郭文贵破产案 · MOTION · ECF #328-1

元数据

当事人: 郭文贵 (Guo Wengui / Miles Guo / Ho Wan Kwok)
法院: CTB
案号: 22-50073
ECF #: 328
类型: MOTION
立案日: 2022-05-04

原始法庭文件为英文，下方为英文全文。

全文

#### **EXHIBIT A**

Friedman Declaration

### **UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION**

In re:

HO WAN KWOK1

Chapter 11 Case No.

22-50073 (JAM)

Debtor.

May 4, 2022

## **DECLARATION OF PETER FRIEDMAN IN SUPPORT OF PACIFIC ALLIANCE ASIA OPPORTUNITY FUND L.P.'S MOTION TO UNSEAL COURT EXHIBIT 1**

I, Peter Friedman, declare:

1. I am an attorney admitted to practice law in the State of New York and

Washington, D.C. and am a partner at the law firm of O'Melveny & Myers, 7 Times Square,

New York, NY 10036, counsel for Pacific Alliance Asia Opportunity Fund L.P. ("PAX"). I

respectfully submit this Declaration in support of PAX's Motion to Unseal Court Exhibit 1.

2. Attached as Exhibit 1 is a true and correct copy of the transcript of the April 27, 2022 hearing before the Honorable Julie A. Manning.

3. Attached as Exhibit 2 is a true and correct copy of the transcript of the April 8,

2022 deposition of the 30(b)(6) deposition of Verdolino & Lowey ("V&L"), in which Craig

Jalbert represented V&L.

4. Attached as Exhibit 3 is a true and correct copy of the transcript of the March 21, 2022 341 Meeting of Creditors.

5. Attached as Exhibit 4 is a true and correct copy of Melissa Francis' LinkedIn profile, available at http

1 The last four digits of the Debtor's taxpayer identification number are 9595.

6. Attached as Exhibit 5 is a true and correct copy of the transcript of the April 13,

2022 hearing before the Honorable Julie A. Manning.

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

Dated: May 4, 2022 New York, New York */s/ Peter Friedman*

Peter Friedman

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# **EXHIBIT 1**

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#### 567

In Re \* Case No. 22-50073 (JAM) \* HO WAN KWOK, \* Bridgeport, Connecticut \* April 27, 2022 Debtor. \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* TRANSCRIPT OF PROCEEDINGS BEFORE THE HONORABLE JULIE A. MANNING UNITED STATES BANKRUPTCY JUDGE

UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION

#### APPEARANCES:

For the Creditor, Pacific PETER FRIEDMAN, ESQ. Alliance Asia Opportunity LAURA S. ARONSSON, ESQ.

For the Debtor: WILLIAM R. BALDIGA, ESQ. BENNETT S. SILVERBERG, ESQ. KENNETH AULET, ESQ. JEFFREY L. JONAS, ESQ. Brown Rudnick, LLP Seven Times Square New York, NY 10036

Fund L.P.: DAVID V. HARBACH, II, ESQ. O'Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036

> PATRICK M. BIRNEY, ESQ. Robinson & Cole LLP 280 Trumbull Street Hartford, CT 06103

Proceedings recorded by electronic sound recording, transcript produced by transcription service.

> **Fiore Reporting and Transcription Service, Inc. 4 Research Drive, Suite 402 Shelton, Connecticut 06484 (203)929-9992**

APPEARANCES Cont'd: For the U.S. Trustee: HOLLEY L. CLAIBORN, ESQ. Office of the United States Trustee The Giaimo Federal Building 150 Court Street, Room 302 New Haven, CT 06510 For Golden Spring TIMOTHY MILTENBERGER, ESQ. (New York), Interested Cohn Birnbaum & Shea, P.C. Party: 100 Pearl Street Hartford, CT 06103 For HK International Funds STEPHEN M. KINDSETH, ESQ. Investments (USA) Limited, AARON A. ROMNEY, ESQ. LLC, Interested Party: Zeisler & Zeisler 10 Middle Street Bridgeport, CT 06604 Proposed counsel for the IRVE GOLDMAN, ESQ. Creditors Committee: JOHN KAPLAN, ESQ. Pullman & Comley 850 Main Street Bridgeport, CT 06601

For Rui Ma, Zheng Wu and KRISTEN MAYHEW, ESQ. Weican Meng, Creditors: McElroy, Deutsch, Mulvaney & Carpenter 30 Jeliff Lane Southport, CT 06890

| | 3 | |----|--------------------------------------------------------| | 1 | (Proceedings commenced at 9:46 a.m.) | | 2 | THE CLERK: Case No. 22-50073, Ho Wan Kwok. | | 3 | THE COURT: Good morning. If we could have | | 4 | appearances for the record, starting with the debtor's | | 5 | counsel, please. | | 6 | MR. BALDIGA: Good morning, Your Honor. William | | 7 | Baldiga, Brown Rudnick, for the debtor. With me, my | | 8 | colleagues, Ben Silverberg, Ken Aulet, and Jeff Jonas. | | 9 | Thank you. | | 10 | THE COURT: Good morning. | | 11 | MR. JONAS: Good morning. | | 12 | THE CLERK: I'm sorry. I heard Bennett | | 13 | Silverberg, but there was someone else I didn't -- | | 14 | MR. BALDIGA: Ben Silverberg, Kenneth Aulet. | | 15 | THE CLERK: Thank you. | | 16 | MR. BALDIGA: And I believe his motion pro hac was | | 17 | allowed a week or two ago. | | 18 | MR. AULET: Yesterday. | | 19 | THE COURT: I think just the other day. | | 20 | MR. BALDIGA: Yesterday. I'm sorry. | | 21 | THE COURT: Just the other day, yes. | | 22 | MR. BALDIGA: And Jeffrey Jonas. | | 23 | THE COURT: Good morning. | | 24 | MR. BALDIGA: Thank you. | | 25 | MR. KINDSETH: Good morning, Your Honor. Stephen |

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| | 4 | |----|--------------------------------------------------------------| | 1 | Kindseth, Zeisler & Zeisler. And with me, my colleague | | 2 | Aaron Romney, representing HK International Funds | | 3 | Investments (USA) Limited, LLC. | | 4 | MR. ROMNEY: Good morning, Your Honor. | | 5 | THE COURT: Good morning. | | 6 | MR. MILTENBERGER: Good morning, Your Honor. | | 7 | Timothy Miltenberger for Golden Spring (New York). | | 8 | THE COURT: Good morning. | | 9 | MR. FRIEDMAN: Good morning, Your Honor. Peter | | 10 | Friedman of O'Melveny & Myers on behalf of Pacific Alliance | | 11 | Group. I'm here with my colleagues Laura Aronsson, who's | | 12 | had a pro hac entered, and David Harbach, who is back there, | | 13 | but will be joining us at the bar. | | 14 | THE COURT: Good morning. | | 15 | MR. FRIEDMAN: And Mr. Birney is here as well from | | 16 | the Robinson & Cole firm. | | 17 | MR. BIRNEY: Good morning, Your Honor. | | 18 | THE COURT: Good morning. | | 19 | MR. GOLDMAN: Good morning, Your Honor. Irve | | 20 | Goldman, Pullman & Comley, with my colleague, Jonathan | | 21 | Kaplan. Our application is pending to represent the | | 22 | Official Committee of Unsecured Creditors. | | 23 | THE COURT: Good morning. | | 24 | MR. KAPLAN: Good morning. | | 25 | MS. CLAIBORN: Good morning, Your Honor. Holley | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 9 of 567 | |----|-----------------------------------------------------------------------------------------------| | | 5 | | 1 | Claiborn for the U.S. Trustee. | | 2 | THE COURT: Good morning. | | 3 | MS. MAYHEW: Good morning, Your Honor. Kristin | | 4 | Mayhew, McElroy, Deutsche, Mulvaney & Carpenter, on behalf | | 5 | of creditors Rui Ma and Zheng Wu. | | 6 | THE COURT: Good morning. | | 7 | MS. MAYHEW: Good morning. | | 8 | THE COURT: Does anyone else wish to note their | | 9 | appearance for today's hearings? | | 10 | (No audible response.) | | 11 | THE COURT: Okay. As you all know we scheduled | | 12 | the hearings today. There are many matters on the calendar, | | 13 | but the two matters that are scheduled for an evidentiary | | 14 | hearing today are the application to employ Verdolino & | | 15 | Lowey, ECF No. 90, and the motion for DIP financing -- I've | | 16 | shortened the titled, but that's what it essentially is -- | | 17 | ECF 117. | | 18 | I know there are many other matters on the | | 19 | calendar. I know you all took a few minutes before we | | 20 | started this morning. I don't know if there's anything that | | 21 | anyone wants to report to the Court before we begin. | | 22 | MR. BALDIGA: Yes, Your Honor. Thank you. Again, | | 23 | William Baldiga for the debtor. | | 24 | Your Honor, we're delighted to have made great | | 25 | progress not only this morning, but over the course of the |

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| | 6 | |----|----------------------------------------------------------------| | 1 | last two weeks. And if I could just report briefly, not | | 2 | argue, but just report as to where we are as to each matter? | | 3 | THE COURT: Sure. Please, go right ahead. | | 4 | MR. BALDIGA: As to the motion to lift stay | | 5 | involving the boat, there is a resolution. You may remember | | 6 | that the owner of the boat, AK International -- HK | | 7 | International, filed a proposed order some time ago. That | | 8 | order has been negotiated. | | 9 | As you would expect, it's somewhat longer than | | 10 | first submitted, but those -- that's what happens with this | | 11 | things, and the parties need some time to finalize some | | 12 | language over the course of the next -- well, it's being | | 13 | done now, but it's not ready to be handed up -- but they | | 14 | believe that sometime this morning that language will have | | 15 | been reviewed by everyone and that there will be a consent, | | 16 | fully-consented-to order resolving the lift stay motion with | | 17 | the boat being returned and fully resolving it. | | 18 | The \$37 million is already at the Zeisler Client | | 19 | Trust Fund Account, so that is no longer a concern, if it | | 20 | ever was. So great progress in that regard. | | 21 | In no particular order, the Brown Rudnick | | 22 | retention, all objections have been resolved. I believe | | 23 | that PAX wants to put on the record a reservation of rights, |

With Verdolino & Lowey, all objections have been

Fiore Reporting and Transcription Service, Inc.

but we'll hear them say whatever they want in that regard.

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| | 7 | |----|----------------------------------------------------------------| | 1 | resolved other than that of PAX and I guess PAX will decide | | 2 | whether they want to go forward with that. But all other | | 3 | objections have been resolved. | | 4 | With the fee procedures, interim fee procedures | | 5 | motion, all objections have been resolved. | | 6 | With the -- | | 7 | THE COURT: Hold on. Let me just -- I'm with -- | | 8 | MR. BALDIGA: I'm sorry, Your Honor. | | 9 | THE COURT: No, that's okay. I'm just trying to | | 10 | make sure I'm following you. | | 11 | MR. BALDIGA: I guess I should be giving docket | | 12 | numbers. | | 13 | THE COURT: No. That's okay. I'm fine with that. | | 14 | I just -- I can figure that out. Okay. Go ahead. | | 15 | So the -- | | 16 | MR. BALDIGA: There is -- | | 17 | THE COURT: -- the interim -- the interim | | 18 | procedures has been resolved, is that what you're saying? | | 19 | MR. BALDIGA: Yes, Your Honor. | | 20 | (Pause.) | | 21 | MR. BALDIGA: We'll add PAX as a noticed party as | | 22 | part of the resolution. So we have work to do on the order, | | 23 | but no objections outstanding, just clean up the order. | | 24 | Thank you. | | 25 | With respect to the DIP loan, there is still an | | | |

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| | 8 | |----|---------------------------------------------------------------| | 1 | objection, but I believe only of PAX I believe. I'm sorry. | | 2 | The U.S. Trustee also continues to have an objection. So | | 3 | that appears that we will go forward on -- | | 4 | THE COURT: With evidence on that? | | 5 | MR. BALDIGA: -- on presentations today -- | | 6 | THE COURT: Okay. | | 7 | MR. BALDIGA: -- including evidence if the parties | | 8 | wish. | | 9 | And then we have the motion to dismiss. And we -- | | 10 | we'll need some time with you today to work out the | | 11 | scheduling on that with the Court's calendar and the | | 12 | calendars of other parties, but there's been a lot of | | 13 | discussion around that. | | 14 | There's an open issue as to whether we're going to | | 15 | have the 341 continue during that time, and we'll argue if | | 16 | that is necessary as to how that affects the scheduling and | | 17 | complicates the proceeding, but we may be able to resolve | | 18 | that as well. | | 19 | So I think that's the full agenda, Your Honor, | | 20 | I've addressed briefly. | | 21 | Mr. Kindseth may want to give further detail as to | | 22 | where we are with the boat, but obviously all parties can | | 23 | correct any part of that or make additional comment, but -- | | 24 | THE COURT: I have a couple of things -- | | 25 | MR. BALDIGA: Of course. | | | |

THE COURT: -- before you go. You all go ahead, and then I'll -- maybe you'll answer my questions. MR. BALDIGA: Okay. I'll turn it over to others. THE COURT: Mr. Friedman, what were you going -- MR. BALDIGA: But I'm delighted with the progress, Your Honor. I reported at the last hearing that there's been an inability to engage with the parties and that has changed dramatically. We've had really good engagement with the committee, with the Office of the United States Trustee, with committee members, and it's good to see the case now proceeding in a good direction with most things that were filed fully resolved and a few things still remaining. So we feel good that we're heading in the right direction. Now I'll turn it over to other people for whatever questions the Court may have. THE COURT: Mr. Friedman, go right ahead. You still have an objection to the DIP motion, but what other objection does your client have? MR. FRIEDMAN: We also have an objection to the -- the retention of a financial advisor in this case, Your Honor, which we will examine the proposed financial advisor who would -- in connection. THE COURT: Okay.

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MR. FRIEDMAN: I want to make a couple of comments. You know, the stay motion is obviously our motion, so I thought I should address the status. THE COURT: Yes. MR. FRIEDMAN: We have had extensive discussions with HK. We've had extensive discussions with the committee. I do think we are in a place where we have agreed to, in principle, an order. It is an order that has a lot of belts and suspenders because we obviously, you know, came in to this case with concerns and still have them. It should be -- we should be getting a final draft from counsel for HK shortly I think because we have ironed out the relevant points. I would -- what I would say is once the -- once the order is in your hands -- we obviously have tremendous respect for the Court's time. The date of the stay runs out on Monday, that will be the day ordinarily the Court would have to enter an order. Out of respect for the Court, if the Court needs more time once it's in the Court's hands, we would agree that there's an extenuating circumstance. We would not have agreed to that without an agreement. But I'm obviously very sensitive to overloading the Court or trying to jam the Court, which is nobody's

intention, so we will provide it to the -- it will be provided to the Court. And when the Court -- if the Court has follow-up questions after that and needs to schedule something, I just want to make it clear to the Court that we will accommodate whatever the Court needs and not try to rush the schedule in any ways to make your life more difficult. THE COURT: Well, I appreciate that. And I appreciate the efforts of the parties. And obviously once I see the order, I will take a look at it -- MR. FRIEDMAN: Okay. THE COURT: -- and then see if there's any concerns that I have. MR. FRIEDMAN: Thank you, Your Honor. And then, what I would say, Your Honor, is that's progress. It's a discrete form of progress. We still have, you know, a lot of concerns about the case and those have not receded. Mr. Baldiga is correct. We will just reserve some rights with respect to the Brown Rudnick retention. We actually think it's important that Mr. Kwok have competent counsel, and Brown Rudnick certainly is competent counsel. And not having them retained would -- A) we heard what you said at the last hearing that they will be retained, and B) whatever form this case takes, they're necessary.

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We do have two other objections. We will be prosecuting them today. THE COURT: Okay. Thank you. Mr. Goldman? MR. GOLDMAN: Yes, Your Honor. Thank you. I'd like to put some finer points on the resolution of the committee's objections to the DIP loan and the Verdolino loan, their retention rather. I think it's important that we put the terms of the settlement on the record and advise the Court that we do have it documented. We had been working on it late into last night and we're finally able to reach final agreement this morning. So if I can report those terms to the Court, I think it would be helpful to the Court and the parties. THE COURT: Go right ahead. MR. GOLDMAN: As to the DIP motion, we have agreed that the debtor and Golden Spring will remove as termination events the filing by the debtor of a motion to dismiss or a motion for the appointment of a Chapter 11 trustee or a motion to convert. They will also remove as termination events the termination of exclusivity for the debtor provided that the committee agrees not to seek to terminate exclusivity before the initial 120-day period expires which would be on or

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| | 13 | |----|----------------------------------------------------------------| | 1 | about June 15th. So we do agree that we will not seek to | | 2 | terminate that exclusivity before then. | | 3 | THE COURT: So how are these agreements going to | | 4 | be noted? Are there going to be -- is there going to be an | | 5 | amended DIP loan agreement, or is this going to be part of | | 6 | the order, or both? | | 7 | MR. GOLDMAN: Both. | | 8 | THE COURT: Okay. Go ahead. | | 9 | MR. GOLDMAN: Yeah. They're revisions to both. | | 10 | The termination events reside in the DIP | | 11 | agreement, not the order. The order just refers to -- | | 12 | THE COURT: Okay. | | 13 | MR. GOLDMAN: -- the credit agreement. | | 14 | The initial \$2 million loan that is -- we would | | 15 | ask the Court to approve on an interim basis -- is going to | | 16 | be paid into our firm's trust account. We will set up a | | 17 | segregated deposit account that bears interest for that. | | 18 | And I didn't expressly discuss this with the | | 19 | debtor's counsel, but we are going to need a W-9 form filled | | 20 | out by the debtor because the estate will be entitled to the | | 21 | -- whatever interest is on that money. And that's a bank | | 22 | requirement, not our firm's requirement. So we'll need that | | 23 | to be filled out if the Court does approve this resolution. | | 24 | And that \$2 million will be used to pay the | | 25 | committee's professionals and any examiner that might be |

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appointed or the examiner's professionals. And of course that's without prejudice to the additional loans that are being requested on a final basis. And I expect we'll be able to work those out as well.

The other provision we negotiated and which was of great concern to the committee relates to the termination event that would be based on the appointment of a Chapter 11 trustee. We were highly concerned -- and that was a point of -- one of the points of our objection -- that that tilted the process.

And so what we were able to work out is a commitment from the debtor and Golden Spring that the -- of the \$500,000 that Golden Spring agreed to make available upon a termination event -- and that would include the appointment of a Chapter 11 trustee -- they would agree to make an addition to all fees of professionals that had been approved up to that date, the date of the appointment of a trustee, an additional \$500,000. Of that, 400 would be dedicated to a -- the fees of a Chapter 11 trustee, his or her professionals, as well as the committee's professionals to the extent they would continue to have a role post-trustee.

So the committee was satisfied that if a Chapter 11 trustee had to take over, there would be a fund for the trustee to continue on with the investigation and recovery

of assets. THE COURT: Is that 500,000 or 400,000 of which you're talking about part of the two million or in addition to the two million? MR. GOLDMAN: Well, that would be in -- actually in addition to any fees that were accrued up to the date of the appointment of a trustee, so my conception of it was that it would be in addition to the loan. UNIDENTIFIED: In addition to? MR. GOLDMAN: In addition to the two million if the trustee appointment occurred during the interim period. Or if it incurred -- if it occurred in the final period, it would be an addition. That's my understanding. THE COURT: Okay. I'm not sure everybody agrees on that side, but we'll see. That's why I asked the question. (Pause.) MR. BALDIGA: On that point, if you still have un- incurred amounts in the two million, it wouldn't double count that. MR. GOLDMAN: I agree with that. MR. BALDIGA: Okay. Thank you. MR. GOLDMAN: Yeah. THE COURT: Okay. MR. GOLDMAN: The debtor had requested a finding

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of good faith in the interim order.

And we had no problem with that as long as it was subject to a very strict caveat, and that would be that it would be strictly limited to the extension of the DIP loan and it would not be construed in any way or used to defend against claims that the committee or another estate representative or a creditor might assert against Golden Spring based on theories such as alter ego, veil piercing, fraudulent transfer.

In other words, that they couldn't use the good- faith finding to say, here, Your Honor, you've already held that we were a separate entity and we proceeded in good faith with the DIP, so how could you pierce the corporate veil.

So that is being accepted out of the good-faith finding and the good-faith finding will only relate to the extension of the interim DIP fees -- DIP funds rather.

And there's a similar caveat for the no-waiver provision that is in the current order. It's in paragraph 15. We'll just make that more explicit to match the caveat I just gave Your Honor about the good-faith finding, that the entry of the order doesn't impair or prejudice in any way the claims that might exist against Golden Spring. And I think that that sums it up. I think there's -- there's one point we agree with

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| | 17 | |----|--------------------------------------------------------------| | 1 | the debtor on and that's the point that was made in the | | 2 | declaration, that this proceeding should serve as a ground | | 3 | for giving creditors a fair opportunity to investigate what | | 4 | assets the debtor has, to conclusively determine what those | | 5 | assets are, and to use the DIP financing as a means to do | | 6 | that. That's all in his declaration and that's all being | | 7 | served, we think, if this resolution is approved. | | 8 | THE COURT: Okay. Thank you. | | 9 | Mr. Kindseth, did you want to say something? | | 10 | MR. KINDSETH: Yes. There is some logistical | | 11 | issues, timing issues, that we have, and so revising the | | 12 | order and having it circulated as soon as possible is very | | 13 | important, so I'd like to be excused to go back to my office | | 14 | to finish the draft order. | | 15 | I'm also -- | | 16 | THE COURT: Of the DIP order? | | 17 | MR. KINDSETH: Sorry? | | 18 | THE COURT: Of the DIP order? | | 19 | MR. KINDSETH: No. This is concerning the Lady | | 20 | May, the -- | | 21 | THE COURT: Oh, you're -- okay. | | 22 | MR. KINDSETH: Correct. My -- | | 23 | THE COURT: Well, there isn't really a -- there | | 24 | isn't really a motion underlying that then, right? | | 25 | I mean -- |

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| | 18 | | | | | | | | |----|-------------------------------------------------------------|--|--|--|--|--|--|--| | 1 | MR. KINDSETH: Actually -- | | | | | | | | | 2 | THE COURT: -- you're saying it's the resolution | | | | | | | | | 3 | of the relief from stay order? | | | | | | | | | 4 | MR. KINDSETH: Correct. | | | | | | | | | 5 | THE COURT: Okay. Okay. | | | | | | | | | 6 | MR. KINDSETH: And I can provide Your Honor with a | | | | | | | | | 7 | summary of -- | | | | | | | | | 8 | THE COURT: No, that's fine. | | | | | | | | | 9 | MR. KINDSETH: Great. | | | | | | | | | 10 | THE COURT: I don't need to see it. | | | | | | | | | 11 | MR. KINDSETH: Perfect. | | | | | | | | | 12 | THE COURT: I mean, I think -- I'll read it -- | | | | | | | | | 13 | MR. KINDSETH: Yes. | | | | | | | | | 14 | THE COURT: -- when I see it, right? | | | | | | | | | 15 | MR. KINDSETH: Okay. Very good. | | | | | | | | | 16 | THE COURT: And so I think that's fine. | | | | | | | | | 17 | MR. KINDSETH: So may I be excused? | | | | | | | | | 18 | THE COURT: Yes. Yes. You certainly may. Thank | | | | | | | | | 19 | you. | | | | | | | | | 20 | MR. KINDSETH: Thank you very much, Your Honor. | | | | | | | | | 21 | THE COURT: Okay. Then the only other thing that | | | | | | | | | 22 | I was going to ask questions about was the -- | | | | | | | | | 23 | The only thing, Mr. Baldiga, you didn't speak | | | | | | | | | 24 | about that's on the calendar today, other than the examiner | | | | | | | | | 25 | and the dismissal motion which you did speak about in some | | | | | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 23 of 567 | |----|------------------------------------------------------------------------------------------------| | | 19 | | 1 | ways, was the proof of claim bar date motion. | | 2 | What's the status of that motion? | | 3 | MR. BALDIGA: I'm sorry. I did forget that. | | 4 | That's also fully resolved I believe. We've agreed to all | | 5 | the requests of the U.S. Trustee in that regard to basically | | 6 | pare down what creditors must do to comply with the bar | | 7 | date. | | 8 | THE COURT: And what is the bar date proposed to | | 9 | be? | | 10 | MR. BALDIGA: I don't -- I don't -- it comes out | | 11 | to 52 days after service of the bar date. | | 12 | THE COURT: Okay. Well, I'll have to look at that | | 13 | because I'm not sure 52 days is enough time. | | 14 | MR. BALDIGA: Okay. | | 15 | THE COURT: I might -- you know, right now, the | | 16 | code, you know, has changed a few times over the last few | | 17 | years, but the least amount of time I think there is after a | | 18 | 341 meeting is 70 days, and it's 7 or something, but this is | | 19 | an 11 where -- | | 20 | MR. BALDIGA: Right. | | 21 | THE COURT: -- there doesn't always have to be a | | 22 | bar date set, right? | | 23 | But if there is, if you ask for one, that's fine, |

but I don't know if 52 days -- I'll have to look at whatever you propose, but I'm --

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 24 of 567 | |----|------------------------------------------------------------------------------------------------| | | 20 | | 1 | MR. BALDIGA: Okay. That's fair enough, Your | | 2 | Honor. | | 3 | THE COURT: -- I'm suggesting to you that I'm not | | 4 | sure if 52 days will be ample time in this case or any | | 5 | Chapter 11 case quite frankly because of many reasons, | | 6 | including the impact of the ability to object or receive a | | 7 | distribution under a plan. | | 8 | MR. BALDIGA: I hear that. | | 9 | THE COURT: So that would be my only concern. I | | 10 | mean, I don't know what other concerns I might have, but I'm | | 11 | just saying to you 52 days to me seems short. I'm not | | 12 | saying I'm going to 180 or anything like that, but I think | | 13 | that, you know, I would expect the bar date to be, you know, | | 14 | somewhere at least in the 75-day range. | | 15 | Is that a problem from the management of this | | 16 | case's perspective? | | 17 | MR. BALDIGA: Well, it depends. I mean, it's -- | | 18 | it's helpful to know what claims there are as we go through | | 19 | a plan process. | | 20 | THE COURT: I understand that. | | 21 | MR. BALDIGA: And we're anxious to do a plan | | 22 | process. We're two months into the case. And if we give | | 23 | creditors another essentially two months to file claims, it | | 24 | doesn't seem like a big burden, but let's put a date in and | | 25 | get it served, whatever date the Court feels is appropriate, |

| | 21 | |----|----------------------------------------------------------------| | 1 | it will -- but it will help the plan process along -- | | 2 | THE COURT: And you could certainly -- | | 3 | MR. BALDIGA: -- to know what claims there are. | | 4 | THE COURT: You know, you can certainly prepare | | 5 | your disclosure statement and plan based on different | | 6 | eventualities, right? | | 7 | MR. BALDIGA: It's not the disclosure statement as | | 8 | much as the financial transactions that underpin the plan. | | 9 | This is a -- we -- claims, the amount of claims matter. And | | 10 | to go forward -- | | 11 | THE COURT: I completely agree and that's the | | 12 | point, right? | | 13 | MR. BALDIGA: Right. | | 14 | THE COURT: And the -- you don't have a | | 15 | prepackaged Chapter 11, so you have to have time for | | 16 | solicitation and voting, and you have to have people give | | 17 | people an opportunity, meaningful opportunity, to file | | 18 | proofs of claim. | | 19 | MR. BALDIGA: Yes. And I know the rules says | | 20 | there's a presumption that 45 days is sufficient, and we | | 21 | accept that it can be more -- | | 22 | THE COURT: What rule? | | 23 | MR. BALDIGA: Local Rule 3003-1. | | 24 | THE COURT: Says 45 days for filing -- setting a | | 25 | proof of claim bar date? Maybe it does. |

MR. BALDIGA: Let me take a look at it again. (Pause.) MR. BALDIGA: But, again, we're not -- we're not even suggesting 45 days, but that's a point of reference I guess. But if the Court feels that it shouldn't be 45, it should be 52 or 60, then -- THE COURT: I just don't see 45 days as -- or any time frame Local Rule 3001-1. MR. BALDIGA: I'm sorry. I misspoke, 3003-1. THE COURT: Those are creditors whose claims are listed as disputed contingent on liquidating. That rule applies to creditors with claims that are disputed contingent on liquidated with a notice of a deadline for filing proofs of claims. The purpose of that rule is so that a debtor who files a case and lists in their statements and schedules of affairs all the claims as -- or any claim, it doesn't have to be all -- as disputed or contingent on liquidated. We have a process here in Connecticut where the debtor is required to provide notice to that claimant that their claim is listed as disputed contingent on liquidated, and that if they don't file a proof of claim, that they will not be able to object and they will not receive any distribution under the plan. MR. BALDIGA: I understand. I didn't -- I didn't Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 26 of

| | Case 22-50073 | Doc 328-1 | | Filed 05/04/22 567 | Entered 05/04/22 20:28:55 | | Page 27 of | | |---|---------------|-----------|------------|----------------------------------------------------|---------------------------|--|------------|----| | | | | | | | | | 23 | | 1 | | | | say that that rule dictates what we're doing here. | | | | | | 2 | | | THE COURT: | Yeah. | | | | |

MR. BALDIGA: It provides a reference point as to what -- it's a deadline for certain creditors to get their claims in. I'm not saying that that dictates what we do. I am saying that as in pretty much every other Chapter 11 case involving tens of millions of dollars conceivably getting claims, having a deadline on which claims are filed helps to push the case --

THE COURT: I completely agree. I'm not suggesting there isn't going to be a --

MR. BALDIGA: Okay. So that's all I'm saying. So we'll -- THE COURT: I'm not suggesting there isn't going

to be a deadline. I'm just not sure it's going to be 52 days.

MR. BALDIGA: And as I said, let's put a day in that you're comfortable with and keep the show moving forward, and we'll do that.

THE COURT: Okay. Thank you.

MR. BALDIGA: Thank you.

THE COURT: All right. So, Mr. Friedman, this is your objections to the application to employ Verdolino & Lowey and the -- your clients' -- and the DIP financing order.

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Now, I did see everyone's list of witnesses and exhibits. And I saw that last night there was a joint exhibit grid with regard to different exhibits. How do you plan on proceeding this morning? Are you -- are you going -- are we going to start with your objection or is Mr. Baldiga going to start with his -- or his motions? MR. BALDIGA: I was going to put -- to establish the evidentiary foundation that -- I was going to put Mr. Craig Jalbert on the stand. That's the witness that PAX intends to cross-examine. Direct would be very short, but -- THE COURT: That's fine with me if it's fine with Mr. Friedman. MR. BALDIGA: Okay. THE COURT: I mean, you two I'm sure have spoken about this, right? MR. FRIEDMAN: Your Honor, my colleague, Ms. Aronsson, will handle any objections to direct and the cross-examination and we'll make argument after the witness is -- has been relieved. THE COURT: Okay. All right. So, Mr. Baldiga, you may call your first witness. And this -- to be clear on the record, we are now -- is this evidence going to be applicable to both Verdolino Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 29 of

| | 25 | |----|---------------------------------------------------------------| | 1 | & Lowey and the DIP motion or are we just starting with the | | 2 | Verdolino & Lowey application? | | 3 | MR. BALDIGA: With Verdolino & Lowey. | | 4 | THE COURT: Okay. Thank you. | | 5 | MR. BALDIGA: Mr. Jalbert. | | 6 | THE COURT: Mr. Jalbert, when you -- when you sit | | 7 | down, just let me know what you can see, okay? If you have | | 8 | a screen in front of you, you know. | | 9 | I'm just going to say my screen is showing | | 10 | nothing. Should it be showing at least the calendar? | | 11 | THE CLERK: No. | | 12 | THE COURT: Okay. It shouldn't be showing | | 13 | anything. Okay. | | 14 | MR. JALBERT: It is blank, Your Honor. | | 15 | THE COURT: Can you see anything? | | 16 | MR. JALBERT: It is blank. | | 17 | THE COURT: Okay. Good. Mine is too. So then | | 18 | we're on the same page. But hopefully we'll be on a | | 19 | different page soon. | | 20 | MR. JALBERT: Good morning. | | 21 | THE COURT: Good morning. | | 22 | CRAIG JALBERT, WITNESS FOR THE DEBTOR, SWORN | | 23 | THE CLERK: State your name and business address | | 24 | for the record, please. | | 25 | THE WITNESS: My name is Craig R. Jalbert, J-A-L- | | | |

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| | 26 | |----|----------------------------------------------------------------| | 1 | B, as in boy, E, as in Eric, R-T, as in Tom. I work at | | 2 | Verdolino & Lowey. Our business address is 124 Washington | | 3 | Street, Foxboro, Massachusetts 02035. | | 4 | THE CLERK: Thank you. | | 5 | THE COURT: Good morning, Mr. Jalbert. | | 6 | THE WITNESS: Good morning, Your Honor. | | 7 | THE COURT: You okay in there? You've got what | | 8 | you need? | | 9 | THE WITNESS: (No audible response.) | | 10 | THE COURT: Okay. Thank you. I don't think we | | 11 | even have any water, but if you do get to a point where you | | 12 | need some, let us know. Okay? | | 13 | THE WITNESS: Thank you. I appreciate it. | | 14 | DIRECT EXAMINATION | | 15 | BY MR. BALDIGA: | | 16 | Q Good morning, Mr. Jalbert. | | 17 | A Good morning. | | 18 | Q You said in your introduction that you were affiliated | | 19 | with the firm of Verdolino & Lowey? | | 20 | A Yes. | | 21 | Q Could you tell the Court what that firm does. | | 22 | A It's styled as an accounting firm. Most of our work is | | 23 | specialty work. Pretty much the only accounting service | | 24 | that we do not provide is the test type services, audits, | | 25 | reviews, compilations, but we do a lot of litigation support |

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| | 567 | |----|----------------------------------------------------------------| | | Jalbert - Direct 27 | | 1 | work in insolvency. We do federal election reporting for | | 2 | federal senators and congressmen and presidential | | 3 | candidates, and we do what we call high-net-worth | | 4 | babysitting and tax preparation. | | 5 | Q And what is your position in the firm? | | 6 | A I'm a principal. | | 7 | Q And were you a co-founder of the firm? | | 8 | A Well, the firm was started back in 1979. The Verdolino | | 9 | or Verdolino & Lowey bought half the firm in 1986. I bought | | 10 | the other half in 1987. And it's just morphed into | | 11 | Verdolino & Lowey over the years. | | 12 | Q So you've been with that firm now for? | | 13 | A Thirty-five years. | | 14 | Q Thirty-five 35 years. | | 15 | And within Verdolino and -- and what is your title | | 16 | at the firm? | | 17 | A Principal. | | 18 | Q And does that mean that you're in charge of at least -- | | 19 | co-charge of the firm with someone else? | | 20 | A Yes. So I'm not an owner because a CPA can't be an | | 21 | owner, but I am treated as an equal 50 percent partner. And | | 22 | 100 percent of my time not spent running the firm -- and I'm | | 23 | the "managing partner" -- is spent in this insolvency and | | 24 | related issues. | | 25 | Q So you have experience in insolvency cases? |

Jalbert - Direct 28 A I do. Q For how many years? A Started somewhere in 1988 or 1989. Q Okay. And before you joined Verdolino & Lowey, did -- what was your schooling, starting with college? A I graduated in 1983 with a bachelor of science and degree in accountancy from Boston College. And since then, I've done 35 -- 38 or 39 years of continuing professional education in the accounting and related areas. Q Okay. And as you -- I think as you said Verdolino & Lowey is not an auditor, correct? A Correct. Q Describe what you have done in bankruptcy cases and in about how many bankruptcy cases over the years? A I last did my count five or ten years ago, and at that time, I had been in 7,000 Chapter 7's and 500 Chapter 11's. I've been appointed as a Chapter 11 trustee three times. I've been a federal -- state -- federal receiver, a state court receiver, an assignee for the assignment of benefitted creditors in four states. I've done -- I've been a post-confirmation fiduciary -- pick a title -- liquidating supervisor, liquidating manager, whatever, numerous times. I work with trustees, debtors in possessions, creditors committees, equity committees, secured creditors, unsecured creditors, Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 32 of

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| | 567 | |----|----------------------------------------------------------------| | | Jalbert - Direct 29 | | 1 | pretty much any constituency to a bankruptcy case over the | | 2 | years we've represented in all of these cases. | | 3 | I think that's all I have off the top of my head. | | 4 | Q And do yo provide assistance to debtors in connection | | 5 | with plan formulation and negotiation? | | 6 | A Yes. | | 7 | Q Do you provide assistance with financial reporting? | | 8 | A Yes. | | 9 | Q Here, you know that the debtor obviously is an | | 10 | individual? | | 11 | A Yes. | | 12 | Q In fact, Mr. Kwok is in the courtroom, and you've met | | 13 | him on several occasions now? | | 14 | A Yes. | | 15 | Q He has lawyers obviously that help him, correct? | | 16 | A Yes. | | 17 | Q Other than Brown Rudnick, are they bankruptcy lawyers? | | 18 | A Not to my knowledge. | | 19 | Q Okay. Does he have a financial staff individually that | | 20 | is well versed in bankruptcy reporting? | | 21 | A No. | | 22 | Q How do you know that? | | 23 | A I've been told. And over the last -- what date are we | | 24 | -- 45 or so days, there's been lots of interaction and all | | 25 | of the information necessary for us to do our work has come | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 34 of 567 | |----|------------------------------------------------------------------------------------------------| | | Jalbert - Direct 30 | | 1 | through the legal team. | | 2 | Q Okay. But you and your staff have more than a little | | 3 | experience with financial reporting in bankruptcy cases, | | 4 | correct? | | 5 | A Yes. | | 6 | Q What type of reporting is required in this case? | | 7 | A Well, there's two pieces of reporting that come to mind | | 8 | initially. Aide from the schedules and the SOFAs, putting | | 9 | those aside, that's the start of the case, on an ongoing | | 10 | basis, there's the monthly operative reports that are filed | | 11 | nowadays on the docket with additional information supplied | | 12 | to the United States Trustee. | | 13 | It's the United States Trustee's form and rules. | | 14 | And there's also a Form 426 which is related to Rule 2015.3 | | 15 | for reporting related to entities -- I think the term is -- | | 16 | that are substantially controlled by the debtor. | | 17 | Q Okay. And were you involved in the preparation of the | | 18 | first MORs filed in this case? | | 19 | A Yes. | | 20 | Q What did you do? Or when I say you, you and your | | 21 | staff, please. | | 22 | A We, at Verdolino & Lowey, were -- initiated the | | 23 | preparation. We used the form that is supplied by the | | 24 | United States Trustee. It's a PDF that you fill out. It | | 25 | has lots of instructions. And we worked with the debtor's |

| | Case 22-50073 Doc 328-1 Filed |----|---------------------------------------------------------- | | Jalbert - Direct 31 | 1 | attorneys in order to obtain the information necessary to | 2 | prepare the form. And that has been done for February and | 3 | March. | 4 | We needed assistance in getting input from Golden | 5 | Spring and that was arranged for through counsel. And we | 6 | did have initial few emails with Golden Spring to obtain | 7 | information and most everything has come through counsel. | 8 | Q Okay. With respect to the schedules | 9 | were you involved in that process? | 10 | A Yes. | 11 | Q What did you and your staff do in that regard? | 12 | A So in order to file the SOFAs and the schedules, | 13 | there's an awful lot of historical information necessary, so | 14 | we participated on numerous telephone calls and emails with | 15 | the legal team in order to obtain the information. | 16 | We populated initially the draft forms of both the | 17 | -- all of the schedules -- and as we all know, there's a | 18 | number of them -- and the statement of financial affairs. | 19 | We were -- initially crafted the first draft of | 20 | what I'll call the specific notes, there were global notes, | 21 | that were filed as part and parcel to the SOFAs and the | 22 | schedules. And the general notes were I believe created and | 23 | drafted by the attorneys. | 24 | I did the first pass at trying to file the | 25 | specific notes that responded to the various particular | | 05/04/22 Entered 05/04/22 20:28:55 Page 35 of 567 | --------------------------------------| | | | | | | | | and statements, | | | | | | | | | | | | | | | | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 36 of 567 | |----|------------------------------------------------------------------------------------------------| | | Jalbert - Direct 32 | | 1 | questions in the SOFAs and the schedules after receiving and | | 2 | obtaining and organizing the information received from the | | 3 | legal team. | | 4 | Q Were you involved in the establishment by this debtor | | 5 | in possession of the so-called DIP deposit account? | | 6 | A Yes. | | 7 | Q What did you do? | | 8 | A There were only a number of institutions that the | | 9 | United States Trustee's Office has -- permits to be -- to | | 10 | hold funds in a bankruptcy case so we identified that group | | 11 | of banks and we tried to see who would participate. We have | | 12 | a relationship with three of the banks that frequently do | | 13 | work in bankruptcy. | | 14 | Initially, and no longer, I was going to be the | | 15 | actual signatory, so we went and presented it that way. | | 16 | When that became clear that that was not going to happen, we | | 17 | made arrangements to be able to get debtor in possession to | | 18 | be the sole signatory on the account and to have a bank | | 19 | account that would meet the requirements of the United | | 20 | States Trustee's Office. | | 21 | It's a bank that's done it in other cases in this | | 22 | jurisdiction and others. It happens to be a bank that we've | | 23 | worked for -- with -- in a number of matters over the last | | 24 | couple of years. | | 25 | Q What bank is that? |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 37 of 567 | | | | | |----|------------------------------------------------------------------------------------------------|--|--|--|--| | | Jalbert - Direct 33 | | | | | | 1 | A Well, we went with both People's and M&T. And in the | | | | | | 2 | middle of our discussions, they merged. So we talked from | | | | | | 3 | both sides, but eventually it will be in the -- it will be | | | | | | 4 | an account in M&T. | | | | | | 5 | Q Okay. All right. Did you use your personal experience | | | | | | 6 | and relationships to help establish that account? | | | | | | 7 | A Yes. | | | | | | 8 | Q And, again, you are, yourself, your firm and you, will | | | | | | 9 | not be a fiduciary, but you're just providing advisory | | | | | | 10 | assistance in that regard, correct? | | | | | | 11 | A Correct. | | | | | | 12 | Q And you're not going to act as a fiduciary in this | | | | | | 13 | case, correct? | | | | | | 14 | A Correct. | | | | | | 15 | Q So all work is advisory? | | | | | | 16 | A Well -- | | | | | | 17 | Q Accounting or -- | | | | | | 18 | A Yes. I don't know what the term would be, but there | | | | | | 19 | will be accounting and reporting. The information coming | | | | | | 20 | out of the bank account will have to be reported in the MLR. | | | | | | 21 | the debtor doesn't have an accounting staff. I assume that | | | | | | 22 | we will have some role in making sure that checks are | | | | | | 23 | written, checks are signed by the debtor. | | | | | | 24 | And then the reporting, the committee and others | | | | | | 25 | might have. And the U.S. Trustee might want weekly or | | | | |

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| | 567 | | | |----|----------------------------------------------------------------|--|--| | | Jalbert - Direct 34 | | | | 1 | monthly reporting or bi-weekly reporting. I don't know what | | | | 2 | they'll want. Different cases, people do different things. | | | | 3 | And of course there will be the monthly reporting through | | | | 4 | the MLR, so I'm assuming we will assist and facilitate that. | | | | 5 | Q And have you had direct -- you and your staff had | | | | 6 | direct communications with the Office of the United States | | | | 7 | Trustee regarding reporting in this case? | | | | 8 | A Yes. | | | | 9 | Q And how has that gone? | | | | 10 | A Well, it started out with -- everyone probably knows in | | | | 11 | June of 2021 the United States Trustee started a requirement | | | | 12 | with the monthly -- the MLRs are much different beasts than | | | | 13 | they used to be. They used to be in a -- all in Excel and | | | | 14 | you would prepare it and it was fairly simple. | | | | 15 | It's now done on a -- on a PDF that is -- you can | | | | 16 | keypunch directly into the PDF. And once the form is filled | | | | 17 | and populated with all the information that is required and | | | | 18 | appropriate for that particular case, you actually hit a | | | | 19 | button and it uploads the data to the cloud in the United | | | | 20 | States Trustee's Office. | | | | 21 | And it sends back a form that is no longer | | | | 22 | watermarked as draft or whatever the watermark was. That's | | | | 23 | then signed by the debtor and filed on the docket. And any | | | | 24 | supplemental information goes to the U.S. Trustee separately | | | | 25 | by email either by my firm or the -- or attorneys. | | | | | | | |

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| | 567 | | | | | | | |----|----------------------------------------------------------------|--|--|--|--|--|--| | | Jalbert - Direct 35 | | | | | | | | 1 | Well, when -- since January -- and I have a number | | | | | | | | 2 | of cases undergoing Chapter 11s where this reporting is | | | | | | | | 3 | required -- without any word that came down, the form | | | | | | | | 4 | changed dramatically. It used to be a straight four or five | | | | | | | | 5 | pages. All of a sudden it had a whole bunch of other pages | | | | | | | | 6 | and some markings, you know, like when you go to a | | | | | | | | 7 | restaurant and you do the menu button to see what the menu | | | | | | | | 8 | is, this form had those -- those kind of symbols and | | | | | | | | 9 | markings. | | | | | | | | 10 | I didn't know what it was. No one could figure it | | | | | | | | 11 | out. And I talked to someone in the accounting side of the | | | | | | | | 12 | U.S. Trustee's Office who happened to be in New York | | | | | | | | 13 | handling this case and he explained to me that that's the | | | | | | | | 14 | way the form is supposed to be which allowed us to then | | | | | | | | 15 | quickly wrap up the form. And during that, that's when he | | | | | | | | 16 | made a request for additional information on the monthly | | | | | | | | 17 | operating report which we've been providing since then. | | | | | | | | 18 | Q Did you feel that your 35 years of experience with you | | | | | | | | 19 | and your staff helped to get that done efficiently? | | | | | | | | 20 | A Of course. | | | | | | | | 21 | Q Do you think this debtor alone without your office's | | | | | | | | 22 | assistance would have been able to get that done? | | | | | | | | 23 | A No. | | | | | | | | 24 | Q How about the instructions and definitions in the | | | | | | | | 25 | schedules and statements, how did your experience affect how | | | | | | |

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Jalbert - Direct 36 that work was done? A Well, obviously it was very helpful. This is a unique case in a number of areas. One of the uniquenesses -- and at least Your Honor probably knows -- is not a large amount of individual Chapter 11 cases by comparison to corporate or Chapter 7 cases it's a relatively minor amount. We have done a number of them in the past. We had -- we've had different types of cases. This one is very unique. And so as we were going through this, well, we had a lot of historical knowledge and history and basis to understand what the SOFAs and the schedules are looking for, we had to make sure we educated everybody to what the rules were, what the definitions were. Frankly, some times what is on the SOFA or a schedule, the actual question, doesn't entirely and completely relate to what the instructions say. The definitions can differ a bit. So we assisted everybody in those -- in those areas. And the attorneys, as well as us, haven't had lots of individual Chapter 11s, so we all made sure that we reviewed those instructions to make sure that we filed and did everything we possibly could, and to be abundantly clear that the attorneys drafted general and specific global notes to accompany the schedules and the SOFAs where there was any issues that needed additional addressing and describing.

| Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 41 of 567 | | | | |------------------------------------------------------------------------------------------------|-----------------------------------------------------------|--|--| | | Jalbert - Direct 37 | | | | Q | Was your experience helpful in that regard? | | | | A | Yes. | | | | Q | Do you think this debtor could have done that without | | | | | your assistance? | | | | A | No. | | | | Q | You mentioned earlier that your firm does not provide | | | | | auditing services, correct? | | | | A | Yes. | | | | Q | And while your firm does serve, and while you have | | | | served as a fiduciary, you're not serving as a fiduciary | | | | | here, correct? | | | | | A | Correct. | | | | Q | Do you remember being deposed by PAX -- | | | | A | Yes. | | | | Q | -- a few weeks ago, I guess? | | | | A | Yes. | | | | Q | Okay. Did you try to make clear during your testimony | | | | | that you were not doing auditing or forensic work or | | | | verification work here? | | | | | A | I think -- I think -- I thought I did. I think the key | | | | | word that they used was investigate. | | | | Q | Okay. | | | | A | I didn't investigate anything, and the answer to that | | | | | question is no. | | | | Q | Okay. So are you being asked to be an examiner in this | | | | | | | |

Jalbert - Direct 38 case? A No. Q Are you being asked to be a trustee? A No. Q Are you being asked to do an investigation? A No. Q But you are being asked to work with the debtor and the debtor's team to provide financial information in a manner required by the bankruptcy code and the rules and the Office of the United States Trustee? A Among other services, yes. Q Okay. But you feel capable to do that? A Yes. Q And you feel -- and, again, can the debtor do that without your help? A No. Q Okay. MR. BALDIGA: No other questions, Your Honor. Thank you. THE COURT: Thank you. Cross-examination, Counsel? (Pause.) MS. ARONSSON: Good morning. THE WITNESS: Good morning. MS. ARONSSON: Laura Aronsson from O'Melveny & Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 42 of

Jalbert - Cross 39 Myers. THE COURT: Good morning. You may proceed. CROSS-EXAMINATION BY MS. ARONSSON: Q Good morning, Mr. Jalbert. I'd like to discuss the work that V&L has done in this matter to date. V&L was contacted sometime in February, is that right? A Late February, early March. Q After retention, you turned to the SOFAs and the schedules, working on them simultaneously? A Well, I'm not retained yet, so. Q After you were contacted? Thank you. A After we were contacted, yes. I think -- aside from drafting an engagement letter and providing background information on the firm, I think our first tasks were to begin working on the SOFAs and the schedules. Q Did you finish that work? A So far, yes. Q Then V&L started preparing the first monthly operating report? A Yes. Q This was the report for the second half of February? A Well, it was a report for the month of February. But it just so happens the debtor filed on February 15th, so. Q Since then, the debtor has filed one additional Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 43 of

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| | 567 | | | | | | | | |----|--------------------------------------------------------------|---------------------------------------------------------|----|--|--|--|--|--| | | | Jalbert - Cross | 40 | | | | | | | 1 | operating report? | | | | | | | | | 2 | A | The month of March, yes. | | | | | | | | 3 | Q | This was filed on April 20th? | | | | | | | | 4 | A | If you say so. I know it's around that date. | | | | | | | | 5 | Q | Turning to the work you've performed so far in | | | | | | | | 6 | connection with these categories, I'm going to start with | | | | | | | | | 7 | the SOFAs and schedules, you prepared these filings based on | | | | | | | | | 8 | the information you received from others? | | | | | | | | | 9 | A | Yes. | | | | | | | | 10 | Q | These people included Brown Rudnick, right? | | | | | | | | 11 | A | Yes. | | | | | | | | 12 | Q | Aaron Mitchell? | | | | | | | | 13 | A | Yes. | | | | | | | | 14 | Q | Is that Kwok's personal attorney? | | | | | | | | 15 | A | He's debtor's counsel. I don't know what you mean by | | | | | | | | 16 | personal attorney. | | | | | | | | | 17 | Q | And Melissa Francis? | | | | | | | | 18 | A | Yes. I did receive information from her. | | | | | | | | 19 | Q | Is that Kwok's personal attorney? | | | | | | | | 20 | A | My understanding is she's -- well, she's part of the | | | | | | | | 21 | | bankruptcy team. I don't know whether she's just his | | | | | | | | 22 | personal attention attorney. | | | | | | | | | 23 | Q | Anyone else? | | | | | | | | 24 | A | Yes. We received a spreadsheet which was I think | | | | | | | | 25 | amended or changed a couple of times from someone from | | | | | | | | | | | | | | | | | |

Jalbert - Cross 41 Golden Spring. Q Was this in connection with the SOFAs and the schedules or the monthly operating report work? A With the operating report. Q Okay. We can turn to that. Did you communicate with anyone else regarding the SOFAs and the schedules besides Brown Rudnick, Aaron Mitchell and Melissa Francis? A No. Q I think I heard you testify on direct Verdolino & Lowey got all of the relevant information from the people we just talked about. I note -- you didn't do any other independent work or to verify the facts? A Correct. Q You didn't do any investigating -- investigation into the ownership interests, if any, of Mr. Kwok in the assets listed in the SOFAs and the schedules? A Correct. Q For example, no investigation of Kwok's interest in the Lady May? A Correct. Q You did no work to value the items listed in the SOFAs and the schedules, right? A If you're asking if we did valuation work, no. But there was questions. That the answers to those questions was checks issued by the State of New York and I think the Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 45 of

Jalbert - Cross 42 federal government that on the face of those checks had a number. I don't know if you call that valuing, but we read the check and we determined what that number was and put it in the schedules. Q Verdolino & Lowey has no experience valuing luxury items like the Lady May? A Correct. Q You did no investigation into the debtor's income information? A Correct. Q You have not spoken to the debtor about any of the filings Verdolino & Lowey has prepared in this matter? A Correct. Q Verdolino & Lowey used best case to help prepare the SOFAs and the schedules, right? A Yes. Q That's industry software? A Well, it is. I don't know what else to do besides bankruptcy, but best case is a -- and I don't know what the real name of the company is, but they manufacture, prepare a software, that provides pretty much every bankruptcy form that I'm aware of that has to be filed in a bankruptcy. Q V&L simply plugged that information that you received into the software to create the filings? A Well, first we got the information, understood the Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 46 of

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 47 of 567 | | | | |----|------------------------------------------------------------------------------------------------|---------------------------------------------------------|--|--| | | | Jalbert - Cross 43 | | | | 1 | | information, and then, yes, we did keypunch it. | | | | 2 | Q | You did not review any of the debtor's books and | | | | 3 | | records in connection with the engagement? | | | | 4 | A | Correct. | | | | 5 | Q | You do not know where those books and records are kept? | | | | 6 | A | Correct. | | | | 7 | Q | You did not ask to review them? | | | | 8 | A | Correct. | | | | 9 | Q | Turning to the work in connection with the monthly | | | | 10 | operating report, again, like with the SOFAs and the | | | | | 11 | schedules, Verdolino relied on information it received from | | | | | 12 | | the third parties to assist in the preparation? | | | | 13 | A | Correct. | | | | 14 | Q | You mentioned a summary of expenses earlier, is this a | | | | 15 | | summary of expenses you received from someone at Golden | | | | 16 | | Spring breaking down the debtor's monthly expenses? | | | | 17 | A | Well, they're breaking down the expenses paid on behalf | | | | 18 | | of the debtor, paid by a third party on behalf of the | | | | 19 | | debtor, yes. | | | | 20 | Q | This was about seven categories? | | | | 21 | A | About that. | | | | 22 | Q | To your knowledge, Golden Spring is the debtor's family | | | | 23 | | office in New York City? | | | | 24 | | MR. BALDIGA: Objection. | | | | 25 | | THE COURT: What's your basis -- | | |

Jalbert - Cross 44 THE WITNESS: That's not my understanding. THE COURT: Hold on a second, sir. What's your objection? MR. BALDIGA: Well, the witness answered the question, so I'll withdraw the objection, Your Honor. THE COURT: Okay. Thank you. THE WITNESS: I'm sorry. Ask the question again. BY MS. ARONSSON: Q To your knowledge, Golden Spring is the debtor's family office in New York City? A No. That's not my understanding. MS. ARONSSON: Okay. Madam Clerk, can we please pull up PAX Exhibit 14. (Pause.) BY MS. ARONSSON: Q So just to confirm -- THE CLERK: On the screen -- MS. ARONSSON: Sorry. THE CLERK: On the screen is Exhibit 14, page 1. MS. ARONSSON: Thank you. THE CLERK: PAX Exhibit 14, page 1. BY MS. ARONSSON: Q So just to confirm -- A No. That's not what mine says. Mine says I'm on page 171. Does it -- does it have a whole bunch of -- Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 48 of

Jalbert - Cross 45 THE CLERK: Yes. THE WITNESS: -- exhibits all in one PDF? Okay. THE CLERK: That's page 1 in Exhibit 14. THE WITNESS: And if you say it's page 1, it's page 1. BY MS. ARONSSON: Q So just to confirm, what is your understanding of Golden Spring? A My understanding is it's the debtor's son's company/family office. MS. ARONSSON: All right. You can take those down. Thank you. THE COURT: So you're not moving for the admission of Exhibit 14, Counsel? MS. ARONSSON: No, I'm not. Thank you. THE COURT: Okay. Thank you. BY MS. ARONSSON: Q You communicated with one person at Golden Spring regarding the information contained in the monthly operating report, right? A Yes. Q That provided -- that person provided you certain information relevant to the monthly operating report? A Yes. Q Who was that person? Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 49 of

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 50 of 567 | |----|------------------------------------------------------------------------------------------------| | | Jalbert - Cross 46 | | 1 | A I only know his first name. | | 2 | THE WITNESS: Am I permitted to say it? | | 3 | MR. BALDIGA: Objection, Your Honor. Well, I'll | | 4 | let Golden Spring argue. | | 5 | MR. MILTENBERGER: Your Honor, this came up at Mr. | | 6 | Jalbert's deposition. My client's concerned about the | | 7 | harassment, intimidation of its employees. And unless | | 8 | there's a specific reason why an employee's name needs to be | | 9 | said on the record, we would like the identification of the | | 10 | employees to remain confidential and be kept off of the | | 11 | record. | | 12 | THE COURT: Well, you'd have to file a motion for | | 13 | that, Counsel, I think. You know, that's a -- if you want | | 14 | something under seal or confidential, you have to seek that | | 15 | through an appropriate motion. | | 16 | But I think what counsel was asking was -- and | | 17 | maybe I'm wrong, we can play back the recording -- was you | | 18 | were asking about a specific person that was providing | | 19 | information from Golden Spring. I thought that was the | | 20 | question. | | 21 | MS. ARONSSON: That's right. | | 22 | THE COURT: Okay. You know, don't answer it yet | | 23 | though, sir, okay, because we have to figure out what the -- | | 24 | what the issue is here. | | 25 | So what is the need to know the specific person's | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 51 of 567 | |----|------------------------------------------------------------------------------------------------| | | Jalbert - Cross 47 | | 1 | name from Golden Spring? | | 2 | MS. ARONSSON: Sure. In connection with this | | 3 | particular motion, the retention of V&L, Pacific Alliance, | | 4 | we sought discovery to understand the purpose of Verdolino & | | 5 | Lowey's retention and why it's in the best interest of the | | 6 | estate. | | 7 | We believe we're entitled to explore that, the way | | 8 | in which Verdolino & Lowey prepared the SOFAs, the | | 9 | schedules, the monthly operating reports, including who | | 10 | provided Verdolino with the underlying facts, and what those | | 11 | facts are, is important to uncovering whether this retention | | 12 | is in the best interest of the estate. | | 13 | THE COURT: All right. Well, let me ask you a | | 14 | question if we're -- and I'm not -- I'm not ruling on | | 15 | anything at the moment -- but does -- do you have an | | 16 | opposition to us putting the witness answering the question | | 17 | -- but has the witness already answered this question at the | | 18 | deposition? | | 19 | MS. ARONSSON: He did not. | | 20 | THE COURT: Okay. Was the question asked at the | | 21 | deposition? | | 22 | MS. ARONSSON: Yes. And we also sought discovery | | 23 | and we received a redacted email, so that was the root of | | 24 | the question. | | 25 | THE COURT: I see. So you received an email from | | | |

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| | 567 | |----|---------------------------------------------------------------| | | Jalbert - Cross 48 | | 1 | someone at Golden Spring, but it had redacted people's | | 2 | names? | | 3 | MS. ARONSSON: Correct. | | 4 | THE COURT: Okay. And what's your concern, | | 5 | Attorney Miltenberger? | | 6 | MR. MILTENBERGER: My client's concerned about the | | 7 | privacy of their employees, Your Honor. And in the proffer | | 8 | by PAX's attorney, I didn't see anything that made it clear | | 9 | that the identity of the person that provided the | | 10 | information to Verdolino & Lowey is important. | | 11 | We don't have any issue with the disclosure of the | | 12 | information that was provided and when that happened. The | | 13 | only concern that we have is the privacy of our employees | | 14 | and we would ask that the employee name be kept | | 15 | confidential. | | 16 | THE COURT: Well, wouldn't somebody from Golden | | 17 | Spring have to testify at some point? | | 18 | I mean, what are you going to -- are you going to | | 19 | designate a Rule 30(b) representative or what -- you're not | | 20 | going -- I mean, someone's going to have to, it can't just | | 21 | be the corporate entity. There has to be an individual at | | 22 | some point. | | 23 | MR. MILTENBERGER: That's correct, Your Honor. | | 24 | Golden Spring has been examined. We did have the president | | 25 | of Golden Spring testify and answer all questions. | | | |

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Jalbert - Cross 49 THE COURT: So the person that provided the information to Mr. Jalbert is not the president of Golden Spring, is that the -- is that the issue? 4 MR. MILTENBERGER: That's the issue, Your Honor. It was a rank and file employee of Golden Spring who was just passing information over to Verdolino & Lowey. And, again, we don't have any objection to inquiry about what that information was or why Verdolino & Lowey wanted it, just as to the identity of the employee to protect that individual's privacy. THE COURT: Well, you'd have to have sought a protective order I think. But the other way we could handle it is -- I mean, you didn't do that. What did you do at the deposition when this question was asked? 16 MR. MILTENBERGER: I objected to it, Your Honor. THE COURT: Okay. And did you say that you were going to seek some form of a protective order? 19 MR. MILTENBERGER: No, Your Honor. I objected and the questioner moved on. THE COURT: Okay. MS. ARONSSON: Your Honor, if I may? THE COURT: Yes. Go ahead. MS. ARONSSON: Two more quick points. Even if the name were not relevant -- we dispute that it's not relevant

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 54 of 567 | |----|------------------------------------------------------------------------------------------------| | | Jalbert - Cross 50 | | 1 | -- I'm not just aware of any applicable rule that allows the | | 2 | debtor of Golden Spring to redact for relevancy. That's | | 3 | just not something that I've ever seen happen. | | 4 | I'm also not aware of any rule that allows the | | 5 | debtor to redact otherwise discoverable information, the | | 6 | name and the email address of a person based on the STAG | | 7 | security threat. | | 8 | And I would also point out that, you know, we've | | 9 | seen Golden Spring employees be identified on LinkedIn, | | 10 | which is publicly available. | | 11 | MR. MILTENBERGER: Your Honor, the argument is is | | 12 | that the probative value of this individual's name is | | 13 | outweighed by the prejudicial effect of disclosing it. | | 14 | THE COURT: Well, I don't know if that's true. I | | 15 | understand your argument, but I don't know if that's true. | | 16 | Maybe what we need to do is, you know, set this | | 17 | issue aside for some further discussion and/or -- I mean, | | 18 | what we could do in the short term -- but I don't know if | | 19 | it's acceptable to PAX, it may not be -- is the question | | 20 | could be asked and answered, whatever the answer might be, | | 21 | and we could put that part of the record under seal pending | | 22 | a ruling on the issue, but that's I think the best that we | | 23 | can do right now. | | 24 | I don't have anything in front of me to make an | | 25 | educated evidentiary ruling on this issue, right? |

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Jalbert - Cross 51 But if we're going to do that, we have to give the courtroom deputy a moment because we'd have to -- our software, that is, the recording that is the record of the case, does allow us to put certain parts of the record underseal. And I'd have to orally rule that there -- because there is no motion pending, no written motion -- that because there's an objection to a question that is an evidentiary objection in nature, and because I don't have anything in front of me to allow me to make an educated ruling, that I would have to rule at this point that if we want to proceed this way, that the record for this question and answer would be under seal until further order of the Court. Mr. Baldiga? MR. BALDIGA: Yes, Your Honor. For the debtor, our objection is -- in addition to Mr. Miltenberger's -- just on relevance. You gave PAX an opportunity to say how the name is relevant and there was no reason given. The name is simply not relevant to anything here. THE COURT: Okay. Well, again, I'm not sure I agree with you, but I'm not prepared to rule on that at the moment. MR. BALDIGA: But there could be at least some

Jalbert - Cross 52 showing as to why that is relevant. THE COURT: Well, there is -- I mean, under the Federal Rules of Civil Procedure, discovery is broad, evidence is broad. She's asking a question about the preparation of the financial information that forms the basis of this Chapter 11 case where -- and Mr. Jalbert has testified quite, you know, admirably about what he's done, what he hasn't done, and what -- how the information has come to him from third parties and not from the debtor directly. So I do think it's relevant. If that's your -- on that objection, I think it's relevant. MR. BALDIGA: Okay. THE COURT: I think that's relevant. But whether or not it should be confidential or protected is a different issue at least from the Court's view. Again, this is an individual Chapter 11 case. The debtor has duties under the bankruptcy code. Apparently those -- I shouldn't say -- that's not fair -- let me make sure I say this properly -- from what I've heard today, and Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 56 of

that's all I've heard so, the debtor has not directly communicating with the party who is preparing and submitting the financial information that is the basis for this case. If that's the case, which it appears to be --

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 57 of 567 | | | |----|------------------------------------------------------------------------------------------------|--|--| | | Jalbert - Cross 53 | | | | 1 | which is fine, but, I mean, there's nothing -- but that | | | | 2 | doesn't -- that does not preclude then a party from asking | | | | 3 | who provided the information. I think it is relevant. | | | | 4 | And even -- but it may ultimately be not material. | | | | 5 | I could see that it's relevant, but you could argue at some | | | | 6 | point possibly that it's immaterial who it is because it was | | | | 7 | just somebody at Golden Spring. | | | | 8 | Now, that doesn't mean that the -- that PAX as the | | | | 9 | objection party -- objecting party shouldn't know who that | | | | 10 | is because maybe PAX wants to depose that person. | | | | 11 | Now, you could -- you could object to that and you | | | | 12 | could file a protective order and motion to quash and all | | | | 13 | kinds of things, but that doesn't mean it's not relevant | | | | 14 | under the facts of this case that have been established so | | | | 15 | far this morning. | | | | 16 | MR. BALDIGA: Okay. My second point, Your Honor, | | | | 17 | is that before we go through all these other machinations, | | | | 18 | it's possible that the witness simply doesn't know the name. | | | | 19 | And perhaps the Court could inquire as to whether we're all | | | | 20 | just sort of wasting time because the -- | | | | 21 | THE COURT: I mean, that's a possibility, but -- | | | | 22 | MR. BALDIGA: Thank you. | | | | 23 | THE COURT: -- you know, I think there is a | | | | 24 | pending question, right? | | | | 25 | There's a pending objection. | | | | | | | |

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Jalbert - Cross 54 So Golden Spring is trying to -- not trying, is asserting that the answer to that question is confidential and they don't want it disclosed -- MR. BALDIGA: I understand that fully. THE COURT: -- even though they haven't filed any documents or anything with this court with regard to this examination. So why don't I -- Well, how would you like to proceed, Counsel? MS. ARONSSON: Pacific Alliance is happy to proceed under seal as you suggested. I just wanted to also note that we have relevancy arguments, and that Mr. Friedman will address in connection with the DIP objection on this very point. THE COURT: Well, I just ruled that I think it is relevant. MS. ARONSSON: Thank you. Yeah. THE COURT: Okay? I think it is relevant. So, you know. And Mr. Baldiga may find that objectionable and may, you know, note the objection for the record for appeal purposes, whatever he needs, but I think it is relevant in this case. Under the specific facts and circumstances of this case, I think it's relevant to know who provided the information to the party -- that the financial advisor that is preparing and submitting all the financial information

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 59 of 567 | |----|------------------------------------------------------------------------------------------------| | | Jalbert - Cross 55 | | 1 | that is the basis for this case. | | 2 | So that is the Court's ruling. | | 3 | With regard to the -- placing it under seal, now, | | 4 | if you'd all just give me a minute. | | 5 | I don't want to burden the courtroom deputy, but, | | 6 | how much time do you need to get that set up to turn on the | | 7 | -- to make sure that this question that's been pending -- | | 8 | and I'm going to make -- I'm going to ask you to ask it | | 9 | again once we go under seal -- and Mr. Jalbert's answer be | | 10 | placed under seal? | | 11 | THE CLERK: As soon as you say this is under seal, | | 12 | it's just flipping the buttons. | | 13 | THE COURT: Okay. Great. | | 14 | THE CLERK: (Indiscernible.) | | 15 | THE COURT: Okay. Hold on a minute, Mr. | | 16 | Miltenberger. Just hold on. | | 17 | THE CLERK: So are you saying put it under -- | | 18 | THE COURT: No, not yet. I'll tell you. | | 19 | THE CLERK: Okay. | | 20 | THE COURT: I'll say when to start. I just want | | 21 | to hear from -- I still want to hear from counsel for PAX | | 22 | and then I'm going to let Mr. Miltenberger speak again too. | | 23 | THE CLERK: Okay. | | 24 | THE COURT: Is there anything further you wanted | | 25 | to add for the record before I let Mr. Miltenberger talk for |

Jalbert - Cross 56 a moment? MS. ARONSSON: No. Thank you. THE COURT: Okay. Thank you. Mr. Miltenberger? 5 MR. MILTENBERGER: Your Honor, just to inquire, the public access line would be active during the question and answer? THE COURT: I guess that's a good point, isn't it, Mr. Miltenberger? THE CLERK: We would put it in the waiting room, Your Honor. THE COURT: All right. So that's what we'd have to do first. We'd have to put -- we'd have to turn off the phone too, right? We've got a phone line going, don't we? THE CLERK: That's the public access line. THE COURT: Yeah. But then who else -- is there anybody else beside -- people in the courtroom are all here, so how are we -- how are we going to do that? (Pause.) THE COURT: We'd have to -- you know what? We'll have to think about this for a second because we'd have to have everybody be excused from the courtroom, which I don't know how much sense this makes right now. Because if it's under seal, but everybody hears it, then it's not under seal. Then it becomes public Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 60 of

Jalbert - Cross 57 record. MS. ARONSSON: Could I just have one moment, please, Your Honor? THE COURT: Certainly. (Pause.) THE COURT: Go ahead, Counsel. MS. ARONSSON: I think we're happy to proceed with this. THE COURT: Yeah. The only problem is there is a -- there is a problem, right? We'd have to put everybody that's in the public access line out of the -- out of this session right now. And there's all these people in the courtroom, right? So how do I deal with that? If it's under seal and everybody's just heard it, then it's not under seal, right? MS. ARONSSON: Another option, Your Honor, the witness could write the name on a piece of paper and mark it as Court's Exhibit 1. THE COURT: That would be placed under seal? MS. ARONSSON: Correct. THE COURT: Yes. Okay. I think that's a good solution. That's what we're going to do, Attorney Miltenberger, so then we don't have to -- But of course Mr. Jalbert probably doesn't have Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 61 of

Jalbert - Cross 58 any paper or a pen. THE WITNESS: Your Honor is correct. THE COURT: Yes. Thank you. All right. So, Mr. Jalbert, don't write anything down yet. I'm going to ask counsel to ask the question again. I'm going to note that there are two objections to the question, one of which was relevance that I've overruled. And one of which is from Golden Spring with regard to confidentiality, which I'm not prepared to rule on at the moment because I don't have anything in front of me to address that in an educated manner. So then I'm going to instruct you to answer the question by writing the answer on the paper and then we'll have to mark that as an exhibit under seal. Okay? So you're not going to say anything into the microphone. You're not going to say anything on the record. It's just going to be on that piece of paper. Okay? THE WITNESS: Understood, Your Honor. THE COURT: Okay. Thank you. All right. Counsel, if you would please ask your question again that was the subject of two objections. BY MS. ARONSSON: Q Who is the person from Golden Spring who provided you Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 62 of

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 63 of 567 | |----|------------------------------------------------------------------------------------------------| | | Jalbert - Cross 59 | | 1 | certain information relevant to the monthly operating | | 2 | reports? | | 3 | THE COURT: Okay. So that the record is clear, | | 4 | Mr. Baldiga, on behalf of the debtor, has objected to your | | 5 | question, Counsel, on the basis of relevance. | | 6 | I have stated that I believe it is -- your | | 7 | question is relevant given the prior testimony of Mr. | | 8 | Jalbert that the information that he and his office has | | 9 | compiled and filed in this court, the financial information | | 10 | in the statements and schedules of affairs, and the monthly | | 11 | operating reports, were provided to him by third parties, | | 12 | not directly from the debtor, and that one of those third | | 13 | parties was Golden Spring. | | 14 | So I've overruled the objection to relevance. | | 15 | There was a further objection by Mr. Miltenberger, | | 16 | on behalf of Golden Spring, arguing that the disclosure or | | 17 | answer to that question of an individual's name could -- is | | 18 | a -- Golden Spring would like to keep confidential. | | 19 | And I've said that I can't rule on that right now | | 20 | without appropriate paperwork in compliance with the Federal | | 21 | Rules of Civil Procedure. | | 22 | So what we all discussed, and what we're going to | | 23 | do is, Mr. Jalbert is going to write an answer to that | | 24 | question. He's going to hand you that document. And then | | 25 | you're going to hand it to the courtroom deputy and it's |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 64 of 567 | |----|------------------------------------------------------------------------------------------------| | | Jalbert - Cross 60 | | 1 | going to be marked as Court's Exhibit 1 under seal. And it | | 2 | will stay under seal until further order of the Court. | | 3 | Attorney Claiborn? | | 4 | MS. CLAIBORN: Yes, Your Honor. If I may just | | 5 | interject -- | | 6 | THE COURT: We can't hear you. Can you just pull | | 7 | that towards you? | | 8 | MS. CLAIBORN: Your Honor, the U.S. Trustee has a | | 9 | right to access to everything in the Court's file. | | 10 | THE COURT: Yes. You will have that. Yes. | | 11 | MS. CLAIBORN: I just wanted to make sure we would | | 12 | have access to the -- | | 13 | THE COURT: It's required that the U.S. Trustee | | 14 | has access to everything under seal. And I'm sure counsel | | 15 | knows that, so -- but good point to make for the record. | | 16 | And, yes, the United States Trustee's Office will have | | 17 | access to that document. | | 18 | MS. CLAIBORN: Thank you. | | 19 | THE COURT: Okay. Thank you. | | 20 | All right. So, Mr. Jalbert, could you -- | | 21 | THE WITNESS: Your Honor, if I could just make | | 22 | sure I follow your directions quickly? | | 23 | THE COURT: Sure. | | 24 | THE WITNESS: I'm going to write down, as you -- | | 25 | as you said. Am I to fold the piece of paper or just hand |

Jalbert - Cross 61 it over? THE COURT: You can just hand it to her. It's fine. THE WITNESS: Okay. THE COURT: Thank you. You can -- now, whenever you're done writing it down, just let her know, please. Let counsel know. And then I'm going to allow her to approach and take that from you. And then she's going to approach the courtroom deputy and hand it to the courtroom deputy who will then mark it as Court's Exhibit 1 under seal. Mr. Baldiga? MR. BALDIGA: All right, Your Honor. I'd just like to see it before it's handed up. THE COURT: Go right ahead. MR. BALDIGA: Thank you. THE COURT: The U.S. Trustee, you can show it to the U.S. Trustee after you show it to Mr. Miltenberger too. (Pause.) MR. BALDIGA: Thank you, Your Honor. THE COURT: All right. Thank you. Yes. Would you approach, please -- and thank you -- and hand that to the courtroom deputy and she will mark that. So we just need a minute to give the courtroom Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 65 of

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 66 of 567 | | |----|------------------------------------------------------------------------------------------------|--| | | Jalbert - Cross 62 | | | 1 | deputy time to make that exhibit. | | | 2 | And I am indicating on the record it's 11:03 a.m. | | | 3 | I'm marking Court's Exhibit 1 under seal until further order | | | 4 | of the Court and that is so ordered on the record. Okay? | | | 5 | So we just need a minute if you don't mind. | | | 6 | (Pause.) | | | 7 | (Mr. Jalbert's written answer to PAX attorney's | | | 8 | question marked Court's Exhibit No. 1 under seal.) | | | 9 | THE COURT: One other thing I will mention while | | | 10 | the courtroom deputy is marking the exhibit, as I mentioned | | | 11 | to all the parties -- and I don't think you were here, | | | 12 | Counsel, the last time, but maybe you were and I apologize | | | 13 | if you were -- we have another hearing at 12:00 p.m., so we | | | 14 | have to take a break at 12:00 p.m. And that hearing may | | | 15 | last a little while, but I don't know that for sure. So | | | 16 | that's all. I just wanted to let you know that. | | | 17 | Obviously, we have not a tremendous amount of time | | | 18 | between now and 12:00 p.m., but I wasn't sure if you were | | | 19 | here, and I just wanted to remind everyone that we do have | | | 20 | to take a break in the hearing today at that point in time. | | | 21 | MS. ARONSSON: Understood. | | | 22 | THE COURT: Okay. Are we ready to go? You're all | | | 23 | set? | | | 24 | THE CLERK: Yes. | | | 25 | THE COURT: Okay. Thank you. | |

Jalbert - Cross 63 So go ahead. Continue your cross-examination, Counsel. BY MS. ARONSSON: Q Without mentioning the name, you received at least one email from this person at Golden Spring? A The firm did. I was cc'd on one or two of them, but I was not the direct. Q You testified that Melissa Francis was part of the debtor's bankruptcy team, right? A Yes. Q Are you aware whether Ms. Francis works at Golden Spring? A That's my understanding. Q Turning back to your work in connection with the monthly operating report, do you recall Verdolino & Lowey removing certain line item expenses from the draft expense report that you received from Golden Spring? A Yes. Q Is this -- was this in connection with Sherry Netherland expenses? A Yes. Q Because the debtor did not live there? A Correct. Q Is it your understanding that the debtor still does not reside at the Sherry Netherland? Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 67 of

Jalbert - Cross 64 A Yes. MS. ARONSSON: Madam Clerk, will you please display PAX Exhibit 4. THE CLERK: On the screen is the Exhibit 4, page 1 of PAX Exhibit 4. On the screen is page 1 of PAX Exhibit 4. MS. ARONSSON: I'd like to turn to page 14 of PAX Exhibit 4. (Pause.) MS. ARONSSON: Thank you. BY MS. ARONSSON: Q Mr. Jalbert, do you recognize this document? A I do. Q This is the engagement letter filed in this case? A I think it was filed as an exhibit to our motion to be employed. MS. ARONSSON: I'm having a little trouble scrolling. THE COURT: Is the mouse -- yeah, try the mouse. (Pause.) BY MS. ARONSSON: Q Looking at these bullet points here, the first one we covered I think. We talked about the SOFAs and the schedules? A Yes. Q Looking at the second bullet point, if retained, Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 68 of

Jalbert - Cross 65 Verdolino would provided services related to cash flow and budget projections, right? A Yes. Q You discussed earlier you set up an account? A We set up the debtor's account. Q And you used your relationships to establish this account? A Yes. Q If the DIP loan is approved, Verdolino anticipates preparing a budget for committee counsel, financial advisors, and other ordinary course professionals to effectuate disbursements? A Conceptually. We'd have to be asked actually to do it, but it's something we could do. Q Are you aware that no ordinary course professionals have been approved? A Yes. Q Are you -- are you aware of any other financial advisors besides yourself involved in this case? A No. Q Do you understand the committee would need your help in preparing a budget for its counsel? A I don't know that they would need my help, but they certainly can ask. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 69 of

Q Turning to the third bullet point here related to

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| | | 567 | | |----|---|----------------------------------------------------------------|----| | | | Jalbert - Cross | 66 | | 1 | | monthly operating reports, we have covered that, right? | | | 2 | A | I see the third bullet is being a need to opening and | | | 3 | | maintaining a DIP. | | | 4 | Q | Sorry. The fourth bullet point. Thank you. | | | 5 | A | Yes. | | | 6 | Q | In addition, Verdolino would review the quarterly | | | 7 | | reports provided by the U.S. Trustee? | | | 8 | A | Well, the U.S. Trustee, when they do their quarterly | | | 9 | | report, it's really a bill based on the disbursements in the | | | 10 | | preceding calendar quarter. We would just verify its | | | 11 | | accuracy. And in the first quarter, they're never accurate. | | | 12 | | It's not their fault. They're making an estimate in | | | 13 | | advance. | | | 14 | Q | This is pretty straightforward, right? | | | 15 | A | Well, if you have experience, yes. | | | 16 | Q | The fifth bullet relating to estate, federal tax and | | | 17 | | state income tax, you haven't performed any connection -- | | | 18 | | any work in connection with this item? | | | 19 | A | In actual preparation, no. | | | 20 | Q | But you would suggest that the debtor and the estate | | | 21 | | file tax returns? | | | 22 | A | I absolutely would, but there's other services related | | | 23 | | to that too. | | | 24 | Q | The estate may come as currently zero? | | | 25 | A | Well, I don't know technically whether that's true or | | | | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 71 of 567 | |----|------------------------------------------------------------------------------------------------| | | Jalbert - Cross 67 | | 1 | not because I don't know what -- I don't know exactly, | | 2 | legally, where the boat is. And when the boat comes in, how | | 3 | it's going to come in and how that's going to impact the | | 4 | debtor, so I don't -- | | 5 | THE WITNESS: I'm talking -- referring to the Lady | | 6 | May, Your Honor, so I don't know what implications that's | | 7 | going to have. It might have to be reviewed by someone with | | 8 | a tax background. | | 9 | BY MS. ARONSSON: | | 10 | Q So this assume the Lady May as part of the estate? | | 11 | A No, I don't assume that. If someone determined that it | | 12 | was part of the estate, then it would be an issue. If it's | | 13 | going to be contributed to the estate at some point in time, | | 14 | it's an issue. I'm not making a declaration of whether it's | | 15 | property or not. I don't know that. | | 16 | Q Turning to the sixth bullet, assistance with the | | 17 | reviewing, reconciling, analyzing, and if necessary | | 18 | objecting to proofs of claims, Verdolino has not performed | | 19 | any investigation into the pending litigation claims in this | | 20 | matter, right? | | 21 | A Correct. | | 22 | Q Verdolino has no experience analyzing pending | | 23 | litigation claims? | | 24 | A Correct. | | 25 | Q Regarding the seventh bullet, we already talked about |

| Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 72 of 567 | | | |------------------------------------------------------------------------------------------------|--------------------------------------------------------------|--| | | Jalbert - Cross 68 | | | | Verdolino has not reviewed the debtor's books and records? | | | A | Correct. | | | Q | Are you aware that there are 21 professional service | | | | providers who have received a pre-petition payment in the 90 | | | | days before filing? | | | A | Yes. | | | Q | Verdolino has not performed any work in connection with | | | | those services? | | | A | Can you -- I'm confused by your question. | | | Q | Has Verdolino prepared -- withdrawn. | | | | Has Verdolino performed any work in connection | | | | with the 21 pre-petition service providers? | | | A | Besides ensuring that they were disclosed in the proper | | | | SOFA schedule, no. | | | Q | This is a pretty straightforward process you described? | | | A | Yes. | | | Q | Regarding the eighth bullet, the assistance with | | | | necessary litigation support, Verdolino has not performed | | | | any work in connection with this line item, but anticipates | | | | potential miscellaneous tasks as requested by counsel? | | | A | Miscellaneous what? | | | Q | Tasks? | | | A | Tasks. Yes. | | | Q | The final bullet, assistance with plan developments and | | | | preparation, including feasibility, you are aware that the | | | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 73 of 567 | | | | |----|------------------------------------------------------------------------------------------------|--------------------------------------------------------------|--|--| | | | Jalbert - Cross 69 | | | | 1 | | debtor already filed a plan? | | | | 2 | A | I am. | | | | 3 | Q | Verdolino did not do any work in connection with that | | | | 4 | filing? | | | | | 5 | A | In connection with the original plan, correct. | | | | 6 | Q | You are aware that the estate purports to have | | | | 7 | | approximately 3,800 in assets other than the litigation | | | | 8 | claims? | | | | | 9 | A | Correct. | | | | 10 | Q | Do you know what a best interest test is in connection | | | | 11 | | with the confirmation of a Chapter 11 plan? | | | | 12 | A | I think so. | | | | 13 | Q | Do you anticipate you would do a liquidation valuation | | | | 14 | | of the \$3,800 in assets for a best interest test analysis? | | | | 15 | A | Well, we don't know what the assets of the estate are | | | | 16 | | going to be at the time that someone's going to do the best | | | | 17 | | interest test. | | | | 18 | | And when it comes time to do the best interest test, we | | | | 19 | | will not be part of the team that does value those assets to | | | | 20 | | the extent that they're not already reduced to cash. | | | | 21 | | But we would, I'm sure, participate in preparing the | | | | 22 | | analysis that would be the best interest test using | | | | 23 | | information from an expert that is a valuation of whatever | | | | 24 | | the assets that need valuing. | | | | 25 | Q | The only other potential asset besides the \$3800 would | | |

| | Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 74 of 567 | | |----|---------------|-------------------------------------------------------------------------------|--| | | | Jalbert - Cross 70 | | | 1 | | be future litigation claims? | | | 2 | A | So far. | | | 3 | Q | Again, Verdolino has no experience valuing litigation | | | 4 | claims? | | | | 5 | A | Correct. | | | 6 | Q | So if the estate consisted only of litigation claims, | | | 7 | | Verdolino would have a very small role in any plan? | | | 8 | A | I don't know you could draw that conclusion. | | | 9 | Q | Verdolino billed on an hourly basis, is that right? | | | 10 | A | Yes. | | | 11 | Q | As a principal, your hourly rate is \$515? | | | 12 | A | Correct. | | | 13 | | MS. ARONSSON: No more questions. | | | 14 | | THE COURT: So, Counsel, you're not moving for the | | | 15 | | admission of PAX Exhibit 4? | | | 16 | | MS. ARONSSON: We'll move for the admission of | | | 17 | | Exhibit 4. It was filed on the docket as Exhibit 90, Docket | | | 18 | No. 90. | | | | 19 | | MR. BALDIGA: No objection. | | | 20 | | THE COURT: Well, it will be -- all the exhibits | | | 21 | | will ultimately be marked as what you've indicated their | | | 22 | | numbers are on your list of witnesses and exhibits. | | | 23 | | So PAX Exhibit 4, there's no objection to, | | | 24 | | according to the joint grid of the admission of that -- of | | | 25 | | exhibit in full. | |

