RECEIVER’S APPLICATION FOR ATTORNEY’S FEES AND COSTS …

RECEIVER’S APPLICATION FOR ATTORNEY’S FEES AND COSTS AND BRIEF IN SUPPORT THEREOF

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IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS

SECURITIES AND EXCHANGE COMMISSION,

PLAINTIFF,

v.

CHRISTOPHER A. FAULKNER, ET. AL.,

DEFENDANT.

§§§§§§§§§§§

CIVIL ACTION NO. 3:16-CV-01735-D


Court-appointed Receiver Thomas L. Taylor III (“Receiver”) moves the Court to approve

his reasonable and necessary attorney’s fees and costs incurred in prosecuting the contempt

motion. Receiver moved to hold defendants Christopher A. Faulkner (“Faulkner”), Breitling Oil

& Gas Corporation (“BOG”), and Breitling Energy Corporation (“BECC”), and nonparties

Carole Faulkner, Esquire (“Carole”) (Faulkner’s mother), Breitling Royalties Corporation

(“BRC”)1, and U.S. Property Investments, Inc. (“USPI”) (collectively the “Contemnors”) in civil

contempt for violating three court orders. In its Memorandum Opinion and Order issued on

February 13, 2018, [Dkt. 247] this Court found Contemnors to be in civil contempt and that

Receiver is entitled to recover his reasonable and necessary attorney’s fees and costs incurred in

prosecuting the contempt motion. This Application requests that the Court grant the Receiver

those reasonable and necessary attorney’s fees and costs.

I. BILLING HISTORY

The reasonable and necessary attorney’s fees and costs incurred to prosecute the

1 Breitling Royalties Corporation is referred to in the court’s show cause orders as “Breitling RoyaltyCorporation.”

Case 3:16-cv-01735-D Document 258 Filed 03/13/18 Page 1 of 6 PageID 7856


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contempt motion and prepare for Carole’s California lawsuit required the services of Dykema

Cox Smith (“Dykema”), Receiver’s law firm, the Taylor Law Firm (“Taylor Law”), and

Corrigan & Morris LLP (“Corrigan & Morris”) as local counsel in California.

Receiver hired Dykema Cox Smith (“Dykema”) on November 14, 2017 to prepare for

and conduct a hearing scheduled for December 14, 2017. Given the short time and extensive

work, Dykema used four attorneys of different levels of experience to properly prepare for the

hearing and the multiple segments of the case.

The Court set the billing rates for the Dykema timekeepers. These set rates are

discounted from the standard billing rates normally used by the Dykema attorneys. Edwin

Tomko’s rate was discounted from $550.00 to $380.00. Jason Ross’s rate was discounted from

$480.00 to $370.00. Rachel Skinner Fernandez billed at her standard billing rate of $325.00.

Meredith Tavallaee billed at her standard billing rate of $295.00.

For the issue of RackAlley, Mr. Tomko worked 1 hour. For the first Order to Show

Cause Motion, Mr. Tomko worked 3 hours; Mr. Ross worked 11.1 hours; Ms. Fernandez worked

9.5 hours; and Ms. Tavallaee worked 3.2 hours. In preparation for the contempt hearing and the

hearing itself, Mr. Tomko worked 53.5 hours; Mr. Ross worked 29.6 hours; and Ms. Tavallaee

worked 5.5 hours. In addition, legal research services, filing fees and other hearing expenses

were incurred totaling to $517.87. For the California lawsuit, Mr. Tomko worked 3.9 hours; Mr.

Ross worked 25.9 hours; and Ms. Tavallaee worked 1 hour. In total, Mr. Tomko worked 61.4

hours; Mr. Ross worked 66.6 hours; Ms. Fernandez worked 9.5 hours; and Ms. Tavallaee worked

8.7 hours. In total, Dykema’s legal services and expenses amount to $54,440.00.

Taylor Law used the legal services of attorney Thomas L. Taylor III who billed at an

hourly rate of $395.00, attorney Andrew M. Goforth who billed at an hourly rate of $175.00, and



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paralegal Kelly A. Cornelison who billed at an hourly rate of $120.00. For the issue of

RackAlley, Mr. Taylor worked 70.9 hours; Mr. Goforth worked 67.3 hours; and Ms. Cornelison

worked 11.9 hours. For the issue of first Order to Show Cause Motion, Mr. Taylor worked 60.4

hours; Mr. Goforth worked 85.9 hours; and Ms. Cornelison worked 2.6 hours. In preparation for

the contempt hearing and the hearing itself, Mr. Taylor worked 34.2 hours, Mr. Goforth worked

9.5 hours and Ms. Cornelison worked 1.6 hours. For the California lawsuit, Mr. Thomas worked

35.3 hours; Mr. Goforth worked 17.5 hours; and Ms. Cornelison worked 1.2 hours. Taylor Law

incurred expenses for traveling in preparation for the contempt hearing and the hearing itself

which amounts to $1, 628.59. In total, including all services and expenses, Taylor Law billed a

total of $114,555.59.

Corrigan & Morris served as Dykema’s local counsel for Carole’s California lawsuit.

Corrigan & Morris used the services of two attorneys and billed a total of $14, 379.88 including

$1, 619.88 worth of filing expenses and legal research services.

II. ARGUMENT AND AUTHORITIES

A. The Court should use a lodestar analysis to determine a reasonable fee for Receiver and his professionals.

The professional fees and expenses requested in this Application are governed by the

lodestar method of calculation. See Hensley v. Eckerhart, 461 U.S. 424 (1983); Louisiana Power

& Light Co. v. Kellstrom, 50 F.3d 319 (5th Cir. 1995); SEC v. Tyler, No. 3:02-CV-282-P, 2003

WL 21517879 (N.D. Tex. June 30, 2003) (Solis, J.). The lodestar is calculated by multiplying

the number of hours reasonably expended by a reasonable hourly rate. Hensley, 461 U.S. at 433.

In evaluating the reasonableness of the number of hours expended, the Court must “determine

whether the total hours claimed are reasonable [and] also whether particular hours claimed were

reasonably expended.” Kellstrom, 50 F.3d at 325. Reasonable hourly rates may be determined



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by considering the applicant's regular rates and the prevailing rates in the community. Id. at 328.

After multiplication of the two amounts, the Court may adjust the lodestar result upward or

downward as it sees fit based on consideration of the twelve factors enumerated originally in

Johnson v. Georgia Highway Express, Inc., 488 F.2d 714, 717-19 (5th Cir. 1974); Kellstrom, 50

F.3d at 329. The factors include: (i) time and labor required; (ii) novelty and difficulty of issues;

(iii) the skill required to perform the legal services properly; (iv) preclusion from other

employment; (v) customary fees; (vi) fixed or contingent fees; (vii) time limitations imposed by

client or other circumstances; (viii) results achieved; (ix) experience, reputation and ability; (x)

the undesirability of the case; (xi) the nature and length of professional relationship with client;

and (xii) awards in similar cases. Id; see also Netsphere, Inc v. Jeffrey Baron & Ondova Co., No.

3:09-CV-0988-F, 2013 U.S. Dist. LEXIS 94308, *47-48 (N.D. Tex. May 29, 2013) (applying the

Johnson factors in awarding attorneys’ fees to the Receiver’s attorneys), aff’d Netsphere, Inc. v.

Gardere Wynne Sewell, L.L.P., 657 Fed. Appx. 320 (5th Cir. 2016).

Application of the relevant Johnson factors to the professional services provided in this

case demonstrate that the fees and expenses should not be adjusted, either upward or downward.

The Fifth Circuit has held that a district court can require the contemnors to pay the moving

party’s reasonable attorney’s fees incurred for seeking a contempt finding. Cook v. Ochsner

Found. Hosp., 559 F.2d 270, 272 (5th Cir. 1977) (citing United States v. United Mine Workers of

Am., 330 U.S. 258, 303-304 (1947). Here, the Court has held in its February 13, 2018

Memorandum Opinion and Order that Receiver is entitled to recover his reasonable and

necessary attorney’s fees and costs incurred in prosecuting the contempt motion.

The fees and costs incurred were reasonable and necessary because the Court set the

billing rates for the Dykema attorneys to use. This case involved difficult and extensive work in



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a short amount of time. Dykema was hired exactly one month prior to the hearing held on

December 14, 2017. Originally the Dykema attorneys were preparing for an even earlier hearing

to be held on December 11, 2017, but the hearing was rescheduled to December 14, 2017. The

contempt citation involved three different segments, one of which was added while Dykema was

already preparing for the original case. The three separate segments all required research,

investigation and presenting testimony to the Court. Prior to Dykema’s engagement, the case

had an extensive record that also had to be reviewed by the Dykema attorneys. The volume and

level of difficulty of the work required attorneys who had court ability and research and writing

abilities. Dykema had to use four attorneys to prepare for this expedited case which was

successful.

Dykema also assisted in the defense of Carole’s California lawsuit that was filed in

contempt of this Court. This additional segment of the case required Dykema to have to work

with California local counsel. The Court also granted Receiver reasonable and necessary

attorney’s fees and costs for Carole’s California lawsuit.

III. CONCLUSION

For the reasons stated herein, the Receiver requests that the Court approve the

Application and award Receiver reasonable attorney’s fees and costs incurred in prosecuting the

contempt motion. The Receiver requests to hold Contemnors jointly and severally liable for

these reasonable and necessary attorney’s fees and costs.

Dated: March 13, 2018



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Respectfully submitted,

DYKEMA COX SMITH

/s/ Edwin J. TomkoEdwin J. Tomko (20117800) [email protected] M. Ross (24027819) [email protected] COX SMITH

Comerica Bank Tower 1717 Main Street, Suite 4200 Dallas, TX 75201 Direct: 214.462.6447 Main: 214.462.6400 Fax: 888.293.6835

ATTORNEYS FOR THOMAS L. TAYLOR III, RECEIVER

CERTIFICATE OF SERVICE

I certify that on March 13, 2018, I filed the foregoing document through the Court’s CM/ECF system, which delivered electronic notice to all counsel of record, and served all Respondents who had not appeared.

/s/ Edwin J. Tomko

Edwin J. Tomko


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IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

CHRISTOPHER A. FAULKNER, ET. AL.,

Defendant.

§§§§§§§§§§§

CIVIL ACTION NO. 3:16-CV-01735-D

AFFIDAVIT OF EDWIN J. TOMKO IN SUPPORT OF RECEIVER'S APPLICATION FOR ATTORNEY'S FEES AND COSTS AND BRIEF IN SUPPORT THEREOF

I, Edwin J. Tomko, am over twenty-one years of age and am competent to make this

affidavit. I have never been convicted of a felony or misdemeanor involving moral turpitude.

Having been placed under oath and sworn to tell the truth, I hereby do solemnly swear that the

following facts are of my own personal knowledge and are true and correct.

