later date as the parties hereto may agree in writing, either party hereto may withdraw from this Agreement by providing written notice thereof to the other party, with no adverse effect or consequences to such party or the other party for having entered into this Agreement, which will be deemed to have been null and void ab initio, for all purposes.

10. No Admission of Liability. Nothing in this Agreement shall be construed as an admission by any party hereto that the claims against such party have merit.

11. Time is of Essence. Time is of the essence with respect to any act, payment, or perfonnance under this Agreement.

12. Default. In the event that either party defaults in its obligations under this Agreement, the other party may exercise any and all available rights and remedies at law or in equity.

13. Notices. All notices and other communications which are required or may be given hereunder shall be in writing and shall be duly given if sent by e-mail and concurrently mailed by U.S. Mail, postage prepaid and addressed to the other party at the address set forth herein:

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If to the Receiver: Robb Evans & Associates LLC11450 Sheldon Street Sun Valley, CA 91352-1121 Attention: Brick Kane Email: [email protected]

with a copy to: Frandzel Robins Bloom & Csato, L.C.1000 Wilshire Boulevard, 19th Floor Los Angeles, CA 90017 Attention: Michael G. Fletcher, Esq. Email: [email protected]

If to Inter/Media: Attention: Peter Bisno, Esq.Inter/Media Time Buying Corporation 15760 Ventura Boulevard, Suite 1200 Encino, CA 91436 Email: [email protected]

with a copy to: Hemar, Rousso & Heald, LLP15910 Ventura Boulevard, 12th Floor Encino, CA 91436Attention: Christopher D. Crowell, Esq.Email: [email protected]

or at any other address as may be given by any party to the other party by notice in writing pursuant to the provisions hereof. Notices will be deemed given and received on the next business day following the day such notice is mailed and sent in the manner described above.

14. Opportunity for Consultation with Counsel. Each of the parties hereto has had an opportunity to consult with legal counsel of its own choice with respect to the advisability of making the settlement provided for herein, and with respect to the advisability of executing this Agreement, and prior to the execution of this Agreement each of the parties hereto reviewed it, had the opportunity to make any desired changes, and signed the Agreement to indicate that each has approved the Agreement as to its form and content. Each of the parties hereto and each of their legal and other advisors have made such investigation of the facts pertaining to the Agreement, and all of the matters pertaining thereto, as each of them deem necessary. This Agreement has been carefully read by, the contents hereof are known by, and it has been signed freely by each person executing this Agreement.

15. Neutral Interpretation. This Agreement is the product of the joint negotiations between the parties hereto. The interpretation and/or enforcement of this Agreement is not to be interpreted more strongly in favor of one party or the other.

16. Inter/Media Representation and Warranty. Inter/Media warrants and represents that as of November 15, 2019, the balance owed on the Original Inter/Media Judgment is $817,330.47.

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17. Mutual Representations and Warranties. Subject to entry of the Settlement Order, each of the parties hereto hereby represents and warrants to one another, and covenants and agrees with one another, as follows:

A. Each party executing this Agreement has the full legal right, power and authority to enter into and perfonn this Agreement. This Agreement is a valid and binding obligation of each of the parties hereto, enforceable against each of them in accordance with its terms. Each person executing this Agreement in a representative capacity has been duly authorized to do so by all appropriate actions.

B. Except as expressly stated in this Agreement, no party hereto or any other person has made any statement or representation to any party to this Agreement regarding the facts relied upon by them in entering into this Agreement, and no party hereto has relied upon any statement, representation, or promise of any other person or entity in executing this Agreement except as expressly stated in this Agreement.

C. The terms of this Agreement are contractual and not a mere recital.

18. Integration/Modification in Writing. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all other agreements, oral or written, between the parties hereto with respect to the subject matter hereof. No covenants, agreements, representations or warranties of any kind whatsoever have been made by any party hereto, except as specifically set forth in this Agreement. No claim of waiver, modification, consent, or acquiescence with respect to any provision of this Agreement shall be made against any party hereto, except upon the basis of a written instrument executed by or on behalf of such party.

19. Attorney Fees. In the event of any default in payment or performance hereunder, and if a party employs an attorney to bring suit on account of such default or to otherwise enforce such payment or perfonnance, the party not in breach shall be entitled to be reimbursed for all reasonable attorney fees and costs incurred, including without limitation those incurred in each and every action, suit or proceeding, including any and all appeals and petitions therefrom.

20. Survival of Agreement. Except as set forth in paragraph 9 hereof, all covenants, representations, warranties and agreements contained in this Agreement shall survive the execution of this Agreement by the parties hereto, the delivery of documents and any performance on account of the obligations set forth herein.

21. Successors and Assigns. Except as set forth in paragraph 9 hereof, the provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties hereto, and their respective successors in interest and assigns.

22. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and/or of the United States as the case may be. The District Court has sole jurisdiction to interpret this Agreement and resolve any disputes hereunder.

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23. Headings. The headings of paragraphs of this Agreement are inserted solely for the convenience of reference and are not a part of and are not intended to govern, limit, or aid in the construction or interpretation of any term or provision hereof.

24. Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered, shall be original, and all of which together shall constitute the same agreement.

(N WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dale first written above.

INTER/MEDIA TIME BUYING CORPORA

la:

APPROVED AS TO FORM:

ROBB EVANS & ASSOCIATES LLC, as Receiver over Jason Cardiff and other related entities and individuals

By:

PRAN'DZEL & CtfAT

By:acr

ROBB EVANS & ASSOCIATE*? LLC, as Receiver over Jason Cardiff and other related entities and individuals

HEMAR IlOUSSO & HEALD, LLP

By;Christopher D. Crowell Attorneys for fNTER/MEDIA TIME BUYING CORPORATION

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Exhibit 1

Legal Description for 700 West 25'11 Street, Upland, CA 91784

THE FOLLOWING DESCRIBED REAL PROPERTY IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA:

PARCEL 2 OF PARCEL MAP 15968, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 198 OF MAPS, PAGES 81 AND 82 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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Exhibit 2

Release

Peter Bisno, Esq. (State Bar No. 85943)B1SNO MULVANEY, LLP 15760 Ventura Boulevard, Suite 1200 Encino, California 91436 Telephone: (818) 657-0300 Facsimile: (818) 657-0313

Attorneys for Plaintiff INTER/MEDIA TIME BUYING CORPORATION; Cross-Defendants INTER/MEDIA ADVERTISING, INC.; INTERMEDIA INTERACTIVE, INC.; INTERMEDIA CHARITABLE FOUNDATION; INTER/IMAGE PRODUCTIONS, INCORPORATED; INTER/POST PRODUCTIONS, INC.; INTERQUANTUM, EEC; INFOTECH DEVELOPMENT, INC.; MEDIAPOINT NETWORK, INC.; and BELLATRIX MEDIA, INC.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES, NORTHWEST DISTRICT

INTER/MEDIA TIME BUYING CORP., a California corporation

Plaintiff,

RUN AWAY PRODUCTS, EEC, individually and doing business as PROLONGZ; ADVANCED MEN’S INSTITUTE PROLONGZ, EEC; REDWOOD SCIENTIFIC TECHNOLOGIES, EEC; JASON CARDIFF, an individual; EUNJUNG CARDIFF AKA EUNJUNG NO, an individual, and DOES 1 THROUGH 100, INCLUSIVE,,

Defendants.