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| | 71 | |----|--------------------------------------------------------------| | 1 | And so after today's hearing, what the courtroom | | 2 | deputy will do is we'll compile the list of admitted | | 3 | exhibits -- and this would be one of them -- and it will | | 4 | have a -- the Administrative Office of the United States | | 5 | Courts form of sticker on it that essentially says it's been | | 6 | admitted as an exhibit full. Okay? | | 7 | Mr. Baldiga, did you have an -- | | 8 | MR. BALDIGA: No objection. | | 9 | THE COURT: Okay. Good. Because it said you | | 10 | didn't have one -- | | 11 | MR. BALDIGA: That's right. | | 12 | THE COURT: -- so I just jumped to that | | 13 | conclusion. | | 14 | MR. BALDIGA: No. There was a motion, so I -- | | 15 | THE COURT: Okay. Thank you. All right. | | 16 | Nothing further? | | 17 | MS. ARONSSON: Nothing further. | | 18 | THE COURT: Okay. | | 19 | MS. ARONSSON: Thank you. | | 20 | THE COURT: Any redirect? | | 21 | MR. BALDIGA: Yes, Your Honor. | | 22 | Thank you. | | 23 | REDIRECT EXAMINATION | | 24 | BY MR. BALDIGA: | | 25 | Q Mr. Jalbert, do you speak Mandarin? | | | |

| Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 76 of 567 | | | |------------------------------------------------------------------------------------------------|---|--------------------------------------------------------------| | | | Jalbert - Redirect 72 | | 1 | A | No. | | 2 | Q | Do you understand that the debtor speaks some English? | | 3 | A | Some, yes. | | 4 | Q | But are you able to converse directly with the debtor | | 5 | | regarding financial matters? | | 6 | A | I've not tried, but I don't think so. | | 7 | Q | Okay. You know that the debtor pre the work that you | | 8 | | did did not have a checkbook, correct? | | 9 | A | Yes. | | 10 | Q | And that the debtor's needs on a daily basis, security, | | 11 | | food and so forth, were provided by the love and goodwill of | | 12 | | his son through Golden Spring, correct? | | 13 | A | Yes. | | 14 | Q | You've worked with debtors that have general ledgers? | | 15 | A | Yes. | | 16 | Q | Does this debtor have a general ledger? | | 17 | A | No. | | 18 | Q | Okay. Does this debtor have a check register? | | 19 | A | No. | | 20 | Q | But it will going forward? | | 21 | A | Yes. | | 22 | Q | Okay. Has this debtor been subject to audits? | | 23 | A | Not to my knowledge. | | 24 | Q | All right. Does this debtor keep inventories? | | 25 | A | Again, not to my knowledge. |

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| 567 | | | | | |-----|--------------------------------------------------------------|--|--|--| | | Jalbert - Redirect 73 | | | | | 1 | Q So does this debtor have the type of assets that you | | | | | 2 | would have discussed directly with the debtor, such as | | | | | 3 | equipment, inventories and accounts receivable? | | | | | 4 | A Not those type of business assets, no. | | | | | 5 | Q Right. So in the -- in the ordinary case, where you | | | | | 6 | represent or where you're assisting a corporate debtor, you | | | | | 7 | would sit down and talk to the controller or chief financial | | | | | 8 | officer or someone like that about the various assets that | | | | | 9 | the company has, correct? | | | | | 10 | MS. ARONSSON: Objection, Your Honor. He's | | | | | 11 | leading the witness. | | | | | 12 | MR. BALDIGA: I am, but it's -- | | | | | 13 | THE COURT: I'm going to allow -- | | | | | 14 | MR. BALDIGA: -- foundation I guess. | | | | | 15 | THE COURT: I'm going -- | | | | | 16 | MR. BALDIGA: And so based -- | | | | | 17 | THE COURT: I'm going to allow it. Go ahead. | | | | | 18 | THE WITNESS: Yes. | | | | | 19 | BY MR. BALDIGA: | | | | | 20 | Q Okay. And the debtor's assets here are comprised | | | | | 21 | primarily -- other than the clothes on his back -- of two | | | | | 22 | lawsuits, correct? | | | | | 23 | A Two lawsuits. And a third possible, I think. | | | | | 24 | Q Okay. A possible lawsuit? | | | | | 25 | A Yes. | | | | | | | | | |

| | Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 78 of 567 | |----|---------------|-------------------------------------------------------------------------------| | | | Jalbert - Redirect 74 | | 1 | Q | Okay. So you understand that the assets, the primary | | 2 | | assets, that you were disclosing on the schedules and SOFAs | | 3 | | were three litigation claims, two pending and one possible, | | 4 | | correct? | | 5 | A | Yes. | | 6 | Q | And you talked about those legal claims with lawyers, | | 7 | | correct? | | 8 | A | Yes. | | 9 | Q | Okay. And do you understand that the debtor's primary | | 10 | | debts here are litigation claims against him, correct? | | 11 | A | Yes. | | 12 | Q | PAX for example? | | 13 | A | Yes. | | 14 | Q | And others here in the courtroom and not in the | | 15 | | courtroom have 20 or 30 other litigation claims against the | | 16 | debtor? | | | 17 | A | Yes. | | 18 | Q | Okay. And about these legal litigation claims against | | 19 | | the debtor, you spoke to the debtor's lawyers or the people | | 20 | | who handled his legal claims against him, correct? | | 21 | A | Yes. | | 22 | Q | So did you speak to the people for the debtor who you | | 23 | | thought had the most relevant and concrete information | | 24 | | regarding the debtor's assets and liabilities? | | 25 | A | Yes. |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 79 of 567 | | | | |----|------------------------------------------------------------------------------------------------|-----------------------------------------------------------|--|--| | | | Jalbert - Redirect/Recross 75 | | | | 1 | Q | And did you get the information you thought you needed | | | | 2 | | to do a professional job in this case? | | | | 3 | A | Yes. | | | | 4 | Q | And obviously this case is a lot different from a | | | | 5 | | business with inventory and receivables and financial | | | | 6 | | statements and so forth, but did you go through the same | | | | 7 | | process, but here, talking to the people who had the most | | | | 8 | | relevant information? | | | | 9 | A | Well, I wasn't looking for financial statements and | | | | 10 | | general ledgers and the like. I was just looking for | | | | 11 | | information. | | | | 12 | Q | Because the debtor doesn't have any? | | | | 13 | A | I've never seen an individual debtor have those. | | | | 14 | | MR. BALDIGA: Okay. Nothing else, Your Honor. | | | | 15 | | Thank you. | | | | 16 | | THE COURT: Thank you. | | | | 17 | | Any recross? | | | | 18 | | (Pause.) | | | | 19 | | THE COURT: Go ahead, Counsel. I'm sorry. | | | | 20 | | MS. ARONSSON: Thank you, Your Honor. Just a few | | | | 21 | | quick questions. | | | | 22 | | RECROSS-EXAMINATION | | | | 23 | | BY MS. ARONSSON: | | | | 24 | Q | Could the debtor obtain an interpreter to communicate | | | | 25 | | with Verdolino & Lowey? | | | | | | | | |

Jalbert - Recross 76 A Yes. I'm sure it could. Q Are you aware that the debtor has an interpreter? A I am. Q I just want to ask about the basis for your understanding that Golden Spring provided money out of the love and support of a family member. What's the basis of your understanding of that knowledge? A From talking with the legal team. MS. ARONSSON: Thank you. Nothing further. THE COURT: Okay. Thank you. You can step down, Mr. Jalbert. Thank you. THE WITNESS: Thank you, Your Honor. THE COURT: Thank you very much. (Witness excused.) THE COURT: Mr. Baldiga, do you have another witness? MR. BALDIGA: I do not, Your Honor. Thank you. THE COURT: Okay. Thank you. Mr. Friedman? MR. FRIEDMAN: No, Your Honor. THE COURT: So both sides are resting other than your arguments? MR. BALDIGA: Yes, Your Honor. THE COURT: Okay. MR. FRIEDMAN: Your Honor, one moment. We're just Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 80 of

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 81 of 567 | | | |----|------------------------------------------------------------------------------------------------|--|--| | | 77 | | | | 1 | conferring to see if there's anything else we'd seek to move | | | | 2 | into evidence. | | | | 3 | THE COURT: Okay. Yes. That is -- as I think | | | | 4 | I've told everyone at the last hearing, I'm happy to have -- | | | | 5 | and I appreciate that the parties took the time and complied | | | | 6 | with the Court order to submit lists of witnesses and | | | | 7 | exhibits, which you're required to do -- but the Court is | | | | 8 | not going to look at any exhibits unless they're admitted as | | | | 9 | full exhibits. | | | | 10 | And even if they are admitted as full exhibits, | | | | 11 | I'm not bound to look at anything that you didn't point out | | | | 12 | to me that was important in your presentation with regard to | | | | 13 | these issues. Okay? | | | | 14 | Does any -- so I'm -- if anyone has anything they | | | | 15 | want to make sure is in the record, then now would be the | | | | 16 | time to take care of that issue. | | | | 17 | (Pause.) | | | | 18 | MS. ARONSSON: Thank you, Your Honor. Nothing | | | | 19 | further from us. | | | | 20 | THE COURT: Okay. Thank you. | | | | 21 | Nothing further from the debtor? | | | | 22 | MR. BALDIGA: Correct, Your Honor. | | | | 23 | THE COURT: Okay. All right. So then the | | | | 24 | application to retain Verdolino & Lowey is ripe for | | | | 25 | adjudication. I'm not going to adjudicate it right now. I | | |

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| | 78 | |----|--------------------------------------------------------------| | 1 | obviously have to look at what you all just talked about on | | 2 | the record, but I'm sure that it's something that I will be | | 3 | able to do in short order. Okay? | | 4 | MR. BALDIGA: Thank you, Your Honor. | | 5 | THE COURT: All right. Thank you. | | 6 | Now, with regard to the DIP financing motion. | | 7 | Again, that is a matter that I don't know how long you | | 8 | anticipate the questioning and the evidence to be on the DIP | | 9 | financing motion, so I have a couple of questions. | | 10 | One of the other matters on today's calendar is | | 11 | the application to employ the creditors committee counsel. | | 12 | I didn't see any objections to that application. | | 13 | Is that correct? | | 14 | MS. CLAIBORN: Your Honor, the U.S. Trustee filed | | 15 | a statement of no objection, but that just asked for two | | 16 | small edits to the order that -- | | 17 | THE COURT: Okay. | | 18 | MS. CLAIBORN: -- were to include language that | | 19 | was in the supplement filed by Attorney Goldman in support | | 20 | of the application. | | 21 | THE COURT: So is there a revised order on the | | 22 | docket? | | 23 | MS. CLAIBORN: I haven't seen one, Your Honor. | | 24 | THE COURT: Okay. So I'm asking any party, does | | 25 | any party have an objection to the application to employ | | | |

Pullman & Comley as counsel to the Official Committee of Unsecured Creditors, ECF 157? MR. BALDIGA: Not by the debtor. We support the application. THE COURT: Okay. Thank you. None by Pax? MR. FRIEDMAN: No, Your Honor. THE COURT: Okay. Anyone else wish to be heard on the application to employ Pullman & Comley? Attorney Goldman, you're going to be submitting a new order, is that what Attorney Claiborn is saying? MR. GOLDMAN: Yes, Your Honor. As long as it's in my supplemental declaration, then no problem in revising the order to comport with what's in the supplement. THE COURT: Okay. How much time would you like to submit that order? You can have as much time -- I mean, I'm going to grant the application subject to the submission of a revised order. MR. GOLDMAN: Your Honor, I could submit it by tomorrow. THE COURT: Sure. I'll give you until Friday, how's that? MR. GOLDMAN: Thank you. THE COURT: The 29th. All right. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 83 of

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| | 80 | |----|---------------------------------------------------------------| | 1 | Then, the other thing that I didn't mention to Mr. | | 2 | Kindseth -- and I'm going to mention to Mr. Goldman and | | 3 | Attorney Claiborn -- with regard to the monies that we | | 4 | talked about this morning, the \$37 million that's at the | | 5 | Zeisler & Zeisler client funds account and the monies that | | 6 | will be held by Attorney Goldman if the DIP loan is | | 7 | approved, bank statements every month have to be submitted | | 8 | at least to the Office of the United States Trustee and | | 9 | among the parties to evidence that those funds are there. | | 10 | Every month. | | 11 | And I'm so ordering that on the record right now. | | 12 | And I can go back to this hearing. And if someone fails to | | 13 | comply with that, then they'll be in violation of a court | | 14 | order. We need to ensure that the funds are there in the | | 15 | amount that are supposed to be there. | | 16 | Now, with regard to the \$37 million, there | | 17 | shouldn't be any change in that amount other than a gain of | | 18 | some interest hopefully unless and until there's a further | | 19 | order when the boat is returned. That's my understanding. | | 20 | Mr. Kindseth's working on the order, but that's what -- | | 21 | that's the mechanics. | | 22 | MR. BALDIGA: Yes. And the order that you see -- | | 23 | that you will see, Your Honor, provides that there is a | | 24 | national bank that will be acting as co-agent. | | 25 | So Mr. Kindseth is holding the money just so there | | | |

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| | 81 | |----|---------------------------------------------------------------| | 1 | wouldn't be any concern in the courtroom today whether the | | 2 | money was really coming or whatever there were -- from the | | 3 | last hearing, we spent way too long on those types of | | 4 | concerns, so no one has to have that concern. But it's not | | 5 | the permanent solution. The permanent solution for a month | | 6 | or two is to have the money go into a bank as more | | 7 | customary. | | 8 | THE COURT: However it works is fine. I just want | | 9 | evidence -- | | 10 | MR. BALDIGA: Understood. | | 11 | THE COURT: -- that's submitted to demonstrate | | 12 | that those funds are there. And it's got to be submitted, | | 13 | you know, every month. | | 14 | And I guess we will figure out -- it might not be | | 15 | as cumbersome with the 37 million if the boat is returned in | | 16 | two months, but with regard to the DIP financing, there's | | 17 | going to be in that order, if there is an order, it's going | | 18 | to say that I need -- the Court -- there has to be evidence | | 19 | supplied of the amount of the funds in the account every | | 20 | month. | | 21 | I know the DIP orders may have some more specifics | | 22 | with regard to what's being paid and drawn down and all | | 23 | that, all those issues, but that was the other thing that I | | 24 | wanted to raise. | | 25 | Now, with regard to the DIP financing evidentiary | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 86 of 567 | |----|------------------------------------------------------------------------------------------------| | | 82 | | 1 | hearing, I'm happy to start right now, but we have to end at | | 2 | noon. | | 3 | So the other thing we can do is you mentioned at | | 4 | the beginning of the hearing that there is some discussion | | 5 | about how we were going to set up the hearing on the motion | | 6 | to dismiss, so I don't -- whatever way you want to proceed, | | 7 | I have no problem. | | 8 | MR. BALDIGA: Well, this might be a good time just | | 9 | to clear up the Brown Rudnick application, that there's no | | 10 | evidence on that, and that could be taken care of. I think | | 11 | there's a -- | | 12 | THE COURT: I thought there was -- | | 13 | MR. BALDIGA: -- reservation of rights that wants | | 14 | to be made. | | 15 | THE COURT: Okay. | | 16 | MR. FRIEDMAN: Yeah. I think -- | | 17 | THE COURT: But isn't there an order that you need | | 18 | to fix or did you fix that order yet? Or you agreed to? | | 19 | MR. FRIEDMAN: I think the order is on the docket, | | 20 | Your Honor. We have a very short reservation of rights and | | 21 | then I think we could do the pre-trial -- the pre-motion, | | 22 | you know, conference before noon. And then we're afternoon | | 23 | to -- | | 24 | MR. BALDIGA: I think that that's right. | | 25 | MR. FRIEDMAN: Okay. | | | |

MR. BALDIGA: Yeah. MR. FRIEDMAN: So -- THE COURT: I didn't hear what you said now. MR. FRIEDMAN: Sorry, Your Honor. THE COURT: That's okay. MR. FRIEDMAN: Peter Friedman from O'Melveny & Myers. We don't have an objection to Brown Rudnick's retention per se. We just want to make clear that, you know, we do believe that Lamp -- that Mr. Kwok was restrained by Judge -- Justice Ostrager's retraining order pre-petition from transferring his assets. We believe that by encumbering himself with the Lamp loan to pay Brown Rudnick's retainer that he violated that restraining order. Brown Rudnick reads Justice Ostrager's order differently than we do. We believe that his order was specific as to two assets, but also had a broader, sweeping clause that made it clear that any outside of the ordinary course transaction was prohibited. Brown Rudnick, Mr. Baldiga, has cited to a portion of a transcript that he believes supports his view of the language that was specific as to two assets. We believe that page 24 of that transcript, which was attached to their response, says that Justice Ostrager Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 87 of

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 88 of 567 | |----|------------------------------------------------------------------------------------------------| | | 84 | | 1 | says I want to know if any transaction is going to take | | 2 | place in which Mr. Kwok is the guiding hand that's something | | 3 | other than an ordinary course of business transaction. So | | 4 | it wasn't so limited. | | 5 | And so we just want to reserve rights that to the | | 6 | extent, you know, there's litigation in the future over | | 7 | whether there was a breach of that and whether there's any | | 8 | damages or there's any liability for anybody who | | 9 | participated in that breach or is tort related to the | | 10 | breach, that nothing in the retention order absolves anybody | | 11 | of liability for that. | | 12 | We have no objection to retention if it's to the | | 13 | reasonable staffing in light of this case. We just want to | | 14 | make clear that, you know, we believe it was one final act | | 15 | of contempt, one last finger in the eye, right before filing | | 16 | of bankruptcy. | | 17 | And note that we've never received the Lamp | | 18 | Capital loan despite numerous requests to Mr. Lamp's -- I'm | | 19 | sorry -- to Lamp Capital's lawyers. They've produced | | 20 | nothing. We'll go back at it. | | 21 | But, you know, the whole circumstances around that | | 22 | episode we believe are very troubling and that's why I | | 23 | wanted to make a reservation of our rights. | | 24 | THE COURT: And you're going to -- my | | 25 | understanding -- and I didn't look at it, okay -- but |

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sometime last night or this morning, there was an order submitted with regard to the Brown Rudnick application? Is that -- is Attorney Friedman in agreement with that or not -- that order? If not, then you both have to talk and tell me when you're going to -- you think you're going to resolve that order. (Pause.) MR. FRIEDMAN: (Indiscernible.) THE COURT: Certainly. Take your time. (Pause.) MR. FRIEDMAN: So, Your Honor, I think we do have an issue with the order. We just want a reservation of rights with respect to any party for receipt of those funds. We have no objection to the retention and to their filing fee applications, but we don't think the retention should wipe out the prospect that there might be liability for having received these funds. THE COURT: So you're going to have to add that reservation of rights language to the order, correct? MR. FRIEDMAN: Yes. Unless that reservation is acceptable on the record? MR. BALDIGA: If I could address it, Your Honor, please. THE COURT: Sure.

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 90 of 567 | |----|------------------------------------------------------------------------------------------------| | | 86 | | 1 | MR. BALDIGA: Unless Mr. Goldman wants to argue | | 2 | first. | | 3 | MR. GOLDMAN: Well, I was just going to say, | | 4 | speaking of reservations, we -- our resolution of the DIP | | 5 | motion -- I should have mentioned this at the outset -- is | | 6 | really based on a resolution of the boat delivery order I'll | | 7 | call it -- which they're working on -- | | 8 | THE COURT: I'm sorry. I didn't hear you. Of the | | 9 | what order? | | 10 | MR. GOLDMAN: The boat delivery. | | 11 | THE COURT: Okay. The relief from stay agreed | | 12 | upon order? | | 13 | MR. GOLDMAN: Correct. Correct. Which we're | | 14 | confident they'll be able to do. It still hasn't been inked | | 15 | so to speak, and so before we actually formally withdraw | | 16 | objections, I would like to see that on the record. | | 17 | THE COURT: Well, right now we're talking about | | 18 | Brown Rudnick. | | 19 | MR. GOLDMAN: Well, aren't we -- that is linked to | | 20 | the resolution of the DIP motion. In other words, we | | 21 | resolve the DIP motion and we also agree to withdraw our | | 22 | objections to all the retentions. | | 23 | Of course the resolution of the DIP motion depends | | 24 | on the resolution of this boat delivery order that we're | | 25 | working on. So they're all linked together is basically |

what I'm saying. And so I would just appreciate if we could wait until after the lunch break when we are absolutely certain that the boat -- the PAX motion for relief from stay has been resolved and then we can formally withdraw all these objections. That's all I'm saying. THE COURT: Okay. Mr. Baldiga? MR. BALDIGA: Well, we've been trying to work and have actually been able to work hand in hand with Mr. Goldman on so many things that I don't want to -- I mean, I accept his premise that it would be easier perhaps to know that we are all in accord on the boat order. It won't affect PAX's objection because PAX's position on everything, right, will continue to be the same regardless. So the -- I can address PAX's reservation of rights if the Court so wishes or if the Court wants to wait until after lunch, after the boat issue, to do that, we're happy to do that. Whatever the Court -- THE COURT: All right. Why don't we just see what happens after the -- what will -- what should be essentially an agreed-upon order resolving PAX's motion for relief from stay, correct, that's what it is? That's what Mr. Kindseth is working on? MR. BALDIGA: Yes.

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 92 of 567 | |----|------------------------------------------------------------------------------------------------| | | 88 | | 1 | THE COURT: Okay. So why don't we wait for that. | | 2 | So then the only other issue is the -- the interim | | 3 | professionals, everything, Mr. Goldman, you reserve your | | 4 | rights on everything until -- all right. | | 5 | So let's just start with the DIP financing | | 6 | evidentiary hearing. | | 7 | Or if you -- if all of you would rather take a | | 8 | break and not start, we can do that too. Whatever works for | | 9 | all of you. | | 10 | MR. FRIEDMAN: Your Honor, may we do the pre-trial | | 11 | discussion of the dates? | | 12 | THE COURT: On the motion to dismiss? | | 13 | MR. FRIEDMAN: Yes. | | 14 | THE COURT: Well, that's what -- that's what I had | | 15 | said a few minutes ago I thought made some sense. | | 16 | MR. FRIEDMAN: Yes. So, Your Honor, we have -- | | 17 | obviously pending the Court's schedule, we have -- we've | | 18 | reached out to counsel for other parties this week and we | | 19 | made a proposal. We got some feedback. People asked us for | | 20 | a little more time, which we were -- you know, even though I | | 21 | don't think we have a statutory obligation to provide it, we | | 22 | were willing to do that. | | 23 | What we would propose is that there be a -- and I | | 24 | tried to accommodate as many people as I could -- May 16th | | 25 | would the date on which parties need to file oppositions if | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 93 of 567 | |----|------------------------------------------------------------------------------------------------| | | 89 | | 1 | acceptable to the Court. | | 2 | We would ask for the ability to file a reply on | | 3 | May 25th. We would ask to be able to file a reply on the | | 4 | 25th of May. | | 5 | And then we would ask for a hearing on the -- to | | 6 | reserve the 1st, 2nd and 3rd -- | | 7 | THE COURT: All right. I have a take a look at | | 8 | the calendar. | | 9 | MR. FRIEDMAN: -- if that works for the Court. | | 10 | THE COURT: Just let me take a look at the | | 11 | calendar before we go any further. | | 12 | (Pause.) | | 13 | THE COURT: I have some time on the 1st. | | 14 | MR. FRIEDMAN: Okay. | | 15 | THE COURT: But there's a period of time where I'd | | 16 | have to take a break again. I have time on the 2nd. And I | | 17 | have at least the morning of the 3rd. | | 18 | MR. FRIEDMAN: Okay. That certainly works for us, | | 19 | Your Honor. | | 20 | I would also ask, given the potential complexity, | | 21 | if it would be okay to propose a submission of post-trial | | 22 | findings of fact and conclusions of law for any party the | | 23 | 10th. Or if the hearing lasts longer than the 3rd, you | | 24 | know, seven days after the conclusion of the hearing if the | | 25 | Court believes that would be helpful. |

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| | 90 | |----|--------------------------------------------------------------| | 1 | THE COURT: I certainly think it could be, so I | | 2 | will tell you at the end of the hearing if I would like | | 3 | that, but I think it's a possibility. Sure. | | 4 | MR. FRIEDMAN: And, Your Honor, what I would also | | 5 | propose is that the parties, you know, by the 20 -- Friday | | 6 | the 27th, if this works for the Court, if the Court would | | 7 | like it to be the 26th, that the parties exchange, you know, | | 8 | witness lists and exhibits and provide the Court with a -- | | 9 | you know, the appropriate grid if possible by that date as | | 10 | well and listing objections, and that the parties be ordered | | 11 | to meet and confer on all pre-trial procedures in good | | 12 | faith. | | 13 | You know, my understanding is that Mr. -- that Mr. | | 14 | Kwok's counsel believes that this schedule, which we believe | | 15 | is actually a substantial accommodation to people, should be | | 16 | contingent on no more 341 hearings, a cessation of Mr. | | 17 | Kwok's 341 obligations, which is due -- which is expected to | | 18 | continue this Friday -- I don't see why that should be an | | 19 | issue. | | 20 | We certainly are seeking to depose Mr. Kwok again | | 21 | in connection with the -- with the motion to dismiss or | | 22 | motion to appoint a trustee. We're seeking some other | | 23 | discovery. | | 24 | I'd note that one issue we've had -- and I'm not | | 25 | asking the Court to do anything other than to know about it | | | |

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-- is we asked Golden Spring last Thursday if they would express -- if they would accept service of the subpoena on Miles Kwok's son. We've heard crickets. And so not a surprise, but given the purported centrality of Miles' son to this case and his support of beneficence and love, I guess if they don't want to accept a subpoena, we can try to do it in the Hague. And if we have to maybe we won't complete on that time, but the Court can draw whatever conclusions it wants to from Mr. Kwok's son's refusal to participate in good faith in discovery. So that shouldn't take six days to find out from somebody if a subpoena can be accepted. That's our proposed schedule. You know, we hope we don't have discovery disputes to bring to the Court's attention. If we do, we will. We'll work with Mr. Birney on how to tee those up correctly for you. And I believe we've provided everybody with copies of the discovery we've served. If anybody hasn't, please let me know. THE COURT: Okay. Thank you. Attorney Claiborn? MS. CLAIBORN: Thank you, Your Honor. The U.S. Trustee, as you know, has a pending motion for an examiner or in the alternative the appointment of Chapter 11 trustee.

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And the dates that Attorney Friedman has just outlined are fine for the U.S. Trustee. And I would assume that scheduling is applicable to both PAX's motion and the U.S. Trustee's motion. THE COURT: Yes. Except I will be addressing the PAX's motion first. MS. CLAIBORN: Understood, Your Honor. THE COURT: Okay. MS. CLAIBORN: With respect to the point about the 341 meeting, that request was just made to me this morning. I haven't had a chance to confer with my office. I haven't had a chance to confer with counsel for the parties who are here today. So I don't have an answer as to whether or not the U.S. Trustee is willing to delay that 341 meeting to a different date. THE COURT: Okay. MR. BALDIGA: I'm sorry. I missed what you just said. I couldn't hear. I'm sorry. MS. CLAIBORN: I don't have an answer for you as to the 341 meeting date. THE COURT: All right. Anyone else wish to be heard on the scheduling of the motion to dismiss and the -- I'm going to reiterate it, but go right ahead. MR. BALDIGA: Well, the -- I think the debtor is not available the first week of June so, I think,

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 97 of 567 | | |----|------------------------------------------------------------------------------------------------|--| | | 93 | | | 1 | unfortunately, like so many other things, we're probably | | | 2 | going to have to spend some time over the lunch break to try | | | 3 | to pin those dates down. | | | 4 | THE COURT: All right. Well, why don't you talk | | | 5 | about because I'm not sure why the debtor would need to be | | | 6 | here on the motion, I mean, unless you're going to call him | | | 7 | as a witness. | | | 8 | MR. PERLMAN: We certainly are, but this is news | | | 9 | to me because I proposed this schedule to Mr. Aulet before. | | | 10 | THE COURT: Okay. Well, then I'll let you all | | | 11 | talk about it. | | | 12 | But I will say one thing in particular, that it's | | | 13 | going to be shortly thereafter if it's not those days. I've | | | 14 | already said to Attorney Friedman -- | | | 15 | MR. BALDIGA: We understand that. | | | 16 | THE COURT: -- Attorney Friedman the last hearing, | | | 17 | and he's agreed, and I don't know if he's expressly | | | 18 | consented on the record again today, but under the -- under | | | 19 | the code, I have to hold that hearing within 30 days unless | | | 20 | the movant, the movant expressly consents to the extension | | | 21 | of time, to a continuance for a specific period of time, | | | 22 | which Attorney Friedman has done right now, but I don't know | | | 23 | if he's going to do it when you have your discussions. So | | | 24 | you're going to have to have your discussions. | | | 25 | MR. FRIEDMAN: Honestly, Your Honor, given that | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 98 of 567 | |----|------------------------------------------------------------------------------------------------| | | 94 | | 1 | the debtor doesn't have a job, doesn't have a business to | | 2 | operate, I can't imagine if there's a justifiable reason for | | 3 | not being here. | | 4 | THE COURT: Well, I'm going to let you all talk | | 5 | about that. | | 6 | MR. BALDIGA: I'd appreciate a chance just to talk | | 7 | with the client, Your Honor. | | 8 | THE COURT: I'm going to let you all talk about | | 9 | that. | | 10 | MR. BALDIGA: Thank you. | | 11 | THE COURT: Okay? | | 12 | So let me just again go through what is on our | | 13 | calendar today. I think it makes complete sense at this | | 14 | point not to start the DIP evidentiary hearing if we're only | | 15 | going to have 15 minutes. | | 16 | Does that make sense to anyone? | | 17 | MR. BALDIGA: Yes. Correct. | | 18 | THE COURT: I think you can take the break and use | | 19 | the time. | | 20 | Now, I don't know, you've all been here in the | | 21 | hallway longer than I've been sitting here, but I assume the | | 22 | conference rooms are unlocked. There's, you know -- there | | 23 | is a hallway to talk in except there are other agencies so | | 24 | you have to be somewhat quiet if possible. There's a room | | 25 | back here with vending machines, but it has no tables and |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 99 of 567 | |----|------------------------------------------------------------------------------------------------| | | 95 | | 1 | chairs. There's a place next door to eat with tables. | | 2 | I mean, you know, I would think that I would be | | 3 | surprised if I'm ready to see you again before one o'clock. | | 4 | Okay? | | 5 | MR. BALDIGA: Understood. | | 6 | THE COURT: It may be even a little longer, but I | | 7 | don't think it should be much longer than that. | | 8 | I'm just checking to make sure we have -- we are | | 9 | addressing in one way -- some way, shape or form everything | | 10 | on today's calendar, and I think we have. Although we need | | 11 | to -- a lot of it is linked to Mr. Kindseth's revisions to | | 12 | that order. | | 13 | So does anyone else wish to be heard before we | | 14 | recess in this case, in the Kwok case? | | 15 | (No audible response.) | | 16 | THE COURT: No? Okay. | | 17 | Well, then I'm going to take a recess until 12 | | 18 | noon for the other matter. Again, I would be surprised if I | | 19 | was available to see you before one o'clock. I think that | | 20 | you should expect one o'clock at the earliest. | | 21 | If you are all talking and you need more time and | | 22 | we are completed with the other hearing, then you can let | | 23 | the courtroom deputy or someone in the clerk's office know, | | 24 | and I will, you know, take that into consideration. | | 25 | But if we are going to have the evidentiary | | | |

| | 567 | |----|---------------------------------------------------------------| | | 96 | | 1 | hearing this afternoon on the DIP, which I think we are, | | 2 | then I would like to start sooner as opposed to later | | 3 | understanding that you all may be talking about different | | 4 | things. | | 5 | MR. BALDIGA: Understood. | | 6 | THE COURT: Okay? | | 7 | MR. BALDIGA: We'll keep the courtroom deputy | | 8 | posted, Your Honor. | | 9 | THE COURT: Okay. Great. | | 10 | MR. BALDIGA: Thank you. | | 11 | THE COURT: All right. All right. Thank you, | | 12 | all. | | 13 | Then Court is in recess until 12 p.m. | | 14 | (Recess from 11:45 a.m. until 1:10 p.m.) | | 15 | THE CLERK: Case No. 22-50073, Ho Wan Kwok. | | 16 | THE COURT: Sorry about that. We're back on the | | 17 | record after taking a recess in the Kwok case, which we left | | 18 | the court about 11:45 or so a.m. It's now 11:12 [sic] p.m. | | 19 | and we're back after the morning session where we had some | | 20 | evidence presented in connection with the application of | | 21 | Verdolino & Lowey. | | 22 | And, Attorney Baldiga, are we moving to go forward | | 23 | with the evidentiary hearing on the DIP financing motion? | | 24 | MR. BALDIGA: Yes, Your Honor. But before we do, | | 25 | we can report as to the boat, because remember how that | | | |

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| | 97 | |----|---------------------------------------------------------------| | 1 | affected everybody? | | 2 | THE COURT: Yes. | | 3 | MR. BALDIGA: It was sort of a -- | | 4 | THE COURT: Oh, Mr. Kindseth is back. | | 5 | MR. BALDIGA: -- connective string. | | 6 | We do have, and Mr. Kindseth can report, and | | 7 | should, a fully conformed, agreed order as to the boat that | | 8 | resolves the lift stay motion. | | 9 | THE COURT: Okay. | | 10 | MR. BALDIGA: And that in turn resolves all | | 11 | objections I believe that the committee has to everything | | 12 | else today. And so we proceed in full accord. But he | | 13 | should -- Mr. Goldman should report and Mr. Kindseth should | | 14 | report. | | 15 | And then -- and then I think we do move to the | | 16 | relief from stay. | | 17 | THE COURT: Okay. Mr. Goldman and Mr. Friedman? | | 18 | MR. GOLDMAN: Yeah. I would -- | | 19 | THE COURT: So everyone's in agreement with this | | 20 | order on the relief from stay? I mean, that's wonderful if | | 21 | it's true. | | 22 | MR. GOLDMAN: Yeah. | | 23 | THE COURT: I just want to make sure that's | | 24 | accurate. | | 25 | MR. FRIEDMAN: Yes. We're in agreement, Your | | | |

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Honor. We have reached an agreement. An order can be submitted. We're pleased with the outcome. MR. KINDSETH: Yes. Just in terms of the logistics, Your Honor, we're actually not going to be in a position to submit it to this court at this moment. We're submitting it to the escrow agent, U.S. Bank, for their counsel, Shipman & Goodwin, to review it and ensure that they don't have any issue with it. I'm hoping to hear back later today or tomorrow. Once they're good with it, we're going to fund the escrow, and we will submit the order hopefully Friday or Monday at the very latest. THE COURT: Okay. I mean, I think that's fine. And that's -- that's a positive development obviously in the case. So, Attorney Goldman? MR. GOLDMAN: I was going to say would it be appropriate to put just the basic terms of the order on the record so we -- the Court is aware and we have an enforcable agreement here? MR. KINDSETH: I'm prepared to do that, Your Honor, if you'd like. THE COURT: Go right ahead. MR. KINDSETH: So the proposed, stipulated order provides that my client will return the vessel known as the

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Lady May to the navigable waters of Connecticut by July 15th. That may or may not address the various repairs that are being performed now.

We're going to try to complete as much as possible. The repairs that are not complete will be addressed through a reserve, a repair reserve, a separate one entirely, and there's a process through which that reserve will be established.

To secure my client's performance of the delivery, we will be posting \$37 million with a third-party escrow agent, U.S. Bank. We've worked out the terms of an escrow agreement.

And subject to final approval by U.S. Bank and the party's signature, we'll be providing bi-monthly progress reports with respect to the location of the yacht, and the repairs, status of arrangements for the delivery of the yacht, and the anticipated delivery date.

The way the escrow is going to be handled is that my client will file a certification with this court and there will be a period of time for parties to object to the certification. The certification, you know -- the certification is pertaining really just to the delivery of the yacht timely to Connecticut.

As well as an order to ensure that the yacht stays in Connecticut, we've agreed in that certification that

Fiore Reporting and Transcription Service, Inc.

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would be certifying that we served the then captain of the vessel as well as the yacht management company with that and we'll be filing the certification of service with the Court as part of that process. We'll also have the repair reserve in place and that is a requirement of the certification. So if those elements, which are described as certification conditions, are met and we certify it, we'll provide 15 days to object. And if nobody objects, my client will be allowed to provide that HK certification to the escrow agent, which is the triggering event for the return of the \$37 million. If there is an objection, then we'll appear before Your Honor. And there's -- depending upon the severity of the default, there are different consequences. Obviously if the boat's not here, it's the most severe consequence. The other consequence -- consequences for the other conditions if they're not met, there's remedies in place that are proportionate to the default. My client will maintain insurance and provide proof of insurance. There's a provision in here requiring my client and agents and representatives and so forth to continue to maintain the boat here in Connecticut and subject to further order of this court.

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| | 101 | |----|--------------------------------------------------------------| | 1 | And there is a provision in here that says that if | | 2 | the boat isn't delivered timely and we are unable to | | 3 | establish extenuating circumstances -- and they're | | 4 | delineated very clearly -- then the funds, the 37 million | | 5 | escrow agent will be directed by order of this court to turn | | 6 | over those funds to an account designated by this court to | | 7 | be held in substitution for whatever the estate's rights are | | 8 | in the Lady May, those rights will be against the \$37 | | 9 | million. | | 10 | And then, as I said, we're establishing the repair | | 11 | reserve in accordance with the process set forth in the | | 12 | order. And so I believe that is the most salient terms of | | 13 | the agreed-upon order. | | 14 | MR. GOLDMAN: Yeah. I appreciate the recitation. | | 15 | The committee is in agreement with those terms and we'll | | 16 | follow it up obviously with the written order. | | 17 | And I'll leave it to PAX. | | 18 | MR. FRIEDMAN: They're saying, Your Honor, there | | 19 | are also provisions of what happens upon dismissal, if the | | 20 | case is dismissed while the boat is in the jurisdiction or | | 21 | the escrow's jurisdiction. Those are also in there. | | 22 | I do want to say -- not to mix metaphors -- but | | 23 | the boat is not -- I mean, the boat should never be the tail | | 24 | that wags the dog in this case. The boat is important | | 25 | because it's an asset. This is not the end all and be all |

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| 102 | | |-----|--| | | |

| 1 | of what Mr. Kwok has to pay his creditors. | |----|---------------------------------------------------------------| | 2 | I just want to be really clear from our | | 3 | perspective that this is important, but this is just a | | 4 | beginning step in the pursuit of getting paid for people who | | 5 | have substantial judgments against Mr. Kwok. | | 6 | MR. KINDSETH: It's still progress. | | 7 | THE COURT: Understood. | | 8 | MR. GOLDMAN: So with that, Your Honor, the | | 9 | committee can formerly withdraw its objections to the DIP | | 10 | motion as well as the retention applications and lend our | | 11 | support to the interim DIP order that's being advanced for | | 12 | today. | | 13 | I can say with certainty, Your Honor, that it is | | 14 | absolutely critical that the committee have this funding in | | 15 | place in order to function properly and do what it's | | 16 | supposed to do in a case like this, especially in a case | | 17 | with this profile. | | 18 | We're expected to investigate potential assets of | | 19 | this estate. And I can ensure Your Honor that we have been | | 20 | actively engaged in interviewing financial advisors to | | 21 | assist us in that endeavor and we will be submitting an | | 22 | application shortly to get the Court's approval to retain | | 23 | one who will be highly capable, skilled and experienced in | | 24 | what we need them to do. | | 25 | THE COURT: Okay. Thank you. |

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| | 103 | |----|--------------------------------------------------------------------| | 1 | Mr. Kindseth, I know you said this already, but I | | 2 | don't think I -- I didn't write it down, so I don't remember | | 3 | -- what date do you think you're going to submit this order | | 4 | to the Court? | | 5 | MR. KINDSETH: Friday or Monday. | | 6 | THE COURT: All right. So I'll give you until | | 7 | Monday. What is Monday? May 1st of 2nd? Oh, it's the 2nd. | | 8 | Is it the 2nd? Yeah. It has to be in by Monday. See, | | 9 | yeah, you have to because -- all right. Yeah. On or before | | 10 | May 2nd. Okay? All right. | | 11 | But what were you going to say? I'm sorry. | | 12 | MR. KINDSETH: May I be excused? My client | | 13 | doesn't have a stake in the afternoon's proceedings. | | 14 | THE COURT: You can be excused if everybody else | | 15 | thinks that you don't need to be here. | | 16 | MR. BALDIGA: Just with the clarification, I think | | 17 | it's assumed in all of the comments of everybody so far, but | | 18 | the stay will continue in force until entry of the order? | | 19 | Okay. Assuming that it does get submitted on a | | 20 | timely basis? | | 21 | THE COURT: Yes. | | 22 | MR. BALDIGA: Okay. Thank you. | | 23 | THE COURT: I mean, but it -- | | 24 | MR. BALDIGA: I just wanted the record to be | | 25 | clear. |

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| 567 | |-----| |-----|

| | 104 | |----|--------------------------------------------------------------| | 1 | THE COURT: -- but if it doesn't get timely | | 2 | entered, then there isn't any stay anymore under 362(e)(2), | | 3 | so I would assume you are motivated to get it timely | | 4 | entered. | | 5 | MR. BALDIGA: Yes. | | 6 | THE COURT: Okay. All right. Thank you. | | 7 | No one else wants -- needs to have Mr. Kindseth | | 8 | here for this afternoon's hearing, is that correct? | | 9 | (No audible response.) | | 10 | THE COURT: Okay. Thank you, Mr. Kindseth. | | 11 | MR. KINDSETH: Thank you, Your Honor. | | 12 | THE COURT: All right. So let's go back before we | | 13 | start the evidentiary hearing given the committee's position | | 14 | now of withdrawing its oppositions to certain things. | | 15 | So the application to employ Brown Rudnick, the | | 16 | committee has withdrawn its objection. | | 17 | PAX still wants to reserve its rights, correct? | | 18 | MR. FRIEDMAN: Yes, Your Honor. I've conveyed to | | 19 | Mr. Baldiga we have no issue with the order. Actually | | 20 | looking at the order I don't think the order releases the | | 21 | kind of claims that we want to reserve, and so I'm not going | | 22 | to ask Mr. Baldiga to agree in the order to the language. | | 23 | I just want to note for the Court and for | | 24 | everybody else that that's our position. | | 25 | And, you know, Brown Rudnick has their own |

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| | 105 | |----|----------------------------------------------------------------| | 1 | position with the order as proposed is fine. | | 2 | THE COURT: So the order that was submitted -- | | 3 | Thank you, Attorney Friedman. | | 4 | So the order that was submitted sometime last | | 5 | night or -- I don't -- I know there was several, but is that | | 6 | the order that you're looking to have entered? | | 7 | MR. BALDIGA: Yes. Unless it's -- yes, Your | | 8 | Honor. And just for the record, we're -- we don't, the | | 9 | debtor doesn't, and Brown Rudnick doesn't agree to anything | | 10 | that's not in the order. And it's that simple. | | 11 | MS. CLAIBORN: Your Honor, just to complete the | | 12 | record, I just wanted to let the Court know that the U.S. | | 13 | Trustee has reviewed the order that was uploaded last night | | 14 | and it does resolve the U.S. Trustee's objections. | | 15 | THE COURT: Thank you. | | 16 | So if I'm correct, that's ECF No. 259 that was | | 17 | filed last night, correct? | | 18 | (No audible response.) | | 19 | THE COURT: Okay. If you just give me one minute, | | 20 | please. | | 21 | (Pause.) | | 22 | THE COURT: All right. So I haven't looked at ECF | | 23 | 259 because it was submitted last night, which is fine. I'm | | 24 | going to take a look at it right now and then tell you | | 25 | whether I think there's any issues. |

(Pause.) THE COURT: The order looks fine to me. So ECF 259 will enter and the application to approve Brown Rudnick as counsel to the debtor is approved -- is granted. MR. BALDIGA: Thank you, Your Honor. THE COURT: Okay. Thank you. So let me just make sure we're getting to everything we need to get to before we get to the evidentiary hearing on the DIP motion. (Pause.) THE COURT: So the bar date order then, everyone's fine with that other than the Court putting in a bar date? MR. BALDIGA: I believe so, Your Honor. THE COURT: Okay. So I'll take a look at that after today. That will enter though tomorrow or Friday at the latest. Okay? MR. BALDIGA: Thank you. THE COURT: I would assume -- I shouldn't say that. I haven't looked at the order, Attorney Baldiga, but is -- who's serving that bar date order? Are you serving it? Is the debtor serving it? MR. BALDIGA: The debtor. THE COURT: Okay. Okay. I'll take a look at that. MR. BALDIGA: Thank you.

THE COURT: And I think it probably will have no problem other than me possibly changing your bar date for a little bit more time. MR. GOLDMAN: I just wanted to mention the committee did have a limited objection to that. And I hadn't been following the variations of the proposed orders, but did they take into account our objections? MR. BALDIGA: We did. MR. GOLDMAN: Okay. All right. THE COURT: Okay. MR. GOLDMAN: Thank you. THE COURT: The motion to establish procedures for entering compensation and reimbursement expenses, is everyone in agreement with that now as well? The committee, you had an objection, did you, or not? MR. GOLDMAN: I'm sorry, Your Honor. Could you repeat that. THE COURT: The motion to establish procedures for interim compensation and reimbursement of expenses. MR. GOLDMAN: No objection. THE COURT: Did the U.S. Trustee have an objection? MS. CLAIBORN: Your Honor, we have been looking on some language. And I haven't had a chance to review what Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 111 of

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 112 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 108 | | 1 | just got uploaded in the last hour. And subject to me | | 2 | reporting back to Your Honor maybe by the end of today, I'm | | 3 | not -- I think we probably could lose that loop. I'd just | | 4 | need to read it. | | 5 | THE COURT: So leave that matter open essentially | | 6 | for now? | | 7 | MS. CLAIBORN: Yes. | | 8 | MR. BALDIGA: That's right. But we all think it's | | 9 | just a matter of looking at language. | | 10 | MS. CLAIBORN: It's just a matter of me looking at | | 11 | their language. | | 12 | MR. BALDIGA: We've worked out everything. | | 13 | THE COURT: So you're going to -- everyone, you | | 14 | know, I will tell you these matters, these motions, I'll | | 15 | look at the language. But, you know, I know the parties are | | 16 | asking the Court to do something that's -- essentially | | 17 | shorten the time and the procedures that are required by the | | 18 | code for fee applications. I'm reluctant to do that in a | | 19 | lot of cases for many, many reasons. | | 20 | I'll do it in this case if everyone is in | | 21 | agreement. But I will tell you if there's -- if I see that | | 22 | there's anything of any concern at any point, I may schedule | | 23 | a status conference and/or vacate any order entered if I | | 24 | think that there's any issue. | | 25 | I mean, you know, what you don't want to have is a | | | |

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| | 109 | |----|----------------------------------------------------------------| | 1 | situation where everybody believes that we're just seeing | | 2 | how much fees are incurred. And I'm not saying that that's | | 3 | happening in this case. I'm saying you want to guard | | 4 | against that. | | 5 | And entry of these types of orders sometimes gives | | 6 | -- give people arguments that that's the major concern. And | | 7 | I'm not suggesting it is, but all I'm saying is if this | | 8 | enters, and it apparently will subject to some language, | | 9 | that doesn't mean that I'm not going to look at it in the | | 10 | future. | | 11 | MR. BALDIGA: Of course. Of course. | | 12 | THE COURT: And if I think -- | | 13 | MR. BALDIGA: And, Your Honor, you've seen from | | 14 | day one that we're -- we're trying to spend as little as | | 15 | possible, but we need to be responsive to a particular | | 16 | creditor that is not funded from the estate. And we can't | | 17 | control how many motions with what enthusiasm they bring so | | 18 | we're -- we're trying to keep up and do the right thing and | | 19 | responsibly represent the estate. | | 20 | Mr. Goldman has a lot of work to do himself in | | 21 | that regard as we've already talked about. | | 22 | We've all agreed there has to be an examination | | 23 | before people are comfortable confirming a plan. The debtor | | 24 | has supported that from day one. And this motion helps to | | 25 | do that and the DIP helps to do that. They go hand in hand. | | | |

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THE COURT: Understood. MR. BALDIGA: Thank you. THE COURT: Thank you. MS. CLAIBORN: Your Honor, if I just could make a quick comment? I wanted to preview for the Court that the order that was uploaded is different than the original proposal. But what it does have is the obligation to file interim fee applications at a 90-day interval. So there will be an actual -- THE COURT: Okay. MS. CLAIBORN: -- fee application process -- THE COURT: Okay. MS. CLAIBORN: -- that's a component of it. But there was also the existing monthly option where the professionals get paid 80 percent of their fees and 100 percent of their expenses upon there being no objection from any of the parties. THE COURT: Okay. Thank you. I appreciate that. So that motion will be granted. But we have to wait and see what -- if there's any minor -- any final comments to the proposed order, Attorney Claiborn, correct? MS. CLAIBORN: Yes, Your Honor. Thank you. THE COURT: Okay. The only thing -- the only

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other matter I'd like to discuss before we turn to the evidentiary hearing on the DIP motion is the scheduling on the motion to dismiss. Were you able to discuss that during the break? MR. FRIEDMAN: We were, Your Honor. With respect to our motion, we I guess propose to begin -- so we would -- oppositions, we would ask to be set for the 11th of May. THE COURT: All right. So that's a change, right? MR. FRIEDMAN: Yes. THE COURT: So let me just make a note. Okay? I just want to make sure I have the right things in my -- on my notes. (Pause.) THE COURT: May 11th did you say? MR. FRIEDMAN: Yes, Your Honor. THE COURT: Okay. MR. FRIEDMAN: We would ask for our reply to be filed on the 18th, and to commence the hearing on the 25th. THE COURT: All right. Let me take a look at that. I haven't looked at that date obviously. Hold on. (Pause.) THE COURT: Okay. I can commence the hearing on the 25th. I can even have some time on the 26th, but no time on the 27th. MR. FRIEDMAN: Okay. And so, Your Honor, we would

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| | 112 | |----|----------------------------------------------------------------| | 1 | ask the 25th and 26th. We will submit witness statements. | | 2 | I'm sorry. We will submit exhibits. We will -- we will | | 3 | meet and confer and propose a schedule for exhibits over -- | | 4 | hopefully, Mr. Jonas and I can have some discussions. We'll | | 5 | submit something by early next week on those, on when we'll | | 6 | submit exhibit lists and witness lists. | | 7 | THE COURT: Well, I can tell you when you need to | | 8 | submit exhibit lists. | | 9 | MR. FRIEDMAN: Even better. Thank you, Your | | 10 | Honor. | | 11 | THE COURT: I think that will help you. There's | | 12 | no need to meet. | | 13 | MR. FRIEDMAN: Yes. | | 14 | THE COURT: Just give me one second, please. | | 15 | (Pause.) | | 16 | THE COURT: You'll submit your list of witnesses | | 17 | and exhibits by 12 p.m. on May 20. | | 18 | MR. FRIEDMAN: Yes, Your Honor. | | 19 | THE COURT: Right. | | 20 | MR. FRIEDMAN: I can't anticipate now how long it | | 21 | will take. We will endeavor to examine Mr. Kwok on the | | 22 | first day. Because I've been advised there are some dates | | 23 | the following week, if we have to go into the following | | 24 | week, that he's unavailable, so we will endeavor to have him | | 25 | examined on the first day of the hearing. |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 117 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 113 | | 1 | THE COURT: Okay. Go ahead, Counsel. | | 2 | MR. JONAS: Good afternoon, Your Honor. Jeff | | 3 | Jonas from Brown Rudnick. A pleasure to be before you | | 4 | again. | | 5 | Those are all acceptable, and I appreciate Mr. | | 6 | Friedman's courtesies with respect to Mr. Kwok. | | 7 | THE COURT: Okay. Thank you. | | 8 | MR. JONAS: Thank you. | | 9 | THE COURT: Attorney Goldman? | | 10 | MR. GOLDMAN: Your Honor, yes, thank you. | | 11 | I just wanted to mention obviously we are not a | | 12 | formal party to this motion. Not a movant or respondent, | | 13 | but we do intend to most decidedly oppose this motion and | | 14 | may want to participate in the evidentiary phase as well as | | 15 | discovery. | | 16 | So I just wanted to make clear I think the moving | | 17 | party doesn't have a problem with our formally intervening | | 18 | as a party to the extent that's necessary, but if everybody | | 19 | could be in agreement that we would be treated as a party | | 20 | for discovery and evidentiary hearing purposes, then I don't | | 21 | think it's necessary. | | 22 | MR. FRIEDMAN: At least, Your Honor, on behalf of | | 23 | PAX, we certainly consent. We've provided discovery or the | | 24 | discovery we've served is I believe on both the committee | | 25 | and the U.S. Trustee. We recognize the committee's and the | | | |

| | 567 | |----|----------------------------------------------------------------| | | 114 | | 1 | trustee's statutory right as well. There's overlap with the | | 2 | motion of the U.S. Trustee, so that's certainly fine by us. | | 3 | MS. CLAIBORN: Your Honor, the dates proposed are | | 4 | fine with the U.S. Trustee. | | 5 | THE COURT: Okay. Thank you. | | 6 | Mr. Jonas? | | 7 | MR. JONAS: Your Honor, not that it's necessary -- | | 8 | Jeff Jonas from Brown Rudnick -- but of course we welcome | | 9 | the committee's involvement in connection with the motion to | | 10 | dismiss. | | 11 | THE COURT: Okay. All right. Thank you. All | | 12 | right. | | 13 | So then what will happen either today or tomorrow | | 14 | is a scheduling order will issue setting forth the dates we | | 15 | just discussed on the record this afternoon. | | 16 | Obviously, those are different from this | | 17 | mornings', and that's fine. You all indicated that you | | 18 | wanted to talk about the dates at the break, and you did, so | | 19 | a scheduling order will enter with the dates and the times. | | 20 | We'll start at 10 a.m. on the 25th and the 26th. | | 21 | And the scheduling order, Attorney Friedman, will | | 22 | say that the moving party expressly consents to a | | 23 | continuance of the hearing to the specific dates, okay, in | | 24 | accordance with 1112(b)(3). | | 25 | MR. FRIEDMAN: Yes, Your Honor. | | | |

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| Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 119 of 567 | |-------------------------------------------------------------------------------------------------| | 115 | | THE COURT: Okay. Thank you. | | And the other thing I should note is that the U.S. | | Trustee's motion for the appointment of an examiner or a | | trustee will also be continued to those dates, the dates of | | the motion to dismiss. Okay? | | MS. CLAIBORN: Thank you, Your Honor. | | THE COURT: So the only thing left on the | | calendar, today's calendar, that we have not addressed is | | the debtor's motion for entry of interim final DIP orders | | for which we are going to conduct an evidentiary hearing. | | So, Mr. Jonas, you may proceed. | | MR. JONAS: Thank you, Your Honor. Jeff Jonas | | from Brown Rudnick on behalf of the debtor. | | Your Honor, one -- perhaps I should call it | | housekeeping matter. I think as you're aware Mr. Kwok has | | the need of an interpreter. We have brought an interpreter | | with us. Her name is Una Wilkinson. She's a 19 -- | | THE COURT: Could you spell her first name for us? | | MR. JONAS: Sure. U-N-A. | | THE COURT: Okay. | | MR. JONAS: It's pronounced Una. | | THE COURT: Okay. | | MR. JONAS: But it's U-N-A. And her last name is | | Wilkinson, W-I-L-K-I-N-S-O-N. | | THE COURT: Thank you. | | |

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MR. JONAS: She's a 1995 graduate of the Westminster University in the U.K. with a degree in translation. In terms of her qualifications, the United Court System of New York State, she's a certified interpreter in both Mandarin and Cantonese. She's on the list of interpreters of the Eastern and Southern District Courts of New York. She's interpreted for the grand jury in multiple trial cases in the Eastern and Southern District Courts, state criminal, New York State Criminal, and New York Civil courts. She has a long list of notable assignments that I won't go through here, Your Honor, but I did want to provide the Court with some background with respect to Ms. Wilkinson's qualifications. THE COURT: Okay. Thank you. MR. JONAS: Your Honor, my suggestion -- although I've never done this before this way, so what do I know -- but perhaps Ms. Wilkinson could sit next to the witness. THE COURT: Yeah. The box is very small, but we can move a chair over there. MR. JONAS: That's what I was thinking, Your Honor. THE COURT: Okay. I don't think we could put two people in the box.

| | 567 | |----|----------------------------------------------------------------| | | 117 | | 1 | MR. JONAS: No. I don't think so. But I'm happy | | 2 | to wheel this chair over if you'd -- | | 3 | THE COURT: That would be great. | | 4 | MR. JONAS: Okay. | | 5 | THE COURT: Sure. | | 6 | MR. JONAS: Thank you. | | 7 | THE COURT: And then does any party have any | | 8 | objection or issue with the qualifications of the | | 9 | interpreter that have just been noted on the record by | | 10 | Attorney Jonas? | | 11 | MR. HARBACH: Your Honor, David Harbach for | | 12 | Pacific Alliance. | | 13 | We have no quarrel with Ms. Wilkinson's | | 14 | qualifications and no reason to question them. However, it | | 15 | is also our understanding that Ms. Wilkinson is Mr. Kwok's | | 16 | personal interpreter and that she has worked with him for | | 17 | quite some time. And we have some concern about bias. | | 18 | And we brought a similarly certified interpreter | | 19 | for use today, one that is -- we hired -- and this is the | | 20 | first time I believe we're using this person. She's here in | | 21 | the courtroom. She's also qualified and certified. | | 22 | And the procedure that we had used in the past, | | 23 | Your Honor, is to utilize the neutral interpreter as the | | 24 | primary interpreter. And then to the extent necessary use | | 25 | Ms. Wilkinson as a check interpreter to the extent there is | | | |

an issue with how something is being interpreted or perhaps a peculiar way how -- in which Mr. Kwok's speaks or something. But that's how we would propose we proceed today. THE COURT: And have you talked about that with Attorney Jonas? MR. HARBACH: No, ma'am. THE COURT: Okay. All right. Well, Attorney Jonas, what's your response to what we just heard from -- MR. JONAS: Yeah. My response, Your Honor, is as follows. First of all, Ms. Wilkinson, I don't think it's fair, and I think she would take some umbrage to any allegation of bias. That's number one. Number two, she's not Mr. -- I don't know what it means to say she's Mr. Kwok's personal interpreter. Has she worked with him quite a bit over the years? And he's been involved in a number of litigation matters as you know or as I think the Court's aware, yes, absolutely. But that being said, my suggestion -- and we fully welcome subject to learning a little bit about the qualifications of the -- PAX's interpreter, I suspect we'll have no objection. But what I would suggest, Your Honor, is that Ms.

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| | 567 | |----|--------------------------------------------------------------| | | 119 | | 1 | Wilkinson will translate for Mr. Kwok. I'll ask the | | 2 | questions, she'll translate. She will translate his | | 3 | answers. | | 4 | And of course I would -- we would welcome what | | 5 | I'll call the check interpreter to the extent there's any | | 6 | issue to raise those. And we'll do the same, Your Honor. | | 7 | They may have -- if they'd like, they can have | | 8 | their interpreter for the I guess I'll call it the cross and | | 9 | we'll have Ms. Wilkinson check if you will. That would be | | 10 | my suggestion, Your Honor. | | 11 | THE COURT: But wouldn't the check essentially | | 12 | just be an objection? I mean, wouldn't it be? | | 13 | I mean, I'm not -- I haven't had two interpreters | | 14 | at one time. I've had one interpreter. | | 15 | But I understand the issue that Attorney Harbach | | 16 | raises. I understand the issue you raise. | | 17 | So in order to try to have the issue proceed, | | 18 | wouldn't it be appropriate for -- for example, if you are | | 19 | going to do a -- conduct a direct examination of the debtor | | 20 | and use Ms. Wilkinson to be translating whatever the debtor | | 21 | is saying in response to your answer? | | 22 | Mr. Harbach, wouldn't it be appropriate to have | | 23 | your translator if she believes it's inaccurate to tell you | | 24 | that and you can object to that and we can address the issue | | 25 | of whether or not that testimony stays part of the record? | | | |

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MR. HARBACH: That's certainly one way to proceed, Your Honor. All we're talking about now is who's doing the primary interpretation in the first instance. THE COURT: Right. MR. HARBACH: And all I can represent to the Court is that on multiple occasions at the 341, and also at the deposition of other witnesses, Ms. Wilkinson has been on standby as the check interpreter and it has worked just fine. MR. JONAS: Your Honor, with all due respect, I don't think saying that the 341 worked just fine is a fair representation. It was a mess. The level of interpretation at the 341, in my opinion, was not good. Ms. Wilkinson was required quite a bit to intervene if you will. We got through it. But I really -- it did not work, that I can assure you. And if you were to read the record, I think you'd agree with me. THE COURT: Well, I don't get the record of the 341 meeting -- MR. JONAS: Understood, Your Honor. THE COURT: -- unless you all decide to get it transcribed and docket it, so I can't speak to that. But the United States Trustee's Office has stood, so I'd like to hear from you, Attorney Claiborn. MS. CLAIBORN: Your Honor, I wanted to confirm

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| | 121 | |----|-------------------------------------------------------------| | 1 | what Attorney Harbach has represented to the Court. | | 2 | And that is that during the course of this case | | 3 | thus far, Ms. Wilkinson has participated on a number of | | 4 | occasions as the personal interpreter to the debtor, and | | 5 | that Ms. Wilkinson did very capably interrupt the | | 6 | proceedings to correct and/or criticize and/or elaborate on | | 7 | the interpretations provided by the interpreter who was the | | 8 | official interpreter for both the meetings. And that | | 9 | happened during both sections of the 341 meeting. | | 10 | THE COURT: So we're not talking about that | | 11 | happening though, are we? | | 12 | I mean, I thought you were saying Ms. Wilkinson | | 13 | was going to be the main interpreter. | | 14 | MR. JONAS: That's what our -- | | 15 | THE COURT: So what happened? I wasn't at -- I | | 16 | mean, I have no idea what happened at the 341 meeting. | | 17 | You had -- the office had an interpreter? | | 18 | MS. CLAIBORN: We hired an interpreter. | | 19 | THE COURT: Okay. That I didn't understand until | | 20 | just now. Okay. | | 21 | MS. CLAIBORN: Correct. | | 22 | THE COURT: So -- | | 23 | MS. CLAIBORN: So the U.S. Trustee's preference | | 24 | would be that we have an independent corroborated -- I mean | | 25 | -- sorry -- an independent interpreter who has no |

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affiliation whatsoever to anything be the primary interpreter. THE COURT: Okay. And that person is the person that PAX has brought today? MS. CLAIBORN: I'm not -- I'm not privy to the qualifications or the interactions between that interpreter and PAX, but I'm sure that Mr. Harbach can address that. THE COURT: Okay, Mr. Harbach, go ahead. MR. HARBACH: We have someone who can fill that role here today, Your Honor, and I'm happy to do a brief voir dire of her and allow counsel also to elaborate on her qualifications. I don't have them committed to memory. THE COURT: I'm not suggesting you should. I'm just trying to figure out how to proceed, right? MR. HARBACH: Yes. Yes. THE COURT: That's what -- that's what I'm trying to do. MR. HARBACH: So the record -- THE COURT: I have obviously no knowledge until you just all told me about what happened at a 341 meeting, right? The 341 meeting transcript isn't in the record. The Court doesn't participate in the 341 meetings, so I have no idea about these issues. And as I had said, you know, a few hearings ago, the issue of the interpreter is an important issue. I

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 127 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 123 | | 1 | raised the issue -- I raised it at some point because it is | | 2 | an important issue. | | 3 | So if the parties don't have an agreement as to | | 4 | how this is going to proceed, then unfortunately I'm going | | 5 | to have to determine how that's going to proceed. And it | | 6 | sounds -- | | 7 | The U.S. Trustee's Office, you hired an | | 8 | interpreter from where? | | 9 | MS. CLAIBORN: Your Honor, the first meeting of | | 10 | creditors I used an interpreter who was provided over the | | 11 | telephone through I think the service is called | | 12 | INTERPRETALK. And then there's a service that the U.S. | | 13 | Trustee Program provides nationwide. You're able to call in | | 14 | and get an interpreter in whatever language you need and | | 15 | that interpreter gets placed onto the telephone line and | | 16 | then interprets. | | 17 | So one of the challenges we had with that process | | 18 | was the fact that the telephone line doesn't always lend | | 19 | itself to the best hearing on either end of it. | | 20 | The second 341 meeting was an in-person | | 21 | interpreter who we hired from another third party in an | | 22 | effort to get somebody in person. | | 23 | THE COURT: Was it in-person? Yes. | | 24 | MS. CLAIBORN: It was. | | 25 | THE COURT: Okay. | | | |

MS. CLAIBORN: It was an improvement. I'm sure that no one would tell you that their experience was 100 percent awesome, but we tried to accommodate the idea that an in-person was a better product than on the telephone line. THE COURT: Okay. Well, it's clear -- as I told all of you I think at a hearing, one or two hearings ago, the Court does not have -- the judiciary is not -- the bankruptcy court anyway is not allowed to spend money to hire an interpreter in a case. It's not allowed by the United States Judicial Conference, the Administrative Office, and then essentially Congress, so the Court can't hire anybody. The issue then becomes the parties having to hire people. We've got two people here today, one of whom two parties have said -- have suggested I should say -- might not be the person that the Court wants to use as the primary interpreter. That's the suggestion. And, Mr. Jonas, you're -- I didn't know any of this, right, that there was a problem with the interpretation or at least a perceived problem with the interpretation by parties who are objecting to the DIP financing motion and that financing coming from a third party. Okay? So it's hard for me to say that -- to agree with

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 129 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 125 | | 1 | what you've just said, Mr. Jonas, when I didn't know that | | 2 | there was a problem. | | 3 | So the issue that I would assume, Mr. Harbach, | | 4 | that you're saying is you want your interpreter to be the | | 5 | primary interpreter? | | 6 | MR. HARBACH: Yes, Your Honor. That's right. And | | 7 | I'll add a couple of other facts for your consideration in | | 8 | making this decision. | | 9 | Number one, that the person who we've arranged to | | 10 | be in court today is from TransPerfect Legal Services. They | | 11 | provide interpreters like this as a matter of course for all | | 12 | different sorts of languages. And the person who was | | 13 | assigned, as I said earlier, I don't believe we even knew | | 14 | her identity until today. | | 15 | So the point is the obvious one, that although we | | 16 | are paying for her, she is not in any way affiliated with us | | 17 | or anything, doesn't know anything about this case other | | 18 | than some names that we've given her ahead of time to listen | | 19 | for. | | 20 | The second thing that I should mention is that Ms. | | 21 | Wilkinson also performed the check interpretation role at | | 22 | our deposition of Yvette Wang, who was the Golden Spring | | 23 | 30(b)(6) representative. And at that deposition, the | | 24 | primary interpreter we hired through a similar agency, not | | 25 | TransPerfect, but I believe it was called Veritext, another |

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| | 126 | |----|---------------------------------------------------------------| | 1 | agency, and that interpreter performed extremely well. | | 2 | There were not the same problems, some of which we | | 3 | encountered at the 341 hearing. | | 4 | So I mention all this to say -- and the reason I | | 5 | mentioned the track record of what we've done thus far is to | | 6 | hopefully illuminate for the Court why we obviously | | 7 | erroneously assumed we would do something similar today. | | 8 | So apologies for this rearing its head without any | | 9 | notice to the Court, but that's our position. | | 10 | THE COURT: Okay. Thank you. | | 11 | Attorney Jonas? | | 12 | MR. JONAS: Yes, Your Honor. Jeff Jonas, Brown | | 13 | Rudnick for the debtor. | | 14 | I'll just add, Your Honor, first of all, I take no | | 15 | offense -- I don't think the Court should either -- with | | 16 | what PAX has had to say. We heard the Court's instruction | | 17 | that the Court couldn't provide interpreters. We both went | | 18 | out -- obviously it would have been great if we had spoken, | | 19 | unfortunately we didn't -- but we both went out and hired | | 20 | interpreters. So that's just the way it is. | | 21 | And, again, I have no reason without further | | 22 | information to question the capabilities of their | | 23 | interpreter. | | 24 | What I would say, Your Honor, in addition to my | | 25 | prior comments, is, as you can imagine, Mandarin is a | | | |

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complicated language I've learned in the few weeks I've had to deal with it. And, yes, Mr. Kwok, there has been -- he's used -- and Ms. Wilkinson is familiar with Mr. Kwok, the way he speaks, and I think it would be particularly helpful to him. Obviously this is a critical hearing. And he's going to be testifying live for the first time in this case. And I think that level, having some level of -- again, without bias -- but simply a level of comfort and understanding as to his tone, his inflection, how he speaks, I think that ultimately will benefit the trier of fact in terms of getting the most accurate translation. I'm not really sure of the relevance of what's happened before. We're here now. He's going to testify for the first time. And on that basis, Your Honor, we, again respectfully -- happy to leave it up to the Court if it comes to that -- but respectfully would prefer and suggest that Ms. Wilkinson be the primary interpreter. THE COURT: Okay. Thank you. MR. JONAS: Thank you. THE COURT: Attorney Harbach, anything else you'd like to add? MR. HARBACH: No, Your Honor. Thank you. THE COURT: Okay. Thank you.

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Well, again, under the circumstances of this case and the arguments that have been advanced with regard to the interpreters, and the fact that the United States Trustee's Office has highlighted some concerns it had -- it experienced is a better term -- word -- I suppose at the 341 meetings, I think -- well, the Court will rule that the interpreter hired by PAX will be the main interpreter and Ms. Wilkinson can be the check interpreter. But we all have to understand that means there's going to be three people up here, okay, and so we're going to have to figure out a way that I think we're going to have the interpreters understand that the questioning is probably going to have to move a little slowly. MR. JONAS: Yes. THE COURT: Okay? That you're going to ask a question, Mr. Jonas, and then Mr. Harbach will answer -- ask a question on cross-exam, and we're going to have to wait for the debtor to respond, then we're going to have to wait for the -- and this is all fine, I'm just explaining to everyone how it's going to work -- that we're going to have to wait for the interpreter. And I don't remember the person's name that PAX has hired. What's the interpreter's name? MR. HARBACH: It's because I haven't put her on the record, Your Honor.

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THE COURT: Okay. MR. HARBACH: It's not an issue of memory. THE COURT: Okay. MR. HARBACH: To be honest, I do not even know her name. THE COURT: Okay. MR. HARBACH: But I know she's in here. THE COURT: Well, then the interpreter to tell us the answer that Mr. Kwok has given in English. And then we'll have to wait to see if Ms. Wilkinson has a problem with it. And if she does, then, you know, we'll have to address it. I think that's all we can do. Okay? I think that's the best we can do given the circumstances of today. MR. JONAS: Your Honor, one question? THE COURT: Yes. MR. JONAS: And I very much appreciate and respect the Court's ruling. Thank you, Your Honor. Just a suggestion so we understand the ground rules, would it be okay if the lawyers step back a little and -- THE COURT: Yes. MR. JONAS: Yeah. And let the -- to the extent -- THE COURT: Absolutely. MR. HARBACH: -- there's an interpretation by the primary of an answer, to the extent Ms. Wilkinson, she can

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| | 130 | |----|--------------------------------------------------------------| | 1 | speak for herself and raise it, I just -- I don't -- I'd | | 2 | prefer we not be on the front lines of it because -- | | 3 | THE COURT: No, I agree. | | 4 | MR. HARBACH: Okay. | | 5 | THE COURT: I think you should step back. And I | | 6 | think we might need another chair too. | | 7 | MR. HARBACH: Yes. Yes. | | 8 | THE COURT: And I don't know if we have another | | 9 | chair readily available at the moment. | | 10 | MR. JONAS: I can provide mine, Your Honor, for | | 11 | now. | | 12 | THE COURT: Okay. You're going to stand the whole | | 13 | time? | | 14 | MR. JONAS: Yes. Well, at least for my direct, | | 15 | and then we'll figure it out. | | 16 | THE COURT: Okay. All right. | | 17 | MR. JONAS: I'll take somebody else's chair. | | 18 | THE COURT: All right. I think that's fair under | | 19 | the circumstances. | | 20 | And just we'll note for the record that once Mr. | | 21 | Jonas -- | | 22 | Someone's bringing in another chair too, so if | | 23 | anybody needs another chair, we'll be all set. | | 24 | Thank you very much. I don't know if we're going | | 25 | to need it, but that's okay. I appreciate you doing that, |

so thank you. UNIDENTIFIED: I'll return it if you don't need it. THE COURT: Thank you. So what's -- so everyone's clear, Mr. Jonas is going to start his presentation on behalf of the debtor on the debtor's -- and I keep calling it shorthand -- but a DIP motion, a DIP motion -- and then he will call his first witness, which I'll -- And then we'll have the interpreters come forward. The interpreters are going to have to note their names for the record. And I'm going to have to make sure that both -- every party -- no one is challenging the qualifications of either one of the interpreters. And then, Mr. Jonas, you'll be able to proceed. Okay? MR. JONAS: Absolutely. Thank you, Your Honor. THE COURT: All right. You can -- you may start, please. MR. JONAS: Well, may we call the interpreters, Your Honor? THE COURT: Sure. Absolutely. MR. JONAS: And we would obviously ask Ms. Wilkinson to come up and I guess take the second chair, right?

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| | 132 | |----|------------------------------------------------------------| | 1 | THE COURT: Yes. So, Ms. Wilkinson, are you in | | 2 | the courtroom? | | 3 | MS. WILKINSON: Yes. | | 4 | THE COURT: Would you please come forward. | | 5 | (Pause.) | | 6 | THE COURT: All right. So one at a time, I'm | | 7 | going to -- the courtroom staff is going to make sure that | | 8 | that microphone can capture at least both the people. | | 9 | Ms. Wilkinson, just because you came first, the | | 10 | courtroom deputy is going to swear you in. Okay? | | 11 | (The check interpreter is sworn.) | | 12 | THE COURT: Okay. Thank you. | | 13 | THE CLERK: Can you just state your name and a | | 14 | business address for the record, please. | | 15 | THE CHECK INTERPRETER: Yes. My name is -- | | 16 | THE COURT: We can't hear you. | | 17 | THE CLERK: I need Ms. Wilkinson. | | 18 | THE COURT: We need Ms. Wilkinson's first. Why | | 19 | don't you come to the microphone. Yeah. | | 20 | THE CHECK INTERPRETER: Name, Una, U-N-A, | | 21 | Wilkinson, W-I-L-K-I-N-S-O-N. | | 22 | THE COURT: Just your business address. | | 23 | THE CHECK INTERPRETER: My business address is my | | 24 | home. | | 25 | THE COURT: Okay. | | | |

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| | 133 | |----|------------------------------------------------------------------| | 1 | THE CHECK INTERPRETER: 6818 Juno Street, J-U-N-O, | | 2 | Forest Hills, New York, New York 01375. | | 3 | THE COURT: Thank you. Thank you very much. | | 4 | Now, if I could have you come home -- I don't | | 5 | know your name. I'm sorry. If you could tell me your name. | | 6 | THE MAIN INTERPRETER: Sure. Your Honor, my name | | 7 | is I Ching Ng, the spelling is I-C-H-I-N-G, last name is N | | 8 | G. | | 9 | THE COURT: N-G. Okay. And could you tell us | | 10 | your business address, please. | | 11 | THE MAIN INTERPRETER: Sure. It's 450 Lexington | | 12 | Avenue, Unit 3294, New York, New York 10163. | | 13 | THE COURT: And the company you work for? | | 14 | THE MAIN INTERPRETER: Today I'm representing | | 15 | TransPerfect. | | 16 | THE COURT: TransPerfect. Okay. | | 17 | THE MAIN INTERPRETER: Yes. | | 18 | THE COURT: The courtroom deputy is going to swear | | 19 | you in. Okay. | | 20 | THE CLERK: Raise your right hand, please. | | 21 | (The main interpreter is sworn.) | | 22 | THE COURT: Okay. Thank you. | | 23 | You can take off your coat. You know. You don't | | 24 | have to be -- whatever you're more comfortable in, but I'm | | 25 | going to have you sit right next to the witness chair. And |

Ms. Wilkinson is going to sit to your right. Okay? And now, both of you, what I'm going to ask you to do -- you don't know this, but we only -- our record comes through the microphone. So once the witness, Mr. Kwok, speaks, after he speaks and you interpret, you're going to have to speak into the microphone. And so, Ms. Wilkinson, it might be that you have to come up and stand at this microphone if Mr. Jonas steps (indiscernible) -- because if we can't hear you, we're going to have to stop you. Don't worry about that, that happens sometimes. We have -- this is -- our only record is through a microphone. So if I stop you, it's not because you've done anything wrong, it's because we weren't able to hear or for whatever reason. Okay? I just want to -- I know you haven't done this before -- or maybe not in this courtroom -- but we can only -- we don't have a transcriber. We don't. We have to get everything on the record this way. And if we don't get it, then we have to stop and make sure it's on the record. Okay? THE CHECK INTERPRETER: Okay. THE COURT: So do either of you have any questions? THE MAIN INTERPRETER: So that means I can use this microphone, right?

THE COURT: Yeah. You can. And it will be after -- there's another microphone here too. Okay. Great. Okay. That will be helpful for Ms. Wilkinson too. Great. Thank you. After Mr. Kwok has answered the question, then, yes, you can -- that's why we turned the microphone a little bit so it will be able to pick up your voice as well. If for some reason we're wrong and it doesn't pick up your voice, we'll figure out where to get you to stand so we can understand what you're saying as well. THE MAIN INTERPRETER: Okay. THE COURT: Okay? Does that make sense to both of you? (No audible response.) THE COURT: Okay. I just want to make sure. If you have any questions, please let me know before we begin. Okay? All right. All right. Hearing no questions, then what else do we need to do? THE CLERK: I have a note here we're going to have the witness (indiscernible). THE COURT: I think Mr. Jonas is going to call his witness, so there you go. MR. JONAS: Yes, Your Honor. If we're ready, I'm happy to do that.

THE COURT: Yes. Go right ahead. MR. JONAS: Thank you. Your Honor, we would -- the debtor would call Ho Wan Kwok to the witness stand. THE COURT: Okay. Mr. Kwok, if you'd come forward, please. MR. KWOK: Good afternoon, Your Honor. THE COURT: Good afternoon, sir. Now, Mr. Kwok, you can just stand when you get in there, please. And then you're going to raise your right hand and listen to the courtroom deputy. She's going -- You'll interpret it -- but this is the person who is speaking to you right now. THE CLERK: I'm sorry. You know. THE COURT: It's okay. It's not a problem. THE CLERK: Let me just get my notes. I'm so sorry. THE COURT: And you can break it down if you would like so that the interpreter can break it down for Mr. Kwok. Okay? THE CLERK: Okay. THE COURT: You can say a few words at a time, and that will be helpful I think for Mr. Kwok to understand as well. HO WAN KWOK, SWORN THE COURT: Okay. Thank you. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 140 of

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| | 137 | |----|-----------------------------------------------------------------| | 1 | THE CLERK: State your name and address for the | | 2 | record, please. | | 3 | THE MAIN INTERPRETER: The interpreter would like | | 4 | to get a spelling for the address from Mr. Kwok. | | 5 | THE COURT: The spelling? | | 6 | THE MAIN INTERPRETER: Yeah. | | 7 | THE COURT: Yeah. Go ahead. You can ask him. | | 8 | THE WITNESS: The name is Kwok, K-W-O-K. First | | 9 | name is Ho Wan, H-A -- I'm sorry -- H-O W-A-N. The address | | 10 | is in Technic(ph)[sic], Connecticut, but I don't know how to | | 11 | spell it. | | 12 | THE COURT: I didn't hear what you said. What | | 13 | Connecticut? I think it's Greenwich, Connecticut. Is that | | 14 | what you think you heard? | | 15 | THE WITNESS: The street number is 373, but I | | 16 | don't remember the street name. That's in Greenwich, | | 17 | Connecticut. | | 18 | THE COURT: Okay. | | 19 | MR. JONAS: Your Honor, I believe it's Taconic. | | 20 | THE COURT: I think it's Taconic, yes. | | 21 | Okay. Thank you. Thank you. All right. | | 22 | You may be seated. | | 23 | THE WITNESS: Thank you, Your Honor. | | 24 | THE COURT: Okay. | | 25 | MR. JONAS: Your Honor, may I -- is the microphone |

Kwok - Direct 138 -- I'm just wondering if it will pick up Mr. Kwok? THE COURT: I think if he just leans a little toward it -- MR. JONAS: Okay. THE COURT: -- so that we can get both of them. MR. JONAS: Okay. Okay. THE COURT: Okay. (Pause.) DIRECT EXAMINATION BY MR. JONAS: Q Good afternoon, Mr. Kwok. Mr. Kwok, why did you file this Chapter 11 bankruptcy case? A First of all, I would like to take the opportunity -- first of all, I would like to say that I'm very excited today. This is the first time I get to appear in this case. It's been going on for five years. And I appreciate this opportunity. And also excited that I couldn't sleep last night. THE COURT: Thank you. BY MR. JONAS: Q I'll just -- I'll repeat my question. Mr. Kwok, why did you file this Chapter 11 bankruptcy case? A In early February this year, at the Southern District Court, the judge made a judgment asking me to pay \$120 million in five days. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 142 of

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| | 567 | |----|--------------------------------------------------------------| | | Kwok - Direct 139 | | 1 | THE CLERK: Excuse me, Your Honor. I need to | | 2 | interrupt to the extent that there's a message that we're | | 3 | not hearing the interpreter. Although I can hear | | 4 | (indiscernible), we're getting messages that we cannot hear. | | 5 | THE COURT: Okay. | | 6 | MR. JONAS: May I make a suggestion, Your Honor? | | 7 | THE COURT: Sure. | | 8 | MR. JONAS: I'm not sure that what -- I think all | | 9 | we really need to hear is the interpreter as long as she | | 10 | hears Mr. Kwok. So my suggestion would be that I can turn | | 11 | the microphone directly to the interpreter and we'll pick up | | 12 | the interpreter since that's really all that's I think | | 13 | important. | | 14 | THE COURT: I think that makes -- let's try it. | | 15 | MR. JONAS: Okay. | | 16 | THE COURT: Okay. | | 17 | MR. JONAS: We'll try it. | | 18 | THE COURT: Let's try that. Okay. | | 19 | MR. JONAS: Thank you for your patience. | | 20 | THE COURT: Okay. No. Thank you. | | 21 | (Pause.) | | 22 | MR. JONAS: I just want to -- I don't know where | | 23 | we left off. | | 24 | THE COURT: Yeah. | | 25 | MR. JONAS: I can -- I think he was in the middle | | | |

Kwok - Direct 140 of the answer, so shall we start again? THE MAIN INTERPRETER: If you wouldn't mind. MR. JONAS: Be happy to. THE COURT: That would be helpful. Thank you. MR. JONAS: Sure. BY MR. JONAS: Q Let's just go back, Mr. Kwok. Mr. Kwok, why did you file this Chapter 11 bankruptcy case? A In February of 2020, the judge at the Southern District Court made a judgment for my case with PAX and the judgment asked me to pay \$120 million of fines within five days. THE MAIN INTERPRETER: Let me clarify the figure with Mr. Kwok. Okay. Let me clarify. That should be 124 million. THE COURT: Okay. Thank you. THE WITNESS: Under such circumstances, I had no choice. And in order to quickly resolve and fairly to resolve the debt issues with my debtors -- I have many debtors -- that's one of the choices I had to make, even though I have no choices, to resolve the issues of the creditors. THE COURT: Okay. MR. JONAS: Your Honor, I just want to make sure. I actually think it's working okay. I just want to make sure the Court's satisfied and -- Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 144 of

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| | 567 | |----|-------------------------------------------------------------| | | Kwok - Direct 141 | | 1 | THE COURT: I can hear. It's really the courtroom | | 2 | deputy and the recordings that make sure that it's getting | | 3 | picked up. | | 4 | THE CLERK: Yes. | | 5 | THE COURT: Okay. | | 6 | MR. JONAS: But I think also the corrections from | | 7 | Ms. Wilkinson, I think this is -- the system is working. | | 8 | THE COURT: That's fine. Yes, I agree. | | 9 | MR. JONAS: Okay. Thank you, Your Honor. | | 10 | THE COURT: Okay. Thank you. | | 11 | BY MR. JONAS: | | 12 | Q Were you finished with your answer? I just want to | | 13 | make sure, Mr. Kwok, as to why you filed this Chapter 11 | | 14 | case? | | 15 | A Yes, I'm done. | | 16 | Q Okay. Thank you. Mr. Kwok, have you taken public | | 17 | positions critical of the Chinese Communist Party or what's | | 18 | commonly referred to as the CCP? | | 19 | A Yes. | | 20 | Q And why have you done that? | | 21 | A During the Tiananmen Square democratic protest in 1989 | | 22 | in China, I funded the students. Because of that, I was | | 23 | arrested and I was jailed for 22 months, and my younger | | 24 | brother was killed. | | 25 | And since my parents were tortured by the CCP, and | | | |

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| 567 Kwok - Direct 142 | |--------------------------------------------------------------| | during my arrest I've witnessed that many student protesters | | | | were being killed, and because of that I've sworn that I | | need to eliminate the Chinese Communist Party. | | Q Mr. Kwok, in connection with your activities opposing | | the CCP, have you done and do you do broadcasts in | | opposition to the CCP? | | A In the past five years, I've made more than 5,000 live | | broadcasts with thousands of hours of air time to criticize | | the CCP regarding the corruptions and to expose them to the | | world. | | And I also talked about the massacre in | | (indiscernible) and also in Hong Kong and how they conducted | | spying activities in the West, in U.S., and human right | | violations. | | Q How many people have watched or viewed your broadcasts? | | A I feel tens of millions, hundreds of millions. | | Q Does being an outspoken public critic of the CCP put | | you at risk? | | A It has a huge risk. | | Q And what are those risks? | | A On January 10, 2015, these people behind me, the two | | people who (indiscernible), and they also paid the lawyer's | | fee, by the name of Wu Zheng (ph), he spied on me. | | And my family members were arrested, including my | | wife, my daughter, and hundreds of my colleagues were | | |

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Kwok - Direct 143 arrested as well, and my family assets were being seized. And they said to me that if I don't collaborate with the Chinese Communist Party they would kill me. THE MAIN INTERPRETER: The interpreter would like to clarify a few names with the witness. THE COURT: Sure. Go right ahead. THE WITNESS: Bernard Wu, he was the former partner of an investigation company called CGI and he worked with (indiscernible) and also they were involved in this investigation. And also they were -- THE MAIN INTERPRETER: Let me clarify a term with Mr. -- MR. HARBACH: Your Honor, I realize that interpretation is being clarified, but we'll interpose an objection as to relevance and non-responsiveness. The question, if memory serves, were what are the risks? And it's not clear at all to me that this answer is responsive to that question or relevant to the purposes of this hearing. THE COURT: I understand. I'm going to allow this question and the answer and then we'll move on to the relevant issues for the DIP filings. MR. JONAS: Your Honor, I couldn't agree more. I was just trying to provide some background and this was the last question on this topic.