I am the lead attorney representing Receiver Thomas L. Taylor III (“Receiver”) in his

contempt motion [Dkt. 123 and 166]. Receiver retained my law firm Dykema Cox Smith

(“Dykema”) to prepare for and conduct the contempt hearing.

I am submitting this affidavit in support of Receiver’s Application for Attorney’s Fees

and Costs and Brief in Support Thereof (“Application”).

I do hereby certify that I have read the Application and to the best of my knowledge,

information and belief, the Application and all fees therein are true and accurate.

I am familiar with and have reviewed the invoices attached as Exhibits A, B and C. I

have considered the following factors in determining the necessity and reasonableness of the

attorney’s fees and costs:

(a) The time and labor required;

Case 3:16-cv-01735-D Document 258-1 Filed 03/13/18 Page 1 of 51 PageID 7862

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(b) The novelty and difficulty of the issues;

(c) The skill required to perform the legal services properly;

(d) The likelihood that the acceptance of the engagement will preclude other employment;

(e) The fees customarily charged in this locality for similar legal services;

(f) Whether the fee is fixed or contingent;

(g) The time limitations imposed by client or other circumstances;

(h) The results achieved;

(i) The experience, reputation and ability of the lawyers performing the services;

(j) The undesirability of the case;

(k) The nature and length of professional relationship with the client; and

(l) Awards in similar cases.

Dykema’s billing rates have been discounted per the Court’s instructions. My hourly fee

is normally $550.00 but has been reduced to $380.00. Four attorneys from Dykema including

myself worked on this case and have maintained contemporaneous records of the services that

we have rendered representing Receiver.

Jason Ross is Senior Counsel at Dykema and provided majority of the services in this

matter. His standard hourly fee is $480.00 and has been discounted to $370.00.

Rachel Skinner Fernandez is a Litigation Associate at Dykema who provided some

services in this matter. Ms. Fernandez’s hourly fee charged in this matter is $325.00.

Meredith Tavallaee is a first-year associate who also provided some services in this

matter. Ms. Tavallaee’s hourly fee charged in this matter is $295.00. A true and correct report

indicating the number of hours expended by me, Jason Ross, Rachel Skinner Fernandez, and

Meredith Tavallaee in pursuing Receiver’s claims is attached collectively hereto as Exhibit A.

In providing services in this matter, I spent approximately 61.4 hours of time; Mr. Ross


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spent approximately 66.6 hours of time; Ms. Fernandez spent approximately 9.5 hours of time;

and Ms. Tavallaee spent approximately 8.7 hours of time.

Based upon the foregoing, Dykema has incurred $54,440.00 in reasonable and necessary

attorney’s fees and costs from November 14, 2017 to December 27, 2017 related to the contempt

hearing and defending the Receiver in Carole Faulkner’s California lawsuit.

I am also familiar with and have reviewed the Receiver’s billing invoices for the work

that Receiver’s law firm, Taylor Law Firm (“Taylor Law”) has completed for the contempt

hearing and Carole Faulkner’s California Lawsuit.

Receiver Thomas L. Taylor III is an attorney at Taylor Law. Receiver’s hourly fee

charged in this matter is $395.00.

Andrew M. Goforth is an attorney at Taylor Law and has provided some services in these

matters. Mr. Goforth’s hourly fee charged in this matter is $175.00.

Kelly A. Cornelison is a paralegal at Taylor Law and has also provided some services in

these matters. Ms. Cornelison’s hourly fee charged in this matter is $120.00.

Receiver spent approximately 200.8 hours of time; Mr. Goforth spent approximately

180.2 hours of time; and Ms. Cornelison spent approximately 17.3 hours of time.

Based upon the foregoing, Receiver and his firm has incurred $114,555.59 in reasonable

and necessary attorney’s fees and costs from August 16, 2017 to December 14, 2017.

True and correct statements from the Taylor Law containing contemporaneous time

records of tasks undertaken, and costs incurred by the Taylor Law in this matter are attached to

my affidavit collectively as Exhibit “B”.

I am also familiar with and have reviewed our California local counsel, Corrigan &

Morris LLP’s (“Corrigan & Morris”) billing invoices. Corrigan & Morris used the services of


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two attorneys and billed a total of $14,379.88 for their services and expenses.

True and correct statements from Corrigan & Morris containing contemporaneous time

records of tasks undertaken, and costs incurred by this firm in this matter are attached to my

affidavit as Exhibit “C”.

These are all reasonable billing rates for litigation of this nature for attorneys and

paralegals with comparable experience.

I have carefully reviewed the case files and time records for the purpose of determining

the services rendered and the number of hours expended by my firm, Taylor Law and Corrigan

& Morris in representing the Receiver in these actions.

Dated: March 13, 2018

Respectfully submitted,

DYKEMA COX SMITH

/s/ Edwin J. TomkoEdwin J. Tomko (20117800) [email protected] COX SMITH

Comerica Bank Tower 1717 Main Street, Suite 4200 Dallas, TX 75201 Direct: 214.462.647 Main: 214.462.6400 Fax: 888.293.6835

ATTORNEY FOR THOMAS L. TAYLOR III, RECEIVER


SWORN AND SUBSCRIBED to before me, the undersigned authority, on this the 13th

day of March, 2018.

Notary Public, State of Texas

DEBRA LWILLIAMS Notary Public. State of Texas

My Commission ExPires

06/25/18

Note/ 0382114-5

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EXHIBIT A


Dykema Cox Smith Invoice

SEC v. Christopher A. Faulkner, et al.; Case No. 3:16-cv-01735-D in the United States District Court for the Northern District of Texas, Dallas Division

Regarding: RackAlley

DATE ATTY HOURS DESCRIPTION OF SERVICES RENDERED

11/22/2017 EJT 1.0 REVIEW RACKALLEY ALLEGATIONS AND PREPARE NOTES.

TIME SUMMARY

NAME HOURS RATE TOTAL

Edwin J. Tomko 1.0 $380.00 $380.00

TIME SUMMARY TOTAL

1.0 $380.00




Regarding: OSC re Contempt (Non-cooperation/Compliance with OAR)


11/27/17 MTA .4 CONFER WITH MR. TOMKO AND REVIEW PRODUCING RECORDS BY INDIVIDUAL AND THE FIFTH AMENDMENT PRIVILEGE.

11/29/17 EJT .2 CONFERENCE WITH MS. TAVALLAEE RE RESEARCH ON FIFTH AMENDMENT QUESTIONS.

11/29/17 MTA 2.8 REVIEWING LEGAL AUTHORITIES RE PRO SE ATTORNEY LITIGANTS ABILITY TO USE FIFTH AMENDMENT PRIVILEGE.

11/30/17 JSM 2.7

REVIEW PLEADINGS AND ANALYZE LEGAL ISSUES RE MOTION TO STRIKE FACTUAL NARRATIVES BASED UPON INVOCATION OF FIFTH AMENDMENT PRIVILEGE.

12/01/2017 EJT 1.5

REVIEW PLEADINGS FOR PREPARATION OF A MOTION ON THE USE OF THE FIFTH AMENDMENT; ATTORNEY CONFERENCES WITH MR. ROSS RE THE MOTION.

12/01/2017 JSM 2.8

REVIEW AND ANALYZE CASE LAW ON STRIKING PLEADINGS AS A SANCTION FOR FIFTH AMENDMENT INVOCATION; DISCUSS STRATEGY AND ISSUES FOR MOTION TO STRIKE WITH MS. FERNANDEZ AND DRAFT HIGHLIGHTED PORTIONS OF PLEADINGS TO BE STRICKEN IN MOTION TO STRIKE.

12/03/2017 RRSK 2.6 DRAFT MOTION TO STRIKE CAROLE FAULKNER’S TESTIMONIAL STATEMENTS.

12/04/2017 JSM .8 REVIEW AND REVISE DRAFT MOTION TO STRIKE; ANALYZE CASE LAW REGARDING ASSERTION OF FIFTH AMENDMENT IN CIVIL CASES.

12/04/2017 RRSK 4.5 DRAFT MOTION TO STRIKE.

12/04/2017 RRSK .3 DRAFT PROPOSED ORDER ON MOTION TO STRIKE.

12/05/2017 JSM 4.8 DRAFT AND REVISE MOTION TO STRIKE TESTIMONIAL ASSERTIONS IN CAROLE FAULKNER’S RESPONSES TO MOTIONS FOR CONTEMPT; FINALIZE AND FILE SAME.


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12/05/2017 RRSK 2.1 DRAFT ARGUMENT FOR MOTION TO STRIKE RE EVIDENCE REQUIREMENTS.

12/11/2017 EJT .9

TELEPHONE CONFERENCE WITH MR. FRIEDMAN RE PROPOSED MOTIONS; TELEPHONE CONFERENCES WITH MR. ROSS AND MR. TAYLOR AND WITH MS. ROSS, MR. MCCOLE AND MR. TAYLOR RE MR. FRIEDMAN'S REQUEST; RESPOND TO MR. FRIEDMAN .

12/12/2017 EJT .4 REVIEW NEW PLEADINGS FILED BY MS. FAULKNER.

TIME SUMMARY


Edwin J. Tomko 3.0 $380.00 $1,140.00

Meredith Tavallaee 3.2 $295.00 $944.00

Jason M. Ross 11.1 $370.00 $4,107.00

Rachel Skinner 9.5 $325.00 $3,087.50

TIME SUMMARY TOTAL

26.8 $9,278.50




Regarding: OSC re Contempt Hearing and Hearing Prep


11/14/2017 EJT .5 REVIEW MOTION TO SHOW CAUSE.

11/15/2017 EJT 1.2 COMPLETE REVIEW OF THE MOTION FOR CONTEMPT AND REVIEW ALL EXHIBITS AND AFFIDAVIT OF MR. TAYLOR.

11/16/2017 EJT 1.3

REVIEW PLEADINGS AND THE DOCKET FOR THE SEC CASE; REVIEW RESPONSES TO REQUEST FOR ADMISSIONS AND REVIEW AFFIDAVITS FILED IN THE CASE.

11/17/2017 EJT 2.8

REVIEW PLEADINGS AND AFFIDAVITS TO PREPARE FOR THE HEARING. REVIEW THE DOCKET TO IDENTIFY RELEVANT PLEADINGS; SEVERAL CONFERENCES WITH MS. JACOBUS TO LOCATE, COPY AND ORGANIZE THE MATERIALS AND EXHIBITS.

11/20/2017 EJT 2.6

ORGANIZE THE MATERIALS WITH MS. JACOBUS IN PREPARATION FOR THE HEARING; REVIEW MATERIALS AND CREATE A TIME LINE FOR EVENTS; REVIEW THE ORDERS RE PRODUCTION, MS. FAULKNER'S EXHIBITS, MR. TAYLOR'S EXHIBITS AND MR. TAYLOR'S MOTION TO PREPARE FOR THE HEARING AND WITNESS EXAMINATION; ATTORNEY CONFERENCE WITH MS. TAVALLAEE RE FIFTH AMENDMENT PRIVILEGE FOR ENTITIES AND RELATED INDIVIDUALS.