Case No. LC102377 Unlimited Civil Jurisdiction

NOTICE OF RELEASE OF JUDGMENT LIEN CAUSED BY THE RECORDING OF AN ABSTRACT OF JUDGMENT ONLY AS TO REAL PROPERTY COMMONLY KNOWN AS 700 WEST 25TH STREET, UPLAND, CA 91784 (ASSESOR'S PARCEL NUMBER 1003-321-49)

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RUN AWAY PRODUCTS, LLC, individually and doing business as PROLONGZ,

Cross-Complainant,

v.

INTER/MEDIA TIME BUYING CORPORATION, a California Corporation; INTER/MEDIA ADVERTISING, INC., a California Corporation; INTER/MEDIA INTERACTIVE, INC., a California Corporation; INTER/MEDIA CHARITABLE FOUNDATION, a California Corporation; INTER/IMAGE PRODUCTIONS, INCORPORATED, a California Corporation; INTER/POST PRODUCTIONS, INC., a California Corporation; INTERQUANTUM, LLC, a California Limited Liability Company; INFOTECH DEVELOPMENT, INC., a California Corporation; MEDIAPOINT NETWORK, INC., a California Corporation; BELLATRIX MEDIA, INC., a California corporation; and ROES 1 through 25, inclusive,

Cross-Defendants.

PLEASE TAKE NOTICE that the judgment lien in the instant action created by the

recording of an Abstract of Judgment on June 16, 2017, as Instrument No. 2017-0247961, in the

Official Records of the County of San Bernardino, is hereby being released by Plaintiff and

Judgment Creditor INTER/MEDIA TIME BUYING CORP., a California corporation, only as to

the real property commonly known as 700 WEST 25TH STREET, UPLAND, CA 91784, which

real property is identified via its Assessor's Parcel Number of 1003-321-49, and the legal

description for which is set forth immediately below:THE FOLLOWING DESCRIBED REAL PROPERTY IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA:


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DATED BISNO MULVANEY, LLP PETER BISNO

, 2020

PETER BISNOAttorneys for Plaintiff INTER/MEDIA TIME BUYING CORPORATION

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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.

State of California )County of Los Angeles )

On , 2020, before me, , a Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to 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 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

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PROOF OF SERVICE

I, the undersigned, declare and certify as follows:

I am over the age of eighteen years, not a party to the within action and employed in the County of Los Angeles State of California. I am employed in the office of BISNO MULVANEY, LLP, members of the Bar of the above-entitled Court, and I made the service referred to below at their direction. My business address is 15760 Ventura Boulevard, Suite 1200, Encino, California 91436-3042.

On________ _________ , 2020,1 served true copy(ies) of the NOTICE OF RELEASEOF JUDGMENT LIEN CAUSED BY THE RECORDING OF AN ABSTRACT OF JUDGMENT ONLY AS TO REAL PROPERTY COMMONLY KNOWN AS 700 WEST 25TH STREET, UPLAND, CA 91784 (ASSESOR'S PARCEL NUMBER 1003-321-49), tothe party(ies) on the attached service list.

SEE ATTACHED SERVICE LIST

BY MAIL: I placed the envelope for collection and mailing at Los Angeles, California. The envelope was mailed with postage fully prepaid. I am readily familiar with this finn's practice of collection and processing correspondence for mailing. Under that practice it would be deposited with the U.S. postal service on that same day with postage thereon fully prepaid at Los Angeles, California, in the ordinary course of business. 1 am aware that on motion of party served, service is presumed invalid if postal cancellation date or postage meter date is more than 1 day after date of deposit for mailing in affidavit.

I certify under penalty of perjury under the laws of the State of California and the United States of America that the foregoing is true and correct.

Executed on __ _______ , 2020, at Los Angeles, California.

3536229.6 078410-0061 14

24


SERVJCE LIST

JASON EDWARD THOMAS CARDIFF, individually

and as Co-Trustee of the JURIKEL FAMILY TRUST

dated April 24, 2014 and as Co-Trustee of the CAROLS

PLACE TRUST dated January 17,2017

700 West 25th Street

Upland, CA 91784

EUNJUNG CARDIFF aka EUNJUNG NO, individually

and as Co-Trustee of the JURIKEL FAMILY TRUST dated April 24, 2014 and as Co-Trustee of the CAROLS

PLACE TRUST dated January 17, 2017

700 West 25th Street Upland, CA 91784

3536229,6 | 078410-0061 15

25


Exhibit 3

Withdrawal

Peter Bisno, Esq. (State Bar No. 85943)BISNO MULVANEY, LLP 15760 Ventura Boulevard, Suite 1200 Encino, California 91436 Telephone: (818) 657-0300 Facsimile: (818) 657-0313

Attorneys for Plaintiff INTER/MEDIA TIME BUYING CORPORATION

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES, NORTHWEST DISTRICT

INTER/MEDIA TIME BUYING CORPORATION

Plaintiff,

JASON EDWARD THOMAS CARDIFF, individually and as Co-Trustee of the JURIKEL FAMILY TRUST dated April 24, 2014 and as Co-Trustee of the CAROLS PLACE TRUST dated January 17,2017; EUNJUNG CARDIFF aka EUNJUNG NO, individually and as Co-Trustee of the JURIKEL FAMILY TRUST dated April 24, 2014 and as Co-Trustee of the CAROLS PLACE TRUST dated January 17, 2017; and DOES 1-100 INCLUSIVE,

Defendants.

Case No. LC107302 Unlimited Civil Jurisdiction

NOTICE OF WITHDRAWAL OF NOTICE OF PENDING ACTION (LIS PENDENS) REGARDING REAL PROPERTY COMMONLY KNOWN AS 700 WEST 25™ STREET, UPLAND, CA 91784

3536229.6 | 078410-0061 16

26


NOTICE IS HEREBY GIVEN that Plaintiff INTER/MEDIA TIME BUYING

CORPORATION ("Plaintiff) withdraws its Notice of Pending Action against Defendants

JASON EDWARD THOMAS CARDIFF, individually and as Co-Trustee of the JURIKEL

FAMILY TRUST dated April 24, 2014 and as Co-Trustee of the CAROLS PLACE TRUST

dated January 17,2017; EUNJUNG CARDIFF aka EUNJUNG NO, individually and as Co-

Trustee of the JURIKEL FAMILY TRUST dated April 24, 2014 and as Co-Trustee of the

CAROLS PLACE TRUST dated January 17, 2017 and DOES 1-100 INCLUSIVE

("Defendants"), which was recorded in the Office of the County Recorder of San Bernardino

County on May 30, 2018, as Instrument Number 2018-0196083.