Kwok - Direct 144 THE COURT: Okay. Go right -- go right ahead. But may I ask you, the interpreter -- THE MAIN INTERPRETER: Yes. THE COURT: -- there was a name that you said. I don't know if I heard you. Was it Bernard Wu, is that the name? THE MAIN INTERPRETER: Yes. Mm-hmm. THE COURT: All right. Can we -- can you just spell that for the Court, please. THE MAIN INTERPRETER: Let me clarify the spelling with Mr. Kwok. THE COURT: Sure. THE WITNESS: Bruno Wu. THE COURT: Bruno. THE WITNESS: B-R-U-N-O, last name is W-U. THE COURT: Thank you. BY MR. JONAS: Q Thank you, Mr. Kwok. THE MAIN INTERPRETER: Yeah. I'm sorry. I haven't finished my translation already. THE COURT: Okay. Go ahead. MR. JONAS: My apologies. THE WITNESS: And regarding the Puff (ph) case, Bruno Wu Partners was also involved, and also concerning the case with the Department of Justice about trying to get Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 148 of

Kwok - Direct 145 President Trump to extradite me. And I would like to say that in the past five years I was in dire, extreme risky situation. There were numerous moments where somebody came to my residence and wanted to harm me. And I don't want to take the time to elaborate on that. THE COURT: Okay. BY MR. JONAS: Q Thank you, Mr. Kwok. Let's move on. Do you have the financial ability to satisfy all of the liabilities asserted against you in this case? A No. Q Are you aware of allegations that you have the appearance of being a wealthy man? A Yes. Q And in this case, you've disclosed that you have very few -- is it true that in this case you've disclosed very few assets? A Yes. Q Can you explain that contradiction? A In 1989, I was arrested during the (indiscernible) movement because I participated in a campaign. And then I emigrated to Hong Kong in the year 2000. And then from 2015 until now, I have mobilized campaigns to eliminate the Chinese Communist Party, Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 149 of

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 150 of 567 | |----|-------------------------------------------------------------------------------------------------| | | Kwok - Direct 146 | | 1 | therefore, I'm the notably known number one enemy of the | | 2 | CCP. And because of that, there's no way I can hold any | | 3 | assets. | | 4 | Q But, sir, you -- again, I want to come back to my | | 5 | question about the alleged appearance that you have the | | 6 | means to live well and yet you've disclosed very few assets. | | 7 | Where are you -- where are you getting the means to support | | 8 | yourself? | | 9 | A Right now, I'm in a very special circumstances. It's | | 10 | very unique. I'm in the phase of the campaign to eliminate | | 11 | the Chinese Communist Party. | | 12 | And my son and my daughter and my family business | | 13 | have been very successful. And these are very unique | | 14 | (indiscernible). And my family loves me and they are | | 15 | supporting me with my living expenses and with the campaign | | 16 | to rejoin that is necessary. | | 17 | And in the past five years, the Chinese Communist | | 18 | Party have conducted multiple investigations against my | | 19 | family, and also publicly scandalized me. However, they | | 20 | never said -- they never disclosed my assets or cited that I | | 21 | committed any crime. | | 22 | Q Mr. Kwok, are you familiar with your request for debtor | | 23 | in possession or DIP financing in this case? | | 24 | A Yes. | | 25 | Q And who is the proposed DIP lender? | | | |

| | Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 151 of 567 | | |----|---------------|--------------------------------------------------------------------------------|--| | | | Kwok - Direct 147 | | | 1 | A | New York Golden Spring. | | | 2 | Q | And let me ask you, what is Golden Spring New York, | | | 3 | Limited? | | | | 4 | A | This is a company owned by my son. He set up that | | | 5 | | company to invest in New York, and also to help the family, | | | 6 | | and also to handle family affairs in the west. | | | 7 | Q | Okay. And did you assist him in setting up Golden | | | 8 | Spring? | | | | 9 | A | Yes. | | | 10 | Q | And were any of your funds used to set up Golden | | | 11 | Spring? | | | | 12 | A | I was at one point authorized to transfer funds to help | | | 13 | | Golden Spring and to transfer funds to J.P. Morgan. | | | 14 | Q | But those funds -- strike that. | | | 15 | | Were those funds yours? | | | 16 | A | No. | | | 17 | Q | Whose funds were they? | | | 18 | A | My son's. | | | 19 | Q | Do you own Golden Spring? | | | 20 | A | No. | | | 21 | Q | Do you control Golden Spring? | | | 22 | A | No. | | | 23 | Q | Do you work for Golden Spring? | | | 24 | A | No. | | | 25 | Q | Has Golden Spring lent money to you in the past? | | | | | | |

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| | | 567 | | |----|---|--------------------------------------------------------------------|--| | | | Kwok - Direct 148 | | | 1 | A | Yes. | | | 2 | Q | And for what purpose? | | | 3 | A | It was because in the past few years there were many | | | 4 | | lawsuits, numerous lawsuits, from the Chinese Communist | | | 5 | | Party against me, so I had to get the loan, the borrowings, | | | 6 | | from New York Golden Spring to pay these lawyers' fees. | | | 7 | | MR. JONAS: Your Honor, may I -- I know I'm | | | 8 | | parched. May I provide this to Mr. Kwok? Thank you. Thank | | | 9 | | you, Your Honor. | | | 10 | | BY MR. JONAS: | | | 11 | Q | Mr. Kwok, does Golden Spring pay your living expenses? | | | 12 | A | Yes. | | | 13 | Q | Why? Why would Golden Spring do that? | | | 14 | A | It is because during this time I am in this campaign to | | | 15 | | eliminate Chinese Communist Party and of course there's no | | | 16 | | choice. | | | 17 | | And at the same time, my son loves me very much. | | | 18 | | I am his only father. So that's why the company has been to | | | 19 | | pay the living expenses. | | | 20 | Q | And are you familiar with Lamp Capital? | | | 21 | A | That is my son's company. | | | 22 | Q | And do you work for Lamp Capital? | | | 23 | A | No. | | | 24 | Q | Do you control Lamp Capital? | | | 25 | A | No. | | | | | | |

| | Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 153 of 567 | |----|---------------|--------------------------------------------------------------------------------| | | | Kwok - Direct 149 | | 1 | Q | Has Lamp Capital lent you money in the past? | | 2 | A | Yes. | | 3 | Q | For what purpose? | | 4 | A | Yes. To pay one million U.S. dollars to be our law | | 5 | | firm to handle my bankruptcy case. | | 6 | Q | Are you aware that certain pleadings have been filed in | | 7 | | this case alleging that you have a connection to G Music? | | 8 | A | I am a volunteer for G Music. I sing many songs about | | 9 | | eliminating the Chinese Communist Party for G Music. | | 10 | Q | And are you -- strike that. | | 11 | | What is your connection, if any, to Himalayan | | 12 | | Exchange? | | 13 | A | I am the advisor and promoter. | | 14 | Q | And what is your connection, if any, to GETTR, G-E-T-T | | 15 | R? | | | 16 | A | I am the advisor and one of their promoters. | | 17 | Q | And is your -- is the activities that you take in | | 18 | | connection with these entities all part of your public | | 19 | | opposition to the CCP? | | 20 | A | Regarding all these companies that have been mentioned, | | 21 | | I work with my (indiscernible) for the purpose of | | 22 | | eliminating the Chinese Communist Party, so I sort of the | | 23 | | promoter for the cause. | | 24 | Q | Do you get paid from any of these entities? | | 25 | A | No. |

| Case 22-50073 | | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 154 of 567 | |---------------|------|--------------------------------------------------------------------------------| | | | Kwok - Direct 150 | | 1 | Q | Do you dispute some of your creditors' claims against | | 2 | you? | | | 3 | A | Yes. | | 4 | Q | Prior to this bankruptcy, do you recall being examined | | 5 | | under oath in connection with some of the litigations that | | 6 | | you're involved with? | | 7 | A | Yes. | | 8 | Q | Do you recall invoking your Fifth Amendment right | | 9 | | against self-incrimination in connection with some of those | | 10 | | examinations? | | 11 | A | Yes. | | 12 | Q | At your recent 341 meetings, did you assert your Fifth | | 13 | | Amendment right at all? | | 14 | A | No. I did not use it at all. | | 15 | Q | And why is that? | | 16 | A | Because with the bankruptcy case, there's a need for | | 17 | | more transparency and fairness. And also the fact that | | 18 | | disclosing more of my financial information can help handle | | 19 | | the relationship with various debtors, so I hope the judge | | 20 | | -- I'm sorry -- creditors -- and I hope the judge and also | | 21 | | all the creditors can know all this information so that we | | 22 | | can do it in an open manner. | | 23 | Q | And I want to return to the DIP. Can you briefly | | 24 | | describe how the DIP loan initially was arranged? | | 25 | A | When I learned that the judge at the Southern District | | | | |

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| | 567 | |----|----------------------------------------------------------------| | | Kwok - Direct 151 | | 1 | Court imposed a fine of 124 million and asked me to pay it | | 2 | off in five days, I asked my lawyer and my son to make | | 3 | contacts to help me to resolve this loan. | | 4 | Q And was that what resulted ultimately in the DIP loan | | 5 | that's before the Court today? | | 6 | A Yes. | | 7 | Q And briefly, what is your understanding of the current | | 8 | proposed terms of the DIP loan? | | 9 | A Regarding the loan amount, that is an \$8 million and an | | 10 | \$1 million, the \$8 million and the \$1 million were being | | 11 | prioritized to fairly to pay all the creditors, and also any | | 12 | fees that incurred for other third parties due to this | | 13 | bankruptcy case, such as the lawyers and other | | 14 | professionals. And to add onto that -- and the one million | | 15 | is the donation. | | 16 | Q And do you understand whether the DIP loan can be paid | | 17 | back before creditors or ahead of creditors? I'm not sure | | 18 | how that translates, but. | | 19 | A No. That is not allowed. | | 20 | Q And do you understand whether the DIP loan can be used | | 21 | to fund an examiner if an examiner is appointed in this | | 22 | case? | | 23 | A Yes. That is feasible. | | 24 | Q And do you understand whether the DIP loan can be used | | 25 | to pay the creditors committee's professionals in this case? | | | |

| Case 22-50073 | | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 156 of 567 | |---------------|---|--------------------------------------------------------------------------------| | | | Kwok - Direct 152 | | 1 | A | Yes. | | 2 | Q | And do you understand whether the DIP loan can be used | | 3 | | to pay the United States Trustee fees that will be due in | | 4 | | this case? | | 5 | A | Yes. | | 6 | Q | As you sit here today, do you think it's likely that | | 7 | | the DIP loan will be repaid? | | 8 | A | (Indiscernible.) | | 9 | Q | And why would Golden Spring do this? | | 10 | | MR. HARBACH: Objection. That calls for | | 11 | | speculation. | | 12 | | THE COURT: I'll allow it. | | 13 | | THE WITNESS: Regarding Golden Spring, that is a | | 14 | | company owned by my son. And he has only one father. And | | 15 | | our family has gone through many hardships. And in facing | | 16 | | the suppression of the Chinese Communist Party. | | 17 | | And also because of his personal considerations | | 18 | | and Chinese family values, he wants to safeguard of the | | 19 | | interest of the family and me and his mother. Otherwise, I | | 20 | | would have been thrown into jail and been killed. | | 21 | | BY MR. JONAS: | | 22 | Q | Do you know if the \$9 million of DIP loan proceeds are | | 23 | | now available? | | 24 | A | I know that the money has arrived yesterday, but I'm | | 25 | | not sure whether it has landed in the escrow account of the |

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Kwok - Direct 153 lawyer. I know that the money has started to arrive yesterday. I'm not sure whether it has already reached the escrow account of the counselors. Q Do you believe that any other party, that is, other than Golden Spring, would provide a DIP loan on better terms than are provided here? MR. HARBACH: Objection. Speculative. THE COURT: I'm going to allow it, and I'll give it whatever weight I think is appropriate. THE WITNESS: No. BY MR. JONAS: Q Mr. Kwok, you mentioned an examiner, do you support the appointment of an examiner in this case? A Yes. Q And why is that? A And since the first day of this case until now, this is the only moment that I feel secure, I feel safe, because I have a chance to speak for myself here. And also because my goal to eliminate the Chinese Communist Party, I need the chance to voice, to make noise, and this judicial system provided that platform. And I understand the U.S. legal system and -- so that it will offer a chance to have a fair and transparent and more professional way to resolve my debt issues with the

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Kwok - Direct 154 creditors. Q If the DIP financing is not approved, do you have any other source to pay the costs and expenses of this Chapter 11 case? A No. Q Have you filed a proposed plan of reorganization? A Yes. Q And do you believe having the DIP loan in place is necessary and will facilitate the prosecution or your plan moving forward? A Yes. MR. JONAS: Your Honor, I have no further questions right now on direct. I would ask, if it's convenient for the Court at some point, just to take a short break? `I do appreciate Mr. Kwok needs to be instructed not to speak with anyone, and that's fine. I just want to make sure he and I have an opportunity to take a quick break if we may. THE COURT: Opposing counsel have an objection to that? MR. HARBACH: Not at all, Judge. THE COURT: Okay. Then if there's no objection, that's fine. So how much time would you like?

Kwok - Direct/Cross 155 MR. JONAS: Oh, just five or ten minutes, Your Honor. THE COURT: Well, it's ten of three. Would you like to come back at three? MR. JONAS: That would be fine. And I appreciate the courtesy, Your Honor. THE COURT: Okay. We're going to take a quick recess until 3 p.m. Okay? All right. All right. Court is in recess until three. (Recess from 2:47 p.m. until 3 p.m.) THE COURT: All right. So we can go back on the record after recess, please. THE CLERK: Yes. We're still on case Number 22- 50073 Ho Wan Kwok. We are in court after (indiscernible). THE COURT: Okay. Mr. Harbach, you ready to proceed? MR. HARBACH: Yes, Your Honor. May I inquire? THE COURT: Yes, please. Go right ahead. CROSS-EXAMINATION BY MR. HARBACH: Q Good afternoon, Mr. Kwok. I'd like to start by talking about an entity Mr. Jonas asked you about, called GETTR. Do you know the entity I'm talking about, sir? A First of all I want to say, good afternoon, sir, and I do know GETTR. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 159 of

Kwok - Cross - Harbach 156 Q Okay. What is GETTR? A It's a social media platform. Q I believe you testified on direct that you were an advisor and promoter to GETTR. Is that right? A Yes. Q When did GETTR launch its platform? A 2021. Q Does the -- approximately the summer of 2021 sound about right to you? A I cannot remember. Q Okay. How was GETTR funded initially? A I don't know. Q Were you involved in donating any money to GETTR? A No. Q Did you help raise any money for GETTR from others? A No. Q Did your family make any donations or payments to GETTR related to the startup? A No. Q What's Himalayan Exchange? A It's an online company for the trading or the exchange of digital currency. Q Did you found it? A No. Q Were you among those who helped found it? Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 160 of

Kwok - Cross - Harbach 157 A No. Q Okay. What's Himalaya Coin? A That is a digital currency on the Himalaya Exchange. Q So Himalaya Exchange is a platform that supports trading of Himalaya Coin. Is that fair? A Yes. Q Okay. And do you know about a music video called HCoin to the Moon? THE MAIN INTERPRETER: I'm sorry, counselor, can you repeat -- BY MR. HARBACH: Q HCoin -- oh, the witness knows. A I know. Q Okay. That was a successful and popular music video, wasn't it? A Yes. Q And it features you, does it not? A I was a small portion of it. Q You feature prominently in the video, don't you, sir? A I only spoke -- I only spoke one line. Q And did you have any role in producing the song? A I only sang one line. In fact, this song, HCoin to the Moon, took 30,000 people to complete. Q Isn't it true that HCoin to the Moon has been a very popular download on iTunes for example? Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 161 of

Kwok - Cross - Harbach 158 A What do you mean by a lot or very popular? Q Wasn't HCoin to the Moon at one point in the top 10 downloads on Apple iTunes? A Yes. Q Okay. So it made lots of money. A I don't know. Q And I take it then, your testimony will be that you received no money in connection with royalties from that song? A Yes. Q You mentioned your invocation of the Fifth Amendment earlier. Do you recall that testimony? A Yes. Q And you understand, do you not, that the purpose of the Fifth Amendment is a protection in circumstances where truthful testimony might incriminate you. MR. JONAS: Objection, Your Honor. THE COURT: What basis? MR. JONAS: He's asking for legal conclusion. I don't think the witness is -- THE COURT: No, I think he was asking for -- he asked him what his understanding is, so I'll -- MR. HARBACH: Thank you, Your Honor. THE COURT: -- overrule that objection. THE WITNESS: No, that's not the case. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 162 of

Kwok - Cross - Harbach 159 BY MR. HARBACH: Q Okay. What is your understanding of the purpose of invocation of the Fifth Amendment? A I requested to use the Fifth Amendment under the advice of my counsel. Q Well, I understand that and believe me, I'm not intending to ask about communications with your counsel about whether you should invoke it or not, that's privileged. But I -- but your counsel made a point of establishing on direct examination that you had evoked the Fifth Amendment in the past but did not do so at the 341 meeting. And you said it was because you wanted to be more transparent. MR. JONAS: Objection, Your Honor. THE COURT: On what basis? MR. JONAS: I don't think there have been questions the last two -- he's -- Mr. Harbach has made statements, but there's been no question in the last two alleged questions. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 163 of

MR. HARBACH: I'm just pausing for the interpreter, Your Honor, instead of asking one great big long question, I'm leaving time for her to --

THE COURT: I'm not sure it's not a question. I mean, you're asking him what he said. I don't -- I'm not

Kwok - Cross - Harbach 160 sure it's not a question, so I think let's let it go and see how we -- where we get to, okay? BY MR. HARBACH: Q The question, sir, is, what is your understanding of the reason one would invoke the Fifth Amendment? A I don't understand this question. Q Do you understand what -- do you have an understanding of what the Fifth Amendment is? A I know. Q Do you know what it means to invoke the Fifth Amendment? A The U.S. law gives the right to the people to do so. Q That's absolutely right, and what I'm trying to understand is a right to do what? What is it -- what is the reason that one might invoke the Fifth Amendment, according to your understanding? MR. JONAS: Objection, Your Honor. Again, I -- and I respectfully -- I -- I'm not trying to interrupt, but I do need to preserve my objections for the record. I don't think it's appropriate to ask a witness -- he's now asked, I don't know, 10 questions relating to the Fifth Amendment, his understanding. Obviously, some of that is privileged to the extent his understanding comes from us. THE COURT: He's not asking for privileged Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 164 of

Kwok - Cross - Harbach 161 information. He made that clear. And I think it's a relevant question and I'm overruling your objection. MR. JONAS: Fair enough. Thank you. THE COURT: You did open the door on direct examination to this issue. MR. JONAS: Understood, Your Honor. THE COURT: Okay. MR. JONAS: And that's why I -- at the beginning, I let it go but we're kind of deep into this and I'm not sure where it's going. THE COURT: I -- but he hasn't gotten an answer yet. MR. JONAS: Thank you, Your Honor. THE COURT: Okay. BY MR. HARBACH: Q Would you like me to repeat the question, sir? THE MAIN INTERPRETER: Yes. Yes, please. This is the interpreter. MR. HARBACH: Sure. BY MR. HARBACH: Q What is your understanding of what it means to invoke the Fifth Amendment? A I listen to my counsel -- I listened to my counsel's advice. Q Okay. Well, I think I'll move on. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 165 of

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| | 567 | |----|---------------------------------------------------------------| | | Kwok - Cross - Harbach 162 | | 1 | At the very beginning of your examination, when you | | 2 | were asked why you filed this Chapter 11 case, you mentioned | | 3 | that it was because a judge in New York ordered you to pay a | | 4 | \$124 million fine in five days. Do you recall that | | 5 | testimony? | | 6 | A Yes. | | 7 | Q And I don't want to go too deep into this, except to | | 8 | say that there was a judgment in place against you because | | 9 | of a decision that was made by the judge against your side | | 10 | of the lawsuit, correct? | | 11 | A Are you talking about a judgment from the Seventh | | 12 | District of New York? I know that one. | | 13 | Q Well, I'm talking about a judgment from the Supreme | | 14 | Court of the State of New York, Justice Barry Ostrager | | 15 | presiding. | | 16 | A Yes, I know that. | | 17 | Q Okay. And so, there were actually -- there are two | | 18 | judgments that have been issued. One was a partial summary | | 19 | judgment in connection with PAX's breach of contract claim. | | 20 | Do you remember that? | | 21 | A Are you talking about me breaching the contract? | | 22 | Q I'm merely trying to illustrate that there are two | | 23 | judgments against you from the New York Supreme Court. I'm | | 24 | not asking you to admit whether you agree with them or not. | | 25 | I'm just asking if you know of their existence. |

Kwok - Cross - Harbach 163 A Yes. Q Okay. You understand that one of them is a judgment in connection with a contempt finding, right? A Yes. Q Okay. And did you attempt to file an appeal bond in connection with that contempt judgment? A Yes. Q How much was it? A Are you talking about appeal bond? Q Yes. A I don't understand what you mean by appeal bond. Q Do you know what an appeal bond is? A So are you asking about me -- about the case of contempt of court issued by Justice Ostrager? Q That is correct. And my question is, did you file or attempt to file an appeal bond in connection with that judgment? A My counsel is working on it, but I don't know the details. Q So as far as you understand, it has not been done yet, to your knowledge. A We already appealed against a judgment of Justice Ostrager. Q I understand that. MR. HARBACH: And I'll move on very shortly, Your Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 167 of

Kwok - Cross - Harbach 164 Honor. BY MR. HARBACH: Q Just so we're clear, my question is not about whether you appealed the decision, it's about whether you posted an appeal bond. Now, a moment ago you said that you believed your attorneys were working on it, which is fine. A Yes. Q Okay. And so all I want to establish is that they're working on it. To your knowledge, it hasn't been done yet, correct? A My counsel is handling this matter. Q Understood. Thank you. One other piece of cleanup from direct. Mr. Jonas asked you about the risks to you as a result of your opposition to the CCP, and among the things you said was that your family was arrested and that the CCP seized your family's assets. Do you recall that testimony? A Yes. Q Some of those assets were yours as well, correct? A No. Q So is it your testimony that the CCP has seized none of your assets? A Yes. Q Okay. Only your family's assets. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 168 of

Kwok - Cross - Harbach 165 A Yes. Q Because of your conduct. A Yes. Q Golden Spring New York was set up in March of 2015, correct? A Yes. Q And I believe you said on direct that it's -- it was an investment firm? A At the time, one of the functions served by this company was to look for investment opportunities in the US for the family. Q And since March of 2015, how many successful investment opportunities have -- has Golden Spring carried out? A We had some cases whereby we were almost successful. However, because of Bruno Wu representing the Chinese Communist Party to make phone calls and make threats, so they were in futile. Q I didn't hear the last word. They were -- A In futile. Q They were futile? THE INTERPRETER: Yeah. BY MR. HARBACH: Q Okay. So is the answer to my question that there have been no successful investments by Golden Spring since it was set up in March of 2015? Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 169 of

Kwok - Cross - Harbach 166 A I don't know what happened after 2015. Q Okay. So is the answer to my question that you have no idea whether Golden Spring has had any successful investments since 2015? A Yes. Q This is the company that you say is owned by your son? A Yes. Q The son whose love and goodwill has resulted in their generosity to you, according to you? A Yes. Q A son with, given that, you're pretty close? A Yes. Q You've never asked him about how the business is going or what they're interested in investing in? A That has to do with his partner, Bruno Wu, who went to London and -- with many people, there were Chinese spies from the Chinese Communist Party and try to kill them. And in 2015, my daughter, my wife were arrested and -- because of this -- these issues, and the fact that I'm being chased and was -- and they were attempted -- they attempted to kill me, and therefore they did not want to tell me much about their personal affairs or what happened, and I do respect that. Q So your answer is, you've never asked him. A I did. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 170 of

| | Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 171 of 567 | |----|---------------|--------------------------------------------------------------------------------| | | | Kwok - Cross - Harbach 167 | | 1 | Q | And he refused to answer your question. Is that it? | | 2 | A | Because I was threatened to be killed and because of | | 3 | | me, many problems has risen. Therefore, they did not want | | 4 | | to answer that. | | 5 | Q | I didn't hear the tail end of the answer. I'm sorry. | | 6 | A | Because I was being threatened and because many | | 7 | | problems has risen because of me, they did not want to | | 8 | | answer that. | | 9 | Q | Out of fear that what, that the Chinese Communist Party | | 10 | | would come after their assets? | | 11 | A | It was not just about seizing the assets. My son in | | 12 | | fact was arrested by the Chinese Communist Party before, and | | 13 | | he was being threatened to be killed, so he has been in this | | 14 | | process. And also, many of his assets in Hong Kong and in | | 15 | | Mainland China have been seized or confiscated by them. | | 16 | Q | And you've testified before, have you not, that you, | | 17 | | yourself, do not have any bank accounts, right? | | 18 | A | Yes. | | 19 | Q | And the reason for that, according to you, is because | | 20 | | of the Chinese Communist Party, right? | | 21 | A | Yes. | | 22 | Q | And the -- you can't hold on to any assets for the same | | 23 | | reason, right? | | 24 | A | As I mentioned in the beginning, because of the 1989 | | 25 | | incidents, I was arrested for 22 months, and then I became a |

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| | 567 | | | | | | | |----|---------------------------------------------------------------|--|--|--|--|--|--| | | Kwok - Cross - Harbach 168 | | | | | | | | 1 | personality that is anti Communist Party, and then in year | | | | | | | | 2 | 2000, I had a Hong Kong passport, and in 2015, I became anti | | | | | | | | 3 | Chinese Communist Party. Therefore, for these three | | | | | | | | 4 | different stages and because of the political climate at the | | | | | | | | 5 | time, I could not own or hold any assets. | | | | | | | | 6 | Q Okay. And let me get to one of the points, hopefully. | | | | | | | | 7 | You seem to have no trouble swearing in very public filings | | | | | | | | 8 | that your son owns Golden Spring New York, right? Isn't | | | | | | | | 9 | that true, that you have sworn in very public filings that | | | | | | | | 10 | your son is the owner of Golden Spring New York? | | | | | | | | 11 | A Yes. | | | | | | | | 12 | Q Okay. And it's also true, is it not, that Golden | | | | | | | | 13 | Spring has millions of dollars at its disposal? | | | | | | | | 14 | A I don't know how much money they have. | | | | | | | | 15 | Q Well, you know they have millions of dollars, right, | | | | | | | | 16 | because you just testified a few minutes ago that they've | | | | | | | | 17 | pledged to give you eight, or the estate, eight. Right? | | | | | | | | 18 | MR. JONAS: Objection, Your Honor. That's | | | | | | | | 19 | actually not accurate. He -- when he was asked about the | | | | | | | | 20 | terms of the DIP, I believe he said \$9 million. | | | | | | | | 21 | THE COURT: I think he can answer the question. | | | | | | | | 22 | THE WITNESS: Yes, the testimony I gave earlier | | | | | | | | 23 | stated \$9 million. | | | | | | | | 24 | BY MR. HARBACH: | | | | | | | | 25 | Q And my question to you was, you know, don't you, that | | | | | | | | | | | | | | | |

| | Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 173 of 567 | |----|---------------|--------------------------------------------------------------------------------| | | | Kwok - Cross - Harbach 169 | | 1 | | Golden Spring has millions of dollars at its disposal? | | 2 | A | Yes. | | 3 | Q | Isn't it true that you owned Golden Spring when it was | | 4 | | set up in 2015? | | 5 | A | No. | | 6 | Q | Do you recall on April 6th of this year, at the 341 | | 7 | | hearing that was held in New Haven, the one that was in | | 8 | person? | | | 9 | A | Yes. | | 10 | Q | Do you recall testifying that at one time you held a | | 11 | | title at Golden Spring but you couldn't remember what the | | 12 | | title was? | | 13 | A | Yes. | | 14 | Q | Is that still the case that sitting here today, you do | | 15 | | not remember what the title was? | | 16 | A | Yes. | | 17 | Q | Or when you held it? | | 18 | A | That was in the very beginning in early 2015, when the | | 19 | | company just founded. | | 20 | Q | For approximately how long? | | 21 | A | I don't remember. | | 22 | Q | On direct examination you were asked some questions | | 23 | | about Golden Springs being set up, and I believe you | | 24 | | testified that you assisted your son in setting up Golden | | 25 | Spring. | Is that right? |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 174 of 567 | |---------------|--------------------------------------------------------------------------------| | | Kwok - Cross - Harbach 170 | | A | Yes. | | Q | And if we could just take a brief detour and put your | | | son's name on the record. It is Qiang Guo, is that correct? | | A | Yes. | | Q | Okay. And I'll spell that for the record. Q-I-A-N-G, | | | last name G-U-O. | | A | Yes. | | Q | Thank you. Now, you also testified on direct that none | | | of your funds were used to set up Golden Spring, right? | | A | It did not use money that was owned by me. | | Q | Okay. It was used by money contained in an account you | | | owned, wasn't it? | | A | I was authorized to use the account under my name. | | Q | Do you recall, Mr. Kwok, preparing an affidavit in the | | | case of Ace Decade Holdings Limited v. UBS AG in New York | | | State Court in February of 2016? | | A | I remember. | | | MR. HARBACH: Madam Clerk, could you please | | | display PAX's Exhibit 18? Actually, my mistake. Could we | | | start with PAX's 19, please? Sorry, Your Honor. | | | THE COURT: That's okay. | | | THE CLERK: On the screen is PAX Exhibit 19. | | | MR. HARBACH: Thank you, ma'am. | | | BY MR. HARBACH: | | Q | I'd like to go to the next to last page of 19, which is | | | |

Kwok - Cross - Harbach 171 -- looks like it should be 17. It's the page that -- well, it may be -- it may be a different page number, but it's the page with Mr. Kwok's signature on it. And for the record, Exhibit 19 is the Chinese version of the affidavit I referenced earlier, and so what's on the screen for the witness right now is the signature page for that affidavit, and the question to the witness is whether that is your signature, sir. A Yes. Q Okay. MR. HARBACH: Now, if we could, Madam Clerk, rewind in that document to paragraph 36? And, Your Honor, this is a little cumbersome because of the Chinese, but what PAX intends to offer -- well, what PAX intends to do is to question the witness using the version with Chinese characters that he signed, and then we'll offer to the Court, the Chinese version as well as the English translation that is also certified and is a separate exhibit. THE COURT: Okay. Thank you. BY MR. HARBACH: Q So, Mr. Kwok, I'd like you to take a look at paragraph 36, please. And so, could you please read paragraph 36 to yourself and then just let me know when you're finished? A I'm done. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 175 of

| | Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 176 of 567 | |----|---------------|--------------------------------------------------------------------------------| | | | Kwok - Cross - Harbach 172 | | 1 | Q | Isn't it true that in this affidavit, in February of | | 2 | | 2016, you swore that in April 2015, Mr. Wong, W-O-N-G, Ms. | | 3 | | Fu, F-U, and Ms. Lam, L-A-M, assisted me with setting up | | 4 | | Golden Spring New York by transferring funds from one of my | | 5 | | accounts at UBS to Golden Spring New York's JP Morgan Chase | | 6 | | Bank account in New York? | | 7 | A | Yes. | | 8 | Q | Okay. In your affidavit, you didn't say anything about | | 9 | | your son setting up Golden Spring New York, did you? | | 10 | A | Yes. | | 11 | Q | Okay. In fact, isn't it true that you set up Golden | | 12 | | Spring with your own money? | | 13 | A | That money was my son's money, but my account was being | | 14 | | used to transfer funds to his account. And that is not my | | 15 | money. | | | 16 | Q | How much money was it? | | 17 | A | I cannot remember clearly. However, after that -- | | 18 | | well, I cannot remember. | | 19 | | MR. HARBACH: Can I just have one moment, Judge? | | 20 | | THE COURT: Certainly. | | 21 | | (Pause) | | 22 | | MR. HARBACH: Thanks for the indulgence, Your | | 23 | Honor. | I hope we've streamlined things a little bit. | | 24 | | THE COURT: That's fine. | | 25 | | BY MR. HARBACH: |

| | Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 177 of 567 | |----|---------------|--------------------------------------------------------------------------------| | | | Kwok - Cross - Harbach 173 | | 1 | Q | Mr. Kwok, isn't it true that in November or December of | | 2 | | 2014, you had \$1 billion at your disposal? | | 3 | A | Yes. | | 4 | Q | Okay. That wasn't your son's money, was it? | | 5 | A | That was family's money, including my son's money. | | 6 | Q | Okay. That was, as you said a moment ago, at your | | 7 | | disposal. | | 8 | A | I was authorized to use that money. | | 9 | Q | Did I hear you correctly earlier to say today that you | | 10 | | never -- you never worked at Golden Spring New York? | | 11 | A | Yes. | | 12 | Q | Okay. | | 13 | A | As I mentioned earlier, at one point, I did have a | | 14 | title. | | | 15 | Q | Okay. Did you do any work in connection with that | | 16 | title? | | | 17 | A | I did get a salary. | | 18 | Q | You got a salary. How much was the salary? | | 19 | A | \$300,000 U.S. dollars. | | 20 | Q | For what time period? | | 21 | A | 2015. | | 22 | Q | So for the calendar year 2015, you earned \$300,000 from | | 23 | | Golden Spring? | | 24 | A | Around that, but I cannot remember clearly. | | 25 | Q | Okay. For doing what? | | | | |

| | Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 178 of 567 | |----|---------------|--------------------------------------------------------------------------------| | | | Kwok - Cross - Harbach 174 | | 1 | A | At the time it was to help setting up Golden Spring New | | 2 | | York, and also to serve as an advisor to find investment | | 3 | | opportunities. | | 4 | Q | Okay. An advisor to whom? | | 5 | A | Golden Spring. | | 6 | Q | Who at Golden Spring? Who did you give advice to? | | 7 | A | My son. | | 8 | Q | According to you, the Golden Spring New York has | | 9 | | advanced you loans to fund various lawsuits that you're | | 10 | | involved in, some \$21 million, right? | | 11 | A | Yes. | | 12 | Q | Okay. Now I'm not -- I'm talking about those loans | | 13 | | now, the 21 million. Okay? Isn't it true that you | | 14 | | requested those loans yourself from your son? | | 15 | A | Yes. | | 16 | Q | Okay. And what did he say? | | 17 | A | He just loaned it to me. | | 18 | Q | Okay. Did he say anything about needing to consult | | 19 | | with the other directors of Golden Spring? | | 20 | A | That was handled by my son. | | 21 | Q | Did he say anything about needing to convene a vote of | | 22 | | the other directors of Golden Spring, a vote of the board, | | 23 | | before lending you millions of dollars? | | 24 | A | It was because my son and the family office in Europe, | | 25 | | including other family members, would hold meetings to talk |

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| | 567 | |----|----------------------------------------------------------------| | | Kwok - Cross - Harbach 175 | | 1 | about that. So my son would convene meetings to handle that | | 2 | issue, but I don't know the details. | | 3 | Q My question is what he told you, and I think a moment | | 4 | ago you said he just told you that he would do it. | | 5 | A That was a long time ago and there are too many | | 6 | details, but he would consult family members and their | | 7 | lawyers, and then they would hold meetings and I don't | | 8 | handle all the nitty gritty details. | | 9 | Q So is your testimony that when you asked your son for | | 10 | loans to cover your litigation expenses, he told you that he | | 11 | needed to consult with the family first? Is that your | | 12 | testimony? | | 13 | A Yes. | | 14 | Q Okay. Isn't it true that you don't know how many loans | | 15 | you have had from Golden Spring? | | 16 | A I know. | | 17 | Q You know or you don't know? | | 18 | A I know. | | 19 | Q Okay. How many loans have you had from Golden Spring? | | 20 | A 210 million. | | 21 | UNIDENTIFIED SPEAKER: 21 million. | | 22 | THE MAIN INTERPRETER: I'm sorry. 21 million. | | 23 | BY MR. HARBACH: | | 24 | Q Yeah. I'm not asking about the total amount. I'm | | 25 | asking about the number of loans. | | | |

Kwok - Cross - Harbach 176 A I cannot remember clearly. Q Okay. And you don't know which of the loans were put in writing? A I remember a few of them. Q But you don't know which ones or how many? A I know parts of them related to the litigations, but I cannot remember all of them. That is impossible. Q Well, all I'm asking is whether of the -- however many loans there are, do you know how many of them were in writing? A I believe more than 10 were in writing, but I cannot be sure at all. Q And isn't it also true that you don't know whether the written agreements were in English or Chinese? A They must have been all in English. Some of them have Chinese versions. MR. HARBACH: Just a -- just a moment, please, Judge. THE COURT: Certainly. (Pause) BY MR. HARBACH: Q Do you recall giving testimony at a meeting of creditors on March 21st, 2022, by telephone? A I remember. MR. HARBACH: And I'll ask for PAX 17 to be Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 180 of

Kwok - Cross - Harbach 177 displayed please, Madam Clerk. THE CLERK: On the screen is Exhibit 17, PAX Exhibit 17. MR. HARBACH: Thank you, ma'am. I'd like to go to page 73 of the transcript. Maybe I can try and control it myself. THE COURT: She has to give it to you first. MR. HARBACH: Oh, okay. THE COURT: But if you'd rather do that, she's -- she can do that for you. THE CLERK: It's up to you, whatever you -- I just gave you control. MR. HARBACH: Okay. I think that will work. Thank you. THE COURT: Are you having trouble moving it? MR. HARBACH: I think I've got it. THE COURT: Okay. Thank you. MR. HARBACH: Okay. So we're in that. That's behind 30. Okay. One off. Okay. For the record, I'm displaying Page 73 of PAX 17, and I'm going to direct the witness's attention to Lines 4 through 8. BY MR. HARBACH: Q Mr. Kwok, isn't it true that you were asked this question, were any of the loans that were put in writing in Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 181 of

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| | 567 | |----|----------------------------------------------------------------| | | Kwok - Cross - Harbach 178 | | 1 | English, and your answer was, I don't remember? And then | | 2 | you were asked, were any of them in Chinese, and your answer | | 3 | was, I don't remember. And my question to you is, do you | | 4 | have a different memory of that today? | | 5 | A I cannot read English so I have to rely on the | | 6 | interpretation. Of course, my memory today is different | | 7 | from before. | | 8 | Q Okay. And if I had you correctly, your memory today is | | 9 | that most of the loans in writing were in English? | | 10 | A Yes, that's what I remember. | | 11 | Q Okay. Now isn't it also true that you did not know the | | 12 | \$21 million total amount until lawyers told you that's how | | 13 | much it was? | | 14 | A What do you mean by that? | | 15 | Q Well, before lawyers told you that the total was \$21 | | 16 | million that Lamp -- excuse me, that Golden Spring had | | 17 | loaned you in litigation funding, did you know that that's | | 18 | what the total was? | | 19 | A I know. | | 20 | Q Okay. Let's stick with where we are on the transcript, | | 21 | which is again, PAX's 17 at Page 73. Directing your | | 22 | attention to Line -- starting at Line 22 of that page. | | 23 | Question: "If you don't know -- " sorry. Withdrawn. | | 24 | Isn't it true that you were asked this question and you | | 25 | gave this answer? "If you don't know how many times you | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 183 of 567 | |----|-------------------------------------------------------------------------------------------------| | | Kwok - Cross - Harbach 179 | | 1 | took out loans from Golden Spring, not all of which were in | | 2 | writing, how do you know how much you owe them?" | | 3 | MR. HARBACH: I'll let you interpret the question, | | 4 | then I'll give the answer. | | 5 | BY MR. HARBACH: | | 6 | Q And your answer was, "My lawyer an the lawyer of Golden | | 7 | Spring, they communicate with each other, tells me the | | 8 | amount they can define is 21 million." | | 9 | Isn't that what you said, sir? | | 10 | A Well, I cannot read English and through the | | 11 | interpretations earlier, from my recollection, at the time | | 12 | through the counsels I knew that the figure was 21 million. | | 13 | Q And that's all I'm trying to establish is that your | | 14 | knowledge about the amount, the 21 million, that came from | | 15 | your lawyers, correct? | | 16 | A I confirmed that with my lawyer. | | 17 | Q Okay. | | 18 | MR. HARBACH: Thank you, Your Honor, for your | | 19 | patience. I have no further questions. | | 20 | THE COURT: I appreciate that. Thank you. | | 21 | MR. HARBACH: Oh, well, I suppose I could do it at | | 22 | the end, but I intended to offer PAX's 17, 18, and 19. | | 23 | THE COURT: Okay. Any objection? Let me look at | | 24 | your list? PAX's 17, 18, and 19 -- 17 has no objection. | | 25 | MR. HARBACH: Correct. |

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| | Kwok - Cross - Claiborn 180 | |----|---------------------------------------------------------------| | 1 | THE COURT: It's the transcript of the 341 | | 2 | meeting. So that will be admitted as a full exhibit. | | 3 | With regard -- go ahead. | | 4 | MR. HARBACH: 18 is the ACE Decade affidavit that | | 5 | I used for impeachment purposes. 18 is the English version | | 6 | and 19 is the Chinese version. | | 7 | THE COURT: Okay. And does the debtor still have | | 8 | an opposition with regard to the admission of exhibits -- | | 9 | PAX Exhibits 18 and 19 in full? | | 10 | MR. JONAS: Your Honor, we have no objection to | | 11 | obviously the portions that were used, such that Mr. Kwok | | 12 | had an opportunity to respond to them. We have -- we'll | | 13 | withdraw any objections and have no further objection. | | 14 | THE COURT: Okay. So then, Exhibits 17, 18, and | | 15 | 19 are admitted as full exhibits. PAX's Exhibits 17, 18, | | 16 | and 19 are admitted as full exhibits in connection with the | | 17 | evidentiary hearing on the DIP financing motions. | | 18 | MR. HARBACH: Thank you, Your Honor. | | 19 | THE COURT: Thank you. | | 20 | (PAX Exhibit Nos. 17 through 19 admitted into | | 21 | evidence.) | | 22 | THE COURT: Attorney Claiborn? | | 23 | MS. CLAIBORN: Your Honor, if I could, I have a | | 24 | few questions. | | 25 | THE COURT: Certainly. And then, Mr. Jonas, are | | | |

Kwok - Cross - Claiborn 181 you going to have some redirect? MR. JONAS: I doubt it, Your Honor, but -- THE COURT: Okay. MR. JONAS: -- I'd like to consider that after. THE COURT: Okay. That's fine. Just curious. Thank you. Go ahead, Attorney Claiborn. BY MS. CLAIBORN: Q Good afternoon, Mr. Kwok. Did you negotiate the terms of the debtor in possession loan with your son? A First of all, I would like to say, good afternoon. And regarding the exact terms of the loans, it was my lawyer and their lawyers had negotiations. Q Before you filed your Chapter 11 bankruptcy case, did you ask your son to loan you money to fund your bankruptcy case? A Yes. Q And when you asked your son to give you money, did you ask him to loan it to you or to gift it to you? A It was a loan. Q And why did you ask for it to be a loan? A It was because Golden Spring, the company of my son, is also a family company and that money is not just my son's money. Q Mr. Kwok, do you know the source of the money that Golden Spring is using to loan to the estate if the loan is Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 185 of

Kwok - Cross - Claiborn 182 approved? THE MAIN INTERPRETER: Okay. I'm sorry. Counsel, do you mind repeating the question again? BY MS. CLAIBORN: Q Do you know what the source is of the money that Golden Spring is going to loan to your bankruptcy estate? A I don't know. Q Did you ask? A Yes, I did. Q And what was the answer? A My son asked me not to deal with it. He would communicate with my lawyer. Q Do you know whether or not your son told your lawyer what the source of the money would be? A I don't know. Q Did you ask your lawyers? MR. JONAS: Objection, Your Honor. She's asking for direct communication with counsel. THE COURT: No, she just asked -- the question was, did he ask his lawyers about the source of the funds. That's -- he can answer that question, just yes or no. MR. JONAS: Okay. Thank you, Your Honor. THE WITNESS: My lawyer did not answer that. BY MS. CLAIBORN: Q The money that Golden Spring uses to fund your life Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 186 of

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 187 of 567 | |----|-------------------------------------------------------------------------------------------------| | | Kwok - Cross - Claiborn 183 | | 1 | expenses, your personal living expenses, is that a loan or a | | 2 | gift? | | 3 | A It's a gift. | | 4 | Q Why is that a gift and not a loan? | | 5 | A Because I could not repay it, and regarding supporting | | 6 | my daily living, as his dad, well I had my son when I was | | 7 | 18, and from the Eastern culture, that is normal and also | | 8 | the fact that right now I'm being threatened for my life. | | 9 | Q So why is it that the debtor in possession loan that | | 10 | Golden Spring is not a gift? Why isn't it just given to you | | 11 | as money as a gift? | | 12 | A It was because since they loaned me \$21 million before, | | 13 | and also including this one, it's a huge sum of money and I | | 14 | wish I could repay that, and that was the result of the | | 15 | communication between his lawyer and my lawyer. | | 16 | Q If the Court approves the loan from Golden Spring, | | 17 | where will the money be held? | | 18 | A Where that money would be placed, that would be decided | | 19 | by the judge and my counsel. | | 20 | MS. CLAIBORN: Thank you. I don't have any | | 21 | further questions. | | 22 | THE COURT: Okay. Thank you. | | 23 | MR. JONAS: Nothing further, Your Honor. | | 24 | THE COURT: Okay. Are you calling any other | | 25 | witness, Mr. Jonas? |

MR. JONAS: No, we're not, Your Honor. THE COURT: Okay. Mr. Kwok, you can step down. Thank you. THE WITNESS: Certainly, Your Honor. THE COURT: Thank you. THE WITNESS: I would like to say that I really appreciate Your Honor to give me the chance to sit here today. THE COURT: Okay. THE WITNESS: Because the fact that I cannot speak English, I cause more troubles for you. THE COURT: Okay. Thank you. Thank you. All right. Any -- no further witnesses for the debtor, correct? MR. JONAS: Correct, Your Honor. THE COURT: Okay. Witnesses for PAX? Any further witnesses? MR. HARBACH: Your Honor, we have no additional witnesses. We do have one additional exhibit we would offer to the Court, and it's PAX's 15. THE COURT: Okay. Take a minute. MR. HARBACH: It's the deposition transcript of Xiaoping Wang, also know as Yvette Wang. THE COURT: Okay. MR. HARBACH: It was the -- sorry. THE COURT: Go right ahead. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 188 of

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MR. HARBACH: I should also say that it was the 30(b)(6) deposition of Golden Spring. She was testifying in that capacity, and I mentioned to counsel during the meet and confer process that I would tender the entire exhibit, and we had marked the entire exhibit, anticipating a possible completeness objection were we to only offer portions. So that's why we offered the whole thing. But if counsel would prefer that we only offer the precise pieces that we want Your Honor to focus on, I'm prepared to put those in the record, and so, I don't know how the Court wants to proceed. THE COURT: Okay. Well, I want to just hear the objection from the debtor first, because apparently the debtor objects to this transcript. MR. JONAS: Yes, Your Honor. Jeff Jonas, Brown Rudnick for the Debtor. Your Honor has noted, we have objected. We continue to object on hearsay grounds. The witness is, as I understand it, within subpoena power. They certainly could have brought her here if they intended to have her as a witness at trial. We didn't have any agreement that they would -- we'd permit transcripts in place of live testimony. I think it's inappropriate and it's just not a decision somebody gets to make that we're not going to bring a witness when

| | 186 | |----|------------------------------------------------------------------| | 1 | the witness is available and could be brought to trial. So | | 2 | I'll object. | | 3 | THE COURT: And where is the witness located? | | 4 | MR. JONAS: My understanding is the witness is in | | 5 | New York within 100 -- I actually asked the question, Your | | 6 | Honor. Within -- it might be 60 miles, but I believe it is | | 7 | within 100 miles. I'm not sure. I wanted to be prepared in | | 8 | case you asked me, so they certainly could have served a | | 9 | subpoena and she could have been here. | | 10 | We didn't think it's necessary, and having the | | 11 | record come in, I continue to think it's not necessary. But | | 12 | again, I don't think counsel just gets to make a choice in a | | 13 | case when you're having a trial and a witness is available, | | 14 | to substitute in a transcript. | | 15 | THE COURT: Okay. Your -- according to the joint | | 16 | grid, your basis of your exhibit -- excuse me, of the | | 17 | objection was hearsay, but that's not what I'm hearing. I'm | | 18 | hearing you say they could have brought the witness in and | | 19 | we're not going to allow, under the Federal Civil -- Rules | | 20 | of Civil Procedure, you shouldn't allow the introduction of | | 21 | a transcript when the witness could be here in person. | | 22 | MR. JONAS: I think that -- may apologies if | | 23 | somehow my vernacular is not correct. I think that's | | 24 | exactly what hear -- | | 25 | THE COURT: Well, I mean, it could -- |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 191 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 187 | | 1 | MR. JONAS: -- hearsay is, Your Honor. | | 2 | THE COURT: -- it can and it may and it may not | | 3 | be. I mean, this is the Rule 30(b)(6) person that you | | 4 | designated to be the 30(6)(b) person, right? So you could | | 5 | argue it -- we want to be very clear about it. I mean, | | 6 | hearsay usually is not the testimony of the 30(b)(6) | | 7 | representative. | | 8 | But I understand what you're saying about your | | 9 | issue of why didn't the PAX subpoena and bring this | | 10 | individual to the court. That's your -- that's your | | 11 | concern, so I'm going to -- I'm going -- not your concern, | | 12 | your objection. So I am going to ask Mr. Harbach, what is | | 13 | his response to the fact that this witness was not | | 14 | subpoenaed and brought to court today? | | 15 | MR. JONAS: Your Honor, may I -- I apologize. I | | 16 | just want to correct the record. | | 17 | THE COURT: Sure. | | 18 | MR. JONAS: Not argue. It's not the -- | | 19 | technically, it's not the debtor's 30(b)(6) witness, it's | | 20 | the Golden Spring 30(b)(6) witness. I just -- just for the | | 21 | record, Your Honor. | | 22 | THE COURT: Oh, okay. I misunderstood. See, I | | 23 | haven't seen anything, so -- | | 24 | MR. JONAS: Understood. | | 25 | THE COURT: Okay? So I thought that this was the | | | |

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| | 188 | |----|-----------------------------------------------------------------| | 1 | debtor's 30(b)(6) representative. So this is -- | | 2 | MR. JONAS: Mr. Kwok is obviously -- | | 3 | THE COURT: -- Golden -- | | 4 | MR. JONAS: -- the debtor and is here. | | 5 | THE COURT: Well, I understand, but I don't know | | 6 | what happened in your discovery. | | 7 | MR. JONAS: Understood, Your Honor. | | 8 | THE COURT: So I -- but I'm glad you corrected the | | 9 | record. Thank you. So -- well, wouldn't the appropriate | | 10 | person to be objecting to that be Golden Spring? | | 11 | MR. JONAS: I don't think so, Your Honor. | | 12 | THE COURT: Why? | | 13 | MR. JONAS: It's -- I mean, again, we processed, | | 14 | if you will, the exhibits with counsel. We raised the | | 15 | objection. I'm raising the objection here. It's our trial | | 16 | if you will, on our motion regarding the DIP, and if they | | 17 | want to use a 30(b)(6) witness -- another party, if you | | 18 | will, 30(b)(6) transcript, I think it's inappropriate. | | 19 | THE COURT: Okay. Mr. Harbach, what's your | | 20 | response to that, Mr. Harbach? | | 21 | MR. HARBACH: I'll direct the Court to Rule 32 of | | 22 | the Federal Rules of Civil Procedure. | | 23 | THE COURT: Because they're not a party? Is that | | 24 | what you're trying to tell me? | | 25 | MR. HARBACH: No, to the contrary. I think they | | | |

| 1 | are a party. | |----|--------------------------------------------------------------------| | 2 | THE COURT: Okay. Hold on. I meant the debtor. | | 3 | See, I didn't know who -- I -- as you all would expect, I | | 4 | would think -- oh yes. See, I'm sorry. You can -- I | | 5 | apologize. Thank you. I'm sorry. I don't -- I didn't look | | 6 | at any of your exhibits, you know? So I don't know what | | 7 | they're about until and unless you introduce them. | | 8 | So, all right. I'm looking at -- | | 9 | MR. HARBACH: Mr. -- | | 10 | THE COURT: -- 32. | | 11 | MR. HARBACH: Sure. And first of all, Mr. Jonas | | 12 | is quite correct, of course. Ms. Wang was the 30(b)(6) | | 13 | witness designated by Golden Spring. | | 14 | THE COURT: Okay. | | 15 | MR. HARBACH: That's correct. | | 16 | THE COURT: Okay. | | 17 | MR. HARBACH: So our basis for offering it, as you | | 18 | can see, the 32(a) is captioned using depositions, and so we | | 19 | believe that we satisfy all of A, B, and C, right there in | | 20 | general. It says that all -- at a hearing or trial, all or | | 21 | part of a deposition may be used against a party on these | | 22 | conditions. | | 23 | A, the party was present or represented at the | | 24 | taking of the deposition, or had reasonable notice of it. | | 25 | Well, the -- I would hope that counsel would be willing to | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 194 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 190 | | 1 | accept my proffer that Ms. Wang was represented at the | | 2 | deposition, and indeed, the transcript makes it quite clear | | 3 | that she was, or that Golden Spring was. So A should be | | 4 | noncontroversial. | | 5 | B, that it is used to the extent it would be | | 6 | admissible under the Federal Rules of Evidence if the | | 7 | deponent were present and testifying. Well, that's plainly | | 8 | true insofar as it is essentially a sworn out-of-court | | 9 | statement of a live witness. | | 10 | C, you have to satisfy one of these subsections, | | 11 | Rule 32(a)(2) through (8), and where we believe we squarely | | 12 | fall is in 32(a)(3), which is captioned, Deposition of | | 13 | Party, Agent, or Designee. | | 14 | So we think that Golden Spring, by virtue of being | | 15 | a proposed financier for the debtor in possession, and in | | 16 | light of the fact that they are, to quote Section 8B of the | | 17 | agreement, seeking rights, remedies, powers, and privileges, | | 18 | and in addition to that are seeking a good faith finding | | 19 | from the Court, for all of those reasons, we think it's | | 20 | imminently reasonable for the Court to treat Golden Spring | | 21 | as a party, at a minimum for purposes of this rule. | | 22 | I'll just note finally, insofar as the | | 23 | impropriety, leaving aside whether it falls within the | | 24 | rules, is the impropriety of this, of course the debtor had | | 25 | a lawyer present at the deposition of Golden Spring's |

| | 191 | |----|----------------------------------------------------------------| | 1 | 30(b)(6) witness and had an opportunity to cross her; chose | | 2 | not to. And I'll also note that at one point, Ms. Wang | | 3 | herself was on the debtor's witness list for this very | | 4 | hearing today, and they removed her. | | 5 | So I think that the suggestion that this is | | 6 | improper isn't quite as strong as it otherwise might sound | | 7 | under those circumstances. But I think candidly, that's all | | 8 | beside the point. We think that, for the reasons that I | | 9 | said earlier, that the entirety of the transcript is | | 10 | admissible under Rule 32. | | 11 | THE COURT: Okay. Thank you. Any response, | | 12 | Attorney Jonas? | | 13 | MR. JONAS: Yes, Your Honor. May I just have one | | 14 | minute? | | 15 | THE COURT: Yes. | | 16 | MR. JONAS: Thank you. Just want to check one | | 17 | thing. | | 18 | (Pause) | | 19 | MR. JONAS: Your Honor. | | 20 | THE COURT: Yes. | | 21 | MR. JONAS: One point I wanted to add on to that | | 22 | is, this is a rule that is incorporated into the contested | | 23 | matter rules under Rules 9014. So this -- | | 24 | THE COURT: Oh, yes. | | 25 | MR. JONAS: -- this is also Bankruptcy Rule 7032. | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 196 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 192 | | 1 | THE COURT: Yes. Yes. Yep. Okay. Thank you. | | 2 | MR. FRIEDMAN: No objection in that respect, Your | | 3 | Honor. Just give me one moment, please. | | 4 | MR. JONAS: Your Honor, Jeff Jonas from Brown | | 5 | Rudnick on behalf of the debtor. | | 6 | Your Honor, I'll renew my objection, just make a | | 7 | couple quick comments. And let me just say, Your Honor, | | 8 | we're not particularly concerned about the deposition. That | | 9 | being said, I just, I think we're entitled to have a fair | | 10 | trial, and from our perspective, again, they are not a | | 11 | party. This was -- this is effectively our motion, the | | 12 | debtor's motion. We're prosecuting it and we're a party. | | 13 | Certainly, PAX, the objector, is a party, and I think those | | 14 | are the parties for purposes and I think -- | | 15 | THE COURT: Well, Golden Spring is the lender. | | 16 | MR. JONAS: I understand that, Your Honor. | | 17 | THE COURT: So how are they not a party to -- | | 18 | MR. JONAS: I don't think they're -- they've put | | 19 | the money up, the money is available, they're the lender. | | 20 | THE COURT: Right. But the Court can -- the Court | | 21 | can -- the Court has the obligation to understand what the | | 22 | lender is or is not willing to do, and that may include the | | 23 | testimony of the lender with regard to that issue. I mean, | | 24 | I've -- | | 25 | MR. JONAS: And let me say, Your Honor -- | | | |

THE COURT: -- and every other -- and any other contested debtor in possession financing hearing that I've seen, the lender does -- you know, if there's a -- if there's a contested issue, the issue of the lender -- what - - is the lender ready, willing, and able to loan? Is the -- what are the terms and conditions all -- MR. JONAS: Exactly, Your Honor. The money is here, so -- THE COURT: Well, I don't know that it's here. Where is the proof in the record that's here? MR. JONAS: Well, you had -- you had testimony from Mr. Kwok. THE COURT: Well, I had testimony from Mr. Kwok that says he believes it's all here. He's not sure if it's all here, and -- but he believes it's here. MR. JONAS: There was no -- it's uncontroverted. THE COURT: I didn't say it was controverted. I'm just saying it -- he said he believes it's all here. I don't -- MR. JONAS: Oh, okay. THE COURT: -- there's no record in the -- there's no document in the record that says it's here. MR. JONAS: I don't -- with all due respect, Your Honor, I don't think -- we have put on our case. We have had a witness. He has testified. It was -- he could have

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 198 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 194 | | 1 | been crossed. He wasn't. It's uncontroverted. That is a | | 2 | fact. I don't think -- I appreciate you -- | | 3 | THE COURT: I think it's a fact insofar as what he | | 4 | said. | | 5 | MR. JONAS: Fair. Fair enough, Your Honor. | | 6 | THE COURT: And he said, I believe it's here. He | | 7 | doesn't know if it's here. | | 8 | MR. JONAS: I understand, Your Honor. | | 9 | THE COURT: Okay. | | 10 | MR. JONAS: And so I -- look, as I said, if the | | 11 | Court feels I need to -- I need to stand on my objection for | | 12 | the record, however, I certainly respect the Court very | | 13 | much. If the Court feels it's necessary to take in the | | 14 | transcript, my only comment would be, we'd ask the whole | | 15 | transcript come in. | | 16 | We haven't been -- there's nothing been designated | | 17 | to us. It's a little unfair to designate portions now on | | 18 | the fly. So if they want to put the transcript in, so be | | 19 | it, Your Honor. I pre -- I want to -- I don't want to | | 20 | belabor this with the Court, and I want to respect the | | 21 | Court's opinion on that. | | 22 | THE COURT: I haven't ruled on anything. I've | | 23 | really just been asking questions at this point. | | 24 | MR. JONAS: Understood. | | 25 | THE COURT: Okay? To understand the parties' | | | |

positions. MR. JONAS: And our position is, we continue the objection, Your Honor. THE COURT: Okay. Thank you. Mr. Harbach, anything else you want to add? MR. HARBACH: I don't have anything else to add, Your Honor. Just let us know how you'd like to proceed. THE COURT: Okay. Well, the -- when I'm look -- you know, I haven't looked at Rule 32 in the last few weeks so I -- you know, I'm looking at the -- I'm looking at the language of 32. The only part that is a problem for PAX, if it is a problem, is 32(a)(4), because 32(a)(1) -- 32(a)(2) -- 32(a)(4) could be a problem because it says -- 32(a)(1)(C) says, "And the use is allowed by Rule 32(a)(2) through (8)." So does that mean it's got to be allowed on all eight? All of those? I mean, I'm looking at this. I know 7 doesn't apply because there isn't a substitution of a party. Deposition taken in an earlier action doesn't apply because that's not what you're trying to do. You're not trying to enter a deposition taken in an earlier action. Using part of the deposition, you may -- that might be fine. Limitations on use, that at this point, no one is arguing that the deposition was taken on short notice or the

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| 196 | |----------------------------------------------------------------| | deponent was unavailable at the time of the deposition. | | Nobody has a problem with impeachment and other uses, or | | deposition of a party agent or designee, but the problem is | | -- I mean, I don't know, I haven't looked in a long time. | | Does A -- does 32(a)(2) through (8) mean you have to meet | | all those requirements? It can't, because all those | | requirements don't exist all at the same time. | | MR. HARBACH: Yeah. And I think that that is in - | | - perhaps in starkest relief, Your Honor. If you look at 2 | | and 4, because 2 says, any party. Four says -- oh, I'm | | sorry. That's a witness whether or not a party. That's | | true. | | Well, in any event, Your Honor, I -- all right. | | So, Your Honor, PAX concedes that Ms. Wang is not | | unavailable. | | THE COURT: Okay. | | MR. HARBACH: So, conceded. | | THE COURT: Okay. | | MR. HARBACH: Notwithstanding that, if -- | | (Pause) | | MR. HARBACH: If you look at -- sorry, I said 2 | | earlier. If you look at 3, Your Honor, an adverse party may | | use, for any purpose, the deposition of a party -- | | THE CLERK: Attorney Harbach, you're a little low. | | MR. HARBACH: Oh, sorry. | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 201 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 197 | | 1 | THE CLERK: We're not picking you up. | | 2 | THE COURT: Go ahead. | | 3 | MR. HARBACH: Thank you, Judge. If you look at | | 4 | 32(a)(3), it says, "An adverse party may use, for any | | 5 | purpose, the deposition of a party or anyone who when | | 6 | deposed was the party's 30(b)(6) representative." And -- | | 7 | THE COURT: It does say that. I mean, 4 does not | | 8 | say that. | | 9 | MR. HARBACH: It does. That's true. | | 10 | THE COURT: Which is why I asked the question, | | 11 | not knowing that the 30(b)(6) representative wasn't the | | 12 | debtor, but it was the debtor's representative, the Golden | | 13 | Spring, which is when I started the conversation I said, you | | 14 | mean you're opposing a 30(b)(6) representative's deposition, | | 15 | but not knowing that it wasn't the debtor, it was Golden | | 16 | Spring. | | 17 | MR. HARBACH: Well, I think maybe one observation | | 18 | that helps is that it can't be that Rule 32 is restricted to | | 19 | situations -- to 30(b)(6) depositions. | | 20 | THE COURT: I agree with you. | | 21 | MR. HARBACH: And if it -- | | 22 | THE COURT: That's why -- that's why I said, I | | 23 | don't think (a)(1)(C) means that you have to comply -- that | | 24 | the use of it has to comply with every situation in 32(a)(2) | | 25 | through (8). |

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MR. HARBACH: I think -- I agree with you, because otherwise, if 3 were required, then it would effectively restrict the rule to 30(b)(6) situation. Now, I also agree with the Court that, for example, 5, caption limitations on use, I mean, I think that would plainly apply, but -- THE COURT: If that situation was present, but it's not. MR. HARBACH: If it was -- if it were present, yes. In other words, you know, 2, 3, and 4, are all permissive. Those are different means by which a party can do something, and then 5 is limitations, and 6, 7, and 8 are other unique circumstances. THE COURT: Right. MR. HARBACH: So I don't think it's necessarily -- you have to put blinders on and only look at 2 through 8 and not any of the others, but I do think that 2, 3, and 4 cannot all apply at the same time. THE COURT: Right. I agree. They all can't apply at the same time. It doesn't make sense. So the debtor's objection to the introduction of PAX Exhibit 15, the 30(b)(6) representative of Golden Spring is overruled. MR. JONAS: Thank you for your consideration, Your Honor. (PAX Exhibit No. 15 admitted into evidence)

THE COURT: Thank you. All right. So are we now -- what are we -- are we moving to closing arguments based upon the evidence that's submitted? MR. FRIEDMAN: Yes, Your Honor. That concludes our evidentiary submission, if I may -- THE COURT: Okay. MR. FRIEDMAN: -- make some remarks about the DIP? THE COURT: Yes, please. CLOSING ARGUMENT ON BEHALF OF CREDITOR PAX MR. FRIEDMAN: Thank you. So, Your Honor, I have really three areas I want to address. Sort of, one is big picture, two is some of what you heard today and why you shouldn't believe it, and the third is the order, the proposed order. And to be fair -- I don't know if fair is the right word, but to be clear about the order, I'm going to refer to the current version of the order. There is an updated version of the order, apparently based on the proposed settlement between the committee and the debtor. I'm going to be -- THE COURT: When you say the current version, do you mean the version attached to the original DIP financing motion? MR. FRIEDMAN: No, the version that was filed with the Court on -- the redlined version -- Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 203 of

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| | 200 | |----|---------------------------------------------------------------| | 1 | THE COURT: Yesterday? | | 2 | MR. FRIEDMAN: -- that was filed -- | | 3 | THE COURT: Last night? | | 4 | MR. FRIEDMAN: -- I thought the most recent | | 5 | version of the DIP financing was on the 10th of April. | | 6 | THE COURT: Oh, okay. Well, then I would like to | | 7 | get there if you would give me a -- | | 8 | MS. CLAIBORN: I think it's ECF 198. | | 9 | MR. FRIEDMAN: Yes. | | 10 | THE COURT: Thank you. | | 11 | MR. FRIEDMAN: Yes. | | 12 | THE COURT: And if you would let me get there, | | 13 | then -- give me one moment, then I'll be able to follow you | | 14 | -- | | 15 | MR. FRIEDMAN: Okay. | | 16 | THE COURT: -- much better than if I'm trying to | | 17 | find it so -- | | 18 | (Pause) | | 19 | THE COURT: So you would like me -- would you like | | 20 | me to be looking at the redlined version of that order? Is | | 21 | that what you're suggesting, counsel? | | 22 | MR. FRIEDMAN: Yes, Your Honor, when I get to that | | 23 | point. That's -- when I get to that portion of my remarks. | | 24 | THE COURT: Okay. Let me -- then I think I'm | | 25 | there. | | | |

MR. FRIEDMAN: Okay. THE COURT: I just want to make sure I am there. (Pause) THE COURT: Okay. So what I'm looking at, when you get to the point that you were actually asking me to consider the terms and conditions of the order, I'm looking at ECF 198, starting at page 29. Does that sound right? MR. FRIEDMAN: Yes, Your Honor. THE COURT: Okay. Then go right ahead, please. MR. FRIEDMAN: Okay. So, Your Honor, we have here a proposed DIP between Golden Spring and Mr. Kwok. It was very subtle. I'm not sure if you heard it. The record will reflect it. These are not independent entities. Mr. Kwok referred today during his testimony, to Golden Spring as "we". Small word, enormous consequences. Mr. Jalbert also testified that there was a member of Mr. Kwok's legal team, Melissa Francis. Who is Melissa Francis, he was asked? Somebody he thinks works for Golden Spring. There's no separation between these two entities, Your Honor. This is a sham transaction. And I realize it's appealing. It looks appealing because in some respects it has some potentially salutary goals, but it doesn't work. It doesn't make sense. Who would spend \$8 million, maybe \$9 to defend \$3,850 in assets? Brown Rudnick alone's time today is probably cost

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infinitely more than the \$3,850 that Mr. Kwok asserts he has in assets. So this DIP is designed to do one of two things. Either protect Mr. Kwok's massive assets that he sat there and said he didn't have, or to protect Golden Spring's assets from a variety -- which is a non-debtor, from people coming straight after it, for really being Mr. Kwok's money. Neither one of those is an appropriate use of a debtor in possession financing.

This case shouldn't be run for Golden Spring's benefit, and we shouldn't be spending, not just the 9 million because it's really not -- 9 million to \$3,850 vastly understates the amount of assets that have been put into defending Mr. Kwok, because there's also the \$21 million loan that you heard about, loan, with quotes, and the million dollars from Lamp.

So when you add that up, you have \$31 million to protect \$3,850. It doesn't make any sense unless something much more than meets the eye is happening here, and the debtor and Golden Spring are asking this Court to bless a transaction that is furthering that inappropriate scheme.

Now, Your Honor, PAX, in its reply brief to our papers, and you heard it sort of from Mr. Kwok today, attempts to blame PAX as -- the debtor attempt to blame PAX as the catalyst of this case, and he needs to, you know, straighten things out because of things PAX did.

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The debtor's own conduct forced him here today. He, I think effectively conceded that he had never been transparent before.

Now, I don't know if what you heard today was transparent, but his testimony today was, I didn't assert the Fifth Amendment today because I wanted to be transparent, which begs the question, because he gave no other answer, why didn't he want to be transparent before? Is that an -- is it appropriate to start borrowing money under a debtor in possession financing because you've been non-transparent in the past and all of a sudden you're going to turn a new leaf over? I realize some of this has overlap with our dismissal motion, but that's the reason he gave today. That's not an appropriate use of 364 authority.

You heard testimony from Mr. Kwok today, that this needed to be a DIP because he wanted to protect his family resources.

Go look at the MORS, they're spending millions of dollars to support Mr. Kwok. That wasn't a loan, it was a gift. This is a strategic effort by Golden Spring and Mr. Kwok, to use 364 for nefarious purposes. This -- as Ms. Claiborn's examatination clearly established, if this is going to be anything, it ought to be a gift just like everything else that's purportedly done for Mr. Kwok is. We don't believe it, but he should be held, and Golden Spring

| | 204 | |----|----------------------------------------------------------------| | 1 | should be held to their pattern of conduct. | | 2 | You heard some, I think what can best be described | | 3 | as far-fetched testimony from Mr. Kwok. Mr. Kwok said, I | | 4 | never asked my son about where the money from Golden Spring | | 5 | came from. | | 6 | I guess we are meant to believe that Golden Spring | | 7 | is really scared and this Miles son is really scared about | | 8 | telling Mr. Kwok where his money comes from, but not scared | | 9 | about making a very public debtor in possession financing | | 10 | loan for \$9 million in a case where the evidence is on the | | 11 | docket. | | 12 | These are public documents where Mr. Kwok filed | | 13 | his declaration that talks about his purported crusade | | 14 | against the CCP. I mean, this is just not credible | | 15 | testimony that somebody would be afraid. | | 16 | Or Mr. Kwok, as he testified, I won't ask my son | | 17 | for money, Your Honor. However, I will use my own money and | | 18 | -- or I will be used by my son to manage accounts for his | | 19 | benefit very publically. | | 20 | I put in a declaration in the Ace Decade case that | | 21 | said, you know, this is my money, when it's really my son's | | 22 | money, and my son was fine with that. I just can't ask him | | 23 | where his money comes from. I don't think you have to | | 24 | believe that, because it's just not credible. And if that's | | 25 | not credible, I think you begin to unwind the threads of why |

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this entire case isn't credible, but also why this is an inappropriate use of Section 364.

Your Honor, I want to turn to the DIP, which is a little bit of a yo-yo from what I understand. Particularly as it relates -- oh, I should note. Why did we try to put Ms. Wang's deposition in? Well, she was a 30(b)(6) witness for Golden Spring, which is asking the Court for a good faith finding. I'll get to the really confusing part about that in a moment.

They're asking the Court for an allowed subordinated claim. They're asking the Court for things. She was their designated witness. What did she say? On page 133, she wasn't involved in the negotiation of a DIP loan, has no knowledge of how the \$8 million figure was arrived at. Unfamiliar with the terms of the DIP loan. Didn't pay attention to the DIP loan agreement until the day before the deposition.

The first time she heard where the DIP loan dollars were coming from was the day before the deposition. When I asked her understanding of how the DIP loan was going to be repaid she said, I don't know. So, Your Honor, this is the designated witness who binds Golden Spring, that knows nothing about this loan.

So turning to the order, I don't think there's anything to support the finding in E that there is an

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immediate need for financing. I certainly don't think that there's anything to support the finding that there's any value to the debtor seeking confirmation of a plan of reorganization under Chapter 11 of the bankruptcy code, given that we've seen, I think the outrageous nature of the plan proposed by the debtor. There's good cause in Section H on page 4.

The entry of this interim order that says, we'll preserve the assets of the debtor's estate for the benefit of creditors. There's no evidence that that's true. There are no assets, according to Mr. Kwok, other than \$3,850 and certain litigation claims which the DIP loan isn't being used to fund.

He says it's in the interest -- it's an exercise of the debtor -- debtor's exercise of the prudent business judgment. You didn't hear any testimony on that.

Your Honor, I think the same issue on the next page, page -- the top 335, good cause, the ability of the debtor to obtain financing is vital to the estate of the debtor and his creditors so that the debtor can maximize the value of his estate and confirm a plan or reorganization.

Again, no -- you've, I think, heard what creditors think of this purported plan, and I believe that language should be struck.

Then there's stuff I just don't know -- I just

Fiore Reporting and Transcription Service, Inc.

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| | 207 | |----|-------------------------------------------------------------------| | 1 | don't understand, right? Page 35. Page 6. Permitted uses | | 2 | of loan proceeds and cash collateral. There's no cash | | 3 | collateral under this agreement, unless it's being snuck in | | 4 | somewhere. I don't know why the loan refers to cash | | 5 | collateral. There isn't any. They didn't seek approval of | | 6 | any -- | | 7 | THE COURT: I'm missing where you are at the | | 8 | moment on the cash collateral. I've followed you all along, | | 9 | but I don't see -- | | 10 | MR. FRIEDMAN: Page 35, it's the -- for the top | | 11 | underlining is Amendments and Modifications. | | 12 | THE COURT: I see. Okay. Yep. | | 13 | MR. FRIEDMAN: And then permitted uses of loan | | 14 | proceeds and cash collateral. | | 15 | THE COURT: I see. I see. | | 16 | MR. FRIEDMAN: Now maybe it's a typo. I don't | | 17 | know, but it makes me nervous. Shouldn't be in there. | | 18 | Sub A, issues with respect to budgets. I would | | 19 | note that there's never been a budget. | | 20 | Mr. Jalbert basically testified there can't -- he | | 21 | would have no idea how to put together the budget, but if | | 22 | there's going to be a dip, and there's going to be budgets, | | 23 | and there's going to be uses, and accruals, then PAX should | | 24 | get copies of it. | | 25 | Page 36, I think PAX should be added to subsection | | | |

-- what's currently subsection C, that was added after we filed our objection, we should certainly be entitled to receive copies of bank accounts.

In E, which was added as well, after we filed an objection, you know, I'm really troubled by the notion in this kind of case that no money can be spent in pursuing money damages or equitable relief from DIP lender. Not DIP lender in DIP lender's capacity as DIP lender, but DIP lender. If this case goes forward and Mr. -- you know, and Pullman and Comley as Committee counsel has the right to be pursuing estate actions, then they should be able to use whatever money for whatever purpose they see fit.

I have an issue on page 38-C. This is -- I think is where, in the second sentence, the notwithstanding any language to the contrary contained in this interim DIP order, I think it should be added, or the DIP loan, because the DIP loan can -- should be clear.

It says, "The rights of the DIP lender shall be subject and subordinate to the claims of all other creditors of the debtor existing as of the petition date." Well, what if we seek a substantial contribution motion for our work getting the boat back? We should be senior to this bogus loan. It shouldn't be creditors existing as of the petition date. It should be all creditors, any creditors. And the same -- you know, I think -- so I think

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| 209 | |----------------------------------------------------------------| | there are some other places in paragraph 8, termination of | | events. Certainly PAX should get notice of that. | | At the beck end of that on page 40, in the revised | | language they said the DIP lender shall provide notice to | | the U.S. Trustee of its election to charge interest of the | | default rate. That's no reason that should just be to the | | U.S. Trustee, it should be to everyone. | | And where I really get concerned, Your Honor, is | | to -- to flip back, and this is where I just have trust | | issues -- the debtor took out, on page 33, the good faith | | finding, right? Now my understanding is, it may be back in. | | But they took out the good faith finding. | | So I thought, okay, that's sort of progress. But | | then I looked at page 40, and I looked at page -- paragraph | | 10, which has 364(e) baked into it. It's, by its terms, a | | good faith provision. | | So when people ask, you know, why are -- why are | | you so suspicious, that's one of the reasons we're really | | suspicious, because you take out a good faith finding but | | you keep in a 364(e) provision, you're not really taking out | | the good faith finding. | | So we -- and then we look at, on page 41, no | | deemed control. By consenting to this interim DIP order, | | the DIP lender shall not be deemed in control of the debtor | | to be acting as a responsible person, managing agent, or | | |

| | 567 | |----|----------------------------------------------------------------| | | 210 | | 1 | owner or operator as such terms are defined in Circla (ph) | | 2 | as amended or any similar federal -- similar state or | | 3 | federal statute." | | 4 | How could that be appropriate in a case where the | | 5 | debtor says he doesn't own anything except the suits on his | | 6 | back and a couple of dogs? It's just overreach and it | | 7 | doesn't make any sense. And I think it -- it gives us a lot | | 8 | of pause when these things are put into orders. | | 9 | Paragraph 15, no waiver. Again, I think PAX | | 10 | should be included in the notice parties. Those are the | | 11 | points that are important to us. Your Honor, I just want to | | 12 | be clear about something. | | 13 | The fact that I spent so much time on the order, I | | 14 | just don't want the Court to think that we're okay with the | | 15 | order. I realize the Court will do what it does. People | | 16 | will put forward arguments as to why maybe this does benefit | | 17 | the estate. We strongly disagree. But if the Court's | | 18 | inclined to go in a different direction, we do have very | | 19 | substantial concerns with the order and with the credibility | | 20 | of what you heard today. | | 21 | I have nothing further, Your Honor. | | 22 | THE COURT: Okay. Thank you. | | 23 | MR. FRIEDMAN: Thank you. | | 24 | THE COURT: Does the debtor wish to respond to the | | 25 | arguments of PAX? |

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| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 215 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 211 | | 1 | MR. JONAS: I just wondered, Your Honor, whether | | 2 | there were any other parties that wished to be heard. | | 3 | THE COURT: Oh, that's a good point. I'm sorry. | | 4 | Attorney Claiborn? | | 5 | CLOSING ARGUMENT ON BEHALF OF THE U.S. TRUSTEE | | 6 | MS. CLAIBORN: Thank you, Your Honor. I do have a | | 7 | few comments. | | 8 | I had hoped that after today's testimony I'd have | | 9 | a better understanding of what money is being loaned, where | | 10 | it's coming from, why it's really being loaned, and why | | 11 | can't it be a gift. Unfortunately, I don't feel any more | | 12 | informed than I did at the beginning of today. | | 13 | There may be a dilution of the events of default | | 14 | that were raised earlier today by Attorney Goldman, and | | 15 | that's progress. But at the end of the day, I see no reason | | 16 | why this couldn't just be a gift. The debtor's lifestyle is | | 17 | being funded by Golden Spring. Why is it different for this | | 18 | loan? Why couldn't it just be a gift? | | 19 | But there is control mechanism left over that I | | 20 | didn't hear being removed from this suggested order as to | | 21 | how you can use the funds. To the extent that the funds are | | 22 | being used to help facilitate this Chapter 11, they need to | | 23 | be unrestricted so that anyone who needs to do something | | 24 | with it can do so, and that includes the committee. | | 25 | So hamstringing the committee, as I think the |

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order is currently proposed, hamstringing its ability to use it to investigate and/or pursue appropriate actions as a result of investigations, is not something that makes this a loan that's worth giving.

The other thing I wanted to say to the Court is that earlier today, Attorney Goldman posited that one of the areas of consensus that prompted the withdrawal of their objection to the loan was that the money -- the first initial traunch of the loan, \$2 million, would be held by Pullman and Comley.

And I wanted to let the Court know that the U.S. Trustee opposes that, to the extent it's based on a lack of trust of the debtor holding funds, and that in and of itself is demonstratable that this case needs a Chapter 11 trustee.

The loan, to the extent the Court approves it, should go to the debtor's funds account, the debtor in possession account, and if that's not comfortable for everybody else in this case, then that speaks volumes.

So based on all of what I've heard today, and then the comments I think that Mr. Friedman just eloquently made about concern are well taken, and I think that thus far to date, as of now, the debtor has not met its burden to demonstrate that this is an appropriate loan for the estate to be involved in.

THE COURT: Thank you. Attorney Goldman.

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CLOSING ARGUMENT ON BEHALF OF UNSECURED CREDITORS MR. GOLDMAN: Yes. Thank you, Your Honor. Just to respond to a few of the points that Mr. Friedman made, and let me just say at the outset that the committee certainly shares the skepticism and, you know, outright disbelief that PAX has as to where these so-called family assets really reside, and who really controls them, which I think cries out for the need for funding for the disinterested committee in this case, and an examiner to do a proper investigation and uncover the rocks that need to be uncovered in this case to get the -- get at the bottom of what these assets are. Now Mr. Friedman referred to the idea that this is designed to protect Golden Spring from parties pursuing it. To the contrary. There's a specific carve out that we negotiated in the most recent version of the order that provides just the contrary. It states in the new paragraph 16 of the proposed order, that this interim DIP order shall not be construed in any way as a waiver or relinquishment of any rights that the debtor, the DIP lender, the committee, any creditor, or any estate representative may have to bring or be heard on any matter brought before this Court, including without limitation, any claims that may be asserted by the committee, any creditor, or any other estate representative

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against the DIP lender based on any conduct, act, or omission relating to the debtor, other than an extension of the interim DIP loan.

And then it goes on to list a litany of examples of what claims could be asserted, notwithstanding the reentry of this order, including veil piercing, substantive consolidation, fraudulent transfer.

So there's no protection in this order for Golden Spring against actions that a creditor or an estate -- a representative would bring.

I would point out that PAX is the only creditor of this estate that I'm aware of that has a judgment. And consequently, they have a substantial head start over every other non-insider creditor of this estate, which is why they want this case dismissed, so that they can sail off with the boat and wave in the rearview mirror to the other creditors of this estate.

All the other creditors are in the middle of litigation and they aren't certainly close to getting judgments, which is another reason why we need this loan to do a proper investigation for the benefit of all creations, not just the judgment creditors.

And PAX, like -- unlike the committee, is funded by a well-healed litigant, whereas the committee obviously has on funding to do anything in this case.

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So we considered it a win for the estate, this DIP loan, where we are being given the resources to get the tools we need to get to the bottom of where the assets are. And so, the -- so the case isn't -- so the case is used properly. Yes, the debtor only has -- or claims \$3,900 in assets and no income, but this bankruptcy case is legitimately used to discover where the assets are and to see if we can negotiation if, once they're encumbered, we can negotiate a plan that's acceptable to the creditor body. So I think that I would urge the Court to grant the DIP loan with the limitations and revisions that we've managed to negotiate with the debtor. As far as holding the funds, I find it anomalous that the U.S. Trustee would rather have the funds held by a debtor who they say should be replaced by a trustee as opposed to Pullman and Comley, which has been a firm that's been around since the early 1900s, and certainly the money is going nowhere. It is the functional equivalent of a retainer and they have no problem with Brown Rudnick holding \$1 million in their account. So there -- I would maintain, a complete disconnect between their position about wanting to appoint a trustee for the debtor, yet wanting him to hold the \$2

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| 567 | |-----| |-----|

| | 216 | |----|----------------------------------------------------------------| | 1 | million. So I think it's entirely proper for the Court to | | 2 | authorize us to hold money and be subject to all the orders | | 3 | of the Court, the interim compensation procedures, et | | 4 | cetera, and we'll be bound to hold the money in trust until | | 5 | authorized to disburse it by the Court. | | 6 | THE COURT: Okay. Thank you. | | 7 | MR. GOLDMAN: And that's all I have. | | 8 | THE COURT: Thank you. Mr. Jonas. | | 9 | MR. JONAS: Oh, I'm sorry. Your Honor -- | | 10 | THE COURT: Oh, Mr. Miltenberger. | | 11 | MR. JONAS: Yeah. Thank you. | | 12 | CLOSING ARGUMENT ON BEHALF OF GOLDEN SPRING NEW YORK | | 13 | MR. MILTENBERGER: Thank you, Your Honor. Timothy | | 14 | Miltenberger for Golden Spring New York. | | 15 | I'd just like to follow up briefly on some of the | | 16 | comments that Attorney Goldman made. As the Court knows, my | | 17 | client is interested in making a loan for the benefit of the | | 18 | estate. | | 19 | The position of PAX was, as it said earlier, | | 20 | something much more than meets the eye is happening here, | | 21 | and that's not something the Court's going to be able to | | 22 | decide today. | | 23 | And the way it's going to be decided is if there's | | 24 | money available to fund a committee and to fund an examiner | | 25 | so that everybody can understand what has or has not | | | |

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| | 217 | |----|---------------------------------------------------------------| | 1 | happened, and that's what Golden Springs would like to see | | 2 | happen. That's What the debtor would like to see happen. | | 3 | The big picture, as Attorney Friedman says, | | 4 | clearly points to the fact that a bankruptcy estate with \$9 | | 5 | million is better than a bankruptcy estate with zero | | 6 | dollars, and that's what this motion is about. It's not a | | 7 | close call. Having \$9 million is really in the benefit of | | 8 | the estate and all of its creditors. | | 9 | I can report to the Court that as of 3:30 | | 10 | yesterday, my client was wiring money to my firm. It has | | 11 | not yet been received by my firm, but it is in transit. | | 12 | When we have it, we'll make arrangements with the U.S. | | 13 | Trustee and all the parties as to where to warehouse that | | 14 | money after we give \$2 million to the committee. | | 15 | THE COURT: Are you saying that the entire \$9 | | 16 | million is coming to your firm? | | 17 | MR. MILTENBERGER: Yes, Your Honor. | | 18 | THE COURT: Okay. I just want to be clear, | | 19 | because we've talked to a lot of -- about a lot of different | | 20 | things happening at different points, so -- okay. Mr. | | 21 | Jonas? | | 22 | CLOSING ARGUMENT ON BEHALF OF THE DEBTOR | | 23 | MR. JONAS: Your Honor, Jeff Jonas from Brown | | 24 | Rudnick on behalf of the debtor. First let me say, Your | | 25 | Honor, I know it's been a long day, and on behalf of myself |

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and the firm and the debtor, I want to thank you. I think it's been under difficult circumstances. I actually think it came off pretty well and we thank the Court and the Court staff for accommodating us today.