11/20/2017 MTA .3 CONFER WITH MR. TOMKO ON ASSIGNMENT RE MOTION FOR CONTEMPT.

11/21/2017 EJT 2.5

SEVERAL PHONE CONFERENCES WITH MR. TAYLOR AND WITH HIS OFFICE RE WITNESSES AND EXHIBITS FOR THE HEARING; REVIEW ALL THE DESIGNATED EXHIBITS TO PREPARE FOR THE HEARING; REVIEW THE AFFIDAVITS OF MESSERS. RODRIGUEZ, HALLAM AND MARTINEZ AND REVIEW THE RULES OF CIVIL PROCEDURE RE ATTORNEYS FEES IN CONTEMPT HEARINGS.


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11/21/2017 MTA .1 CONFER WITH MR. TOMKO ON RFP

11/22/2017 EJT 1.3

REVIEW CASE LAW RE POWERS OF A RECEIVER; REVIEW PLEADINGS FOR ADDITIONAL EXHIBITS; TELEPHONE CONFERENCE WITH MR. BOISVERT TO CONFER ON MOTION AND PREPARE EXHIBITS LISTS FOR WITNESS CAROLE FAULKNER.

11/22/2017 MTA .4 REVIEW COURT ORDERS AND MOTIONS.

11/27/2017 EJT 1.4 REVIEW EXHIBITS FOR MR. MARTINEZ; REVIEW EXHIBITS FOR MR. CRAINE AND HIS AFFIDAVIT.

11/28/2017 EJT 3.6

TELEPHONE CONFERENCE WITH MR. TAYLOR AND MR. GOFORTH RE POTENTIAL WITNESSES FOR THE HEARING; TELEPHONE CONFERENCES WITH COUNSEL FOR THE SEC RE WITNESSES AND THEORY FOR THE HEARING; TELEPHONE CONFERENCE WITH MR. TAYLOR RE CONTACT WITH A POTENTIAL WITNESS AND INFORMATION FROM THE SEC; TELEPHONE CONFERENCE WITH MR. ROPER RE AVAILABILITY OF MR. MILLER AS A WITNESS; REVIEW RESPONSE OF CAROLE FAULKNER WITH AFFIDAVIT AND EXHIBITS AND RESPONSE OF CHRIS FAULKNER; REVIEW THE REPORT OF MR. SOWARDS; ATTORNEY CONFERENCE WITH MR. ROSS RE BACKGROUND ON THE HEARING AND MATERIALS TO REVIEW.

11/29/2017 EJT 2.6

CONFERENCE WITH MESSERS. TAYLOR, GOFORTH AND ROSS TO PREPARE FOR THE CONTEMPT HEARING; TELEPHONE CONFERENCES WITH THE ABOVE AND WITH MR. MCCOLE AND WITH MR. SOWARDS; REVIEW THE EXHIBITS TO THE SECOND MOTION FOR CONTEMPT AND INTEGRATE SOME INTO THE RECEIVER'S EXHIBIT LIST; REVIEW CORPORATE FILINGS FOR ALL DEFENDANT RELATED COMPANIES.

11/29/2017 JSM 1.9 MEET WITH MR. TAYLOR AND MR. GOFORTH TO DISCUSS STRATEGY FOR CONTEMPT HEARING; REVIEW PLEADINGS RE SAME.


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11/30/2017 EJT 1.9

CONFERENCE WITH MS. NARAMOR AND MR. SOWARDS RE PREPARATION FOR TESTIMONY; REVIEW DRAFT OF MOTION ON CONTEMPT AND TELEPHONE CONFERENCE WITH MR. GOFORTH RE FILING; CONFERENCES WITH MS. JACOBUS RE PREPARATION OF WITNESS FILES, EXHIBIT LIST AND ORGANIZATION OF MATERIALS; SELECT HEARING EXHIBITS AND DESIGNATE EXHIBITS TO TESTIFYING WITNESSES; TELEPHONE CONFERENCE WITH MR. ROPER RE AVAILABILITY OF MR. MILLER; BEGIN WITNESS OUTLINES; ATTORNEY CONFERENCE WITH MR. ROSS RE HEARING PREPARATION; TELEPHONE CONFERENCES WITH MR. TAYLOR RE HEARING PREPARATION.

12/01/2017 EJT .7 DESIGNATE EXHIBITS TO WITNESS FILES; DRAFT AND EMAIL TO MR. ROPER RE ANTICIPATED QUESTIONS FOR MR. MILLER.

12/01/2017 JSM 1.1 REVIEW WITNESS FILES AND PLEADINGS FOR UPCOMING HEARING ON MOTION FOR SHOW CAUSE

12/04/2017 EJT .7 PREPARE THE OUTLINE AND EXHIBITS FOR EXAMINATION OF MR. MILLER-RODRIGUEZ

12/05/2017 EJT .8

ATTORNEY CONFERENCE WITH MR. ROSS TO ESTIMATE TIME FOR OUR PRESENTATION AT THE HEARING; TELEPHONE CONFERENCE WITH MR. TAYLOR AND MR. ROSS RE ESTIMATED TIME; TELEPHONE CONFERENCE WITH MR. BOISVERT RE OUR TIME ESTIMATE AND REVIEWED AND ORDERED EXHIBITS FOR MS. FAULKNER’S EXAMINATION.

12/06/2017 EJT 3.1

TELEPHONE CONFERENCE WITH MR. ROPER RE AVAILABILITY OF HIS CLIENT AS A WITNESS; TELEPHONE CONFERENCE WITH MR. TAYLOR RE CHECKING FOR THE AVAILABILITY OF A WITNESS; TELEPHONE CONFERENCE WITH MR. GOFORTH RE FACTS FOR EXAMINATION OF MS. FAULKNER; REVIEW AND ORGANIZING EXHIBITS FOR MS. FAULKNER; ADD NEW EXHIBITS, AND PREPARE THE OUTLINE FOR DIRECT EXAMINATION OF MS. FAULKNER; TELEPHONE CONFERENCE WITH MR. SOWARDS RE STATUS OF HIS CHARTS; DESIGNATE EXHIBITS FOR MR. SOWARDS AND TELEPHONE CONFERENCE WITH MR. ROSS RE PREPARATION FOR THE HEARING.


Page 4 of 7


12/07/2017 EJT 1.5

REVIEW NEW EXHIBITS FROM MR. SOWARDS; LEFT VOICE MESSAGES FOR MR. BOISVERT, MS. FAULKNER AND MS. COOK RE PRODUCTION OF EXHIBITS AND AVAILABILITY OF WITNESS; TELEPHONE CONFERENCE WITH MR. TAYLOR AND MR. GOFORTH RE THE FINAL WITNESS AND EXHIBIT LISTS AND PREPARE A TESTIMONY OUTLINE AND EXHIBITS FOR MR. SOWARDS AND MR. RAPOPORT.

12/08/2017 EJT 3.8

PARTICIPATED IN SEVERAL TELEPHONE CONFERENCES WITH MR. TAYLOR RE PREPARATION FOR THE HEARING; REVIEWED RESPONDENT'S WITNESS AND EXHIBIT LISTS AND RECEIVER'S REPLY BRIEF; LEFT SEVERAL EMAIL MESSAGES FOR COUNSEL FOR THE RESPONDENTS AND FOR WITNESSES; SEVERAL TELEPHONE CONFERENCES WITH MS. COOK AND MR. MCCULLOUGH RE AVAILABILITY AND TESTIMONY OF THEIR CLIENT FOR THE HEARING; TELEPHONE CONFERENCE WITH MR. BOISVERT RE EXCHANGE OF EXHIBIT LISTS AND CONFERENCE ON THE LENGTH OF THE HEARING; DRAFTED AND REVIEWED DRAFTS OF THE JOINT MOTION ESTIMATING HEARING LENGTH; REVIEWED CASE LAW ON SUMMARY WITNESS PRESENTATION, TELEPHONE CONFERENCE WITH MR. SOWARDS TO SCHEDULE A PREPARATION SESSION; ATTORNEY CONFERENCES WITH MR. ROSS TO PREPARE FOR THE HEARING; REVIEWED EMAIL FROM MR. STOKES; PREPARE TESTIMONY OUTLINE; SEVERAL CONFERENCES WITH MS. JACOBUS RE FILINGS AND HEARING PREPARATION AND ORGANIZING THE EXHIBITS FOR PRESENTATION OF MR. TAYLOR.

12/09/2017 EJT 2.0

TELEPHONE CONFERENCE WITH MR. TAYLOR RE NEW INFORMATION AND STRATEGY ON HOW TO USE IT; INTEGRATE THE NEW EXHIBITS TO WITNESSES AND PREPARE THE OUTLINE AND EXHIBITS FOR MR. TAYLOR'S TESTIMONY.

12/11/2017 EJT 3.1

PREPARE WITNESS OUTLINE AND EXHIBITS FOR MR. FAULKNER; UPDATE THE OUTLINE AND EXHIBITS FOR MS. FAULKNER; PREPARE OUTLINE FOR MR. MILLER INTERVIEW AND FOR MR. HALLAM'S TESTIMONY AND PREPARE EXHIBITS; TELEPHONE CONFERENCE WITH MR. ROPER RE MEETING WITH MR. MILLER; AND REVIEW SUBPOENAS FOR THE WITNESSES FOR THE HEARING.

12/11/2017 JSM 1.1 PREPARE FOR HEARING ON MOTIONS TO SHOW CAUSE.


Page 5 of 7


12/12/2017 EJT 4.1

SEVERAL TELEPHONE CONFERENCES WITH MR. TAYLOR TO PREPARE FOR THE HEARING; REVIEW THE EXHIBITS OF THE RESPONDENTS; TELEPHONE CONFERENCE WITH MR. ROPER TO ARRANGE A CONFERENCE WITH MR. MILLER; CONFERENCE WITH MR. HALLAM AND COUNSEL, WITH MR. SOWARDS AND COUNSEL AND WITH MR. MILLER AND COUNSEL TO PREPARE FOR THEIR TESTIMONY; UPDATE MS. FAULKNER'S AND MR. FAULKNER'S WITNESS OUTLINES; REVIEW THE LEGAL STANDARDS FOR THE ARGUMENT; SEVERAL ATTORNEY CONFERENCES WITH MR. ROSS TO PREPARE FOR THE HEARING; PREPARE WITNESS SCHEDULE FOR PRESENTATION AND REVIEW THE NOTICE FROM THE COURT.

12/12/2017 JSM 1.4 PREPARE FOR HEARING ON MOTIONS TO SHOW CAUSE.