The withdrawal of the Notice of Pending Action affects the real property commonly

known as 700 West 25th Street, Upland, CA 91784, title to which Plaintiff is informed and

believes is currently vested to JASON CARDIFF AND AMY CARDIFF, TRUSTEES OF THE

JASON CARDIFF AND AMY EP. CARDIFF FAMILY TRUST DATED JULY 14, 2005, and

legally described as follows:

THE FOLLOWING DESCRIBED REAL PROPERTY IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA:


DATED:________ _____ , 2020 BISNO MULVANEY, LLPPETER BISNO

By: ___ ______________________________________PETER BISNOAttorneys for Plaintiff INTER/MEDIA TIME BUYING CORPORATION

3536229.6 | 078410-0061 17

27


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. ____________________________________________

State of California )County of Los Angeles )

On , 2020, before me, , a Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to 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 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

3536229.6 | 078410-0061 18

28


PROOF OF SERVICE

1, the undersigned, declare and certify as follows:

I am over the age of eighteen years, not a party to the within action and employed in the County of Los Angeles State of California. I am employed in the office of B1SNO MULVANEY, LLP, members of the Bar of the above-entitled Court, and 1 made the service referred to below at their direction. My business address is 15760 Ventura Boulevard, Suite 1200, Encino, California 91436-3042.

On__________________ , 2020,1 served true copy(ies) of the NOTICE OFWITHDRAWAL OF NOTICE OF PENDING ACTION (LIS PENDENS) REGARDING REAL PROPERTY COMMONLY KNOWN AS 700 WEST 25™ STREET, UPLAND, CA 91784, to the party(ies) on the attached service list.

SEE ATTACHED SERVICE LIST

BY MAIL: I placed the envelope for collection and mailing at Los Angeles, California. The envelope was mailed with postage fully prepaid. I am readily familiar with this firm's practice of collection and processing correspondence for mailing. Under that practice it would be deposited with the U.S. postal service on that same day with postage thereon fully prepaid at Los Angeles, California, in the ordinary course of business. I am aware that on motion of party served, service is presumed invalid if postal cancellation date or postage meter date is more than 1 day after date of deposit for mailing in affidavit.

1 certify under penalty of perjury under the laws of the State of California and the United States of America that the foregoing is true and correct.

Executed on________ ___ , 2020, at Los Angeles, California.

3536229.6 | 078410-0061 19

29


SERVICE LIST

JASON EDWARD THOMAS CARDIFF, individually



PLACE TRUST dated January 17,2017


Upland, CA 91784

EUNJUNG CARDIFF aka EUNJUNG NO, individually



PLACE TRUST dated January 17, 2017


Upland, CA 91784

3536229.6 | 078410-0061 20

30


/

EXHIBIT 231


BACKGROUND INFORMATION

Item 1. General Information

Corporation’s Full Name Carol's Place Trust2017 to 2018Primary Business Address 700 West 25th St, Upland, CA 91784 From (Date)

Telephone No. NA________________ _______ Fax No. NA_______________E-Mail Address NA Internet Home Page NA

All other current addresses & previous addresses for past five years, including post office boxes and mail drops:

Address NonS__________________________________________________________ From/Until______________

Address______ From/Until______________

Address From/Until

All predecessor companies for past five years:

Name & Address NA___________Name & Address________________________

Name & Address

From/Until

From/Until

From/Until

Item 2. Legal Information

Federal Taxpayer ID No. NONE State Tax ID No. NACorporation’s Present Status: Active

If Dissolved: Date dissolved_______

Reasons_________ ______

Fiscal Year-End (Mo./Day) ^ 2~31

State

State & Date of Incorporation N/AProfit or Not For Profit Asset trust

Inactive X Dissolved

By Whom

Corporation’s Business Activities Asset trust

Item 3. Registered Agent

Name of Registered Agent Lodmell ^nd LodmellAddress 1631 E Cherry Lynn i^d, Phoeriix, AZ ^35016 Telephone no. (602) 230-2014

Page 2 Initials

32


Item 4. Principal Stockholders

List all persons and entities that own at least 5% of the corporation’s stock.

Name & Address % Owned

None

Item 5. Board Members

List all members of the corporation’s Board of Directors.

Name & Address % Owned Term (From/Until)

None

Item 6. Officers

List all of the corporation’s officers, including de facto officers (individuals with significant management responsibility whose titles do not reflect the nature of their positions).

Name & Address % Owned

None _______ _________ ______ __ _Trustees: Jason & Eunjunq Cardiff _________ _________

Page 3

33


Item 14, Current Lawsuits Filed Against the Corporation

List all pending lawsuits that have been filed against the corporation in court or before an administrative agency. (List lawsuits that resulted in final judgments, settlements, or orders in Items 26 - 27).

Opposing Party’s Name & Address NOH6_____ ______________

Court’s Name & Address__

Docket No. Relief Requested_ Nature of Lawsuit

Status

Opposing Party’s Name & Address_____________ ____________________________________

Court’s Name & Address ______________

Docket No._________________ Relief Requested _________________ Nature of Lawsuit

Status

Opposing Party’s Name & Address______________________________ ________________

Court’s Name & Address_________________________________________________________

Docket No._________________ Relief Requested________________ Nature of Lawsuit

_____________________________________ Status________________________________

Opposing Party’s Name & Address_____________ ____________________________________

Court’s Name & Address____________________ _____________________________________

Docket No._____________ Relief Requested__________________________Nature of Lawsuit

______________________ Status_________________ ____________ _

Opposing Party’s Name & Address____________ ______________________________ _

Court’s Name & Address__________ ____________________________ __________________

Docket No. ____________ Relief Requested _______________ Nature of Lawsuit

Status

Opposing Party’s Name & Address__________ _____________________ _________________

Court’s Name & Address______ _______________ _______________________________ ____

Docket No._____________ Relief Requested______________________Nature of Lawsuit

Status

Page 7 Initials

34


Item 21. Government Obligations and Publicly Traded Securities

List all U.S. Government obligations, including but not limited to, savings bonds, treasury bills, or treasury notes, held by the corporation. Also list all publicly traded securities, including but not limited to, stocks, stock options, registered and bearer bonds, state and municipal bonds, and mutual funds, held by the corporation.

Issuer NA____________________ ________Type of Security/Obligation _______________________________i

No. of Units Owned ________ _ Current Fair Market Value $ __________ Maturity Date_____________ _

Issuer_________________________________Type of Security/Obligation____________________________ _

No. of Units Owned__________Current Fair Market Value $ _____________ Maturity Date_____________

Item 22. Real Estate

List all real estate, including leaseholds in excess of five years, held by the corporation.

Type of Property^ RGSicjenCe_________________ Property's Location W- 25th St., Upland, CA 91784

Name(s) on Title and Ownership Percentages Carol s Place Trust, Jason & Eunjung Cardiff, TT EES - 100%

Current Value $ 1,600,000 _ Loan or Account No. f»5727__________

Lender’s Name and Address Mr- Cooper (fka Nationstar Mortgage), PO Box 60516, City of Industry, CA 91716

Current Balance On First Mortgage $ 1,510,000 Monthly Payment $ 12,152.36

Other Loan(s) (describe) None ________ _________ _ ______________Current Balance $ ______

Monthly Payment $_________ _________Rental Unit?_________________ Monthly Rent Received $_____________

Type of Property_ Property’s Location_

Name(s) on Title and Ownership Percentages____ __________

Cunent Value $ • __________ _ Loan or Account No.