That said, Your Honor, let me make a few remarks. Mr. Kwok filed this case, bankruptcy, to deal with his many alleged creditors, and he wants to do that during the breathing spell that bankruptcy affords. That's the whole purpose of bankruptcy.

Mr. Kwok is here in good faith. He's not only saying he wants to do that, but let's review the proof of that. He has arranged an unsecured subordinated \$9 million DIP loan to fund this case. Among other things, that will fund the creditor's committee to do their work. It will fund U.S. Trustee fees, and it will fund, if appointed, which we support, an independent examiner to investigate the allegations against him.

He also has obtained a commitment as set forth in the -- as filed in the proposed plan, to have a boat costing \$37 million contributed to creditors as set forth therein. There's been a lot of allegations against Mr. Kwok. Today, they're just that, allegations. There will be a time and a place for these allegations to be determined. In fact, Mr. Kwok, or the DIP lender is paying the cost of determining those allegations, and he welcomes that.

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There is no basis for the DIP loan, which all creditors as represented by the creditor's committee, support, except for one single creditor, PAX, which has a long history of litigating with Mr. Kwok. Your Honor, it would truly be a travesty if this debtor, on the basis and the record before this Court, can't go forward with this bankruptcy case, which would be the result if the DIP loan is not approved.

Let me respond to a number of the comments that were made. Mr. Friedman focuses on the alleged \$3,000 or so in assets. Your Honor, there's \$400 million, or thereabouts, I think it's 370-something, in claims asserted in this case. \$400 million. That should be the focus. That's what we're here -- we'll deal with those. Yes, there's disputes. That's what bankruptcy is for, to resolve on a financial basis, claims asserted against the debtor.

Mr. Kwok referred to -- I want to make one comment, Your Honor, which might be a little unusual, but Mr. Kwok referred to Chinese or Eastern culture, which I've learned during my career is very different than our Western culture.

And so, yes, a son may be prepared to lose millions of dollars in order to help and protect his father. And there was also a comment by Mr. Friedman that certain -- he said far-fetched testimony about communications between

Fiore Reporting and Transcription Service, Inc.

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| | 220 | |----|----------------------------------------------------------------| | 1 | Mr. Kwok and his son. I would suggest, Your Honor, that's | | 2 | easy for Mr. Friedman to say. His physical safety and his | | 3 | life and the life of his family are not at risk every day. | | 4 | By the way, Your Honor, with respect to the | | 5 | comments Mr. Friedman made on the DIP loan, had he called | | 6 | us, we'd be happy to accommodate many of his changes, which | | 7 | I'm about to do right now, but that didn't happen. So let | | 8 | me address them. | | 9 | First -- well, first he said there was no | | 10 | immediate need for financing. I think the evidence is | | 11 | uncontroverted on that by Mr. Kwok. Without the DIP there | | 12 | will be no creditor's committee to carry out its work, there | | 13 | will be no examiner, or at least funding for an examiner, if | | 14 | and when appointed to carry out its work. | | 15 | The DIP documents, Your Honor, were heavily | | 16 | negotiated with the creditor's committee. I think -- it's a | | 17 | little bit of a guess, but based on the drafts, and I wasn't | | 18 | in the weeds on it, but I think there were literally | | 19 | hundreds of changes made to accommodate creditor's | | 20 | committee's request. It was not -- it was in negotiation. | | 21 | It went probably until not that long ago today and into the | | 22 | night or nights, but nevertheless, there were many, many | | 23 | changes, and unfortunately, occasionally there will be a | | 24 | typo when that happens and the cash collateral reference is | | 25 | just that. It's a typo, it can be removed. |

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In terms of reporting, we're happy to provide PAX with reporting notices, et cetera, that's not a problem. We're happy to, as we've represented, if Mr. Friedman feels there needs to be better language making the loan fully subordinate to all creditors, we're happy to do that. There was a reference to *Circla* not being deemed an owner and having done a few DIPs in my day, I think that's -- I'm guessing that's probably in our form and it just got carried over. Again, creditor's committee didn't have an objection to it, but we'll remove it. Not a problem. Let me address the issue the U.S. Trustee made, and others, which is why not a gift. Your Honor, while the DIP loan may effectively be a gift in that it's unlikely to be repaid, the DIP lender gets to decide on what terms it will advance funds. Not creditors. Not the United States Trustee. You know, I have to say it's I think -- I'm not sure anybody has ever seen a DIP where the DIP lender has agreed to be fully subordinate, not be secured. Effectively, doesn't expect to get paid. Nevertheless, it's their -- they get to determine on what basis. They determine to do it as a loan. That's the basis on which we're before the Court. Your Honor, the Committee asked us to -- that it

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hold the funds, and again, on the basis set forth in the order. And in an effort -- in the many efforts we took to resolve disputes, which I think is our charge in many bankruptcy cases, an effort to get to an agreement, a consensual resolution, within my opinion, perhaps the most important creditor body in this case, the creditor's committee, we made many concessions. One of them was, okay, if you want to hold the money, hold the money. And now we're being criticized for that, and effectively it's being used as a basis for the DIP to not be approved. Again, Your Honor, we are here. We've agreed to a schedule to move forward on the motion to dismiss. I think you heard Mr. Kwok. He intends to be as open as possible. I think sometimes there are translation issues, but nevertheless, I think his testimony was honest today. He intends to continue down that road. He welcomes the opportunity to have an independent examiner take a look at everything and inform creditors and the Court. He's going to pay for that, and we welcome that day. I don't think today, unfounded allegations should be the basis to deny the DIP. And with that, Your Honor, we'd ask that the Court, with the changes which were -- I represented we're happy to make, approve the DIP. Thank you, Your Honor.

Fiore Reporting and Transcription Service, Inc.

THE COURT: Let me just ask you what version of

the order you want me to be looking at, because I'm looking at a version of an order that was filed on April 10th. MR. JONAS: May I just consult, Your Honor? THE COURT: Yes. MR. ROMNEY: And again, Your Honor, we would be prepared to make the changes I've mentioned, but let me check. THE COURT: Just a second, Attorney Friedman, okay? MR. JONAS: Your Honor, and I think Mr. Goldman can confirm this. The actual form we would have asked to, even before make -- agreeing to make changes to respond to Mr. Friedman hasn't been filed because we were working on it. THE COURT: Well, that's what I'm asking. MR. JONAS: Yeah. THE COURT: So there's nothing else that I should be looking at right now. MR. JONAS: No, but we will -- THE COURT: Okay. MR. JONAS: -- promptly, Your Honor, get that before the Court. THE COURT: Okay. Before I let others talk again, I think I may have said this to Attorney Baldiga in the beginning part of this case at a prior hearing. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 227 of

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You know, there's a lot -- obviously, I understand I think -- not as well as all of you do, but I understand what's happened among the parties, between obviously the debtor and PAX, but with other parties now involved, and one of the things I mentioned early on was when we have interim DIP orders in Connecticut, we often don't make a lot of the findings that you're asking -- at last that's -- that are in the April 10 version of this order, okay, because what we do we enter interim orders is we say, the debtor has demonstrated, or someone has demonstrated, or people agree, or whatever the situation may be, that for a period of time, whatever period of time it is, until we have another hearing and whether that's another interim order or a final order, this is what's going to happen. This much money is going to be loaned, this amount of money could be spent, doesn't necessarily have to be. There's some form of a budget that people all understand what's going to be spent. I understand all the issues about the employment of professionals and this process about getting people paid differently, and I understand what you're saying about funding the committee and paying for an examiner, but I want to be clear, and I tried to be clear at the beginning, so if I wasn't, that's my fault. I'm not going to enter an order that makes findings that are binding through the end of this

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 229 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 225 | | 1 | case when it's an interim order. That's just not going to | | 2 | happen because it's -- I don't think it's appropriate, | | 3 | right? I don't think that's appropriate. That's not what | | 4 | the bankruptcy code says. | | 5 | I understand why people have asked for that on | | 6 | many occasions, have fought for that, and often the Courts | | 7 | have allowed it. But we're in a unique situation here, | | 8 | right? | | 9 | We have an individual Chapter 11 debtor who has no | | 10 | income, doesn't have a -- well, maybe he does now have a | | 11 | bank account. I'm sorry. I'm trying to remember what Mr. | | 12 | Kwok testified about. And -- but there's going to be \$8 | | 13 | million that comes in. 9 million, actually. | | 14 | I don't know if that's -- I don't know if that's | | 15 | the way things should proceed at this point, that it may be | | 16 | that the parties should discuss this more incrementally to - | | 17 | - because I am not going to make all these findings. I | | 18 | don't know why I'd need to make a finding of good cause at | | 19 | this point in time when there -- all we would be doing on an | | 20 | interim basis is -- you know, we're talking about the | | 21 | immediate need for funding. | | 22 | Well, what needs to be funded? Mr. Kwok's living | | 23 | expenses don't, because that doesn't -- that's not part of | | 24 | this. So what needs to be funded to keep this estate open? | | 25 | What needs to be funded is the payment of professional fees. |

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| | 226 | |----|------------------------------------------------------------------| | 1 | That's -- I mean, and tell me what else, because I | | 2 | could be missing something and I -- | | 3 | MR. JONAS: That's largely -- that's -- | | 4 | MS. CLAIBORN: Quarterly fees. | | 5 | THE COURT: I mean -- | | 6 | MR. JONAS: And U.S. Trustee fees. | | 7 | THE COURT: Yeah. But -- okay. I'd consider that | | 8 | somewhat professional fees, Attorney Claiborn, even though I | | 9 | know they're not, but they're a fee of the estate. They're | | 10 | an expense of the estate, right? | | 11 | So we have -- we have a lot of issues here. We | | 12 | have a lot of findings that I'm being made to -- you know, I | | 13 | have to say -- I'd have to say, you met your burden of proof | | 14 | on all that. I don't know if you want me to do that at this | | 15 | point, number one. | | 16 | Number 2, there's a hearing coming up on a motion | | 17 | to dismiss, which is only -- it's less than a month away, | | 18 | we're going to start that hearing. Okay? There's also this | | 19 | issue of the -- in the alternative, the appointment of a | | 20 | trustee, in the alternative, the U.S. Trustee's motion for | | 21 | an appointment of an examiner. | | 22 | I understand, and you've said it and everyone's | | 23 | said it on the debtor's side, that the debtor will pay for | | 24 | the examiner. But I want to know what is examiner going to | | 25 | -- what power does the examiner have? It doesn't have any | | | |

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| | 227 | |----|----------------------------------------------------------------| | 1 | power. It just has the ability, if there is an examiner, to | | 2 | collect information and prepare a report, right? | | 3 | Not that that's not -- not that that can't be | | 4 | helpful in a case, but I'm not sure that's helpful in this | | 5 | case. We already know what the examiner is going to find, I | | 6 | think, based upon the testimony of Mr. Kwok and apparently - | | 7 | - and I haven't looked -- as I said, I haven't looked at any | | 8 | of the exhibits which is why I didn't know who the 30(b)(6) | | 9 | representative was. | | 10 | MR. JONAS: Uh-huh. | | 11 | THE COURT: But there isn't anything here in this | | 12 | estate, other than the loans that could be made, and the | | 13 | fact that Mr. Kwok can continue to live, so that's a good | | 14 | thing. We're not worried about the debtor not being able to | | 15 | live, which often is a situation in this cases. We don't | | 16 | have that issue. | | 17 | But what we do have is we have -- whether or not | | 18 | it's only one creditor, we have a creditor who has asserted | | 19 | certain issues in this case that have to be addressed one | | 20 | way or another, and the long story short is, if we start -- | | 21 | when you say there's \$400 million in claims -- | | 22 | MR. JONAS: Yes, Your Honor. | | 23 | THE COURT: -- I think you said, but isn't half of | | 24 | that PAX's with the judgment and the contempt judgment? I | | 25 | mean, so that's half -- half of the claims here are -- |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 232 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 228 | | 1 | belong to one creditor. And it's an individual Chapter 11 | | 2 | case, so that one creditor has a lot of power, which is | | 3 | different than it would be if we were in a corporate Chapter | | 4 | 11 case. | | 5 | So what -- all I'm suggesting to you, all of you | | 6 | today, is I don't even know what -- I mean, I do. I looked | | 7 | at the order Mr. Friedman asked me to look at, and he wants | | 8 | to say something else, and Attorney Claiborn wants to say | | 9 | something else, and of course I'm going to allow that to | | 10 | happen. | | 11 | But if there isn't an agreement on to some kind of | | 12 | form and order, then I'm going to make rulings that may not | | 13 | be what the debtor is looking for, and I don't -- and maybe | | 14 | not be what PAX or the creditor committee is looking for | | 15 | either. | | 16 | But as Mr. -- one thing Mr. Goldman said that is | | 17 | correct is, they're all intertwined, right? Everything that | | 18 | happened today is intertwined, and to enter orders other | | 19 | than the -- I would say the Brown Rudnick order, which I | | 20 | would say is more what I would say, routine, versus some of | | 21 | the other orders that I'm being asked to enter, including | | 22 | the payment of professionals on an ongoing basis that is | | 23 | allowed to happen in less time than the bankruptcy code | | 24 | provides, then I think there has to be some understanding | | 25 | that there should be some incremental review and analysis of |

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what you're asking the Court to do. Now, that may be no problem because you're working on this order, and you may be able to say all those things. But there's a lot of findings I'm being made to find in this order that I'm not sure I'm prepared to make at an interim basis, with everything else that's going on in this case. I have to look at it that way. Whether or not you agree with that, and I don't mean you personally, I don't mean the debtor or -- whether or not anybody agrees with it, I mean, I -- you -- absolutely, we can agree to disagree. But that's what I have to do, right? I have to think about the case as a whole. I think you parties have made very good progress, and I don't think that every single case has to be consensual. That's not what I'm saying. But I'm not sure that I'm going to enter the order that I've looked at that Mr. -- that Friedman has pointed out to me with any kind of binding findings in it, in this case. So while I understand everything everyone has said, or at least I've tried to. I'm not saying I couldn't have made a mistake, but I've tried to, I'm going to still have to look at whatever you all negotiate. MR. JONAS: Absolutely. THE COURT: And I may disagree. And so, if I disagree, we'll have to have -- you know, we'll have some

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 234 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 230 | | 1 | kind of conference and we'll talk about it, but I think that | | 2 | you need to think about that. | | 3 | I did hear -- and, Mr. Friedman, I did hear Mr. | | 4 | Jonas say that a lot of -- not all, but a lot of the issues | | 5 | that you raised, they'll accommodate, which I think is | | 6 | again, progress. Whether you are all going to come to an | | 7 | agreement completely, I don't know. | | 8 | MR. JONAS: Your Honor, may I just make two | | 9 | points? | | 10 | THE COURT: Sure. | | 11 | MR. JONAS: First, I'll just say this. As he said | | 12 | about me, Your Honor, I respect Mr. Friedman a great deal, | | 13 | but unfortunately I -- my impression, maybe he'll tell me | | 14 | I'm wrong -- we will never -- there's no way to reach a | | 15 | consensual resolution because there -- | | 16 | THE COURT: On this order, right? | | 17 | MR. JONAS: On this order, because -- | | 18 | THE COURT: I think that's right. | | 19 | MR. JONAS: -- they're -- you know, we could give | | 20 | them everything -- all of it specific points, and then he | | 21 | said, well, but I don't want you to lose track, Your Honor, | | 22 | that we're still opposing this. So that's just number one. | | 23 | We can try, and we'll continue to try. | | 24 | Point number 2, Your Honor, is let me apologize | | 25 | because I do remember you early on talking about findings of |

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fact, and we didn't -- maybe we didn't hear you well enough. I certainly hear you now, and we would -- I welcome the opportunity to take up many of the findings. I have to -- obviously, we have to talk to our DIP lender, but let us take those up. I'm guessing we will be able to streamline and eliminate many of them now having heard the Court better, and I hope when we submit -- and obviously, we'll provide it to all other parties, I hope when we next submit a revised draft, it will be much more something you'd be prepared to sign. Again, we may need another conference. We're happy to do that, but those are my comments, Your Honor. THE COURT: Okay. And that's more than fair, and I -- all I'm suggesting to you is that as, I said a few weeks ago when we were talking about the relief from stay timing and the motion to dismiss timing, that I can't look at this DIP motion as the only motion in the case. I can't. MR. JONAS: Uh-huh. THE COURT: It affects other things. Mr. Goldman, as I said, I keep pointing to Mr. Goldman, but he was right. They're all intertwined. And so, I'm happy to hear what you all -- look at what you all come up with. MR. JONAS: Very good, Your Honor. THE COURT: Okay?

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 236 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 232 | | 1 | MR. JONAS: Thank you. | | 2 | THE COURT: All right. Thank you. Mr. Friedman? | | 3 | MR. FRIEDMAN: Thanks, Mr. Jonas. I appreciate | | 4 | it. | | 5 | MR. JONAS: Okay. | | 6 | MR. FRIEDMAN: I always do. I have three quick | | 7 | things to say. First, Your Honor, it's true, we can't tell | | 8 | Golden Spring it has to make a loan, but you can. You can | | 9 | tell them that this proposed -- I'm sorry, that they can't - | | 10 | - it doesn't have to be a gift. You can. You don't have to | | 11 | approve this as a loan. | | 12 | The second thing, Your Honor, is yes, PAX has a | | 13 | long history of litigating against Mr. Kwok. Has a long | | 14 | history of winning its litigation. It has \$268 million in | | 15 | claims. | | 16 | It is the only creditor with a liquidated claim | | 17 | that is non-insider as far as I'm aware. And the third | | 18 | point is, just like I said, listen to the small word, we. I | | 19 | would say, at the end of Mr. Jonas's remakes he said, he | | 20 | wants to pay for it. Right. He. Mr. Kwok, which is again, | | 21 | I just think a tell about ultimately where the money is | | 22 | coming from. Thank you, Your Honor. | | 23 | THE COURT: Thank you. Attorney Claiborn? | | 24 | MS. CLAIBORN: Your Honor, I just wanted to let | | 25 | the Court know that I haven't seen a revised draft of the |

| | 567 | |----|--------------------------------------------------------------| | | 233 | | 1 | order, so therefore, I don't know whether or not there are | | 2 | other concerns that I would like to bring to the Court's | | 3 | attention. | | 4 | THE COURT: Yeah, I mean, I think -- | | 5 | MS. CLAIBORN: I might -- | | 6 | THE COURT: -- that Mr. Jonas has made that clear, | | 7 | and that's why I think we're going to have to have another | | 8 | conference most likely, if there isn't an agreement, and I'm | | 9 | not -- I don't believe there will be an agreement, so I | | 10 | think there has to be another conference. | | 11 | MS. CLAIBORN: Thank you for that opportunity. I | | 12 | just wanted to let the Court know that I might have some | | 13 | thoughts. | | 14 | THE COURT: I thank you. And see, what I normally | | 15 | do, is when we have an interim order, we have a date. The | | 16 | order goes into effect one day, and it expires on a date in | | 17 | the future, and there's a budget that is connected to that. | | 18 | You know, and it may not be a budget in the sense of a cash | | 19 | collateral budget, you know, but how much money is coming in | | 20 | and what could -- what is authorized to be spent during that | | 21 | period of time, and for what. | | 22 | And then that -- then if you want to talk about | | 23 | transparency, that's transparency. Everybody knows that X | | 24 | amount was approved. X amount came in, and then the line | | 25 | items on the -- whatever the -- you don't have to call it a |

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budget. You can call it whatever you want to call it. Authorization for payments during interim DIP loan period, then we know what's going on. Then no one is questioning what's happening. And then you get approval, Mr. Jonas, for certain things that apply to that interim period, which is better than not getting approval to anything at all. And that, I could do, but I'm not in a position -- and I -- when I say I, I mean the bank -- the person who happens to be sitting here as the judge in this case, feels it's inappropriate at this point in time, at this point in time, to make findings that will be binding throughout the case. So I think I've made that clear. So the issue is, how much time do we need -- are Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 238 of

we continuing -- we're not -- the evidence is done with regard to the DIP financing motion. Are we continuing the hearing solely to work out what essentially is -- are the terms and conditions of an interim DIP financing order which should have, as part of it, a period of time that this financing would be applicable to, and what amounts would come in through the funding, and I want to say to the estate, but we have an issue here of where the funds are going still, and so I won't quite say that, and what amounts are authorized to be paid or accrued against that loan during that period of time. That's what I think is

appropriate under those -- under these circumstances. So what are the parties thoughts. Are we talking about -- today's what? Wednesday? Are we talking about coming back, you know, Friday? Are we talking about coming back Monday, Tuesday, Wednesday of next week? What are we talking about? MR. GOLDMAN: Your Honor, I know for the committee, I was planning to be at the ABS Spring meeting Thursday and Friday, so I would say -- THE COURT: Meaning tomorrow and the next day? MR. GOLDMAN: Yes. Yes. Yes. THE COURT: Okay. MR. GOLDMAN: And so, any time next week. You know, on this budget concept, so I can give some clarity -- THE COURT: Well, it may not -- I said budget isn't exactly the right word, but it's authorized accruals or payments or whatever you want to call it against what's funded, right? \$400,000 comes in. I'm just pulling a name, it doesn't mean anything. And during -- for the next four weeks, these amount of monies can be accrued against those dollars for these reasons. MR. GOLDMAN: So -- THE COURT: I mean, we don't have to worry about funding Mr. Kwok's life. That's a good thing. But if everything else is going to be about every -- the parties

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| | 236 | |----|------------------------------------------------------------------| | 1 | getting paid, then I want to know what it is everybody | | 2 | thinks they're going to get paid for the next four weeks, | | 3 | even if you're not authorized to draw it out yet. | | 4 | MR. GOLDMAN: Yeah. And, Your Honor, I think the | | 5 | most we could expect to have is an estimate, really. | | 6 | THE COURT: I understand that. I'm not -- oh, I'm | | 7 | not -- a budget is a budget. It doesn't always meet -- you | | 8 | don't always meet it. I'm not asking for an accounting | | 9 | that's audited. I'm asking for -- I want to know. You | | 10 | know, the order says there's an immediate need for funding. | | 11 | What's the immediate need? Show me what it is and how much, | | 12 | and what it is for. | | 13 | I mean, this is not -- this is not a case where | | 14 | you have a company that is producing some form of a product | | 15 | that is generating revenue that continues -- that's not what | | 16 | we have. We all know that. So there has to be some | | 17 | control, or at least oversight by the Court with regard to | | 18 | these issues, right? Otherwise, why am I here? You can all | | 19 | go do this out in the hallway -- | | 20 | MR. GOLDMAN: Yeah. | | 21 | THE COURT: -- and see how that works out. | | 22 | MR. GOLDMAN: Well, I'm just -- | | 23 | THE COURT: But that's why I'm here, right? To | | 24 | make sure that we -- this doesn't go awry, and we also have | | 25 | other motions pending that may -- may completely -- you |

| 567 | | |-----|--| |-----|--|

| | 237 | |----|---------------------------------------------------------------| | 1 | know, who knows, have the case be dismissed in five weeks. | | 2 | I don't know. That could happen. I haven't heard any | | 3 | arguments on that yet. I haven't seen your papers. | | 4 | Nobody's -- nor should you. You just all agreed today when | | 5 | you're going to file your papers. | | 6 | So I don't know what they're going to say, but I | | 7 | have to -- I have to be -- I think you have to treat it | | 8 | practically and not theoretically. | | 9 | And the practical reality of this case is, from | | 10 | the moment it started, there is opposition and there's | | 11 | strong opposition, and I'm not passing on whether that's | | 12 | warranted or not. It's a reality. It's a reality that | | 13 | there is -- there are all kinds of things that happened | | 14 | before this case came here, which is often the case, but I | | 15 | can't ignore that either. Okay. I can't ignore that. | | 16 | So all I'm suggesting is, you come up with a | | 17 | period of time that there's this first wave of monies come | | 18 | in, whatever it may be. And maybe there isn't going to be | | 19 | agreement, and then I'll finally have to decide what it's | | 20 | going to be. But then -- and you tell me, and the world, | | 21 | because it's going to be public, what the monies are going | | 22 | to be spent on, even if they're not drawn down during that | | 23 | period of time, right? | | 24 | So anyway, I think that's pretty clear. Maybe | | 25 | it's not. |

MR. GOLDMAN: So -- no, understood, Your Honor. THE COURT: Okay. MR. FRIEDMAN: Your Honor, so we have a theological objection. It's -- we have practical objections. I'm going to express, actually, a pretty high degree of confidence that we can work out our practical issues, right? The DIP issue is theological to us. We don't believe it should be entered. I also realize bankruptcy exists on your deep rooted beliefs on the one hand, and the nitty-gritty practical on the other. I will work with Mr. Jonas, Mr. Goldman, Ms. Claiborn, to deal with our practical issues where we can compromise and where we can't, but -- THE COURT: Right. I have to rule. I understand. MR. FRIEDMAN: So -- THE COURT: And I'm happy to do that. MR. FRIEDMAN: -- so I guess the question I have is, if we need a further hearing, or really it sounds like a conference, I'm in California next week. Is it doable by Zoom? I'm going to -- THE COURT: Yes. MR. FRIEDMAN: Okay. THE COURT: Yes. MR. FRIEDMAN: Thank you. THE COURT: See, and the problem is, I'm looking

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at an order that is now two weeks old, so it's stale. So I'm not going to just enter an order that somebody presents when there's nobody here to talk to me about it, right? I'm not going to do that. I -- you know, unfortunately, someone's name has to be on that order and I'm going to read the order before I enter it, and I have to make sure that it complies with the bankruptcy code and rules and all those things. So -- but yes, we can absolutely do it. I'm not going to drag you all back in here. We've had the evidentiary hearing, but I do want to see the order before we have a conference, otherwise, I don't think it's a meaningful conference. Okay. MR. FRIEDMAN: Yep. Yep. THE COURT: So you can even all tell me tomorrow. I mean, you know, I don't -- whatever works for you. I'm not trying to stand here and say, you need to tell me right now and we have to make a date on all those things. And I say that, but I should look and see what's on next week, although I don't think it's bad. I don't -- I could be wrong, though, so let me just -- let me just take a five- second look, okay? Tuesday is not good. Wednesday is definitely a possibility without question, except for the middle of the day. Thursday, we have Chapter 13 hearings. We could do it

in the afternoon on Thursday. MR. JONAS: Your Honor. THE COURT: Yes. MR. JONAS: Could I suggest that we just put a placeholder on it? I think you said Wednesday sounded like the best day. THE COURT: Other than between -- MR. JONAS: By Zoom, to -- THE COURT: Yeah. MR. JONAS: -- certainly to accommodate everyone. I think that might make -- and then we'll all work towards that. THE COURT: Yes. MR. JONAS: Obviously try and, you know, report to the Court. Hopefully submit as early in advance, as much in advance of that as possible, submit a form of order, maybe even agreed, who knows, but I think that would be very helpful, Your Honor. THE COURT: All right. Well, on -- that's fine, but I'm going to want the order -- MR. JONAS: Yes. THE COURT: -- if we're going to have a conference on Wednesday, I can do it in the morning or the afternoon, but I can't do it between 12:30 and 2:00 p.m. MR. JONAS: Your Honor, I think to accommodate Mr.

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| 1 | Friedman, who's going to -- | |----|-------------------------------------------------------------| | 2 | THE COURT: Oh, you're going to be in California. | | 3 | MR. JONAS: -- in California -- | | 4 | THE COURT: So -- | | 5 | MR. JONAS: -- the afternoon will be fine. | | 6 | THE COURT: -- 2:00 p.m. You want -- you want | | 7 | later than 2:00 p.m.? | | 8 | MR. FRIEDMAN: 2:00 p.m. is perfect. Thank you, | | 9 | Your Honor. | | 10 | THE COURT: All right. So -- and if I'm five or | | 11 | ten minutes late, don't worry about it, I'm -- just have to | | 12 | do something with a school, so I could be five or ten | | 13 | minutes late, and if we are -- if you have to hold on the | | 14 | Zoom call, you'll have to hold on the Zoom call, okay? | | 15 | But I would like -- I would like the order by 2:00 | | 16 | p.m. the day before. I mean, I've got to be able to read | | 17 | it, right? | | 18 | MR. JONAS: Understood, Your Honor, and thank you | | 19 | for that. | | 20 | THE COURT: All right. So then I'll just block | | 21 | off the rest of that afternoon for now, and hopefully we | | 22 | won't take the all -- but if we do, we do. | | 23 | I mean, so the only thing left on the calendar | | 24 | today that wasn't resolved was -- subject to the submission | | 25 | of revised proposed orders or a scheduling order on the |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 246 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 242 | | 1 | motion to dismiss was this DIP financing motion, which is | | 2 | 117, I believe. | | 3 | Yes, so then, 117 is continued. The hearing is | | 4 | continued to Wednesday -- to May 4th at 2:00 p.m. remotely, | | 5 | via Zoom, okay? You'll have to reach out to the courtroom - | | 6 | - there's a courtroom -- what is the address? I forget. | | 7 | There's an email address that you would have to reach out to | | 8 | to get the Zoom information. Is that Court Connect? | | 9 | Calendar Connect? | | 10 | THE CLERK: Calendar. | | 11 | THE COURT: Calendar Connect. Did you have a | | 12 | question, Attorney Claiborn? | | 13 | MS. CLAIBORN: Your Honor, I did promise to report | | 14 | back to the Court on the monthly compensation order -- | | 15 | THE COURT: Yes. | | 16 | MS. CLAIBORN: -- before we ended today, and I can | | 17 | do that now, which is that I have looked at that and the | | 18 | U.S. Trustee is okay with that order that was uploaded. | | 19 | THE COURT: And is that on the docket? | | 20 | MS. CLAIBORN: Yes. | | 21 | THE COURT: What's the -- what number is that? Or | | 22 | do you know? If you don't know, we can look. I'm just | | 23 | saying, I thought maybe you had it at your disposal. | | 24 | MS. CLAIBORN: I didn't write it down, but it was | | 25 | docketed earlier today. |

THE COURT: Okay. UNIDENTIFIED SPEAKER: Your Honor, it's Docket Number 263. THE COURT: 263. Okay. Thank you. All right. So I'll take a look. I've got a few of your orders to take a look at. And, you know, I'm sure they're fine, so we'll - - and if there aren't -- if they aren't for some reason, we'll let you know. But in the meantime, is there anything else that we should be doing today, because I think we've addressed everything, unless I'm forgetting something. MR. JONAS: Nothing further here, Your Honor. THE COURT: Okay. All right. Well, I do appreciate the cooperation of the parties and the progress that has been made. I again want to be clear, I'm not suggesting that everything has to be consented to. That's not how it works. I understand that. But I still appreciate when things -- some issues, and many issues today were resolved upon agreement, which is helpful, very helpful. And I appreciate the parties efforts in trying to resolve these matters. I will take a look at all the orders that we discussed on the record today that were submitted either yesterday or today and try to get those entered tomorrow, and then with regard to the DIP financing motion, that's

| | 567 | |----|-------------------------------------------------------------| | | 244 | | 1 | continued to next week at 2:00 p.m. remotely. Okay? | | 2 | MR. JONAS: Your Honor, I just, I guess -- | | 3 | THE COURT: Who am I missing? Okay. | | 4 | MR. JONAS: -- the Verdolino and Lowey submission | | 5 | is like -- I guess you said you were just going to consider | | 6 | the evidence before -- | | 7 | THE COURT: I took it under advisement. | | 8 | MR. JONAS: Thank you, Your Honor. | | 9 | THE COURT: So I have to review -- I want to | | 10 | review the evidence that was submitted today, and I will -- | | 11 | and it will note on the -- it will note on the docket -- | | 12 | should note on the docket that it was taken under | | 13 | advisement. Okay? | | 14 | MR. JONAS: Better -- I'm sorry. Just one quick | | 15 | comment. | | 16 | THE COURT: Sure. | | 17 | MR. JONAS: I just looked at my calendar. I may | | 18 | need to do next -- because I'm before Judge Kaplan in the | | 19 | Johnson and Johnson case in Trenton in the morning, I may | | 20 | have to do it remotely, but since it's Zoom it shouldn't | | 21 | matter, but I -- | | 22 | THE COURT: Shouldn't matter. That's right. | | 23 | MR. JONAS: -- just wanted to let you know. Thank | | 24 | you. | | 25 | THE COURT: I'm sure Judge Kaplan can find a room | | | |

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| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 249 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 245 | | 1 | for you. | | 2 | MR. JONAS: Yes, I'm sure. Thank you. | | 3 | THE COURT: Okay. Okay. All right. Anything | | 4 | further from anyone? | | 5 | All right. So since we've addressed all the | | 6 | matters in the Kwok case today, court is adjourned. | | 7 | (Proceedings adjourned at 5:34 p.m.) | | 8 | I, CHRISTINE FIORE, court-approved transcriber and | | 9 | certified electronic reporter and transcriber, certify that | | 10 | the foregoing is a correct transcript from the official | | 11 | electronic sound recording of the proceedings in the above | | 12 | entitled matter. | | 13 | | | 14 | | | 15 | May 3, 2022 | | 16 | Christine Fiore, CERT-410 | | 17 | Transcriber | | 18 | | | 19 | | | 20 | | | 21 | | | 22 | | | 23 | | | 24 | | | 25 | | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 567 | Page 250 of | |----|----------------------------------------------------------------------------------|-------------| | | | 246 | | 1 | | | | 2 | INDEX | | | 3 | | | | 4 | WITNESSES DIRECT CROSS REDIRECT | RECROSS | | 5 | FOR THE DEBTOR: | | | 6 | Craig R. Jalbert 26 39 71 | 75 | | 7 | | | | 8 | Ho Wan Kwok 138 155,181 | | | 9 | | | | 10 | | | | 11 | COURT EXHIBITS: | ID Rec'd | | 12 | 1 Craig answer to Aronsson question under seal | 62 | | 13 | | | | 14 | PAX EXHIBITS: | | | 15 | 17 Transcript of 341 Meeting | 180 | | 16 | 18 Ace Decade Affidavit in English | 180 | | 17 | 19 Ace Decade Affidavit in Chinese | 180 | | 18 | 15 Wang Deposition Transcript | 198 | | 19 | | | | 20 | CLOSING ARGUMENT: | | | 21 | On Behalf of PAX | 199 | | 22 | On Behalf of the United States Trustee | 211 | | 23 | On Behalf of the Unsecured Creditors | 213 | | 24 | On Behalf of Golden Springs New York | 216 | | 25 | On Behalf of the Debtor | 217 |

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# **EXHIBIT 2**

1 2 UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT 3 BRIDGEPORT DIVISION ------------------------------------------X 4 IN RE: 5 Chapter 11 HO WAN KWOK, 6 Case No. 22-50073(JAM) 7 Debtor. 8 ------------------------------------------X 9 10 DATE: April 8, 2022 11 TIME: 10:17 A.M. 12 13 14 VIDEO-RECORDED DEPOSITION OF CRAIG 15 JALBERT of VERDOLINO & LOWEY, P.C., in the 16 above entitled matter, at the above date 17 and time, held at the offices of O'Melveny 18 & Myers LLP, 7 Times Square, New York, New 19 York 10036, by Lenaya Lynch, a Notary 20 Public and Shorthand Reporter of the State 21 of New York. 22 23 24 25 Page 1

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567

| 1 | 1 | C. JALBERT | |---------------------------------------------------------------|----------------------|-----------------------------------------------------------------------------------| | 2 A P P E A R A N C E S: 3 O'MELVENY & MYERS LLP | 2 | York. My name is Jonathan DiFilippo | | Attorneys for PACIFIC ALLIANCE ASIA | 3 | from the firm Veritext and I am the | | 4 OPPORTUNITY FUND LLP 7 Times Square, 30th Floor | 4 | videographer. The Court Reporter is | | 5 New York, New York 10036 BY: LAURA ARONSSON, ESQ. | 5 | Lenaya Lynch from the firm, Veritext. | | 6 DAVID HARBACH, ESQ. | 6 | I'm not authorized to administer an | | MaKENZIE B. RUSSO, ESQ. 7 | 7 | oath. I'm not related to any party | | 8 BROWN RUDNICK LLP | 8 | in this action nor am I financially | | 9 Attorneys for HO WAN KWOK | 9 | interested in the outcome. | | 7 Times Square 10 New York, New York 10036 | 10 | Counsel and all present in the | | BY: KENNETH J. AULET, ESQ. | 11 | room and everyone attending remotely | | 11 12 | 12 | will now state their appearances and | | PULLMAN & COMLEY LLC 13 Attorneys for CREDITOR'S COMMITTEE | 13 | affiliations for the record. If | | 850 Main Street | 14 | there are any objections to the | | 14 PO Box 7006 Bridgeport, Connecticut 06601 | 15 | proceeding, please state them at the | | 15 BY: IRVE J. GOLDMAN, ESQ. | 16 | time of your appearance beginning | | 16 17 COHN, BIRNBAUM, SHEA P.C. | 17 | with the noticing attorney. | | Attorney for GOLDEN SPRING 18 100 Pearl Street, Suite 12 | 18 | MS. ARONSSON: Laura Aronsson, | | New Haven, Connecticut 06103 | 19 | O'Melveny and Myers for Pacific | | 19 BY: TIMOTHY MILTENBERGER, ESQ. via Teleconference | 20 | Alliance Asia Opportunity Fund LP. | | 20 | 21 | MR. HARBACH: David Harbach | | 21 ALSO PRESENT: | 22 | with O'Melveny and Myers for the same | | 22 JON DIFILIPPO, Legal Videographer | 23 client. | | | 23 | 24 | MS. RUSSO: Makenzie Russo with | | 24 * * * 25 | 25 | O'Melveny and Myers for the same | | Page 2 | | Page 4 | | 1 C. JALBERT | 1 | C. JALBERT | | 2 THE VIDEOGRAPHER: Good | 2 client. | | | 3 morning. We are going on the record | 3 | MR. AULET: Kenneth Aulet of | | 4 at 10:17 a.m. on April 22nd -- I'm | 4 | Brown Rudnick, proposed counsel for | | 5 sorry, April 8th, 2022. Please note | 5 | the debtor, Ho Wan Kwok. | | 6 that the microphones are sensitive | 6 | MR. GOLDMAN: Irve Goldman, | | 7 and may pick up whispering, private | 7 | Pullman and Comley, proposed counsel | | 8 conversations and cellular | 8 | for the Creditor's Committee. | | 9 interference. Please turn off all | 9 | THE VIDEOGRAPHER: Will the | | 10 cell phones or place them away from | 10 | Court Reporter please swear in the | | 11 the microphone as they can interfere | 11 Witness? | | | 12 with the deposition audio. Audio and | 12 | MR. AULET: There's one person | | 13 video recording will continue to take | 13 on the line. | | | 14 place unless all parties agree to go | 14 | MR. MILTENBERGER: Are we done | | 15 off the record. | 15 | with the people in person? Timothy | | 16 This is Media Unit 1 of the | 16 | Miltenberger for Golden Spring, NY | | 17 video-recorded deposition of Craig | 17 Limited. | | | 18 Jalbert in the matter of re: Ho Wan | 18 | THE VIDEOGRAPHER: Will the | | 19 Kwok filed in the United States | 19 | Court Reporter please swear in the | | 20 Bankruptcy Court, District of | 20 Witness? | | | 21 Connecticut, Bridgeport Division, | 21 | C R A I G J A L B E R T, called as a | | 22 Case Number 22-50073. | 22 | witness, having been first duly sworn by a | | 23 This deposition is being held | 23 24 | Notary Public of the State of New York, was examined and testified as follows: | | 24 at O'Melveny and Myers LLP, located | | | | 25 at Times Square Tower, New York, New | 25 EXAMINATION BY | |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|---------------------------------------------|----|-------------------------------------------------------| | 2 | MS. ARONSSON: | 2 | A. Yes. | | 3 | Q. Please state your name for the | 3 | Q. Do you understand that means | | 4 | record. | 4 | that you're swearing that all of your | | 5 | A. Craig Jalbert, J-A-L-B-E-R-T. | 5 | answers are truthful? | | 6 | Q. What is your address? | 6 | A. Yes. | | 7 | A. Home address? The business | 7 | Q. And that you are subject to the | | 8 | address is 124 Washington Street, Suite | 8 | penalty of perjury? | | 9 | 101, Foxboro, Massachusetts 02035. | 9 | A. Yes. | | 10 | Q. Good morning. We previously | 10 | Q. The Videographer is recording | | 11 | met off the record. On the record, my name | 11 | everything on camera and the Court Reporter | | 12 | is Laura Aronsson and I'm an attorney at | 12 | is preparing a written record of what we | | 13 | O'Melveny and Myers for Pacific Alliance | 13 | discuss here today and will later produce a | | 14 | Asia Opportunity Fund. Mr. Jalbert, have | 14 | copy of that transcript. Do you | | 15 | you ever testified in court before? | 15 | understand? | | 16 | A. Yes. | 16 | A. Yes. | | 17 | Q. In what case -- or I'll start | 17 | Q. Unlike normal conversation, it | | 18 | how many times? | 18 | is important that we not talk over one | | 19 | A. 50, 60, 70 something. | 19 | another. Please wait for me to finish my | | 20 | MR. GOLDMAN: Before we get too | 20 | question before you answer. I'll try to do | | 21 | far into things, can I just ask -- | 21 | the same for you. Do you understand? | | 22 | this is a notice of deposition | 22 | A. Yes. | | 23 | relating to what contested matter? | 23 | Q. Your answers need to be | | 24 | There are a number of motions before | 24 | audible. A shake of the head is | | 25 | the Court. The notice of deposition | 25 | insufficient as are statements like uh-huh. | | | Page 6 | | Page 8 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | doesn't indicate which of the matters | 2 | Do you understand? | | 3 | it relates to. | 3 | A. Understood. | | 4 | MS. ARONSSON: Sure. So we | 4 | Q. If you do not understand my | | 5 | have -- we served a 30(b)6 notice of | 5 | question, please ask me to repeat. | | 6 | deposition which I'll mark as an | 6 | Otherwise, I'll assume that you do | | 7 | exhibit so that we're all on the same | 7 | understand the question. Is that okay? | | 8 | page but it relates to the retention | 8 | A. Yes. | | 9 | of Verdolino and Lowey. | 9 | Q. If you need a break, just let | | 10 | MR. GOLDMAN: All right. I | 10 | me know and we can take one but if there's | | 11 | | 11 | | | | just wasn't sure because it's not | | a question pending, please answer it before | | | 12 identified on the notice. | 12 | we break. Are you represented by Counsel | | 13 | MS. ARONSSON: Thank you. | 13 | today? | | 14 | Q. Sorry. You said 50 or 60 | 14 | A. I think so. | | 15 | times? | 15 | Q. Who do you understand to be | | 16 | A. 70, 80, I don't know. I have | 16 | representing you? | | 17 | not kept -- I've got a list of ten years | 17 | A. Ken Aulet. | | 18 | that goes back 40 or 50 and I've been doing | 18 | Q. If your attorney objects to a | | 19 | it for 30. So no idea. | 19 | question, you should still answer it unless | | 20 | Q. Well, we can talk about some of | 20 | you don't understand the question or | | 21 | the broad categories of experience you have | 21 | Counsel instructs you not to answer. Do | | 22 | later but let's start just to go over a few | 22 | you understand? | | 23 | procedures that I'm sure you're familiar | 23 | A. Yes. | | 24 | with. Do you understand that you're | 24 | Q. Are you suffering from any | | 25 | testifying under oath today? Page 7 | 25 | condition that would impair your ability to Page 9 |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|---------------------------------------------|----|---------------------------------------------| | 2 | testify accurately or truthfully? | 2 | been designated to testify about each topic | | 3 | A. No. | 3 | listed here? | | 4 | Q. Are you taking any medications | 4 | MR. AULET: Objection. | | 5 | that might interfere with your ability to | 5 | A. Yes. | | 6 | give accurate or truthful testimony? | 6 | MR. AULET: He's been | | 7 | A. No. | 7 | designated as per our responses and | | 8 | Q. Is there any reason why you | 8 | objections. | | 9 | cannot testify truthfully and accurately | 9 | MS. ARONSSON: Thank you. | | 10 | today? | 10 | Q. Are you familiar with these | | 11 | A. No. | 11 | subject areas? | | 12 | MS. ARONSSON: Tab one. The | 12 | A. Yes. | | 13 | Court Reporter is going to be marking | 13 | Q. Do you understand that you are | | 14 | what will be Jalbert Exhibit 1. | 14 | required to testify as to Verdolino and | | 15 | (Whereupon, Notice of | 15 | Lowey's knowledge about these topics, not | | 16 | Deposition was marked as Jalbert | 16 | just your own? | | 17 | Exhibit 1 for identification as of | 17 | A. Yes. | | 18 | this date by the Reporter.) | 18 | Q. Do you understand that you were | | 19 | Q. All right, Mr. Jalbert. Do you | 19 | required to obtain all of the knowledge and | | 20 | recognize this document? | 20 | information necessary to allow you to fully | | 21 | A. I do. | 21 | and honestly testify concerning each of | | 22 | Q. What is it? | 22 | these topics upon Verdolino and Lowey's | | 23 | A. Pacific Alliance Asia | 23 | behalf? | | 24 | Opportunity Fund LLP's Notice of Deposition | 24 | MR. AULET: Same objection as | | 25 | of Verdolino and Lowey PC pursuant to Rule | 25 | before. | | | Page 10 | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | 30(b)(6) of the Federal Rules of Civil | 2 | A. I did the best I could. | | 3 | Procedure. | 3 | Q. What, if anything, did you do | | 4 | Q. Is it your understanding that | 4 | to prepare for this deposition? | | 5 | you are testifying today in connection with | 5 | A. I spoke with attorney Ben | | 6 | in re: Ho Wan Kwok? | 6 | Silverberg, with Counsel, Ken Aulet, I |

3 Procedure. 4 Q. Is it your understanding that 5 you are testifying today in connection with 6 in re: Ho Wan Kwok? 7 A. Yes. 8 Q. Can you please turn to Page 6 9 -- 10 A. Excuse me, I just forgot to get 11 my glasses. 12 MS. ARONSSON: Can we go off 13 the record for one minute? 14 THE VIDEOGRAPHER: The time is 15 10:24 a.m. and we are off the record. 16 (Whereupon, an off-the-record 17 discussion was held.) 18 THE VIDEOGRAPHER: The time is 19 10:24 a.m. and we're back on the 20 record. You may proceed. 21 Q. Can you turn to Page 6 to the 22 heading Rule 30(b)(6) deposition topics? 23 You see that? 24 A. Yes. 5 A. I spoke with attorney Ben 6 Silverberg, with Counsel, Ken Aulet, I 7 spoke with my colleagues, Matthew Flynn and 8 Mary Jo Schindler. I reviewed a 9 significant amount of documents, some filed 10 with the Court, some prepared internally. 11 Reviewed e-mails. Covered as much as I 12 could. 13 Q. Did you collect the documents 14 that you prepared or were they provided to 15 you by Counsel? 16 A. The documents that -- are you 17 asking for the documents that we sent to 18 O'Melveny? 19 Q. I'm asking -- taking a step 20 back, just asking about your preparation 21 for today's deposition. 22 A. I just looked at my own 23 documents and my own e-mails on the

- 24 Verdolino and Lowey server. - 25 Q. Generally, what were the

25 Q. Do you understand that you have

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Page 14 1 C. JALBERT 2 subject matters of those e-mails? 3 A. It was looking at the -- all of 4 -- not all of them. Many of my e-mails, 5 the SOFA's -- the statement of financial 6 affairs -- the schedules, the global notes, 7 the global notes and specific notes, most 8 of the pleadings to employ professionals, 9 particularly ours, the motion for the DIP 10 financing, many of the objections, not all 11 of them. I'm trying to think if there's 12 anything else. I can't think of anything 13 off the top beyond that -- 14 Q. Thank you. That's helpful. So 15 you mentioned that you spoke to your 16 attorneys, Ben and Ken? 17 A. Yes. 18 Q. When did you speak to them? 19 A. Well, we were delayed a little 20 bit so I had a few minutes this morning 21 with Ken. I spoke with Ben briefly last 22 night. Again, this morning on -- unrelated 23 to the deposition and I had previously 24 spoken to Ken probably one or two times 25 over the last few days, give or take. Page 15 1 C. JALBERT 2 Q. Were each of these interactions 3 over the phone? 4 A. Until today, yes. 5 Q. About how long did you spend 6 preparing with your attorneys in connection 7 with your preparation for this deposition? 8 A. I would have to hazard a guess. 9 I don't have my time records in front of 10 me. 11 Q. Like two hours, ten hours? 12 A. My guess is in the two to four 13 hour range. No more than that. 14 Q. Did you speak to anyone else 15 other than the folks that you mentioned at 16 Verdolino and Lowey and your attorneys 17 regarding this deposition? 18 A. Our IT person, Tim McDonald who 19 assisted in the search -- the electronic 20 search of e-mails and records and worked 21 with the Brown Rudnick IT person to send 22 everything over. Aside from having him try 23 and get the records, we didn't have any 24 discussion of the case facts and 25 circumstances or anything. Page 16 1 C. JALBERT 2 Q. Anyone else besides the people 3 that we've talked about? 4 A. Regarding the -- just regarding 5 the deposition? 6 Q. Yes. 7 A. No. 8 Q. You haven't spoke to the 9 debtor? 10 A. About the deposition? 11 Q. About the deposition. 12 A. No. 13 Q. Have you ever met the debtor? 14 A. Yes. 15 Q. When did you meet the debtor? 16 A. The continued meeting of 342 -- 17 or 341 meeting which was I think Wednesday, 18 the first time I met him. 19 Q. Is that the only time you met 20 the debtor? 21 A. Yes. 22 Q. Outside of the 341 proceeding, 23 did you interact with the debtor? 24 A. No. 25 Q. I just want to cover a little Page 17 1 C. JALBERT 2 bit of your background. Can you talk about 3 your educational history since high school? 4 A. I graduated from Western 5 Connecticut High School in 1979. I went to 6 Boston College. Graduated Boston College 7 with a bachelor of science and degree in 8 accountancy in 1983. I went to work for 9 Arthur Andersen from June of '83 till 10 August 31 of '87. On September 1 of 1987, 11 I started at the precursor of what is now 12 Verdolino and Lowey and I've been there in 13 the 35 years since and during that time, I 14 I've gone to many, many, many professional 15 CPE type courses of all sorts of flavors. 16 Q. What do you mean by CPE? 17 A. A continuing professional 18 education. 19 Q. Is that a required procedure 20 for any type of certification that you 21 have? 22 A. It's -- some of it is required 23 for my certification as a certified 24 insolvency restructuring advisor. The rest 25 are just to maintain my professional

| 1 | C. JALBERT | 1 | C. JALBERT | |----------|--------------------------------------------------------|----------|--------------------------------------------------------------------------------| | 2 | capabilities and stay on top of various | 2 | responsible for this? | | 3 | issues as the years have gone on. | 3 | A. Well, my partner and various | | 4 | Q. So you mentioned certified | 4 | staff. | | 5 | insolvency instructor? | 5 | Q. What's his name? | | 6 | A. Certified insolvency | 6 | A. Keith Lowey. | | 7 | restructuring advisor. CIRA. | 7 | Q. Is that department involved in | | 8 | Q. So this is a professional | 8 | this matter before us? | | 9 | certification? | 9 | A. No. | | 10 | A. Yes. | 10 | Q. Is Verdolino and Lowey always | | 11 | Q. Do you hold any other | 11 | engaged by the debtor in the bankruptcy | | 12 | professional certifications besides the | 12 | context? | | 13 | CIA? | 13 | A. No. | | 14 | A. CIRA, no. | 14 | Q. What other scenarios is | | 15 | Q. CIRA. I think you said you had | 15 | Verdolino and Lowey engaged under? | | 16 | a accountant degree from Boston College? | 16 | A. We've been engaged by trustees, | | 17 | A. Yes. | 17 | post confirmation fiduciaries, whatever | | 18 | Q. Do you hold any other graduate | 18 | they may be called; you said debtors, | | 19 | or any graduate degrees? | 19 | creditors' committee, creditors, secured | | 20 | A. No. | 20 | lenders. I think we've probably | | 21 | Q. Are you currently employed at | 21 | represented, over the years, most every | | 22 | Verdolino and Lowey? | 22 | kind of party and interest to a bankruptcy | | 23 | A. Yes. | 23 | that there is. | | 24 | Q. Generally, what services does | 24 | Q. Turning to your experience | | 25 | Verdolino and Lowey offer its clients? Page 18 | 25 | specifically, what experience do you have Page 20 | | | | | | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | A. There were three or four -- I | 2 | in Chapter 11 cases? | | 3 | guess four major buckets. The first and | 3 | A. I've been in over 500 Chapter | | 4 | biggest is the insolvency arena, | 4 | 11 cases. We've been committee financial | | 5 | underperforming businesses and individuals. | 5 | advisor, committee accountants, debtor | | 6 | That includes litigation support and | 6 | financial advisor, debtor accountants, | | 7 | everything related to it. We have a | 7 | accountants on behalf of secured lenders, | | 8 | full-time 13 or 14 people I think it is | 8 | accountants on behalf of individual | | 9 | that work in taxation and we also do what | 9 | creditors. Trying to think -- I mean | | 10 | I'll call high net worth babysitting. We | 10 | again, we've done -- we've represented | | 11 | have -- and I don't do any of this work. | 11 | pretty much every constituency so over | | 12 | My partner and others do it but we have | 12 | time, I've done -- I've represented every | | 13 | very wealthy clients that don't pay their | 13 | reasonable constituency in a bankruptcy I | | 14 | own bills, that have multiple residences. | 14 | can remember. | | 15 | Everything comes to us. We act as a family | 15 | Q. What is your title at Verdolino | | 16 | office for a whole -- for a number of | 16 | and Lowey? | | 17 | people and the last thing we do is federal | 17 | A. Principal. | | 18 | election reporting for federal congress | 18 | Q. We talked about the four | | 19 | people and senators and presidential. | 19 | buckets. Generally, what are your | | 20 | Q. Thank you. | 20 | responsibilities with respect to Verdolino | | 21 | A. Did I say we have tax | 21 | and Lowey services? | | 22 23 | department -- yes, tax department. That's the four. | 22 23 | A. Just for the most part, the first -- all of my time not spent running | | 24 | Q. You mentioned the high net | 24 | my own firm is in the bankruptcy insolvency | | 25 | worth baby sitting. Who, at Verdolino, is | 25 | and the like that spreads over a little bit |

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| 1 2 3 4 5 6 7 Q. 8 9 A. 10 11 12 13 14 15 16 17 18 | C. JALBERT to taxation. I don't run the department or anything but I certainly interact and then litigation support and the like, you know, the types of things you would do in the context of a bankruptcy. What is meant by litigation support, generally? Well, it can be pretty broad but for us, it's -- whether it be business litigation or bankruptcy litigation, to the extent that there are areas that whoever the law firm -- we've also been appointed by judges, anyone that's looking or interested in obtaining financial information in a form that they're looking for, which could be anything, we would provide it. That would include doing | 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 | C. JALBERT generally regarding the engagement? A. There was a little bit with Steven Pohl and with -- I believe it was Ben Silverberg. Q. Anyone else at Brown Rudnick? A. I don't remember. Q. Besides Brown Rudnick, did you speak to anyone else regarding the potential engagement? A. I probably mentioned something to my -- my own staff to clear conflicts and I think I had someone help me prepare some -- I shouldn't say prepare, they're already prepared. Send some individual information about myself and the firm. Q. Did Verdolino and Lowey speak to anyone else besides Brown Rudnick in | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--| | 19 20 21 22 like. 23 Q. 24 25 A. | expert reports, expert testimony and work at just advising lawyers as they approach areas in accounting and auditing and the You mentioned here that you're a principal at Verdolino and Lowey? Yes. Page 22 | 19 20 21 22 23 24 25 | connection with the engagement? MR. AULET: Objection. You can answer. A. At the time we're being engaged? Q. Yes. A. No. Page 24 | | | 1 2 Q. 3 A. 4 started. 5 Q. 6 7 8 A. 9 10 11 Q. 12 13 Q. 14 please? 15 A. 16 17 Q. 18 19 A. 20 Q. 21 was? 22 A. 23 3. 24 Q. 25 | C. JALBERT What other roles have you held? I've been a principal since I Turning to the engagement here, who contacted Verdolino and Lowey about this engagement? Well, it was contacted me personally and it was an attorney, Steven Pohl at Brown Rudnick. Sorry, I missed what you said. MR. HARBACH: Spell that name. Can you spell that name, The name was Steven Pohl. Last name P-O-H-L at Brown Rudnick. Mr. Pohl reached out to who at Verdolino and Lowey? Me. You. Do you recall when that Somewhere around March 1, 2 or After Steven Pohl reached out, who did Verdolino and Lowey speak to Page 23 | 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 | C. JALBERT Q. Who are the main points of contact between -- who are the main contacts for -- strike that. Who do you generally speak to regarding this engagement besides internal folks at Verdolino and Lowey? A. Mostly the attorneys at Brown Rudnick. Q. Do you speak to anyone else? A. I've been on phone calls with other lawyers but I've not initiated anything. Q. Which other lawyers have you been on phone calls with? A. The other debtor lawyers that I'm aware of are an Aaron Mitchell and a Melissa Francis. Q. Who do you understand Aaron Mitchell to be? A. Counsel to Mr. Kwok, the debtor. Q. You mentioned Melissa Francis? A. Also counsel to Mr. Kwok. Q. Besides Aaron Mitchell and Page 25 | |

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Page 26 1 C. JALBERT 2 Melissa Francis, do you speak to anyone 3 else outside of Verdolino and Lowey 4 regarding this engagement? 5 A. And outside of Brown Rudnick? 6 Q. Outside of Brown Rudnick, yes. 7 A. No one. 8 Q. What about -- what about do you 9 communicate via e-mail with anyone besides 10 Aaron Mitchell, Melissa Francis and Brown 11 Rudnick regarding this engagement? 12 A. I've been on -- I've been CC'd 13 on an e-mail and authored one e-mail to 14 someone outside that group. 15 Q. Who is that person? 16 MR. AULET: Objection. This is 17 the person that we have stated their 18 identity won't be revealed per Golden 19 Springs request. 20 MS. ARONSSON: Are you 21 instructing the Witness not to 22 answer? 23 MR. AULET: I am instructing 24 him not to answer. 25 MS. ARONSSON: Can you just 1 C. JALBERT 2 state -- 3 MR. GOLDMAN: Can you repeat 4 the question? 5 (Whereupon, the referred-to 6 question was read back by the 7 Reporter.) 8 THE WITNESS: That should have 9 been e-mails. I authored one but I 10 was CC'd on e-mails. 11 Q. I understand Mr. Aulet is 12 instructing you not to answer. 13 MS. ARONSSON: Mr. Aulet, do 14 you mind just providing a more 15 detailed objection? 16 MR. AULET: Sure. Based on my 17 conversations with Golden Spring, my 18 understanding is that Golden Spring 19 believes that revealing that 20 individual's name would potentially 21 expose them to harassment and based 22 on my review of the documents at 23 issue, the person's identity is not 24 relevant to the issues at hand in 25 this deposition. Page 28 1 C. JALBERT 2 Q. So I'll just go on record to 3 say that we dispute that contention. 4 MR. GOLDMAN: As do we. Who 5 are you -- who do you fear harassment 6 from? Do you fear harassment from? 7 MR. AULET: So Mr. -- Golden 8 Spring's attorney is on the phone and 9 that question is probably best 10 directed to Golden Springs but my 11 understanding is that -- please, he 12 would like to answer. 13 MR. MILTENBERGER: Tim 14 Miltenberger from Golden Springs. 15 I'm assuming what the Witness is 16 testifying to is the identity of a 17 Golden Spring employee which isn't 18 clear to me from the record but 19 apparently the people at the 20 deposition reached that conclusion. 21 We don't see any relevance in 22 revealing the name of the employees 23 of Golden Spring based on the 24 objection that's filed to the DIP 25 financing motion and we think that 1 C. JALBERT 2 the privacy rights of our employees 3 are paramount to any information that 4 might be gathered from knowing the 5 name of -- rank and file employees of 6 Golden Spring and we oppose 7 disclosing that information. 8 MR. GOLDMAN: That's up to the 9 Judge. It's a totally inappropriate 10 instruction to direct the Witness not 11 to answer. The Witness can answer 12 and you can get a ruling from the 13 Judge as to whether the answer should 14 be stricken or protected or subject 15 to a protective order. It's totally 16 inappropriate to direct the Witness 17 not to answer. 18 MS. ARONSSON: I noted our 19 dispute with Mr. Aulet and I'll just 20 note our dispute with Mr. 21 Miltenberger's reasoning behind the 22 objection here. 23 MR. MILTENBERGER: Thank you. 24 Q. Turning back to the folks we 25 were just talking about, you mentioned

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| | 1 C. JALBERT | 1 | C. JALBERT | | |----|--------------------------------------------------------|----|---------------------------------------------|--| | 2 | Melissa Francis. Did she represent to you | 2 | sure I wasn't missing anything. | | | 3 | that she was Mr. Kwok's counsel? | 3 | Q. Besides the attorneys at Brown | | | | | | | | | 4 | A. No. | 4 | Rudnick, did you circulate drafts of that | | | 5 | Q. How did you learn about what | 5 | engagement letter to anyone else? | | | 6 | Ms. Melissa Francis -- who Mr. -- strike | 6 | A. I don't recall anyone else | | | 7 | that. How did you learn who Ms. Francis' | 7 | being on it but I'm pretty sure they then | | | 8 | client was? | 8 | did circulate it with -- at a minimum, Ms. | | | 9 | A. From Brown Rudnick. | 9 | Melissa Francis and probably Aaron Mitchell | | | 10 | Q. We've talked about the folks at | 10 | as well. | | | 11 | Verdolino that you communicate with this | 11 | MS. ARONSSON: Tab 11. The | | | 12 | engagement. Do you know of anyone else | 12 | Court Reporter is going to hand you | | | 13 | that Verdolino and Lowey communicates with | 13 | what is being marked as Jalbert | | | 14 | regarding this engagement besides the folks | 14 | Exhibit 2. This document -- for the | | | 15 | that we've talked about? | 15 | record, this document bears the Bates | | | 16 | A. I don't think there were others | 16 | Number Kwok 00001646. | | | 17 | but it is possible that one of my | 17 | (Whereupon, E-mail Chain was | | | 18 | colleagues met Flynn. Might have had | 18 | marked as Jalbert Exhibit 2 for | | | | | | | | | 19 | e-mail contact. You're aware -- because I | 19 | identification as of this date by the | | | 20 | think you objected to -- there's a large | 20 | Reporter.) | | | 21 | number of ordinary course professionals. | 21 | Q. Before we get to the exhibit, | | | 22 | We needed to get information about | 22 | what is a post-petition retainer? | | | 23 | liabilities to them for the schedules. | 23 | A. My understanding would be a | | | 24 | There might have been some information and | 24 | retainer paid to whoever, after the filing | | | 25 | stuff because we needed -- it's possible | 25 | of a bankruptcy, intended to be a retainer. | | | | Page 30 | | Page 32 | | | | | | | | | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | | 2 | that he spoke with them but I think really | 2 | Q. Can you please turn to Page 2 | | | 3 | what he did is he got all the information | 3 | of this document? Take a minute. At the | | | 4 | from Aaron Mitchell and Melissa Francis. I | 4 | top of Page 2, Mr. Silverberg says that | | | 5 | don't think he went outside of that but | 5 | there's no post-petition retainer expected. | | | 6 | it's possible. | 6 | Do you see that? | | | 7 | Q. Do you know where Aaron | 7 | A. Yes. | | | 8 | Mitchell and Melissa Francis retrieved | 8 | Q. Do you recall whether you had a | | | 9 | their information from? | 9 | preference about receiving a post-petition | | | 10 | A. No. | 10 | retainer? | | | 11 | Q. Did you ask them where they | 11 | A. Well, every professional would | | | 12 | retrieved their information from? | 12 | rather have a retainer but frankly, under | | | 13 | A. No. | 13 | the circumstances, it wasn't expected. | | | 14 | Q. Who negotiated -- who, from | 14 | Q. Starting with your preference, | | | 15 | Verdolino and Lowey, negotiated the | 15 | why would you prefer to have a | | | 16 | engagement letter? | 16 | post-petition retainer? | | | | | | | | | 17 | A. It would be me. I don't know | 17 | A. Security against the payment of | | | 18 | that I would call it a negotiation but it | 18 | the fees. | | | 19 | was me that drafted it and prepared it and | 19 | Q. Do you know whether you | | | 20 | sent it to Brown Rudnick. | 20 | received a post-petition retainer in | | | 21 | Q. Anyone else involved in | 21 | connection with this case? | | | 22 | drafting that engagement letter? | 22 | A. I do. | | | 23 | A. Well, from a QPC perspective, | 23 | Q. Did you? | | | 24 | I'm sure I had one of my colleagues, Mary | 24 | A. No. | | | 25 | Jo Schindler take a look at it just to make Page 31 | 25 | Q. And why not? Page 33 | |

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Page 34 1 C. JALBERT 2 A. I didn't ask for one. 3 Q. Turning back to the e-mail, Mr. 4 Silverberg writes, "big Q is whether it's 5 us retaining you or the client. I would 6 think you're retained by the client as his 7 financial advisor". Do you recall that 8 being a question in connection with this 9 engagement? 10 MR. AULET: Objection to form. 11 A. I don't think I understand your 12 question. I can read the statement and 13 understand but I don't know what you're 14 asking. 15 Q. He says, "big Q", do you 16 understand that to be a big question? 17 A. I understand it might be a 18 question in his mind. I don't know that he 19 intended it to be a question for me or for 20 himself and then he answered it. 21 MS. ARONSSON: Makenzie, can 22 you hand me Tab 12? 23 THE VIDEOGRAPHER: Mr. Jalbert, 24 would you mind moving the water 25 bottle? It's coming up in the frame. Page 35 1 C. JALBERT 2 I apologize. Thank you. 3 THE WITNESS: Sorry about that. 4 THE VIDEOGRAPHER: I appreciate 5 that. 6 MS. ARONSSON: The Court 7 Reporter is going to mark what is 8 going to be Jalbert Exhibit 3. This 9 document is Bates stamped Kwok 10 00001649. 11 (Whereupon, E-mail Chain was 12 marked as Jalbert Exhibit 3 for 13 identification as of this date by the 14 Reporter.) 15 Q. Please take a look at this 16 document. 17 A. Okay. 18 Q. You're responding to Mr. 19 Silverberg's e-mail that we were just 20 speaking about with the big Q is whether 21 it's us retaining you or the client. 22 A. Okay. 23 Q. Turning to your response, you 24 note, "I'd like a post-petition retainer if 25 possible". Do you see that? Page 36 1 C. JALBERT 2 A. Yep. 3 Q. Did you ask for a post-petition 4 retainer in connection with this 5 engagement? 6 A. No. 7 Q. Do you know if Verdolino and 8 Lowey asked for a post-petition retainer in 9 connection with this engagement? 10 A. I do. 11 Q. What's the answer? 12 A. No. 13 Q. You also write, "but I think if 14 we are going to hold the cash, we will need 15 to be employed by the debtor". So does 16 that refresh your recollection about 17 whether it was a question about who was 18 retaining Verdolino and Lowey? 19 A. I don't think I had a question 20 in my mind. I just responded with a 21 comment that supported his previous comment 22 where he said I would think you're retained 23 by the client as his financial advisor. 24 Q. Generally, can you explain your 25 view in connection with the question Page 37 1 C. JALBERT 2 Mr. Silverberg poses about who was 3 retaining Verdolino and Lowey? 4 A. Well, I was pretty sure when he 5 wrote I would think you're going to be 6 retained by the client as his financial 7 advisor, that's -- I made a gratuitous 8 comment or not a gratuitous comment. I 9 made an assenting comment basically saying 10 I think if we're going to hold the cash, we 11 need to be employed by the debtor. So 12 concurring with the decision or the thought 13 that he had. 14 Q. What is the basis for the 15 understanding that you just explained? 16 MR. AULET: Objection to form. 17 A. Of what part? 18 Q. Where, turning to your e-mail, 19 "if we are going to hold the cash, we'll 20 need to be employed by the debtor". What's 21 the basis of that statement? 22 A. Well, my professional judgment. 23 If me, as a principal of Verdolino and 24 Lowey, was going to be the signer on a 25 debtor in possession bank account, it would

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Page 38 1 C. JALBERT make all the sense in the world that that debtor in possession was my client. So I'm concurring effectively with the determination that Mr. Silverberg made in the previous e-mail to this chain. 7 Q. Thank you. Just for my own understanding, what is the difference between being employed by the debtor versus Brown Rudnick? 11 A. Well, if I was employed by Brown Rudnick, I'm not sure I'd go through -- I'm not sure I would have to go through the employment process for the bankruptcy. Would I file a motion to be employed? I don't know. I don't know the answer to that question. It's not something that I thought of beyond this. So -- but if I was right and there wouldn't be an opportunity to file a motion to employ Verdolino and Lowey on behalf of the debtor, I don't know how we would then allow me to be a signatory on the debtor's account. 25 Q. Thank you. That's helpful. 1 C. JALBERT Did you rely on Brown Rudnick in connection with that determination of who would be retaining Verdolino and Lowey? 5 MR. AULET: Objection to form. 6 A. Well, Mr. Silverberg writes in his e-mail, "I would think you're retained by the client as his financial advisor" and the next e-mail, same day, when I got around to it at 6:49 p.m. -- so five hours had elapsed -- I basically concurred with his determination. Who made the decision, I don't know. It's semantics but I think it was clear from this point on, that we were going to be retained by the debtor and not Brown Rudnick. 17 Q. Is Verdolino and Lowey ever retained by a law firm in connection with bankruptcy proceedings? 20 A. We're frequently retained by lawyers in proceedings. I think even including in bankruptcy proceedings for the purposes of the privilege. 24 Q. What do you mean by for purposes of the privilege? Page 40 1 C. JALBERT 2 A. Well, frequently in matters, we -- the firm gets brought in and we do whatever work is intended on that particular engagement. Frequently, it's litigation support. If it's intended that we do an investigation, the lawyer's thinking ahead, look, you're going to do an investigation, we think this is what we're going to find. Then we're going to have to get a expert report to file with a particular court. Then we might need you to go through the process of discovery including records, depositions and the like and then we might need you to testify. In those particular cases, as I understand it, there would be privilege up to a certain point, up until the time I'm declared an expert but in other instances, we get brought in as -- as financial advisor to the attorneys. They want us to do an investigation. They want us to uncover whatever need to be uncovered, whatever the allegations are, whatever the issues are but they might be hiring another firm or 1 C. JALBERT individual to testify as the expert to keep what knowledge we have as privileged. I don't know that that's relevant here. 5 Q. Thank you. Turning back to Exhibit 2 -- 7 MR. MILTENBERGER: I'm sorry to 8 interrupt. I'm being called away to 9 another matter so I'm going to have 10 to drop off now. The record could 11 just note that I'm leaving the 12 deposition. 13 MR. HARBACH: Thank you, Tim. 14 You're welcome to rejoin anytime. 15 MR. MILTENBERGER: Will do, 16 thanks. 17 Q. I'm interested in your e-mail at the top where you write, "my feeling is that in an individual case, the FA" -- financial advisor -- "duties are markedly different than of an operating business case". Can you explain to me the difference between an individual case versus an operating business case? 25 A. So operating business cases

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| 1 | C. JALBERT | 1 | C. JALBERT | |----------|-----------------------------------------------------------------------------------------|----------|-----------------------------------------------------------------------------------------| | 2 | have their various size and shapes. They | 2 | engagement, no one informed you what needed | | 3 | may have affiliated entities, parents, | 3 | to be done on this case? | | 4 | siblings. It could be multiple debtors. | 4 | A. Well, we had been party to | | 5 | They might have employees in various | 5 | numerous conversations. This is not my | | 6 | countries, various states. They may have | 6 | first bankruptcy. It's not my 50th | | 7 | payroll taxes un-filed, sales taxes | 7 | bankruptcy. It's not my 100th bankruptcy. | | 8 | un-filed, depending on the business, bottle | 8 | I had a fairly good idea of what the issues | | 9 | deposits un-filed and unkept. They | 9 | were going to be and I took the first pass. | | 10 | probably need a lot more work on budgeting | 10 | I don't recall whether there were changes | | 11 | and keeping the business operating. Does | 11 | made after that or not. | | 12 | it have sufficient cash, what are the 13 | 12 | Q. Generally, what is the scope of | | 13 | week budgets, the one year budgets. Cash | 13 | Verdolino and Lowey's work in this case? | | 14 | collateral where it's -- you've got a | 14 | A. In this case? | | 15 | secured creditor who is frequently -- maybe | 15 | Q. Yes. | | 16 | not against the debtor but maybe not with | 16 | A. Well, the retention papers | | 17 | it either. So -- so there's just -- it's a | 17 | speak for themselves. So if you want to go | | 18 | totally different beast. In this | 18 | line by line, put that in front of me. | | 19 | particular case, some individuals have | 19 | Q. Sure. | | 20 | operating real estate or something like | 20 | A. To date, we've been focused | | 21 | that but they rarely have an operating | 21 | on -- first, my recollection is the SOFA's | | 22 | business that's multi country, multi state | 22 | and the schedules pretty much | | 23 | with employees and all sorts of reporting | 23 | simultaneously. I mean they were due the | | 24 | requirements, compliance requirements. | 24 | same day, same time. So that was first. | | 25 | Q. Is it fair to say the financial | 25 | Following -- immediately following that, I | | | Page 42 | | Page 44 | | | | | | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | advisor duties in connection with an | 2 | believe we worked on everybody's engagement | | 3 | operating business case are more | 3 | papers to get them filed in the Court and | | 4 | complicated than an individual case? | 4 | then -- probably while the tail end of that | | 5 | A. In most, yes. | 5 | was going along, I believe my colleague, | | 6 | Q. Turning away from the exhibit, | 6 | Matt Flynn, started preparing the monthly | | 7 | who instructed Verdolino and Lowey on the | 7 | operating report that was due for the end | | 8 | scope of work in this matter? | 8 | of February, sometime around March 20, 21, | | 9 | A. I don't think anyone instructed | 9 | 22, somewhere around there. Trying to | | 10 | us. | 10 | think if we've done anything -- oh | | 11 | Q. Because you drafted the | 11 | assistance in preparing for -- or | | 12 13 | engagement letter? A. I'm sure there were discussions | 12 13 | participation in preparing, to a small degree, for the debtor to attend the 341 | | 14 | with counsel. I don't remember the | 14 | meeting. We attended the first day 341 | | | | | | | 15 16 | discussions specifically but this is not the first time I've drafted a retention -- | 15 16 | meeting by telephone. My colleague, Matt Flynn and I, attended the second day of the | | 17 | at least part of the retention papers. | 17 | 341 hearing which was this past Wednesday | | | | | | | 18 19 | Obviously, I'm not a lawyer. I don't know all of that goes into retention papers but | 18 19 | on a -- how do I want to call it -- we didn't bill for our time. I went as an | | 20 | as to the duties, typically, I have an | 20 | observer. We knew we weren't going to be | | 21 | input as to what the duties are. I'm sure | 21 | participating but we wanted to be around to | | 22 | we took the first stab at it and in review | 22 | see what took place, meet people and then | | 23 | by Brown Rudnick, they might have made some | 23 | this deposition. | | 24 | changes. I don't remember how that went. | 24 | Q. Thank you. So I think I heard | | 25 | Q. In connection with the | 25 | the SOFA's and schedules were the first |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----------|------------------------------------------------------------|----------|-----------------------------------------------------------------------------------| | 2 | step. You talked about drafting everyone's | 2 | Application was marked as Jalbert | | 3 | engagement papers in connection with this | 3 | Exhibit 4 for identification as of | | 4 | matter. | 4 | this date by the Reporter.) | | 5 | A. Well, drafting our engagement | 5 | MS. ARONSSON: For the record, | | 6 | papers. Everyone was focusing on their own | 6 | this is a document entitled Debtors | | 7 | and I needed help, because I'm not a | 7 | Application for Authorization to | | 8 | lawyer, on mine. | 8 | Retain and Employ Verdolino and Lowey | | 9 | Q. Then you talked about Matt | 9 | PC as Financial Advisor. It was | | 10 | Flynn's responsibilities in connection with | 10 | filed in this case as Docket 90. | | 11 | the monthly operating report. | 11 | Q. Mr. Jalbert, feel free to look | | 12 | A. Yes. | 12 | at this document. | | 13 | Q. Finally, you talked about | 13 | A. Is there something you're | | 14 | preparing for the 341 hearing and attending | 14 | trying to point me to? | | 15 | the 341 hearings? | 15 | Q. Do you recognize this document? | | | | | | | 16 | A. Meeting, yes. | 16 | A. Yes. | | 17 | Q. Can you describe a little bit | 17 | Q. What is it? | | 18 | more your responsibilities in connection | 18 | A. Debtor's Application for | | 19 | with those 341 meetings? | 19 | Authorization to Retain and Employ | | 20 | MR. AULET: I would just | 20 | Verdolino and Lowey PC as Financial | | 21 | caution the Witness not to disclose | 21 | Advisor. | | 22 | any work product or conversations | 22 | Q. Turning to Page 18 of the | | 23 | with attorneys. | 23 | document, using the page numbers at the top | | 24 | A. On the first day of the 341 | 24 | of the page, what is this document? | | 25 | meeting, it was just thought that we should | 25 | A. Affidavit of Craig R. Jalbert | | | Page 46 | | Page 48 | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | participate because it was unclear what was | 2 | in Support of Debtor's Application for | | 3 | going to arise and they didn't know if it | 3 | Authorization to Retain and Employ | | 4 | would be something that we would need. | 4 | Verdolino and Lowey PC as Financial | | 5 | Q. Setting aside your | 5 | Advisor. | | 6 | conversations with your attorneys, what -- | 6 | Q. So you recognize this as your | | 7 | did you have any understanding about what | 7 | affidavit you filed -- | | 8 | might arise during the first day of the 341 | 8 | A. I do. | | 9 | hearing that might require your | 9 | Q. Turning to Page 21, the table | | 10 | participation? | 10 | -- I'm interested in the table at the | | 11 | A. I've attended an awful lot of | 11 | bottom of the page. | | 12 | 341 meetings over my career. Anything can | 12 | A. Yes. | | 13 | happen at a 341 meeting because it's open | 13 | Q. Just stepping back I think you | | 14 | to every creditor and god only knows what | 14 | mentioned folks at Verdolino who were | | 15 | takes place. | 15 | involved, Matt Flynn -- in this case, Matt | | 16 | Q. Did you anticipate having to | 16 | Flynn, Mary Jo Schindler and yourself. Is | | 17 | participate or ask questions during the | 17 | there anyone else involved in this matter | | 18 | 341? | 18 | at Verdolino and Lowey? | | 19 | A. I think we were asked to be on | 19 | A. I mentioned Tim MacDonald, our | | 20 | the phone. I didn't have a participation | 20 | IT person who is only involved with -- | | 21 | one way or another. | 21 | related to the deposition, the search of | | | | | | | 22 | MS. ARONSSON: The Court | 22 | our e-mails and the server records and | | 23 | Reporter is going to hand you what is | 23 | everything and getting it ported over to | | 24 25 | being marked as Jalbert Exhibit 4. (Whereupon, Debtor's | 24 25 | Brown Rudnick to be then sent to you folks. Q. Anyone else at Verdolino and |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----------|---------------------------------------------------------------------------------|----------|--------------------------------------------------| | 2 | Lowey? | 2 | different than any other engagement. You | | 3 | A. Not that I know of. | 3 | don't know what's going to happen in | | 4 | Q. Turning to this table, is Matt | 4 | day-to-day and everyone responds as best | | 5 | Flynn also a principal? | 5 | they can, as efficiently as they can and | | | | | | | 6 | A. No. | 6 | whatever the issues are that are ongoing | | 7 | Q. What is Matt Flynn's role? | 7 | and the crises that materialize. | | 8 | A. A manager. | 8 | Q. What about staff, what sort of | | 9 | Q. Is Mindy Jo Schindler a | 9 | role do you anticipate any potential staff | | 10 | principal? | 10 | to play in this case? | | 11 | A. No. | 11 | A. It will depend on how it plays | | 12 | Q. What is her role? | 12 | out. I don't think it's going to happen | | 13 | A. Manager. | 13 | but if it did and we became -- I became the | | 14 | Q. So in connection with this | 14 | sole signer on the debtor in possession | | 15 | engagement at Verdolino and Lowey, there's | 15 | bank account, my firm would probably be -- | | 16 | one principal, two managers and then the IT | 16 | the bookkeepers would probably keep records | | 17 | person? | 17 | of the disbursements and the receipts. | | 18 | A. I believe so, yes. | 18 | They would assist with reporting. I would | | 19 | Q. Do you anticipate other | 19 | probably review it of course. If, at some | | 20 | Verdolino and Lowey employees to become | 20 | point in time, we have claim objections, I | | 21 | involved in this matter? | 21 | don't know what the nature of those | | 22 | A. As the case progresses, | 22 | objections are going to be, I don't know | | 23 | assuming that we come into the case, yes. | 23 | how big and how complicated but some of our | | 24 | Q. Generally, what are the duties | 24 | staff might be involved in claims. The | | 25 | of a principal in connection with a | 25 | debtor might have to file an income tax | | | Page 50 | | Page 52 | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | bankruptcy case like this? | 2 | return. I'll be advising them that they | | 3 | A. I think of it as partner, | 3 | should file an income tax return for the | | 4 | director, managing director, any of those, | 4 | Estate. So we'll have tax people involved | | 5 | the lead person on the case from the firm. | 5 | in the preparation of the income taxes and | | 6 | Q. In connection with this matter | 6 | I would have to go down the list of -- and | | 7 | specifically, what do you expect the | 7 | be able to predict exactly what's going to | | | | | | | 8 | principal to be doing? | 8 | take place but we're very efficient, very | | 9 | A. I assisted in preparation of | 9 | accustomed. We know all of our fees are | | 10 | the SOFA's and schedules, the global notes, | 10 | subject to review by every single party and | | 11 | the specific part of the global notes. I | 11 | interest. So we're -- we use as reasonably | | 12 | assisted with the monthly operating report. | 12 | low level as we can on every matter and I | | 13 | I participated with the first day hearings | 13 | can't predict beyond that what's going to | | 14 | -- excuse me, first -- not the first day | 14 | come up but that staff and bookkeepers get | | 15 | hearing. The first day of the 341 meeting. | 15 | used for those types of issues. | | 16 | Responding to inquiries from the various | 16 | Q. Is it fair to say your answer | | 17 | lawyers and supporting staff on whatever | 17 | to my question about staff applies to the | | 18 | roles that they are working on. | 18 | bookkeepers, to the role of the | | 19 | Q. What do you expect managers to | 19 | bookkeepers? | | 20 | do in connection with this case? | 20 | A. No, bookkeepers and staff. | | 21 | A. The same -- the same things. | 21 | Q. So the answer that you just | | 22 | Maybe differing amounts, different types. | 22 | gave applies to both of those? | | 23 | I'm more review. Depending on what it is, | 23 | A. You asked what they may do. | | 24 25 | they might support me. I might support them. It's like this engagement is no | 24 25 | Q. Right. A. They're -- the bookkeepers |