12/12/2017 MTA 1.4 DRAFT OUTLINE FOR MR. TOMKO RE FIFTH AMENDMENT PRODUCTION PRIVILEGE FOR THURSDAY HEARING.

12/13/2017 EJT 4.3

PREPARED EXHIBITS FOR TESTIMONY OF MS. FAULKNER; SEVERAL ATTORNEY CONFERENCES WITH MR. ROSS RE TIMELINE, OPENING STATEMENT, FIFTH AMENDMENT ISSUES AND WITNESS PREPARATION; PREPARED A TIME LINE AND AN OUTLINE FOR OPENING STATEMENTS; TELEPHONE CONFERENCE WITH MR. HALLAM AND COUNSEL RE HIS TESTIMONY AND CONFERENCE WITH MR. TAYLOR TO PREPARE FOR HIS TESTIMONY.

12/13/2017 JSM 12.4 PREPARE FOR HEARING ON MOTION TO SHOW CAUSE; MEETING WITH MR. TAYLOR RE: SAME AND MEETING WITH MR. CRAINE RE: SAME.

12/13/2017 MTA 3.3

DRAFT AND EDIT OUTLINE RE 5TH AMENDMENT; PRINT CASES AND HIGHLIGHT FOR MR. ROSS; REVIEW LEGAL AUTHORITIES RE APPOINTED CUSTODIAN OF RECORDS OR RECORD KEEPER; PREP FOR HEARING.

12/14/2017 EJT 7.7

ATTORNEY CONFERENCES WITH MR. ROSS AND FINALIZE PREPARATION FOR HEARING; CONFERENCES WITH MR. TAYLOR, MR. ROSS, MS. MCCOLE AND WITH VARIOUS WITNESSES DURING THE BREAKS IN THE HEARING, ATTENDED THE HEARING AND TRAVEL TO AND FROM COURTHOUSE.

12/14/2017 JSM 11.7

PREPARE FOR AND PARTICIPATE IN HEARING ON MOTIONS TO SHOW CAUSE; MEETING WITH MR. RAPPAPORT TO PREPARE FOR TESTIMONY AND POST- HEARING DEBRIEF WITH MR. TOMKO.


Page 6 of 7

TIME SUMMARY


Edwin J. Tomko 53.5 $380.00 $20,330.00

Jason M. Ross 29.6 $370.00 $10,952.00

Meredith Tavallaee 5.5 $295.00 $1,622.50

TIME SUMMARY TOTAL 88.6 $32,904.50

EXPENSES

DATE DESCRIPTION

11/29/2017 FILING FEES & RELATED CHARGES – TEXAS SECRETARY OF STATE WEB INQUIRIES

$2.00

PHOTOCOPY EXPENSES $118.80

SCANNING EXPENSES $71.40

LEXIS LEGAL SERVICES $6.00

LEXIS ADVANCE $71.10

PHOTOCOPY EXPENSES 110.80

12/04/2017 FEDEX TO TOM TAYLOR $26.86


12/08/2017 FEDEX TO CARTER BOISVERT AND CAROLE FAULKNER

$33.80


12/14/2017 PARKING AT THE FEDERAL COURT HOUSE TO ATTEND CONTEMPT HEARING (JASON ROSS)

$15.00

12/14/2017 PARKING AT THE FEDERAL COURT HOUSE TO ATTEND CONTEMPT HEARING (ED TOMKO)

$12.00


Page 7 of 7

12/16/2017 SPECIAL DELIVERY SERVICE INC. 12.13.17 DELIVERY JUDGE FITZWATER FROM DYKEMA

$16.39

TOTAL EXPENSES $517.87




Regarding: California Lawsuit


11/27/2017 EJT 1.30

TELEPHONE CONFERENCE WITH MR. TAYLOR RE CALIFORNIA LAWSUIT; REVIEW COMPLAINT IN CALIFORNIA LAWSUIT; REVIEW STATE CERTIFICATIONS RECEIVED FROM MR. TAYLOR OFFICE AND REVIEW APPOINTMENT OF RECEIVER RE CALIFORNIA SUIT.

11/28/2017 EJT .4 REVIEW BRIEF RE SUING A RECEIVER; ATTORNEY CONFERENCE WITH MTA RE RESEARCH IN SUING A RECEIVER IN THE FIFTH CIRCUIT.

11/27/2017 MTA .2 CONFER WITH MR. TOMKO RE RESEARCH.

12/03/2017 JSM 1.1

COMMUNICATIONS WITH MR. TAYLOR AND MR. TOMKO RE TIMELINE FOR FILING A RESPONSIVE PLEADING IN CALIFORNIA LAWSUIT BROUGHT BY CAROLE FAULKNER.

12/04/2017 EJT 1.0

REVIEW DRAFT PLEADINGS FOR MOTION TO TRANSFER THE CALIFORNIA CASE; NUMEROUS PHONE CONFERENCES WITH MR. TAYLOR AND WITH MR. TAYLOR AND MR. ROSS RE THE RULE 12(B)(6) MOTION, ATTORNEY CONFERENCE WITH MR. ROSS RE STRATEGY FOR THE MOTION AND TELEPHONE CONFERENCE WITH MR. TAYLOR RE THE AVAILABILITY OF A WITNESS FOR THE HEARING.

12/04/2017 JSM 3.1

ANALYZE CASE LAW ON BARTON DOCTRINE FOR DISMISSAL OF IMPROPER LAWSUITS AGAINST RECEIVERS OUTSIDE THE JURISDICTION OF THE APPOINTING COURT.

12/05/2017 EJT .2 REVIEWED THE DRAFT MOTION TO REMOVE EXHIBITS; LEFT VOICEMAIL MESSAGE FOR CAROLE FAULKNER.

12/06/2017 JSM 3.2

ANALYZE LEGAL ISSUES RE MOTION TO DISMISS CALIFORNIA COMPLAINT FOR LACK OF SUBJECT MATTER JURISDICTION; COMMUNICATIONS WITH MR. TAYLOR, MR. GOFORTH AND MR. TOMKO RE SAME.


Page 2 of 2


12/07/2017 JSM 2.7

ANALYZE LEGAL ISSUES RE DISMISSAL OF CALIFORNIA COMPLAINT FOR FAILURE TO STATE A CLAIM; DRAFT FACT SECTION OF MOTION TO DISMISS.

12/08/2017 JSM 3.2

DRAFT AND REVISE MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RECEIVER’S MOTION TO DISMISS CALIFORNIA COMPLAINT; ANALYZE LEGAL ISSUES RE THE BARTON DOCTRINE FOR SAME.

12/08/2017 MTA .8 REVIEW LEGAL AUTHORITIES RE UNDER WHAT CIRCUMSTANCES CAN A RECEIVER BE SUED.

12/09/2017 JSM 3.9 DRAFT AND REVISE MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RECEIVER’S MOTION TO DISMISS CALIFORNIA COMPLAINT.

12/11/2017 EJT .9

REVIEW THE DRAFT 12(B)(1) MOTION; SEVERAL TELEPHONE CONFERENCE WITH MR. TAYLOR RE MOTION TO DISMISS AND REQUEST FOR POSTPONEMENT.

12/11/2017 JSM 3.8

PREPARE REVISIONS TO MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION TO DISMISS CALIFORNIA COMPLAINT; CONFERENCES WITH MR. TAYLOR AND CALIFORNIA COUNSEL RE SAME.

12/12/2017 JSM 4.9

PREPARE FOR HEARING ON MOTIONS TO SHOW CAUSE; REVIEW AND REVISE MOTION TO DISMISS CALIFORNIA COMPLAINT, ALONG WITH MEMORANDUM OF POINTS AND AUTHORITIES AND DECLARATION RELATING TO SAME.

12/27/2017 EJT .1 TELEPHONE CONFERENCE WITH MR. TAYLOR RE STATUS OF THE CALIFORNIA LITIGATION.

TIME SUMMARY


Edwin Tomko 3.9 $380.00 $1,482.00

Meredith Tavallaee 1.0 $295.00 $295.00

Jason M. Ross 25.9 $370.00 $9,583.00

TIME SUMMARY TOTAL

30.8 $11,360.00


EXHIBIT B



Regarding: RackAlley


10/2/2017 TLT 2.3

Telephone conference to counsel to Chris Faulkner re violations of OAR (.4); telephone conference with Arab re demand for RackAlley proceeds (.6); serve Arab with OAR (.1); correspondence and demand re RackAlley proceeds (1.2).

10/3/2017 TLT 1.3 Review documents from counsel to Rapoport and telephone conferences with same (1.2); review T. McCole email re RackAlley transaction (.1)

10/3/2017 AMG 0.5 Review SEC emails re RackAlley transaction, Rapoport documents and attorney communications;

10/5/2017 KAC 0.3 Emails with Mo Arab and C. Boisvert re wiring of Rack Alley proceeds (.3).

10/5/2017 TLT 0.5 Telephone conference with Arab re asset freeze and review Arab emails (.5).

10/9/2017 TLT 0.8

Telephone conference with Arab/review email and draft emails re stop payment, attention to Bank of America stop payment (.7); review email from RackAlley counsel re stop payment order (.1).

10/10/2017 KAC 0.8

Draft subpoena to Bresnahan (.3); emails to Easy Serve re skip trace on Arab (.3); confer with Receiver re demand on C. Faulkner for Rack Alley payments (.2).


Page 2 of 13


10/10/2017 TLT 2.9

Telephone conference with C. Boisvert (.3);; attention to service on RackAlley (.1); review correspondence from counsel to RackAlley (.1); review Friedman email re RackAlley (.2); review email re scheduling telephone conference (.1); conference call re RackAlley (.4); draft, revise and send letter to Friedman re RackAlley demand (.3); telephone conference and email with Rapoport counsel re RackAlley facts (.6); review letter from counsel to RackAlley and respond (.2); prepare subpoena for depositions of RackAlley and Arab and telephone conference with California counsel re same (.6).

10/10/2017 AMG 0.8 Research FRCP re out-of-state subpoenas, t/c with Receiver re same (.8).

10/11/2017 KAC 2.2

Attention to subpoenas for RackAlley and Arab (.8); draft notices of deposition for RackAlley and Arab (.5); draft subpoena for Bresnahan (.2); confer with Receiver re all of the foregoing (.4); email to all counsel of record re notices of depositions for Arab and RackAlley (.1); draft declaration of Bresnahan and email re same (.2).

10/11/2017 TLT 3.9

Review screen shot and information re Bresnahan (.3); correspondence with Mooney/telephone conference with Mooney re same (.6); review USPI documents/Wyoming filing (.2); telephone conference with S. Bresnahan re same/emails with S. Bresnahan (.8); review Bank of the West debit card ("CA Faulkner") (.1); draft and revise Bresnahan declaration (1.3); emails with T. Justice re service of OAR on Bank of the West (.2); review USPI documents (.4).