Lender’s Name and Address

Current Balance On First Mortgage $ ___________

Other Loan(s) (describe)__________________________

Monthly Payment $___________ ______ _ Rental Unit?_

Monthly Payment $_

Current Balance $

Monthly Rent Received $_

Page 10

35


Item 32. Documents Attached to the Financial Statement

List all documents that are being submitted with the financial statement.

Item No. Document Description of Document Relates To

8________ Businesses Related to Jason Cardiff8 ___ Businesses Related to Eunjung Cardiff

I am submitting this financial statement with the understanding that it may affect action by the Federal Trade Commission or a federal court. I have used my best efforts to obtain the information requested in this statement. The responses I have provided to the items above are true and contain all the requested facts and information of which 1 have notice or knowledge. I have provided all requested documents in my custody, possession, or control. I know of the penalties for false statements under 18 U.S.C. § 1001, 18 U.S.C. § 1621, and 18 U.S.C. § 1623 (five years imprisonment and/or fines). I certify under penalty of perjury under the laws of the United States that the foregoing is true and correct.

InitialsPage 15

36


EXHIBIT 337


Case 5:18-cv-02104-SJO-PLA

»

mr.cooperCHANGING TH£ f-ACt OP HOM£ LOANS

Document 130-3 #:6486

FiieowafttiGWOE eayN sitafrSMBsge idCONTACT INFORMATION

8950 Cypress Waters Blvd. Coppefl, TX 75019

Customer Service: 888-480-2432 Monday through Thursday from 7 a.m. to 8 p.m, (CT), Friday from 7

a.m. to 7 p.m. (CT) and Saturday from 8 a.m. to 12 p.m. (CT)

www.mrcooDer.com

JASON CARDIFF AMY CARDIFF

Statement Date: 12/18/2018

Loan Number: ■5727Payment Due Date: 01/01/2019Amount Due: Option 1 (Minimum): $36,004.21

Option 2 (Interest Only): $36,004.21Option 3 (Full): $36,491.86Option 4 (Accelerated) $78,061.27

H payment is received on or after 01/17/2019; $496.04 /ate fee will be charged

Warning: Your Minimum Payment is less than the amount required to cover the current month’s interest on your loan. You may make this payment, but your loan balance will increase due to the difference.

The Principal Bafence does not represent the payoff amount of /jut account and is not to be used for payoff purposes.

[Explanation of Amounts Due

1 Principal | Interest

Escrow Amount (for Taxes & Insurance)| Optional Products and Services1 Regular Monthly Payment

Total Fees and ChargesOverdue Payment(s)Lender Paid Expenses*Partial Payment (Unapplied)Total Amount Due

Option 1 (Minimum) $3,568.37 $6,352.36 $1,749.98

$0.00 $11,670.71 $992.08

$23,341.42 $0.00 $0.00

$36,004.21

PDtinn_2Hnt<?KSLOn]y}$3,568.37$6,352.36$1,749.98

$0.00$11,670.71$992.08

$23,341.42$0.00$0.00

$36,004.21

Ootion 3 (30) $4,056.02 $6,352.36 $1,749.98

$0.00 $12,158.36 $992.08

$23,341.42 $0.00 $0.00

$36,491.86

Option 4 (15) $45,625.43 $6,352.36 $1,749.98

$0.00 $53,727.77

$992.08 $23,341.42

$0.00 $0.00

$78,061.27

If you make this payment...

...your principal balance will increase, and vou will be

borrowing more money and losing equity in your home.

Minimum

...your principal balance will stav the same and vou will not be closer to paying off

your loan,

Interest Only

...your principal balance will decrease and vou will be closer to paying off your

loan.

Full

Accelerated

Please call Mr. Cooper to request the full amount owed on your account as the amount due may be different than stated here due to interest and other charges or credits.

Pait Payment Breakdown

Payment Rec'd Paid Year since 11/21/2018 to Date

I Principal : Interest1 Escrow (Taxes & Insurance); Optional Insurance

Fees and ChargesLender Paid ExpensesPartial Payment (Unapplied)

; Total

$0.00 $39,821.38$0.00 $55,930.17$0.00 $17,768.72$0.00 $0.00$0.00 $0.00$0.00 $0.00$0.00 $0.00$0.00 $113,520.27

Transaction Activity <11/21/2018 to 12/18/2018)

Date Description Total Principal Interest Escrow Other12/18/2018 Late Charge Assessed $496.04 $496.04

Important Messages (See Reverse side for Additional Critical Notices)

Warning: Your Minimum Payment Is less than the amount required to cover the current month's interest on your loan. You may make this payment, but your loan balance will Increase due to the difference.

Your Interest rate Is scheduled for review within the next 60 days. Details regarding any possible change will be sent within the next JO days.

"Total Fees & Charges " Include, but are not limited to, phone pay fees, Insufficient fund fees, or convenience fees. These fees & charges appear in the "Other" category of the Transaction Detail, if applied since the last billing cycle.

Mr. Cooper is a brand name for Nationstar Mortgage LLC. Nationstar Mortgage LLC is doing business as Nationstar Mortgage LLC d/b/a Mr. Cooper. Mr, Cooper is a registered service mark of Nationstar Mortgage LLC. All rights reserved.If you are a successor in interest (received the property from a relative through death, devise, or divorce, and you are not a borrower on the loan) that has not assumed, or otherwise become obligated on the debt, this communication is for informational purposes only and is not an attempt to collect a debt from you personally.

Account Information

interest Bearing Principal Balance Interest Rate (Until 0V01/2019) Escrow Balance

$1,418,201.535.375%

$5,321.35

§< DETACH HERE AND RETURN WITH YOUR PAYMENT. PLE.ASE ALLOW A MINIMUM OF 7 TO II) DAYS FOR POSTAL DELIVERY.

mr.cooperchanging the FACE of home loans www.mrcooper.com□ PLEASE CHECK BOX IF MAILING ADDRESS OR PHONE NUMBER HAS CHANGED. ENTER CHANGES ON BACK OF COUPON


MR. COOPER PC BOX 60516CITY OF INDUSTRY, CA 91716-0516

ACCOUNT NUMBERHH5727

AMOUNT DUE*

01/01/2019 $36,004.21

Option 1 (Minimum):Option 2 (Interest Only): !Option 3 (Full): !Option 4 (Accelerated):

36,004.2136,004.2136,491.8678,061.27

WRITE YOUR LOAN NUMBER ON YOURCHECK OR MONEY ORDER AND MAKE PAYABLE TO MR. COOPER’

PAYMENT DUE IF RECEIVED ON OR AFTER

01/17/2019 $36,500.25

ADDITIONAL ESCROW $,

■ADDITIONAL PRINCIPAL t

iiIIiIINi1Iiii,iiIIiiiIiIiiiIiiniiHiiiIiI,iIi,iiIIiIiiiiiiI TOTAL AMOUNT OF YOUR CHECK DO NOT SEND CASH

5?2?| 38


Case 5:18-cv-02104-SJO-PLA Document 130-3 Filed 06/10/19 Page 6 of 9 Page IDIMPORTANT PAYMENT INFORMATION #.'6487

»It is important to use the remittance stub and envelope provided since both contain computer encoding that will help ensure prompt and accurate posting of payments. Always include your loan number on your check or money order. However, should you not receive your statement, DO NOT DELAY PAYMENT. Simply write your loan number on your check or money order and mail to the payment address as provided in the Contact Information section below.