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| 1 | C. JALBERT | 1 | C. JALBERT | | |----|---------------------------------------------|----|---------------------------------------------|---------| | 2 | aren't going to do reporting but they're | 2 | A. From my firm? | | | 3 | going to maintain receipts and | 3 | Q. Who at V&L? | | | 4 | disbursements. A staff person would | 4 | A. Myself, Matthew Flynn and Mary | | | 5 | probably work on the form of the -- of a | 5 | Jo Schindler. | | | 6 | financial statement or whatever report | 6 | Q. Who else was involved in | | | 7 | that's going to be issued. The staff are | 7 | preparing these filings? | | | 8 | going to work on claims objections. Tax | 8 | A. There might have been a | | | 9 | professionals are going to work on tax | 9 | technical question for someone related to | | | 10 | returns. | 10 | the best case but I can't think of anything | | | 11 | Q. Are you finished with your | 11 | else -- anyone else that had any -- that | | | 12 | answer? | 12 | did work on it. | | | 13 | A. Yes. | 13 | Q. Did Brown Rudnick work on the | | | 14 | Q. You mentioned receipts and | 14 | SOFA and schedules? | | | 15 | disbursements. What sorts of receipts and | 15 | A. You asked me for my firm. Of | | | 16 | disbursements do you anticipate in this | 16 | course they worked on them, as did Melissa, | | | 17 | case? | 17 | as did -- that's Melissa Francis. As did | | | 18 | A. I would imagine if things were | 18 | Aaron Mitchell. So it was clearly not all | | | 19 | to go the way the debtor planned, there was | 19 | Verdolino and Lowey. It was -- the whole | | | 20 | a proposed DIP financing arrangement where | 20 | team was involved in the preparation. I | | | 21 | money will come into the Estate and then | 21 | thought you asked me -- and if I | | | 22 | would presumably be used to pay various | 22 | misunderstood, I apologize -- you asked | | | 23 | professionals and United States Trustee | 23 | who, at Verdolino, did and that was myself, | | | 24 | fees and whatever other disbursements are | 24 | Matt Flynn and Mary Jo Schindler. | | | | required of the debtor as ordered by the | 25 | Q. Thank you. Yes, I did ask | | | 25 | | | | | | | Page 54 | | | Page 56 | | 1 | C. JALBERT | 1 | C. JALBERT | | | 2 | Court or otherwise generally required to | 2 | Verdolino and Lowey and was then moving on. | | | 3 | pay Chapter 11 bills as they become due. I | 3 | So you mentioned Melissa Francis, Aaron | | | 4 | think that's it. | 4 | Mitchell, Brown Rudnick. Generally, anyone | | | 5 | Q. The last item is clerical. | 5 | else? | | | 6 | What sort of duties do you anticipate a | 6 | A. While I never spoke to them, | | | 7 | clerical member of your team to do in this | 7 | there must have been the existence of help | | | 8 | case? | 8 | from individuals that translated documents | | | 9 | A. I don't have anything that I | 9 | and words from the various professionals to | | | 10 | have presupposed for them to do in this | 10 | the debtor and the debtor. | | | 11 | case. | 11 | Q. Did you communicate with the | | | 12 | Q. Turning back in the document to | 12 | debtor about this SOFA and schedules? | | | 13 | the retention agreement, this is on Page | 13 | A. No. | | | 14 | 13. We've talked generally about the | 14 | Q. You mentioned some translated | | | 15 | engagement -- Verdolino and Lowey's | 15 | documents. Did you receive those | | | 16 | engagement in this case. I want to walk | 16 | translated documents in connection with | | | 17 | through these bullet points on the first | 17 | your work on the SOFA and schedules? | | | 18 | page. The first one reads, "assistance | 18 | A. No. I don't read Mandarin. | | | 19 | with preparation of the statement of | 19 | Q. Did you see any translated | | | 20 | financial affairs and the schedules and all | 20 | documents? | | | 21 | support thereto and any amendments". These | 21 | A. I don't recall seeing them. | | | 22 | have been filed, right? | 22 | MR. AULET: Objection to form. | | | 23 | A. Yes. | 23 | Q. Do you know whether Golden | | | 24 | Q. Who was involved in preparing | 24 | Spring was involved in preparing the SOFA | | | 25 | the SOFA and the schedules? Page 55 | 25 | and schedules? | Page 57 |

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| 1 | C. JALBERT | 1 | C. JALBERT | |--------|-------------------------------------------------------|--------|-----------------------------------------------------| | 2 | A. I wouldn't know. | 2 | doing in connection with the SOFA and | | 3 | Q. Do you know what Golden Spring | 3 | schedule? | | 4 | is? | 4 | A. I don't know that it's | | 5 | A. Yes. | 5 | anticipated but to the extent facts and | | 6 | Q. What is it? | 6 | circumstances, at some point in time, | | 7 | A. It's -- as I understand it -- a | 7 | require a review and possible amendment, I | | 8 | family office in New York City for the | 8 | think we would have to participate because | | 9 | debtor's son. Exactly how it's run, all | 9 | we're the ones that know Best Case and have | | 10 | that, I don't have any information. | 10 | that system but there's nothing | | 11 | Q. Who is the debtor's son? | 11 | anticipated. It's only if that | | 12 | A. I don't know his name. | 12 | materializes, we would participate. | | 13 | Debtor's son. | 13 | Q. You've said -- you've mentioned | | 14 | Q. Neither you nor anyone at | 14 | Best Case a couple times. What do you mean | | 15 | Verdolino and Lowey met with or | 15 | by that? | | 16 | communicated with the debtor about the SOFA | 16 | A. It's a software that the | | 17 | and schedules? | 17 | industry uses. I think it's the most | | 18 | MR. AULET: Objection to form. | 18 | prominent software that supports the | | 19 | A. Correct. | 19 | preparation of SOFA's and -- SOFA's and the | | 20 | Q. Can you describe what work | 20 | schedules. I think they're used throughout | | 21 | Verdolino and Lowey did in preparing the | 21 | the industry by most everybody. | | 22 | SOFA and schedules? | 22 | Q. So is it fair to say it's like | | 23 | A. We participated with several | 23 | a TurboTax of preparing SOFA's and | | 24 | lengthy phone calls with various people | 24 | schedules? | | 25 | from Brown Rudnick, not all of whom I'm | 25 | A. Or QuickBooks or -- you know. | | | Page 58 | | Page 60 | | | | | | | | | | | | 1 2 | C. JALBERT going to remember were on the phone and | 1 2 | C. JALBERT Q. So that software is essentially | | 3 | also with Melissa Francis and Aaron | 3 | garbage in, garbage out, right? | | 4 | Mitchell. Aaron Mitchell and Melissa | 4 | MR. AULET: Objection. | | 5 | Francis provided significant levels of | 5 | A. Every software is garbage in, | | 6 | input of various information. Brown | 6 | garbage out. | | 7 | Rudnick had been involved in the case | 7 | Q. Turning to the second bullet | | 8 | before we were. They already had a large | 8 | point in the retention agreement, it reads, | | 9 | knowledge base so we -- we talked with | 9 | "assistance with preparation and/or review | | 10 | Brown Rudnick team and Melissa and Aaron on | 10 | of cash flow and related budget projections | | 11 | the phone and then numerous e-mails. | 11 | and including advising as to post-filing | | 12 | THE WITNESS: I agree. Hot. | 12 | finances". Do you see that? | | 13 | MR. HARBACH: Yeah, I tried to | 13 | A. Yes. | | 14 | keep out the sun. | 14 | Q. What work has Verdolino and | | 15 | Q. Did Verdolino and Lowey perform | 15 | Lowey done in connection with this line | | 16 | any investigation to verify information | 16 | item? | | 17 | obtained from Brown Rudnick, Melissa | 17 | A. Nothing. | | 18 | Francis or Aaron Mitchell? | 18 | Q. What work does Verdolino and | | 19 | A. No. | 19 | Lowey anticipate doing in connection with | | 20 | Q. So is it fair to say you took | 20 | this line item? | | 21 | their word regarding the representations | 21 | A. Anticipate doing this if we're | | 22 | contained in the SOFA and the schedule? | 22 | in the case and there's a DIP. | | 23 | A. That's fair. | 23 | Q. So it includes budget | | 24 | Q. Is there any outstanding work | 24 | projections. Budget projections for who? | | 25 | that Verdolino and Lowey will anticipate Page 59 | 25 | A. I imagine we will try and Page 61 |

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Page 62 1 C. JALBERT 2 establish what a budget would be for -- for 3 instance, committee counsel and its 4 financial advisors, debtor's counsel and 5 their financial advisors, the United States 6 Trustees fees. There were a number of 7 firms that were intended to be ordinary 8 course professionals and any other 9 anticipated disbursement in the case that's 10 approved in one way, shape or form by court 11 order. 12 Q. It also includes review of cash 13 flow. What cash flow? 14 A. The DIP money. 15 Q. The debtor has no income, 16 right? 17 A. To my knowledge, correct. 18 Q. Have you reviewed the debtor's 19 declaration filed in this case? 20 A. I certainly reviewed one or two 21 of the drafts of it. I don't know that I 22 saw the final or not. I don't remember. 23 Q. Are there cash flows coming in 24 from any source at the moment? 25 A. Into the Estate? Page 63 1 C. JALBERT 2 Q. Yes. 3 A. Not to my knowledge. 4 Q. Your knowledge of the debtor's 5 lack of income is based on what you've been 6 told, is that right? 7 A. Yes. 8 Q. No independent investigation in 9 connection with his income? 10 A. Correct. 11 Q. This line item also references 12 post-filing finances. What is meant by 13 that? 14 A. He filed on February 15th. 15 Whatever finances, cash receipts, cash 16 disbursements, budgeting from that day 17 forward. 18 Q. The third line item reads, 19 "opening and maintaining the DIP account 20 and effectuating disbursements when 21 necessary and providing accounting of all 22 cash activity". Is it your understanding 23 there's a DIP loan here? 24 A. No. 25 Q. Do you anticipate there being a Page 64 1 C. JALBERT 2 DIP loan in this case? 3 A. Hope so. 4 Q. Do you have experience with DIP 5 loans? 6 A. Yes. 7 Q. How much experience do you 8 have? 9 A. I don't know how many hundred 10 cases with DIP loans. 11 Q. What work has Verdolino and 12 Lowey done in connection with this line 13 item? 14 MR. AULET: Objection to form. 15 A. We're talking about the third 16 one, right, opening and maintaining the DIP 17 account? 18 Q. Yes. 19 A. The only thing I did, when 20 asked by Brown Rudnick if I'd be willing, 21 is I consulted with a bank that does -- 22 that's on the list of approved financial 23 institutions of the Department of Justice. 24 I checked with that bank, which I use 25 frequently in and out of bankruptcy, to Page 65 1 C. JALBERT 2 confirm that they would allow me to be a 3 signer on the DIP account and they 4 responded in yes. That's the extent of 5 which I've done on that. 6 Q. Is that Citizens Bank that 7 you're referencing? 8 A. Yes. 9 Q. Has Verdolino and Lowey been 10 involved in the negotiation of the 11 potential DIP loan? 12 A. No. 13 Q. Has Verdolino and Lowey been 14 included on any communications regarding 15 the potential DIP loan? 16 A. I don't know. 17 Q. Have you personally been 18 involved in any written or oral 19 communications regarding the DIP loan? 20 A. I don't recall any. 21 Q. Do you have an understanding as 22 to how the potential DIP loan would be 23 structured? 24 A. Well, I briefly read the DIP 25 loan at some point in time. I don't have

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| 1 C. JALBERT 1 C. JALBERT 2 an explicit memory of every -- of the whole 2 will pay the fees in the event the DIP loan 3 thing but I know generally how DIP loans 3 does not occur? 4 work. 4 A. No. 5 Q. In this case, do you know how 5 Q. Let's turn to the next line 6 the DIP loan would potentially be 6 item, "preparation, review and analysis of 7 structured? 7 monthly operating reports and/or quarterly 8 A. I would have to be guessing at 8 reporting". Do you see that? 9 my memory. 9 A. Yes. 10 Q. Who, at Verdolino and Lowey, 10 Q. You referenced earlier a 11 would perform the work in connection with 11 monthly operating report that was recently 12 this line item? 12 filed in this case? 13 MR. AULET: Objection to form. 13 A. Yes. 14 A. Presupposing that there is a 14 Q. Is that the type of work 15 DIP loan? 15 anticipated in this-- in connection with 16 Q. Yes. 16 this line item? 17 A. It would -- as repeating, 17 A. Well, going forward, there's 18 obviously, I would be the signatory on the 18 going to be a lot more than a monthly 19 account. There would be bookkeepers and 19 operating report because there's going to 20 staff associated with preparing the checks, 20 be -- well, presumably, if there is a DIP 21 preparing the reports and reporting to all 21 and if the case continues, there's going to 22 the parties that be. Some -- I imagine the 22 be receipts and disbursements and even if 23 committee would want to know -- generally, 23 there aren't, the monthly operating report 24 they would like to know on a weekly or 24 and the US Trustees Office requires that -- 25 biweekly basis what receipts and 25 the disclosure of all estate professionals Page 66 1 C. JALBERT 1 C. JALBERT 2 disbursements are, major creditors might 2 as they accrue throughout the case. So it 3 feel the same way. So whatever the -- 3 didn't happen in the February one because 4 whatever the case is, reporting 4 of the scrambling of SOFA's and schedules 5 requirements as they develop, we would take 5 and 341 meeting and everything else. Going 6 care of that. I don't know what they would 6 forward, we're going to have to have a 7 be. Aside from the minimum requirement, 7 report on a monthly basis and a cumulative 8 the monthly operating report. 8 basis what everybody's fees are, what the 9 Q. What is Verdolino and Lowey's 9 cash in and cash out is and part of the 10 run rate up until this point? 10 monthly operating report calculates the 11 A. What's a run rate? 11 fees due to the United States Trustee 12 Q. How much has Verdolino and 12 Program and then the monthly operating 13 Lowey billed to this matter? 13 report, you typically have to also -- you 14 A. We've billed zero so far. 14 attach to it insurance binders, if things 15 Q. How much value does Verdolino 15 expired. If they weren't usually -- 16 anticipate it has already billed in this 16 usually, I put them in anyway just to avoid 17 case? 17 confusion and someone looking for it. And 18 A. Are you asking for a WIP to 18 then complete copies of the bank 19 date? 19 statements. The United States Trustees 20 Q. What is a WIP to date? 20 Office also wants balance sheet and P&L and 21 A. Work in process hours? 21 cash flow and what the accounts payable, 22 Q. Yes, please. 22 accounts receivable and all the various -- 23 A. I have no idea. 23 so the first one was filed. Future ones 24 Q. Does Verdolino and Lowey have 24 are going to have a lot more information. 25 any agreement with anyone regarding who 25 Q. Taking a step back, can you Page 67 Page 69 | | | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------| | | | | | | | Page 68 | | | | |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|---------------------------------------------|----|---------------------------------------------| | 2 | just explain, generally, what a monthly | 2 | A. The United States Trustee | | 3 | operating report is in a Chapter 11 | 3 | issues bills predicated on the monthly | | 4 | individual case? | 4 | operating report, to what the expenses that | | 5 | A. It's the same or pretty close | 5 | meet the definition of a disbursement on | | 6 | to the same I think as the operating report | 6 | account of the U.S. Trustees form, they | | 7 | in a commercial case. It looked like it to | 7 | combine the three months in every calender | | 8 | me anyway's. But it's the standard -- | 8 | quarter. So for us, it will be the | | 9 | during the pendency of the case, the | 9 | February 15th, the February 28th stub | | 10 | operating report, that is required by the | 10 | period, plus the March 1 to March 31, that | | 11 | US Trustees Program, up until the case is | 11 | MOR. The sum of those 45 days will be in a | | 12 | dismissed, converted or confirmed. | 12 | bill from the U.S. Trustees Office and, | | 13 | Q. So the procedures that you | 13 | assuming it's correct, would have to be | | 14 | described relating to the work on the | 14 | paid before the end of -- I believe this | | 15 | monthly operating report, that presupposes | 15 | month. | | 16 | the approval of the DIP loan and managing | 16 | Q. So is it fair to say that | | 17 | of those funds. Is that right? | 17 | Verdolino and Lowey is retained to review | | 18 | A. Well, the monthly operating | 18 | the quarterly report? | | 19 | report is going to be due irrespective of | 19 | A. I don't know if it's listed in | | 20 | that. The -- the accrual of the -- of the | 20 | here specifically but certainly the monthly | | 21 | fees of committee counsel, us, the | 21 | operating report is the form that is the | | 22 | accountant advisor, the debtor, debtor | 22 | input to the United States Trustees Office | | 23 | committee, others, whoever might be paid by | 23 | in order to create the bill. So we know -- | | 24 | the Estate including th ordinary course. | 24 | and it's the fees are statutorily | | 25 | Even if there's not a DIP, that has to be | 25 | determined based on the level of | | | | | Page 72 | | | Page 70 | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | reported in the monthly operating report. | 2 | disbursements. It's very easy to double | | 3 | Q. You prepared one monthly | 3 | check their work. We would do that and | | 4 | operating report to date? | 4 | make sure that the number is right. It's | | 5 | A. In this case? | 5 | frequently wrong because sometimes they | | 6 | Q. In this case, is that right? | 6 | issue the bill before the March statement | | 7 | A. Yes. | 7 | actually hits. So they're estimating. | | 8 | Q. Is another monthly operating | 8 | They're generally off -- not their fault -- | | 9 | report in progress? | 9 | in the first quarter because it's not a | | 10 | A. Yes. | 10 | full quarter. They don't have a basis for | | 11 | Q. Did you also prepare -- scratch | 11 | making estimates, whatever the case may be | | 12 | that. Did Verdolino and Lowey also prepare | 12 | but we would -- we would ensure that the | | 13 | the estimated monthly operating expenses | 13 | fee paid to the U.S. Trustees is | | 14 | contained in the schedule? | 14 | appropriate under the circumstances. | | 15 | A. To what are you referring to? | 15 | Q. Turning to the next line item, | | 16 | Q. We can come back to that. | 16 | "assistance with preparation and/or review | | 17 | A. Okay. | 17 | of estate federal and state income tax | | 18 | Q. Have you or Verdolino and Lowey | 18 | filings". What work has Verdolino and | | 19 | prepared a quarterly report in this case? | 19 | Lowey done in connection with this line | | 20 | A. The United States Trustee | 20 | item? | | 21 | quarterly report? | 21 | A. Nothing. | | 22 | Q. Yes. | 22 | Q. I think you mentioned before | | 23 | A. No. We don't prepare that, | 23 | that you were going to recommend the filing | | 24 | they do. | 24 | of income taxes. Why do you recommend that | | 25 | Q. What is a quarterly report? | 25 | in this case? |

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Page 74 1 C. JALBERT 2 A. I recommend it in every case. So individual estate tax returns, individual estates is a separate -- completely separate and distinct entity from the individual as opposed to in a corporate case, the corporation retains its tax identity. You continue to file C-corporation returns if they're a C-corporation, S Corp., partnership, whatever the case may be and their year end remains whatever their year end was established pre-petition. In a bankruptcy estate, the Estate is separate and distinct from the individual. The individual has to continue to file his own individual income taxes with whatever his individual income that doesn't come into the Estate. In a Chapter 11 case, virtually all of the debtor's income is supposed to come into the Estate. So there really shouldn't be a separate one but technically, there could be. The Estate is -- the Estate return is generally assigned to be December 31, unless you elect otherwise. There are 1 C. JALBERT reasons to elect otherwise but the most important point is in order to get the -- the relief that's in the bankruptcy code under Section 505b, in order to get that relief, you have to file a tax return. So I recommend, even when there's no tax due, that the return gets filed in order to protect all -- everybody in the case to 1 C. JALBERT legally required or not with a 505(b) letter. 4 Q. Do you anticipate that multiple returns will be filed in this matter if the debtor chooses to file returns. 7 A. Well, I don't know what the debtor is going to do and again, it has no bearing on the Estate and no bearing on Verdolino and Lowey but the Estate will have to file -- I'll recommend that it file a federal return. The debtor is a resident of Connecticut so there would be a Connecticut estate tax return and if, for some reason, there was income from another state, we would file from whatever state that that income came. So I don't know what it's going to be but it's at least going to be Connecticut and the IRS. 20 Q. I think we covered before, it's your understanding that the debtor has no income in this case? 23 A. Correct. 24 Q. What work do you anticipate Verdolino and Lowey will do in connection 1 C. JALBERT with an individual tax return for the debtor? 4 MR. AULET: Objection to form.

Page 75 make sure that there is not an issue that gives the various taxing authorities 60 days from the date of filing with the 505(b) letter to elect to audit it. It's the way that the case can move forward to closure and not have the seven year statute, three year statutes and the like. So I recommend everyone does the 505(b). If they don't elect to audit it in the first 60 days, then they lose the opportunity. If they select it for audit, then they got another 120 days. I want -- I recommend it in every single case, individual or corporation or partnership or LLC, that the tax returns get filed whether they're necessary or not, whether they're Page 77 5 A. Well, I'd have to guess what's going to take place between February 15 and December 31. I don't know whether there will be any income or not. There's litigation going on. There might be settlements. I don't know whether there'll be income or not but if there is, there'll be income. From what source, I don't know and from where, I don't know but at a minimum, there will be disbursements and in a bankruptcy, there's two types of expenses from a tax perspective. There are administrative expenses like professional fees and there are other types of expenses that are normal to an individual. Mortgage interest, real estate taxes, whatever the case may be. They are treated in different ways on the tax return but one of the reasons why you would file a return is the -- for tax purposes in a bankruptcy estate, the fees paid to professionals are

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|-----------------------------------------------|----|------------------------------------------------------| | 2 | deductible and you can build them up like a | 2 | A. I have no -- it's not my | | 3 | deferred tax asset. So to the extent, in | 3 | problem or interest what happens to the | | 4 | the future -- after we spend money on the | 4 | debtor, outside of the bankruptcy estate. | | 5 | case, if, in the future, there was a large | 5 | He's going to have to hire a different | | 6 | settlement agreement, you would be able to | 6 | accountant to deal with that. | | 7 | offset the previous administrative NOL's | 7 | Q. Let's talk about the Estate. | | 8 | against the future income -- | 8 | A. If the Estate has tax | | 9 | THE COURT REPORTER: The | 9 | transactions, as I said, I would recommend | | 10 | previous administrative -- | 10 | the Estate files tax returns on a timely | | 11 | THE WITNESS: N-O -- net | 11 | basis and it would include whatever | | 12 | operating losses against a future | 12 | transactional activity that is allowed | | 13 | receipt, which is another reason to | 13 | under the -- both the bankruptcy code and | | 14 | file the return. | 14 | the internal revenue code and I don't know | | 15 | Q. Is it fair to say that the work | 15 | what that's going to be. | | 16 | that Verdolino and Lowey anticipates | 16 | Q. Turning to the next line item, | | 17 | potentially doing in connection with tax | 17 | it reads, "assistance with reviewing | | 18 | returns depends on whether cash is coming | 18 | reconciling, analyzing and if necessary, | | 19 | into the debtor or the Estate in the | 19 | objecting to proofs of claim". What work | | 20 | future? | 20 | has Verdolino and Lowey performed in | | 21 | MR. AULET: Objection to form. | 21 | connection with this line item? | | 22 | A. No. You're going to have -- | 22 | A. None. | | 23 | you're going to have accrued expenses | 23 | Q. Just generally, what does -- | | 24 | depending on the -- when the timing of the | 24 | what is a proof of claim? | | 25 | case and everything, accrued expenses can | 25 | A. It's a form. There's a form. | | | | | Page 80 | | | Page 78 | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | be deductible. So cash -- clearly, if | 2 | There's a bankruptcy form that's a proof of | | 3 | there were cash, that would -- that would | 3 | claim. I don't remember what the form | | 4 | have to be taken care of but depending on | 4 | number is but it's an opportunity for any | | 5 | how this case goes and the timing, it's | 5 | alleged creditor to file a claim in either | | 6 | entirely possible that some of the accrued | 6 | a Chapter 11 or a Chapter 7 case. They can | | 7 | expenses would be deductible. | 7 | file claims on a secured basis, a priority | | 8 | Q. Have you seen the debtor's most | 8 | basis, an administrative basis and I'm sure | | 9 | recent tax returns? | 9 | there's more that I'm missing. I don't | | 10 | A. I don't know that I would be | 10 | think there's a claims objection deadline | | 11 | able to call them most recent tax returns | 11 | but at some point in time, in a Chapter 11, | | 12 | but I've seen parts. I don't know if it's | 12 | there's usually a claims objection | | 13 | the whole thing. I don't know if I saw the | 13 | deadline. If, however, a creditor has been | | 14 | entire federal and the entire state but I | 14 | scheduled on Schedule D, E or F and that | | 15 | -- I at least saw the New York return and | 15 | number happens to be right, then the | | 16 | the federal version attached to the New | 16 | creditor does not have to file a claim as I | | 17 | York return which may or may not be the | 17 | understand it. If they disagree because | | 18 | entire federal return for 2019 I think and | 18 | it's owed more or less -- and rarely do | | 19 | 2020. | 19 | they disagree if they're owed less but if | | 20 | Q. If the debtor's income is zero, | 20 | they're owed more, they're allowed to file | | 21 | what do you anticipate deducting from? | 21 | a proof of claim and establish what they | | 22 | MR. AULET: Objection. | 22 | think the amount due to them from the | | 23 | A. Are we talking about the debtor | 23 | bankruptcy estate would be. | | 24 | individually or the Estate? | 24 | Q. Have you reviewed any of the | | 25 | Q. Let's start with the debtor. Page 79 | 25 | pending litigation claims in this matter? Page 81 |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|-------------------------------------------------------|----|-----------------------------------------------| | 2 | A. No. | 2 | someone to do work on a preference | | 3 | Q. What experience does Verdolino | 3 | analysis. We certainly participated in | | 4 | and Lowey have in analyzing the likelihood | 4 | preparing that because we filed them. | | 5 | of success in pending litigation claims? | 5 | Q. Do you know how many | | 6 | A. Absolutely none. | 6 | pre-petition payments were disclosed in | | 7 | Q. Turning to the next line item, | 7 | this case? | | 8 | "assistance with reviewing debtor books and | 8 | A. No. | | 9 | records for possible avoidable transactions | 9 | Q. Does 21 sound about right? | | 10 | such as preference and fraudulent transfer | 10 | A. I don't know. | | 11 | claims". Do you see that? | 11 | Q. So the line item refers to | | 12 | A. Yes. | 12 | debtor books and records for possible | | 13 | Q. Can you explain to me, | 13 | avoidable transactions. Have you reviewed | | 14 | generally, what this means? | 14 | any debtor books and records in connection | | | | | | | 15 | A. The bankruptcy code allows a | 15 | with this engagement? | | 16 | look back period. For preferences, it | 16 | A. No. | | 17 | allows 90 days prior to the filing for | 17 | Q. Has Verdolino and Lowey | | 18 | preference claims and I'll let lawyers | 18 | reviewed any books and records in | | 19 | define what that is and insiders and other | 19 | connection with this engagement? | | 20 | fraudulent transfers take place between | 20 | A. No. | | 21 | zero days and I've heard it's -- whatever | 21 | Q. Is it fair to say that | | 22 | the statute happens to be for whatever the | 22 | Verdolino and Lowey relies on the | | 23 | issue might be, one year, two years, four | 23 | assistance of other parties in connection | | 24 | years, whatever the case maybe but it's a | 24 | with this line item? | | 25 | search through transactions to see if any Page 82 | 25 | MR. AULET: Objection to form. Page 84 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | of them might be avoidable and recoverable | 2 | A. Are you talking about past | | 3 | to the Estate. | 3 | tense or future tense? | | 4 | Q. What analysis has Verdolino and | 4 | Q. Past tense. | | 5 | Lowey performed in connection with this | 5 | A. We relied on other individuals | | 6 | line item? | 6 | for everything that we did from an | | 7 | MR. AULET: I would caution the | 7 | information perspective. | | 8 | Witness to the extent that there is | 8 | MR. AULET: We've been going | | 9 | anything, not to disclose any | 9 | for awhile so if you need a break -- | | 10 | specifics. | 10 | THE WITNESS: No, let's get the | | 11 | MS. ARONSSON: Sorry, what do | 11 | -- let's do it all at once. I would | | | | | | | 12 | you mean? | 12 | like to get out of here before | | 13 | MR. AULET: That if he has done | 13 | tonight. | | 14 | any work, it would be covered by the | 14 | MR. GOLDMAN: We are going to | | 15 | work/product privilege. Not to | 15 | break at 12. | | 16 | disclose those specifics. | 16 | MR. HARBACH: Yes, sir. | | 17 | Q. Setting aside the work/product | 17 | Q. Okay, turning to the next line | | 18 | protection that Brown Rudnick is alleging | 18 | item, "assistance with any necessary | | 19 | in connection with this line item, can you | 19 | litigation support". I think we covered | | 20 | | 20 | this previously. Do you have anything to | | 21 | answer the question? | | | | | A. Well, one of the questions in | 21 | add about potential services in connection | | 22 | the SOFA's is payments made in the 90 days | 22 | with this line item that we haven't already | | 23 | prior to bankruptcy. I don't know if | 23 | discussed? | | 24 | that's necessarily a surprise to anybody | 24 | A. Not that I can remember. | | 25 | but that is usually the starting place for Page 83 | 25 | Q. Has Verdolino and Lowey done Page 85 |

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| 1 | 1 | |-------------------------------------------------------------|-----------------------------------------------------| | C. JALBERT | C. JALBERT | | 2 | 2 | | any work in connection with this line item | assets is on liquidated litigation claims? | | 3 | 3 | | to this date? | MR. AULET: Objection to form. | | 4 | 4 | | A. | A. | | In this case, no. | If we did, it would be awfully | | 5 Q. The next -- turning to the next | 5 small. | | 6 line item is "assistance with plan | 6 Q. Understood. Are you aware of | | 7 | 7 | | development and preparation including | any draft plans currently being circulated? | | 8 | 8 | | feasibility". What does this mean? | MR. AULET: Objection. He's | | 9 A. Well, in order to have a | 9 already testified that he hasn't | | | | | 10 | 10 | | successful Chapter 11, you have to confirm | performed any work on this. So I | | 11 | 11 | | a plan of reorganization or whatever the | don't see what the relevance is to | | 12 | 12 | | title will be when it's prepared and | V&L's retention. | | 13 | 13 | | created. It might even be a joint plan for | MS. ARONSSON: Sure. I'm | | 14 | 14 | | all I know. In those plans, there | curious though about ongoing work in | | 15 | 15 | | typically is some budgeting because | connection with this line item. | | 16 | 16 | | sometimes payments to creditors are paid | MR. AULET: He can answer if | | 17 | 17 | | out over time. We might assist in | he's doing any current work with it. | | 18 preparing the cash flow projections of | 18 A. None. | | 19 receipts and disbursements for some future | 19 Q. Turning to -- turning to the | | 20 | 20 | | time period and my -- I'm not a lawyer but | next line item on the next page, it reads, | | 21 | 21 | | as I understand it, in order to confirm a | "general consulting and assistance with any | | 22 | 22 | | Chapter 11, you must prove that the | other matters and tasks that may arise and | | 23 | 23 | | creditors are getting a better return from | as may be directed by you or the debtor". | | 24 | 24 | | the Chapter 11 plan than they would have in | Is it fair to say this is kind of a | | 25 | 25 | | a Chapter 7 case and that usually requires | catch-all? | | Page 86 | Page 88 | | | | | | | | 1 | 1 | | C. JALBERT | C. JALBERT | | 2 that you -- well, you're going to have | 2 A. Yes. It's a catch-all with the | | 3 | 3 | | feasibility and you're going to have -- | caveat -- this is not my first rodeo -- if, | | 4 | 4 | | what's the other one -- term is slipping my | for some reason, there's a discreet task | | 5 | 5 | | mind -- I can't remember it but it didn't | that is going to be required that will be | | 6 | 6 | | list it anyway's. | comprehensive and costly, we would file a | | 7 Q. The line item says feasibility | 7 motion to amend our employment, what would | | 8 | 8 | | and I think you mentioned that as well. | be covered by the employment but as to -- | | 9 | 9 | | What does feasibility mean? | you know, for instance, sometimes they get | | 10 A. You -- the projections is | 10 a notice from the IRS that requires 15 | | 11 | 11 | | usually the evidence with which to allow | minutes for someone to respond to. I know | | 12 | 12 | | the Court and other parties in interest to | little -- little cats and dogs that happen | | 13 | 13 | | determine what the future cash flows will | that don't happen to fit into something | | 14 | 14 | | be and make their own decision based on | else, it's a catch-all for the minutiae. | | 15 | 15 | | that as to whether the debtor's plan is | Not intended to be a catch-all for major | | 16 | 16 | | financially feasible and the Judge | line items and that's only to protect me. | | 17 obviously has the final determination but | 17 Q. Understood. What work or | | 18 | 18 | | usually everyone puts their two cents in. | analysis has Verdolino performed in | | 19 Q. What analysis has Verdolino and | 19 connection with this line item, if any? | | 20 Lowey done to date in connection with this | 20 A. None that I know of. | | 21 line item? | 21 Q. Are you familiar with a company | | 22 A. None. | 22 called Stretto? | | 23 | 23 | | Q. | A. | | Would Verdolino and Lowey have | Yes. | | 24 a function in developing a plan if the | 24 Q. What do they do? | | 25 debtor's estate's only source of income or Page 87 | 25 A. I don't know everything that Page 89 |

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| | 1 C. JALBERT | 1 | C. JALBERT | |----|----------------------------------------------|----|-------------------------------------------------| | 2 | they do but they do claims agent work and | 2 | MR. AULET: Objection to form. | | 3 | other bankruptcy-related work. I don't | 3 | A. Yes. | | 4 | know what their list of services are. I've | 4 | Q. You mentioned before that you | | 5 | hired them myself in cases. I think | 5 | have worked with Stretto in the past? | | 6 | they're still working for me on a case or | 6 | A. Well, they're in the same -- | | 7 | two right now in a limited basis. | 7 | some of the same -- well, a couple. One or | | 8 | Q. Are you aware that Stretto was | 8 | two of the same cases that we're in. | | 9 | involved in this matter? | 9 | Q. Do you have an understanding as | | 10 | A. I'm aware that there's a motion | 10 | to whether Stretto could open and maintain | | 11 | to employ them, yes. | 11 | a DIP account? | | 12 | Q. Generally, what is your | 12 | A. No. | | 13 | understanding of the scope of work that | 13 | Q. Do you have an understanding | | 14 | Stretto would potentially be employed to | 14 | about whether Stretto could monitor | | 15 | do? | 15 | disbursements in connection with a DIP | | 16 | A. I have not read their motion to | 16 | account? | | 17 | employ. No idea what their -- | 17 | A. No. | | 18 | MS. ARONSSON: Let's go off the | 18 | Q. Turning to the books and | | 19 | record. Thank you. | 19 | records line item, the seventh bullet | | 20 | THE VIDEOGRAPHER: The time is | 20 | point, I'm going to ask you to assume that | | 21 | 11:53 a.m. and we are off the record. | 21 | there are 21 professional service providers | | 22 | (Whereupon, a brief recess was | 22 | who have received a pre-petition payment in | | 23 | taken.) | 23 | the 90 days before filing. I'm also going | | 24 | THE VIDEOGRAPHER: The time | 24 | to ask you to assume that Stretto can | | 25 | period is 12:22 p.m. We're back on | 25 | provide analysis with respect to those | | | Page 90 | | Page 92 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | the record. | 2 | payments. Why is it necessary for | | 3 | Q. Just wrapping up the questions | 3 | Verdolino and Lowey to perform these | | 4 | related to Exhibit 4. Turning back to the | | | | | | 4 | duties? | | 5 | line item about opening and maintaining the | 5 | MR. AULET: Objection to form. | | 6 | DIP account, would you agree that a bank or | 6 | It calls for speculation. | | 7 | an escrow agent could open and maintain a | 7 | A. Most everybody that has half a | | 8 | DIP account? | 8 | brain can do that. It's not going to be | | 9 | MR. AULET: Objection to form. | 9 | done by me. | | 10 | A. I don't have any knowledge of | 10 | MS. ARONSSON: The Court | | 11 | why they couldn't but I'm certainly not an | 11 | Reporter is going to hand you what is | | 12 | expert. | 12 | being marked as Jalbert Exhibit 5. | | 13 | Q. What about monitoring | 13 | (Whereupon, Official Form | | 14 | disbursements and effectuating | 14 | 106Sum was marked as Jalbert Exhibit | | 15 | disbursements? | 15 | 5 for identification as of this date | | 16 | A. The bank doing it? | 16 | by the Reporter.) | | 17 | Q. Yes. | 17 | MS. ARONSSON: I'll say for the | | 18 | A. I don't think the bank's going | 18 | record, this is a document that has | | 19 | to do it. | 19 | been filed as Docket Number 78 in | | 20 | Q. Or an escrow agent. | 20 | this case. | | 21 | A. An escrow agent would have more | 21 | Q. Do you recognize this document, | | 22 | obligation, whatever the escrow agreement | 22 | Mr. Jalbert? | | 23 | says. I don't -- | 23 | A. Yes. | | 24 | Q. But an escrow agent could be | 24 | Q. What is it? | | 25 | employed to perform those duties? Page 91 | 25 | A. The first page is the official Page 93 |

24 (Pages 90 - 93)

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1 C. JALBERT 2 form 106Sum which is the summary of assets 3 and liabilities and certain statistical 4 information for the debtor, Ho Wan Kwok. 5 Q. I think we've discussed earlier 6 that Verdolino and Lowey had a role in 7 preparing the SOFA and schedule. Is that 8 right? 9 A. Yes. 10 Q. Verdolino and Lowey had a role 11 in preparing this document? 12 A. Yes. 13 Q. I just want to walk through 14 this at a high level. The first line item 15 is -- item one relates to property. What 16 does this line item include? 17 A. What specific -- A, B or C or 18 all of them? 19 Q. Sorry, fair question. 1A. 20 A. Well, it reads "Schedule A/B 21 Property official form 106A/B", question or 22 1A, "copy Line 55. Total real estate from 1 C. JALBERT 2 Q. Item 58 refers to Line 36? 3 A. Okay. 4 Q. So 36, just up the page, the 5 total amount here is 3,850 dollars. Do you 6 see that? 7 A. Yes. 8 Q. So 36 wraps up into one number. 9 Part 4 of this filing, is that fair? 10 MR. AULET: Objection to form. 11 A. Well, when you mean this 12 filing, are you talking about Part 4 of 13 Schedule A/B. 14 Q. I am, yes. Thank you for the 15 clarification. 16 A. I would agree that Line 36 is 17 the sum of Part 4 which starts at question 18 16. 19 Q. What analysis, if any, did 20 Verdolino and Lowey perform in connection 21 with these line items? 22 A. Whatever we did, we did working 567

23 with the lawyers.

- 24 Q. I'm going to ask you to turn to - 25 Page 3 of the document.

| Page 94 | | |---------|--| |---------|--|

23 schedule A/B".

25 A. Correct.

24 Q. Thank you. And it reads zero?

| | Page 94 | | Page 96 | |----|---------------------------------------------|----|--------------------------------------------| | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | Q. What analysis, if any, did | 2 | MR. AULET: Just for | | 3 | Verdolino and Lowey do to prepare this line | 3 | clarification, every time you're | | 4 | item? | 4 | refer to Page 3, you're referring to | | 5 | A. I worked with the lawyers. | 5 | the top numbers? | | 6 | Q. Did you do any independent | 6 | MS. ARONSSON: Yes. I'm | | 7 | investigation with respect to the line item | 7 | referring to the docket numbering at | | 8 | 1A? | 8 | the top. Page 3 of 23. | | 9 | MR. AULET: Objection to form. | 9 | Q. Starting with Part 1 here, did | | 10 | A. No. | 10 | Verdolino and Lowey perform any work in | | 11 | Q. Turning to 1B, this reads, | 11 | connection with this line item? | | 12 | "total personal property from Schedule A/B" | 12 | A. If we did, we did with counsel. | | 13 | and I think this refers us to Line 36? | 13 | Q. In Part 2, Item 3 and 4 | | 14 | A. I would have thought it related | 14 | referring to cars, vans, trucks, etcetera, | | 15 | to Line 62. | 15 | watercraft, aircraft, did Verdolino and | | 16 | Q. It does and then 62. Sorry -- | 16 | Lowey perform any work in connection with | | 17 | so 62 refers back to 56 to 61. Do you see | 17 | this section? | | 18 | that, that's on Page 7 of the PDF? | 18 | A. All with counsel. | | 19 | A. Lines 56 to 61, is that what | 19 | Q. So it's fair to say, when you | | 20 | you're referring to? | 20 | say you performed work with counsel, you | | 21 | Q. That's right. | 21 | didn't perform any independent | | 22 | A. Yep. | 22 | investigation? | | 23 | Q. The only item populated in 55 | 23 | A. Correct. | | 24 | to 61 is Item 58? | 24 | Q. Part 3, Items 6 through Items | | 25 | A. Correct. | 25 | 15 refer to personal and household items, | | | Page 95 | | Page 97 |

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567

1 C. JALBERT

7 Items 6 through 14?

8 A. Nothing -- not with the

10 Q. Just to be clear about your

14 counsel to draft this form?

17 after consultation obviously.

19 keypunch into the form?

12 counsel and you were responsible for 13 drafting this form or did you rely on

15 MR. AULET: Objection to form. 16 A. We keypunched into the forms

18 Q. Did you do anything besides

20 A. We discussed matters with the

22 Q. I'm asking in connection with filing the schedule and the SOFA, when you say you communicated with the attorneys, you're talking about Brown Rudnick?

4 Q. Without walking through each of 5 these, did you perform -- did Verdolino and 6 Lowey perform any work in connection with

2 is that right? 3 A. Yes.

9 attorneys.

21 attorneys.

role, were you provided information from believe you mentioned earlier that you or Verdolino and Lowey were involved in helping to prepare the notes for the schedules that were filed? Have I got that 11 right? 12 A. The specific part of the 13 notes --

| 14 | Q. | Yes, sir. The specific notes. | |----|----|-------------------------------| | 15 | A. | Not the general -- |

4 Q. For the record, this is David 5 Harbach at O'Melveny, also representing 6 Pax. I just have a few questions. Sir, I

16 Q. Understood.

1 C. JALBERT 2 EXAMINATION BY 3 MR. HARBACH:

| 17 | A. | Yes, I worked with counsel on | |----|-------|-------------------------------| | 18 | that. | | | | | |

19 Q. The specific notes are --

20 appear at Document Number 77 on the docket

21 and I don't have an extra copy for you but 22 I hope you'll agree that it won't be

23 necessary. When it comes to questions

24 about things like electronics and household

25 goods and furnishings, which my colleague

| Page 98 | | |---------|--| |---------|--|

| | Page 98 | | Page 100 | |----|---------------------------------------------|----|---------------------------------------------| | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | A. And Melissa Francis and Aaron | 2 | was just asking you about, the specific | | 3 | Mitchell. | 3 | notes state, for example, "numerous items | | 4 | Q. Did you communicate or did | 4 | fitting the personal and household | | 5 | Verdolino and Lowey communicate with anyone | 5 | definition are located at the residence and | | 6 | else besides the attorneys at Brown | 6 | the apartment" and then it goes onto say, | | 7 | Rudnick, Melissa Francis and Aaron | 7 | "except as otherwise set forth herein, the | | 8 | Mitchell? | 8 | debtor has no legal title to the contents | | 9 | A. No. | 9 | of either the residence or the apartment | | 10 | Q. Were you provided any facts or | 10 | and no court has made any determination | | 11 | information from any party when punching in | 11 | that the debtor has any other interests in | | 12 | these line items? | 12 | any such items". My question for you is | | 13 | A. We were informed by facts, lots | 13 | was Verdolino and Lowey at all involved in | | 14 | of them from the attorneys and lots of | 14 | making the assessment of whether any of | | 15 | discussion. | 15 | these household items belonged to the | | 16 | Q. Was it -- scratch that. The | 16 | debtor? | | 17 | information you received, was it oral? | 17 | MR. AULET: I just lodge an | | 18 | A. Some was oral and some was in | 18 | objection to asking him about a | | 19 | e-mails, I believe, from counsel. | 19 | document that you're not showing him. | | 20 | MR. HARBACH: Do you mind if I | 20 | You can answer if you can. | | 21 | ask a couple questions? | 21 | A. To be clear, are you asking me | | 22 | MS. ARONSSON: Sure. | 22 | if I investigated whether the spatulas and | | 23 | MR. AULET: I don't have any | 23 | the pots and pans existed and who bought | | 24 | objection. | 24 | them and how much they were and are they at | | 25 | MR. HARBACH: Thank you. | 25 | the house? | | | Page 99 | | Page 101 |

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| | 1 C. JALBERT | 1 | C. JALBERT | |----------|---------------------------------------------------------------------|----------|----------------------------------------------| | 2 | Q. All I'm asking is whether | 2 | item by item if that's what you want to do. | | 3 | Verdolino and Lowey had any role in making | 3 | I don't know what you're referring to. You | | 4 | the judgment call over whether the | 4 | know, you got specific lines you're talking | | 5 | household items at the residence or the | 5 | about? | | 6 | apartment belonged to Mr. Kwok or was that | 6 | Q. Sure, that's fair. So in | | 7 | something that was left to the lawyers? | 7 | connection with any of the assets | | 8 | MR. AULET: Objection to form. | 8 | identified in the schedule as belonging to | | 9 | A. We did no investigation. I had | 9 | Mr. Kwok, you solely relied on the chain of | | 10 | no personal knowledge not told to me by | 10 | events you previously described, Brown | | 11 | Aaron Mitchell, Melissa Francis and Brown | 11 | Rudnick received information from Melissa | | 12 | Rudnick about the ownership of those. So | 12 | Francis and Aaron Mitchell? | | 13 | it wasn't my decision and I didn't | 13 | MR. AULET: Objection to form. | | 14 | investigate but I certainly was party to | 14 | A. No, that's not what I said. I | | 15 | the conversations regarding that. | 15 | said we heard directly from Melissa Francis | | | | | | | 16 | Q. During those conversations, if | 16 | or Aaron Mitchell or they informed Brown | | 17 | one of those people, a lawyer at Brown | 17 | Rudnick and Brown Rudnick told me that | | 18 | Rudnick or Melissa -- whose last name I | 18 | they -- what the answer was from them. | | 19 | forget -- | 19 | There was no one way of communicating. It | | 20 | A. Francis. | 20 | was fluid situation. We had a very short | | 21 | Q. Francis, thank you. | 21 | time to do them but it was not one way or | | 22 | Represented to you that those items do not | 22 | the other. It was, as I said, either and | | 23 | belong to Mr. Kwok, you just accepted that | 23 | many times the e-mails were with all the | | 24 | at face value? | 24 | attorneys on the e-mail or it was a phone | | 25 | A. Correct. | 25 | call with a lot of parties and I don't | | | Page 102 | | Page 104 | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | MR. HARBACH: Okay, thank you. | 2 | remember all of the parties but the source | | 3 | Thank you, Laura. | 3 | of the information was for us, first, Aaron | | 4 | CONTINUED EXAMINATION | 4 | Mitchell and Melissa Francis in no | | 5 | BY MS. ARONSSON: | 5 | particular order. Now I don't remember who | | 6 | Q. This is Laura Aronsson from | 6 | knew more about what than the other or if | | 7 | O'Melveny. Just turning back to what we | 7 | they passed information onto Brown Rudnick, | | 8 | were talking about in connection with the | 8 | who then passed it onto us. Obviously, | | 9 | schedule. I think David covered this. So | 9 | after they did whatever legal analysis they | | 10 | when drafting this, how did you decide | 10 | wanted to do. | | 11 | whether an item like the iPhone referenced | 11 | Q. In preparing these documents, | | 12 | in Line Item 7 or the clothes referenced in | 12 | did you ask for any information from Brown | | 13 | Line Item 11 or the family dog referenced | 13 | Rudnick or Aaron Mitchell or Melissa | | | | | | | 14 | Item 13 belonged to Kwok as opposed to | 14 | Francis that you were not given? | | 15 | another person or entity? | 15 | A. I don't remember asking a | | 16 | A. I was informed by either | 16 | question they didn't answer but I didn't | | 17 | Melissa Francis or Aaron Mitchell or they | 17 | investigate anything. | | 18 | informed Brown Rudnick and Brown Rudnick | 18 | Q. I want to turn to Page 16 of | | 19 | informed us. | 19 | this document. So at the bottom of the | | 20 | Q. Is it fair to say that that | 20 | page, to direct your attention there, Part | | 21 | chain of events that you just described | 21 | 2 reads, "estimate your ongoing monthly | | 22 | applies to all of the items identified in | 22 | expenses". Were you involved in drafting | | 23 | this schedule? | 23 | this section? | | 24 25 | MR. AULET: Objection to form. A. I don't know -- we better go | 24 25 | A. Yes. Q. What was your role -- or |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|------------------------------------------------|----|---------------------------------------------| | 2 | scratch that. What was Verdolino and | 2 | operating report is a different report and | | 3 | Lowey's role in connection with this | 3 | that's a completely different question than | | 4 | section? | 4 | what's on here. | | 5 | A. We had discussions with the | 5 | Q. Can you explain to me the | | 6 | legal team, which is Brown Rudnick team | 6 | difference? | | 7 | plus Aaron Mitchell, plus Melissa Francis, | 7 | A. And I don't remember what | | 8 | probably more than one time, probably | 8 | question it is, is it like 4 or 5 or 6E or | | 9 | orally, probably in e-mail and it was a | 9 | whatever it is, the request is to report | | 10 | discussion. | 10 | the expenses paid by others on the debtor's | | 11 | Q. Turning to the next page, the | 11 | behalf. That's not what this asks. So in | | 12 | estimated monthly operating expenses reads | 12 | the schedule, we listed some funds and we | | 13 | zero. Is that fair? | 13 | will, going forward, be listing and | | 14 | A. Yes. | 14 | reporting, as required by the MOR, the | | 15 | Q. Did you anticipate the debtor's | 15 | expenses paid by others on behalf of the | | 16 | monthly operating expenses to remain zero | 16 | debtor which is again different from what | | 17 | after this point? | 17 | this asks. | | 18 | MR. AULET: Objection to form. | 18 | Q. Focusing on what this asks, | | 19 | A. It certainly was discussed with | 19 | it's your understanding that the debtor's | | 20 | the attorneys. I don't think it's a | 20 | ongoing monthly expenses is zero? | | 21 | secret. There was lots of discussion | 21 | MR. AULET: Objection to form. | | 22 | yesterday. So my expectation is yes, as to | 22 | A. The debtor's payment of the | | 23 | his expenses, his payment of his expenses | 23 | ongoing expenses is zero. | | 24 | is going to remain I think zero. | 24 | Q. You did no investigation into | | 25 | Q. I think you said his -- his | 25 | whether that is correct? | | | Page 106 | | Page 108 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | expenses. In your view, what does his | 2 | A. Correct. | | 3 | expenses cover? | 3 | Q. Turning just to the Excel | | 4 | A. There's a whole list of them | 4 | sheets at the end of this document, | | 5 | here. You want to go down them? It looks | 5 | starting just broadly, was Verdolino and | | 6 | like about 30 of them. Real estate taxes, | 6 | Lowey involved in preparing these | | 7 | property and homeowners and renters' | 7 | documents? | | 8 | insurance, home maintenance repair and | 8 | A. Well, we were certainly | | 9 | upkeep expenses, home ownership association | 9 | involved with others, yes. | | 10 | and condo dues. Don't even know if those | 10 | Q. What -- generally, what work | | 11 | are applicable. Electricity, heat and | 11 | did Verdolino and Lowey do in connection | | 12 | natural gas. Want me to keep going? | 12 | with these documents? | | 13 | Q. So we can just agree that Items | 13 | A. Reviewed them for | | 14 | 4 through 21 would include monthly | 14 | reasonableness, assisted in putting them in | | 15 | | 15 | a form that would normally be seen in a | | 16 | expenses? | | | | | A. Again, as it relates to him | 16 | SOFA and schedule. I think some of this | | 17 | paying them, I would agree. My | 17 | was uploaded into the actual Schedule F | | 18 | understanding is they're going to remain | 18 | because I think Schedule F -- well, maybe | | 19 | zero. | 19 | it doesn't. I don't know. I don't | | 20 | Q. So this -- the analysis | 20 | remember whether this was uploaded or not | | 21 | contained in this document is separate from | 21 | but it could be. So that -- so it starts | | 22 | the monthly operating report, the reports | 22 | with D. So all of these, we worked with | | 23 | that you, Verdolino, draft in connection | 23 | the attorneys and that's again, all three, | | 24 | with this case? | 24 | the Brown Rudnick team, Aaron Mitchell and | | 25 | A. Correct, because the monthly Page 107 | 25 | Melissa Francis. Page 109 |

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Page 110 1 C. JALBERT 2 Q. I think you said the phrase reviewed for reasonableness. What do you mean by that? 5 A. Well, if we had anything to compare information to, we compared it or -- or if we had a question, we asked a question of the lawyers. I don't remember off hand what those were. 10 Q. Can you think generally of any issues that you investigated in connection with preparing these? 13 A. I'm sure on a couple of them, we wanted the make sure that -- that there wasn't a missing digit or an extra digit so I'm sure someone from my team walked through with someone, probably either Melissa or Aaron, just as a double check that it's what -- what the number on the form was the number that they intended. There wasn't, in there someplace, a human error. 23 Q. Can you think of anything else specific that you investigated? 25 A. We did not investigate. 1 C. JALBERT 2 MS. ARONSSON: The Court 3 Reporter is going to hand you what's 4 being marked as Jalbert Exhibit 6. 5 This is a document filed in this case 6 as Docket 77. 7 (Whereupon, Global Notes was 8 marked as Jalbert Exhibit 6 for 9 identification as of this date by the 10 Reporter.) 11 Q. Do you recognize this document? 12 A. Yes. 13 Q. What is it? 14 A. The Global Notes and Statements of Limitations Methodology and Disclaimers Regarding the Debtor's Schedules of Assets and Liabilities and Statement of Financial Affairs and the debtor is Ho Wan Kwok. 19 Q. And this is a specific line item that Verdolino and Lowey's proposed retention relates to? 22 MR. AULET: Objection to form. 23 A. Can I go back and take a look? I don't know what the global notes are listed or not but these are part and parcel Page 112 1 C. JALBERT to the SOFA's and schedules. So it would be part of the first bullet, "assistance with preparation of the statement of financial affairs and schedules and all support thereto and any amendments, if necessary". 8 Q. What was Verdolino and Lowey's role in preparing this document? 10 A. Well, we certainly assisted in drafting. We assisted in reviewing, particularly the specific notes but there was -- there was a lot of back and forth and a lot of work between the Brown Rudnick law firm, Aaron Mitchell, Melissa Francis and Verdolino and Lowey, both -- all three at Verdolino and Lowey, Matt Flynn, Mary Jo Schindler and myself. 19 Q. Just to understand, what specific work did Verdolino and Lowey do in connection with preparing this document? 22 MR. AULET: Objection to form. 23 A. Well, like I said, we had numerous e-mails, we reviewed everything, we made comments. We might have drafted a 1 C. JALBERT paragraph here or a paragraph there. I think we assisted the group in making sure the references, amongst the notes and amongst the questions and the SOFA's and amongst the schedules to the extent they were interrelated, that the references were appropriate. We made sure that the writings were the facts as we knew them. Didn't investigate but we had lots of discussions and we made sure that what was represented here was our memories. 13 Q. Thank you. Turning to Page 4, Question 1 in the middle of the page, asks "do you own or have any legal or equitable interest in any residence, building, land or similar property". The answer in Item 1, below it, reads, "the debtor has use and occupancy of real estate located at 373 Taconic Road, Greenwich, Connecticut". Do you have any understanding as to why the use and occupancy of certain real estate is relevant to this filing? 24 MR. AULET: Objection to form. 25 A. Well, I'm not a lawyer but

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| 1 | C. JALBERT | 1 | C. JALBERT | |--------|--------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------| | 2 | Schedule A is I thought real property that | 2 | Haven on Wednesday for the 341 meeting but | | 3 | was owned by the debtor. I would have to | 3 | I don't know -- I know it's a valuable car. | | 4 | go back and confirm that but real estate. | 4 | I don't know what the name is and I don't | | 5 | So it would be -- he's alive. He resides | 5 | know who owns them. I know the debtor -- | | 6 | in a residence and I'm presuming this is | 6 | just as this says, the debtor has use. | | 7 | the appropriate legal description of the | 7 | Q. So beyond what this says here | | 8 | facts and circumstances of his living in | 8 | and your previous answer, do you have | | 9 | that residence. | 9 | anymore information about the vehicles that | | 10 | Q. Again, no independent | 10 | the debtor has use of? | | 11 | investigations into this? | 11 | A. No. | | 12 | A. Correct. | 12 | Q. Did you witness the debtor | | 13 | Q. Did you perform any evaluation | 13 | using any luxury vehicles at any time? | | 14 | of the residences listed in Question 1? | 14 | A. I don't know what you mean by | | 15 | A. No. | 15 | using but he got out of one in New Haven on | | 16 | Q. The second bullet refers to an | 16 | Wednesday. | | 17 | apartment in the Sherry Netherland Hotel? | 17 | Q. Do you know what kind of car it | | 18 | A. Yes. | 18 | was? | | 19 | Q. Did you draft this section? | 19 | A. I don't remember. | | 20 | A. Did I draft it? I doubt it. I | 20 | Q. Is this -- strike that. Is -- | | 21 | might have reviewed it. I might have had | 21 | is the answer to Question 3 relevant to the | | 22 | input in something but this is not my | 22 | preparation of monthly operating reports? | | 23 | language. | 23 | A. Probably, yes. | | 24 | Q. Are you aware that the entity | 24 | Q. Why? | | 25 | holding the legal title to the Sherry | 25 | A. Because I imagine there's a | | | Page 114 | | Page 116 | | 1 | | | | | | | | | | | C. JALBERT | 1 | C. JALBERT | | 2 3 | Netherland apartment is in bankruptcy? A. Well, I know there's a Chapter | 2 3 | cost associated with those vehicles being provided for his use and again, I don't | | 4 | 11 going on. Exactly what's in Chapter 11 | 4 | remember exactly what the question is, 4, 5 | | 5 | and who owns what, I have not confirmed or | 5 | or 6, like E, where the rules say to report | | 6 | made an investigation but generally | 6 | expenses made by third-parties on behalf of | | 7 | speaking, I understand that that apartment | 7 | the debtor. Well, I'm thinking the use of | | 8 | is somehow in Chapter 11 in New York. | 8 | the vehicles -- you know, I don't know if | | 9 | Q. Any involvement in those | 9 | there's a car payment on it, gasoline, | | 10 | proceedings in New York? | 10 | insurance, I don't know but something might | | 11 | A. No. | 11 | be in there. | | 12 | Q. Turning to the next page, | 12 | Q. What about the purchase of the | | 13 | Question 3 asks for interests, broadly | 13 | vehicle itself whenever it was purchased, | | 14 | speaking, in any vehicles. The response | 14 | is that relevant to the monthly operating | | 15 | reads that "the debtor has use of | 15 | report? | | 16 | automobiles including luxury automobiles | 16 | A. Well, monthly operating reports | | 17 | and motorcycles". Did you do any | 17 | are usually a disbursement in a particular | | 18 | investigation into this analysis? | 18 | time period. I imagine if they've bought | | 19 | A. No. | 19 | one of those cars during the pendency, | | 20 | Q. Do you have any understanding | 20 | maybe it shows up. I don't know. On the | | 21 | of what vehicles the debtor uses? | 21 | other hand, you could make an argument that | | 22 | A. Only from my memory, the -- he | 22 | the use of the vehicle is not the same | | 23 | has access to a luxury vehicle and I think | 23 | thing as buying the vehicle because maybe | | 24 | there's a vehicle that his security travels | 24 | other people use it too. So you would have | | 25 | in. As a matter of fact, they were in New Page 115 | 25 | to find a way of allocating the cost. Page 117 |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----------|---------------------------------------------------------|----------|-----------------------------------------------------------------------------------------| | 2 | Q. Does that answer apply to the | 2 | A. No. | | 3 | Question 1 about residences as well? | 3 | Q. Turning to Page 8, Question 26 | | 4 | MR. AULET: Objection to form. | 4 | asks for patents, copyrights, trademarks, | | 5 | A. The debtor resides in a | 5 | etcetera. The answer refers to | | 6 | particular residence. They're -- the only | 6 | unregistered copyrights and other | | 7 | people there that I know of, except for a | 7 | intellectual property interest in music and | | 8 | maid that comes in and security and | 8 | videos posted to various platforms. What | | 9 | possibly visits from family. So I imagine | 9 | is this referring to? | | 10 | the cost of the residence would be on that | 10 | A. The whole thing? | | 11 | so -- that monthly operating report in some | 11 | Q. Yes. | | 12 | amount and I think I -- I was a proponent | 12 | A. The Question 26 refers to | | 13 | of 50 percent of that cost would be on | 13 | various intellectual property patents, | | 14 | behalf of the debtor because the spouse | 14 | copyrights, trademarks, trade secrets and | | | | | | | 15 | lives there too and I didn't count the kids | 15 | intellectual property. The debtor -- I'll | | 16 | because they only came to visit the debtor. | 16 | just read it to you. "The debtor has | | 17 | So I kind of ascribed more to the mother | 17 | possible unregistered copyrights and other | | 18 | and father and split the cost but there's | 18 | intellectual property interest in music and | | 19 | no home purchase in there. There's no -- | 19 | videos posted to various digital and media | | 20 | again, it's what you pay in that current | 20 | platforms such as YouTube, GTV, Twitter" | | 21 | month. So I'm assuming they're telling -- | 21 | and -- I don't even know, GETTR, whatever | | 22 | we're going to be disclosing what is paid | 22 | that is. "The debtor ascribes no value to | | 23 | in that particular time frame on behalf of | 23 | his social media assets and has made no | | 24 | the debtor on the various categories, the | 24 | attempts to monetize his social media | | 25 | vehicles, the security, the home -- | 25 | presence". | | | | | | | | Page 118 | | Page 120 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | Q. Thank you -- | 2 | Q. Beyond what's written on the | | 3 | A. Food. | 3 | page, do you have any understanding of what | | 4 | Q. Thank you. Question 4 refers | 4 | this refers to? | | 5 | to watercraft, aircraft, motor homes and | 5 | A. No. | | 6 | the answer references previous access to | 6 | Q. The second sentence notes that | | 7 | the use of a yacht named the Lady May. Do | 7 | the debtor ascribes no value to these | | 8 | you have any -- beyond what's written on | 8 | items, do you see that? | | 9 | this page, do you have any understanding of | 9 | A. Yep. | | 10 | Mr. Kwok's interest the Lady May? | 10 | Q. You performed no valuation of | | 11 | A. Nothing that's not printed on | 11 | these items in connection with your work? | | 12 | this page. | 12 | A. Correct. | | 13 | Q. Did you do any independent | 13 | Q. Do you know if any valuation | | | | | | | 14 | investigation into this? | 14 | was performed? | | 15 | A. No. | 15 | A. None to my knowledge. | | 16 | Q. Items 6 and 7, household goods | 16 | Q. Question 31 asks for interest | | 17 | and electronics. I think we covered that | 17 | and insurance policies. The answer refers | | 18 | previously. In connection with Items 6, | 18 | to his spouse's health insurance policy | | 19 | household goods through Questions 17 on | 19 | which has no cash value. Do you see that? | | 20 | this page -- so just for clarity, it's | 20 | A. Yes. | | 21 | Questions 6, 7, 8, 9, 11, 17. Did you do | 21 | Q. Is it standard practice that a | | 22 | any investigation as to what -- as to | 22 | health insurance policy has no cash value? | | 23 | whether the items referenced in here belong | 23 | A. I've never seen a situation | | 24 25 | to Mr. Kwok versus some other third-party or entity? | 24 25 | where a health insurance policy has a cash value except for to the beneficiary of -- |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|---------------------------------------------|----|---------------------------------------------------| | 2 | if you have a health insurance plan, it has | 2 | Rudnick, Aaron Mitchell and Melissa Francis | | 3 | a lot of value to you when you go to the | 3 | to inform you of how he might benefit from | | 4 | hospital and it pays the bills for you. | 4 | things like his like his Mar-a-Lago | | 5 | There's not an independent value to a | 5 | membership in connection with drafting the | | 6 | third-party that you can sell. | 6 | monthly operating report? | | 7 | Q. Do you have any knowledge about | 7 | A. I certainly would listen to | | 8 | the health insurance policy that the debtor | 8 | counsel on that for sure. | | 9 | has currently? | 9 | Q. But Verdolino and Lowey | | 10 | A. No. | 10 | wouldn't endeavor to seek out information | | 11 | Q. Question 53 asks for property | 11 | about these monthly expenses -- | | 12 | of the kind not listed and the answer | 12 | A. Well, we're going to seek out | | 13 | refers to his membership at Mar-a-Lago Club | 13 | and we're going to point to the question | | 14 | in Palm Beach. Is this the type of thing | 14 | and we're going to ask for information | | 15 | that Verdolino and Lowey would include on a | 15 | that's responsive to that. I don't have | | 16 | monthly operating report if Mr. Kwok, the | 16 | access to the information. We don't | | 17 | debtor, used the membership? | 17 | investigate. I'm not going to keep track | | 18 | MR. AULET: Objection to form. | 18 | of where the debtor goes or doesn't go. So | | 19 | A. I would have to use conjecture. | 19 | someone would need to tell us the | | 20 | Q. Go ahead. | 20 | information. We would then review it but | | 21 | A. Well, the first monthly | 21 | I -- I think that Mar-a-Lago thing, at | | 22 | operating report was filed in February. I | 22 | least for the foreseeable future, is not an | | 23 | don't know whether he went down there or | 23 | issue but if it becomes an issue, someone | | 24 | not. I don't know if he went down there in | 24 | will tell me. | | 25 | March. If he -- if he went there, I | 25 | Q. Turning to Page 11, Schedule I, | | | Page 122 | | Page 124 | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | imagine there would be travel expenses. I | 2 | the second to last sentence here and it's | | 3 | don't know whether there would be a fee for | 3 | that "the debtor plans to amend Form 122B | | 4 | the golf and maybe he had lunch. So I | 4 | filed on February 15th, 2022 in which | | 5 | imagine if he physically went there and | 5 | debtor erroneously claimed monthly income | | 6 | used it, there would be -- there might be | 6 | of \$19,488". Do you see that? | | 7 | -- there would be something in the monthly | 7 | A. Yes. | | 8 | operating report but if he stays where I | 8 | Q. Do you know what that refers | | 9 | think he's going to stay, in Greenwich | 9 | to? | | 10 | where he's safe, it's not going to be | 10 | A. Yes. | | 11 | relevant. | 11 | Q. What is it? | | 12 | Q. What is your basis for thinking | 12 | A. The debtor inadvertently or | | 13 | he's going to stay where he is in | 13 | accidently -- I don't know what the term | | 14 | Greenwich? | 14 | would be -- erroneously filed a Form 122B. | | 15 | A. I listened to the 341 meeting | 15 | It included \$19,488 dollars which met -- | | 16 | yesterday -- excuse me, Wednesday. | 16 | the form met for the monthly income, I | | 17 | Q. Besides the knowledge gathered | 17 | think the review by the lawyers was that's | | 18 | from that hearing on Wednesday, the 341 | 18 | incorrect and so they -- the debtor filed | | 19 | hearing, do you have any independent | 19 | an amended 122B or at least intended to -- | | 20 | knowledge about the debtor's expected | 20 | I don't know if it's done yet or not -- | | 21 | travel or location? | 21 | excluding that income. | | 22 | A. I have no knowledge whatsoever | 22 | Q. Did Verdolino and Lowey perform | | 23 | of where he's going to be at any point in | 23 | any work in connection with that erroneous | | 24 | time. | 24 | inclusion? | | 25 | Q. Would you rely on Brown Page 123 | 25 | A. I'm sure anything we did was in Page 125 |

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Page 126 1 C. JALBERT 2 consultation with the lawyers. 3 MR. AULET: Objection to form. 4 Sorry. 5 Q. Turning to Page 13, Question 16 6 refers to a retainer of 500 thousand for 7 Brown Rudnick and then refers to one 8 million dollars from Lamp Capital. Do you 9 have any knowledge of that transaction 10 outside of what's written on the page? 11 A. I think there was discussion of 12 it yesterday -- excuse me, on Wednesday at 13 the 341 meeting and I think I saw a draft 14 of Brown Rudnick's retention papers -- I 15 think I did where I thought something was 16 mentioned in there. 17 Q. Do you recall what that was? 18 A. No. Something along the lines 19 of what's right here. 20 Q. Do you know what Lamp Capital 21 LLC is? 22 A. An entity owned by someone that 23 is not the debtor. 24 Q. Do you have any idea who it is 25 owned by? 1 C. JALBERT 2 A. Only a guess. 3 Q. Can you tell me -- I guess you 4 don't need to speculate. Do you have any 5 information that -- about what informs your 6 guess? 7 MR. AULET: Objection to form. 8 A. My memory was there was a lot 9 being talked about but my memory was 10 something was said during the 341 meeting 11 but it is very -- I was very back of the 12 room, as you know, and it was very hard for 13 me to hear the English version from the 14 interpreter. So I can't be sure but I 15 thought I heard something that discussed 16 who owned Lamp. 17 Q. Outside of what you heard at 18 the 341 hearing and this other document 19 that you remember seeing, do you have any 20 knowledge about Lamp or its operations? 21 A. No. 22 Q. The next item, Question 18 23 refers to a litigation funding agreement 24 dated November 8th, 2021. Have you seen 25 that agreement? Page 128 1 C. JALBERT 2 A. There are actually five of them 3 I think. They're listed in Schedule D. I 4 don't recall whether I actually saw them or 5 not. I think they were briefly described 6 to me at a minimum by lawyers. 7 Q. Any independent knowledge of 8 those agreements besides -- 9 A. No. 10 Q. Did Verdolino and Lowey do any 11 other investigation in connection with the 12 assets we've talked about that we didn't 13 cover? 14 A. No. 15 Q. Those five litigation 16 agreements we talked about -- 17 A. The litigation funding 18 agreements? 19 Q. Yes. Thank you. Have you seen 20 them before? 21 A. Not to my knowledge. 22 MS. ARONSSON: The Court 23 Reporter is going to hand you what's 24 being marked as Jalbert Exhibit 7. 25 This is a document produced in this 1 C. JALBERT 2 matter with the Bates stamp Kwok 3 00001752. 4 MR. AULET: Just for the 5 record, it's two separate documents 6 so we should make sure -- 7 MS. ARONSSON: I'll represent 8 that this is a family of documents, 9 an e-mail and an attachment. 10 (Whereupon, E-mail Chain was 11 marked as Jalbert Exhibit 7 for 12 identification as of this date by the 13 Reporter.) 14 Q. Mr. Jalbert, I understand 15 you're not on this e-mail. I'm just going 16 to ask you some basic questions about it. 17 This is an e-mail between a redacted 18 person, Aaron Mitchell, Matt Flynn and 19 Melissa Francis. Matt Flynn is your 20 colleague. We've talked about the other 21 folks. The attachment is a summary of 22 living expenses from the period February 23 15th to 28th. First, I'm going to ask who 24 is this e-mail from? 25 MR. AULET: And I will object

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| 1 | C. JALBERT | 1 | C. JALBERT | |----------|----------------------------------------------------|----------|---------------------------------------------------------------------| | 2 | and direct him the Witness to answer | 2 | Q. Is this the monthly operating | | 3 | for the same reasons that we | 3 | report filing that we've been discussing | | 4 | discussed previously on the record. | 4 | that you've been involved in preparing? | | 5 | MS. ARONSSON: And we'll | 5 | A. Looks like it, yes. | | 6 | continue to dispute the redaction | 6 | Q. Turning to the filing 120-1, | | 7 | here. | 7 | the separate loose page, these line items | | 8 | Q. Turning to the attachment, this | 8 | here, can you just explain broadly what | | 9 | summary of expenses, this was provided by a | 9 | they are at the bottom? What does the | | 10 | person -- the unknown person in the top | 10 | total reflect? | | 11 | e-mail, is that right? | 11 | MR. AULET: Objection to form. | | 12 | A. Yes. | 12 | A. You're referring to the | | 13 | Q. Is it fair to say that this is | 13 | \$109,827.12? | | 14 | the starting point for Verdolino's monthly | 14 | Q. Yes. | | 15 | operating report draft? | 15 | A. I'm trying to see who made the | | 16 | MR. AULET: Objection to form. | 16 | payments but inadvertently, the family, on | | 17 | A. As to the one particular | 17 | behalf of the debtor, on February 16th, the | | 18 | question, yes. | 18 | day after the filing, made these two | | 19 | Q. Sorry. What do you mean? | 19 | payments on pre-petition amounts. So this | | 20 | A. This answers one question on | 20 | was, in an abundance of caution, in the 161 | | 21 | the monthly operating report and again, I | 21 | thousand dollars that was shown on Part 1, | | 22 | don't remember off hand exactly which one | 22 | Number E, this 109 thousand dollars is | | 23 | it is but something, 4, 5, 6E. The funds | 23 | included in the 161,323. So we were -- the | | 24 | paid by third-parties on behalf of the | 24 | lawyers felt it was important to supplement | | 25 | debtor. This is the first pass. | 25 | the monthly operating report with that | | | Page 130 | | Page 132 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | MS. ARONSSON: McKenzie, Tab | 2 | information that this was really a | | 3 | 19. | 3 | pre-petition payment paid post-petition. | | 4 | THE WITNESS: Are you done? | 4 | Q. Understood. Thank you. So the | | 5 | MS. ARONSSON: No. | 5 | total expenses \$161,323 here, if we | | 6 | MR. AULET: Should we have the | 6 | subtract from that, the total inadvertent | | 7 | back up marked as a separate exhibit | 7 | payments is \$109,827. What does that | | 8 | or -- | 8 | amount reflect? | | 9 | MS. ARONSSON: I typically mark | 9 | A. The amount of the payments that | | 10 | them as one. | 10 | weren't these two payments that were made | | 11 | MR. AULET: Okay. | 11 | in the period from February 15th to | | 12 | THE WITNESS: We'll put them | 12 | February 28th by third-parties on behalf of | | 13 | together again and eliminate the blue | 13 | the debtor. | | 14 | sheet. | 14 | Q. Would that be reflected in the | | 15 | (Whereupon, E-mail Chain was | 15 | final version of the living expenses sheet | | 16 | | 16 | that we looked at on Exhibit Number 7? | | 17 | marked as Jalbert Exhibit 8 for | | | | | identification as of this date by the | 17 | A. Yes. | | | | | | | 18 19 | Reporter.) Q. The Court Reporter is going to | 18 19 | MR. AULET: Objection to form. Q. Is anything else included in | | 20 | hand you what's being marked as Jalbert | 20 | that number, to your knowledge? | | 21 | Exhibit 8. | 21 | A. Well, inadvertently, yes. We | | 22 | A. Have you given it to her yet? | 22 | found out that whoever created the form on | | 23 | MS. ARONSSON: This is a | 23 | the security total dollars, whatever the | | 24 | document filed in this case as Docket | 24 | final total dollars were, there was a | | 25 | 120 and document 120-1. | 25 | payment made February 10 pre-petition that |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----------|-----------------------------------------------------------------------|----------|------------------------------------------------------------------------------------------| | 2 | was inadvertently included in the payments | 2 | that the categories were properly described | | 3 | from February 15th to 28th. So that will | 3 | because this is not nearly final. This -- | | 4 | be corrected on the next operating report. | 4 | there were some errors and we also worked | | 5 | Q. So included in this operating | 5 | with counsel and others in trying to figure | | 6 | report is the two inadvertent payments to | 6 | out what the percentage of the monies that | | 7 | the law firms identified on Exhibit 8? | 7 | were paid in Column C multiplied by a | | 8 | A. Yes, correct. | 8 | distribution percentage to arrive at the | | 9 | Q. The monthly operating living | 9 | total. We worked with the preparer to make | | 10 | expenses that we've talked about and then | 10 | sure that the descriptions on the schedule | | 11 | this other payment that you said would be | 11 | were accurate. We tried to confirm the | | 12 | corrected, is that right? | 12 | numbers were accurate. We couldn't get the | | 13 | A. It's included in the 161. | 13 | information in time to be able to do that | | 14 | We'll be pulling that out when we do the | 14 | but then we looked at the distribution | | 15 | March -- so the way the form works usually | 15 | percentages using our judgment in working | | 16 | is you have payments paid currently and | 16 | with the lawyers. | | 17 | cumulative. We will take that small amount | 17 | Q. Looking at this draft, living | | 18 | of money out of the cumulative so as to | 18 | expense chart in Exhibit 7, there are seven | | 19 | have the correct number going forward. | 19 | line items. Is that right? | | 20 | Q. So is it fair to say that | 20 | A. Yes. | | 21 | Verdolino and Lowey's role in connection | 21 | Q. Is it fair to say that | | 22 | with these inadvertent payments was to kind | 22 | Verdolino and Lowey crosschecked the names | | 23 | of double check the amounts included in the | 23 | of the categories to ensure that they | | 24 | monthly operating report? | 24 | accurately depicted the expenses contained | | 25 | A. We tried but given the timing | 25 | in those line items? | | | Page 134 | | Page 136 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | of when the information became available | 2 | A. We did the best we could, yes. | | 3 | and when the form had to be filed, there | 3 | Q. What more information would | | 4 | was a miscommunication with the preparer of | 4 | have been helpful to help you get to that | | 5 | the schedule that will be rectified. | 5 | determination? | | 6 | Q. Who's the preparer of the | 6 | A. If we could have seen what | | 7 | schedule? | 7 | the -- what the actual payees and | | 8 | A. I can't tell you. | 8 | disbursements were, it probably would have | | 9 | Q. What schedule are you referring | 9 | helped us with the categorization. | | 10 | to, this document here, the monthly | 10 | Q. But you didn't receive that? | | 11 | operating report, Exhibit 8? | 11 | A. Not -- not at that time, no. | | 12 13 | A. This thing (indicating). Q. So the number 161 here refers | 12 13 | Q. Is the extent of information you received regarding these line items | | 14 | to this spreadsheet in Exhibit 7 as | 14 | included in this chart here? | | 15 | reflected with your edits, with Verdolino | 15 | A. As of the date that we made | | 16 | and Lowey's edits? | 16 | available all the -- I'm sure there's an | | 17 | A. The 161 is the sum of the final | 17 | updated version because this doesn't tie to | | 18 | number from Exhibit 8 plus the 109. | 18 | here (indicating) and then we -- long after | | | | | | | 19 | Q. What work did Verdolino and | 19 | we produced the information for -- for this | | 20 | Lowey do in connection with getting to the | 20 | deposition, there's been continuing ongoing | | 21 22 | final numbers? A. We worked with counsel and | 21 22 | discussions because we're getting ready to file -- excuse me, the March MOR in April. | | 23 | Aaron Mitchell and Melissa Francis trying | 23 | Q. We'll turn to the -- what I | | 24 | to review -- we didn't have details but we | 24 | think is the final version but we talked | | 25 | were trying to ask questions and make sure | 25 | about the categories, the amount you said | | | | | | | | Page 135 | | Page 137 |

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Page 138 1 C. JALBERT 2 that, at the time of this filing, you did 3 not have information to be able to verify 4 the amounts attributed to each category. 5 Is that right? 6 A. Yes. 7 Q. What information would have 8 been helpful for you to cross check those 9 amounts? 10 A. Like I said, the name of the 11 payee, a description of what the service 12 was and the amount of the funds. 13 Q. The percentage distribution, 14 what does that mean? 15 A. The -- so for instance, 16 security was, in this sheet, \$43,655.44. 17 The drafter of this and anyone that he 18 consulted with or she consulted with was 40 19 percent. Amongst talking with our team and 20 with the lawyer team, we thought that that 21 probably should be one hundred percent 22 because the only reason -- the security is 23 entirely related to Mr. Kwok and his 24 safety. There wouldn't be security if the 25 wife and the kids or others at the Page 139 1 C. JALBERT 2 compound, if it weren't for Mr. Kwok. So 3 we proposed changing and I think that did 4 get changed to a hundred percent. 5 Q. In revising these percentage 6 distributions, did you rely entirely on 7 information received from Brown Rudnick and 8 Aaron Mitchell and Melissa Francis and this 9 undisclosed person? 10 A. The first pass was the 11 undisclosed person. After we got this 12 information from the undisclosed person, 13 most of the discussion was between our 14 firm, my firm and the lawyer -- lawyers. 15 How long is this is going to go? Because 16 if it's going to go a bit, now I would like 17 to use the restroom. I'll be fast. 18 MS. ARONSSON: We can take a 19 break. We'll go off the record. 20 THE VIDEOGRAPHER: The time is 21 1:22 p.m. We're off the record. 22 (Whereupon, a short recess was 23 taken and upon resuming, E-mail Chain 24 was marked as Jalbert Exhibit 9 for 25 identification as of this date by the Page 140 1 C. JALBERT 2 Reporter.) 3 THE VIDEOGRAPHER: The time is 4 1:28 p.m. We're back on the record. 5 You may proceed. 6 Q. I think you have received 7 what's been marked as Jalbert Exhibit 9. 8 This bears the Bates Kwok 00001684. Do you 9 recognize this document? 10 A. Yes. 11 Q. Turning to the attachment, to 12 your knowledge, is this the final version 13 of the living expenses for the period 14 February 15th to February 28th? 15 A. I think it is. 16 Q. I'll represent, if you add 17 \$51,495.67 plus the 109 thousand -- 18 A. 161. 19 Q. So we're on the same page, this 20 is the final version? 21 A. Yes. 22 Q. Does this final version reflect 23 Verdolino and Lowey's edits on the initial 24 draft provided by an unknown person? 25 A. Well, it's certainly -- as you Page 141 1 C. JALBERT 2 can see from the e-mail, we made 3 suggestions but counsel clearly reviewed 4 and assisted with the final decision and 5 I'm sure they also checked with the debtor. 6 I did not. 7 Q. So just walking through these 8 five suggestions, why did you increase the 9 meals to 50 percent or why did you 10 recommend increasing the meals to 50 11 percent? 12 A. Because there's a husband and a 13 wife and one hundred percent divided by two 14 is by 50 percent. 15 Q. Do you have any understanding 16 as to why the draft had allocated the 17 numbers in the way it had in Exhibit 7? 18 MR. AULET: Objection to form. 19 A. So I think what the creator of 20 the initial -- my memory is the creator of 21 the initial document took into 22 consideration that occasionally, the 23 debtor's daughter and maybe one or two 24 other people occasionally showed up and so 25 I think they ascribed some of the cost to

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Page 142 1 C. JALBERT those people but our feeling in consultation with the attorneys was that the only reason those people are there is they're coming to visit the debtor and that's why they incurred the cost. So I thought they should put 50 percent to the husband and 50 percent to the wife and that's how we got the 50 percent. 10 Q. Besides what you just described to me, do you have anymore reasons for suggesting the increase of 50 percent? 13 A. Not that I can remember. 14 Q. Item 2 is security is increased to 100 and looking at the draft in Exhibit 7, it was 40 percent. What was your reasoning for suggesting to increase the security to 100? 19 A. Again, the only reason there's any security at all is all about the debtor. So in an abundance of caution, we're ascribing that cost, one hundred percent of that cost to the debtor. The wife likely would not have security concerns if she were not married to Page 143 1 C. JALBERT Mr. Kwok and when the daughter or others sometimes travel, they need security as well. So for whatever reason, their security is all related to the debtor. We suggested going to a hundred percent. It was discussed among the group and everyone agreed to the 100 percent. 9 Q. What is the basis for your assumption that the primary reason security has been retained is directly related to the debtor? 13 A. Discussion with Melissa Francis and Aaron Mitchell who confirmed in several phone calls that the debtor is harassed and threatened and otherwise scared for his existence and to the extent the -- I'm told to the extent the family is scared, they're scared because of their relationship to their father. 21 Q. Is there any other reasoning that you haven't articulated about the basis for your increasing security to one hundred? 25 A. Well, it is very conservative Page 144 1 C. JALBERT to ascribe the one hundred percent of the cost to the debtor is -- means that all that costs -- we could have left it at 30 percent and probably made it a callable argument of why it could be 30 percent. We wanted to go with -- I think part of the final reasoning amongst the group was that it's conservative to report all of it on the debtor's behalf because of his safety concerns is -- that was the reasoning. 12 Q. Thank you. Item 3 is utilities increased to 50 percent and I'll represent Exhibit 7 has it at 30 percent and you ascribe the same explanation as the meals. Is there any other -- 17 A. No, it's the same -- it's the same -- it's the same theme at different percentages for most of these. 20 Q. Item 4 refers to housekeeping. I believe Verdolino and Lowey recommended changing repair and maintenance to housekeeping? 24 A. Well, as it turns out, once we were able to speak with someone and get Page 145 1 C. JALBERT some information that's behind the numbers, we found out that that's the cost of the maid for those 15 days or maids or maid service or cleaning service and not maintenance. So it's just a matter of calling it what it was. Had we seen detail, we would have understood that on a more timely basis. 10 Q. Your reasoning for increasing the allocation from 30 to 50 percent, is it fair to say it's the same reasoning behind -- 14 A. It's a husband and a wife. You know, any other cleaning they do on behalf of anybody else, the only reason they're there is because the Kwok's are there. The debtor and his spouse. 19 Q. You note at the bottom of the page, "in our opinion, it's best to be more conservative". That's another reasoning behind your -- 23 A. Yes. 24 Q. -- suggestion to increase the allocations? Is that yes?

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Page 146 1 C. JALBERT 2 A. Yes. 3 Q. I do want to talk about the 4 insurance changed to zero percent from 30 5 percent. 6 MS. ARONSSON: I think, 7 Makenzie, can you hand me Tab 14? 8 A. All done? 9 Q. Yes. Before I show you the 10 document, do you recall information about 11 the change from 30 percent to zero percent 12 for the insurance line item? 13 A. I recall talking with my 14 colleague about it after he found out the 15 facts, yes. 16 Q. What do you remember about that 17 interaction? 18 A. Well, I think he found out the 19 insurance payment that -- that 13 thousand 20 dollars on Number 9 here was one hundred 21 percent pertaining to the Sherry apartment 22 in New York City where he did not live 23 during this time frame and so to the extent 24 that someone is paying those bills of the 25 Sherry, I think that's the Sherry's problem 1 C. JALBERT 2 and not on account of the debtor because as 3 I'm told by the attorneys, everyone's 4 understanding, from the facts is that he's 5 -- he does not have an interest in that 6 real estate. So he shouldn't have any 7 percentage in the expenses shown on the 8 monthly operating report. 9 (Whereupon, E-mail Chain was 10 marked as Jalbert Exhibit 10 for 11 identification as of this date by the 12 Reporter.) 13 MS. ARONSSON: The Court 14 Reporter is going to be handing you 15 what's marked as Jalbert Exhibit 10. 16 This is a document produced in this 17 matter with the Bates Kwok 00001691. 18 Q. I understand you're not on this 19 document but I just want to discuss a 20 couple issues here. Do you recognize this 21 document? 22 A. No, but I recognize the 1 C. JALBERT 2 THE WITNESS: Okay. 3 Q. Turning to Page 2, Melissa 4 Francis notes that, "since MK doesn't own 5 the Connecticut property, can you please 6 just explain the applicability of the 7 following entries as his monthly expenses? 8 And what type of insurance is it?" Do you 9 see that? 10 A. Yes. 11 Q. What do you understand Ms. 12 Francis to be asking here? 13 A. Since the debtor doesn't own 14 the Connecticut property, can you please 15 justify the applicability of the following 16 entries as his monthly expenses and she's 17 asking what type of insurance. 18 Q. What is your view, if any, on 19 her question? 20 MR. AULET: Objection to form. 21 A. I would like to answer them 22 correctly. 23 Q. You would like to answer the 24 monthly reporting -- 25 A. I'm hoping we answered her 1 C. JALBERT 2 questions. I mean this is going onto the 3 monthly reporting but I'm hoping we 4 answered them correctly. 5 Q. Substantively, what is your 6 view on her question here? 7 MR. AULET: Objection to form. 8 A. I don't want to try and guess 9 what she was thinking. 10 Q. So you have no understanding -- 11 Verdolino and Lowey has no understanding 12 about the question she's asking here? 13 A. I have my understanding. 14 Q. Okay. Turning to the first 15 page, Mr. Flynn responds, "correct, he 16 doesn't own it but he lives in the 17 Connecticut house so these expenses that 18 are paid are benefitting him". Do you have 19 any understanding of what Mr. Flynn is 20 saying here? 21 A. That's why he's saying that 22 since he lives there, he aught to be --

Page 147 23 subject. 24 MR. HARBACH: Give him a minute 25 to read it. 23 there should be some level of those 24 expenses ascribed to him in the monthly 25 operating report in that Question 8.