10/12/17 KAC 2.1

Email with Easy Serve re skip trace (.1); research Registered Agent for RackAlley and revise subpoena to RackAlley (.5); emails with S. Morris re service on RackAlley in California (.1); attention to service of subpoenas and notices of depo (Arab and RackAlley) (1.4).


Page 3 of 13


10/12/2017 TLT 1.5

Emails with RackAlley counsel re subpoena (.2); finalize California subpoenas and Notices of Deposition and attention to service (.7); review correspondence from Chattah (counsel to RackAlley) and respond (.2); review and approve subpoena to Bank of the West and telephone conference with bank’s process unit (.4).

10/12/2017 AMG 0.1 Review Receiver subpoenas and notice of depositions to Arab, RackAlley LLC, S Bresnahan.

10/13/2017 TLT 0.3 Conference with AMG re Bank of the West subpoena re USPI account and re CA Faulkner account.

10/13/2017 AMG 1.2

Confer with Receiver re subpoenas to Bank of the West re RackAlley/USPI, review SEC bank subpoenas re same, draft and transmit same, draft and transmit to counsel notice of same (1.2).

10/16/2017 KAC 0.6

Confer with Receiver re email from Chattah re subpoenas/depo notice/amendment of Order; confer with Receiver and AMG re RackAlley sale proceeds; email from S. Morris re service of subpoenas; confer with Receiver re same.

10/16/2017 TLT 1.3

Review SEC Correspondence re Bank of the West asset freeze, response (.2); draft letter to Carole Faulkner counsel re RackAlley proceeds/amendment of OSC re Contempt (.4); email with SEC Staff re draft (.1); review Rudman response and telephone conference re same (.3); review email from Chattah and respond (.2); conference with AMG re same (.1)


Page 4 of 13


10/16/2017 AMG 2.3

Emails with T Justice re Bank of the West contacts (.1); t/c to Bank of the West paralegal re subpoenas, RackAlley issue (.3); Confer with Receiver re Defendant failure to cooperate re RackAlley proceeds, draft email to defense counsel re same, re potential amendment of OSC, transmit same (.9), emails with SEC re same (.2); review and confer with Receiver re response email from RackAlley counsel (.3); review and confer with Receiver re J Rudman response to same, t/c with Receiver, J Rudman re same (.5).

10/17/2017 TLT 1.1

Review Bank of the West response to subpoena and telephone conference with bank counsel (.5); email to Bank of the West paralegal (.1); email to SEC Staff re Bank of the West account (.1); email and telephone conference with California counsel re service of subpoenas (.2); confer with AMG re RackAlley transaction and Motion to Amend OSC re same (.2).

10/17/2017 AMG 0.6

Confer with Receiver re RackAlley transaction, Bank of the West subpoenas, Motion to Amend OSC re same (.4); t/c to J Rudman re same (.1); t/c to C Biosvert re same (.1).

10/18/2017 KAC 0.7

Review email and documents from Bank of the West re USPI account (.5); confer with Receiver re same (.4); email to SEC Staff re same (.1); emails with S. Morris re service on Arab (.1).


Page 5 of 13


10/18/2017 TLT 7.4

Review USPI corporate filings/email re same (.2); review email and form of affidavit from Frost Bank legal (.6); review USPI documents from Bank of the West (.2); emails/instructions re personal service on Arab (.1); conference with Bank of the West re identity of account opener at branch (.3); review draft declaration re same (.2); Meet and confer re amended OSC (RackAlley) (.2); review and revise Motion to Amend OSC (4.2); review and revise Declaration (.8); telephone conferences with AMG re same (.3); telephone conferences with J. Rudman/AMG re USPI/CA Faulkner account documents from Bank of the West (.4).

10/18/2017 AMG 7.7

Draft Motion to Amend OSC re RackAlley proceeds, teleconferences with Receiver re same, review Bank of the West production re same, Wyoming SOS records re same (7); t/c with Receiver, J Rudman re Bank of the West documents, email to same re same, confer with Receiver re same (.5); t/c with, emails to, Faulkner counsel re same (.2).

10/19/2017 TLT 1.2 Review draft Motion to Amend and supporting documents.

10/19/2017 AMG 9.1

Draft Motion to Amend OSC, Receiver declaration re same, prepare Appendix re same, emails, telephone calls with Bank of the West paralegal re USPI account (9.1).

10/20/2017 TLT 4.2

Telephone conferences and email re possible telephonic deposition of Arab (.3); correspondence with Rudman re Carole Faulkner's involvement in Bank of the West assets (.4); review A. Liskin email re appearance for Arab/scheduling deposition (.1); telephone conference with A. Liskin and AMG re same (.6); review and revise Motion to Amend and conference with AMG re same (2.8).


Page 6 of 13


10/20/2017 AMG 8.6

Emails with Arab re deposition schedule, draft amended Notice of Deposition and transmit to counsel (.3); telephone call with Arab counsel re RackAlley proceeds issue, noticed deposition, Receivership, email re same (.7); confer with Receiver re same (.1); confer with Receiver re, and draft, Motion to Amend OSC, Receiver and Bank of the West employee declarations for same, compile Appendix for same (6.8); telephone calls and emails with Bank of the West paralegal re documents produced, employee declaration (.5); emails with J Rudman re Carole activity at Bank of the West (.2).

10/21/2017 AMG 2.3 Draft Motion to Amend OSC re RackAlley proceeds, Receiver declaration for same, Appendix for same (2.3).

10/22/2017 TLT 2.8 Review and revise draft motion to Amend OSC, finalize TLT Declaration and execute, approve for filing (2.8).

10/22/2017 AMG 6.3 Draft, finalize and file MAOSC, Receiver Declaration, Appendix (6.3).

10/23/2017 TLT 1.8

Review email from RackAlley counsel and Carole Faulkner's demand letter to RackAlley (.3); telephone conference re same (.1); draft correspondence to Chris Faulkner and Carole Faulkner re same (.5); draft correspondence to Rudman re same/review response (.6); attention to amended Notice of Deposition of Bresnahan (.2); review correspondence from C. Boisvert re Arab deposition and demand (.1); review letter from Bank of the West counsel re Carole demand and litigation threat to Bank of the West (.3); draft demand emails to Carole and Chris Faulkner counsel re same (.3); draft responses to RackAlley and Bank of the West counsel re same (.3); conference with AMG re same (.2).


Page 7 of 13


10/23/2017 AMG 3.4

Telephone conference with Faulkner counsel re Arab and Bresnahan depositions; email to opposing counsel re cancellation of Bresnahan deposition, confer with Receiver re same, draft amended notice of deposition re same; emails with CA counsel re teleconference information for Arab deposition (.7); Review emails from RackAlley counsel, Receiver re Carole demand and threat of litigation, review letter from Bank of the West counsel re Carole demand and litigation threat to Bank of the West, confer with Receiver re same, draft demand emails to Carole and Chris Faulkner counsel re same, draft responses to RackAlley and Bank of the West counsel re same, confer with Receiver re same (2.7).

10/24/2017 KAC 1.7

Confer with Receiver re need for trial subpoena to Carole Faulkner (.3); review emails/record re Arab in prep for deposition and prepare documents re same (.8); telephone conference with L. Mosley re deposition scheduling changes and emails with a. Goforth re same (.4); Attention to courtesy copies of MAOSC. (.2).

10/24/2017 TLT 2

Draft correspondence with counsel to Carole Faulkner (.1); prepare outline of deposition of Arab, prepare for deposition (1.6); correspondence with counsel to Arab, review email from counsel to Arab re deposition and telephone conferences re same (.3).

10/24/2017 AMG 0.2 Email with Arab counsel re MAOSC (.1); emails with Chris counsel re Arab deposition conference information (.1).

10/25/2017 KAC 1 Prepare exhibits for Arab deposition (1).

10/25/2017 TLT 0.6

Review correspondence from Bank of the West Legal; review and revise draft letter to Bank of the West re checks; correspondence with Rudman re Carole Faulkner subpoena (.5); Review amended Show Cause Order (.1).

10/2/2017 AMG 0.1 Review Amended OSC (.1).


Page 8 of 13


10/26/2017 TLT 1.5 Prepare for deposition of Arab; prepare exhibits re same.

10/26/2017 AMG 0.5 Emails with Arab counsel re rescheduling of deposition, draft amended notice of deposition, transmit to opposing counsel, confer with Receiver re same.

10/27/2017 TLT 0.3 Telephone conferences and emails re cancellation of Arab deposition.

10/30/2017 KAC 0.2 Review letter from Bank of the West re USPI account.

10/30/2017 TLT 0.4

Review AMG research re prior Carole F. contempt and conference re same (.2); review email from T. McCole re web info re RackAlley/HighVelocity (.1); telephone conference re Arab deposition (.1).

10/30/2017 AMG 0.6

Confer with Receiver re Carole and Chris Faulkner’s' previous contempt orders (.2); telephone call, email with SEC counsel re RackAlley sale transaction vis-a-vis MAOSC (.4).

11/4/2017 TLT 0.4 Email and telephone conference re withdrawal of Arab counsel and scheduling Arab disposition.

11/4/2017 AMG 0.1 Review Receiver emails with Arab former counsel re facilitating deposition of Arab.

11/6/2017 TLT 1.3 Correspondence and telephone conferences re scheduling Arab deposition (.6); telephone conference with Machala (new counsel to Arab) (.7).

11/6/2017 AMG 0.2 Emails re Arab deposition scheduling, email from newly-engaged Arab counsel (.2).


Page 9 of 13


11/7/2017 TLT 5.2

Conferences with AMG re Bank of the West affidavits (.6); review Bank of the West documents (.8); conference with KAC re same (.2); telephone conference with S. Mascianica re Arab deposition (.2); telephone conference with T. McCole re same and re possible Arab/RackAlley resolution (.5); 3rd amended Notice of Deposition (.1); telephone conference with T. McCole re Frost Bank checks/Arab deposition (.3); review documents and prepare exhibits for Arab deposition (2.5).

11/7/2017 KAC 1.5 Draft amended deposition notice for Arab; schedule reporter re same; attention to exhibits for same; prepare deposition exhibits.

11/8/2017 TLT 2.3

Correspondence with Arab counsel (.2); draft proposed declaration of Arab (1.5); telephone conferences with Arab counsel re deposition/agreement (.4); telephone conference with T. McCole re same (.2).

11/8/2017 KAC 0.2 Email to McCole and Goforth re deposition of Arab.

11/8/2017 AMG 1.2 Confer with Receiver re conference with Arab counsel, declaration of Arab in lieu of deposition, emails re same (.4).

11/9/2017 TLT 3.1

Draft correspondence and proposed agreement re Arab deposition (.5); draft proposed declaration (1.8); telephone conference re same (.2); review correspondence from Manchala (.1); draft correspondence to Manchala (.1); telephone conference with T. McCole re same (.2); telephone conference and email with California counsel re cancellation of Arab (.2).