• Do not send cash or correspondence as this could delay processing. Correspondence should be sent to the address provided in the Contact Information section below.

■ Please be advised that if your account is delinquent or if there are fees and charges due, your account may not be paid ahead nor may principal reduction payments be applied. When Mr. Cooper receives a remittance that is in excess of a payment amount, that excess is applied to your account in accordance with a predetermined sequence: 1) Principal and Interest due; 2) Applicable Escrow amounts; 3) Fees and other charges assessed to your account. Once this sequence has been satisfied, you may give specific instructions as to how you would like excess amounts to be applied to your account by noting your preference on the face of your remittance stub.

• Any lump sum received that is not accompanied by a payoff quote will be applied according to our standard payment application rules. This will not result in satisfaction and reconveyance/release unless amount tendered satisfies all amounts due and owing on the account.

• A Schedule of Fee for Select Services may be found on our website at www.mrcooper.com.

SERVICEMEMBERS CIVIL RELIEF ACTThe Servicem embers Civil Relief Act (SCR A) may offer protection or relief to members oft he military who have been called to active duty. If you are a member of the military who has been called to active duty or received a Permanent Change of Station order and you have not already snade us aware, please forward a copy of your orders to us at:Mr. Cooper, Attn: Military Families, P.O. Box 619098, Dallas, TX 75261-9741, fax 855-856-0427 or email [email protected]. Be sure to include your loan number with the copy of the orders. Please visit our website at www.mrcooper.com for complete details regardingLegal Rights and Protections Under the SCRA.LATE CHARGES AND OVERDRAFT FEESPayments received and posted after a grace period will be assessed a late charge. The late charge rate and number of grace days are shown on your Note. Please allow adequate time for postal delays as the receipt and posting date will govern the assessment of a late charge. Partial payments cannot be applied. If a payment is credited to your account and subsequently dishonored by your bank, Mr, Cooper will reverse that payment and assess your loan account an insufficient funds fee of up to $50.00, as permitted by applicable law. (This fee may vary by state.)HOMEOWNER COUNSELING NOTICEIf your loan is delinquent, you are entitled to receive homeownership counseling from an agency approved by the United States Department of Housing and Urban Development (HUD). A list of the HUD-approved, nonprofit homeownership counseling agencies maybe downloaded from the Internet at: https://apps.hud.gov/offices/hsg/sfli/hcc/hcs.cfm or by calling the HUD toll free number 1-800-569- 4287 (toll free TDD number 1-800-877-8339) to obtain a list of approved nonprofit agencies serving your residential area.NEW YORK STATE RESIDENTSForthosecustomerswho reside in the stateofNew York, aborrower may file complaints about the Servicer withtheNew York State Department of Financial Services or may obtain further in formation by calling the Department’s Consumer Help Unit at 1-800-342-3736 or by visiting the Department's website at www.dfs.ny.gov. Mr, Cooper is registered with the New York Superintendent of Financial Services.

Mr. Cooper may report your account to the major credit bureaus.Late or missed payments and other defaults on your account may reflect on your credit report which can Impact your ability to obtain other forms of credit.

PAYMENT OPTIONSAUTOPAY Allows you to have your payment automatically debited, each month, from the checking or savings account of your choice. Mr. Cooper does not charge a fee to activate this service. Call 888-480-2432 for more information or visit our website at www.mrcooper.com.ONLINE PAYMENT Allowsyoutosignintoyour account anytime tomakeapayment. There is no charge for this service. Sign in towww.mrcooper.com.AUTOMATED PHONE PAYMENT Is a pay-by-phone service provided through our automated phone system. There may be a fee ofup to $14 for this service. Call 888-480-2432. AGENT ASSISTED PAYMENT Is a pay by phone service provided by a customer service agent. Call 888-480-2432 and speak with an agent. There may be a fee of up to $19 for this semce. PAY BY MAIL Detach the coupon provided with this statement and mail it with your check or money order in the envelope provided. Please write your loan number on your payment and allow adequate time for postal delays as the receipt and posting date will govern the assessment of late charges. Send payment via express or overnight mail to Mr. Cooper, Attn: Payment Processing - 650783,1010 W. Mockingbird, Suite 100, Dallas, TX 75247.WIRE You may send payments, via wire transfer, to the following:Bank Account: 405900QXXXXXXXXXX(10Xs equals the borrower loan numberwith leading zero)Routing#: 121000248Bank Name: Wells Fargo Bank, N.A.Bank Address: 420 Montgomery Street, San Francisco, CA 94104MONEYGRAM EXPRESS PAY ME NT Ensures same-day delivery ofyour payment to Mr. Cooper. Visit your local MoneyGram Agent, Calll-800-926-9400 to locate the one nearest you. Complete the ExpressPayment form, provid ing your name and Mr. Cooper loan number. The MoneyGram Receive Code is ***1678***. All ExpressPayment transactions requ ire cash. The agent will charge a fee for this service.WESTERN UNION QUICKCOLLECT^Ensuressame-daydeliveryof you r payment to Mr. Cooper, Visit you r local Western Union Agent. Ca111-800-325-6000 to locate th e one nea rest you. Complete theQuickCollect form with your name and Mr. Cooper loan number, indicating:

Pay to: Mr. Cooper Code City: MRCOOPER State: TX All QuickCollect transactions require cash. Western Union will charge a fee for this service,

NOTICE TO CUSTOMERS MAKING PAYMENTS BY CHECKAuthorization to Convert Your Check: If you send us a check to make your payment, your check maybe converted into an electronic fund transfer. An electronic fund transfer is the process in which your financial institution transfers funds electronically from your account to our account. By send ing your completed signed check to us, you authorize us to copy your check and use the information from your check to make an electronic funds transfer from your account for the same amount as the check. Ifthe electronic fund transfer cannot be processed for technical reasons, you authorize us to process the copy of your check.

Insufficient Funds: The electronicfund transfer from your account will usually occur within 24 hours ofour receipt ofyour check. Ifthe electronic fund transfer cannot be completed because of insufficient funds, you maybe assessed anNSFfee in connection with the attempted transaction.Transaction Information: The electronic fund transfer from your account will be on the account statement you receive from your financial institution. You will not receive your original check back from your financial institution. For security reasons, your original check will be destroyed, but we will keep a secured copy of the check for record keeping purposes.Your Rights: You should contact your financial institution immediately if you believe that the electronic fund transfer reported on your statement was not properly authorized or is otherwise incorrect. Consumers have protections under the Electronic Fund Transfer Act for any unauthorized or incorrect electronic fund transfer.