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Page 150 1 C. JALBERT 2 Q. Mr. Flynn continues, "I have a question regarding the insurance as well since this is insurance on the apartment of the Sherry". Do you understand what issue hes referring to here? 7 A. Yes. 8 Q. Can you explain it for me? 9 A. Well, in the Number 8 -- no, Number 9, the original version of this had insurance. We didn't know what it was insurance on. Frankly, when we got it, we assumed it was on the Greenwich residence where the debtor and his spouse actually reside. We factually found out that it's actually insurance on the Sherry and when we found out it's insurance on the Sherry, since the debtor doesn't live there and doesn't own it, by review of materials from the lawyers, it should be eliminated and that's what we proposed, to eliminate it. 22 Q. It was ultimately eliminated? 23 A. Yes. 24 Q. Mr. Flynn continues "I am not" I am not sure it should be included here? Page 151 1 C. JALBERT I think that's what he means -- "in this calculation but interested on your thoughts and also asking Craig". Do you recall him asking your opinion on this? 6 A. Yes. 7 Q. Is your opinion the same as Mr. Flynn's here -- 9 A. Yes. 10 Q. Do you recall speaking with Mr. Flynn about that? 12 A. I do. 13 Q. Turning to the top e-mail here on this chain, on Page 1, Mr. Flynn asks, "how much was paid during this period for the Sherry". Do you see that? 17 A. Yes. 18 Q. Do you know the answer to that question? 20 A. I have no idea. Also, I don't know why he asked it. 22 Q. That was going to be my question. Why would it matter whether -- how much it was as to whether it should be included in the monthly operating report? Page 152 1 C. JALBERT 2 A. I don't know. 3 Q. The original allocation to this line item I think is -- 5 MR. HARBACH: Right here 6 (indicating). 7 Q. -- at 13 thousand and that's reflected on Page 2. \$13,611. Besides Ms. Francis' e-mail, do you have any independent knowledge of that information? 11 MR. AULET: Objection to form. 12 A. No. It came from Melissa Francis. I don't know where she got that number from or why. 15 Q. Did you look into insurance for the Greenwich property? 17 A. No. 18 Q. Why not? 19 A. We asked for someone in the -- with the correct knowledge to give us all of the expenses paid cash, check, wire transfer, HCH, any other method, February 15th to February 28th on behalf of the debtor. We didn't leave any -- we didn't ask for -- we didn't leave any Page 153 1 C. JALBERT restrictions. We just said give us all of that information. We got a summary chart. You saw it and it wasn't till we started asking questions to understand some of the background and what is behind the numbers that we started making assessments and changing what we think the legal group and us thought it was appropriate. CONTINUED EXAMINATION BY MR. HARBACH: 12 Q. You said a moment ago that originally, you and your team thought that the 13 -- excuse me, I think you said you assumed that the \$13,611 was for the Greenwich property because that's where he was living. I got that right? 18 A. Yes, sir. 19 Q. Then you were told that the 13,611 was actually for the Sherry, right? 21 A. Correct. 22 Q. And at that point, you did not inquire about was there actually any insurance money paid for the Greenwich property during this period, you didn't ask

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| 1 | C. JALBERT | 1 | C. JALBERT | |----------------------------------------------------------------------------------------------|-------------------------------------------------------|----|-------------------------------------------------------| | 2 | that question? | 2 | with the Brown Rudnick firm and Melissa | | 3 | A. No, we assumed -- actually, | 3 | Francis and Aaron Mitchell to determine | | 4 | Matt had confirmed this is a list of all | 4 | what the accrual of professional fees. All | | 5 | the payments made during this time frame. | 5 | professionals, state professionals, | | 6 | So we had the universe that wasn't another | 6 | committee professionals, debtor | | 7 | insurance payment and you know, most -- | 7 | professionals, ordinary course -- alleged | | 8 | many of us have owned homes. My own | 8 | ordinary course professionals, everybody | | 9 | empirical knowledge is you typically pay | 9 | because we need to record the accrual. So | | 10 | your homeowner's insurance once a year. | 10 | it's not just -- the operating report is | | 11 | It's usually -- in the Sherry, this 13 | 11 | not just asking for what was paid during | | 12 | thousand dollars might have been just a | 12 | that period. It's asking for what's the -- | | 13 | payment for the year on a 2.5 million | 13 | the new form is asking what are the unpaid | | 14 | dollar entity. They didn't tell us it was | 14 | amounts and we couldn't get it in time to | | | | | | | 15 | a payment so I didn't ask. | 15 | get the February one. So we're going to | | 16 | CONTINUED EXAMINATION | 16 | catch up in this March one, we're going to | | 17 | BY MS. ARONSSON: | 17 | establish what the February accrual was and | | 18 | Q. So I think we've covered the | 18 | we're going to find out what the March | | 19 | work that you have done in connection with | 19 | accrual was and then we'll have the correct | | 20 | the monthly operating report for the period | 20 | information and it will have to be | | 21 | February 15th to February 28th. We've been | 21 | maintained as we go along and obviously, as | | 22 | looking at that document. Is that right? | 22 | time goes on, if things go according to the | | 23 | A. Yes. | 23 | way the debtor would like, there will be | | 24 | Q. Can you think of anything else | 24 | payment on those fees. So there'll be more | | 25 | that we haven't talked about with the work | 25 | accruals and then payments and the same | | | | | | | | Page 154 | | Page 156 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | that you've done, in connection with | 2 | thing is true of the estate professionals | | | | | | | 3 | preparing that document? | 3 | and the committee and its professionals. | | 4 | A. Off the top of my head, no. | 4 | It will be a roll forward of what the | | 5 | Q. I think you referenced you're | 5 | liability is and the cash will be reported | | 6 | preparing the next reporting cycle? | 6 | on Page 1. It will create liability to the | | 7 | A. Yes. | 7 | United States Trustee for their fee -- | | 8 | Q. Can you describe your general | 8 | their -- their -- it's a fee. It's not a | | 9 | process and how that defers, if it does, | 9 | commission. Their fee for -- which is | | | with your reporting cycle for the February | 10 | entirely predicated on cash disbursements | | | 15th to February 28th period? | 11 | during the time of the monthly operating | | | A. So the monthly operating report | 12 | report. | | | is basically presenting information and the | 13 | Q. Do you anticipate -- strike | | | two buckets of information that are in the | 14 | that. Besides information that you'll | | | monthly operating report as for this debtor | 15 | receive from Brown Rudnick, from Aaron | | | is that Question E, the funds disbursed on | 16 | Mitchell, from Melissa Francis and an | | | his behalf in the 31 day period, March 1 to | 17 | unknown person, do you anticipate doing any | | | March 31, we're going to -- we're going to | 18 | investigation in connection with future | | | figure out -- we're going to get a list. | 19 | monthly operating reports? | | | This time, we're going to get a list so we | 20 | MR. AULET: Objection to form. | | | can see what there was and we can have -- | 21 | A. I don't know what you | | | we can have more educated discussion with | 22 | consider -- I'm not going to -- we're going | | | the lawyers about what was paid. That will | 23 | to get a report from someone. That report | | | be summarized and categorized and put in | 24 | is going to list out all of the payments | | 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 | Schedule E and in addition, we're working Page 155 | 25 | made during a specific time period. We're Page 157 |

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| 1 | C. JALBERT | 1 | C. JALBERT | |--------|--------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------| | 2 | going to review that with our own | 2 | they paid post-petition pre-petition. Here | | 3 | professional knowledge and with the lawyers | 3 | they paid pre-petition, pre-petition but | | 4 | to make sure it all makes sense. We might | 4 | should have been excluded from the monthly | | 5 | ask questions based on what shows up on the | 5 | operating report. Legitimate charge. It | | 6 | spreadsheet but I'm not going to ask for a | 6 | wasn't an overpayment or anything. It just | | 7 | copy of the cancelled check, a bank | 7 | didn't belong reported in the February | | 8 | statement or the invoice that was paid. So | 8 | monthly operating report. | | 9 | no investigation of that, just a sanity | 9 | Q. So is it fair to say you later | | 10 | check or a reasonableness check and confer | 10 | received a more detailed breakdown of these | | 11 | with counsel to be sure that we understand | 11 | items that was included in this -- | | 12 | what's on that sheet and what we're going | 12 | A. I believe we got a more | | 13 | to report. | 13 | detailed -- but it was -- it was | | 14 | Q. So essentially, you'll rely on | 14 | significantly past that time. Everything | | 15 | the rolled up numbers that are provided to | 15 | at that time was done by reviewing, | | 16 | you from the individuals we've talked | 16 | talking, Melissa and Aaron talking with | | 17 | about? | 17 | whoever and Matt talking to whoever. It | | 18 | A. Again, except for some queries | 18 | was all done by e-mail and orally. We | | 19 | that we'll make depending on what the | 19 | didn't get a spreadsheet of the detail | | 20 | information we get. If we get -- if | 20 | until sometime later, long after it was | | 21 | insurance shows up again, we're going to | 21 | filed and actually, after the time that we | | 22 | ask insurance on what. If repairs and | 22 | made available our records that we got -- | | 23 | maintenance shows up again, we're going to | 23 | the detail listing which is when we figured | | 24 | confirm it's not the maid. So we'll use | 24 | out oh we got a problem with the monthly | | 25 | some common sense and we'll confer with the | 25 | operating report. It's just a matter of, | | | Page 158 | | Page 160 | | | | | | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 3 | lawyers based on what we see but I won't know what we're going to do until we see | 2 3 | you know, whoever is preparing these things isn't used to the rules, isn't used to | | 4 | what -- and I hope it's soon. What's | 4 | what's got to be displayed -- disclosed and | | 5 | today, April 8th? | 5 | what's not going to be disclosed. We try | | 6 | Q. Thank you. Okay, just quickly | 6 | and give them guidance and they just made a | | 7 | turning back to Exhibit 8 which is I think | 7 | minor error. We'll fix it next month. | | 8 | the final living expense report for the | 8 | Q. Thank you. You can set that | | 9 | period February 15th, 2022 to February | 9 | aside. Do you recall receiving an inquiry | | 10 | 28th, 2022. I think you had referenced an | 10 | from someone at U.S. DOJ regarding the | | 11 | erroneous amount included in here. Can you | 11 | monthly operating report? | | 12 | just explain again what you meant by that? | 12 | A. I think I actually reached out | | 13 | A. I don't remember exactly what | 13 | to them first and my reaching out to them | | 14 | the number is but on the security line, | 14 | first was -- and that's how -- was -- I | | 15 | Line Number 9, the amount referenced her 43 | 15 | don't know if anyone's ever prepared a | | 16 | thousand dollars. That 43 thousand dollars | 16 | monthly operating report, is there one | | 17 | included a payment of -- my memory is | 17 | here? So the monthly operating report, up | | 18 | something like 12 or 14 thousand dollars | 18 | until December 31 or January 31 was one, | | 19 | that was paid February 10 and so we got | 19 | two -- these two pages (indicating), Page 8 | | 20 | this report, the original one, and didn't | 20 | which is now Page 8 and Page 9 and there | | 21 | know the back -- the background and when | 21 | might have been one more -- I thought it | | 22 | they -- when they showed us the background | 22 | was five pages. It might have been four. | | 23 | and the list of -- we saw February 10. So | 23 | And I filed these monthly operating reports | | 24 | we realized we had the opposite mistake of | 24 | in several cases and it had been driving me | | 25 | the time with the two professionals where Page 159 | 25 | crazy for three months that I would -- I Page 161 |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|-------------------------------------------------------|----|---------------------------------------------------| | 2 | would -- the way the monthly operating | 2 | have done anyway's. | | 3 | reports, the bottom, for the first page, it | 3 | Q. We've talked about your | | 4 | allows you to use save if you're inputting | 4 | experience in Chapter 11 individual | | 5 | data so that you can review it but it | 5 | bankruptcies before. Reflecting on your | | 6 | retains a watermark up until the time you | 6 | experience in these instances, were any -- | | 7 | hit a button that says send the data out to | 7 | do you have any -- can you cite any case | | 8 | the United States Trustees website and it | 8 | where you've seen such a great disparity | | 9 | does whatever it does and when it did that, | 9 | between the debtor's punitive assets and | | 10 | it kept on coming back with these extra six | 10 | the stated liabilities? | | 11 | pages and this nonsense (indicating). So I | 11 | A. No. In my individual cases, | | 12 | actually reached out to the U.S. Trustees | 12 | the 373 million dollars of liabilities is | | 13 | Office saying what are we doing wrong. | 13 | the most I've ever seen. | | 14 | It's midnight and we're trying to get this | 14 | MS. ARONSSON: We don't have | | 15 | thing in. He says no, everyone's having the | 15 | anymore questions. | | 16 | same problem. We've just finally figured | 16 | MR. AULET: I have nothing. | | 17 | out that's what's supposed to happen. So | 17 | MR. GOLDMAN: I have a few | | 18 | that's when we started talking with him and | 18 | follow-ups. I'll just be a couple | | 19 | then when he saw it, he had our e-mail | 19 | hours. | | 20 | addresses and we -- and he was looking for | 20 | THE WITNESS: Beautiful. Do | | 21 | the support for the 161, I believe is what | 21 | you mind if I go get a bottle of | | 22 | he was asking for. I don't have it in | 22 | scotch? | | 23 | front of me or if I do, I didn't -- I don't | 23 | MR. GOLDMAN: Get me one too. | | 24 | -- but that's my recollection, that's why | 24 | I'm Irve Goldman -- | | 25 | he reached out was to get -- to get that | 25 | THE VIDEOGRAPHER: Can you give | | | Page 162 | | Page 164 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | and to get the I think accrual of the | 2 | him the microphone, please? | | 3 | professional fees going forward. | 3 | MR. AULET: Yes. Can I take us | | 4 | Q. Did you have a call regarding | 4 | off the record really quick so I can | | 5 | the monthly operating report and further | 5 | -- | | 6 | details on the line items? | 6 | MR. HARBACH: Sure. | | 7 | A. Not a call. You have whatever | 7 | THE VIDEOGRAPHER: The time is | | 8 | e-mails there were. It was very -- I was | 8 | 1:56 p.m. and we are off the record. | | 9 | very limited. My call to him was a general | 9 | (Whereupon, an off-the-record | | 10 | question on my three cases, I'm trying to | 10 | discussion was held.) | | 11 | file these. He was able to answer my | 11 | THE VIDEOGRAPHER: The time is | | 12 | question -- my main question. He then, | 12 | 1:58 p.m. We're back on the record. | | 13 | when he saw the monthly operating report, | 13 | You may proceed. | | 14 | he said hey, I need this and we're going to | 14 | EXAMINATION BY | | 15 | obviously arrange to do that. | 15 | MR. GOLDMAN: | | 16 | Q. So was it the inquiry from the | 16 | Q. Good afternoon. Irve Goldman, | | 17 | trustee that prompted Verdolino and Lowey | 17 | Pullman and Comley for the Creditor's | | 18 | to request additional details and | 18 | Committee. You mentioned you were | | 19 | breakdowns of the line items contained in | 19 | certified as an insolvency restructuring | | 20 | the monthly operating Excel that we've | 20 | expert. Did I get that right? | | 21 | looked at? | 21 | A. Advisor. | | 22 | A. No. We wanted to do that | 22 | Q. Advisor, for how long? | | 23 | anyway's. That just -- that gave us more | 23 | A. Well, the actual designation | | 24 | | | | | | fuel to bring it to them to say hey, we got | 24 | came in 1999 but in 1999, when I got the | | 25 | to get to this. That's something we would Page 163 | 25 | designation, I had to spend over four Page 165 |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|--------------------------------------------------|----|------------------------------------------------| | 2 | thousand hours and have been in the | 2 | and I -- and I regret completely that | | 3 | profession for eight years at that point. | 3 | we were brought in as a financial | | 4 | So 30 years ago. | 4 | advisor and not an accountant to the | | 5 | Q. Do you typically call on that | 5 | debtor. Most of what you see on that | | 6 | expertise when you're engaged as a | 6 | motion to employ is very important | | 7 | professional in Chapter 11 cases? | 7 | stuff in the process of bankruptcy. | | 8 | A. Certainly some of it, yes. | 8 | The schedules, the SOFA's, the -- the | | 9 | Q. What aspects of the debtor's | 9 | monthly operating reports, tax return | | 10 | financial profile do you view as needing | 10 | preparation, analysis of claims and I | | 11 | restructuring? | 11 | don't know whether we'll have a role | | 12 | MR. AULET: Objection to form. | 12 | in that or not. It depends on what | | 13 | A. Needing restructuring, I don't | 13 | the nature of the claim is. Most of | | 14 | understand your question. | 14 | these claims will be legally analyzed | | 15 | Q. Well, you're a certified | 15 | but there might be a hundred reasons | | 16 | insolvency restructuring expert. You call | 16 | why someone that filed a claim -- | | 17 | upon that expertise in your engagements in | 17 | there might be an accounting | | 18 | Chapter 11 cases. What is it about the | 18 | attached, they do want us to | | 19 | debtor's financial profile that you view as | 19 | investigate. So we're not brought in | | 20 | in need of restructuring? | 20 | to -- just because we think there's | | 21 | A. Well, you know -- | 21 | going to be a reorganization. | | 22 | MR. AULET: Objection to form. | 22 | Bankruptcy is a process. There's an | | 23 | Q. Do you view it as in need of | 23 | awful lot of paper that gets pushed | | 24 | restructuring? | 24 | by an awful lot of people. This | | 25 | A. No, I don't. | 25 | particular debtor is -- as I | | | Page 166 | | Page 168 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | Q. You don't? | 2 | understand it, is in excess of 70 | | 3 | A. Absolutely not. | 3 | years old. Doesn't even have an | | 4 | Q. So why do you believe he filed | 4 | e-mail address. Doesn't know how to | | 5 | Chapter 11 then? | 5 | use computers. Doesn't know | | 6 | A. Well, the debtor needs | 6 | technology. Couldn't possibly do the | | 7 | restructuring. I don't think -- | 7 | monthly operating reports himself and | | 8 | (Whereupon, a cell phone rang.) | 8 | virtually, in every case, there's an | | 9 | THE WITNESS: Oh, I apologize. | 9 | accountant that does tax returns. | | 10 | That was for me to remind me to do | 10 | There's an accountant that does -- | | 11 | something at 2:00 which I can't | 11 | that helps with preparing monthly | | 12 | remember what I'm supposed to do. | 12 | operating reports. Even when the | | 13 | Just making sure it wasn't on -- what | 13 | company has a controller, we still | | 14 | is that when it comes back on later | 14 | come in in cases where -- so there | | 15 | and it annoys you? The debtor's | 15 | may not be a reorganization as of | | 16 | restructuring, if you're referring to | 16 | right now. There's going to be a | | 17 | the questions were brought up -- in | 17 | plan someday. I don't know what role | | 18 | an ordinary Chapter 11 case that's a | 18 | we're going to play but if we need to | | 19 | business, there's lots of things to | 19 | be -- if the counsel and debtor needs | | 20 | consider if there's a real | 20 | us to play a role, we will but until | | 21 | restructuring. You've got to | 21 | that day, there's lots of necessary | | 22 | | | | | | restructure the debt, the secure | 22 | work to do in the ordinary course of | | 23 | debt. Maybe mezzanine, unsecured | 23 | the process in the life of a Chapter | | 24 | debt. Maybe work with payables, all | 24 | 11 case here. | | 25 | sorts of -- that isn't the case here Page 167 | 25 | Q. What you just described were Page 169 |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----------|-----------------------------------------------------------|----------|----------------------------------------------------------------------------------| | 2 | menial tasks of accounting? | 2 | counsel wants us to play and the debtor | | 3 | A. I disagree. | 3 | wants us to play. If they want us to play | | 4 | Q. No, you disagree? | 4 | part of the role of looking at the | | 5 | A. Preparing the SOFA's and | 5 | pre-petition payments, which we ordinarily | | 6 | preparing the MOR's, you think that's all | 6 | do in most of the cases we do, we come up | | 7 | menial tasks? | 7 | with the list, here it already exists. We | | 8 | Q. All right, I won't argue with | 8 | might ask for support to confirm but it's | | 9 | you on that. What is it about this case | 9 | entirely up to the team that's running the | | 10 | that you -- you view that is in need of | 10 | case. We're not running the case. We're | | 11 | restructuring, if anything? | 11 | -- we're -- I think we're an important | | 12 | MR. AULET: Objection to form. | 12 | member of the team but we're not -- the | | 13 | A. Yeah, I don't know what you're | 13 | accounting firm is not driving the case. | | 14 | trying to ask. | 14 | The debtor and his counsel is driving the | | 15 | Q. Are there assets that need to | 15 | case as is true of every case. | | 16 | be restructured? | 16 | Q. Do you know where the debtor's | | 17 | A. The only assets I understand | 17 | books and records reside? | | 18 | are -- I think the lawyers call them | 18 | A. I do not. | | 19 | litigation assets in the like. | 19 | Q. Do you know if the debtor had a | | 20 | Q. So how would they be | 20 | pre-petition account? | | 21 | restructured or part of a restructuring? | 21 | A. Only from knowledge from | | 22 | MR. AULET: Objection to form. | 22 | lawyers. | | 23 | A. You're probably asking the | 23 | Q. Who was the accountant? | | 24 | wrong guy but if there's ongoing | 24 | A. Accountant? | | 25 | litigation, I suspect there's going to be | 25 | Q. Yeah, I asked you -- | | | Page 170 | | Page 172 | | | | | | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | -- you would hope there would be settlement | 2 | A. Oh actually, I take that back. | | 3 | negotiations, there might be mediation, | 3 | I saw actual tax returns. There was -- | | 4 | there might be arbitration. Someone's | 4 | every preparer has to list their name on a | | 5 | going to try and liquidate those assets | 5 | tax return they prepare. So there was -- | | 6 | into cash with which to pay the creditors. | 6 | someone paid tax returns at least. What | | 7 | I don't know whether we'll play a part in | 7 | else they did, I don't know. | | 8 | that or not. | 8 | Q. Okay, what was the name of the | | 9 | Q. As part of your -- the scope of | 9 | accountant? | | 10 | your engagement, there is a bullet point | 10 | A. I don't remember. | | 11 | that states that you're going to provide | 11 | Q. Have the tax returns been | | 12 | assistance -- | 12 | produced to any party in the case thus far? | | 13 | THE COURT REPORTER: I'm sorry, | 13 | A. I imagine we produced them | | 14 | Counsel. I need to hear you better. | 14 | because we had them. They would have come | | 15 | Q. Provide assistance with | 15 | in an e-mail. So they would have been | | 16 | reviewing debtor books and records for | 16 | produced as it relates to this I think. I | | 17 | possibly avoidable transactions such as | 17 | think they were but they were very small | | 18 | preference and fraudulent transfer claims. | 18 | tax returns prepared by -- I assume a New | | 19 | You stated that you did not review any of | 19 | York or a Connecticut accountant. I don't | | 20 | the debtor's books and records, correct? | 20 | know who. | | 21 | A. Currently, so far, yes. | 21 | Q. You just don't -- you obviously | | 22 | Q. Did you ask for any? | 22 | looked at it, you just don't recall the | | 23 | A. No. | 23 | name of that accountant right now? | | 24 25 | Q. Do you intend to? A. Depends on what role the | 24 25 | A. I don't -- well, yes. I'm not even sure if I looked at it. I don't know |

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Page 174 1 C. JALBERT 2 if, at the time when we were trying to do 3 everything, we were using those because we 4 needed some of the information on there. 5 We were referred to them by Melissa for 6 certain issues that the lawyers thought 7 were important and we went and took a look 8 at them but I would have looked at 9 something besides the name of the preparer. 10 At the time, it didn't matter. 11 Q. Have you ever spoken to the 12 debtor? 13 A. Yes. 14 Q. When? 15 A. Wednesday at the 341 hearing to 16 introduce myself. 17 Q. Is that the only occasion, to 18 your knowledge, that you've spoken to the 19 debtor? 20 A. I don't speak Mandarin and he 21 apparently doesn't speak English. So I 22 have not spoken to him. Or Chinese. I'm 23 not sure which it is. Excuse me. 24 Q. You did not receive a 25 post-petition retainer, correct? Page 175 1 C. JALBERT 2 A. Correct. 3 Q. Are you confident that your 4 fees will be paid? 5 A. I don't know if I'm confident. 6 I'm hoping. 7 Q. What source do you believe your 8 fees will be paid, from what source? 9 A. It will come from the Estate. 10 If we're going to be paid, as I understand 11 it, it will come from the Estate. I don't 12 -- I have not thought of or have any 13 agreement on any other source of payment. 14 Q. Do you mean the litigation 15 claims or recoveries? 16 A. I would expect the only people 17 that have a retainer in this case are Brown 18 Rudnick. Everybody else will be looking to 19 be paid -- that is a debtor's professional 20 or a committee professional, professionals 21 that file an application with the Court and 22 the Court allows their retention will be 23 looking to get funds. We're all going to 24 be looking from the same place. What that 25 source is going to be, if it will ever be, Page 176 1 C. JALBERT 2 I don't know. 3 Q. What information, if any, did 4 you rely on in getting comfortable taking 5 this case without a post-petition retainer? 6 A. I've been doing this for 35 7 years. I'm not sure. I don't remember 8 ever getting a post-petition retainer but 9 my firm works with -- 10 (Whereupon, a cellphone rang.) 11 THE WITNESS: Shit, I'm sorry. 12 Now it's off. We -- we're a 13 practitioner in Massachusetts and we 14 do cases in Delaware, New York, 15 Connecticut, Rhode Island, 16 Massachusetts, New Hampshire, 17 Vermont, Maine. We represent Chapter 18 7 trustees in virtually all of those 19 states. We probably represent and do 20 work for virtually ever Chapter 7 21 trustee in Rhode Island, every 22 Chapter 7 trustee in Massachusetts, a 23 couple in Maine, a couple in New 24 Hampshire and it's not unheard of for 25 us to go and do 50, 60, 70, 80 Page 177 1 C. JALBERT 2 thousand dollars of work before we 3 even know the case will ever have any 4 money. It's an investment that we 5 make. Now I didn't make an 6 investment in this case. Whatever we 7 incurred -- and I don't know what 8 that is, I'm hoping I'm going to 9 collect it but if I don't, then I'll 10 have a write-off like I've had many, 11 many, many, many times in the past. 12 Q. Again, I don't think you 13 answered my question. 14 A. Oh all right -- 15 Q. If you -- if you relied just on 16 your experience in engagements in 17 bankruptcy cases and that's it for taking 18 this case without a pre or post-petition 19 retainer, is that what you mean -- 20 A. I don't understand your 21 question. 22 Q. What information, if any, did 23 you rely on in taking this case without a 24 pre or post-petition retainer? 25 MR. AULET: Objection to form.

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| 1 | C. JALBERT | 1 | C. JALBERT | |----------|--------------------------------------------------------------------------------------|----------|-------------------------------------------------------------------------------------| | 2 | A. I do work with lots and lots of | 2 | engagement? | | 3 | attorneys and when attorneys call up and | 3 | A. Absolutely not. | | 4 | they ask if we're interested on working on | 4 | Q. Have you had any communications | | 5 | the case, I work on the case. | 5 | with any representative from Golden Hill? | | 6 | Q. So you relied on being asked to | 6 | MR. HARBACH: Golden Spring. | | 7 | get involved by Brown Rudnick? | 7 | Q. Golden Spring. | | 8 | A. Yep. | 8 | A. I was on e-mails with someone | | 9 | Q. That's it? | 9 | from -- well, first of all, Melissa Francis | | 10 | A. Yep, and then after that, it's | 10 | has a Golden Spring e-mail address. She's | | 11 | bankruptcy process. Whatever happens, | 11 | counsel to the debtor. I've been informed | | 12 | happens. | 12 | of that from the beginning. The only other | | 13 | Q. You didn't look at the | 13 | contact -- | | 14 | financial profile of this debtor at all in | 14 | Q. She's counsel for the debtor or | | 15 | determining -- | 15 | Golden Spring? | | 16 | A. I think -- I think I knew he | 16 | A. Debtor. | | 17 | had limited assets or no assets and I think | 17 | Q. Melissa -- | | 18 | I knew he had a lot of litigation ongoing | 18 | A. Francis. | | 19 | but -- maybe I'm a fool but I only have one | 19 | Q. But she has an e-mail address | | 20 | other person that I have to answer to and | 20 | from Golden Spring? | | 21 | he lets me run my business just like he | 21 | A. Correct. They were in all of | | 22 | runs his business and my feeling is when a | 22 | these e-mails that they were putting in | | 23 | lawyer calls up and they have a case, then | 23 | front of me. | | 24 | we respond because if I don't respond, | 24 | Q. She's counsel for the debtor is | | 25 | maybe the next time he calls another | 25 | your understanding -- | | | Page 178 | | Page 180 | | | | | | | | | | | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | accountant. So I didn't do all the things | 2 | A. I've been told emphatically by | | 3 4 | that you think a normal person should have done to protect themselves on payment. | 3 4 | her and by Brown Rudnick that she is counsel to the debtor, as is Aaron | | 5 | Q. Did you rely on any degree on | 5 | Mitchell. As is Brown Rudnick. | | 6 | the financial profile of Golden Spring? | 6 | Q. Okay. Are they part of the | | 7 | A. No. | 7 | application to retain ordinary course | | | | | | | 8 | Q. You didn't do any due diligence | 8 | professionals, if you know? | | 9 | on Golden Spring before agreeing to get | 9 | A. I don't know that they're going | | 10 | engaged in this case? | 10 | to be paid by the Estate or not. I don't | | 11 | A. I'm pretty sure I didn't know | 11 | know what they're -- what they're -- what | | 12 | Golden Spring existed by the time I agreed | 12 | motions they filed to be paid. I'm not -- | | 13 | to be in this case. | 13 | I'm not representing them and I'm not | | 14 | Q. How about Lamp Capital, did you | 14 | asking them. | | 15 | do any investigation of Lamp Capital? | 15 | Q. So back to the question whether | | 16 | A. No. | 16 | you had any communications with Golden | | 17 | Q. Did you ask any questions about | 17 | Spring -- | | 18 | what the financial profile of those two | 18 | A. So my colleague, Matt Flynn, | | 19 | entities was -- | 19 | had I think one or two phone calls with | | 20 | A. No. | 20 | someone at Golden Spring. There was a | | 21 | Q. -- before getting involved? | 21 | number of e-mails which we looked at in | | 22 | A. No. | 22 | here and you know, 6, 7, 8, 9, whatever, | | 23 | Q. Were you promised that you | 23 | that person is not identified but I did not | | 24 25 | would be paid from Golden Hill or Lamp Capital before agreeing to take on the | 24 25 | speak to that person. I had -- I was on the e-mail exchanges and I wrote exactly |

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| 1 | C. JALBERT | 1 | C. JALBERT | |----|------------------------------------------------------|----|---------------------------------------------| | 2 | one e-mail to that person and actually | 2 | for the month of which two-thirds of that | | 3 | directed it to Melissa and Aaron when I | 3 | is security. | | 4 | wrote my e-mail. | 4 | Q. Is the person or entity that is | | 5 | Q. Do you know why that person's | 5 | funding the post-petition living expenses | | 6 | name is redacted on the exhibit? | 6 | Golden Spring? | | 7 | A. Yes. | 7 | A. I don't know. That's not one | | 8 | Q. Why? | 8 | of the questions and no one has volunteered | | 9 | A. Because you heard Golden | 9 | that information. It just says -- the | | 10 | Spring's attorney. They're worried about | 10 | question says is there a third-party making | | 11 | the safety of their employees given the | 11 | payments on behalf of the debtor | | 12 | issues surrounding this case. I don't know | 12 | post-petition. We answered that question | | 13 | anything about that. I'm just doing what I | 13 | as best we could. We'll fix the one error | | 14 | told. I am not disclosing the name. | 14 | that remains but it did not ask and they | | 15 | Q. It was at Golden Spring's | 15 | did not tell us, to my knowledge, who is | | 16 | counsel's behest that that was redacted is | 16 | making the disbursements. | | 17 | your understanding? | 17 | Q. And you didn't ask? | | 18 | A. Well, I don't know whether it | 18 | A. No. I don't know how it would | | 19 | was Golden Spring's counsel or Golden | 19 | affect -- it's not in the monthly operating | | 20 | Spring itself. I don't know -- I don't | 20 | report so it's none of my business I think | | 21 | know who started it. I just -- in fact, I | 21 | is what I would have been told. | | 22 | don't think I knew it until the day before | 22 | MR. GOLDMAN: I don't have any | | 23 | -- the day before, maybe Wednesday is when | 23 | further questions. | | 24 | I found out that -- that -- that the | 24 | MR. AULET: I have nothing. | | 25 | documents were redacted. | 25 | THE VIDEOGRAPHER: Can I take | | | Page 182 | | Page 184 | | 1 | C. JALBERT | 1 | C. JALBERT | | 2 | Q. Is it your understanding that, | 2 | us off the record for the day? | | 3 | according to the debtor, all of his living | 3 | MR. GOLDMAN: Yes. | | 4 | expenses, pre-petition, were paid by Golden | 4 | THE VIDEOGRAPHER: We're off | | 5 | Spring? | 5 | the record at 2:18 p.m. and this | | 6 | A. Well, they were paid by | 6 | concludes today's testimony given by | | 7 | somebody else. I can't say emphatically | 7 | Craig Jalbert. | | 8 | they were paid by Golden Spring. | 8 | (Whereupon, at 2:18 P.M., the | | 9 | Q. So whatever that person or | 9 | Examination of this witness was | | 10 | entity -- whoever that person or entity | 10 | concluded.) | | 11 | was, are the living expenses, post-petition | 11 | | | 12 | living expenses that were prepared in the | 12 | ° ° ° ° | | 13 | various schedules, consistent with what was | 13 | | | 14 | paid pre-petition? | 14 | | | 15 | A. We didn't do an investigation | 15 | | | 16 | as to what the pre-petition nature of | 16 | | | 17 | payments or amount of the payments or | 17 | | | 18 | anything. So I don't have any -- any | 18 | | | 19 | comparative information. That information | 19 | | | 20 | will be developed as we see the months go | 20 | | | 21 | by but I think the final -- the final | 21 | | | 22 | number for 15 days of the expenses for the | 22 | | | 23 | individual ended up being something like 28 | 23 | | | 24 | or 29 thousand dollars for 15 days. So | 24 | | | 25 | multiply that by two 60 thousand dollars Page 183 | 25 | Page 185 | | | | | |

47 (Pages 182 - 185)

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| 1 | | 1 | |----|--------------------------------------------------------------------------|--------------------------------------------------| | | 2 D E C L A R A T I O N | 2 C E R T I F I C A T E | | | | 3 | | 3 | | STATE OF NEW YORK ) | | | 4 I hereby certify that having been | | | 5 | first duly sworn to testify to the truth, I | 4 : SS.: | | 6 | gave the above testimony. | COUNTY OF KINGS ) | | 7 | | 5 | | | 8 I FURTHER CERTIFY that the foregoing | 6 I, LENAYA LYNCH, a Notary Public for | | 9 | transcript is a true and correct transcript | 7 and within the State of New York, do hereby | | 10 | of the testimony given by me at the time | 8 certify: | | 11 | and place specified hereinbefore. | 9 That the witness whose examination is | | 12 | | 10 hereinbefore set forth was duly sworn and | | 13 | | 11 that such examination is a true record of | | 14 | | 12 the testimony given by that witness. | | | _________________________ | 13 I further certify that I am not | | | | 14 related to any of the parties to this | | 15 | CRAIG JALBERT | 15 action by blood or by marriage and that I | | 16 | | 16 am in no way interested in the outcome of | | 17 | | 17 this matter. | | 18 | Subscribed and sworn to before me | 18 IN WITNESS WHEREOF, I have hereunto | | 19 | this _____ day of ________________ 20___. | 19 set my hand this 8th day of April 2022. | | 20 | | 20 | | 21 | | 21 <%24350,Signature%> | | | _________________________ | LENAYA LYNCH | | 22 | NOTARY PUBLIC | 22 | | 23 | | 23 | | 24 | | 24 | | 25 | | 25 | | | Page 186 | Page 188 | | | | | | 1 | | | | 2 | E X H I B I T S | | | | 3 JALBERT EXHIBITS | | | | EXHIBIT EXHIBIT PAGE | | | | 4 NUMBER DESCRIPTION | | | | 5 Exhibit 1 Notice of Deposition 10 | | | | 6 Exhibit 2 E-mail Chain 32 | | | | 7 Exhibit 3 E-mail Chain 35 8 Exhibit 4 Debtor's Application 47 | | | | 9 Exhibit 5 Official Form 106Sum 93 | | | | 10 Exhibit 6 Global Notes 111 | | | | 11 Exhibit 7 E-mail Chain 129 | | | | 12 Exhibit 8 E-mail Chain 131 | | | | 13 Exhibit 9 E-mail Chain 139 | | | | | | | 15 | | | | | 14 Exhibit 10 E-mail Chain 147 | | | | (Exhibits retained by Court Reporter.) | | | 16 | | | | 17 | I N D E X | | | | 18 EXAMINATION BY PAGE | | | | 19 MS. ARONSSON 5 | | | | MR. HARBACH 100 | | | | 20 MS. ARONSSON 103 | | | | MR. HARBACH 153 | | | | 21 MS. ARONSSON 154 | | | | MR. GOLDMAN 165 | | | 22 | | | | 23 | | | | 24 | | | | 25 | Page 187 | |

48 (Pages 186 - 188)

**[& - 373]**

| & | 86:10,22,24 | 161 132:20 134:13 | 24350 188:21 | |----------------------------------|-----------------------------------|----------------------|-----------------------| | & 1:15,18 2:3,12 | 103:13 115:4,4,8 | 135:13,17 140:18 | 26 120:3,12 | | 0 | 119:21 124:25 | 162:21 | 28 183:23 | | | 164:4 166:7,18 | 161,323 132:23 | 28th 72:9 129:23 | | 00001646 32:16 | 167:5,18 169:24 | 133:5 | 133:12 134:3 | | 00001649 35:10 | 111 187:10 | 165 187:21 | 140:14 152:23 | | 00001684 140:8 | 11:53 90:21 | 16th 132:17 | 154:21 155:11 | | 00001691 147:17 | 12 2:18 34:22 | 17 119:19,21 | 159:10 | | 00001752 129:3 | 85:15 159:18 | 18 48:22 127:22 | 29 183:24 | | 02035 6:9 | 120 75:21 131:25 | 19 131:3 | 2:00 167:11 | | 06103 2:18 | 120-1 131:25 | 19,488 125:6,15 | 2:18 185:5,8 | | 06601 2:14 | 132:6 | 1979 17:5 | 3 | | 1 | 122b 125:3,14,19 | 1983 17:8 | | | 1 3:16 10:14,17 | 124 6:8 | 1987 17:10 | 3 23:23 35:8,12 | | 17:10 23:22 72:10 | 129 187:11 | 1999 165:24,24 | 96:25 97:4,8,13,24 | | 97:9 113:14,18 | 12:22 90:25 | 1:22 139:21 | 115:13 116:21 | | 114:14 118:3 | 13 19:8 42:12 | 1:28 140:4 | 144:12 187:7 | | 132:21 151:14 | 55:14 103:14 | 1:56 165:8 | 3,850 96:5 | | 155:17 157:6 | 126:5 146:19 | 1:58 165:12 | 30 7:5,19 11:2,22 | | 187:5 | 152:7 153:14 | 1a 94:19,22 95:8 | 107:6 144:4,6,14 | | | 154:11 | 1b 95:11 | 145:11 146:4,11 | | | | | | | 10 133:25 147:10 | | | 166:4 | | 147:15 159:19,23 | 13,611 152:8 | 2 | 30th 2:4 | | 187:5,14 | 153:15,20 | 2 23:22 32:14,18 | 31 17:10 72:10 | | 100 2:18 142:15,18 | 131 187:12 | 33:2,4 41:6 97:13 | 74:24 77:7 121:16 | | 143:8 187:19 | 139 187:13 | 105:21 142:14 | 155:17,18 161:18 | | 10036 1:19 2:5,10 | 14 19:8 98:7 146:7 | 148:3 152:8 187:6 | 161:18 | | 100th 44:7 | 159:18 | 2.5 154:13 | 32 187:6 | | 101 6:9 | 147 187:14 15 77:6 89:10 | 20 45:8 186:19 | 341 16:17,22 45:13 | | 103 187:20 | 97:25 145:4 | 2019 79:18 | 45:14,17 46:14,15 | | 106a 94:21 | 183:22,24 | 2020 79:19 | 46:19,24 47:8,12 | | 106sum 93:14 | 153 187:20 | 2021 127:24 | 47:13,18 51:15 | | 94:2 187:9 | 154 187:21 | 2022 1:10 3:5 | 69:5 116:2 123:15 | | 109 132:22 135:18 | 15th 63:14 72:9 | 125:4 159:9,10 | 123:18 126:13 | | 140:17 | 125:4 129:23 | 188:19 | 127:10,18 174:15 | | 109,827 133:7 | 133:11 134:3 | 21 45:8 49:9 84:9 | 342 16:16 | | 109,827.12 132:13 | 140:14 152:23 | 92:21 107:14 | 35 17:13 176:6 | | 10:17 1:11 3:4 | 154:21 155:11 | 22 45:9 | 187:7 | | 10:24 11:15,19 | 159:9 | 22-50073 1:6 3:22 | 36 95:13 96:2,4,8 | | 11 1:5 21:2,4 | 16 96:18 105:18 | 22nd 3:4 | 96:16 | | 32:11 55:3 70:3 74:19 81:6,11 | 126:5 | 23 97:8 | 373 113:19 164:12 |

**[4 - advisor]**

| | 61 95:17,19,24 | 93 187:9 | 172:24 173:9,19 | |-----------------------|-----------------------|----------------------|-----------------------| | 4 | 62 95:15,16,17 | | 173:23 179:2 | | 4 47:24 48:3 91:4 | 6:49 39:10 | a | accountants 21:5 | | 96:9,12,17 97:13 | 6e 108:8 130:23 | a.m. 1:11 3:4 | 21:6,7,8 | | 107:14 108:8 | | 11:15,19 90:21 | accounting 22:21 | | 113:13 117:4 | 7 | aaron 25:17,19,25 | 63:21 168:17 | | 119:4 130:23 | 7 1:18 2:4,9 81:6 | 26:10 31:4,7 32:9 | 170:2 172:13 | | 144:20 187:8 | 86:25 95:18 | 56:18 57:3 59:3,4 | | | 40 7:18 138:18 | 103:12 119:16,21 | 59:10,18 99:2,7 | accounts 69:21,22 | | 142:16 | 128:24 129:11 | 102:11 103:17 | accrual 70:20 | | 43 159:15,16 | 133:16 135:14 | 104:12,16 105:3 | 156:4,9,17,19 | | 43,655.44. 138:16 | 136:18 141:17 | 105:13 106:7 | 163:2 | | 45 72:11 | 142:16 144:14 | 109:24 110:18 | accruals 156:25 | | 47 187:8 | 176:18,20,22 | 112:15 124:2 | accrue 69:2 | | 5 | 181:22 187:11 | 129:18 135:23 | accrued 78:23,25 | | 5 93:12,15 108:8 | 70 6:19 7:16 169:2 | 139:8 143:14 | 79:6 | | 117:4 130:23 | 176:25 | 156:3 157:15 | accurate 10:6 | | 187:9,19 | 7006 2:14 | 160:16 181:4 | 136:11,12 | | 50 6:19 7:14,18 | 77 100:20 111:6 | 182:3 | accurately 10:2,9 | | 118:13 141:9,10 | 78 93:19 | ability 9:25 10:5 | 136:24 | | 141:14 142:7,8,9 | 8 | able 53:7 78:6 | accustomed 53:9 | | 142:12 144:13 | 8 1:10 119:21 | 79:11 136:13 | act 19:15 | | 145:11 176:25 | 120:3 131:16,21 | 138:3 144:25 | action 4:8 188:15 | | 500 21:3 126:6 | 134:7 135:11,18 | 163:11 | activity 63:22 | | 505 75:13,17 76:2 | 149:25 150:9 | absolutely 82:6 | 80:12 | | 505b 75:5 | 159:7 161:19,20 | 167:3 180:3 | actual 109:17 | | 50th 44:6 | 181:22 187:12 | abundance 132:20 | 137:7 165:23 | | 51,495.67 140:17 | 80 7:16 176:25 | 142:21 | 173:3 | | 53 122:11 | 83 17:9 | accepted 102:23 | add 85:21 140:16 | | 55 94:22 95:23 | 850 2:13 | access 115:23 | addition 155:25 | | 56 95:17,19 | 87 17:10 | 119:6 124:16 | additional 163:18 | | 58 95:24 96:2 | 8th 3:5 127:24 | accidently 125:13 | address 6:6,7,8 | | | 159:5 188:19 | account 37:25 | 169:4 180:10,19 | | 6 | | 38:24 52:15 63:19 | addresses 162:20 | | 6 7:5 11:2,8,21,22 | 9 | 64:17 65:3 66:19 | administer 4:6 | | 97:24 98:7 111:4 | 9 119:21 139:24 | 72:6 91:6,8 92:11 | administrative | | 111:8 117:5 | 140:7 146:20 | 92:16 147:2 | 77:17 78:7,10 | | 119:16,18,21 | 150:10 159:15 | 172:20 | 81:8 | | 181:22 187:10 | 161:20 181:22 | accountancy 17:8 | advising 22:20 | | 60 6:19 7:14 75:11 | 187:13 | accountant 18:16 | 53:2 61:11 | | 75:19 176:25 | 90 48:10 82:17 | 70:22 80:6 168:4 | advisor 17:24 18:7 | | 183:25 | 83:22 92:23 | 169:9,10 172:23 | 21:5,6 34:7 36:23 |

## **[advisor - aronsson]**

| 37:7 39:8 40:20 | allocations 145:25 | 121:17 122:12 | applicable 107:11 | |-----------------------|-----------------------|----------------------|-----------------------| | 41:20 43:2 48:9 | allow 12:20 38:23 | 130:2 148:21,23 | application 48:2,7 | | 48:21 49:5 70:22 | 65:2 87:11 | 151:18 163:11 | 48:18 49:2 175:21 | | 165:21,22 168:4 | allowed 80:12 | 178:20 | 181:7 187:8 | | advisors 62:4,5 | 81:20 | answered 34:20 | applies 53:17,22 | | affairs 14:6 55:20 | allows 82:15,17 | 148:25 149:4 | 103:22 | | 111:18 112:5 | 162:4 175:22 | 177:13 184:12 | apply 118:2 | | affect 184:19 | amend 89:7 125:3 | answers 8:5,23 | appointed 22:13 | | affidavit 48:25 | amended 125:19 | 130:20 | appreciate 35:4 | | 49:7 | amendment 60:7 | anticipate 47:16 | approach 22:20 | | affiliated 42:3 | amendments | 50:19 52:9 54:16 | appropriate 73:14 | | affiliations 4:13 | 55:21 112:6 | 55:6 59:25 61:19 | 113:8 114:7 153:9 | | afternoon 165:16 | amount 13:9 | 61:21 63:25 67:16 | approval 70:16 | | agent 90:2 91:7,20 | 81:22 96:5 118:12 | 76:4,24 79:21 | approved 62:10 | | 91:21,24 | 133:8,9 134:17 | 106:15 157:13,17 | 64:22 | | ago 153:12 166:4 | 137:25 138:12 | anticipated 60:5 | april 1:10 3:4,5 | | agree 3:14 59:12 | 159:11,15 183:17 | 60:11 62:9 68:15 | 137:22 159:5 | | 91:6 96:16 100:22 | amounts 51:22 | anticipates 78:16 | 188:19 | | 107:13,17 | 132:19 134:23 | anybody 83:24 | arbitration 171:4 | | agreed 143:8 | 138:4,9 156:14 | 145:16 | areas 12:11 22:12 | | 179:12 | analysis 68:6 83:4 | anymore 116:9 | 22:21 | | agreeing 179:9,25 | 84:3 87:19 89:18 | 142:11 164:15 | arena 19:4 | | agreement 55:13 | 92:25 95:2 96:19 | anyone's 161:15 | argue 170:8 | | 61:8 67:25 78:6 | 105:9 107:20 | anytime 41:14 | argument 117:21 | | 91:22 127:23,25 | 115:18 168:10 | anyway 69:16 | 144:6 | | 175:13 | analyzed 168:14 | anyway's 70:8 | aronsson 2:5 4:18 | | agreements 128:8 | analyzing 80:18 | 87:6 163:23 164:2 | 4:18 6:2,12 7:4,13 | | 128:16,18 | 82:4 | apartment 101:6,9 | 10:12 11:12 12:9 | | ahead 40:8 122:20 | andersen 17:9 | 102:6 114:17 | 26:20,25 27:13 | | aircraft 97:15 | annoys 167:15 | 115:2,7 146:21 | 29:18 32:11 34:21 | | 119:5 | answer 8:20 9:11 | 150:4 | 35:6 47:22 48:5 | | alive 114:5 | 9:19,21 24:21 | apologize 35:2 | 83:11 88:13 90:18 | | allegations 40:24 | 26:22,24 27:12 | 56:22 167:9 | 93:10,17 97:6 | | alleged 81:5 156:7 | 28:12 29:11,11,13 | apparently 28:19 | 99:22 103:5,6 | | alleging 83:18 | 29:17 36:11 38:17 | 174:21 | 111:2 128:22 | | alliance 2:3 4:20 | 53:16,21 54:12 | appear 100:20 | 129:7 130:5 131:2 | | 6:13 10:23 | 83:20 88:16 | appearance 4:16 | 131:5,9,23 139:18 | | allocated 141:16 | 101:20 104:18 | appearances 4:12 | 146:6 147:13 | | allocating 117:25 | 105:16 113:17 | applicability | 154:17 164:14 | | allocation 145:11 | 116:8,21 118:2 | 148:6,15 | 187:19,20,21 | | 152:3 | 119:6 120:5 | | | | | | | |

**[arrange - back]**

| arrange 163:15 | 164:9 170:15,17 | 23:9 28:8 182:10 | 164:16 165:3 | |-----------------------|-----------------------|------------------------|--------------------------------------| | arrangement | 170:19 171:5 | attorneys 2:3,9,13 | 166:12,22 170:12 | | 54:20 | 178:17,17 | 14:16 15:6,16 | 170:22 177:25 | | arrive 136:8 | assigned 74:24 | 25:8 32:3 40:21 | 184:24 | | arthur 17:9 | assist 52:18 86:17 | 46:23 47:6 98:9 | authored 26:13 | | articulated 143:22 | assistance 45:11 | 98:21,24 99:6,14 | 27:9 | | ascribe 144:2,15 | 55:18 61:9 73:16 | 104:24 106:20 | authorities 75:11 | | ascribed 118:17 | 80:17 82:8 84:23 | 109:23 142:3 | authorization 48:7 | | 141:25 149:24 | 85:18 86:6 88:21 | 147:3 178:3,3 | 48:19 49:3 | | ascribes 120:22 | 112:3 171:12,15 | attributed 138:4 | authorized 4:6 | | 121:7 | assisted 15:19 | audible 8:24 | automobiles | | ascribing 142:22 | 51:9,12 109:14 | audio 3:12,12 | 115:16,16 | | asia 2:3 4:20 6:14 | 112:10,11 113:3 | audit 75:13,18,20 | available 135:2 | | 10:23 | 141:4 | auditing 22:21 | 137:16 160:22 | | aside 15:22 47:5 | associated 66:20 | aught 149:22 | avoid 69:16 | | 67:7 83:17 161:9 | 117:2 | august 17:10 | avoidable 82:9 | | asked 36:8 47:19 | association 107:9 | aulet 2:10 5:3,3,12 | 83:2 84:13 171:17 | | 53:23 56:15,21,22 | assume 9:6 92:20 | 9:17 12:4,6,24 | aware 25:17 30:19 | | 64:20 110:7 | 92:24 173:18 | 13:6 24:20 26:16 | 88:6 90:8,10 | | 151:21 152:19 | assumed 150:13 | 26:23 27:11,13,16 | 114:24 | | 172:25 178:6 | 153:15 154:3 | 28:7 29:19 34:10 | awful 47:11 | | asking 13:17,19,20 | assuming 28:15 | 37:16 39:5 46:20 | 168:23,24 | | 34:14 67:18 98:22 | 50:23 72:13 | 57:22 58:18 61:4 | awfully 88:4 | | 101:2,18,21 102:2 | 118:21 | 64:14 66:13 77:4 | awhile 85:9 | | 105:15 148:12,17 | assumption | 78:21 79:22 83:7 | b | | 149:12 151:4,5 | 143:10 | 83:13 84:25 85:8 | | | 153:5 156:11,12 | attach 69:14 | 88:3,8,16 91:9 | b 2:6 5:21 6:5 7:5 | | 156:13 162:22 | attached 79:16 | 92:2 93:5 95:9 | 11:2,22 75:13,17 76:2 94:17,20,21 | | 170:23 181:14 | 168:18 | 96:10 97:2 98:15 | 94:23 95:12 96:13 | | asks 108:11,17,18 | attachment 129:9 | 99:23 101:17 | 187:2 | | 113:14 115:13 | 129:21 130:8 | 102:8 103:24 | baby 19:25 | | 120:4 121:16 | 140:11 | 104:13 106:18 | babysitting 19:10 | | 122:11 151:14 | attempts 120:24 | 108:21 111:22 | bachelor 17:7 | | aspects 166:9 | attend 45:13 | 112:22 113:24 | back 7:18 11:19 | | assenting 37:9 | attended 45:14,16 | 118:4 122:18 | 13:20 27:6 29:24 | | assessment 101:14 | 47:11 | 126:3 127:7 129:4 | 34:3 41:5 49:13 | | assessments 153:7 | attending 4:11 | 129:25 130:16 | 55:12 69:25 71:16 | | asset 78:3 | 46:14 | 131:6,11 132:11 | 82:16 90:25 91:4 | | assets 88:2 94:2 | attention 105:20 | 133:18 141:18 | 95:17 103:7 | | 104:7 111:16 | attorney 2:17 4:17 | 148:20 149:7 | 111:23 112:13 | | 120:23 128:12 | 6:12 9:18 13:5 | 152:11 157:20 | | | | | | 114:4 127:11 |

**[back - bullet]**

| 131:7 140:4 159:7 | beach 122:14 | 119:8 121:2 | bridgeport 1:3 | |---------------------|------------------------|------------------------|----------------------| | 159:21 162:10 | bearing 76:9,9 | big 34:4,15,16 | 2:14 3:21 | | 165:12 167:14 | bears 32:15 140:8 | 35:20 52:23 | brief 90:22 | | 173:2 181:15 | beast 42:18 | biggest 19:4 | briefly 14:21 | | background 17:2 | beautiful 164:20 | bill 45:19 72:12,23 | 65:24 128:5 | | 153:6 159:21,22 | beginning 4:16 | 73:6 | bring 163:24 | | balance 69:20 | 180:12 | billed 67:13,14,16 | broad 7:21 22:9 | | bank 37:25 52:15 | behalf 12:23 21:7 | bills 19:14 55:3 | broadly 109:5 | | 64:21,24 65:6 | 21:8 38:21 108:11 | 72:3 122:4 146:24 | 115:13 132:8 | | 69:18 91:6,16 | 108:15 117:6 | binders 69:14 | brought 40:3,20 | | 158:7 | 118:14,23 130:24 | birnbaum 2:17 | 167:17 168:3,19 | | bank's 91:18 | 132:17 133:12 | bit 14:20 17:2 | brown 2:8 5:4 | | bankruptcies | 144:10 145:15 | 21:25 24:3 46:17 | 15:21 23:10,16 | | 164:5 | 152:23 155:17 | 139:16 | 24:6,8,18 25:8 | | bankruptcy 1:2 | 184:11 | biweekly 66:25 | 26:5,6,10 30:9 | | 3:20 20:11,22 | behest 182:16 | blood 188:15 | 31:20 32:3 38:10 | | 21:13,24 22:6,11 | believe 24:4 45:2,5 | blue 131:13 | 38:12 39:2,16 | | 32:25 38:15 39:19 | 50:18 72:14 99:19 | bookkeepers | 43:23 49:24 56:13 | | 39:22 44:6,7,7 | 100:7 144:21 | 52:16 53:14,18,19 | 57:4 58:25 59:6 | | 51:2 64:25 74:13 | 160:12 162:21 | 53:20,25 66:19 | 59:10,17 64:20 | | 75:4 77:15,24 | 167:4 175:7 | books 82:8 84:12 | 83:18 98:25 99:6 | | 80:4,13 81:2,23 | believes 27:19 | 84:14,18 92:18 | 102:11,17 103:18 | | 82:15 83:23 90:3 | belong 102:23 | 171:16,20 172:17 | 103:18 104:10,16 | | 115:2 168:7,22 | 119:23 160:7 | boston 17:6,6 | 104:17 105:7,12 | | 177:17 178:11 | belonged 101:15 | 18:16 | 106:6 109:24 | | base 59:9 | 102:6 103:14 | bottle 34:25 42:8 | 112:14 123:25 | | based 27:16,21 | belonging 104:8 | 164:21 | 126:7,14 139:7 | | 28:23 63:5 72:25 | ben 13:5 14:16,21 | bottom 49:11 | 156:2 157:15 | | 87:14 158:5 159:2 | 24:5 | 105:19 132:9 | 175:17 178:7 | | basic 129:16 | beneficiary | 145:19 162:3 | 181:3,5 | | basically 37:9 | 121:25 | bought 101:23 | buckets 19:3 | | 39:11 155:13 | benefit 124:3 | 117:18 | 21:19 155:14 | | basis 37:14,21 | benefitting 149:18 | box 2:14 | budget 61:10,23 | | 66:25 69:7,8 | best 13:2 28:9 52:4 | brain 93:8 | 61:24 62:2 | | 73:10 80:11 81:7 | 56:10 60:9,14 | break 9:9,12 85:9 | budgeting 42:10 | | 81:8,8 90:7 | 137:2 145:20 | 85:15 139:19 | 63:16 86:15 | | 123:12 143:9,23 | 184:13 | breakdown | budgets 42:13,13 | | 145:9 | better 86:23 | 160:10 | build 78:2 | | bates 32:15 35:9 | 103:25 171:14 | breakdowns | building 113:16 | | 129:2 140:8 | beyond 14:13 | 163:19 | bullet 55:17 61:7 | | 147:17 | 38:18 53:13 116:7 | | 92:19 112:3 | | | | | |

**[bullet - certain]**

| 114:16 171:10 | 96:1 97:1 98:1 | callable 144:5 | 175:17 176:5 | |-------------------------|----------------------|-----------------------|-----------------------| | business 6:7 22:10 | 99:1 100:1 101:1 | called 5:21 20:18 | 177:3,6,18,23 | | 41:21,24,25 42:8 | 102:1 103:1 104:1 | 41:8 89:22 | 178:5,5,23 179:10 | | 42:11,22 43:3 | 105:1 106:1 107:1 | calling 145:7 | 179:13 182:12 | | 167:19 178:21,22 | 108:1 109:1 110:1 | calls 25:11,15 | cases 21:2,4 40:16 | | 184:20 | 111:1 112:1 113:1 | 58:24 93:6 143:15 | 41:25 64:10 90:5 | | businesses 19:5 | 114:1 115:1 116:1 | 178:23,25 181:19 | 92:8 161:24 | | button 162:7 | 117:1 118:1 119:1 | camera 8:11 | 163:10 164:11 | | buying 117:23 | 120:1 121:1 122:1 | cancelled 158:7 | 166:7,18 169:14 | | c | 123:1 124:1 125:1 | capabilities 18:2 | 172:6 176:14 | | | 126:1 127:1 128:1 | capital 126:8,20 | 177:17 | | c 2:2 3:1 4:1 5:1,21 | 129:1 130:1 131:1 | 179:14,15,25 | cash 36:14 37:10 | | 6:1 7:1 8:1 9:1 | 132:1 133:1 134:1 | car 116:3,17 117:9 | 37:19 42:12,13 | | 10:1 11:1 12:1 | 135:1 136:1,7 | care 67:6 79:4 | 61:10 62:12,13,23 | | 13:1 14:1 15:1 | 137:1 138:1 139:1 | career 47:12 | 63:15,15,22 69:9,9 | | 16:1 17:1 18:1 | 140:1 141:1 142:1 | cars 97:14 117:19 | 69:21 78:18 79:2 | | 19:1 20:1 21:1 | 143:1 144:1 145:1 | case 1:6 3:22 6:17 | 79:3 86:18 87:13 | | 22:1 23:1 24:1 | 146:1 147:1 148:1 | 15:24 33:21 41:19 | 121:19,22,24 | | 25:1 26:1 27:1 | 149:1 150:1 151:1 | 41:22,23,24 42:19 | 152:21 157:5,10 | | 28:1 29:1 30:1 | 152:1 153:1 154:1 | 43:3,4 44:3,13,14 | 171:6 | | 31:1 32:1 33:1 | 155:1 156:1 157:1 | 48:10 49:15 50:22 | catch 88:25 89:2 | | 34:1 35:1 36:1 | 158:1 159:1 160:1 | 50:23 51:2,5,20 | 89:14,15 156:16 | | 37:1 38:1 39:1 | 161:1 162:1 163:1 | 52:10 54:17 55:8 | categories 7:21 | | 40:1 41:1 42:1 | 164:1 165:1 166:1 | 55:11,16 56:10 | 118:24 136:2,23 | | 43:1 44:1 45:1 | 167:1 168:1 169:1 | 59:7 60:9,14 | 137:25 | | 46:1 47:1 48:1 | 170:1 171:1 172:1 | 61:22 62:9,19 | categorization | | 49:1 50:1 51:1 | 173:1 174:1 175:1 | 64:2 66:5 67:4,17 | 137:9 | | 52:1 53:1 54:1 | 176:1 177:1 178:1 | 68:12,21 69:2 | categorized | | 55:1 56:1 57:1 | 179:1 180:1 181:1 | 70:4,7,9,11 71:5,6 | 155:24 | | 58:1 59:1 60:1 | 182:1 183:1 184:1 | 71:19 73:11,25 | category 138:4 | | 61:1 62:1 63:1 | 185:1 186:2 188:2 | 74:2,7,11,19 75:9 | cats 89:12 | | 64:1 65:1 66:1 | 188:2 | 75:14,22 76:22 | caution 46:21 83:7 | | 67:1 68:1 69:1 | calculates 69:10 | 77:21 78:5,25 | 132:20 142:21 | | 70:1 71:1 72:1 | calculation 151:3 | 79:5 81:6 82:24 | caveat 89:3 | | 73:1 74:1,9,10 | calender 72:7 | 84:7 86:4,25 90:6 | cc'd 26:12 27:10 | | 75:1 76:1 77:1 | call 19:10 31:18 | 93:20 107:24 | cell 3:10 167:8 | | 78:1 79:1 80:1 | 45:18 79:11 102:4 | 111:5 131:24 | cellphone 176:10 | | 81:1 82:1 83:1 | 104:25 163:4,7,9 | 164:7 167:18,25 | cellular 3:8 | | 84:1 85:1 86:1 | 166:5,16 170:18 | 169:8,24 170:9 | cents 87:18 | | 87:1 88:1 89:1 | | | | | 90:1 91:1 92:1 | 178:3 | 172:10,10,13,15 | certain 40:17 94:3 | | 93:1 94:1,17 95:1 | | 172:15 173:12 | 113:22 174:6 |

## **[certainly - concurring]**

| certainly 22:3 | 158:10 | clients 18:25 19:13 | 70:23 156:6 157:3 | |------------------------|------------------------|------------------------|---------------------| | 62:20 72:20 84:3 | checked 64:24 | close 70:5 | 165:18 175:20 | | 91:11 102:14 | 141:5 | closure 75:15 | common 158:25 | | 106:19 109:8 | checks 66:20 | clothes 103:12 | communicate 26:9 | | 112:10 124:7 | chinese 174:22 | club 122:13 | 30:11 57:11 99:4 | | 140:25 166:8 | chooses 76:6 | code 75:4 80:13,14 | 99:5 | | certification 17:20 | cia 18:13 | 82:15 | communicated | | 17:23 18:9 | cira 18:7,14,15 | cohn 2:17 | 58:16 98:24 | | certifications | circulate 32:4,8 | collateral 42:14 | communicates | | 18:12 | circulated 88:7 | colleague 45:5,15 | 30:13 | | certified 17:23 | circumstances | 100:25 129:20 | communicating | | 18:4,6 165:19 | 15:25 33:13 60:6 | 146:14 181:18 | 104:19 | | 166:15 | 73:14 114:8 | colleagues 13:7 | communications | | certify 186:4,8 | cite 164:7 | 30:18 31:24 | 65:14,19 180:4 | | 188:8,13 | citizens 65:6 | collect 13:13 177:9 | 181:16 | | chain 32:17 35:11 | city 58:8 146:22 | college 17:6,6 | company 89:21 | | 38:6 103:21 104:9 | civil 11:2 | 18:16 | 169:13 | | 129:10 131:15 | claim 52:20 80:19 | column 136:7 | comparative | | 139:23 147:9 | 80:24 81:3,5,16,21 | combine 72:7 | 183:19 | | 151:14 187:6,7,11 | 168:13,16 | come 50:23 53:14 | compare 110:6 | | 187:12,13,14 | claimed 125:5 | 54:21 71:16 74:18 | compared 110:6 | | change 146:11 | claims 52:24 54:8 | 74:20 169:14 | complete 69:18 | | changed 139:4 | 81:7,10,12,25 82:5 | 172:6 173:14 | completely 74:5 | | 146:4 | 82:11,18 88:2 | 175:9,11 | 108:3 168:2 | | changes 43:24 | 90:2 168:10,14 | comes 19:15 | compliance 42:24 | | 44:10 | 171:18 175:15 | 100:23 118:8 | complicated 43:4 | | changing 139:3 | clarification 96:15 | 167:14 | 52:23 | | 144:22 153:8 | 97:3 | comfortable 176:4 | compound 139:2 | | chapter 1:5 21:2,3 | clarity 119:20 | coming 34:25 | comprehensive | | 55:3 70:3 74:19 | cleaning 145:5,15 | 62:23 78:18 142:5 | 89:6 | | 81:6,6,11 86:10,22 | clear 24:12 28:18 | 162:10 | computers 169:5 | | 86:24,25 115:3,4,8 | 39:14 98:10 | comley 2:12 5:7 | concerning 12:21 | | 164:4 166:7,18 | 101:21 | 165:17 | concerns 142:25 | | 167:5,18 169:23 | clearly 56:18 79:2 | comment 36:21,21 | 144:11 | | 176:17,20,22 | 141:3 | 37:8,8,9 | concluded 185:10 | | charge 160:5 | clerical 55:5,7 | comments 112:25 | concludes 185:6 | | chart 136:18 | client 4:23 5:2 | commercial 70:7 | conclusion 28:20 | | 137:14 153:3 | 30:8 34:5,6 35:21 | commission 157:9 | concurred 39:11 | | check 73:3 110:18 | 36:23 37:6 38:3 | committee 2:13 | concurring 37:12 | | 134:23 138:8 | 39:8 | 5:8 20:19 21:4,5 | 38:4 | | 152:21 158:7,10 | | 62:3 66:23 70:21 | | | | | | |

Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 307 of 567

## **[condition - covered]**

| condition 9:25 | 119:18 121:11 | controller 169:13 | 43:14 62:3,4 | |----------------------|-----------------------|-----------------------|-----------------------| | condo 107:10 | 124:5 125:23 | conversation 8:17 | 70:21 97:12,18,20 | | confer 158:10,25 | 128:11 134:21 | conversations 3:8 | 98:12,14 99:19 | | confident 175:3,5 | 135:20 154:19 | 27:17 44:5 46:22 | 100:17 124:8 | | confirm 65:2 | 155:2 157:18 | 47:6 102:15,16 | 135:22 136:5 | | 86:10,21 114:4 | conservative | converted 70:12 | 141:3 158:11 | | 136:11 158:24 | 143:25 144:9 | copies 69:18 | 169:19 171:14 | | 172:8 | 145:21 | copy 8:14 94:22 | 172:2,14 180:11 | | confirmation | consider 157:22 | 100:21 158:7 | 180:14,24 181:4 | | 20:17 | 167:20 | copyrights 120:4,6 | 182:19 | | confirmed 70:12 | consideration | 120:14,17 | counsel's 182:16 | | 115:5 143:14 | 141:22 | corp 74:10 | count 118:15 | | 154:4 | consistent 183:13 | corporate 74:7 | countries 42:6 | | conflicts 24:12 | constituency | corporation 74:7 | country 42:22 | | confusion 69:17 | 21:11,13 | 74:9,10 75:23 | county 188:4 | | congress 19:18 | consultation 98:17 | correct 58:19 | couple 60:14 92:7 | | conjecture 122:19 | 126:2 142:3 | 62:17 63:10 72:13 | 99:21 110:13 | | connecticut 1:2 | consulted 64:21 | 76:23 94:25 95:25 | 147:20 164:18 | | 2:14,18 3:21 17:5 | 138:18,18 | 97:23 102:25 | 176:23,23 | | 76:13,14,19 | consulting 88:21 | 107:25 108:25 | course 30:21 | | 113:20 148:5,14 | contact 25:3 30:19 | 109:2 114:12 | 52:19 56:16 62:8 | | 149:17 173:19 | 180:13 | 121:12 134:8,19 | 70:24 156:7,8 | | 176:15 | contacted 23:6,8 | 149:15 152:20 | 169:22 181:7 | | connection 11:5 | contacts 25:4 | 153:21 156:19 | courses 17:15 | | 15:6 24:19 33:21 | contained 59:22 | 171:20 174:25 | court 1:2 3:20 4:4 | | 34:8 36:4,9,25 | 71:14 107:21 | 175:2 180:21 | 5:10,19 6:15,25 | | 39:2,18 43:2,25 | 136:24 163:19 | 186:9 | 8:11 10:13 13:10 | | 46:3,10,18 50:14 | contention 28:3 | corrected 134:4 | 32:12 35:6 40:12 | | 50:25 51:6,20 | contents 101:8 | 134:12 | 45:3 47:22 55:2 | | 57:16 60:2 61:15 | contested 6:23 | correctly 148:22 | 62:10 78:9 87:12 | | 61:19 63:9 64:12 | context 20:12 22:6 | 149:4 | 93:10 101:10 | | 66:11 68:15 73:19 | continue 3:13 74:8 | cost 117:2,25 | 111:2 128:22 | | 76:25 78:17 80:21 | 74:16 130:6 | 118:10,13,18 | 131:19 147:13 | | 83:5,19 84:14,19 | continued 16:16 | 141:25 142:6,22 | 171:13 175:21,22 | | 84:23 85:21 86:2 | 103:4 153:10 | 142:23 144:3 | 187:15 | | 87:20 88:15 89:19 | 154:16 | 145:3 | cover 16:25 107:3 | | 92:15 96:20 97:11 | continues 68:21 | costly 89:6 | 128:13 | | 97:16 98:6,22 | 150:2,24 | costs 144:4 | covered 13:11 | | 103:8 104:7 106:3 | continuing 17:17 | counsel 4:10 5:4,7 | 76:20 83:14 85:19 | | 107:23 109:11 | 137:20 | 9:12,21 13:6,15 | 89:8 103:9 119:17 | | 110:11 112:21 | | 25:21,24 30:3 | 154:18 | | | | | |

**[cpe - description]**

| cpe 17:15,16 | 147:11 | 120:22 121:7 | deducting 79:21 | |----------------------------------|----------------------|-----------------------|----------------------| | craig 1:14 3:17 6:5 | dated 127:24 | 122:8,17 124:18 | deferred 78:3 | | 48:25 151:4 185:7 | daughter 141:23 | 125:3,5,12,18 | defers 155:9 | | 186:15 | 143:2 | 126:23 130:25 | define 82:19 | | crazy 161:25 | david 2:6 4:21 | 132:17 133:13 | definition 72:5 | | create 72:23 157:6 | 100:4 103:9 | 141:5 142:5,21,23 | 101:5 | | created 86:13 | day 39:9 44:24 | 143:5,12,15 144:3 | degree 17:7 18:16 | | 133:22 | 45:14,16 46:24 | 145:18 147:2 | 45:13 179:5 | | creator 141:19,20 | 47:8 51:13,14,15 | 148:13 150:14,18 | degrees 18:19 | | creditor 42:15 | 52:4,4 63:16 | 152:24 155:15 | delaware 176:14 | | 47:14 81:5,13,16 | 132:18 155:17 | 156:6,23 167:6 | delayed 14:19 | | creditor's 2:13 5:8 | 169:21 182:22,23 | 168:5,25 169:19 | department 19:22 | | 165:17 | 185:2 186:19 | 171:16 172:2,14 | 19:22 20:7 22:2 | | creditors 20:19,19 | 188:19 | 172:19 174:12,19 | 64:23 | | 21:9 67:2 86:16 | days 14:25 72:11 | 178:14 180:11,14 | depend 52:11 | | 86:23 171:6 | 75:12,19,21 82:17 | 180:16,24 181:4 | depending 42:8 | | crises 52:7 | 82:21 83:22 92:23 | 183:3 184:11 | 51:23 78:24 79:4 | | cross 138:8 | 145:4 183:22,24 | debtor's 38:23 | 158:19 | | crosschecked | deadline 81:10,13 | 47:25 48:18 49:2 | depends 78:18 | | 136:22 | deal 80:6 | 58:9,11,13 62:4,18 | 168:12 171:25 | | cumulative 69:7 | debt 167:22,23,24 | 63:4 74:20 79:8 | depicted 136:24 | | 134:17,18 | debtor 1:7 5:5 | 79:20 87:15,25 | deposition 1:14 | | curious 88:14 | 16:9,13,15,20,23 | 106:15 108:10,19 | 3:12,17,23 6:22,25 | | current 88:17 | 20:11 21:5,6 | 108:22 111:16 | 7:6 10:16,24 | | 118:20 | 25:16,22 36:15 | 123:20 141:23 | 11:22 13:4,21 | | currently 18:21 | 37:11,20,25 38:3,9 | 144:10 164:9 | 14:23 15:7,17 | | 88:7 122:9 134:16 | 38:22 39:15 42:16 | 166:9,19 167:15 | 16:5,10,11 27:25 | | 171:21 | 45:13 52:14,25 | 171:20 172:16 | 28:20 41:12 45:23 | | cycle 155:6,10 | 54:19,25 57:10,10 | 175:19 187:8 | 49:21 137:20 | | d | 57:12 58:16 62:15 | debtors 20:18 42:4 | 187:5 | | d 81:14 109:22 | 70:22,22 76:6,8,12 | 48:6 | depositions 40:14 | | 128:3 186:2 | 76:21 77:3 78:19 | december 74:24 | deposits 42:9 | | 187:17 | 79:23,25 80:4 | 77:7 161:18 | describe 46:17 | | data 162:5,7 | 82:8 84:12,14 | decide 103:10 | 58:20 155:8 | | date 1:10,16 10:18 | 88:23 94:4 101:8 | decision 37:12 | described 70:14 | | 32:19 35:13 44:20 | 101:11,16 108:16 | 39:12 87:14 | 103:21 104:10 | | | 111:18 113:18 | 102:13 141:4 | 128:5 136:2 | | 48:4 67:19,20 71:4 75:12 86:3 | 114:3 115:15,21 | declaration 62:19 | 142:10 169:25 | | 87:20 93:15 111:9 | 116:5,6,10,12 | declared 40:18 | description 114:7 | | | 117:7 118:5,14,16 | deductible 78:2 | 138:11 187:4 | | 129:12 131:17 | 118:24 120:15,16 | 79:2,7 | | | 137:15 139:25 | | | |

## **[descriptions - due]**

| descriptions | 70:16,25 91:6,8 | 106:10,21 126:11 | 109:7,12 129:5,8 | |-----------------------|----------------------|-----------------------|----------------------| | 136:10 | 92:11,15 | 139:13 143:13 | 182:25 | | designated 12:2,7 | direct 29:10,16 | 155:22 165:10 | dog 103:13 | | designation | 105:20 130:2 | discussions 43:13 | dogs 89:12 | | 165:23,25 | directed 28:10 | 43:15 106:5 | doing 7:18 22:18 | | detail 145:8 | 88:23 182:3 | 113:11 137:21 | 51:8 60:2 61:19 | | 160:19,23 | directly 104:15 | dismissed 70:12 | 61:21 78:17 88:17 | | detailed 27:15 | 143:11 | disparity 164:8 | 91:16 157:17 | | 160:10,13 | director 51:4,4 | displayed 161:4 | 162:13 176:6 | | details 135:24 | disagree 81:17,19 | dispute 28:3 29:19 | 182:13 | | 163:6,18 | 170:3,4 | 29:20 130:6 | doj 161:10 | | determination | disbursed 155:16 | distinct 74:5,14 | dollar 154:14 | | 38:5 39:3,12 | disbursement 62:9 | distribution 136:8 | dollars 96:5 | | 87:17 101:10 | 72:5 117:17 | 136:14 138:13 | 125:15 126:8 | | 137:5 | disbursements | distributions | 132:21,22 133:23 | | determine 87:13 | 52:17 54:4,15,16 | 139:6 | 133:24 146:20 | | 156:3 | 54:24 63:16,20 | district 1:2 3:20 | 154:12 159:16,16 | | determined 72:25 | 67:2 68:22 73:2 | divided 141:13 | 159:18 164:12 | | determining | 77:14 86:19 91:14 | division 1:3 3:21 | 177:2 183:24,25 | | 178:15 | 91:15 92:15 137:8 | docket 48:10 | double 73:2 | | develop 67:5 | 157:10 184:16 | 93:19 97:7 100:20 | 110:18 134:23 | | developed 183:20 | disclaimers | 111:6 131:24 | doubt 114:20 | | developing 87:24 | 111:15 | document 10:20 | draft 88:7 98:14 | | development 86:7 | disclose 46:21 | 32:14,15 33:3 | 107:23 114:19,20 | | difference 38:8 | 83:9,16 | 35:9,16 48:6,12,15 | 126:13 130:15 | | 41:23 108:6 | disclosed 84:6 | 48:23,24 55:12 | 136:17 140:24 | | different 41:21 | 161:4,5 | 93:18,21 94:11 | 141:16 142:15 | | 42:18 51:22 52:2 | disclosing 29:7 | 96:25 100:20 | drafted 31:19 | | 77:21 80:5 108:2 | 118:22 182:14 | 101:19 105:19 | 43:11,16 112:25 | | 108:3,16 144:18 | disclosure 68:25 | 107:21 109:4 | drafter 138:17 | | differing 51:22 | discovery 40:13 | 111:5,11 112:9,21 | drafting 31:22 | | difilippo 2:22 4:2 | discreet 89:4 | 127:18 128:25 | 46:2,5 98:13 | | digit 110:15,15 | discuss 8:13 | 131:24,25 135:10 | 103:10 105:22 | | digital 120:19 | 147:19 | 140:9 141:21 | 112:11 124:5 | | diligence 179:8 | discussed 85:23 | 146:10 147:16,19 | drafts 32:4 62:21 | | dip 14:9 28:24 | 94:5 98:20 106:19 | 147:21 154:22 | driving 161:24 | | 54:20 61:22 62:14 | 127:15 130:4 | 155:3 | 172:13,14 | | 63:19,23 64:2,4,10 | 143:7 | documents 13:9 | drop 41:10 | | 64:16 65:3,11,15 | discussing 132:3 | 13:13,16,17,23 | due 44:23 45:7 | | 65:19,22,24 66:3,6 | discussion 11:17 | 27:22 57:8,15,16 | 55:3 69:11 70:19 | | 66:15 68:2,20 | 15:24 99:15 | 57:20 105:11 | 75:7 81:22 179:8 | | | | | |

**[dues - exactly]**

| dues 107:10 | effectuating 63:20 | engagement 23:5 | essentially 61:2 | |-----------------------|------------------------|-----------------------|----------------------| | duly 5:22 186:5 | 91:14 | 23:7 24:2,10,19 | 158:14 | | 188:10 | efficient 53:8 | 25:6 26:4,11 | establish 62:2 | | duties 41:20 43:2 | efficiently 52:5 | 30:12,14 31:16,22 | 81:21 156:17 | | 43:20,21 50:24 | eight 166:3 | 32:5 34:9 36:5,9 | established 74:13 | | 55:6 91:25 93:4 | either 42:17 81:5 | 40:5 43:12 44:2 | estate 42:20 53:4 | | e | 101:9 103:16 | 45:2 46:3,5 50:15 | 54:21 62:25 68:25 | | | 104:22 110:17 | 51:25 52:2 55:15 | 70:24 73:17 74:3 | | e 2:2,2 5:21 6:5 | elapsed 39:11 | 55:16 84:15,19 | 74:14,14,18,21,23 | | 13:11,23 14:2,4 | elect 74:25 75:2,13 | 171:10 180:2 | 74:23 76:9,10,14 | | 15:20 26:9,13,13 | 75:18 | engagements | 77:20,24 78:19 | | 27:9,10 30:19 | election 19:18 | 166:17 177:16 | 79:24 80:4,7,8,10 | | 32:17 34:3 35:11 | electricity 107:11 | english 127:13 | 81:23 83:3 94:22 | | 35:19 37:18 38:6 | electronic 15:19 | 174:21 | 107:6 113:19,22 | | 39:7,9 41:17 | electronics 100:24 | ensure 73:12 | 114:4 147:6 157:2 | | 49:22 59:11 81:14 | 119:17 | 136:23 | 175:9,11 181:10 | | 99:19 104:23,24 | eliminate 131:13 | entire 79:14,14,18 | estate's 87:25 | | 106:9 112:24 | 150:21 | entirely 79:6 | estates 74:4 | | 117:5 129:9,10,15 | eliminated 150:20 | 138:23 139:6 | estimate 105:21 | | 129:17,24 130:11 | 150:22 | 157:10 172:9 | estimated 71:13 | | 131:15 132:22 | emphatically | entities 42:3 | 106:12 | | 139:23 141:2 | 181:2 183:7 | 179:19 | estimates 73:11 | | 147:9 151:13 | empirical 154:9 | entitled 1:16 48:6 | estimating 73:7 | | 152:9 155:16,25 | employ 14:8 38:21 | entity 74:5 103:15 | etcetera 97:14 | | 160:18 162:19 | 48:8,19 49:3 | 114:24 119:25 | 120:5 | | 163:8 169:4 | | | | | 173:15 180:8,10 | 90:11,17 168:6 | 126:22 154:14 | evaluation 114:13 | | 180:19,22 181:21 | employed 18:21 | 183:10,10 184:4 | event 68:2 | | 181:25 182:2,4 | 36:15 37:11,20 | entries 148:7,16 | events 103:21 | | 186:2 187:2,6,7,11 | 38:9,11,16 90:14 | equitable 113:15 | 104:10 | | 187:12,13,14,17 | 91:25 | erroneous 125:23 | everybody 60:21 | | 188:2,2 | employee 28:17 | 159:11 | 75:9 93:7 156:8 | | earlier 68:10 94:5 | employees 28:22 | erroneously 125:5 | 175:18 | | 100:7 | 29:2,5 42:5,23 | 125:14 | everybody's 45:2 | | easy 73:2 | 50:20 182:11 | error 110:22 | 69:8 | | edits 135:15,16 | employment 38:14 | 161:7 184:13 | everyone's 46:2 | | 140:23 | 89:7,8 | errors 136:4 | 147:3 162:15 | | educated 155:22 | endeavor 124:10 | escrow 91:7,20,21 | evidence 87:11 | | education 17:18 | ended 183:23 | 91:22,24 | exactly 53:7 58:9 | | educational 17:3 | engaged 20:11,15 | esq 2:5,6,6,10,15 | 115:4 117:4 | | effectively 38:4 | 20:16 24:23 166:6 | 2:19 | 130:22 159:13 | | | 179:10 | | 181:25 | | | | | |