11/9/2017 KAC 0.2 Draft and transmit cancellation notice for Arab deposition.


Page 10 of 13


11/9/2017 AMG 0.1 Review amended notice cancelling Arab deposition.

11/10/2017 TLT 1 Review, approve for filing declaration of Arab and correspondence re same (.8); correspondence re transfer of funds (.2).

11/13/2017 AMG 0.1 Review Receiver emails to RackAlley counsel re transfer of sales proceeds to Receivership.

11/14/2017 TLT 0.1 Review Manchala emails re wire transfer.

11/15/2017 AMG 0.2 Confer with C Biosvert re briefing schedule for re MAOSC, deadline extensions for same.

11/15/2017 TLT 0.2 Telephone conference with C. Boisvert re brief.

11/15/2017 KAC 0.1 Emails and telephone conference with Compass and Receiver re RackAlley wire transfer.

11/16/2017 AMG 0.1 Emails with C Biosvert re MAOSC briefing deadlines, review Motion re same.

11/16/2017 TLT 1

Review and approve AMG correspondence with C. Boisvert re briefing schedule (.2); review email from C. Boisvert (.1); review and revise retainer letter for litigation counsel (Dykema) and telephone conference re same (.3); review Motion for leave to file Responsive Brief/Memos in Support and Proposed Order (.4).

11/17/2017 AMG 0.1 Review Order granting MAOSC.

11/17/2017 TLT 0.1 Review Order re Briefing scheduling.


Page 11 of 13


11/21/2017 AMG 0.1 Review resetting of OSC Hearing.

11/21/2017 TLT 0.1 Review Order resetting OSC hearing (.1).

11/22/2017 AMG 0.1 Review Motion to extend MAOSC briefing schedule, Order granting same.

11/27/2047 TLT 1.8 Review Carole Response to Amended OSC and supporting papers (1.8).

11/27/2017 KAC 0.2 Calendar deadline dates for upcoming hearing (.1); review exhibits filed with motion to amend OSC (.1).

11/27/2017 AMG 1 Review Carole & Chris Responses to MAOSC (1).

11/29/2017 TLT 0.2 Review executed form of Arab declaration (.2);

11/30/2017 AMG 0.1 Email to BOTW paralegal re custodian of records declarations (.1).

11/30/2017 TLT 0.2 Review correspondence re Bank of the West declaration (.2);

12/1/2017 TLT 1 Review Bank of the West correspondence re affidavit and review records to be attested (.8); conference with A. Goforth re same (.2)

12/1/2017 AMG 1.1

Emails with BOTW paralegal re custodian of records declarations, review draft declaration and records produced, emails with E Tomko re same, confer with Receiver re same (1.1).

12/4/2017 TLT 0.4 Review Amended Order on Motion to Amend OSC (.2); conference with AMG re Carole Faulkner motion/review and approve AMG written response (.2).


Page 12 of 13


12/4/2017 KAC 0.1 Review amended order re OSC; update calendar re same.

12/4/2017 AMG 4.3

Review Amended Order re OSC (.2); Review Carole Motion for Leave to Respond to 2nd MAOSC, confer with Carole re same, confer with Receiver re same (.4); Review Order granting in part and denying in part Carole Motion re deadlines to respond to 2nd MAOSC (.1); draft Reply re MAOSC, legal research re same, review Motion and Responses re same, confer with Receiver re same (3.6).

12/5/2017 TLT 1.6 Review Carole Faulkner response to MAOSC (.2); conferences re same (.2); review draft Reply brief and conference with A. Goforth re same (1.2).

12/5/2017 AMG 3.4 Draft Reply, legal research re same, review Motion and Responses re same (3.4).

12/6/2017 TLT 0.5 Conference with AMG re Reply (.5).

12/6/2017 AMG 3.8 Draft Reply re MAOSC, legal research re same, review Motion and Responses re same, confer with Receiver re same (3.8).

12/7/2017 TLT 1.7 Review and revise Reply brief on RackAlley MAOSC (1.2); conference with AMG re same (.5)

12/7/2017 AMG 6.8 Finalize and file Reply re MAOSC, confer with Receiver, J Ross re same (6.8).

12/8/2017 TLT 1.6

Review Chris Faulkner/Arab communication and draft declaration to Arab (.8); telephone conference with counsel to Arab re proposed false declaration/possible deposition of Arab (.6); email and telephone conference with SEC Staff re same (.2).

12/8/2017 AMG 0.2 Confer with Receiver, E Tomko re Carol/Chris intimidation of witnesses, litigation threats.


Page 13 of 13


12/11/2017 TLT 2.8

Telephone conference and email with US Attorney re draft fraudulent declaration (.7); review email and telephone conference with counsel to Arab (.5); telephone conference and email with J. Mooney (Rapoport counsel) (1.6).

12/12/2017 TLT 3.6

Correspondence and telephone conferences re Miller appearance at hearing (.3); review order of witnesses from Tomko and telephone conference re same (.4); review Parker Hallam exhibits and conference re same (.3); approve 3rd supplemental exhibit list (.2); review Court's advisory to counsel (.1); telephone conference and email with J. Mooney re Rapoport appearance and draft outline for same (1.8); review Rapoport outline/proposed exhibits (.5).

12/13/2017 TLT 0.3 Emails and telephone conference with J. Mooney re Rapoport (.3).

12/13/20147 TLT 1.1 Review filed Appendix by USPI (.2); draft fact outline re RackAlley transaction testimony, emails with Receiver re same (.6); review USPI appendix (.3)

12/14/2017 TLT 1.2 Meet with J. Mooney/Rapoport in preparation for hearing (1.2).

TIME SUMMARY


Thomas L. Taylor III 70.9 $ 395.00 $28,005.50

Andrew M. Goforth 67.3 $ 175.00 $11,777.50

Kelly A. Cornelison 11.9 $ 120.00 $1,428.00

TIME SUMMARY TOTAL

$41,211.00



Regarding: OSC re Contempt (Non-cooperation/Compliance with OAR)


8/16/2017 TLT 0.3 Telephone conference with Chesapeake counsel (.3).

8/17/2017 TLT 3.2

Telephone conference with counsel to Chesapeake re Receivership assets and re attempts by Faulkner to change address and investigation re same (.8); draft email/demand to Faulkner counsel re address changes (.6); review Blum response and draft reply (.4); telephone conference with Blum re same (.2); draft letter to Blum re scope/Breitling Royalties (1.2).

8/17/2017 AMG 2.6 Confer with Receiver re potential address changes in violation of OATR, email response of Faulkner counsel re same, draft with Receiver reply re same (2.6).

8/25/2017 TLT 6.4

Review responses of entity defendants to subpoena/C. Faulkner correspondence re same; telephone conference with Defendant's counsel re same (.9); review P. Craine documents and chronology re C. Faulkner violation of OATR and telephone conference with P. Craine (1.2); telephone conference with P. Crain and SEC Staff re same (.2); draft correspondence with Friedman/Blum/Carole Faulkner re violation of OATR (.8); SEC correspondence/telephone conferences re Grapevine PO box (.2); draft and revise TLT declaration in opposition to Defendant's Motion to Extend Time (1.8); Review Blum letter re Defendants violation of OATR (.5); review P. Craine declaration and exhibits (.8).


Page 2 of 9


8/25/2017 AMG 7

Review email from oil/gas operator re address change by Faulkner, confer with SEC, Receiver re same (.9); emails with SEC re new mailbox location (.3); review Receiver email re address changes, Blum response (.4); Review responses by BOG/BECC to subpoena from Receiver, email from Carole Faulkner re same, confer with Receiver re same (.9); confer with SEC, Receiver re response, Receiver declaration (.7); draft Receiver declaration in support of SEC response, telephone conferences and meeting with Receiver re same, review email correspondence re same (3.8).

8/26/2017 TLT 0.2 Review emails re Grapevine PO Box..

8/26/2017 AMG 0.5 Emails with SEC re new “Grapevine Mailbox.” (_)

8/27/2017 TLT 1.5 Review and revise draft declaration (.8); telephone conference with A. Goforth re same (.3); review exhibits (.4).

8/27/2017 AMG 3.8

Emails with SEC re new “Grapevine Mailbox” (.1); Finalize draft of Receiver declaration in support of SEC response, telephone conferences with Receiver re same, review email correspondence re same, emails, telephone conferences with SEC re same (3.7).

8/28/2017 TLT 2.4 Conference with A. Goforth re OSC re Contempt, outline and draft same (2.4).

8/28/2017 AMG 4.8 Telephone conferences with Receiver re Motion for Order to Show Cause re Contempt, legal research re same, outline same (4.8).

8/29/2017 TLT 1.2

Review “C. Faulkner “Response” on behalf of entities; draft correspondence to Carole Faulkner re violation of Order/response to documents and information request (.8); Telephone conference with J. Blum re Faulkner attempted change of address and email re same (.4).


Page 3 of 9


8/29/2017 AMG 3.1

Review Receiver emails to counsel for Faulkner, BOG/BECC re continuing requests to interview and obtain documents from defendants (.2); Confer with Receiver re Motion for Order to Show Cause re Contempt (.5); Legal research re MOSC, outline same, review communications re same (2.4).

8/30/2017 TLT 4.8

Deposition of C. Faulkner/follow up email with Blum re asset interview and review Receiver’s right to discovery and 5th Amendment issues (4.5); draft and revise email to Carole Faulkner re assets/change of PO Box (.3).

8/30/2017 AMG 3.9

Confer with Receiver re Faulkner deposition (.3); emails with Faulkner counsel re interview of Faulkner and assertion of fifth amendment (.2); Review Carole Faulkner email response re changes of address, representation of BRC, Receiver’s demands for documents and other information, draft response to same, confer with Receiver re same (3.4).

8/31/2017 AMG 3.2

Confer with Receiver re Motion for Order to Show Cause re Contempt, review communications with Respondents re same (1.3); Emails from Blum re Faulkner assertion of Fifth Amendment (.1); Conference with Receiver re Carole Faulkner attempt to access "Grapevine Mailbox", draft Cease and Desist email to same (1.6); Review SEC subpoena and deposition notice of Carole Faulkner (.2).

9/1/2017 TLT 6.8

Review transcript of C. Faulkner (1.5); telephone conferences with PO Box facility and correspondence re transmission of Receivership mail (.8); review documents re change of address prior to Receivership; review Ali Merchant email and documents (.9); Draft OSC re Contempt and conferences with A. Goforth and SEC Staff re same (3.6).


Page 4 of 9


9/1/2017 AMG 6.6

Telephone conferences, emails with "Grapevine Mailbox" employees re direction of mail to Receiver, attempted access by Carole Faulkner (.9); Conference with Receiver re Motion for Order to Show Cause re Contempt (1.1); Outline and draft MOSC, legal research re same, review Faulkner deposition transcript, review emails with defendant counsel, draft Receiver declaration re same, prepare appendix re same (4.6).