CONTACT INFORMATIONCUSTOMER SERVICE: 888-480-2432, Monday through Thursday 7 a.m. to 8 p.m. (CT), Friday 7 a.m. to 7 p.m. (CT), and Saturday 8 a.m. to 12 p.m, (CT)[Calls maybe monitored and/or recorded for quality assurance purposes].

24-HOUR AUTOMATED ACCOUNT INFORMATION: Sign in to www.mrcooper.com OR call 888-480-2432.

MAILING ADDRESSES: For Mr. Cooper are listed below. Please carefully select the address suited to your needs and remember, sending payments to any address other than the one specifically identified for payments will result in delays and may result in additional feesbeing assessed to your account.

PAYMENTS:

PO Box 60516

NOTICE OF ERROR/INFORMATIONREQUEST/QWR*:PO Box 619098

OVERNIGHT DELIVERY CORRESPONDENCE:

Lake Vista 4

INSURANCE RENEWALS/ TAX NOTICES/ BILLS: BILLS:

PO Box 7729 PO Box 2505

BANKRUPTCY NOTICES/ PAYMENTS:

PO Box 619094City of Industry, CA Dallas, TX 75261-9741 800 State Highway 121 Bypass91716-0516 Lewisville, TX 75067

Springfield, OH 45501-7729 Covina, CA 91722-2505 Dallas, TX 75261-9741Fax (800) 687-4729 Fax (626) 667-6439

♦PURSUANT TO RESPA, A “QUALIFIED WRITTEN REQUEST" (QWR) REGARDING THE SERVICING OF YOUR LOAN, A NOTICE ASSERTING THAT AN ERROR OCCURRED WITH RESPECT TO YOUR LOAN OR A NOTICE REQUESTING INFORMATION WITH RESPECT TO YOUR LOAN MUST BE SENT TO THIS ADDRESS: Mr. Cooper PO Box 619098, Dallas, TX 75261-9741, Attn: Customer Relations Officer. A “qualified written request” must comply with the requirements of RESPA, as follows: Qualified written request; defined. A qualified written request means a written correspondence (other than notice on a payment coupon or other payment medium supplied by the servicer) that includes, or otherwise enables the servicer to identify, the name and account of the borrower, and includes a statement of the reasons that theborrowerbelievesthe account is in error, if applicable, or that provides sufficient detail to the servicer regarding informat ion relatingto the servicing ofthe loan sought bythe borrower. A QWR,notice oferror or request for information isnol timely ifit is delivered to a servicer more than 1-year after either the dateoftransfer ofservicingor the date that the mortgage loan is discharged, whichever date is applicable.

Mr. Cooper, its affiliates, successors or its assigns or their officers, directors, agents, or employees, are neither liable nor responsible for, or make any representation regarding the products or services offered on any enclosed inserts.

CHECK THE APPROPRIATE BOX:

CHANGE OF ADDRESS OR TELEPHONE NUMBER□ MAILING ADDRESS □ TELEPHONE NUMBER LOAN tt:

Borrower’s Name: Co-Borrower’s Name:

Borrower’s New Address: Co-Borrower’s New Address:

Authorized Borrower's Number(s):Home: (_____)______________________________________

Work: (_____)___________________________ Ext:______

Other: (_____)______________________________________

Mobile: Yes No

Mobile: Yes No

Mobile: Yes No

Authorized Co-Borrower's Number(s):Home: (_____) ,______________________

Work: ( ____ )___________________________ Ext:______

Other: (_____)______________________________________

Mobile: Yes No

Mobile: Yes No

Mobile: Yes No

Signature Required:_________________________________________________________ Signature Required:

I consent to being contacted by Mr. Cooper at any telephone number 1 have provided. This includes, but is not limited to, ca lls from your dialing system to my cellular or mobile telephone.

39


Case 5:18-cv-02104-SJO-PLA Document 130-3#:6488

mr,cooperCHANCING THE FaCC OF HOME LOANS

8950 Cypress Waters Blvd. Coppell, TX 75019

Filed 06/10/19 Page 7 of 9 Page IDMORTGAGE LOAN STATEMENT

CONTACT INFORMATIONCustomer Service: 888-480-2432

Monday through Thursday from 7 a.m. to 8 pm (CT), Friday from 7 a.m. to 7 p.m. (CT) and Saturday from 8 a.m. to 12 p.m. (CT)

www.mrcooDer.com


Statement Date: 12/18/2018Statement Date: 12/18/2018

Loan Number: ^^Hs/27Payment Due Date: 01/01/2019Amount Due: Option 1 (Minimum): $36,004.21

Option 2 (Interest Only): $36,004.21Option 3 (Full): $36,491.86Option 4 (Accelerated) $78,061.27

IIpayment is received on or after 01/17/2019; $496.04 late fee will be charged.

You can make your payment online at wmv.mrcooper.com. There is no charge for this service.

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Case 5:18-cv-02104-SJO-PLA Document 130-3 Filed 06/10/19 Page 8 of 9 Page ID#:6489mr. 12/18/2018 OUR INFO

[ ! J ' j l '1 ''1 I "SO Cypress Waters Blvd.w “ Coppell, TX 75019

CHANGING THe FACE Of HOME EOANS

CUSTOMER SERVICE 888-480-2432 Mon-Thu 7 a.m to 8 p.m. (CT) Fri 7 a.m. to 7 p.m. (CT)Sat 8 a.m. to 12 p.m. (CT)

ONLINEwww.mrcooper.com


YOUR INFOLOAN NUMBER

Dear Jason Cardiff and Amy Cardiff,

At Mr. Cooper, we’re committed to helping homeowners find solutions that could help them stay in their home and continue enjoying all the benefits of homeownership. Even in times of difficulties.

Why am I receiving this letter?As of 12/18/2018, you are 48 days delinquent on your mortgage loan. Here is a recent payment history, and the reason for our concern:

RECENT ACCOUNT HISTORYPAYMENT DUE 07/01/2018 Fully paid on 07/13/2018 PAYMENT DUE 08/01/2018 Fully paid on 07/27/2018 PAYMENT DUE 09/01/2018 Fully paid on 09/05/2018

CURRENT PAYMENT DUE 01/01/2019: $11,670.71AS OF 12/18/2018 THE TOTAL AMOUNT DUE IS $36,004.21. You must pay this amount to bring your loan current.

Please call us to request the full amount owed on your account as the amount due may be different than stated here due to interest and other charges or credits.

What do I need to know?Failure to bring your loan current may result in fees, possibly even foreclosure and the loss of your home. We are here to help. You do have options. *Here are some of the solutions that may be available, depending on your situation:

• Modifying the terms of your current loan.• Receiving a payment forbearance that temporarily gives you more time to pay your monthly payment.• If you simply can’t pay your mortgage, an alternative to foreclosure may be selling your home and using the proceeds to

pay off your current loan. A short payoff may be acceptable, or a deed in lieu of foreclosure may be an option.