**[examination - file]**

| examination 5:25 | expectation | expose 27:21 | fear 28:5,6 | |-----------------------|-----------------------|-----------------------|-----------------------| | | | | | | 100:2 103:4 | 106:22 | extent 22:12 60:5 | feasibility 86:8 | | 153:10 154:16 | expected 33:5,13 | 65:4 78:3 83:8 | 87:3,7,9 | | 165:14 185:9 | 123:20 | 113:6 137:12 | feasible 87:16 | | 187:18 188:9,11 | expense 136:18 | 143:17,18 146:23 | february 45:8 | | examined 5:24 | 159:8 | extra 100:21 | 63:14 69:3 72:9,9 | | example 101:3 | expenses 71:13 | 110:15 162:10 | 77:6 122:22 125:4 | | excel 109:3 163:20 | 72:4 77:15,17,18 | f | 129:22 132:17 | | excess 169:2 | 78:23,25 79:7 | f 81:14 109:17,18 | 133:11,12,25 | | exchanges 181:25 | 105:22 106:12,16 | 188:2 | 134:3 140:14,14 | | excluded 160:4 | 106:23,23 107:2,3 | fa 41:19 | 152:22,23 154:21 | | excluding 125:21 | 107:9,15 108:10 | face 102:24 | 154:21 155:10,11 | | excuse 11:10 | 108:15,20,23 | fact 115:25 182:21 | 156:15,17 159:9,9 | | 51:14 123:16 | 117:6 123:2 | facts 15:24 60:5 | 159:19,23 160:7 | | 126:12 137:22 | 124:11 129:22 | 99:10,13 113:9 | federal 11:2 19:17 | | 153:14 174:23 | 130:9 133:5,15 | 114:8 146:15 | 19:18 73:17 76:12 | | exhibit 7:7 10:14 | 134:10 136:24 | 147:4 | 79:14,16,18 | | 10:17 32:14,18,21 | 140:13 147:7 | factually 150:15 | fee 73:13 123:3 | | 35:8,12 41:6 43:6 | 148:7,16 149:17 | fair 42:25 53:16 | 157:7,8,9 | | 47:24 48:3 91:4 | 149:24 152:21 | 59:20,23 60:22 | feel 48:11 67:3 | | 93:12,14 111:4,8 | 183:4,11,12,22 | 72:16 78:15 84:21 | feeling 41:18 | | 128:24 129:11 | 184:5 | 88:24 94:19 96:9 | 142:2 178:22 | | 131:7,16,21 | experience 7:21 | 97:19 103:20 | fees 33:18 53:9 | | 133:16 134:7 | 20:24,25 64:4,7 | 104:6 106:13 | 54:24 62:6 68:2 | | 135:11,14,18 | 82:3 164:4,6 | 130:13 134:20 | 69:8,11 70:21 | | 136:18 139:24 | 177:16 | 136:21 145:12 | 72:24 77:18,25 | | 140:7 141:17 | expert 22:19,19 | 160:9 | 156:4,24 163:3 | | 142:15 144:14 | 40:11,19 41:2 | fairly 44:8 | 175:4,8 | | 147:10,15 159:7 | 91:12 165:20 | familiar 7:23 | felt 132:24 | | 182:6 187:3,3,5,6 | 166:16 | 12:10 89:21 | fiduciaries 20:17 | | 187:7,8,9,10,11,12 | expertise 166:6,17 | family 19:15 58:8 | figure 136:5 | | 187:13,14 | expired 69:15 | 103:13 118:9 | 155:19 | | exhibits 187:3,15 | explain 36:24 | 129:8 132:16 | figured 160:23 | | existed 101:23 | 41:22 70:2 82:13 | 143:18 | 162:16 | | 179:12 | 108:5 132:8 148:6 | far 6:21 67:14 | file 29:5 38:15,20 | | existence 57:7 | 150:8 159:12 | 171:21 173:12 | 40:11 52:25 53:3 | | 143:17 | explained 37:15 | fast 139:17 | 74:8,16 75:6 76:6 | | exists 172:7 | explanation | father 118:18 | 76:11,11,16 77:23 | | expect 51:7,19 | 144:15 | 143:20 | 78:14 81:5,7,16,20 | | 175:16 | explicit 66:2 | fault 73:8 | 89:6 137:22 | | | | | 163:11 175:21 |

**[filed - francis]**

| filed 3:19 13:9 | 179:6,18 | flows 62:23 87:13 | 112:22 113:24 | |------------------------|----------------------|-----------------------|-----------------------| | 28:24 42:7,8,9 | financially 4:8 | fluid 104:20 | 118:4 122:18 | | 45:3 48:10 49:7 | 87:16 | flynn 13:7 30:18 | 125:3,14,16 126:3 | | 55:22 62:19 63:14 | financing 14:10 | 45:6,16 49:15,16 | 127:7 130:16 | | 68:12 69:23 75:8 | 28:25 54:20 | 50:5 56:4,24 | 132:11 133:18,22 | | 75:24 76:5 84:4 | find 40:10 117:25 | 112:17 129:18,19 | 134:15 135:3 | | 93:19 100:10 | 156:18 | 149:15,19 150:2 | 141:18 148:20 | | 111:5 122:22 | finish 8:19 | 150:24 151:11,14 | 149:7 152:11 | | 125:4,14,18 | finished 54:11 | 181:18 | 156:13 157:20 | | 131:24 135:3 | firm 4:3,5 21:24 | flynn's 46:10 50:7 | 166:12,22 170:12 | | 160:21 161:23 | 22:13 24:16 39:18 | 151:8 | 170:22 177:25 | | 167:4 168:16 | 40:3,25 51:5 | focused 44:20 | 187:9 | | 181:12 | 52:15 56:2,15 | focusing 46:6 | forms 98:16 | | files 80:10 | 112:15 139:14,14 | 108:18 | forth 101:7 112:13 | | filing 32:24 61:11 | 156:2 172:13 | folks 15:15 25:6 | 188:10 | | 63:12 73:23 75:12 | 176:9 | 29:24 30:10,14 | forward 63:17 | | 82:17 92:23 96:9 | firms 62:7 134:7 | 49:14,24 129:21 | 68:17 69:6 75:14 | | 96:12 98:23 | first 5:22 16:18 | follow 164:18 | 108:13 134:19 | | 113:23 132:3,6,18 | 19:3 21:23 43:16 | following 44:25,25 | 157:4 163:3 | | 138:2 | 43:22 44:6,9,21,24 | 148:7,15 | found 133:22 | | filings 56:7 73:18 | 45:14,25 46:24 | follows 5:24 | 145:3 146:14,18 | | final 62:22 87:17 | 47:8 51:13,14,14 | food 119:3 | 150:15,17 182:24 | | 133:15,24 135:17 | 51:15 55:17,18 | fool 178:19 | four 15:12 19:2,3 | | 135:21 136:3 | 69:23 73:9 75:19 | foregoing 186:8 | 19:23 21:18 82:23 | | 137:24 140:12,20 | 89:3 93:25 94:14 | foreseeable 124:22 | 161:22 165:25 | | 140:22 141:4 | 105:3 112:3 | forget 102:19 | foxboro 6:9 | | 144:8 159:8 | 122:21 129:23 | forgot 11:10 | frame 34:25 | | 183:21,21 | 130:25 139:10 | form 22:16 34:10 | 118:23 146:23 | | finally 46:13 | 149:14 161:13,14 | 37:16 39:5 54:5 | 154:5 | | 162:16 | 162:3 180:9 186:5 | 57:22 58:18 62:10 | francis 25:18,23 | | finances 61:12 | fit 89:13 | 64:14 66:13 72:6 | 26:2,10 30:2,6,7 | | 63:12,15 | fitting 101:4 | 72:21 77:4 78:21 | 31:4,8 32:9 56:17 | | financial 14:5 21:4 | five 39:10 128:2 | 80:25,25 81:2,3 | 57:3 59:3,5,18 | | 21:6 22:15 34:7 | 128:15 141:8 | 84:25 88:3 91:9 | 99:2,7 102:11,20 | | 36:23 37:6 39:8 | 161:22 | 92:2 93:5,13 94:2 | 102:21 103:17 | | 40:20 41:20 42:25 | fix 161:7 184:13 | 94:21 95:9 96:10 | 104:12,15 105:4 | | 48:9,20 49:4 54:6 | flavors 17:15 | 98:13,14,15,19 | 105:14 106:7 | | 55:20 62:4,5 | floor 2:4 | 102:8 103:24 | 109:25 112:15 | | 64:22 111:17 | flow 61:10 62:13 | 104:13 106:18 | 124:2 129:19 | | 112:5 166:10,19 | 62:13 69:21 86:18 | 108:21 109:15 | 135:23 139:8 | | 168:3 178:14 | | 110:20 111:22 | 143:13 148:4,12 | | | | | |

## **[francis - hampshire]**

| 152:9,13 156:3 | general 88:21 | god 47:14 | golden 2:17 5:16 | |----------------------------|-----------------------|--------------------|-------------------------------------| | 157:16 180:9,18 | 100:15 155:8 | goes 7:18 43:19 | 26:18 27:17,18 | | frankly 33:12 | 163:9 | 79:5 101:6 124:18 | 28:7,10,14,17,23 | | 150:12 | generally 13:25 | 156:22 | 29:6 57:23 58:3 | | fraudulent 82:10 | 18:24 21:19 22:8 | going 3:3 10:13 | 179:6,9,12,24 | | 82:20 171:18 | 24:2 25:5 36:24 | 32:12 35:7,8 | 180:5,6,7,10,15,20 | | free 48:11 | 44:12 50:24 55:2 | 36:14 37:5,10,19 | 181:16,20 182:9 | | frequently 39:20 | 55:14 57:4 66:3 | 37:24 39:15 40:8 | 182:15,19,19 | | 40:2,5 42:15 | 66:23 70:2 73:8 | 40:10,10 41:9 | 183:4,8 184:6 | | 64:25 73:5 | 74:24 80:23 82:14 | 44:9 45:5,20 47:3 | goldman 2:15 5:6 | | front 15:9 44:18 | 90:12 109:10 | 47:23 52:3,12,22 | 5:6 6:20 7:10 27:3 | | 162:23 180:23 | 110:10 115:6 | 53:7,13 54:2,3,7,8 | 28:4 29:8 85:14 | | fuel 163:24 | getting 49:23 | 54:9 59:2 68:17 | 164:17,23,24 | | full 19:8 73:10 | 86:23 135:20 | 68:18,19,21 69:5,6 | 165:15,16 184:22 | | fully 12:20 | 137:21 176:4,8 | 69:24 70:19 73:23 | 185:3 187:21 | | function 87:24 | 179:21 | 76:8,18,19 77:6,9 | golf 123:4 | | fund 2:4 4:20 6:14 | gettr 120:21 | 78:22,23 80:5,15 | good 3:2 6:10 44:8 | | 10:24 | give 10:6 14:25 | 85:8,14 87:2,3 | 165:16 | | funding 127:23 | 147:24 152:20 | 89:5 91:18 92:20 | goods 100:25 | | 128:17 184:5 | 153:2 161:6 | 92:23 93:8,11 | 119:16,19 | | funds 70:17 | 164:25 | 96:24 106:24 | graduate 18:18,19 | | 108:12 130:23 | given 105:14 | 107:12,18 108:13 | graduated 17:4,6 | | 138:12 155:16 | 131:22 134:25 | 111:3 115:4 | gratuitous 37:7,8 | | 175:23 | 182:11 185:6 | 118:22 123:9,10 | great 164:8 | | furnishings | 186:10 188:12 | 123:13,23 124:12 | greenwich 113:20 | | 100:25 | gives 75:11 | 124:13,14,17 | 123:9,14 150:13 | | further 163:5 | glasses 11:11 | 128:23 129:15,23 | 152:16 153:16,24 | | 184:23 186:8 | global 14:6,7 | 131:19 134:19 | group 26:14 113:3 | | 188:13 | 51:10,11 111:7,14 | 139:15,16 143:6 | 143:7 144:8 153:8 | | future 69:23 78:4 | 111:24 187:10 | 147:14 149:2 | gtv 120:20 | | 78:5,8,12,20 85:3 | go 3:14 7:22 11:12 | 151:22 155:18,18 | guess 15:8,12 19:3 | | 86:19 87:13 | 28:2 38:12,13 | 155:19,20 156:15 | 77:5 127:2,3,6 | | 124:22 157:18 | 40:13 44:17 53:6 | 156:16,18 157:22 | 149:8 | | g | 54:19 90:18 | 157:22,24 158:2,6 | guessing 66:8 | | | 103:25 107:5 | 158:12,21,23 | guidance 161:6 | | g 5:21 | 111:23 114:4 | 159:3 161:5 163:3 | guy 170:24 | | garbage 61:3,3,5,6 | 122:3,20 124:18 | 163:14 168:21 | h | | gas 107:12 | 139:15,16,19 | 169:16,18 170:25 | | | gasoline 117:9 | 144:7 156:21,22 | 171:5,11 175:10 | h 23:16 187:2 | | gathered 29:4 123:17 | 164:21 176:25 | 175:23,25 177:8 | half 93:7 hampshire 176:16 | | | 183:20 | 181:9 | 176:24 | | | | | |

**[hand - increase]**

| hand 27:24 32:12 | 174:15 | hoping 148:25 | 116:25 117:18 | |----------------------|------------------------|---------------------------------|----------------------| | 34:22 47:23 93:11 | hearings 46:15 | 149:3 175:6 177:8 | 118:9 123:2,5 | | 110:9 111:3 | 51:13 | hospital 122:4 | 173:13 | | 117:21 128:23 | heat 107:11 | hot 59:12 | immediately 44:25 | | 130:22 131:20 | held 1:17 3:23 | hotel 114:17 | impair 9:25 | | 146:7 188:19 | 11:17 23:2 165:10 | hour 15:13 | important 8:18 | | handing 147:14 | help 24:13 46:7 | hours 15:11,11 | 75:3 132:24 168:6 | | happen 47:13 52:3 | 57:7 137:4 | 39:10 67:21 | 172:11 174:7 | | 52:12 69:3 89:12 | helped 137:9 | 164:19 166:2 | inadvertent 133:6 | | 89:13 162:17 | helpful 14:14 | house 101:25 | 134:6,22 | | happens 80:3 | 38:25 137:4 138:8 | 149:17 | inadvertently | | 81:15 82:22 | helping 100:9 | household 97:25 | 125:12 132:16 | | 178:11,12 | helps 169:11 | 100:24 101:4,15 | 133:21 134:2 | | harassed 143:15 | hereinbefore | 102:5 119:16,19 | inappropriate | | harassment 27:21 | 186:11 188:10 | housekeeping | 29:9,16 | | 28:5,6 | hereunto 188:18 | 144:20,23 | include 22:18 | | harbach 2:6 4:21 | hey 163:14,24 | huh 8:25 | 80:11 94:16 | | 4:21 23:12 41:13 | high 17:3,5 19:10 | human 110:21 | 107:14 122:15 | | 59:13 85:16 99:20 | 19:24 94:14 | hundred 64:9 | included 65:14 | | 99:25 100:3,5 | hill 179:24 180:5 | 138:21 139:4 | 125:15 132:23 | | 103:2 147:24 | hire 80:5 | 141:13 142:22 | 133:19 134:2,5,13 | | 152:5 153:11 | hired 90:5 | 143:6,24 144:2 | 134:23 137:14 | | 165:6 180:6 | hiring 40:25 | 146:20 168:15 | 150:25 151:25 | | 187:19,20 | history 17:3 | husband 141:12 | 159:11,17 160:11 | | hard 127:12 | hit 162:7 | 142:8 145:14 | includes 19:6 | | haven 2:18 116:2 | hits 73:7 | i | 61:23 62:12 | | 116:15 | ho 1:5 2:9 3:18 5:5 | | including 39:22 | | hazard 15:8 | 11:6 94:4 111:18 | idea 7:19 44:8 | 40:14 61:11 70:24 | | hch 152:22 | hold 18:11,18 | 67:23 90:17 | 86:7 115:16 | | head 8:24 155:4 | 36:14 37:10,19 | 126:24 151:20 identification | inclusion 125:24 | | heading 11:22 | holding 114:25 | 10:17 32:19 35:13 | income 52:25 53:3 | | health 121:18,22 | home 6:7 107:8,9 | 48:3 93:15 111:9 | 53:5 62:15 63:5,9 | | 121:24 122:2,8 | 118:19,25 | 129:12 131:17 | 73:17,24 74:16,17 | | hear 127:13 | homeowner's | 139:25 147:11 | 74:20 76:15,17,22 | | 171:14 | 154:10 | identified 7:12 | 77:8,11,12 78:8 | | heard 45:24 82:21 | homeowners | 103:22 104:8 | 79:20 87:25 125:5 | | 104:15 127:15,17 | 107:7 | 134:7 181:23 | 125:16,21 | | 182:9 | homes 119:5 154:8 | identity 26:18 | incorrect 125:18 | | hearing 45:17 | honestly 12:21 | 27:23 28:16 74:8 | increase 141:8 | | 46:14 47:9 51:15 | hope 64:3 100:22 | imagine 54:18 | 142:12,17 145:24 | | 123:18,19 127:18 | 159:4 171:2 | 61:25 66:22 | | | | | | |

Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 315 of

567

**[increased - issues]**

| increased 142:14 | 139:7,12 145:2 | 122:2,8 146:4,12 | investigated | |-----------------------|-----------------------|------------------------|-----------------------| | 144:13 | 146:10 152:10 | 146:19 148:8,17 | 101:22 110:11,24 | | increasing 141:10 | 153:3 155:13,14 | 150:3,4,11,12,16 | investigation 40:7 | | 143:23 145:10 | 156:20 157:14 | 150:17 152:15 | 40:9,22 59:16 | | incurred 142:6 | 158:20 174:4 | 153:24 154:7,10 | 63:8 95:7 97:22 | | 177:7 | 176:3 177:22 | 158:21,22 | 102:9 108:24 | | independent 63:8 | 183:19,19 184:9 | intellectual 120:7 | 115:6,18 119:14 | | 95:6 97:21 114:10 | informed 44:2 | 120:13,15,18 | 119:22 128:11 | | 119:13 122:5 | 99:13 103:16,18 | intend 171:24 | 157:18 158:9 | | 123:19 128:7 | 103:19 104:16 | intended 32:25 | 179:15 183:15 | | 152:10 | 180:11 | 34:19 40:4,6 62:7 | investigations | | indicate 7:2 | informs 127:5 | 89:15 110:20 | 114:11 | | indicating 135:12 | initial 140:23 | 125:19 | investment 177:4 | | 137:18 152:6 | 141:20,21 | interact 16:23 | 177:6 | | 161:19 162:11 | initiated 25:12 | 22:3 | invoice 158:8 | | individual 21:8 | input 43:21 59:6 | interaction 146:17 | involved 20:7 | | 24:15 41:2,19,23 | 72:22 114:22 | interactions 15:2 | 31:21 49:15,17,20 | | 43:4 70:4 74:3,4,6 | inputting 162:4 | interest 20:22 | 50:21 52:24 53:4 | | 74:15,15,16,17 | inquire 153:23 | 53:11 77:20 80:3 | 55:24 56:6,20 | | 75:23 77:2,19 | inquiries 51:16 | 87:12 113:16 | 57:24 59:7 65:10 | | 164:4,11 183:23 | inquiry 161:9 | 119:10 120:7,18 | 65:18 90:9 100:8 | | individual's 27:20 | 163:16 | 121:16 147:5 | 101:13 105:22 | | individually 79:24 | insiders 82:19 | interested 4:9 | 109:6,9 132:4 | | individuals 19:5 | insolvency 17:24 | 22:15 41:17 49:10 | 178:7 179:21 | | 42:19 57:8 85:5 | 18:5,6 19:4 21:24 | 151:3 178:4 | involvement 115:9 | | 158:16 | 165:19 166:16 | 188:16 | iphone 103:11 | | industry 60:17,21 | instance 62:3 89:9 | interests 101:11 | irrespective 70:19 | | inform 124:3 | 138:15 | 115:13 | irs 76:19 89:10 | | information 12:20 | instances 40:19 | interfere 3:11 10:5 | irve 2:15 5:6 | | 22:16 24:16 29:3 | 164:6 | interference 3:9 | 164:24 165:16 | | 29:7 30:22,24 | institutions 64:23 | internal 25:6 | island 176:15,21 | | 31:3,9,12 58:10 | instructed 43:7,9 | 80:14 | issue 27:23 73:6 | | 59:6,16 69:24 | instructing 26:21 | internally 13:10 | 75:10 82:23 | | 85:7 94:4 98:11 | 26:23 27:12 | interpreter 127:14 | 124:23,23 150:5 | | 99:11,17 104:11 | instruction 29:10 | interrelated 113:7 | issued 54:7 | | 105:3,7,12 110:6 | instructor 18:5 | interrupt 41:8 | issues 18:3 27:24 | | 116:9 124:10,14 | instructs 9:21 | introduce 174:16 | 40:24 44:8 52:6 | | 124:16,20 127:5 | insufficient 8:25 | investigate 102:14 | 53:15 72:3 110:11 | | 133:2 135:2 | insurance 69:14 | 105:17 110:25 | 147:20 174:6 | | | | | | | 136:13 137:3,12 | 107:8 117:10 | 113:10 124:17 | 182:12 | | 137:19 138:3,7 | 121:17,18,22,24 | 168:19 | |

## **[item - know]**

| item 55:5 61:16,20 | 36:1 37:1 38:1 | 149:1 150:1 151:1 | keypunch 98:19 | |------------------------|--------------------|---------------------|---------------------| | 63:11,18 64:13 | 39:1 40:1 41:1 | 152:1 153:1 154:1 | keypunched 98:16 | | 66:12 68:6,16 | 42:1 43:1 44:1 | 155:1 156:1 157:1 | kids 118:15 | | 73:15,20 80:16,21 | 45:1 46:1 47:1,24 | 158:1 159:1 160:1 | 138:25 | | 82:7 83:6,19 | 48:1,2,11,25 49:1 | 161:1 162:1 163:1 | kind 20:22 88:24 | | 84:11,24 85:18,22 | 50:1 51:1 52:1 | 164:1 165:1 166:1 | 116:17 118:17 | | 86:2,6 87:7,21 | 53:1 54:1 55:1 | 167:1 168:1 169:1 | 122:12 134:22 | | 88:15,20 89:19 | 56:1 57:1 58:1 | 170:1 171:1 172:1 | kings 188:4 | | 91:5 92:19 94:14 | 59:1 60:1 61:1 | 173:1 174:1 175:1 | knew 45:20 105:6 | | 94:15,16 95:4,7,23 | 62:1 63:1 64:1 | 176:1 177:1 178:1 | 113:9 178:16,18 | | 95:24 96:2 97:11 | 65:1 66:1 67:1 | 179:1 180:1 181:1 | 182:22 | | 97:13 103:11,12 | 68:1 69:1 70:1 | 182:1 183:1 184:1 | know 7:16 9:10 | | 103:13,14 104:2,2 | 71:1 72:1 73:1 | 185:1,7 186:15 | 22:4 30:12 31:7 | | 111:20 113:17 | 74:1 75:1 76:1 | 187:3 | 31:17 33:19 34:13 | | 127:22 142:14 | 77:1 78:1 79:1 | jam 1:6 | 34:18 36:7 38:16 | | 144:12,20 146:12 | 80:1 81:1 82:1 | january 161:18 | 38:16,22 39:13 | | 152:4 | 83:1 84:1 85:1 | jo 13:8 31:25 | 41:4 43:18 47:3 | | items 89:16 96:21 | 86:1 87:1 88:1 | 49:16 50:9 56:5 | 50:3 52:3,21,22 | | 97:24,24,25 98:7 | 89:1 90:1 91:1 | 56:24 112:17 | 53:9 57:23 58:2,3 | | 99:12 101:3,12,15 | 92:1 93:1,12,14,22 | joint 86:13 | 58:12 60:4,9,25 | | 102:5,22 103:22 | 94:1 95:1 96:1 | jon 2:22 | 62:21 64:9 65:16 | | 107:13 119:16,18 | 97:1 98:1 99:1 | jonathan 4:2 | 66:3,5,23,24 67:6 | | 119:23 121:8,11 | 100:1 101:1 102:1 | judge 29:9,13 | 72:19,23 76:7,17 | | 132:7 136:19,25 | 103:1 104:1 105:1 | 87:16 | 77:7,10,12,13 | | 137:13 160:11 | 106:1 107:1 108:1 | judges 22:14 | 79:10,12,13 80:14 | | 163:6,19 | 109:1 110:1 111:1 | judgment 37:22 | 83:23 84:5,10 | | j | 111:4,8 112:1 | 102:4 136:15 | 86:14 89:9,11,20 | | j 2:10,15 5:21 6:5 | 113:1 114:1 115:1 | june 17:9 | 89:25 90:4 103:25 | | jalbert 1:15 3:1,18 | 116:1 117:1 118:1 | justice 64:23 | 104:3,4 107:10 | | 4:1 5:1 6:1,5,14 | 119:1 120:1 121:1 | justify 148:15 | 109:19 111:24 | | 7:1 8:1 9:1 10:1 | 122:1 123:1 124:1 | k | 115:3 116:3,3,4,5 | | 10:14,16,19 11:1 | 125:1 126:1 127:1 | keep 41:2 52:16 | 116:5,14,17 117:8 | | 12:1 13:1 14:1 | 128:1,24 129:1,11 | 59:14 107:12 | 117:8,10,20 118:7 | | 15:1 16:1 17:1 | 129:14 130:1 | 124:17 | 120:21 121:13 | | 18:1 19:1 20:1 | 131:1,16,20 132:1 | keeping 42:11 | 122:23,24 123:3 | | 21:1 22:1 23:1 | 133:1 134:1 135:1 | keith 20:6 | 125:8,13,20 | | | 136:1 137:1 138:1 | | 126:20 127:12 | | 24:1 25:1 26:1 | 139:1,24 140:1,7 | ken 9:17 13:6 | 145:15 150:11 | | 27:1 28:1 29:1 | 141:1 142:1 143:1 | 14:16,21,24 | 151:18,21 152:2 | | 30:1 31:1 32:1,13 | 144:1 145:1 146:1 | kenneth 2:10 5:3 | 152:13 154:7 | | 32:18 33:1 34:1 | 147:1,10,15 148:1 | kept 7:17 162:10 | 157:21 159:3,21 | | 34:23 35:1,8,12 | | | |

**[know - llp's]**

| 161:2,15 166:21 | lago 122:13 124:4 | legitimate 160:5 | liquidate 171:5 | |----------------------|----------------------|-----------------------|-----------------------| | 168:11 169:4,5,17 | 124:21 | lenaya 1:19 4:5 | liquidated 88:2 | | 170:13 171:7 | lamp 126:8,20 | 188:6,21 | list 7:17 53:6 | | 172:16,19 173:7 | 127:16,20 179:14 | lenders 20:20 21:7 | 64:22 87:6 90:4 | | 173:20,25 175:5 | 179:15,24 | lengthy 58:24 | 107:4 154:4 | | 176:2 177:3,7 | land 113:16 | letter 31:16,22 | 155:19,20 157:24 | | 179:11 181:8,9,11 | language 114:23 | 32:5 43:12 75:13 | 159:23 172:7 | | 181:22 182:5,12 | large 30:20 59:8 | 76:3 | 173:4 | | 182:18,20,21 | 78:5 | level 53:12 72:25 | listed 12:3 72:19 | | 184:7,18 | laura 2:5 4:18 | 94:14 149:23 | 108:12 111:25 | | knowing 29:4 | 6:12 103:3,6 | levels 59:5 | 114:14 122:12 | | knowledge 12:15 | law 22:13 39:18 | liabilities 30:23 | 128:3 | | 12:19 41:3 59:9 | 112:15 134:7 | 94:3 111:17 | listen 124:7 | | 62:17 63:3,4 | lawyer 43:18 46:8 | 164:10,12 | listened 123:15 | | 91:10 102:10 | 86:20 102:17 | liability 157:5,6 | listing 108:13 | | 121:15 122:7 | 113:25 138:20 | life 169:23 | 160:23 | | 123:17,20,22 | 139:14 178:23 | likelihood 82:4 | litigation 19:6 | | 126:9 127:20 | lawyer's 40:7 | limitations 111:15 | 22:4,7,11,11 40:6 | | 128:7,21 133:20 | lawyers 22:20 | limited 5:17 90:7 | 77:9 81:25 82:5 | | 140:12 152:10,20 | 25:12,14,16 39:21 | 163:9 178:17 | 85:19 88:2 127:23 | | 154:9 158:3 | 51:17 82:18 95:5 | line 5:13 44:18,18 | 128:15,17 170:19 | | 172:21 174:18 | 96:23 102:7 110:8 | 61:15,20 63:11,18 | 170:25 175:14 | | 184:15 | 125:17 126:2 | 64:12 66:12 68:5 | 178:18 | | knows 47:14 | 128:6 132:24 | 68:16 73:15,19 | little 14:19 16:25 | | kwok 1:5 2:9 3:19 | 136:16 139:14 | 80:16,21 82:7 | 21:25 24:3 46:17 | | 5:5 11:6 25:21,24 | 150:20 155:23 | 83:6,19 84:11,24 | 89:12,12 | | 32:16 35:9 94:4 | 158:3 159:2 | 85:17,22 86:2,6 | live 146:22 150:18 | | 102:6,23 103:14 | 170:18 172:22 | 87:7,21 88:15,20 | lives 118:15 | | 104:9 111:18 | 174:6 | 89:16,19 91:5 | 149:16,22 | | 119:24 122:16 | lead 51:5 | 92:19 94:14,16,22 | living 114:8 | | 129:2 138:23 | learn 30:5,7 | 95:3,7,13,15 96:2 | 129:22 133:15 | | 139:2 140:8 143:2 | leave 152:24,25 | 96:16,21 97:11 | 134:9 136:17 | | 147:17 | leaving 41:11 | 99:12 103:12,13 | 140:13 153:17 | | kwok's 30:3 | left 102:7 144:4 | 111:19 132:7 | 159:8 183:3,11,12 | | 119:10 145:17 | legal 2:22 101:8 | 136:19,25 137:13 | 184:5 | | l | 105:9 106:6 | 146:12 152:4 | llc 2:12 75:24 | | l 5:21 6:5 23:16 | 113:15 114:7,25 | 159:14,15 163:6 | 126:21 | | 186:2 | 153:8 | 163:19 | llp 1:18 2:3,4,8 | | lack 63:5 | legally 76:2 | lines 95:19 104:4 | 3:24 | | lady 119:7,10 | 168:14 | 126:18 | llp's 10:24 | | | | | | | | | | |

### **[loan - massachusetts]**

| loan 63:23 64:2 | lowey 1:15 7:9 | lynch 1:19 4:5 | major 19:3 67:2 | |-----------------------|---------------------|----------------------------------------|----------------------| | 65:11,15,19,22,25 | 10:25 13:24 15:16 | 188:6,21 | 89:15 | | 66:6,15 68:2 | 17:12 18:22,25 | m | makenzie 2:6 4:24 | | 70:16 | 20:6,10,15 21:16 | macdonald 49:19 | 34:21 146:7 | | loans 64:5,10 66:3 | 21:21 22:24 23:6 | maid 118:8 145:4 | making 73:11 | | located 3:24 101:5 | 23:18,25 24:17 | 145:4 158:24 | 101:14 102:3 | | 113:19 | 25:7 26:3 30:13 | maids 145:4 | 113:3 153:7 | | location 123:21 | 31:15 36:8,18 | mail 26:9,13,13 | 167:13 184:10,16 | | lodge 101:17 | 37:3,24 38:21 | 30:19 32:17 34:3 | manager 50:8,13 | | long 15:5 137:18 | 39:4,17 43:7 48:8 | 35:11,19 37:18 | managers 50:16 | | 139:15 160:20 | 48:20 49:4,18 | 38:6 39:7,9 41:17 | 51:19 | | 165:22 | 50:2,15,20 56:19 | 104:24 106:9 | managing 51:4 | | look 31:25 35:15 | 57:2 58:15,21 | 129:9,10,15,17,24 | 70:16 | | 40:8 48:11 82:16 | 59:15,25 61:15,19 | 130:11 131:15 | mandarin 57:18 | | 111:23 152:15 | 64:12 65:9,13 | 139:23 141:2 | 174:20 | | 174:7 178:13 | 66:10 67:13,24 | 147:9 151:13 | mar 122:13 124:4 | | looked 13:22 70:7 | 71:12,18 72:17 | 152:9 160:18 | 124:21 | | 133:16 136:14 | 73:19 76:10,25 | 162:19 169:4 | march 23:22 45:8 | | 163:21 173:22,25 | 78:16 80:20 82:4 | 173:15 180:10,19 | 72:10,10 73:6 | | 174:8 181:21 | 83:5 84:17,22 | 181:25 182:2,4 | 122:25 134:15 | | looking 14:3 22:14 | 85:25 87:20,23 | 187:6,7,11,12,13 | 137:22 155:17,18 | | 22:16 69:17 | 93:3 94:6,10 95:3 | 187:14 | 156:16,18 | | 136:17 142:15 | 96:20 97:10,16 | mails 13:11,23 | mark 7:6 35:7 | | 154:22 162:20 | 98:6 99:5 100:8 | | 131:9 | | 172:4 175:18,23 | 101:13 102:3 | 14:2,4 15:20 27:9 | marked 10:16 | | 175:24 | 109:6,11 112:16 | 27:10 49:22 59:11 | 32:13,18 35:12 | | looks 107:5 132:5 | 112:17,20 122:15 | 99:19 104:23 | 47:24 48:2 93:12 | | loose 132:7 | 124:9 125:22 | 112:24 163:8 | 93:14 111:4,8 | | lose 75:19 | 128:10 135:20 | 180:8,22 181:21 main 2:13 25:2,3 | 128:24 129:11 | | losses 78:12 | 136:22 144:21 | 163:12 | 131:7,16,20 | | lot 42:10 47:11 | 149:11 163:17 | maine 176:17,23 | 139:24 140:7 | | 68:18 69:24 | lowey's 12:15,22 | | 147:10,15 | | 104:25 112:13,14 | 44:13 55:15 67:9 | maintain 17:25 | markedly 41:20 | | 122:3 127:8 | 106:3 111:20 | 54:3 91:7 92:10 | marking 10:13 | | 168:23,24 178:18 | 112:8 134:21 | maintained | marriage 188:15 | | lots 99:13,14 | 135:16 140:23 | 156:21 | married 142:25 | | 106:21 113:10 | lp 4:20 | maintaining 63:19 | mary 13:8 31:24 | | 167:19 169:21 | lunch 123:4 | 64:16 91:5 | 49:16 56:4,24 | | 178:2,2 | luxury 115:16,23 | maintenance | 112:17 | | low 53:12 | 116:13 | 107:8 144:22 | massachusetts 6:9 | | | | 145:6 158:23 | 176:13,16,22 | | | | | |

## **[materialize - monthly]**

| materialize 52:7 | meeting 16:16,17 | met 6:11 16:13,18 | mitchell 25:17,20 | |-----------------------|---------------------|----------------------|----------------------| | materializes 60:12 | 45:14,15 46:16,25 | 16:19 30:18 58:15 | 25:25 26:10 31:4 | | materials 150:19 | 47:13 51:15 69:5 | 125:15,16 | 31:8 32:9 56:18 | | matt 45:6,15 46:9 | 116:2 123:15 | method 152:22 | 57:4 59:4,4,18 | | 49:15,15 50:4,7 | 126:13 127:10 | methodology | 99:3,8 102:11 | | 56:24 112:17 | meetings 46:19 | 111:15 | 103:17 104:12,16 | | 129:18,19 154:4 | 47:12 | mezzanine 167:23 | 105:4,13 106:7 | | 160:17 181:18 | melissa 25:18,23 | microphone 3:11 | 109:24 112:15 | | matter 1:16 3:18 | 26:2,10 30:2,6 | 165:2 | 124:2 129:18 | | 6:23 20:8 41:9 | 31:4,8 32:9 56:16 | microphones 3:6 | 135:23 139:8 | | 43:8 46:4 49:17 | 56:17 57:3 59:3,4 | middle 113:14 | 143:14 156:3 | | 50:21 51:6 53:12 | 59:10,17 99:2,7 | midnight 162:14 | 157:16 181:5 | | 67:13 76:5 81:25 | 102:11,18 103:17 | million 126:8 | mk 148:4 | | 90:9 115:25 129:2 | 104:11,15 105:4 | 154:13 164:12 | moment 62:24 | | 145:6 147:17 | 105:13 106:7 | miltenberger 2:19 | 153:12 | | 151:23 160:25 | 109:25 110:18 | 5:14,16 28:13,14 | monetize 120:24 | | 174:10 188:17 | 112:15 124:2 | 29:23 41:7,15 | money 54:21 | | matters 7:2 14:2 | 129:19 135:23 | miltenberger's | 62:14 78:4 134:18 | | 40:2 88:22 98:20 | 139:8 143:13 | 29:21 | 153:24 177:4 | | matthew 13:7 56:4 | 148:3 152:12 | mind 27:14 34:18 | monies 136:6 | | mcdonald 15:18 | 156:2 157:16 | 34:24 36:20 87:5 | monitor 92:14 | | mckenzie 131:2 | 160:16 174:5 | 99:20 164:21 | monitoring 91:13 | | meals 141:9,10 | 180:9,17 182:3 | mindy 50:9 | month 72:15 | | 144:15 | member 55:7 | mine 46:8 | 118:21 161:7 | | mean 17:16 21:9 | 172:12 | minimum 32:8 | 184:2 | | 39:24 44:23 60:14 | membership | 67:7 77:14 128:6 | monthly 45:6 | | 83:12 86:8 87:9 | 122:13,17 124:5 | minor 161:7 | 46:11 51:12 67:8 | | 96:11 110:4 | memories 113:12 | minute 11:13 33:3 | 68:7,11,18,23 69:7 | | 116:14 130:19 | memory 66:2,9 | 147:24 | 69:10,12 70:2,15 | | 138:14 149:2 | 115:22 127:8,9 | minutes 14:20 | 70:18 71:2,3,8,13 | | 175:14 177:19 | 141:20 159:17 | 89:11 | 72:3,20 105:21 | | means 8:3 82:14 | menial 170:2,7 | minutiae 89:14 | 106:12,16 107:14 | | 144:3 151:2 | mentioned 14:15 | miscommunicati | 107:22,25 108:20 | | meant 22:7 63:12 | 15:15 18:4 19:24 | 135:4 | 116:22 117:14,16 | | 159:12 | 22:23 24:11 25:23 | missed 23:11 | 118:11 122:16,21 | | media 3:16 120:19 | 29:25 49:14,19 | missing 32:2 81:9 | 123:7 124:6,11 | | 120:23,24 | 54:14 57:3,14 | 110:15 | 125:5,16 130:14 | | mediation 171:3 | 60:13 73:22 87:8 | mistake 159:24 | 130:21 132:2,25 | | medications 10:4 | 92:4 100:7 126:16 | misunderstood | 134:9,24 135:10 | | meet 16:15 45:22 | 165:18 | 56:22 | 147:8 148:7,16,24 | | 72:5 | | | 149:3,24 151:25 | | | | | |

## **[monthly - objection]**

| 154:20 155:12,15 | 116:4 138:10 | 115:25 116:15 | 136:12 141:17 | |----------------------|-----------------------|-----------------------|----------------------| | 157:11,19 160:4,8 | 173:4,8,23 174:9 | 146:22 156:13 | 145:2 153:6 | | 160:24 161:11,16 | 182:6,14 | 173:18 176:14,16 | 158:15 | | 161:17,23 162:2 | named 119:7 | 176:23 188:3,7 | numerous 44:5 | | 163:5,13,20 168:9 | names 136:22 | night 14:22 | 59:11 101:3 | | 169:7,11 184:19 | natural 107:12 | nol's 78:7 | 112:24 | | months 72:7 | nature 52:21 | nonsense 162:11 | ny 5:16 | | 161:25 183:20 | 168:13 183:16 | normal 8:17 77:19 | o | | mor 72:11 108:14 | nearly 136:3 | 179:3 | o 23:16 78:11 | | 137:22 | necessarily 83:24 | normally 109:15 | 186:2 | | mor's 170:6 | necessary 12:20 | notary 1:19 5:23 | o'melveny 1:17 | | morning 3:3 6:10 | 63:21 75:25 80:18 | 186:22 188:6 | 2:3 3:24 4:19,22 | | 14:20,22 | 85:18 93:2 100:23 | note 3:5 29:20 | 4:25 6:13 13:18 | | mortgage 77:19 | 112:7 169:21 | 35:24 41:11 | 100:5 103:7 | | mother 118:17 | need 8:23 9:9 | 145:19 | oath 4:7 7:25 | | motion 14:9 28:25 | 36:14 37:11,20 | noted 29:18 | object 129:25 | | 38:15,20 89:7 | 40:12,15,23 42:10 | notes 14:6,7,7 | objected 30:20 | | 90:10,16 168:6 | 47:4 85:9 124:19 | 51:10,11 100:9,13 | objecting 80:19 | | motions 6:24 | 127:4 143:3 156:9 | 100:14,19 101:3 | objection 12:4,24 | | 181:12 | 163:14 166:20,23 | 111:7,14,24 | 24:20 26:16 27:15 | | motor 119:5 | 169:18 170:10,15 | 112:12 113:4 | 28:24 29:22 34:10 | | motorcycles | 171:14 | 121:6 148:4 | 37:16 39:5 57:22 | | 115:17 | needed 30:22,25 | 187:10 | 58:18 61:4 64:14 | | move 75:14 | 44:2 46:7 174:4 | notice 6:22,25 7:5 | 66:13 77:4 78:21 | | moving 34:24 57:2 | needing 166:10,13 | 7:12 10:15,24 | 79:22 81:10,12 | | multi 42:22,22 | needs 167:6 | 89:10 187:5 | 84:25 88:3,8 91:9 | | multiple 19:14 | 169:19 | noticing 4:17 | 92:2 93:5 95:9 | | 42:4 76:4 | negotiated 31:14 | november 127:24 | 96:10 98:15 99:24 | | multiplied 136:7 | 31:15 | number 3:22 6:24 | 101:18 102:8 | | multiply 183:25 | negotiation 31:18 | 19:16 30:21 32:16 | 103:24 104:13 | | music 120:7,18 | 65:10 | 62:6 73:4 81:4,15 | 106:18 108:21 | | myers 1:18 2:3 | negotiations 171:3 | 93:19 96:8 100:20 | 111:22 112:22 | | 3:24 4:19,22,25 | neither 58:14 | 110:19,20 132:22 | 113:24 118:4 | | 6:13 | net 19:10,24 78:11 | 133:16,20 134:19 | 122:18 126:3 | | n | netherland 114:17 | 135:13,18 146:20 | 127:7 130:16 | | n 2:2 78:11 186:2 | 115:2 | 150:9,10 152:14 | 132:11 133:18 | | 187:17 | never 57:6 121:23 | 159:14,15 181:21 | 141:18 148:20 | | name 4:2 6:3,11 | new 1:18,18,21 2:5 | 183:22 187:4 | 149:7 152:11 | | 20:5 23:12,13,15 | 2:5,10,10,18 3:25 | numbering 97:7 | 157:20 166:12,22 | | 23:16 27:20 28:22 | 3:25 5:23 58:8 | numbers 48:23 | 170:12,22 177:25 | | 29:5 58:12 102:18 | 79:15,16 115:8,10 | 97:5 135:21 | |

## **[objections - paragraph]**

| objections 4:14 | 108:20,23 137:20 | oral 65:18 99:17 | page 7:8 11:8,21 | |----------------------|----------------------|-----------------------|---------------------| | 12:8 14:10 52:20 | 170:24 178:18 | 99:18 | 33:2,4 48:22,23,24 | | 52:22 54:8 | open 47:13 91:7 | orally 106:9 | 49:9,11 55:13,18 | | objects 9:18 | 92:10 | 160:18 | 88:20 93:25 95:18 | | obligation 91:22 | opening 63:19 | order 29:15 62:11 | 96:4,25 97:4,8 | | observer 45:20 | 64:16 91:5 | 72:23 75:3,5,8 | 105:18,20 106:11 | | obtain 12:19 | operating 41:21 | 86:9,21 105:5 | 113:13,14 115:12 | | obtained 59:17 | 41:24,25 42:11,20 | ordered 54:25 | 119:9,12,20 120:3 | | obtaining 22:15 | 42:21 43:3 45:7 | ordinarily 172:5 | 121:3 124:25 | | obviously 43:18 | 46:11 51:12 67:8 | ordinary 30:21 | 126:5,10 132:7 | | 66:18 87:17 98:17 | 68:7,11,19,23 | 62:7 70:24 156:7 | 140:19 145:20 | | 105:8 156:21 | 69:10,12 70:3,6,10 | 156:8 167:18 | 148:3 149:15 | | 163:15 173:21 | 70:15,18 71:2,4,8 | 169:22 181:7 | 151:14 152:8 | | occasion 174:17 | 71:13 72:4,21 | original 150:10 | 157:6 161:19,20 | | occasionally | 78:12 106:12,16 | 152:3 159:20 | 161:20 162:3 | | 141:22,24 | 107:22 108:2 | originally 153:13 | 187:3,18 | | occupancy 113:19 | 116:22 117:14,16 | outcome 4:9 | pages 161:19,22 | | 113:22 | 118:11 122:16,22 | 188:16 | 162:11 | | occur 68:3 | 123:8 124:6 | outside 16:22 26:3 | paid 32:24 70:23 | | offer 18:25 | 130:15,21 132:2 | 26:5,6,14 31:5 | 72:14 73:13 77:25 | | office 19:16 58:8 | 132:25 134:4,5,9 | 80:4 126:10 | 86:16 108:10,15 | | 68:24 69:20 72:12 | 134:24 135:11 | 127:17 | 118:22 130:24 | | 72:22 162:13 | 147:8 149:25 | outstanding 59:24 | 133:3 134:16 | | offices 1:17 | 151:25 154:20 | overpayment | 136:7 149:18 | | official 93:13,25 | 155:12,15 156:10 | 160:6 | 151:15 152:21 | | 94:21 187:9 | 157:11,19 160:5,8 | owed 81:18,19,20 | 153:24 155:23 | | offset 78:7 | 160:25 161:11,16 | owned 114:3 | 156:11 158:8 | | oh 45:10 160:24 | 161:17,23 162:2 | 126:22,25 127:16 | 159:19 160:2,3 | | 167:9 173:2 | 163:5,13,20 168:9 | 154:8 | 173:6 175:4,8,10 | | 177:14 | 169:7,12 184:19 | ownership 102:12 | 175:19 179:24 | | okay 9:7 35:17,22 | operations 127:20 | 107:9 | 181:10,12 183:4,6 | | 71:17 85:17 96:3 | opinion 145:20 | owns 115:5 116:5 | 183:8,14 | | 103:2 131:11 | 151:5,7 | p | palm 122:14 | | 148:2 149:14 | opportunity 2:4 | p 2:2,2 23:16 | pans 101:23 | | 159:6 173:8 181:6 | 4:20 6:14 10:24 | p&l 69:20 | paper 168:23 | | old 169:3 | 38:20 75:20 81:4 | p.c. 1:15 2:17 | papers 43:17,19 | | once 85:11 144:24 | oppose 29:6 | p.m. 39:10 90:25 | 44:16 45:3 46:3,6 | | 154:10 | opposed 74:6 | 139:21 140:4 | 126:14 | | ones 60:9 69:23 | 103:14 | 165:8,12 185:5,8 | paragraph 113:2 | | ongoing 52:6 | opposite 159:24 | pacific 2:3 4:19 | 113:2 | | 88:14 105:21 | | 6:13 10:23 | | | | | | |

**[paramount - plan]**

| paramount 29:3 | pass 44:9 130:25 | people 5:15 16:2 | 139:9,11,12 | |-----------------------|---------------------|---------------------|-----------------------| | parcel 111:25 | 139:10 | 19:8,17,19 28:19 | 140:24 157:17 | | parents 42:3 | passed 105:7,8 | 45:22 53:4 58:24 | 178:20 179:3 | | part 21:22 37:17 | patents 120:4,13 | 102:17 117:24 | 181:23,24 182:2 | | 43:17 51:11 69:9 | pax 100:6 | 118:7 141:24 | 183:9,10 184:4 | | 96:9,12,17 97:9,13 | pay 19:13 54:22 | 142:2,4 168:24 | person's 27:23 | | 97:24 100:12 | 55:3 68:2 118:20 | 175:16 | 182:5 | | 105:20 111:25 | 154:9 171:6 | percent 118:13 | personal 95:12 | | 112:3 132:21 | payable 69:21 | 138:19,21 139:4 | 97:25 101:4 | | 144:7 170:21 | payables 167:24 | 141:9,11,13,14 | 102:10 | | 171:7,9 172:4 | payee 138:11 | 142:7,8,9,12,16,23 | personally 23:9 | | 181:6 | payees 137:7 | 143:6,8 144:2,5,6 | 65:17 | | participate 47:2 | paying 107:17 | 144:13,14 145:11 | perspective 31:23 | | 47:17 60:8,12 | 146:24 | 146:4,5,11,11,21 | 77:16 85:7 | | participated 51:13 | payment 33:17 | percentage 136:6 | pertaining 146:21 | | 58:23 84:3 | 92:22 106:23 | 136:8 138:13 | petition 32:22 | | participating | 108:22 117:9 | 139:5 147:7 | 33:5,9,16,20 35:24 | | 45:21 | 133:3,25 134:11 | percentages | 36:3,8 74:13 84:6 | | participation | 146:19 154:7,13 | 136:15 144:19 | 92:22 132:19 | | 45:12 47:10,20 | 154:15 156:24 | perform 59:15 | 133:3,3,25 160:2,2 | | particular 40:5,12 | 159:17 175:13 | 66:11 91:25 93:3 | 160:3,3 172:5,20 | | 40:16 42:19 105:5 | 179:4 | 96:20 97:10,16,21 | 174:25 176:5,8 | | 117:17 118:6,23 | payments 83:22 | 98:5,6 114:13 | 177:18,24 183:4 | | 130:17 168:25 | 84:6 86:16 93:2 | 125:22 | 183:11,14,16 | | particularly 14:9 | 132:16,19 133:7,9 | performed 80:20 | 184:5,12 | | 112:12 | 133:10 134:2,6,16 | 83:5 88:10 89:18 | phone 15:3 25:11 | | parties 3:14 66:22 | 134:22 154:5 | 97:20 121:10,14 | 25:15 28:8 47:20 | | 84:23 87:12 | 156:25 157:24 | period 72:10 | 58:24 59:2,11 | | 104:25 105:2 | 172:5 183:17,17 | 82:16 86:20 90:25 | 104:24 143:15 | | 117:6 130:24 | 184:11 | 117:18 129:22 | 167:8 181:19 | | 133:12 188:14 | payroll 42:7 | 133:11 140:13 | phones 3:10 | | partner 19:12 | pays 122:4 | 151:15 153:25 | phrase 110:2 | | 20:3 51:3 | pc 10:25 48:9,20 | 154:20 155:11,17 | physically 123:5 | | partnership 74:10 | 49:4 | 156:12 157:25 | pick 3:7 | | 75:23 | pdf 95:18 | 159:9 | place 3:10,14 | | parts 79:12 | pearl 2:18 | perjury 8:8 | 45:22 47:15 53:8 | | party 4:7 20:22 | penalty 8:8 | person 5:12,15 | 77:6 82:20 83:25 | | 44:4 53:10 99:11 | pendency 70:9 | 15:18,21 26:15,17 | 175:24 186:11 | | 102:14 119:24 | 117:19 | 49:20 50:17 51:5 | plan 86:6,11,13,24 | | 122:6 173:12 | pending 9:11 | 54:4 103:15 | 87:15,24 122:2 | | 184:10 | 81:25 82:5 | 129:18 130:10,10 | 169:17 | | | | | |

**[planned - process]**

| planned 54:19 | 120:17 | prepare 13:4 | previously 6:10 | |-----------------------|----------------------|-----------------------|-----------------------| | plans 86:14 88:7 | possibly 118:9 | 24:13,14 71:11,12 | 14:23 85:20 | | 125:3 | 169:6 171:17 | 71:23 95:3 100:9 | 104:10 119:18 | | platforms 120:8 | post 20:17 32:22 | 173:5 | 130:4 | | 120:20 | 33:5,9,16,20 35:24 | prepared 13:10,14 | primary 143:10 | | play 52:10 169:18 | 36:3,8 61:11 | 24:15 31:19 71:3 | principal 21:17 | | 169:20 171:7 | 63:12 133:3 160:2 | 71:19 86:12 | 22:24 23:3 37:23 | | 172:2,3,3 | 174:25 176:5,8 | 161:15 173:18 | 50:5,10,16,25 51:8 | | plays 52:11 | 177:18,24 183:11 | 183:12 | printed 119:11 | | pleadings 14:8 | 184:5,12 | preparer 135:4,6 | prior 82:17 83:23 | | please 3:5,9 4:15 | posted 120:8,19 | 136:9 173:4 174:9 | priority 81:7 | | 5:10,19 6:3 8:19 | potential 24:10 | preparing 8:12 | privacy 29:2 | | 9:5,11 11:8 23:14 | 52:9 65:11,15,22 | 15:6 45:6,11,12 | private 3:7 | | 28:11 33:2 35:15 | 85:21 | 46:14 55:24 56:7 | privilege 39:23,25 | | 67:22 148:5,14 | potentially 27:20 | 57:24 58:21 60:23 | 40:17 83:15 | | 165:2 | 66:6 78:17 90:14 | 66:20,21 84:4 | privileged 41:3 | | plus 72:10 106:7,7 | pots 101:23 | 86:18 94:7,11 | probably 14:24 | | 135:18 140:17 | practice 121:21 | 105:11 109:6 | 20:20 24:11 28:9 | | po 2:14 | practitioner | 110:12 112:9,21 | 32:9 42:10 45:4 | | pohl 23:10,15,17 | 176:13 | 132:4 155:3,6 | 52:15,16,19 54:5 | | 23:24 24:4 | pre 74:13 84:6 | 161:2 169:11 | 106:8,8,9 110:17 | | point 39:14 40:18 | 92:22 132:19 | 170:5,6 | 116:23 137:8 | | 48:14 52:20 60:6 | 133:3,25 160:2,3,3 | presence 120:25 | 138:21 144:5 | | 61:8 65:25 67:10 | 172:5,20 177:18 | present 2:21 4:10 | 170:23 176:19 | | 75:3 81:11 92:20 | 177:24 183:4,14 | presenting 155:13 | problem 80:3 | | 106:17 123:23 | 183:16 | presidential 19:19 | 146:25 160:24 | | 124:13 130:14 | precursor 17:11 | presumably 54:22 | 162:16 | | 153:22 166:3 | predicated 72:3 | 68:20 | procedure 11:3 | | 171:10 | 157:10 | presuming 114:6 | 17:19 | | points 25:2 55:17 | predict 53:7,13 | presupposed | procedures 7:23 | | policies 121:17 | prefer 33:15 | 55:10 | 70:13 | | policy 121:18,22 | preference 33:9 | presupposes 70:15 | proceed 11:20 | | 121:24 122:8 | 33:14 82:10,18 | presupposing | 140:5 165:13 | | populated 95:23 | 84:2 171:18 | 66:14 | proceeding 4:15 | | ported 49:23 | preferences 82:16 | pretty 21:11 22:9 | 16:22 | | poses 37:2 | preparation 13:20 | 32:7 37:4 44:22 | proceedings 39:19 | | possession 37:25 | 15:7 51:9 53:5 | 70:5 179:11 | 39:21,22 115:10 | | 38:3 52:14 | 55:19 56:20 60:19 | previous 36:21 | process 38:14 | | possible 30:17,25 | 61:9 68:6 73:16 | 38:6 78:7,10 | 40:13 67:21 155:9 | | 31:6 35:25 60:7 | 86:7 112:4 116:22 | 116:8 119:6 | 168:7,22 169:23 | | 79:6 82:9 84:12 | 168:10 | | 178:11 | | | | | |

### **[produce - reasoning]**

| produce 8:13 | 152:16 153:16,25 | q | r | |-----------------------|-----------------------|----------------------------------|-------------------------------------------| | produced 128:25 | proponent 118:12 | qpc 31:23 | r 2:2 5:21,21 6:5 | | 137:19 147:16 | proposed 5:4,7 | quarter 72:8 73:9 | 48:25 186:2 188:2 | | 173:12,13,16 | 54:20 111:20 | 73:10 | rang 167:8 176:10 | | product 46:22 | 139:3 150:21 | quarterly 68:7 | range 15:13 | | 83:15,17 | protect 75:9 89:16 | 71:19,21,25 72:18 | rank 29:5 | | profession 166:3 | 179:4 | queries 158:18 | rarely 42:21 81:18 | | professional 17:14 | protected 29:14 | question 8:20 9:5 | rate 67:10,11 | | 17:17,25 18:8,12 | protection 83:18 | 9:7,11,19,20 27:4 | reached 23:17,24 | | 33:11 37:22 77:17 | protective 29:15 | 27:6 28:9 34:8,12 | 28:20 161:12 | | 92:21 156:4 158:3 | prove 86:22 | 34:16,18,19 36:17 | 162:12,25 | | 163:3 166:7 | provide 22:18 | | | | 175:19,20 | 92:25 171:11,15 | 36:19,25 38:17 | reaching 161:13 | | professionals 14:8 | provided 13:14 | 53:17 56:9 83:20 | read 27:6 34:12 | | 30:21 54:9,23 | 59:5 98:11 99:10 | 94:19,21 96:17 | 57:18 65:24 90:16 | | 57:9 62:8 68:25 | 117:3 130:9 | 101:12 105:16 | 120:16 147:25 | | 77:25 156:5,5,6,7 | 140:24 158:15 | 108:3,8 110:7,8 | reads 55:18 61:8 | | 156:8 157:2,3 | providers 92:21 | 113:14 114:14 | 63:18 80:17 88:20 | | 159:25 175:20 | providing 27:14 | 115:13 116:21 | 94:20,24 95:11 | | 181:8 | 63:21 | 117:4 118:3 119:4 | 105:21 106:12 | | profile 166:10,19 | public 1:20 5:23 | 120:3,12 121:16 | 113:18 115:15 | | 178:14 179:6,18 | 186:22 188:6 | 122:11 124:13 | ready 137:21 | | program 69:12 | pulling 134:14 | 126:5 127:22 | real 42:20 77:20 | | 70:11 | pullman 2:12 5:7 | 130:18,20 148:19 | 94:22 107:6 | | progress 71:9 | 165:17 | 149:6,12,25 150:3 | 113:19,22 114:2,4 | | progresses 50:22 | punching 99:11 | 151:19,23 154:2 | 147:6 167:20 | | projections 61:10 | punitive 164:9 | 155:16 163:10,12 | realized 159:24 | | 61:24,24 86:18 | purchase 117:12 | 163:12 166:14 | really 31:2 74:21 | | 87:10 | 118:19 | 177:13,21 181:15 | 133:2 165:4 | | prominent 60:18 | purchased 117:13 | 184:10,12 questions 47:17 | reason 10:8 76:15 78:13 89:4 138:22 | | promised 179:23 | purposes 39:23,25 | 83:21 91:3 99:21 | 142:4,19 143:4,10 | | prompted 163:17 | 77:24 | | | | proof 80:24 81:2 | pursuant 10:25 | 100:6,23 113:5 | 145:16 | | 81:21 | pushed 168:23 | 119:19,21 129:16 135:25 149:2 | reasonable 21:13 reasonableness | | proofs 80:19 | put 44:18 69:16 | 153:5 158:5 | 109:14 110:3 | | properly 136:2 | 131:12 142:7 | | | | property 94:15,21 | 155:24 | 164:15 167:17 179:17 184:8,23 | 158:10 reasonably 53:11 | | 95:12 107:7 | puts 87:18 | quick 165:4 | reasoning 29:21 | | 113:17 114:2 | putting 109:14 | quickbooks 60:25 | 142:17 143:21 | | 120:7,13,15,18 | 180:22 | quickly 159:6 | 144:8,11 145:10 | | 122:11 148:5,14 | | | | | | | | 145:12,21 |

**[reasons - report]**

| reasons 75:2 77:23 | record 3:3,15 4:13 | refers 84:11 95:13 | relied 85:5 104:9 | |-----------------------|-----------------------|------------------------|----------------------| | 130:3 142:11 | 6:4,11,11 8:12 | 95:17 96:2 114:16 | 177:15 178:6 | | 168:15 | 11:13,15,16,20 | 119:4 120:5,12 | relief 75:4,6 | | recall 23:20 32:6 | 28:2,18 32:15 | 121:4,17 122:13 | relies 84:22 | | 33:8 34:7 44:10 | 41:10 48:5 90:19 | 125:8 126:6,7 | rely 39:2 98:13 | | 57:21 65:20 | 90:21 91:2 93:18 | 127:23 135:13 | 123:25 139:6 | | 126:17 128:4 | 100:4 129:5 130:4 | 144:20 | 158:14 176:4 | | 146:10,13 151:4 | 139:19,21 140:4 | reflect 132:10 | 177:23 179:5 | | 151:10 161:9 | 156:9 165:4,8,9,12 | 133:8 140:22 | remain 106:16,24 | | 173:22 | 185:2,5 188:11 | reflected 133:14 | 107:18 | | receipt 78:13 | recorded 1:14 | 135:15 152:8 | remains 74:12 | | receipts 52:17 | 3:17 | reflecting 164:5 | 184:14 | | 54:3,14,15 63:15 | recording 3:13 | refresh 36:16 | remember 21:14 | | 66:25 68:22 86:19 | 8:10 | regarding 15:17 | 24:7 43:14,24 | | receivable 69:22 | records 15:9,20,23 | 16:4,4 24:2,9 25:5 | 59:2 62:22 81:3 | | receive 57:15 | 40:14 49:22 52:16 | 26:4,11 30:14 | 85:24 87:5 105:2 | | 137:10 157:15 | 82:9 84:12,14,18 | 59:21 65:14,19 | 105:5,15 108:7 | | 174:24 | 92:19 160:22 | 67:25 102:15 | 109:20 110:8 | | received 33:20 | 171:16,20 172:17 | 111:16 137:13 | 116:19 117:4 | | 92:22 99:17 | recoverable 83:2 | 150:3 161:10 | 127:19 130:22 | | 104:11 137:13 | recoveries 175:15 | 163:4 | 142:13 146:16 | | 139:7 140:6 | rectified 135:5 | regret 168:2 | 159:13 167:12 | | 160:10 | redacted 129:17 | rejoin 41:14 | 173:10 176:7 | | receiving 33:9 | 182:6,16,25 | related 4:7 19:7 | remind 167:10 | | 161:9 | redaction 130:6 | 49:21 56:9 61:10 | remotely 4:11 | | recess 90:22 | refer 97:4,25 | 90:3 91:4 95:14 | renters 107:7 | | 139:22 | referenced 68:10 | 138:23 143:5,11 | reorganization | | recognize 10:20 | 103:11,12,13 | 188:14 | 86:11 168:21 | | 48:15 49:6 93:21 | 119:23 155:5 | relates 7:3,8 94:15 | 169:15 | | 111:11 140:9 | 159:10,15 | 107:16 111:21 | repair 107:8 | | 147:20,22 | references 63:11 | 173:16 | 144:22 | | recollection 36:16 | 113:4,7 119:6 | relating 6:23 | repairs 158:22 | | 44:21 162:24 | referencing 65:7 | 70:14 | repeat 9:5 27:3 | | recommend 73:23 | referred 27:5 | relationship | repeating 66:17 | | 73:24 74:2 75:7 | 174:5 | 143:19 | report 40:11 45:7 | | 75:17,22 76:11 | referring 71:15 | relevance 28:21 | 46:11 51:12 54:6 | | 80:9 141:10 | 95:20 97:4,7,14 | 88:11 | 67:8 68:11,19,23 | | recommended | 104:3 120:9 | relevant 27:24 | 69:7,10,13 70:3,6 | | 144:21 | 132:12 135:9 | 41:4 113:23 | 70:10,15,19 71:2,4 | | reconciling 80:18 | 150:6 167:16 | 116:21 117:14 | 71:9,19,21,25 72:4 | | | | 123:11 | 72:18,21 107:22 | | | | | |

Veritext Legal Solutions 866 299-5127

## **[report - right]**

| 108:2,2,9 117:5,15 | representations | responds 52:4 | 55:13 61:8 88:12 | |----------------------|----------------------|-----------------------|-----------------------| | 118:11 122:16,22 | 59:21 | 149:15 | 111:21 126:14 | | 123:8 124:6 | representative | response 35:23 | 175:22 | | 130:15,21 132:3 | 180:5 | 115:14 | retrieved 31:8,12 | | 132:25 134:4,6,24 | represented 9:12 | responses 12:7 | return 53:2,3 | | 135:11 144:9 | 20:21 21:10,12 | responsibilities | 74:23 75:6,8 | | 147:8 149:25 | 102:22 113:12 | 21:20 46:10,18 | 76:12,14 77:2,22 | | 151:25 154:20 | representing 9:16 | responsible 20:2 | 77:23 78:14 79:15 | | 155:12,15 156:10 | 100:5 181:13 | 98:12 | 79:17,18 86:23 | | 157:12,23,23 | request 26:19 | responsive 124:15 | 168:9 173:5 | | 158:13 159:8,20 | 108:9 163:18 | rest 17:24 | returns 54:10 74:3 | | 160:5,8,25 161:11 | require 47:9 60:7 | restrictions 153:2 | 74:9 75:24 76:5,6 | | 161:16,17 163:5 | required 12:14,19 | restroom 139:17 | 78:18 79:9,11 | | 163:13 184:20 | 17:19,22 54:25 | restructure | 80:10 169:9 173:3 | | reported 71:2 | 55:2 70:10 76:2 | 167:22 | 173:6,11,18 | | 157:5 160:7 | 89:5 108:14 | restructured | revealed 26:18 | | reporter 1:20 4:4 | requirement 67:7 | 170:16,21 | revealing 27:19 | | 5:10,19 8:11 | requirements | restructuring | 28:22 | | 10:13,18 27:7 | 42:24,24 67:5 | 17:24 18:7 165:19 | revenue 80:14 | | 32:12,20 35:7,14 | requires 68:24 | 166:11,13,16,20 | review 27:22 | | 47:23 48:4 78:9 | 86:25 89:10 | 166:24 167:7,16 | 43:22 51:23 52:19 | | 93:11,16 111:3,10 | reside 150:15 | 167:21 170:11,21 | 53:10 60:7 61:9 | | 128:23 129:13 | 172:17 | resuming 139:23 | 62:12 68:6 72:17 | | 131:18,19 140:2 | residence 101:5,9 | retain 48:8,19 | 73:16 124:20 | | 147:12,14 171:13 | 102:5 113:16 | 49:3 181:7 | 125:17 135:24 | | 187:15 | 114:6,9 118:6,10 | retained 34:6 | 150:19 158:2 | | reporting 19:18 | 150:13 | 36:22 37:6 39:7 | 162:5 171:19 | | 42:23 52:18 54:2 | residences 19:14 | 39:15,18,20 72:17 | reviewed 13:8,11 | | 66:21 67:4 68:8 | 114:14 118:3 | 143:11 187:15 | 62:18,20 81:24 | | 108:14 148:24 | resident 76:12 | retainer 32:22,24 | 84:13,18 109:13 | | 149:3 155:6,10 | resides 114:5 | 32:25 33:5,10,12 | 110:3 112:24 | | reports 22:19 | 118:5 | 33:16,20 35:24 | 114:21 141:3 | | 66:21 68:7 107:22 | respect 21:20 | 36:4,8 126:6 | reviewing 80:17 | | 116:22 117:16 | 92:25 95:7 | 174:25 175:17 | 82:8 112:11 | | 157:19 161:23 | respond 89:11 | 176:5,8 177:19,24 | 160:15 171:16 | | 162:3 168:9 169:7 | 178:24,24 | retaining 34:5 | revising 139:5 | | 169:12 | responded 36:20 | 35:21 36:18 37:3 | rhode 176:15,21 | | represent 30:2 | 65:4 | 39:4 | right 7:10 10:19 | | 129:7 140:16 | responding 35:18 | retains 74:7 162:6 | 38:19 53:24 55:22 | | 144:13 176:17,19 | 51:16 | retention 7:8 | 61:3 62:16 63:6 | | | | 43:16,17,19 44:16 | 64:16 70:17 71:6 | | | | | |

**[right - server]**

| 73:4 81:15 84:9 | 178:7 181:3,5 | 124:25 128:3 | 142:20,24 143:3,5 | |----------------------|-----------------------|-----------------------|-----------------------| | 90:7 94:8 95:21 | rudnick's 126:14 | 135:5,7,9 136:10 | 143:10,23 159:14 | | 98:2 100:11 | rule 10:25 11:22 | 155:25 | 184:3 | | 126:19 130:11 | rules 11:2 117:5 | scheduled 81:14 | see 11:23 28:21 | | 134:12 136:19 | 161:3 | schedules 14:6 | 33:6 35:25 45:22 | | 138:5 152:5 | ruling 29:12 | 30:23 44:22 45:25 | 57:19 61:12 68:8 | | 153:17,20 154:22 | run 22:2 58:9 | 51:10 55:20,25 | 82:11,25 88:11 | | 165:20 169:16 | 67:10,11 178:21 | 56:14 57:12,17,25 | 95:17 96:6 121:8 | | 170:8 173:23 | running 21:23 | 58:17,22 60:20,24 | 121:19 125:6 | | 177:14 | 172:9,10 | 69:4 100:10 | 132:15 141:2 | | rights 29:2 | runs 178:22 | 111:16 112:2,5 | 148:9 151:16 | | road 113:20 | russo 2:6 4:24,24 | 113:6 168:8 | 155:21 159:2,3 | | rodeo 89:3 | s | 183:13 | 168:5 183:20 | | role 50:7,12 52:9 | | schindler 13:8 | seeing 57:21 | | 53:18 94:6,10 | s 2:2 74:10 187:2 | 31:25 49:16 50:9 | 127:19 | | 98:11 102:3 | safe 123:10 | 56:5,24 112:18 | seek 124:10,12 | | 105:25 106:3 | safety 138:24 | school 17:3,5 | seen 79:8,12 | | 112:9 134:21 | 144:10 182:11 | science 17:7 | 109:15 121:23 | | 168:11 169:17,20 | sales 42:7 | scope 43:8 44:12 | 127:24 128:19 | | 171:25 172:4 | sanity 158:9 | 90:13 171:9 | 137:6 145:7 164:8 | | roles 23:2 51:18 | save 162:4 | scotch 164:22 | 164:13 | | roll 157:4 | saw 62:22 79:13 | scrambling 69:4 | select 75:20 | | rolled 158:15 | 79:15 126:13 | scratch 71:11 | sell 122:6 | | room 4:11 127:12 | 128:4 153:4 | 99:16 106:2 | semantics 39:13 | | rudnick 2:8 5:4 | 159:23 162:19 | search 15:19,20 | senators 19:19 | | 15:21 23:10,16 | 163:13 173:3 | 49:21 82:25 | send 15:21 24:15 | | 24:6,8,18 25:9 | saying 37:9 149:20 | second 45:16 61:7 | 162:7 | | 26:5,6,11 30:9 | 149:21 162:13 | 114:16 121:6 | sense 38:2 158:4 | | 31:20 32:4 38:10 | says 33:4 34:15 | 125:2 | 158:25 | | 38:12 39:2,16 | 87:7 91:23 116:6 | secret 106:21 | sensitive 3:6 | | 43:23 49:24 56:13 | 116:7 162:7,15 | secrets 120:14 | sent 13:17 31:20 | | 57:4 58:25 59:7 | 184:9,10 | section 75:5 97:17 | 49:24 | | 59:10,17 64:20 | scared 143:16,18 | 105:23 106:4 | sentence 121:6 | | 83:18 98:25 99:7 | 143:19 | 114:19 | 125:2 | | 102:12,18 103:18 | scenarios 20:14 | secure 167:22 | separate 74:4,5,14 | | 103:18 104:11,17 | schedule 59:22 | secured 20:19 | 74:22 107:21 | | 104:17 105:7,13 | 60:3 71:14 81:14 | 21:7 42:15 81:7 | 129:5 131:7 132:7 | | 106:6 109:24 | 94:7,20,23 95:12 | security 33:17 | september 17:10 | | 112:14 124:2 | 96:13 98:23 103:9 | 115:24 118:8,25 | served 7:5 | | 126:7 139:7 156:2 | 103:23 104:8 | 133:23 138:16,22 | server 13:24 49:22 | | 157:15 175:18 | 108:12 109:16,17 | 138:24 142:14,18 | | | | 109:18 114:2 | | |

**[service - started]**

| service 92:21 | signature 188:21 | someday 169:17 | spent 21:23 | |-----------------------|-----------------------|------------------------|-----------------------| | 138:11 145:5,5 | signer 37:24 52:14 | someone's 171:4 | split 118:18 | | services 18:24 | 65:3 | someplace 110:21 | spoke 13:5,7 14:15 | | 21:21 85:21 90:4 | significant 13:9 | son 58:9,11,13 | 14:21 16:8 31:2 | | set 101:7 161:8 | 59:5 | soon 159:4 | 57:6 | | 188:10,19 | significantly | sorry 3:5 7:14 | spoken 14:24 | | setting 47:5 83:17 | 160:14 | 23:11 35:3 41:7 | 174:11,18,22 | | settlement 78:6 | silverberg 13:6 | 83:11 94:19 95:16 | spouse 118:14 | | 171:2 | 24:5 33:4 34:4 | 126:4 130:19 | 145:18 150:14 | | settlements 77:10 | 37:2 38:5 39:6 | 171:13 176:11 | spouse's 121:18 | | seven 75:15 | silverberg's 35:19 | sort 52:8 55:6 | spreads 21:25 | | 136:18 | similar 113:17 | sorts 17:15 42:23 | spreadsheet | | seventh 92:19 | simultaneously | 54:15 167:25 | 135:14 158:6 | | shake 8:24 | 44:23 | sound 84:9 | 160:19 | | shape 62:10 | single 53:10 75:22 | source 62:24 | spring 2:17 5:16 | | shapes 42:2 | sir 85:16 100:6,14 | 77:12 87:25 105:2 | 27:17,18 28:17,23 | | shea 2:17 | 153:18 | 175:7,8,13,25 | 29:6 57:24 58:3 | | sheet 69:20 131:14 | sitting 19:25 | spatulas 101:22 | 179:6,9,12 180:6,7 | | 133:15 138:16 | situation 104:20 | speak 14:18 15:14 | 180:10,15,20 | | 158:12 | 121:23 | 23:25 24:9,17 | 181:17,20 182:20 | | sheets 109:4 | six 162:10 | 25:5,10 26:2 | 183:5,8 184:6 | | sherry 114:17,25 | size 42:2 | 44:17 144:25 | spring's 28:8 | | 146:21,25 150:5 | slipping 87:4 | 174:20,21 181:24 | 182:10,15,19 | | 150:16,17 151:16 | small 45:12 88:5 | speaking 35:20 | springs 26:19 | | 153:20 154:11 | 134:17 173:17 | 115:7,14 151:10 | 28:10,14 | | sherry's 146:25 | social 120:23,24 | specific 14:7 51:11 | square 1:18 2:4,9 | | shit 176:11 | sofa 55:25 56:14 | 94:17 100:12,14 | 3:25 | | short 104:20 | 57:12,17,24 58:16 | 100:19 101:2 | ss 188:4 | | 139:22 | 58:22 59:22 60:2 | 104:4 110:24 | stab 43:22 | | shorthand 1:20 | 94:7 98:23 109:16 | 111:19 112:12,20 | staff 20:4 24:12 | | show 146:9 | sofa's 14:5 44:21 | 157:25 | 51:17 52:8,9,24 | | showed 141:24 | 45:25 51:10 60:19 | specifically 20:25 | 53:14,17,20 54:4,7 | | 159:22 | 60:19,23 69:4 | 43:15 51:7 72:20 | 66:20 | | showing 101:19 | 83:22 112:2 113:5 | specifics 83:10,16 | stamp 129:2 | | shown 132:21 | 168:8 170:5 | specified 186:11 | stamped 35:9 | | 147:7 | software 60:16,18 | speculate 127:4 | standard 70:8 | | shows 117:20 | 61:2,5 | speculation 93:6 | 121:21 | | 158:5,21,23 | sole 52:14 | spell 23:12,13 | start 6:17 7:22 | | siblings 42:4 | solely 104:9 | spend 15:5 78:4 | 79:25 | | signatory 38:23 | somebody 183:7 | 165:25 | started 17:11 23:4 | | 66:18 | | | 45:6 153:4,7 | | | | | |

**[started - team]**

| 162:18 182:21 | stricken 29:14 | supported 36:21 | 77:6 82:20 111:23 | |-----------------------|----------------------|--------------------------------------------|------------------------| | starting 33:14 | strike 25:4 30:6 | supporting 51:17 | 134:17 139:18 | | 83:25 97:9 109:5 | 116:20 157:13 | supports 60:18 | 165:3 173:2 | | 130:14 | structured 65:23 | supposed 74:20 | 179:25 184:25 | | starts 96:17 | 66:7 | 162:17 167:12 | taken 79:4 90:23 | | 109:21 | stub 72:9 | sure 7:4,11,23 | 139:23 | | state 1:20 4:12,15 | stuff 30:25 168:7 | 27:16 31:24 32:2 | takes 47:15 | | 5:23 6:3 27:2 | subject 8:7 12:11 | 32:7 37:4 38:12 | talk 7:20 8:18 17:2 | | 42:22 73:17 76:16 | 14:2 29:14 53:10 | 38:13 43:13,21 | 80:7 146:3 | | 76:16 79:14 101:3 | 147:23 | 44:19 73:4 75:10 | talked 16:3 21:18 | | 156:5 188:3,7 | subscribed 186:18 | 81:8 88:13 99:22 | 30:10,15 46:2,9,13 | | stated 26:17 | substantively | 104:6 110:13,14 | 55:14 59:9 127:9 | | 164:10 171:19 | 149:5 | 110:16 113:3,8,11 | 128:12,16 129:20 | | statement 14:5 | subtract 133:6 | 124:8 125:25 | 134:10 137:24 | | 34:12 37:21 54:6 | success 82:5 | 127:14 129:6 | 154:25 158:16 | | 55:19 73:6 111:17 | successful 86:10 | 135:25 136:10 | 164:3 | | 112:4 158:8 | suffering 9:24 | 137:16 141:5 | talking 29:25 | | statements 8:25 | sufficient 42:12 | 150:25 158:4,11 | 64:15 79:23 85:2 | | 69:19 111:14 | suggested 143:6 | 165:6 167:13 | 96:12 98:25 103:8 | | states 1:2 3:19 | suggesting 142:12 | 173:25 174:23 | 104:4 138:19 | | 42:6 54:23 62:5 | 142:17 | 176:7 179:11 | 146:13 160:16,16 | | 69:11,19 71:20 | suggestion 145:24 | surprise 83:24 | 160:17 162:18 | | 72:2,22 157:7 | suggestions 141:3 | surrounding | task 89:4 | | 162:8 171:11 | 141:8 | 182:12 | tasks 88:22 170:2 | | 176:19 | suite 2:18 6:8 | suspect 170:25 | 170:7 | | statistical 94:3 | sum 72:11 96:17 | swear 5:10,19 | tax 19:21,22 52:25 | | statute 75:16 | 135:17 | swearing 8:4 | 53:3,4 54:8,9 | | 82:22 | summarized | sworn 5:22 186:5 | 73:17 74:3,8 75:6 | | statutes 75:16 | 155:24 | 186:18 188:10 | 75:7,24 76:14 | | statutorily 72:24 | summary 94:2 | system 60:10 | 77:2,16,22,24 78:3 | | stay 18:2 123:9,13 | 129:21 130:9 | t | 78:17 79:9,11 | | stays 123:8 | 153:3 | t 5:21 6:5 186:2 | 80:8,10 168:9 | | step 13:19 46:2 | sun 59:14 | 187:2 188:2,2 | 169:9 173:3,5,6,11 | | 69:25 | supplement | tab 10:12 32:11 | 173:18 | | stepping 49:13 | 132:24 | | taxation 19:9 22:2 | | steven 23:9,15,24 | support 19:6 22:4 | 34:22 131:2 146:7 table 49:9,10 50:4 | taxes 42:7,7 53:5 | | 24:4 | 22:8 40:6 49:2 | | 73:24 74:17 77:20 | | street 2:13,18 6:8 | 51:24,24 55:21 | taconic 113:20 tail 45:4 | 107:6 | | stretto 89:22 90:8 | | | taxing 75:11 | | | 85:19 112:6 | | | | 90:14 92:5,10,14 | 162:21 172:8 | take 3:13 9:10 | team 55:7 56:20 | | 92:24 | | 14:25 31:25 33:3 35:15 53:8 67:5 | 59:10 106:6,6 |

**[team - top]**

| 109:24 110:16 | thing 19:17 64:19 | 172:11 173:16,17 | 44:24 45:19 52:20 | |------------------------|----------------------|----------------------|-----------------------| | 138:19,20 153:13 | 66:3 79:13 117:23 | 177:12 178:16,16 | 60:6 65:25 81:11 | | 172:9,12 | 120:10 122:14 | 178:17 179:3 | 86:17,20 90:20,24 | | technical 56:9 | 124:21 135:12 | 181:19 182:22 | 97:3 104:21 106:8 | | technically 74:22 | 157:2 162:15 | 183:21 184:20 | 116:13 117:18 | | technology 169:6 | things 6:21 22:5 | thinking 40:8 | 118:23 123:24 | | teleconference | 51:21 54:18 69:14 | 117:7 123:12 | 136:13 137:11 | | 2:19 | 100:24 124:4 | 149:9 | 138:2 139:20 | | telephone 45:15 | 156:22 161:2 | third 63:18 64:15 | 140:3 146:23 | | tell 124:19,24 | 167:19 179:2 | 117:6 119:24 | 154:5 155:20 | | 127:3 135:8 | think 9:14 14:11 | 122:6 130:24 | 156:14,22 157:11 | | 154:14 184:15 | 14:12 16:17 18:15 | 133:12 184:10 | 157:25 159:25 | | telling 118:21 | 19:8 20:20 21:9 | thirds 184:2 | 160:14,15,21 | | ten 7:17 15:11 | 24:13 28:25 30:16 | thought 37:12 | 162:6 165:7,11 | | tense 85:3,3,4 | 30:20 31:2,5 34:6 | 38:18 46:25 56:21 | 174:2,10 178:25 | | term 87:4 125:13 | 34:11 36:13,19,22 | 95:14 114:2 | 179:12 186:10 | | testified 5:24 6:15 | 37:5,10 39:7,13,21 | 126:15 127:15 | timely 80:10 145:9 | | 88:9 | 40:9 43:9 45:10 | 138:20 142:7 | times 1:18 2:4,9 | | testify 10:2,9 12:2 | 45:24 47:19 49:13 | 153:9,13 161:21 | 3:25 6:18 7:15 | | 12:14,21 40:15 | 51:3 52:12 55:4 | 174:6 175:12 | 14:24 60:14 | | 41:2 186:5 | 56:10 60:8,17,20 | thoughts 151:3 | 104:23 177:11 | | testifying 7:25 | 70:6 73:22 76:20 | thousand 126:6 | timing 78:24 79:5 | | 11:5 28:16 | 79:18 81:10,22 | 132:21,22 140:17 | 134:25 | | testimony 10:6 | 85:19 87:8 90:5 | 146:19 152:7 | timothy 2:19 5:15 | | 22:19 185:6 186:6 | 91:18 94:5 95:13 | 154:12 159:16,16 | title 21:15 86:12 | | 186:10 188:12 | 103:9 106:20,24 | 159:18 166:2 | 101:8 114:25 | | th 70:24 | 106:25 109:16,18 | 177:2 183:24,25 | today 7:25 8:13 | | thank 7:13 12:9 | 110:2,10,23 113:3 | threatened 143:16 | 9:13 10:10 11:5 | | 14:14 19:20 29:23 | 115:23 118:12 | three 19:2 72:7 | 15:4 159:5 | | 35:2 38:7,25 41:5 | 119:17 123:9 | 75:16 109:23 | today's 13:21 | | 41:13 45:24 56:25 | 124:21 125:17 | 112:16 161:25 | 185:6 | | 90:19 94:24 96:14 | 126:11,13,15 | 163:10 | told 63:6 102:10 | | 99:25 102:21 | 128:3,5 137:24 | tie 137:17 | 104:17 143:17 | | 103:2,3 113:13 | 139:3 140:6,15 | till 17:9 153:4 | 147:3 153:19 | | 119:2,4 128:19 | 141:19,25 144:7 | tim 15:18 28:13 | 181:2 182:14 | | 133:4 144:12 | 146:6,18,25 151:2 | 41:13 49:19 | 184:21 | | 159:6 161:8 | 152:4 153:8,14 | time 1:11,17 4:16 | tonight 85:13 | | thanks 41:16 | 154:18,24 155:5 | 11:14,18 15:9 | top 14:13 18:2 | | theme 144:18 | 159:7,10 161:12 | 16:18,19 17:13 | 33:4 41:18 48:23 | | thereto 55:21 | 163:2 167:7 | 19:8 21:12,23 | 97:5,8 130:10 | | 112:6 | 168:20 170:6,18 | 24:22 40:18 43:16 | 151:13 155:4 | | | | | |

| | [topic - use] | |--|---------------| | | |

| topic 12:2 | 70:11 72:6,12,22 | 134:6 141:13,23 | 47:7 63:22 65:21 | |-----------------------|-----------------------|-----------------------|----------------------| | topics 11:22 12:15 | 73:13 162:8,12 | 155:14 159:25 | 76:21 90:13 92:9 | | 12:22 | 176:18 | 161:19,19 179:18 | 92:13 107:18 | | total 94:22 95:12 | truth 186:5 | 181:19 183:25 | 108:19 113:21 | | 96:5 132:10 133:5 | truthful 8:5 10:6 | 184:2 | 115:20 119:9 | | 133:6,23,24 136:9 | truthfully 10:2,9 | type 17:15,20 | 121:3 141:15 | | totally 29:9,15 | try 8:20 15:22 | 68:14 122:14 | 147:4 149:10,11 | | 42:18 | 61:25 149:8 161:5 | 148:8,17 | 149:13,19 180:25 | | tower 3:25 | 171:5 | types 22:5 51:22 | 182:17 183:2 | | track 124:17 | trying 14:11 21:9 | 53:15 77:15,18 | understood 9:3 | | trade 120:14 | 45:9 48:14 132:15 | typically 43:20 | 88:6 89:17 100:16 | | trademarks 120:4 | 135:23,25 136:5 | 69:13 86:15 131:9 | 133:4 145:8 | | 120:14 | 162:14 163:10 | 154:9 166:5 | undisclosed 139:9 | | transaction 126:9 | 170:14 174:2 | u | 139:11,12 | | transactional | turbotax 60:23 | u.s. 72:6,12 73:13 | unheard 176:24 | | 80:12 | turn 3:9 11:8,21 | 161:10 162:12 | unit 3:16 | | transactions 80:9 | 33:2 68:5 96:24 | uh 8:25 | united 1:2 3:19 | | 82:9,25 84:13 | 105:18 137:23 | ultimately 150:22 | 54:23 62:5 69:11 | | 171:17 | turning 20:24 23:5 | un 42:7,8,9 | 69:19 71:20 72:2 | | transcript 8:14 | 29:24 34:3 35:23 | unclear 47:2 | 72:22 157:7 162:8 | | 186:9,9 | 37:18 41:5 43:6 | uncover 40:22 | universe 154:6 | | transfer 82:10 | 48:22 49:9 50:4 | uncovered 40:23 | unkept 42:9 | | 152:22 171:18 | 55:12 61:7 73:15 | underperforming | unknown 130:10 | | transfers 82:20 | 80:16 82:7 85:17 | 19:5 | 140:24 157:17 | | translated 57:8,14 | 86:5 88:19,19 | understand 7:24 | unpaid 156:13 | | 57:16,19 | 91:4 92:18 95:11 | 8:3,15,21 9:2,4,7 | unregistered | | travel 123:2,21 | 103:7 106:11 | 9:15,20,22 11:25 | 120:6,17 | | 143:3 | 109:3 113:13 | 12:13,18 25:19 | unrelated 14:22 | | travels 115:24 | 115:12 120:3 | 27:11 34:11,13,16 | unsecured 167:23 | | treated 77:21 | 124:25 126:5 | 34:17 40:16 58:7 | updated 137:17 | | tried 59:13 134:25 | 130:8 132:6 | 81:17 86:21 | upkeep 107:9 | | 136:11 | 140:11 148:3 | 112:19 115:7 | uploaded 109:17 | | trucks 97:14 | 149:14 151:13 | 129:14 147:18 | 109:20 | | true 157:2 172:15 | 159:7 | 148:11 150:5 | ups 164:18 | | 186:9 188:11 | turns 144:24 | 153:5 158:11 | use 53:11 64:24 | | trustee 54:23 | twitter 120:20 | 166:14 169:2 | 113:18,22 115:15 | | 69:11 71:20 72:2 | two 14:24 15:11 | 170:17 175:10 | 116:6,10 117:3,7 | | 157:7 163:17 | 15:12 50:16 62:20 | 177:20 | 117:22,24 119:7 | | 176:21,22 | 77:15 82:23 87:18 | understanding | 122:19 139:17 | | trustees 20:16 | 90:7 92:8 129:5 | 11:4 27:18 28:11 | 158:24 162:4 | | 62:6 68:24 69:19 | 132:18 133:10 | 32:23 37:15 38:8 | 169:5 | | | | | |

Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 332 of

567

**[uses - witness]**

| uses 60:17 115:21 | 55:15 56:19,23 | 165:7,11 184:25 | 104:19,21 117:25 | |-----------------------|-----------------------|-----------------------|-----------------------| | usually 69:15,16 | 57:2 58:15,21 | 185:4 | 134:15 141:17 | | 81:12 83:25 86:25 | 59:15,25 61:14,18 | videos 120:8,19 | 156:23 162:2 | | 87:11,18 117:17 | 64:11 65:9,13 | view 36:25 107:2 | 188:16 | | 134:15 154:11 | 66:10 67:9,12,15 | 148:18 149:6 | ways 77:22 | | utilities 144:12 | 67:24 71:12,18 | 166:10,19,23 | we've 16:3 20:16 | | v | 72:17 73:18 76:10 | 170:10 | 20:20 21:4,10,10 | | v&l 56:3 | 76:25 78:16 80:20 | virtually 74:19 | 22:13 30:10,15 | | v&l's 88:12 | 82:3 83:4 84:17 | 169:8 176:18,20 | 44:20 45:10 55:14 | | valuable 116:3 | 84:22 85:25 87:19 | visit 118:16 142:5 | 67:14 85:8 94:5 | | valuation 121:10 | 87:23 89:18 93:3 | visits 118:9 | 128:12 129:20 | | 121:13 | 94:6,10 95:3 | volunteered 184:8 | 132:3 134:10 | | value 67:15 | 96:20 97:10,15 | w | 154:18,21 158:16 | | 102:24 120:22 | 98:5 99:5 100:8 | wait 8:19 | 162:16 163:20 | | 121:7,19,22,25 | 101:13 102:3 | walk 55:16 94:13 | 164:3 | | 122:3,5 | 106:2 107:23 | walked 110:16 | wealthy 19:13 | | vans 97:14 | 109:5,11 111:20 | walking 98:4 | website 162:8 | | various 18:2 20:3 | 112:8,16,17,20 | 141:7 | wednesday 16:17 | | 42:2,5,6 51:16 | 122:15 124:9 | wan 1:5 2:9 3:18 | 45:17 116:2,16 | | 54:22 57:9 58:24 | 125:22 128:10 | 5:5 11:6 94:4 | 123:16,18 126:12 | | 59:6 69:22 75:11 | 134:21 135:15,19 | 111:18 | 174:15 182:23 | | 118:24 120:8,13 | 136:22 140:23 | want 16:25 40:21 | week 42:13 | | 120:19 183:13 | 144:21 149:11 | 40:22 44:17 45:18 | weekly 66:24 | | vehicle 115:23,24 | 163:17 | 55:16 66:23 75:21 | welcome 41:14 | | 117:13,22,23 | verdolino's 130:14 | 94:13 104:2 | went 17:5,8 31:5 | | vehicles 115:14,21 | verify 59:16 138:3 | 105:18 107:5,12 | 43:24 45:19 | | 116:9,13 117:2,8 | veritext 4:3,5 | 146:3 147:19 | 122:23,24,25 | | 118:25 | vermont 176:17 | 149:8 168:18 | 123:5 174:7 | | verdolino 1:15 7:9 | version 79:16 | 172:3 | western 17:4 | | 10:25 12:14,22 | 127:13 133:15 | wanted 45:21 | whatsoever | | 13:24 15:16 17:12 | 137:17,24 140:12 | 105:10 110:14 | 123:22 | | 18:22,25 19:25 | 140:20,22 150:10 | 144:7 163:22 | whereof 188:18 | | 20:10,15 21:15,20 | versus 38:9 41:24 | wants 69:20 172:2 | whispering 3:7 | | 22:24 23:6,18,25 | 119:24 | 172:3 | wife 138:25 | | 24:17 25:7 26:3 | video 1:14 3:13,17 | washington 6:8 | 141:13 142:8,24 | | 30:11,13 31:15 | videographer 2:22 | water 34:24 | 145:14 | | 36:7,18 37:3,23 | 3:2 4:4 5:9,18 | watercraft 97:15 | willing 64:20 | | 38:21 39:4,17 | 8:10 11:14,18 | 119:5 | wip 67:18,20 | | 43:7 44:13 48:8 | 34:23 35:4 90:20 | watermark 162:6 | wire 152:21 | | 48:20 49:4,14,18 | 90:24 139:20 | way 47:21 54:19 | witness 5:11,20,22 | | 49:25 50:15,20 | 140:3 164:25 | 62:10 67:3 75:14 | 26:21 27:8 28:15 |

**[witness - zero]**

| 29:10,11,16 35:3 | wrapping 91:3 | z | |----------------------|-----------------------|---------------------| | 46:21 59:12 78:11 | wraps 96:8 | zero 67:14 79:20 | | 83:8 85:10 116:12 | write 36:13 41:18 | 82:21 94:24 | | 130:2 131:4,12 | 177:10 | 106:13,16,24 | | 148:2 164:20 | writes 34:4 39:6 | 107:19 108:20,23 | | 167:9 176:11 | writings 113:9 | 146:4,11 | | 185:9 188:9,12,18 | written 8:12 65:18 | | | word 59:21 | 119:8 121:2 | | | words 57:9 | 126:10 | | | work 17:8 19:9,11 | wrong 73:5 162:13 | | | 22:19 40:4 42:10 | 170:24 | | | 43:8 44:13 46:22 | wrote 37:5 181:25 | | | 54:5,8,9 56:12,13 | 182:4 | | | 57:17 58:20 59:24 | x | | | 61:14,18 64:11 | x 1:3,8 187:2,17 | | | 66:4,11 67:21 | | | | 68:14 70:14 73:3 | y | | | 73:18 76:24 78:15 | yacht 119:7 | | | 80:19 83:14,15,17 | yeah 59:13 170:13 | | | 84:2 86:2 88:10 | 172:25 | | | 88:14,17 89:17 | year 42:13 74:11 | | | 90:2,3,13 97:10,16 | 74:12 75:15,16 | | | 97:20 98:6 109:10 | 82:23 154:10,13 | | | 112:14,20 121:11 | years 7:17 17:13 | | | 125:23 135:19 | 18:3 20:21 82:23 | | | 154:19,25 167:24 | 82:24 166:3,4 | | | 169:22 176:20 | 169:3 176:7 | | | 177:2 178:2,5 | yep 36:2 95:22 | | | worked 15:20 45:2 | 121:9 178:8,10 | | | 56:16 92:5 95:5 | yesterday 106:22 | | | 100:17 109:22 | 123:16 126:12 | | | 135:22 136:4,9 | york 1:18,19,21 | | | working 51:18 | 2:5,5,10,10 3:25 | | | 90:6 96:22 136:15 | 4:2 5:23 58:8 | | | 155:25 178:4 | 79:15,17 115:8,10 | | | works 134:15 | 146:22 173:19 | | | 176:9 | 176:14 188:3,7 | | | world 38:2 | youtube 120:20 | | | worried 182:10 | | | | worth 19:10,25 | | | | | | | | | | |

Federal Rules of Civil Procedure

Rule 30

(e) Review By the Witness; Changes.