9/3/2017 TLT 4.5 Review and revise OSC and telephone conference with A. Goforth re same.

9/3/2017 AMG 6.9

Draft MOSC, legal research re same, review emails with defendant counsel re same, draft Receiver declaration re same, prepare appendix re same, confer with Receiver re same (6.9).

9/4/2017 TLT 3.8 Draft Order/legal research re contempt form of Order (.8); review and revise OSC (1.5); draft TLT declaration (1.5).

9/4/2017 KAC 1.2 Attention to MOSC, draft inserts.

9/4/2017 AMG 2.3 Draft MOSC, review emails with defendant counsel re same, draft Receiver declaration re same, prepare appendix re same, confer with Receiver re same (2.3)

9/5/2017 TLT 2.1 Draft and revise OSC and supporting papers (.8); review TLT declaration (.5); approve for filing/finalize (.8).

9/5/2017 AMG 7.1 Finalize and file MOSC, Receiver Declaration, Appendix, confer with Receiver re same, emails with KAC re same, re exhibits (7.1).

9/6/2017 TLT 0.1 Review Order granting Motion for OSC.

9/6/2017 AMG 1 Review Order granting MOSC and setting hearing and deadlines, confer with Receiver re same, telephone conferences with SEC re same.


Page 5 of 9


9/13/2017 TLT 3.1 Telephone conferences and email re Carole Faulkner deposition (.3); prepare for same (2.8).

9/15/2017 TLT 3.7 Attend deposition of Carole Faulkner and telephone conferences re same (3.4); telephone conference with counsel to Carole Faulkner (.3).

9/15/2017 AMG 3.4 Telephonically attend Carole Faulkner deposition (3); confer with Receiver re Carole Faulkner deposition (.4).

9/17/2017 TLT 0.5 Review email from new Carole Faulkner counsel and draft response re meeting; conference with A. Goforth re same; review A. Goforth response to J. Rudman.

9/17/2017 AMG 1.1 Emails with counsel for Carole Faulkner re conference (.5), emails and telephone conference with Receiver re same (.6).

9/18/2017 TLT 0.8 Telephone conference with counsel to Carole Faulkner re turnover of corporate documents/ assertion of privilege and re briefing schedule (.8).

9/18/2017 AMG 0.5 Confer with Receiver re conference with counsel for Carole Faulkner, Telephone calls to her re same (.5).

9/19/2017 AMG 0.5 Teleconference with Receiver, J Rudman re Carole Faulkner, MOSC, compliance with OATR (.5).

9/20/2017 TLT 0.5 Emails and telephone conference with J. Rudman re OSC briefing.

9/20/2017 AMG 0.1 Emails with J Rudman re responsive briefing schedule.

9/21/2017 TLT 0.2 Review and approve draft motion re briefing on OSC; telephone conference with Goforth, Rudman re Carole Faulkner , MOSC, etc.

9/21/2017 AMG 0.8

Teleconference with Receiver, J Rudman re Carole Faulkner, MOSC and motion re responsive brief schedule, representation of BRC, compliance with OATR, emails re same; confer with Receiver re same.

9/22/2017 AMG 0.3 Email with J Rudman re follow up conference, confer with Receiver re same.


Page 6 of 9


10/9/2017 TLT 0.7 Review response of C. Faulkner to requirement of asset disclosure (assertion of Fifth Amendment rights) and draft email re same (.7).

10/9/2017 AMG 0.2 Review Chris Faulkner Response re assets per OAR (.1), emails with KAC and Receiver re same (.1).

10/10/2017 AMG 0.2 Telephone conference with Receiver re document production/5th Am issue, Faulkner filing re same (.2)

10/16/2017 TLT 1.7

Review emails re OSC hearing re-set (Carole Faulkner) (.1); review Carole Faulkner response to Motion for OSC re Contempt and Appendix (.9); review brief memo filed by Chris Faulkner in opposition to Motion for OSC re Contempt (.7).

10/16/2017 AMG 1.3 Emails from J Rudman re possible hearing re-set motion (.1); Review Carole and Chris Faulkner Responses to OSC (1.2).

10/23/2017 TLT 0.7

Review Order re response deadlines and conference re same (.1); review Carole Faulkner exhibit list (.2); file length of hearing estimates (.1); review AMG memo re witnesses and conference re same (.3);

10/23/2017 AMG 2

Review Order re Response deadlines re MAOSC, confer with Receiver re same (.1); Draft Exhibit and Witness Lists for OSC Hearing, confer with Receiver re same, review case Docket, records re same, review Judge procedures re same, file same (1.2); Review Carole and Chris Exhibit and Witness Lists (.2); review subpoena records from SEC vis-a-vis MAOSC Appendix (.3); emails to opposing counsel re estimated OSC hearing length (.1); t/c with Faulkner counsel re hearing length estimate (.1).

10/24/2017 AMG 0.2 Review Carole Response re OSC Hearing schedule (.1); Review Chris Response re OSC Hearing schedule (.1).

10/25/2017 TLT 0.8 Conference with AMG re draft Reply Brief on OSC re Contempt (.8).


Page 7 of 9


10/25/2017 AMG 3.5 Draft reply re MOSC, review court filings, deposition transcripts re same and conference with Receiver re draft (3.5).

10/26/2017 TLT 1.6 Review and revise draft Reply Brief and supporting papers and conference with AMG re same (1.6).

10/26/2017 AMG 3.8 Draft Reply brief re MOSC, review court filings, deposition transcripts re same, compile Appendix re same and confer with Receiver re same (3.8).

10/27/2017 AMG 2.9 Draft Reply brief re MOSC, review court filings, deposition transcripts re same, compile Appendix re same (2.9).

10/30/2017 TLT 1.8 Finalize and approve for fling Reply re OSC and supporting papers, conference with AMG re same (1.8).

10/30/2017 AMG 4.4 Finalize and file Reply re OSC, prepare Appendix in support, confer with Receiver re same, legal research re same (4.4).

11/13/2017 TLT 0.5 Telephone conference with Tomko re representation at contempt hearing (.5).

11/21/2017 KAC 0.3 Telephone conference with Tomko re status with State in preparation of hearing; research same.

11/21/2017 TLT 0.8

Review Order setting hearing (.1); Review Tomko Notice of Appearance (.1); review documents re Breitling entities status with State and email to Tomko re same (.7).

11/27/2017 KAC 0.8 Attention to engagement letter of Dykema (.2); download state filings from TX SOS for Breitling entities (.6).


Page 8 of 9


11/27/2017 TLT 0.4 Review and execute Dykema engagement letter (.1); email and telephone conference re Carole Faulkner waiver of Fifth in California Complaint (.3).

11/28/2017 AMG 0.1 Confer with Receiver re Dallas meetings with co-counsel in preparation for hearing (.1).

11/28/2017 TLT 0.3 Telephone conference re Dallas meeting in preparation for hearing (.3).

11/29/2017 AMG 0.3 Review legal briefing on preclusion of testimony vis-a-vis assertion of 5th Amendment rights (.3).

11/30/2017 TLT 1.9

Legal research re preclusion of Defendant testimony at trial based on 5th Amendment claims pretrial and review SEC briefs re same (1.6); conference re engagement for OSC hearing and review engagement letter (.3).

12/5/2017 TLT 1.8

Review draft Motion to Strike testimonial statements in C. Faulkner's brief re OSC and conference re same (1.5); review final Motion to Strike and approve for filing (.3).

12/5/2017 AMG 4.8

Review draft Motion to Strike re Carole Response, review Carole Response re same (1.2), confer with Receiver, co-counsel re same (.2); draft Reply, legal research re same, review Motion and Responses re same (3.4).

12/11/2017 TLT 0.6 Conference with A. Goforth re trial subpoenas (.3); review Carole response to Motion to Strike/Motion to Amend OSC (.6).

12/11/2017 AMG 1.6

Review Carole, USPI Responses to 2nd MAOSC, Motion to Strike (1.1); draft subpoenas for hearing, transmit to Rapoport counsel, co-counsel, confer with Receiver re same (.5).

12/12/2017 TLT 0.7 Review Faulkner Emergency Motion to Continue/Strike Exhibits (.4); review email and telephone conference with Tomko and AMG re Emergency Motion (.3).


Page 9 of 9


12/13/2017 KAC 0.3 Telephone with Receiver re Colleyville PO Box in prep for OSC hearing; review records re same.

12/13/2017 AMG 1.1 Review Order denying Chris Faulkner Emergency Motion, confer with Receiver re same (.3).

TIME SUMMARY


Thomas L. Taylor III 60.4 $ 395.00 $ 23,858.00

Andrew M. Goforth 85.9 $ 175.00 $ 15,032.50

Kelly A. Cornelison 2.6 $ 120.00 $312.00

TIME SUMMARY TOTAL

$ 39,202.50



Regarding: OSC re Contempt Hearing and Hearing Prep


11/29/2017 AMG 7.8

Travel to and from Dallas (half time) (3); meeting with Receiver, Dykema counsel re OSC hearing (4.5); telephone conference with SEC counsel re OSC hearing (.3).

11/29/2017 TLT 7.5 Travel to Dallas for meeting with litigation counsel (billed at half time) (3); meeting with counsel (4.5).

12/4/2017 TLT 1.8 Conference with counsel re hearing prep/review email re notebooks for prep (.6); review and supplement exhibit list for OSC hearing (1.2).

12/5/2017 TLT 0.2 Conference with Dykema re hearing (.2).

12/7/2017 TLT 0.7

Review witness list/revise exhibit list (OSC) (.3); review demonstratives for expert testimony at hearing (.2); review Chris Faulkner exhibit/witness list (.1); review Carole Faulkner exhibit list/witness list (.1).

12/7/2017 AMG 0.4 Review pre-hearing filings, exhibit and witness lists of Respondents (.1); Confer with co-counsel re Receiver Witness and Exhibit lists, review same (.3).

12/8/2017 TLT 1

Review and approve time estimate for witnesses (.2); review Receiver's supplemental exhibit list (.3); telephone conferences with Dykema re preparation for hearing (.5).

12/11/2017 TLT 3.8 Review Receiver’s exhibit book/prepare for testimony and for meeting with Receiver’s counsel (3.8).


Page 2 of 3


12/12/2017 KAC 1.6 Review emails and supplemental exhibits for OSC hearing; prepare binders and documents for OSC hearing.

12/12/2017 AMG 1.1

Review Court advisory re OSC Hearing (.1); Review Chris Faulkner Emergency Motion to Continue Hearing, confer with Receiver, E Tomko re same, emails to same (1).

12/13/2017 TLT 11.4

Travel to Dallas (billed at half time) (2); prepare for testimony and conferences and emails with counsel re prep (5.8); conference with P. Craine and counsel in preparation for testimony (1.8); review final of exhibit book (1.6); review Order and conference re same (.2).