Additional resources are also available. For extra help, you can reach out to housing counselors who’ll work as your advocate while exploring solutions that could help you keep your home.

• The Consumer Financial Protection Bureau: http://www.consumerfinance.gov/mortgagehelp• The Department of Housing and Urban Development (HUD): http://www.hud.gov/offices/hsg/sffi/hcc/hcs.cfm• HUD Housing Counseling Agency Locator: (800) 569-4287• The Homeowners HOPE™ Hotline Number: (888) 995-HOPE

What do J need to do?The sooner we hear from you, the sooner we can help get your homeownership back on track.If you've already reached out for help, don't worry, that process is still proceeding and no further action is required.

f you have any questions, please contact our Customer Service Department at 888-480-2432 or via mail at the address listed above. Our hours of operation are Monday through Thursday 7 am to 8 pm (CT), Friday 7 am to 7 pm (CT) and Saturday 8 am to 12 pm (CT).

Sincerely,The Loss Mitigation Department at Mr. Cooper

^Borrower must meet certain requirements to qualify for any of the options/products referenced. Terms are subject to change.

PAYMENT DUE 10/01/2018 Fully paid on 09/29/2018

PAYMENT DUE 11/01/2018 Unpaid balance of $11,670.71 PAYMENT DUE 12/01/2018 Unpaid balance of $11,670.71

Mr. Cooper is a brand name for Nationstar Mortgage LLC. Nationstar Mortgage LLC is doing business as Nationstar Mortgage LLC d/b/a Mr. Cooper. Mr. Cooper is a registered service mark of Nationstar Mortgage LLC. All rights reserved.If you are a successor in interest (received the properly from a relative through death, devise, or divorce, and you are not a borrower on the loan) that has not assumed, or otherwise become obligated on the debt, this communication is for informational purposes only and is not an attempt to collect a debt from you personally. EQUAL MOUSING

OPPORTUNITY 41


Case 5:18-cv-02104-SJO-PLA Document 130-3 Filed 06/10/19 Page 9 of 9 Page ID#:6490

mrcooperCHAMGIMC THE FACE OF HOME LOANS

Servicemembers Civil Relief Act Notice Disclosure

U.S. Department of Housing and Urban Development

Office of Housing

OMB Approval 2502-0584 Exp 3/31/2021

Legal Rights and Protections Under the SCRA

Servicemembers on “active duty” or “active service,” or a spouse or dependent of such a servicemember may beentitled to certain legal protections and debt relief pursuant to the Servicemembers Civil Relief Act (50 USC §§3901-4043) (SCRA).

Who May Be Entitled to Legal Protections Under the SCRA?• Regular members of the U.S. Armed Forces (Army, Navy, Air Force Marine Corps and Coast

Guard).• Reserve and National Guard personnel who have been activated and are on Federal active duty• National Guard personnel under a call or order to active duty for more than 30 consecutive

days under section 502(f) of title 32, United States Code, for purposes of responding to a national emergency declared by the President and supported by Federal funds

• Active service members of the commissioned corps of the Public Health Service and the National Oceanic and Atmospheric Administration.

• Certain United States citizens serving with the armed forces of a nation with which the United States is allied in the prosecution of a war or military action.

What Legal Protections Are Servicemembers Entitled To Under the SCRA?• The SCRA states that a debt incurred by a servicemember, or servicemember and spouse jointly,

prior to entering military service shall not bear interest at a rate above 6 % during the period of military service and one year thereafter, in the case of an obligation or liability consisting of a mortgage, trust deed, or other security in the nature of a mortgage, or during the period of military service in the case of any other obligation or liability.

• The SCRA states that in a legal action to enforce a debt against real estate that is filed during, or within one year after the servicemember’s military service, a court may stop the proceedings for a period of time, or adjust the debt. In addition, the sale, foreclosure, or seizure of real estate shall not be valid if it occurs during or within one year after the servicemember’s military service unless the creditor has obtained a valid court order approving the sale, foreclosure, or seizure of the real estate.

• The SCRA contains many other protections besides those applicable to home loans.

How Does A Servicemember or Dependent Request Relief Under the SCRA?

• In order to request relief under the SCRA from loans with interest rates above 6% a servicemember or spouse must provide a written request to the lender, together with a copy of the servicemember’s military orders.

Mr. Cooper, Attn: Military Families, PO Box 619098, Dallas, TX 75261-9741• There is no requirement under the SCRA; however, for a servicemember to provide a written notice

or a copy of a servicemember’s military orders to the lender in connection with a foreclosure or other debt enforcement action against real estate. Under these circumstances, lenders should inquire about the military status of a person by searching the Department of Defense’s Defense Manpower Data Center’s website, contacting the servicemember, and examining their files for indicia of military service. Although there is no requirement for servicemembers to alert the lender of their military status in these situations, it still is a good idea for the servicemember to do so.

How Does a Servicemember or Dependent Obtain Information About the SCRA?

• Seivicemembers and dependents with questions about the SCRA should contact their unit’s Judge Advocate, or their installation's Legal Assistance Officer. A military legal assistance office locator for all branches of the Armed Forces is available at http://legalassislance.law.af.mil/content/locator.php

• “Military OneSource” is the U. S. Department of Defense’s information resource. If you are listed as entitled to legal protections under the SCRA (see above), please go to www.miiitarvonesource.mil/legal or call 1-800-342-9647 (toll free from the United States) to find out more information. Dialing instructions for areas outside the United States are provided on the website.

form HUD-92070 (6/2017)

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EXHIBIT 443


Mr. Cooper, Attn: Payoff Department 8950 Cypress Waters Blvd Coppell, TX 750191-888-480-2432 Statement Date: December 4, 2019

Payoff Statement Amended

Send to: JASON CARDIFF700 west 25th Street

Upland, CA 91784Loan Nbr:The following statement reflects the above referenced mortgage in date payoff funds are received.

Mortgagor (s) JASON CARDIFF AMY CARDIFF

Property Addr: 700 WEST 25TH STREET UPLAND, CA 91784

the estimated payoff amount required to prepay full. Interest will be collected up to the

Interest Paid to Date: 10/01/18 Next Payment Due Date: 11/01/18QUOTE DETAIL

Unpaid Principal 1,418,201.53Interest Due 98,298.69(From 10/01/18 to 12/31/19 at 5.125%)Late Charges of Corporate Advance Escrow Advance

5,183.60 60.00 6,679.52

COUNTY RECORDING FEE 3PTY RECON REL FEE Quote Fee

198.0020.0030.00

Prin and Interest 9,920.73Mthly Escrow Pymt 1,749.98

Balance Due 1,528,671.34 Mortgage Payment 11,670.71If payoff funds are submitted after 12/31/19, the applicable per diem interest of S 213.70 must be added for each day thereafter. Continue to make yourscheduled mortgage payments. DO NOT PLACE A STOP PAYMENT ON ANY CHECK PREVIOUSLY REMITTED. If any scheduled payment is received after the Late Charge grace period as set forth in the applicable Note, a Late Charge of $ 533.24 will beassessed.Estimated Disbursements: Due Date Amount HAZARD SFR 2/11/20 6,930.57 COUNTY TAX 4/10/20 8,005.24PAYOFF" FUNDS'MUST BE REMITTED USING CERTIFIED FUNDS OR BY WIRE TRANSFER ONLY. If using wire transfer, forward to: Wells Fargo Bank, N.A., Routing # 121000248, for credit to Mr. Cooper Payment Clearing Account# 40590000614585727. If mailing certified funds, make payable to Mr. Cooper and forward to the.address listed at the top of page. Funds received after 3:00pm Central Time may be posted on the following business day. Please include the Mortgagor's Loan Number on all correspondence.We will continue to make disbursements of all escrow items (hazard, flood, PMI/MIP, taxes, etc.) up to the date of payoff. It is the responsibility of the borrower(s) and their closing agent to obtain a refund should a double payment occur.

***IMPORTANT NOTICE***We reserve the right to adjust any portion of this statement at any time for one or more of the following reasons, but not limited to: recent advances, returned items, additional fees or charges, disbursements made on your behalf, scheduled payment(s) from an escrow account, transfer of servicing and/or inadvertent clerical errors.This payoff estimate does not waive our rights to collect any funds which become due on this account as a result of any subsequent adjustments. Additionally, Mr. Cooper will not provide reconveyance or release of the Security Instrument until the account is paid in full. Upon payment in full and within state specified guidelines, the necessary documents will be forwarded to the Trustee and/or County Recorder's Office to release our lien. Any overpayment will be refunded to the mortgagor(s) within 20 Business Days after payment in full.Nationstar Mortgage LLC d/b/a Mr. Cooper is a debt collector. This is an attempt to collect a debt and any information obtained will be used for that purpose. However, if you are currently in bankruptcy or have received a discharge in bankruptcy, this communication is not an attempt to collect a debt from you personally to the extent that it is included in your bankruptcy or has been discharged, but is provided for informational purposes only.

44


EXHIBIT 545


Hal D. Goldflam

From:Sent-To:Cc:Subject:

Jim White <[email protected]> Monday, November 11, 2019 4:02 PM Hal D. Goldflamkai Cardiff; 'Eunjung Cardiff; Michael Thurman Re: FTC v. Cardiff

I will be back to you later this week.

Sent from my Verizon, Samsung Galaxy smartphone

.......... - Original message —-------From: "Hal D Goldflam" <[email protected]>Date: 11/11/19 12:01 PM (GMT-07:00)To: Jim White <[email protected]>Cc: Brick Kane <[email protected]>, Anita Jen <[email protected]>, Michael Fletcher <[email protected]>, "Craig A. Welin" <[email protected]>Subject: FTC v. Cardiff

Jim,

I attach the Non-Disclosure and Confidentiality Agreement. Please return to me a signed copy.

Hal

Hal D. GoldflamFRANDZEL ROBINS BLOOM & CSATO, L.C.1000 Wilshire Boulevard, 19th Floor Los Angeles, CA 90017-2427 Phone: (323)852-1000Facsimile: (323)651-2577E-mail: [email protected]: www.frandzt1 com

FRANDZELGO GREEN: Please consider the environment before you print.

This electronic message contains information which may be confidential and privileged and is intended only for the named addressee. Unless you are the addressee of this message you may not use, copy or disclose the contents of this message to anyone, if you have received this message in error, please delete the message and advise the sender by reply e-mail or by calling (323) 852-1000. Thank you.

To ensure compliance with Internal Revenue Service Circular 230, we inform you that any U.S. Federal Tax advice contained in this communication is not intendeo or written-to be-usedy-and-cannot-be-usedi-for the-purpose-of (-1-)-avoiding-penalties under the Internal-Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matter(s) addressed herein.

146


NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Nondisclosure and Confidentiality Agreement (“Agreement”) is entered into this 8th day of November, 2019, by and between Robb Evans & Associates LLC (“Receiver”), as Receiver of Redwood Scientific Technologies, Inc. (California), Redwood Scientific Technologies, Inc. (Nevada), Redwood Scientific Technologies, Inc. (Delaware), Identify, LLC, Advance Men’s Institute Prolongz LLC, Run Away Productions, LLC, Carols Place Limited Partnership, and each of their subsidiaries, affiliates, successors, and assigns, and of assets of Jason Cardiff and Eunjung Cardiff, in the action captioned as Federal Trade Commission v. Jason Cardiff, et al, United States District Court, Central District of California, Western Division, Case No. 5:18-cv-02104 SJO (PLAx) (“Action”), on the one hand, and Jason Cardiff and Eunjung Cardiff (“Cardiffs”), and their counsel of record in the Action, James D. White (“White”, and together with the Cardiffs, the “Cardiff Parties”), on the other hand, as follows:

RECITALS

A. On July 17, 2019, the Court in the Action entered an order granting the Receiver and its real property appraiser’s access to the real property located at 700 West 25th Street, Upland, California 91784 (“Residence”). Pursuant to that order, the Receiver procured three separate residential appraisal reports (“Appraisals”).

B. The Appraisals, including the opinions of value, remain confidential and have not otherwise been disclosed by the Receiver to anyone other than to its counsel of record in the Action.

C. In connection with the Receiver’s (i) contemplated motion to be filed in the Action seeking the Court’s approval of the Receiver’s settlement with third-party Inter/Media Time Buying Corporation (“Inter/Media”) regarding their asserted lien claims in the Residence, and (ii) contemplated motion to be filed in the Action seeking the Court’s approval to market and sell the Residence (the “Motions”), including discussions between the Receiver and the Cardiff Parties seeking to resolve informally any objections the Cardiff Parties may have to the Motions, the Cardiff Parties have requested the Receiver to provide copies of the Appraisals to them. The Receiver does not agree to provide the Appraisals to the Cardiff parties, but agrees to disclose to them the average of the “as is” opinions of value in the Appraisals, subject to the terms and conditions set for the below.

NOW, THEREFORE, the Receiver and the Cardiff Parties agree as follows:

1. Recitals. The foregoing recitals are incorporated herein by reference as though fully set forth.

2. As used in this Agreement, “Confidential Information” means the average “as-is” opinions of value provided for in the Appraisals.

3. In consideration of being furnished the Confidential Information, the Cardiff Parties agree that the Confidential Information shall be kept confidential by them and, except with the specific prior written consent of the Receiver or as may be authorized by the Court in the Action, shall not be disclosed to any other person or entity.

3535942.1 147


4. The Cardiff Parties further agree that the Confidential Information will be used solely for the purpose of evaluating the Motions and whethei to stipulate to the relief sought thereby, or any portion thereof

5. In the event of a breach of this Agreement by the Cardiff Parties, or any of them, the Receiver may seek all remedies at law 01 in equity available to against the Cardiff Parties.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have executed this Agreement as of the day and year first wntten above.

RECEIVER

By: __________________________________Name: Brick KaneTitle: President & Chief Operating Officer

Jason Cardiff

Eunjung Cardiff

James D. White

3535942.1 2

48