12/14/2017 TLT 7.8 Attend Court hearing (5.5); conference with AMG re hearing (.2); travel to Houston (billed at half time) (2); review minute Order (.1).

12/14/2017 AMG 0.2 Confer with Receiver re OSC Hearing.

TIME SUMMARY



Andrew M. Goforth 9.5 $ 175.00 $ 1,662.50

Kelly A. Cornelison 1.6 $ 120.00 $ 192.00

TIME SUMMARY TOTAL

$ 15,363.50

EXPENSES

DATE DESCRIPTION

11/29/2018 AMG Airport Parking $ 22.00

11/29/2018 TLT & AMG Southwest Airfare for meeting with counsel in preparation for hearing

$ 907.88


Page 3 of 3

12/13/2017 TLT Southwest Airfare for OSC hearing

$ 453.94

12/13/207 TLT Lodging for OSC hearing $ 244.77

TOTAL EXPENSES $ 1,628.59



Regarding: California Lawsuit


11/27/2017 KAC 0.5 Review Faulkner v. Taylor Complaint (.4); telephone conferences with Receiver re same (.1).

11/27/2017 AMG 4.7

Review Carole/USPI complaint in CA lawsuit, confer with Receiver, co-counsel re same vis-à-vis violation of litigation stay in OAR, review OAR re same (1.8); confer with Receiver re removal of case to federal court, draft notice of removal, legal research re bases for removal (2.9).

11/27/2017 TLT 5.9

Review California complaint filed vs. Receiver and telephone conferences and emails with California counsel, Dykema, and SEC Staff (2.8); conference with AMG re same (.3); conference with KAC re service (.1); telephone conference with SEC Staff re same and re possible response (.5); legal research re removal and conferences with AMG and California counsel re same (2.2).

11/28/2017 KAC 0.5 Attention to summons/papers served with Carole Complaint; emails with Corrigan and Goforth re same

11/28/2017 AMG 4.4

Confer with Receiver re removal of Carole/USPI suit (.3); research re removal bases, local rules in CACD (1.8); draft removal, compile exhibits, and transmit to CA counsel (1); emails with CA counsel re Removal papers (.3); draft 2nd MAOSC re CA Lawsuit by Carole/USPI, confer with Receiver re same (1);


Page 2 of 4


11/28/2017 TLT 7.6

Review and revise Notice of Removal and conferences and emails with AMG and California counsel re same (3.5); confer re 2nd Amended MOSC re contempt, review OAR and outline proposed OSC re California lawsuit (2.3); review brief and correspondence re Barton doctrine from Tomko and telephone conference re same (1.8).

11/29/2017 AMG 1.8 Review final/filed CA removal papers, emails with CA counsel re same (.6); draft 2nd MAOSC re CA Lawsuit by Carole/USPI, confer with Receiver re same (1.2).

11/29/2017 TLT 0.9

Review filing of removal of California lawsuit and correspondence re exhibits, amendment of notice; telephone conferences with California counsel and AMG re same (.7); review memo from CA counsel re requirements for including pleadings with removal petition and conference with AMG re same (.2).

11/30/2017 AMG 1.5 Finalize and file 2nd MAOSC, confer with Receiver, E Tomko re same (1.5).

11/30/2017 TLT 4.6

Finalize and approve for filing amended OSC brief, exhibits (2.4); draft and revise Amended OSC (re CA lawsuit vs. Receiver) and conference with AMG re same (2.2).

12/1/2017 TLT 2

Revise filings in USDC CDCA and correspondence from counsel (.8); review draft motion to transfer to NDTX and conference with California counsel re same (1.2).

12/1/2017 AMG 0.2 Review CA removal docket, email from CA counsel re same (.2).

12/2/2017 TLT 1 Legal research re effect of transfer motion (.8); emails with counsel re same (.2)


Page 3 of 4


12/3/2017 TLT 1

Review J. Ross email re 12(b)(6) to be filed in California and respond (.2) and telephone conference re same (.8); email re calculation of deadline to respond.

12/4/2017 TLT 1.1

Review Motion to Transfer California action and conference re same (.8); review Carole Faulkner motion/proposed Order (.2); review Order on Carole Faulkner motion (.1).

12/4/2017 AMG 1.8

Review and revise draft briefing from CA counsel re Motion to Transfer Venue, confer with Receiver re same, emails to CA counsel re same (1.4); confer with Receiver re Rule 12(b)(1) motion re CA case, caselaw re same, t/c to J Ross re same (.4).

12/5/2017 TLT 1.2 Review and approve filing of Motion to Transfer and correspondence re same (1.2).

12/5/2017 AMG 0.5 Review CA Motion to Transfer Venue drafts, emails with Receiver, CA counsel re same (.5)

12/6/2017 TLT 3.4

Conference with AMG re research for Motion to Dismiss California action and review correspondence (1.2); telephone conference with J. Ross re same (.2); review correspondence re subject matter jurisdiction (.5) and cases re subject matter jurisdiction (1.5).

12/6/2017 AMG 0.6

Emails with J Ross re Motion to Transfer Venue (.1); Confer with J Ross re 12(b)(1) caselaw and legal arguments, emails re same, confer with Receiver re same (.5).

12/8/2017 TLT 0.7

Conferences re meet and confer obligations in California action (.2); telephone conference with California counsel and review email re meet and confer with Carole/refusal of dismissal (.4); review CDCA case management order (.1).


Page 4 of 4


12/8/2017 AMG 0.3 Emails with CA counsel re Motion to Dismiss, conference with Carole re same.

12/10/2017 TLT 0.6 Telephone conference and emails with J. Ross re Motion to Dismiss California action.

12/11/2017 TLT 3.4

Review and comment draft motion to Dismiss California action (1.8); review J. Ross email re same (.1); review and approve for filing Motion to Dismiss California action (1.5).

12/11/2017 AMG 0.9 Review drafts of Motion to Dismiss CA lawsuit pursuant to 12(b)(1), emails with J Ross re same (.9);

12/12/2017 TLT 1.7 Draft and revise TLT declaration for California litigation (1.2); review J. Ross revision to Motion to Dismiss and conferences re same (.5).

12/12/2017 KAC 0.2 Confer with Receiver re drafts in California suit.

12/12/2017 AMG 0.7 Emails with CA counsel, Receiver, J Ross re Motion to Dismiss, hearing dates, review documents re same (.7).

12/20/2017 TLT 0.2 Review Court correspondence (USDC CDCA) re setting hearings.

12/21/2017 AMG 0.1 Review emails from CA counsel re hearing dates.

TIME SUMMARY



Andrew M. Goforth 17.5 $ 175.00 $ 3,062.50

Kelly A. Cornelison 1.2 $ 120.00 $ 144.00

TIME SUMMARY TOTAL

$ 17,150.00


EXHIBIT C


Statement Date:Statement No.

Account No.Page:

CORRIGAN & MORRIS LLP

December 15, 201714535

1114.00

Thomas Taylor

A LIMITED LIABILITY PARTNERSHIP201 SANTA MONICA BOULEVARD, SUITE

SANTA MONICA, CA 90401-2212

(310) 394-2800

1

SEC ReceiverRE:

Fees For Professional Services

Rate Hours10/12/2017 SCM Review subpoenas and review background case

information. Tend to service of subpoenas toArab and RackAlley. 400.00 0.40 160.00

10/18/2017 SCM Telephone calls and emails with process serverand client re status of process serving. 400.00 0.30 120.00

11/21/2017 BTC Review local rules and national rules governingremoval of state court actions to federal court. 400.00 1.00 400.00

11/28/2017 SCM Legal Research on removal of a state courtaction to federal court. Draft Notice of Interested Parties, Civil CoverSheet. . Review and revise Notice of Removaland supporting documents. Tend to service ofJudge's Courtesy Copies. Misc phone calls andemails with T. Taylor. 400.00 2.00 800.00

BTC Prepare and file notice of removal with exhibits;and statement of related cases; and proof ofservice; and review civil cover sheet and othercash initiation documents prepared by StanMorris; attend to filing same electronically.Emails and telephone calls with Tom Taylor andA. Goforth re same. 400.00 4.20 1,680.00

11/29/2017 BTC Review additional documents served; emails rewhether removal notice should be supplementedwith additional documents. 400.00 0.40 160.00

BTC Emails re venue motion and effect on timing ofresponse to complaint. 400.00 0.20 80.00

12/01/2017 BTC Review court notices; email to Tom Taylor resame; preparation of motion to transfer venue. 400.00 4.50 1,800.00

12/04/2017 BTC Prepare Notice of Motion and Motion to TransferVenue; Taylor Declaration; Memo of Ps and As;and exhibits to Taylor Declaration. 400.00 5.00 2,000.00


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Page No.Statement No.

Statement Date:Account No.

214535

12/15/2017

SEC Receiver1114.00

Thomas Taylor

RE:

Rate Hours

12/05/2017 BTC Review, finalize and file Notice of Motion andMotion to Change Venue; Memorandum of Pointsand Authorities; Declaration of Thomas Taylor;and proof of service. Serve same to CaroleFaulkner. 400.00 1.50 600.00

12/08/2017 BTC Telephone call with Stan and Carole Faulkner remeet and confer obligations over Motion toTransfer Venue and Motion to Dismiss. Email toclient re same. 400.00 0.40 160.00

SCM Email to C. Faulkner re meet and conferobligations. Telephone call with C. Faulkner remeet and confer re motions to dismiss andvenue. Conference with B. Corrigan re same. 400.00 0.40 160.00

12/11/2017 BTC Emails re Motion to Dismiss with Tom Taylor;discuss with Stan; review and comment on Memoof Points and Authorities in support of Motion toDismiss. 400.00 2.00 800.00

12/12/2017 BTC Prepare and file Notice of Motion and Motion toDismiss; Declaration of Thomas L Taylor III andExhibits A-G; Memo of Points and Authorities andProof of Service in support of Motion to Dismiss.Many emails and telephone calls with Tom Taylorand others re same. Attend to service of samevia email and mail. Prepare Certificate of Meetand Confer re Venue Motion. 400.00 7.80 3,120.00

12/13/2017 BTC Telephone call and emails with Tom Taylor remotion to dismiss papers; and change of hearingon motion to change venue to same date;prepare notice of change of hearing date onvenue motion with proof of service. Attend tofiling and service of same. 400.00 1.80 720.00

For Current Services Rendered 31.90 12,760.00

Actual Costs Incurred

11/01/2017 One Legal Service charges 884.8011/13/2017 One Legal Charges 189.9011/28/2017 Filing Fee federal removal. 400.0011/28/201712/14/2017 Lexis charges November. 145.18

Total Actual Costs Incurred 1,619.88

Total Fees & Costs $14,379.88


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Documents

RECEIVER’S APPLICATION FOR ATTORNEY’S FEES AND COSTS …