(1) Review; Statement of Changes. On request by the deponent or a party before the deposition is completed, the deponent must be allowed 30 days after being notified by the officer that the transcript or recording is available in which: (A) to review the transcript or recording; and (B) if there are changes in form or substance, to sign a statement listing the changes and the reasons for making them.

(2) Changes Indicated in the Officer's Certificate. The officer must note in the certificate prescribed by Rule 30(f)(1) whether a review was requested and, if so, must attach any changes the deponent makes during the 30-day period.

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Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 336 of 567

# **EXHIBIT 3**

Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 337 of 567

> UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT In Re \* Chapter 11 \* \* HO WAN KWOK, \* Case 22-50073(JAM) \* Debtor. \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* TRANSCRIPT OF TELEPHONIC 341 MEETING OF CREDITORS MARCH 21, 2022 Electronically Recorded by the Office of the United States Trustee Transcript Prepared By: Christine Fiore, CERT Fiore Reporting and Transcription Service, Inc. 4 Research Drive, Suite 402 Shelton, CT 06484 (203)929-9992

Ho Wan Kwok - March 21, 2022

| APPEARANCES: | | |-----------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | For the Debtor: | WILLIAM R. BALDIGA, ESQ. BEN SILVERBERG, ESQ. URI PINELO, ESQ. Brown Rudnick, LLP Seven Times Square New York, NY 10036 | | For the U.S. Trustee: | HOLLEY E. CLAIBORN, ESQ. Office of the U.S. Trustee 150 State Street New Haven, CT 06510 | | For Logan Cheng, Creditor: | JAY MARSHALL WOLMAN, ESQ. Randazza Legal Group 100 Pearl Street, 14th Floor Hartford, CT 06103 | | For Pacific Alliance Asia Opportunity Fund, LP, Creditors: | DAVID V. HARBACH, II, ESQ. O'Melveny & Myers, LLP 1625 I Street NW Washington, DC 20006 | | | STUART SARNOFF, ESQ. LAURA ARONSSON, ESQ. CRAIG McALLISTER, ESQ. MAKENZIE RUSSO STEVEN WARREN O'Melveny & Myers, LLP Times Square Tower 7 Times Square New York, NY 10036 | | For Bruno Wu, Weican Meng and Rui Ma, Creditors: | KAREN WARSHAUER McElroy, Deutsch, Mulvaney & Carpenter One State Street Hartford, CT 06103 | | For Xiaodan Wang, Rong Zhang and Chong Shen Raphanella, Creditors: | LILLIAN GRINNELL, ESQ. Wolf Haldenstein Adler Freeman & Herz 270 Madison Avenue New York, NY 10016 |

#### Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 339 of 567

Ho Wan Kwok - March 21, 2022

| APPEARANCES: (Cont'd) | | |-----------------------------------------|-----------------------------------------------------------------------------------------------| | For Samuel Nunberg, Creditor: | AMY ZAMIR, ESQ. Nesenoff & Miltenberg, LLP 363 Seventh Avenue New York, NY 10001 | | For the Sherry Netherland, Creditor: | EMILY KUZNICK, ESQ. Stroock, Stroock and Lavan 180 Maiden Lane New York, NY 10038 |

#### Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 340 of

Ho Wan Kwok - March 21, 2022

| 1 | MS. CLAIBORN: I'm going to repeat myself | |----|------------------------------------------------------| | 2 | from the beginning here because I want to make sure | | 3 | it's all on the record and I apologize. | | 4 | I'm going to basically start this meeting | | 5 | over again and we're going to go very quickly and | | 6 | then we'll come back to where I was just about to | | 7 | go. | | 8 | Today is Monday, March 21st, 2022 and we | | 9 | are gathered for the Section 341 meeting in the | | 10 | Chapter 11 case of Ho Wan Kwok, also known as Wengui | | 11 | Gwo and Miles Kwok. | | 12 | My name is Holley Claiborn and I'm a trial | | 13 | attorney in the Office of the United States Trustee | | 14 | and I will be conducting today's meeting. | | 15 | I am recording this meeting and also we | | 16 | have the presence of an interpreter on the line | | 17 | whose name is Bin, B-I-N. | | 18 | And so that I have it on the record, I'm | | 19 | going to ask Bin a third time about her oath. | | 20 | (The interpreter is sworn.) | | 21 | For purposes of speeding this up on the | | 22 | record we have appearances today by Jay Wolman, on | | 23 | behalf of Logan Cheng. We have the appearance of | | 24 | David Harbach, Stuart Sarnoff, Mia Gonzalez, Laura |

#### Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 341 of

| | Ho Wan Kwok - March 21, 2022 5 | |----|------------------------------------------------------| | 1 | Aronsson, Craig McAllister and Mackenzie Russo, all | | 2 | on behalf of Pacific Alliance. And for creditors | | 3 | Rui Ma, Bruno Wu and Weican Meng, we have Karen | | 4 | Warshauer, a paralegal at McElroy. | | 5 | THE INTERPRETER: Sorry, I cannot get all | | 6 | those names at once. | | 7 | MS. CLAIBORN: Bin, did you translate all | | 8 | of the names for the Pacific Alliance? | | 9 | THE INTERPRETER: The names actually just | | 10 | a repeat of the pronunciation. No translation. | | 11 | MS. CLAIBORN: Thank you. Whoever does | | 12 | not have their phone on mute, could you please put | | 13 | it on mute? Thank you. | | 14 | Okay. The other appearances, Karen | | 15 | Warshauer, from McElroy, and she represents Bruno | | 16 | Wu, Weican Meng and Rui Ma. | | 17 | Before I go back to the debtor, are there | | 18 | any other creditors on the line who have counsel | | 19 | who'd like to put their appearance on the record? | | 20 | MS. GRINNELL: Hi -- | | 21 | MS. CLAIBORN: Please wait for the | | 22 | translation. | | 23 | MS. GRINNELL: (Indiscernible) I'm from | | 24 | the firm Wolf Haldenstein Adler Freeman and Herz and | | 25 | we represent -- |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 342 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 6 | | 1 | THE INTERPRETER: Sorry. The interpreter | | 2 | cannot hear you clearly. | | 3 | MS. GRINNELL: I'm sorry. My connection | | 4 | has been kind of off. Can you hear me now? | | 5 | THE INTERPRETER: Yes. | | 6 | MS. GRINNELL: Okay. I'll repeat what I | | 7 | said. | | 8 | My name is Lillian Grinnell. I'm an | | 9 | attorney at Wolf Haldenstein Adler Freeman and Herz | | 10 | and we represent the creditors, Rong Zhang, Xiaodan | | 11 | Wang, and Chong Sheen Raphanella. | | 12 | THE INTERPRETER: The names you pronounced | | 13 | I could not get them. | | 14 | MS. GRINNELL: I'll spell them. | | 15 | I'll start with the creditor's names. The | | 16 | creditor's names are Rong Zhang, and that's -- the | | 17 | first name is Rong, R-O-N-G, Z-H-A-N-G. | | 18 | The second creditor's name is Xiaodan | | 19 | Wang. And her first name is spelled X-I-A-O-D-A-N. | | 20 | And her last name is spelled W-A-N-G. | | 21 | And then the third creditor, Chong Shen | | 22 | Raphanella. And her first name is C-H-O-N-G. And | | 23 | then the second name is S-H-E-N. And the third name | | 24 | is R-A-P-H-A-N-E-L-L-A. | | 25 | THE INTERPRETER: I only got Chong Shen |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 343 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 7 | | 1 | and R-A-P-H-A-L. | | 2 | MS. GRINNELL: I'm sorry. Are you asking | | 3 | me to spell the third name again? | | 4 | (No response.) | | 5 | Sorry? I apologize. My connection is | | 6 | very bad. Do you need me to spell any of the names | | 7 | again? | | 8 | THE INTERPRETER: I think I'm okay. I | | 9 | repeat it to Mr. Kwok already. | | 10 | MS. GRINNELL: Okay. | | 11 | MS. CLAIBORN: Are there any other | | 12 | creditors on the line or parties on the line? | | 13 | MS. ZAMIR: This is Amy Zamir, from | | 14 | Nessenoff & Miltenberg. I'm spell that. My last | | 15 | name is Zamir, Z-A-M-I-R. Nessenoff is N-E-S-S-E-N | | 16 | O-F-F, and Miltenberg, M-I-L-T-E-N-B-E-R-G. And we | | 17 | represent creditor Sam Nunberg, N-U-N-B-E-R-G. | | 18 | MS. CLAIBORN: Is there anyone else who | | 19 | would like to put their appearance on the record. | | 20 | MS. KUZNICK: Yes. This is Emily Kuznick, | | 21 | E-M-I-L-Y, and then Kuznick, K-U-Z-N-I-C-K, of | | 22 | Stroock, Stroock and Lavan, that's S-T-R-O-O-C-K, | | 23 | and Stroock, and Lavan is L-A-V-A-N. And we | | 24 | represent the Sherry Netherland. And for Sherry | | 25 | Netherland it's S-H-E-R-R-Y, and then Netherland, N- |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 344 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 8 | | 1 | E-T-H-E-R-L-A-N-D. | | 2 | THE INTERPRETER: I'm clarifying what he | | 3 | said. | | 4 | (Interpretation.) | | 5 | THE INTERPRETER: Let me continue | | 6 | clarifying what was yelled out just now. | | 7 | (Interpretation.) | | 8 | THE INTERPRETER: I'm sorry. The | | 9 | interpreter cannot get that. Nobody picked up my | | 10 | question so I don't know. | | 11 | MS. CLAIBORN: Thank you, Bin. | | 12 | Any other creditors or parties in interest | | 13 | before I go back to the debtor? | | 14 | MR. HARBACH: This is David Harbach, from | | 15 | O'Melveny and Myers, representing PACS. I just | | 16 | wanted to clarify that is it correct that we have | | 17 | not gotten an answer from the debtor about what he | | 18 | just said? | | 19 | I have not heard any interpretation of it | | 20 | and I understand the interpreter was attempting to | | 21 | clarify what was said but the debtor did not | | 22 | respond, as far as I heard, and we'd like to know | | 23 | what he said. | | 24 | MR. BALDIGA: This is Bill Baldiga. I'll | | 25 | accept your apologies. That was not the debtor, but |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 345 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 9 | | 1 | I accept your apology for that inference. | | 2 | MS. CLAIBORN: I'm going to come back to | | 3 | that a in minute. | | 4 | MR. HARBACH: Okay. (Indiscernible) | | 5 | whether I should apologize, but can we inquire then | | 6 | who made the outburst? The interpreter was | | 7 | attempting to clarify and so are we. Forgive the | | 8 | inference. | | 9 | THE INTERPRETER: So I interpreted what | | 10 | you requested. Just now someone burst out with a | | 11 | few words -- with sentences. The interpreter did | | 12 | not get those sentences. So the interpreter tried | | 13 | to clarify who talked and what those words are, but | | 14 | nobody picked up the interpreter's question. | | 15 | MS. CLAIBORN: This is Holley Claiborn. | | 16 | Could the person who spoke up please answer the | | 17 | interpreter's question and identify themselves? | | 18 | THE INTERPRETER: Sorry about that. Just | | 19 | now it was it was just a video tape. It was not | | 20 | someone talked. | | 21 | MR. BALDIGA: This is Bill Baldiga. Mr. | | 22 | Kwok -- what Mr. Kwok heard during that outburst was | | 23 | someone playing back an audio of his voice and we do | | 24 | want to know everyone who is on the phone and we | | 25 | would like identified who played that audio clip. |

| Case 22-50073 | Doc 328-1 | Filed 05/04/22 | Entered 05/04/22 20:28:55 | Page 346 of | |---------------|-----------|----------------|---------------------------|-------------| |---------------|-----------|----------------|---------------------------|-------------|

| | Ho Wan Kwok - March 21, 2022 10 | |----|-------------------------------------------------------| | 1 | Thank you. | | 2 | UNIDENTIFIED: Sorry, it was me. I played | | 3 | Mr. Kwok's video just now. | | 4 | MS. CLAIBORN: Could the person who just | | 5 | spoke identify themselves? | | 6 | THE INTERPRETER: The interpreter needs to | | 7 | clarify. | | 8 | (Interpreter inquires) | | 9 | MR. YAN: My name is Xingyu Yan. I'm one of | | 10 | Mr. Kwok's creditors. | | 11 | MR. BALDIGA: Can we have the spelling, | | 12 | please? Could we obtain the spelling of that name | | 13 | please? | | 14 | MR. YAN: The spelling is X, for Xray, I, as | | 15 | India, N, as in Nancy, G as in George, Y as in Yes, | | 16 | U as in umbrella. Last name Y, A as in apple, N as | | 17 | in Nancy. | | 18 | MR. BALDIGA: Ms. Claiborn, Bill Baldiga | | 19 | again. Could you please exhaust the names of | | 20 | everyone else on the line, just so we know who is | | 21 | participating, whether or not they intend to ask | | 22 | questions? | | 23 | MS. CLAIBORN: I'm trying to get there. | | 24 | That was my -- okay. | | 25 | Is anyone else on the line? If you are on |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 347 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 11 | | 1 | the line, and you could please identify yourself? | | 2 | MR. GREIF: Hello. My name is Steven Greif, | | 3 | G-R-E-I-F. | | 4 | MR. WARREN: Steven Warren of O'Melveny & | | 5 | Myers. | | 6 | MR. JALBERT: Craig Jalbert of | | 7 | (indiscernible). | | 8 | INDISCERNIBLE: (Indiscernible) from | | 9 | Robinson and Cole. | | 10 | INDISCERNIBLE: (Indiscernible) from | | 11 | Stroock, Stroock and Lavan. | | 12 | MS. DEERING: Alexandra Deering of Brown | | 13 | Rudnick. | | 14 | MS. CLAIBORN: This is Holley Claiborn | | 15 | again. Thank you all for putting your appearances on | | 16 | the record. And if I could go back to debtor's | | 17 | camp, Mr. Baldiga, could you put your appearance on | | 18 | the record and note everybody who's with you at your | | 19 | location. | | 20 | MR. BALDIGA: Yes. We're in our -- | | 21 | I'm sorry. I missed what was just said. | | 22 | MS. CLAIBORN: Mr. Baldiga, could you go | | 23 | ahead, please? Mr. Baldiga, could you go ahead, | | 24 | please? | | 25 | MR. BALDIGA: Yes. Thank you. We are at |

## Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 348 of

| | Ho Wan Kwok - March 21, 2022 12 | |----|-----------------------------------------------------| | 1 | our offices at 7 Times Square in New York. | | 2 | And can you please state the name, Mr. | | 3 | Baldiga, of who is present with you? | | 4 | (No response.) | | 5 | MS. CLAIBORN: Mr. Baldiga, could you please | | 6 | state the names of the people who are with you? | | 7 | MR. BALDIGA: Ben Silverberg and Uri Pinelo. | | 8 | MS. CLAIBORN: Okay. Other names I believe | | 9 | I heard earlier are Una Menye (ph), who is an | | 10 | interpreter, and Attorney Aaron Mitchell. | | 11 | MR. BALDIGA: That's right. Yes. | | 12 | Ms. CLAIBORN: Okay. I'm going to swear in | | 13 | Mr. Kwok and I would ask everyone to put their | | 14 | phones on mute. | | 15 | (The debtor is sworn.) | | 16 | MS. CLAIBORN: Mr. Kwok, as you know, today's | | 17 | meeting is being recorded and there's an | | 18 | interpreter, Bin, who's interpreting my questions | | 19 | and the comments of others and will also be | | 20 | interpreting your answers. | | 21 | Please wait to answer any questions you are | | 22 | asked today until the official interpreter has made | | 23 | a full translation. | | 24 | I ask that you do not communicate with your | | 25 | own interpreter who is present with you before you |

| Case 22-50073 | Doc 328-1 | Filed 05/04/22 | Entered 05/04/22 20:28:55 | Page 349 of | |---------------|-----------|----------------|---------------------------|-------------| |---------------|-----------|----------------|---------------------------|-------------|

Ho Wan Kwok - March 21, 2022 answer the questions, and should you do so, I will ask the official interpreter to translate that discussion. THE INTERPRETER: Sorry. Could you please repeat? MS. CLAIBORN: Mr. Kwok, I ask that you do not communicate with your own interpreter who is with you today before you answer my questions or the questions of others. THE INTERPRETER: He could not use his own interpreter. MS. CLAIBORN: Bin, could you translate that instruction for Mr. Kwok. MR. BALDIGA: This is Bill Baldiga. To the extent -- MS. CLAIBORN: Mr. Baldiga, could you just wait for Bin to interpret that instruction for me and then you can make your comment. MR. BALDIGA: Two things. This is Bill Baldiga. Holley, you've become quite muffled again and second, to the extent that Mr. Kwok needs to talk to his interpreter to better understand what was said or the interpreter in the room with us believes that there was a misinterpretation, we will

Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 350 of

| | Ho Wan Kwok - March 21, 2022 14 | |----|--------------------------------------------------------| | 1 | tell you that so that you do know if there is a | | 2 | further conversation. | | 3 | MS. CLAIBORN: Thank you. | | 4 | HO WAN KWOK, Sworn | | 5 | EXAMINATION BY MS. CLAIBORN: | | 6 | Q Mr. Kwok, can you please explain the reason | | 7 | to file your Chapter 11 bankruptcy case? | | 8 | UNIDENTIFIED: Sorry? | | 9 | Q Mr. Kwok, please explain the reasons behind | | 10 | your decision to file your Chapter 11 bankruptcy | | 11 | case? | | 12 | MR. HARBACH: This is David Harbach. We're | | 13 | having trouble understanding you again. | | 14 | MS. CLAIBORN: I apologize. My phone system | | 15 | is new and I'm yelling into the phone, but unless I | | 16 | put it on speaker phone I won't be able to record | | 17 | it. Does yelling improve your ability to hear me? | | 18 | MR. HARBACH: It's very difficult to | | 19 | understand your questions because they're so | | 20 | muffled. It's not volume, it's diction, if I may be | | 21 | blunt. | | 22 | MS. CLAIBORN: I will try to speak slowly. | | 23 | Is that any better? | | 24 | MR. BALDIGA: It seems to be, yes. Thank | | 25 | you. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 351 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 15 | | 1 | | | 2 | Q Okay. We're going to try this again. | | 3 | Mr. Kwok, can you please explain your | | 4 | reasons behind filing your Chapter 11 bankruptcy | | 5 | case? | | 6 | A I cannot understand you. I don't know what | | 7 | you mean by filing Chapter 11 of bank. | | 8 | Q Mr. Kwok, why did you file your bankruptcy | | 9 | case? | | 10 | THE INTERPRETER: The interpreter would like | | 11 | to clarify the word he said. | | 12 | A I'm not filing any bankruptcy certificate. | | 13 | Q Let me try again. | | 14 | Mr. Kwok, you are a Chapter 11 debtor in a | | 15 | bankruptcy proceeding here in the United States. | | 16 | Mr. Kwok, what were the reasons behind your | | 17 | decision to file your bankruptcy case? | | 18 | A So you're asking me why I'm applying for | | 19 | bankruptcy, right? | | 20 | Q Yes. | | 21 | A I filed (indiscernible) in mid-February in | | 22 | my second trial, or second appearance in Southern | | 23 | District. I was given a fine of \$120 million and I | | 24 | was ordered to pay it off within five days. So | | 25 | without any choices -- so I filed bankruptcy |

#### Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 352 of

| | Ho Wan Kwok - March 21, 2022 16 | |----|-------------------------------------------------------| | 1 | application at Connecticut state and Chapter 11. | | 2 | Q Mr. Kwok, when was the first time you spoke | | 3 | with a lawyer about filing a bankruptcy case? | | 4 | MR. BALDIGA: Just the date, or the | | 5 | approximate date. Not the substance of the advice. | | 6 | A Approximately 12, 13. | | 7 | Q Can you please provide the month and the | | 8 | year? | | 9 | A It was February the 12th of 2002. | | 10 | Q Did you say 2002 or 2021? | | 11 | A 2022. February the 12th or 13. | | 12 | Q Mr. Kwok, I'd ask you to take a look at your | | 13 | bankruptcy petition that was filed with the | | 14 | bankruptcy court at ECF 1. | | 15 | Mr. Kwok, a handwritten signature appears on | | 16 | that petition. Is that your handwritten signature? | | 17 | A Hold on a second. I'll ask the lawyer to get | | 18 | it and I'll take a look. | | 19 | MR. BALDIGA: This is Bill Baldiga. We have | | 20 | with us the petition with the electronic signature | | 21 | as filed. I don't have in the conference room me | | 22 | the handwritten signature. If you'd like us to get | | 23 | it, we could get it at a break. | | 24 | Q Mr. Kwok, can you take a look at the | | 25 | document that your counsel has, which is the |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 353 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 17 | | 1 | bankruptcy petition with your printed name on it and | | 2 | confirm that you signed that document prior to it | | 3 | being filed with the court? | | 4 | A Please hold on one second. Let me take a | | 5 | look. | | 6 | MR. BALDIGA: Could I hear the translation, | | 7 | please. I want to hear the translation of what you | | 8 | said. | | 9 | (No response.) | | 10 | MR. BALDIGA: Is the translator still with | | 11 | us? | | 12 | MS. CLAIBORN: Bin, are you on the line? | | 13 | (No response.) | | 14 | Bin, are you there? | | 15 | (No response.) | | 16 | It seems that Bin has left us so I'm going | | 17 | to put everybody on hold and I'm going to try to | | 18 | reconnect her. I apologize. | | 19 | MR. BALDIGA: That's okay. Could we take a | | 20 | short break? | | 21 | MS. CLAIBORN: It's going to take me a few | | 22 | minutes to do that, so go ahead and we'll reconvene | | 23 | as soon as I can get her on the line. | | 24 | MR. BALDIGA: Thank you very much. | | 25 | (Off the record.) |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 354 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 18 | | 1 | MS. CLAIBORN: We are back on the record | | 2 | after a short break due to some technical | | 3 | difficulties. | | 4 | BY MS. CLAIBORN: | | 5 | Q The pending question was asking Mr. Kwok to | | 6 | confirm that he signed the bankruptcy petition that | | 7 | was filed at ECF 1. | | 8 | A I have finished looking at it, yes. | | 9 | Q Mr. Kwok, did you read and understand the | | 10 | bankruptcy petition and information it contains | | 11 | before you signed it? | | 12 | A Yes, I understood. | | 13 | Q Mr. Kwok, was the petition translated into | | 14 | another language for you before you signed it? | | 15 | A Yes, it was translated into Chinese for me. | | 16 | Q Who translated the bankruptcy petition? | | 17 | A My lawyer did. | | 18 | Q Mr. Kwok, I don't think that Mr. Baldiga | | 19 | speaks Chinese. | | 20 | So who was the company or the person that | | 21 | you used to translate the petition for you? | | 22 | A I don't know. | | 23 | Q Mr. Kwok, is the information in your | | 24 | bankruptcy petition true and accurate to the best of | | 25 | your knowledge? |

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Ho Wan Kwok - March 21, 2022 A Yes, it is accurate and true. Q Mr. Kwok, can you please take a look at the declaration and about individual debtor's schedules that was filed with the court docket at ECF No. 79. THE INTERPRETER: Sorry, could you please repeat? Q Mr. Kwok, can you please take a look at the declaration about an individual debtor's schedules that was filed with the bankruptcy court at ECF 79. Mr. Kwok, a handwritten signature appears on that declaration. Is that your handwritten signature? A The document in my hand. Yes, it was signed by me. Q And are you looking at ECF no. 79? A Yes. Q Mr. Kwok, was the declaration that was filed at ECF 79 translated into another language for you before you signed it? A Yes. Q What language was it translated into? A Chinese. Q Mr. Kwok, do you know who did the translation of ECF no. 79? A Yes.

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 356 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 20 | | 1 | Q And who was that person who translated ECF | | 2 | 79 into Chinese for you? | | 3 | A The lawyer. | | 4 | Q Can you tell me the name of the lawyer? | | 5 | A Bill. | | 6 | MR. BALDIGA: This is Bill Baldiga. The | | 7 | witness is not distinguishing between what I did | | 8 | personally and what we had commissioned, to help | | 9 | clarify. I do not obviously do translations myself. | | 10 | MS. CLAIBORN: Attorney Baldiga, can you | | 11 | tell me the name of the translation person who | | 12 | worked for you or the name of the company? | | 13 | MR. BALDIGA: I'll have to get that. I don't | | 14 | have it here. | | 15 | Q Mr. Kwok, did you read and understand the | | 16 | declaration filed at ECF no. 79 before you signed | | 17 | it? | | 18 | A Yes, understood. | | 19 | Q Mr. Kwok, can you please take a look at your | | 20 | bankruptcy schedules that were filed with the | | 21 | bankruptcy court at ECF 78. | | 22 | And Mr. Kwok, for purposes of today, when I | | 23 | used the term schedules, either collectively or by a | | 24 | particular schedule, I'm referring to the documents | | 25 | that were filed at ECF 78. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 357 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 21 | | 1 | Mr. Kwok, were your bankruptcy schedules | | 2 | translated for you? | | 3 | A Yes, it was translated. | | 4 | Q Mr. Kwok, were you involved in preparing the | | 5 | responses and the answers to the questions in the | | 6 | schedules? | | 7 | A Yes, I was. | | 8 | Q Mr. Kwok, did you read and understand all of | | 9 | the responses and the answers to the questions in | | 10 | the schedules before you signed the declaration that | | 11 | was filed at ECF 79. | | 12 | A Yes. | | 13 | Q Mr. Kwok, who assisted you in the | | 14 | preparation of your bankruptcy schedules? | | 15 | A The lawyer. | | 16 | Q Mr. Kwok, can you tell me which lawyers | | 17 | helped you? | | 18 | A Bill. | | 19 | Q Mr. Kwok, are you referring to Attorney | | 20 | Baldiga? | | 21 | A Yes. | | 22 | Q Mr. Kwok, did any other lawyers help you in | | 23 | preparing your bankruptcy schedules? | | 24 | A Yes. | | 25 | Q Can you please tell me the names of the |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 358 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 22 | | 1 | other lawyers who assisted you? | | 2 | A I don't know how to say their names. I | | 3 | cannot read English well. | | 4 | MR. BALDIGA: This is Bill Baldiga. I'm | | 5 | happy to add that, of course, other of our | | 6 | colleagues here at Brown Rudnick assisted. But I'm | | 7 | not sure Mr. Kwok would have details as to who | | 8 | exactly assisted on what part of it, but you could | | 9 | ask, of course. | | 10 | Q Mr. Kwok, did any lawyer help you prepare | | 11 | your schedules who is not a lawyer at Brown Rudnick? | | 12 | MR. BALDIGA: Excuse me. I need to talk with | | 13 | Mr. Kwok for one second. I'm just going to put you | | 14 | on mute for one second. | | 15 | MS. CLAIBORN: I'd prefer he answer the | | 16 | question before you have your conference, Mr. | | 17 | Baldiga. | | 18 | A Because the whole bankruptcy application, | | 19 | the whole stuff was arranged by this lawyer. But I | | 20 | don't know all the other details. | | 21 | MS. CLAIBORN: Do you want to confer with | | 22 | your client? | | 23 | MR. BALDIGA: I'll clarify only that Mr. | | 24 | Kwok likely does not know of all of the | | 25 | conversations that we've had with others, but this |

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| 23 | |----| | |

| | Ho Wan Kwok - March 21, 2022 23 | |----|------------------------------------------------------| | 1 | is the opportunity to exam him, so you can obviously | | 2 | ask that but we don't want to be misleading. | | 3 | Q Mr. Kwok, aside from Mr. Baldiga and lawyers | | 4 | at Brown Rudnick did you speak with any other | | 5 | lawyers about preparing your bankruptcy schedules? | | 6 | A Yes. | | 7 | Q Who did you speak with? | | 8 | A Another law firm called Ari and my personal | | 9 | lawyer (indiscernible). | | 10 | Q What is the name of your personal lawyer? | | 11 | MR. BALDIGA: Could I confer and I might be | | 12 | able to answer that question? | | 13 | MS. CLAIBORN: Go ahead. | | 14 | MR. BALDIGA: Could I have a second to | | 15 | confer, please? | | 16 | MS. CLAIBORN: Yes. | | 17 | (Pause.) | | 18 | MR. BALDIGA: Thank you. | | 19 | Q Mr. Kwok, what is the name of your personal | | 20 | lawyer? | | 21 | A Guy Petrillo and Ari (indiscernible). | | 22 | Q Mr. Kwok do I understand correctly that you | | 23 | discussed your bankruptcy schedules with Guy | | 24 | Petrillo and Aaron Mitchell? | | 25 | A Yes. |

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Ho Wan Kwok - March 21, 2022

| 1 | Q Mr. Kwok, did you discuss your bankruptcy | |----|-----------------------------------------------------| | 2 | schedules with any other lawyers that you haven't | | 3 | yet told me about today? | | 4 | A I don't remember. | | 5 | Q Mr. Kwok, are there any errors or omissions | | 6 | in your bankruptcy schedules? | | 7 | A I don't see anything like that now. | | 8 | Q Mr. Kwok, is everything in your bankruptcy | | 9 | schedules true and accurate to the best of your | | 10 | knowledge? | | 11 | A Yes. | | 12 | Q Mr. Kwok, could you please take a look at | | 13 | your bankruptcy statement of financial affairs that | | 14 | was filed with the court at ECF no. 77. | | 15 | Mr. Kwok, using the numbers at the top of | | 16 | the document can you please go to page 20 where you | | 17 | will find a handwritten signature. | | 18 | THE INTERPRETER: Sorry? | | 19 | Q Where you will find a handwritten signature. | | 20 | Mr. Kwok, is the handwritten signature on | | 21 | page 20 of the statement of financial affairs your | | 22 | own? | | 23 | A Yes. | | 24 | Q Mr. Kwok, was the statement of financial | | 25 | affairs translated for you before you signed it? |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 361 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 25 | | 1 | A Yes. | | 2 | Q Mr. Kwok, were you involved in the preparing | | 3 | of the responses and the answers to the questions in | | 4 | the statement of financial affairs? | | 5 | A Yes. | | 6 | Q Mr. Kwok, did you read and understand all | | 7 | the responses and answers to the questions in the | | 8 | statement of financial affairs before you signed it? | | 9 | A I understood all. | | 10 | Q Mr. Kwok, are there any errors or omissions | | 11 | in your statement of financial affairs? | | 12 | A No. | | 13 | (No response.) | | 14 | Q Mr. Kwok, would you please answer the | | 15 | question? | | 16 | MR. BALDIGA: I'm sorry. Could you repeat | | 17 | that? We didn't get the interpretation here in the | | 18 | room for some reason. | | 19 | MS. CLAIBORN: I'll ask the question again. | | 20 | Q Are there any errors or omissions in your | | 21 | statement of financial affairs? | | 22 | A Up to now I haven't found any errors or | | 23 | omissions. | | 24 | Q Mr. Kwok, is everything in your statement of | | 25 | financial affairs true and accurate to the best of |

| Case 22-50073 | Doc 328-1 | Filed 05/04/22 Entered 05/04/22 20:28:55 Page 362 of 567 | |---------------|-----------------|-------------------------------------------------------------------| | | | Ho Wan Kwok - March 21, 2022 26 | | 1 | your knowledge? | | | 2 | A | Yes. | | 3 | Q | Mr. Kwok, who assisted you in the | | 4 | | preparation of your statement of financial affairs? | | 5 | A | My lawyer, Bill, and my financial advisor, | | 6 | Matt. | | | 7 | Q | Mr. Kwok, are you referring to Attorney | | 8 | Baldiga? | | | 9 | A | Yes. | | 10 | Q | And what is the name -- the full name of the | | 11 | | financial advisor? | | 12 | A | I don't know how to spell it. | | 13 | | MR. BALDIGA: It's Matt Flynn and colleagues | | 14 | | at Verdolino and Lowey. But you could -- | | 15 | Q | Mr. Kwok, is that correct? | | 16 | A | I'm afraid I will say it wrong, but I will | | 17 | | ask for Mr. -- my lawyer Baldiga to clarify for you. | | 18 | Q | We can move on. | | 19 | | MR. BALDIGA: This is Bill Baldiga. | | 20 | | Mr. Kwok simply does not know the full name | | 21 | | of Matt Flynn or Matt's colleagues at Verlino and | | 22 | | Lowey, but I confirm that he is pointing at Matt | | 23 | | Flynn next to him when he answers the question. | | 24 | | MS. CLAIBORN: Thank you. | | 25 | Q | Mr. Kwok, did anyone else help you with your |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 363 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 27 | | 1 | statement of financial affairs? | | 2 | A No. | | 3 | Q Mr. Kwok, how long have you lived in the | | 4 | United States? | | 5 | A Nearly seven years. | | 6 | MR. HARBACH: This is David Harbach. I | | 7 | didn't get the translation of the answer. | | 8 | MS. CLAIBORN: Bin, can you please repeat | | 9 | your translation. | | 10 | THE INTERPRETER: Nearly 7 years. | | 11 | Q Mr. Kwok, do you still live at the Taconic | | 12 | Road property in Greenwich? | | 13 | A Yes. | | 14 | Q Who owns that property in Greenwich? | | 15 | A My wife. | | 16 | Q Your bankruptcy documents refer to a company | | 17 | called Greenwich Land, LLC. Who owns that company? | | 18 | A My wife. | | 19 | Q What is your wife's name? | | 20 | A (Indiscernible) | | 21 | MS. CLAIBORN: Bin, could you please | | 22 | translate that for me into a spelling? | | 23 | THE INTERPRETER: Let me just clarify with | | 24 | him which Chinese characters are, then I can spell | | 25 | it for you. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 364 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 28 | | 1 | A My wife's name is read at (indiscernible) | | 2 | but she's from -- she's from Hong Kong. Their | | 3 | spelling is different from Mainland and I don't know | | 4 | how to spell her name. | | 5 | Q Mr. Kwok, could you just please spell her | | 6 | last name? | | 7 | A I don't know how to spell. | | 8 | Q Does anyone else have a membership interest | | 9 | in Greenwich Land LLC aside from your wife? | | 10 | A I don't know. | | 11 | Q When was Greenwich Land LLC formed as a | | 12 | company? | | 13 | A 2020. | | 14 | Q Mr. Kwok, have you ever been a member of | | 15 | Greenwich Land, LLC? | | 16 | A No. | | 17 | Q How much did Greenwich Land, LLC pay for the | | 18 | purchase of the Greenwich property on Taconic Road? | | 19 | A I don't know specifically but approximately | | 20 | 5 million. | | 21 | Q And how was that purchase funded? | | 22 | A I don't know. | | 23 | Q Who would know the answer, Mr. Kwok? | | 24 | THE INTERPRETER: Sorry? | | 25 | Q Who would know the answer to that, Mr. Kwok? |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 365 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 29 | | 1 | A My wife knows. | | 2 | MR. HARBACH: This is David Harbach and I | | 3 | apologize for the interruption. | | 4 | We missed the translation by the number of | | 5 | that Mr. Kwok said approximately this kind of | | 6 | property would cost. Could that please be repeated? | | 7 | THE INTERPRETER: Sorry, the interpreter | | 8 | cannot hear you clearly. | | 9 | MS. CLAIBORN: Mr. Harbach, I will ask your | | 10 | question again. | | 11 | MR. HARBACH: Thank you. | | 12 | Q How much was the Taconic Road property in | | 13 | Greenwich purchased for? | | 14 | A I don't know clearly but approximately 4 | | 15 | million to 5 million. | | 16 | Q When did Greenwich Land LLC purchase the | | 17 | property on Taconic Road in Greenwich? | | 18 | A I don't know the specific time. | | 19 | Q Do you know the year? | | 20 | A 2019 or 2020. I don't remember clearly. | | 21 | (Unintelligible background chatter.) | | 22 | MS. CLAIBORN: Could whoever is speaking | | 23 | identify themselves? | | 24 | MR. BALDIGA: Excuse me just for one second. | | 25 | We may have a translation issue. I'm just going to |

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| | Ho Wan Kwok - March 21, 2022 | |----|-----------------------------------------------------| | 1 | put you on mute for one second. | | 2 | (Pause.) | | 3 | MR. BALDIGA: This is Bill Baldiga. We | | 4 | believe that the answer by Mr. Kwok to the date was | | 5 | 2019 or 2020, but the translator may have said 2020 | | 6 | without a mention of 2019. I obviously don't know. | | 7 | But that's -- if it matters, you could re-ask to be | | 8 | sure that there's clarity around that? | | 9 | Q Mr. Kwok, when did Greenwich Land LLC | | 10 | purchase the Taconic Road property in Greenwich? | | 11 | A Maybe it's 2020 or maybe it's 2019. I don't | | 12 | remember clearly. I don't know. | | 13 | Q Mr. Kwok, did you sign any documents in | | 14 | connection with the purchase of the Taconic Road | | 15 | Property in Greenwich? | | 16 | A No. | | 17 | Q Mr. Kwok, who lives at the Taconic Road | | 18 | property in Greenwich? | | 19 | THE INTERPRETER: Sorry? Who -- | | 20 | Q Who lives at the Taconic Road property in | | 21 | Greenwich? | | 22 | A My wife and I. Sometimes my daughter who | | 23 | lives in New York will come back. | | 24 | Q Mr. Kwok, are you currently employed by | | 25 | anyone? |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 367 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 31 | | 1 | THE INTERPRETER: Are you what? | | 2 | Q Are you currently employed by anyone or any | | 3 | company? | | 4 | A No. | | 5 | Q Mr. Kwok, have you had any employment or any | | 6 | job with an employer since you started living in the | | 7 | United States? | | 8 | A I don't remember clearly. I don't remember | | 9 | clearly but approximately in 2015 at Golden Spring I | | 10 | worked for some time. After I got part of my wages | | 11 | of salary I left and nothing else. | | 12 | Q What work did you do for Golden Spring in | | 13 | 2015? | | 14 | A I don't remember quite clearly but it seems | | 15 | it (indiscernible) I was put in charge of | | 16 | developing (indiscernible) investors. But I don't | | 17 | remember clearly. | | 18 | Q Mr. Kwok, when did you stop working for | | 19 | Golden Spring? | | 20 | MR. BALDIGA: Excuse me just one second. I | | 21 | just want to make sure we -- excuse me for one | | 22 | second. I just want to make sure we don't | | 23 | (indiscernible) translation. We may. | | 24 | (Pause.) | | 25 | MR. BALDIGA: Our interpreter believes that |

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Ho Wan Kwok - March 21, 2022

| | Ho Wan Kwok - March 21, 2022 32 | |----|------------------------------------------------------| | 1 | the response was that if he had a role at Golden | | 2 | Springs, it was to develop investment opportunities | | 3 | not to develop investors. | | 4 | Q Mr. Kwok, when did you stop working for | | 5 | Golden Spring? | | 6 | A I don't remember clearly. | | 7 | Q Mr. Kwok, when you say Golden Spring, are | | 8 | you referring to the company known as Golden Spring, | | 9 | New York, Limited? | | 10 | A Yes. | | 11 | Q Mr. Kwok, did you get paid for any of the | | 12 | work that you for Golden Spring? | | 13 | A Yes. | | 14 | Q How much were you paid? | | 15 | A Approximately 200,000. I don't remember | | 16 | specifically. | | 17 | Q Mr. Kwok, did you receive a paycheck from | | 18 | your work at Golden Spring? | | 19 | A I should have but I don't remember clearly | | 20 | specifically. | | 21 | Q Mr. Kwok, did you put the money that you | | 22 | were paid by Golden Spring into a bank account? | | 23 | A I should have put it into a credit card | | 24 | account at Morgan Stanley. | | 25 | Q Mr. Kwok, are you saying that you had a bank |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 369 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 33 | | 1 | account at Morgan Stanley? | | 2 | A Yes, once I had. | | 3 | Q Do you still have a bank account at Morgan | | 4 | Stanley? | | 5 | A No. | | 6 | Q When did you close your accounts at Morgan | | 7 | Stanley? | | 8 | A Around April, 2017 when (indiscernible) the | | 9 | Chinese Communist Party stated chasing me and | | 10 | (indiscernible) me. So all my bank accounts were | | 11 | closed. | | 12 | MR. BALDIGA: Hold on. There's a | | 13 | mistranslation there. | | 14 | (Pause.) | | 15 | MR. BALDIGA: The prior misstatement or | | 16 | mistranslation was just the interpretation of the | | 17 | word. But here the entire crux of the answer was | | 18 | left out. And I'm not sure what happened. | | 19 | MS. CLAIBORN: Maybe I can ask a different | | 20 | question. We can try again. | | 21 | MR. BALDIGA: No, I think -- no, I think -- | | 22 | the answer -- I'm concerned with the accuracy of the | | 23 | translation because there was specific mention of | | 24 | names that were simply not produced in the answer. | | 25 | And I'll guess, Bin, did you not hear the mention of |

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| | Ho Wan Kwok - March 21, 2022 34 | |----|---------------------------------------------------------| | 1 | PACS and Bruno Wu, or was there a sound issue, or | | 2 | what happened? | | 3 | (Interpreter translates) | | 4 | MS. CLAIBORN: Mr. Kwok, did you -- | | 5 | MR. KWOK: So Bruno Wu, (indiscernible) | | 6 | Airlines and also Chinese Communist party, they all | | 7 | chased me and wanted to kill me. So I | | 8 | (indiscernible) -- all my bank accounts were | | 9 | closed. | | 10 | PAC, PACS. (Indiscernible) all the people | | 11 | are present today at today's meeting. | | 12 | MR. BALDIGA: Could we have on the record | | 13 | the entirety of what Mr. Kwok said. That's a very | | 14 | small part of what he said, obviously. I don't know | | 15 | what he said but that's much shorter. | | 16 | (Interpreter translates) | | 17 | THE INTERPRETER: The interpreter is asking | | 18 | him to (indiscernible) every two names so that I | | 19 | can maintain the integrity of his meaning. | | 20 | MR. KWOK: At today's meeting there are PAC, | | 21 | one of the major creditors. And also | | 22 | (indiscernible). And also (indiscernible) member. | | 23 | All the money that had to be paid went into an | | 24 | account of the Communist Party under the name of | | 25 | Bruno Wu. So since that day when all the -- all the |

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| | Ho Wan Kwok - March 21, 2022 35 | |----|------------------------------------------------------| | 1 | representatives of the Chinese Communist party -- so | | 2 | when the chasing and killing started I lost all my | | 3 | bank accounts. | | 4 | MR. HARBACH: This is David Harbach. Bin, | | 5 | could you please repeat that? | | 6 | THE INTERPRETER: Sorry? | | 7 | MR. HARBACH: This is David Harbach. You | | 8 | just translated an answer that began with since that | | 9 | day. Can you please repeat the answer in English? | | 10 | THE INTERPRETER: Since that day all those | | 11 | people who are representatives of Chinese Communist | | 12 | Party, since that day I lost all my bank accounts. | | 13 | BY MS. CLAIBORN: | | 14 | Q Mr. Kwok, did you have any money in your | | 15 | Morgan Stanley account when you closed it? | | 16 | A Yes. | | 17 | Q And where did you move that money to? | | 18 | A Nobody bothered looking at me again since | | 19 | the account was closed. | | 20 | Q Mr. Kwok, my question is where did you move | | 21 | the money to? | | 22 | MR. BALDIGA: This is Bill Baldiga -- I'm | | 23 | sorry. This is Bill Baldiga. | | 24 | Could you ask if perhaps you're inferring or | | 25 | implying that he moved it as opposed to something |

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| | Ho Wan Kwok - March 21, 2022 36 | |----|-------------------------------------------------------| | 1 | happened to it? Could you ask it in a more neutral | | 2 | way and you may get a more full answer? | | 3 | Q Mr. Kwok, did you or someone acting on your | | 4 | behalf close the Morgan Stanley account? | | 5 | A The Communist Party, Bruno Wu and also the | | 6 | (indiscernible). It was closed by the Communist | | 7 | party. | | 8 | Q Mr. Kwok, was the Morgan Stanley account in | | 9 | the United States? | | 10 | A Yes. | | 11 | Q Mr. Kwok, how does somebody other than you, | | 12 | or someone acting on your behalf close a bank | | 13 | account in your name? | | 14 | THE INTERPRETER: He wants me to repeat the | | 15 | question, the interpretation of the question. | | 16 | (Interpreter translates again.) | | 17 | A It's the core control of the Communist | | 18 | Party, like what's happening today. The same thing. | | 19 | (Indiscernible) happened on me. | | 20 | MR. BALDIGA: Ms. Claiborn, could I suggest | | 21 | that you ask whether Morgan Stanley closed the | | 22 | account, just so we could be more efficient here? | | 23 | Q Mr. Kwok, did you close the account at | | 24 | Morgan Stanley? | | 25 | THE INTERPRETER: Sorry? |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 373 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 37 | | 1 | Q Mr. Kwok, did you close the account at | | 2 | Morgan Stanley? | | 3 | THE INTERPRETER: I'm sorry. I still didn't | | 4 | quite get the question actually. | | 5 | Q Mr. Kwok, did you personally close the | | 6 | account at Morgan Stanley? | | 7 | A No. | | 8 | Q Mr. Kwok, did you ask someone at Morgan | | 9 | Stanley to close your account? | | 10 | A No. | | 11 | Q Mr. Kwok, how did you find out that your | | 12 | bank account at Morgan Stanley was closed? | | 13 | A Morgan Stanley notified me that I was on the | | 14 | wanted list of the Chinese government. So it was | | 15 | Bruno Wu who was representing (indiscernible) name | | 16 | on the wanted list so the account was closed. | | 17 | Q Mr. Kwok, when Morgan Stanley closed the | | 18 | account, what happened to the money in the account? | | 19 | MR. HARBACH: Ms. Claiborn, this is David | | 20 | Harbach. I'm sorry. I missed the second half of that | | 21 | question. When Morgan Stanley closed the account | | 22 | and then I lost you. | | 23 | Q I'll repeat my question. | | 24 | Mr. Kwok, when Morgan Stanley closed the | | 25 | bank account, what happened to the money in the bank |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 374 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 38 | | 1 | account? | | 2 | A The last thing I know was a Chinese speaking | | 3 | person called me telling me that my account was | | 4 | closed because I was under a wanted list of the | | 5 | Chinese government. And what happened later on I | | 6 | don't know really. | | 7 | Q Mr. Kwok, how much money was in the -- | | 8 | MR. BALDIGA: This is Bill Baldiga -- | | 9 | MS. CLAIBORN: Yes, Mr. Baldiga? | | 10 | MR. BALDIGA: This is Bill Baldiga. I think | | 11 | it would be helpful -- I don't want to interrupt | | 12 | your flow of questions, if we took a break pretty | | 13 | soon. But if you want to finish this line, certain | | 14 | do that. | | 15 | I also want -- there may be some confusion | | 16 | with the Morgan name and so you may want to ask the | | 17 | witness whether it's, in fact, Morgan Stanley or JP | | 18 | Morgan Chase. | | 19 | MR. KWOK: Now I remember. I think it was JP | | 20 | Morgan Chase. I just cannot differentiate. I get | | 21 | confused with Morgan Stanley or JP Morgan Chase. | | 22 | Q Mr. Kwok, was there only one account at | | 23 | whatever it is you're calling it, be it JP Morgan | | 24 | Chase or Morgan Stanley? | | 25 | A What I remember is I have this only one |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 375 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 39 | | 1 | account. | | 2 | Q How much money was in that account | | 3 | approximately when it was closed? | | 4 | A A few thousand U.S. dollars. | | 5 | MR. HARBACH: I missed it. Can you repeat | | 6 | the English, please? | | 7 | MS. CLAIBORN: Bin, can you please repeat | | 8 | the answer? | | 9 | (No response.) | | 10 | MS. CLAIBORN: Bin, can you please repeat | | 11 | the answer? | | 12 | MR. HARBACH: This is David Harbach. I | | 13 | missed the translation before the word thousand. I | | 14 | did not hear the number. Could you please repeat | | 15 | it? | | 16 | THE INTERPRETER: He said a few thousand | | 17 | U.S. dollars. | | 18 | Q Mr. Kwok, when you say a few thousand | | 19 | dollars, can you give me an idea of what you mean? | | 20 | Was it under \$10,000? | | 21 | A I don't remember. | | 22 | Q Mr. Kwok, a few minutes ago you testified | | 23 | that you were working for Golden Spring developing | | 24 | investment opportunities. Can you explain more? | | 25 | THE INTERPRETER: Sorry? |

# Ho Wan Kwok - March 21, 2022 MS. CLAIBORN: I wasn't finished with the question. I apologize. I'll try again. Q Mr. Kwok, a few minutes ago you testified that you were working for Golden Spring developing investment opportunities. Can you please explain what you mean by that? A I don't remember. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 376 of

Q When you were working for Golden Spring, were you working in the United States?

A Yes.

Q When you were working with Golden Spring did you have a job title?

A I don't remember.

Q When you were working for Golden Spring, did you do any other work aside from developing investment opportunities?

A (indiscernible) Communist Party of China.

Q Can you please explain that?

A Since 2015 up till now I have been spending all my time and my energy on collecting information about corruption and also human rights issues and assassinations of the Community Party. That's my target and my work.

Q Mr. Kwok, do you currently have any source of income?

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 377 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 41 | | 1 | THE INTERPRETER: I didn't get you. Could | | 2 | you please repeat? | | 3 | Q Mr. Kwok, do you currently have a source of | | 4 | income? | | 5 | A No. | | 6 | Q Mr. Kwok, have you filed your tax returns | | 7 | for the year 2021 with the Internal Revenue Service | | 8 | in the United States? | | 9 | A No. | | 10 | Q Mr. Kwok, have you filed any tax returns in | | 11 | states for the tax year 2021? | | 12 | THE INTERPRETER: Sorry? | | 13 | Q Have you filed any tax returns for any | | 14 | states for the tax year 2021? | | 15 | A No. | | 16 | Q What tax returns will you need to file for | | 17 | what states for the year 2021? | | 18 | A Individual tax file in Connecticut. | | 19 | Q Will you be filing a tax return for the | | 20 | State of New York for the year 2021? | | 21 | A No. | | 22 | Q Mr. Kwok, you previously provided to my | | 23 | office tax returns for the years 2019 and 2020. Are | | 24 | those tax returns the same as the tax returns you | | 25 | filed with the Internal Revenue Service in the State |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 378 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 42 | | 1 | of New York? | | 2 | THE INTERPRETER: Sorry, the date of what? | | 3 | MS. CLAIBORN: 2019 and 2020. | | 4 | THE INTERPRETER: Yes, I got that. What's | | 5 | the later part? | | 6 | MS. CLAIBORN: The State of New York. | | 7 | A No, I filed them in Connecticut, 2020. | | 8 | Q Mr. Kwok -- | | 9 | A I in (indiscernible) for 2019 and 2020. | | 10 | 2020 I filed in Connecticut. | | 11 | MR. BALDIGA: Holley, can we take a break | | 12 | soon? | | 13 | MS. CLAIBORN: Unfortunately, I'm going to | | 14 | suggest that we can't really take a break because we | | 15 | only have the interpreter until 2:00. So if we do, | | 16 | it needs to be a very, very short one. | | 17 | MR. BALDIGA: Okay. Five minutes? | | 18 | MS. CLAIBORN: Yeah, let me just ask one | | 19 | question before we do that. | | 20 | Q Mr. Kwok, please confirm that the tax | | 21 | returns that you provided to the United States | | 22 | Trustee for the year 2020 and 2019 were the same as | | 23 | those filed with the taxing authorities? | | 24 | THE INTERPRETER: The what? Sorry, the last | | 25 | word. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 379 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 43 | | 1 | MS. CLAIBORN: Authorities. | | 2 | Q Yes -- | | 3 | THE INTERPRETER: Could you please repeat? | | 4 | Sorry. | | 5 | Q Mr. Kwok, can you please confirm that the | | 6 | tax returns that you provided to the Office of the | | 7 | United States Trustee for the tax years 2019 and | | 8 | 2020 are the same as those that you provided to the | | 9 | Internal Revenue Service and to the State of | | 10 | Connecticut and to the State of New York? | | 11 | A Yes. | | 12 | Q Mr. Kwok, in your 2020 tax return -- | | 13 | MR. BALDIGA: I want to clarify. As you | | 14 | know, there were very limited redactions as to | | 15 | Social Security number and maybe a couple of data | | 16 | points. I'm not sure if the witness knows what we | | 17 | did by way of that data protection, but you do. I | | 18 | just wanted to not leave the record ambiguous in | | 19 | that regard. | | 20 | MS. CLAIBORN: Thank you. | | 21 | Q Mr. Kwok, your 2020 tax return reports | | 22 | interest income only and no other source of income. | | 23 | Did you have any other source of income in 2020? | | 24 | A No. | | 25 | MS. CLAIBORN: Okay. I'm going to take a |

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| | Ho Wan Kwok - March 21, 2022 44 | |----|-------------------------------------------------------| | 1 | very short break. It is now 12:30. I would like | | 2 | everyone to reconvene at 12:35. I'm not going to | | 3 | disconnect the call. I'm just going ask you to all | | 4 | put your phones on hold. | | 5 | We will reconvene at 12:35. Thank you. | | 6 | (Off the record.) | | 7 | MS. CLAIBORN: Okay. We are back on the | | 8 | record after a short break. | | 9 | Q Mr. Kwok, I would like to talk to you about | | 10 | Golden Spring, New York. | | 11 | Do you currently work for Golden Spring in | | 12 | any capacity? | | 13 | A No. | | 14 | Q When was Golden Spring New York Limited | | 15 | formed? | | 16 | THE INTERPRETER: Sorry? | | 17 | Q When was Golden Spring New York Limited | | 18 | formed? | | 19 | THE INTERPRETER: Sorry, I cannot get the | | 20 | later half. Golden New York what? | | 21 | MS. CLAIBORN: I'm going to actually just | | 22 | refer to it as Golden Spring. When I do that I'm | | 23 | referring to Golden Spring New York. | | 24 | Q When was Golden Spring formed as a company? | | 25 | A I don't know. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 381 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 45 | | 1 | Q The address on the petition is 162 East 64th | | 2 | Street. Who owns that property? | | 3 | I can ask the question again. | | 4 | The address for Golden Spring is listed as | | 5 | 162 East 64th Street in New York. Who owns that | | 6 | property? | | 7 | A I don't know. | | 8 | Q What is the nature of that property at 162 | | 9 | East 64th Street? | | 10 | A I don't know which property you're talking | | 11 | about. | | 12 | Q The office of Golden Spring -- | | 13 | MR. BALDIGA: I'm not sure that was -- | | 14 | MS. CLAIBORN: Let me just try again. | | 15 | The office of -- | | 16 | MR. BALDIGA: There's a translation issue. | | 17 | Could we confer for one second because | | 18 | obviously there's a misunderstanding. So could Mr. | | 19 | Kwok talk to his translator because that obviously | | 20 | didn't come through. | | 21 | MS. CLAIBORN: Let me just -- I would prefer | | 22 | if I try again. Let me try again, please. | | 23 | Q The address for Golden Spring on the | | 24 | bankruptcy petition is listed as 162 East 64th | | 25 | Street in New York. |

| Case 22-50073 | Doc 328-1 | Filed 05/04/22 Entered 05/04/22 20:28:55 Page 382 of 567 | |---------------|-----------|-------------------------------------------------------------------| | | | Ho Wan Kwok - March 21, 2022 46 | | 1 | | THE INTERPRETER: Is it 54 or 64? 5-4 or 6- | | 2 | 4? | | | 3 | | MS. CLAIBORN: 64. | | 4 | | THE INTERPRETER: So maybe because of the | | 5 | | phone I mistook the 6 as 5 so let me correct my | | 6 | | mistake and reinterpret again. | | 7 | A | Yes, that's the address of Golden Spring. | | 8 | Q | Does Golden Spring own that building that's | | 9 | | located at that address? | | 10 | A | I don't know. | | 11 | Q | Have you ever been to that address? | | 12 | A | Yes. | | 13 | Q | What type of building is it? What's located | | 14 | there? | | | 15 | A | It was a building. | | 16 | Q | Is the building a residential building or a | | 17 | | commercial building? | | 18 | A | Business building. | | 19 | | MS. CLAIBORN: I'm sorry, Bin. I didn't hear | | 20 | | your translation. | | 21 | | THE INTERPRETER: A commercial building or | | 22 | | business building. | | 23 | Q | Does anyone live at that address? | | 24 | A | I don't know. | | 25 | Q | What type of business does Golden Spring do? |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 383 of 567 | | |---------------|--------------------------------------------------------------------------------|--| | | Ho Wan Kwok - March 21, 2022 47 | | | 1 | A It's a big family business my son works, but | | | 2 | I don't know specifically what categories of | | | 3 | business it has. | | | 4 | Q Mr. Kwok, when you used the term -- | | | 5 | A It is a family office owned by my son. He | | | 6 | has other businesses, but I don't know. | | | 7 | Q Mr. Kwok, when you use the term family | | | 8 | business or family office, what do you mean by those | | | 9 | terms? | | | 10 | A It's mainly for the whole family, all the | | | 11 | family members. When there is something we | | | 12 | (indiscernible) and help each other. | | | 13 | Q Mr. Kwok, can you explain it in more detail? | | | 14 | A I don't know how to explain. | | | 15 | Q Does Golden Spring have any employees? | | | 16 | A Yes. | | | 17 | Q How many? | | | 18 | A I don't know. | | | 19 | Q Does Golden Spring own any real estate? | | | 20 | A I don't know. | | | 21 | Q Does Golden Spring own any other business? | | | 22 | A I don't know. | | | 23 | Q Does Golden Spring have any bank accounts? | | | 24 | A I don't know. | | | 25 | Q Mr. Kwok, you have previously said in | |

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| 1 | documents filed with the bankruptcy court that | |----|--------------------------------------------------------| | 2 | Golden Spring pays for you personal living expenses. | | 3 | Can you please explain how they do that? | | 4 | A I don't know what you mean by they pay me. | | 5 | In what regard? | | 6 | Q Mr. Kwok, you have previously told the court | | 7 | in your bankruptcy documents that Golden Spring pays | | 8 | for your clothing, your food and your housing. | | 9 | My question is how do they do that? Do they | | 10 | give you money? Do they pay other people directly? | | 11 | How does it work? | | 12 | A Whenever I need any expenses for my basic | | 13 | living I talk to my son and he will tell his office | | 14 | to give to me. | | 15 | Q Who are the owners of Golden Spring? | | 16 | MR. HARBACH: This is David Harbach. I | | 17 | missed the end of that question. I talk to my son | | 18 | and he -- that answer. I heard I talk to my son and | | 19 | he and then I lost it. Can I please have the | | 20 | English again? | | 21 | THE INTERPRETER: Sorry, I didn't hear the | | 22 | gentleman? | | 23 | MS. CLAIBORN: Mr. Harbach is asking Bin if | | 24 | you could repeat the translation of Mr. Kwok's | | 25 | answer about how the money flows from Golden Spring. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 385 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 49 | | 1 | THE INTERPRETER: I'll repeat the | | 2 | interpretation. | | 3 | When I need expenses for my basic living I | | 4 | tell my son. My son will tell the office to take -- | | 5 | Q Mr. Kwok, who are the owners of Golden | | 6 | Spring? | | 7 | A My son. | | 8 | Q Are there any owners of Golden Spring other | | 9 | than your son? | | 10 | A No. | | 11 | Q Mr. Kwok, have you ever owned an interest in | | 12 | Golden Spring? | | 13 | A No. | | 14 | Q Who are the officers and directors of Golden | | 15 | Spring? | | 16 | MR. BALDIGA: This is Bill Baldiga. | | 17 | This is something for which there are very | | 18 | serious physical security concerns and it's not that | | 19 | the debtor would refuse to answer, if he knows. But | | 20 | not on a line like this where it's open to the | | 21 | public and who else knows. There are -- hold on. | | 22 | Can I just confer with the witness because | | 23 | we'd like to give you as much as possible, but we | | 24 | don't want to cause severe security issues. | | 25 | So could I just have one minute to confer |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 386 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 50 | | 1 | with the witness? | | 2 | MS. CLAIBORN: Yes. | | 3 | (Pause.) | | 4 | MR. BALDIGA: This is Bill Baldiga, again. | | 5 | The witness believes that he may know who | | 6 | the directors and officers are and is prepared to | | 7 | testify as to the best of his knowledge in that | | 8 | regard. And if we could take it one question at a | | 9 | time we'll go from there. | | 10 | If you could interpret that, because I want | | 11 | to be sure that the witness understands what I just | | 12 | said as well, please. | | 13 | (Interpretation) | | 14 | BY MS. CLAIBORN: | | 15 | Q Mr. Kwok, as of today, who are the officers | | 16 | of Golden Spring? | | 17 | A (Indiscernible) | | 18 | Q I'm going to repeat that name so everyone | | 19 | understands what I thought I heard. What I heard | | 20 | was Yan Ping, also known as Yvonne Wang. Is that | | 21 | accurate? | | 22 | A Yes. | | 23 | Q Is Yvonne Wang the only officer of Golden | | 24 | Spring? | | 25 | A I don't know. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 387 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 51 | | 1 | Q As of today, who are the directors of Golden | | 2 | Spring? | | 3 | A I don't know. | | 4 | Q Mr. Kwok, have you ever been an officer or a | | 5 | direct or Golden Spring? | | 6 | A I don't remember. | | 7 | Q Mr. Kwok, who is Max Krazner? | | 8 | A I don't know. I don't know. | | 9 | THE INTERPRETER: Could you please repeat | | 10 | the name again? | | 11 | Q Mr. Kwok, who is Max Krazner? | | 12 | (No response) | | 13 | Mr. Kwok, can you please answer? | | 14 | MR. BALDIGA: I'm conferring with the | | 15 | witness for one second. Hold on please? | | 16 | MS. CLAIBORN: Mr. Baldiga, I would rather | | 17 | he would answer the question before you make a | | 18 | confer. | | 19 | (Pause.) | | 20 | MR. BALDIGA: Thank you for that | | 21 | opportunity. The witness could answer. | | 22 | A He has to double check with you because I | | 23 | cannot read and cannot remember English names well. | | 24 | So just the name, you said Max. If it's the name | | 25 | Max only I know Max. But if you add another name to |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 388 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 52 | | 1 | it, I'm not sure. I don't know. | | 2 | Q Do you know a Max with respect to Golden | | 3 | Spring? | | 4 | A Yes. I know. | | 5 | Q And what is Max's role with Golden Spring? | | 6 | A I don't know. | | 7 | Q Well, how do you know Max? | | 8 | A I don't remember. | | 9 | Q Do you know more than one person by the name | | 10 | of Max? | | 11 | A For me English name is very complicated. | | 12 | Like I can't remember the last name of my lawyer. If | | 13 | you add something else to Max, I don't know. | | 14 | Q Mr. Kwok, the name Max Krazner is listed as | | 15 | the person to whom the mail for Golden Spring is | | 16 | directed to. Do you know why that is? | | 17 | THE INTERPRETER: Sorry? | | 18 | Q Do you know why that is? | | 19 | A I only remember there is a Max at Golden | | 20 | Spring. I only know this one thing. | | 21 | Q And what is Max's job at Golden Spring? | | 22 | A I'm not sure what role. I (indiscernible) | | 23 | know he is in charge of finance, but I'm not sure. | | 24 | Q What does he do for Golden Spring with | | 25 | respect to finances? |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 389 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 53 | | 1 | A I was not involved in the management so I | | 2 | don't know. | | 3 | Q If Golden Spring gives you money, does it | | 4 | come through Max Krazner's efforts? Does he help | | 5 | make that happen? | | 6 | A I don't know. He didn't give me money in | | 7 | person. | | 8 | Q Mr. Kwok, when you get money from Golden | | 9 | Spring how do you get money? Does it come in the | | 10 | form of cash or something else? | | 11 | A From my son and (indiscernible). | | 12 | MS. CLAIBORN: I'm sorry, Bin. I didn't | | 13 | understand your translation. Can you try that | | 14 | again? | | 15 | THE INTERPRETER: He said from my son and | | 16 | (indiscernible). | | 17 | Q My question was how do you get money from | | 18 | your son? Does it come in the form of cash or some | | 19 | other form? | | 20 | A I don't understand what you mean by how, the | | 21 | word how. I never get money directly from them. | | 22 | Q If you don't get money directly from your | | 23 | son, how do you get the money from your son? Where | | 24 | does it go? | | 25 | A I don't use cash and I don't use credit |

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cards. My son and (indiscernible) Wan they just pay my expenses for me. It's impossible for me to get any cash from them. And also I don't have bank account. Any bank accounts. Q Mr. Kwok, do you have access to a credit card that was taken out by Golden Spring? MR. BALDIGA: This is Bill Baldiga. I'm sorry. I think there was a translation issue with the prior question. Could you give us a minute to be sure that the witness understood the question correctly? Hold on for one second. We're going to put it on mute. (Pause.) MR. BALDIGA: The witness would like to clarify. I think it came through, but we're not sure, that Golden Spring does not give him cash, but simply pays certain bills for his living expenses. If that's what came through the translation, great. If not, we clarify accordingly. Q Mr. Kwok, do you have access to a credit card or a debit card provided to you by or through Golden Spring? A No. Q Mr. Kwok, are you obligated to pay Golden Spring back for the monies that it pays on your

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 391 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 55 | | 1 | behalf for your living expenses? | | 2 | A No. No need. | | 3 | MS. CLAIBORN: At this time I'd like to open | | 4 | the meeting to creditors, given that we have a | | 5 | limited amount of time for today. I am not done with | | 6 | all my questions. | | 7 | We will need to reconvene on another day, | | 8 | but for purposes of today's examination I'm now | | 9 | going to open it up to creditors who may wish to | | 10 | examine. | | 11 | I would ask that you identify yourself when | | 12 | you speak and to be mindful of the need for | | 13 | interpretation. | | 14 | MR. BALDIGA: Just to clarify one thing for | | 15 | the record. You asked previously -- you referred to | | 16 | the petition and asked whether anyone lived at 162 | | 17 | East 64th Street. | | 18 | And as we told you informally when we filed | | 19 | the petition there was great concern over the | | 20 | debtor's physical security and so he used that | | 21 | address, but has since, obviously, corrected the | | 22 | record that he lives in the Greenwich house that you | | 23 | asked about earlier today. | | 24 | And so I just didn't want the record to be | | 25 | confusing in that regard. Thank you. |

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Ho Wan Kwok - March 21, 2022

| 1 | MS. CLAIBORN: Are there any creditors who | |----|--------------------------------------------------------| | 2 | wish to inquire or examine of the debtor? | | 3 | MR. HARBACH: Yes. This is David Harbach | | 4 | for PACS. We do have some questions. We do have | | 5 | some questions. We can start asking the questions | | 6 | now or if there are others who would like to ask | | 7 | questions that's fine. However you want to proceed. | | 8 | But we obviously will not finish before 2 o'clock | | 9 | either. | | 10 | THE INTERPRETER: I cannot hear you clearly. | | 11 | MR. HARBACH: This is David Harbach for PACS | | 12 | and I was just saying that we do have some questions | | 13 | and we are happy to proceed and ask them or if the | | 14 | trustee would like. we can proceed with others | | 15 | asking questions but we will certainly not finish | | 16 | before 2 o'clock either. | | 17 | MR. BALDIGA: Could that be translated | | 18 | please? | | 19 | THE INTERPRETER: I was saying I could not | | 20 | get him completely. | | 21 | MS. CLAIBORN: Mr. Harbach, do you have the | | 22 | ability to pick up a hand held and speak into a hand | | 23 | held device, as opposed to a speaker phone? | | 24 | MR. HARBACH: Not at this moment, but let me | | 25 | move to see if this is any better. Can you hear me |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 393 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 57 | | 1 | a little better now? | | 2 | THE INTERPRETER: Not really. No, sorry. | | 3 | MR. HARBACH: Not really. Well, I'll tell | | 4 | you what. If you give me -- take a moment, I can | | 5 | try dialing in with a phone. Just give me a second, | | 6 | okay? | | 7 | MS. CLAIBORN: Yes. | | 8 | MR. BALDIGA: Bin, could you translate the | | 9 | dialogue for Mr. Kwok, please, so he knows that. | | 10 | (Interpreter translates) | | 11 | MR. HARBACH: Hello? | | 12 | MS. CLAIBORN: Hello. This is Holley | | 13 | Claiborn. | | 14 | MR. HARBACH: This is David Harbach and I | | 15 | just wanted to know if you could hear me better. | | 16 | MS. CLAIBORN: Much better. Bin, can you | | 17 | hear Mr. Harbach? | | 18 | THE INTERPRETER: Yes, I can hear him now. | | 19 | Thank you. | | 20 | MS. CLAIBORN: Go ahead, Mr. Harbach. | | 21 | MR. HARBACH: I'll repeat what I said once | | 22 | more so that the interpreter can interpret it. | | 23 | I'm David Harbach and I was just saying that | | 24 | PACS does have some questions we would like to ask, | | 25 | but we certainly will not finish by 2 o'clock and so |

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| | 567 | |---|-----------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 | | 1 | if Ms. Claiborn would like to proceed with giving | | 2 | other creditors an opportunity to ask questions | | 3 | today, it's entirely up to her or we can start now. | | 4 | MR. BALDIGA: And this is Bill Baldiga. We | | 5 | extended our own translator until 2 o'clock so we | | 6 | certainly encourage whoever wants to ask questions | | 7 | to use the time. | | 8 | MR. WOLMAN: This is Jay Wolman. I'm happy | | 9 | to ask some questions now. | | | |

THE INTERPRETER: Sorry, I didn't get your name.

MR. WOLMAN: Jay Wolman, and I represent Logan Chang. EXAMINATION BY MR. WOLMAN:

Q Good afternoon, Mr. Kwok.

Do you remember that I took your deposition about a year ago?

A I have too many --

THE INTERPRETER: Someone's always talking in the background.

A I have too many depositions. I don't remember specifically.

Q That's all right. I asked you a number of questions and you invoked your rights under the Fifth Amendment of the U.S. Constitution. Do you

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 395 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 59 | | 1 | understand that? | | 2 | THE INTERPRETER: You and your wife what? | | 3 | Sorry. | | 4 | Q You invoked your right under the Fifth | | 5 | Amendment of the U.S. Constitution. Do you remember | | 6 | that? | | 7 | MR. BALDIGA: We have a translation issue. | | 8 | Hold on for one second, please. | | 9 | (Pause.) | | 10 | MR. BALDIGA: I think -- our interpreter is | | 11 | hearing this translation. The question as we | | 12 | understand is do you remember having invoked the | | 13 | Fifth Amendment privilege at a prior deposition. | | 14 | That's what we are hearing. Could that be | | 15 | interpreter for Mr. Kwok in that way please? | | 16 | THE INTERPRETER: Sorry, I can I hear the | | 17 | question again. | | 18 | MR. WOLMAN: Sure. | | 19 | Q Do you remember at a prior deposition | | 20 | invoking the Fifth Amendment of the U.S. | | 21 | Constitution? | | 22 | THE INTERPRETER: Sorry, I did not hear you | | 23 | clearly. | | 24 | Q Do you remember at a prior deposition | | 25 | invoking the Fifth Amendment of the U.S. |

Ho Wan Kwok - March 21, 2022 Constitution? THE INTERPRETER: At a prior what? Sorry. MR. WOLMAN: Deposition. D-E-P-O-S-I-T-I-O- N. THE INTERPRETER: Deposition. Sorry, just one sec. (Pause.) THE INTERPRETER: Okay. In the prior deposition what? Q Do you remember invoking your Fifth Amendment rights? THE INTERPRETER: Invoking what? MR. WOLMAN: Can everybody else hear me or is it just the interpreter? MS. CLAIBORN: This is Holley. I can hear you. MR. HARBACH: This is David Harbach. We can hear you fine. MR. BALDIGA: The debtor can hear you. It's not a volume issue. MR. WOLMAN: Is it a diction issue? I can try to -- THE INTERPRETER: The interpreter just didn't get the word. (Indiscernible) rewording. MR. WOLMAN: I cannot reword that. I need Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 396 of

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| | Ho Wan Kwok - March 21, 2022 61 | |----|------------------------------------------------------| | 1 | you to hear the words in English and translate them, | | 2 | ma'am. | | 3 | THE INTERPRETER: Okay. Could you please | | 4 | speak slowly? | | 5 | Q Do you remember at a prior deposition | | 6 | invoking your rights under the Fifth, number five | | 7 | that is -- Fifth Amendment, ordinal number -- of the | | 8 | U.S. Constitution? | | 9 | THE INTERPRETER: Invoke or evoke? | | 10 | MR. WOLMAN: Invoke, I-N-V-O-K-E. | | 11 | Okay, we still have an issue. | | 12 | UNIDENTIFIED: Hold on. | | 13 | UNIDENTIFIED: Did someone just drop out? | | 14 | MS. CLAIBORN: Bin, are you there? This is | | 15 | Holley. | | 16 | MR. WOLMAN: Bin? | | 17 | MS. CLAIBORN: Bin, are you there? | | 18 | THE INTERPRETER: Hello. | | 19 | MS. CLAIBORN: Bin, this is Holley Claiborn. | | 20 | THE INTERPRETER: Okay. I'm back. | | 21 | MS. CLAIBORN: Okay. | | 22 | THE INTERPRETER: I don't know what | | 23 | happened. | | 24 | MS. CLAIBORN: Go ahead. | | 25 | MR. BALDIGA: Is the interpreter -- we're |

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Ho Wan Kwok - March 21, 2022 not sure what's going on. Is the interpreter with us or not? THE INTERPRETER: Yes, the interpreter is here now. MR. BALDIGA: Okay. Thank you. My client just said something and I don't know what he said and I don't know whether you were on for what he said. If you were, I'd like to know -- I'd like you to interpret it. If not, could you let us confer for a second so we could try to figure that out, because there was a lot of confusion. MR. WOLMAN: Bill, can you just ask your client to repeat what he just said? MR. BALDIGA: No -- THE INTERPRETER: The interpreter would like him to repeat what he said because just now all of a sudden I'm not (indiscernible) all the voices sometimes. I'm asking the gentleman to repeat what he said just now. MR. KWOK: Just now in your question you mentioned that -- you asked me whether my wife used something under the law or under the Constitution. I don't remember that. MR. WOLMAN: I said nothing about his wife.

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| | Ho Wan Kwok - March 21, 2022 63 | |----|------------------------------------------------------| | 1 | MR. KWOK: So did you say just now my wife | | 2 | use any kind of law or what? | | 3 | MR. WOLMAN: No, that was nothing of the | | 4 | sort. | | 5 | MR. BALDIGA: Could I suggest, Mr. Wolman, | | 6 | maybe you could just go right to whatever you want | | 7 | to ask him instead of what happened a year ago | | 8 | because this is not getting anywhere. | | 9 | MR. WOLMAN: Well, I'm going to re-ask him | | 10 | every question relative to finances where he invoked | | 11 | the Fifth and I wanted to make sure he had that in | | 12 | his mind as he answers here today. | | 13 | MR. BALDIGA: Is there a question? | | 14 | MR. WOLMAN: I want to make sure you're | | 15 | aware of what I'm about to do. | | 16 | At this point, I have no idea, but I am | | 17 | representing to you that is exactly what I'm doing. | | 18 | So I want to make sure your client is appropriately | | 19 | advised. | | 20 | BY MR. WOLMAN: | | 21 | Q So a year ago -- this is a lengthy one, Bin, | | 22 | so please just write it down, or do what you need to | | 23 | do. Let me finish and then translate. Do not do | | 24 | that piecemeal. | | 25 | THE INTERPRETER: Okay. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 400 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 64 | | 1 | MR. BALDIGA: I -- | | 2 | MR. WOLMAN: Hold on. I want the translation | | 3 | of that and we'll take this in small pieces. So | | 4 | Bin, please translate that for the witness because | | 5 | he has to hear everything. | | 6 | (Translation.) | | 7 | THE INTERPRETER: Yes. | | 8 | MR. WOLMAN: Thank you. | | 9 | BY MR. WOLMAN: | | 10 | Q A year ago I asked you are you employed. | | 11 | You answered I have always been -- | | 12 | THE INTERPRETER: I asked you what? Sorry. | | 13 | Q Are you employed? | | 14 | There's a lot of background noise. Can we | | 15 | knock that off, please. | | 16 | A year ago I asked you are you employed? | | 17 | THE INTERPRETER: You employed? | | 18 | Q A year ago I asked you are you employed? | | 19 | Your answer was I have always been a consultant for | | 20 | -- | | 21 | THE INTERPRETER: Sorry. A year ago I asked | | 22 | you are you employed? The answer is what? | | 23 | Q I have always been the consultant for a lot | | 24 | of companies -- | | 25 | THE INTERPRETER: I'm sorry -- |

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Ho Wan Kwok - March 21, 2022

| 1 | Q And my current employment is the -- I am in | |----|--------------------------------------------------------| | 2 | the broadcasting and to take down the Chinese | | 3 | Communist Party. It is a broadcasting revolution. I | | 4 | then asked you how much do you get paid for that. | | 5 | I'm re-asking that question now. How much | | 6 | do you get paid for that? | | 7 | THE INTERPRETER: So I have to do it from | | 8 | the beginning because I didn't get the words when | | 9 | you say a year ago I asked you whether -- are you | | 10 | employed? Your answer is I didn't get the word | | 11 | after is. | | 12 | Q Your answer was I always been the consultant | | 13 | for a lot of companies and my current employment is | | 14 | the -- he paused. I am in the broadcasting -- | | 15 | THE INTERPRETER: Is what? Sorry? | | 16 | Q -- and to take down -- | | 17 | THE INTERPRETER: Sorry. | | 18 | Q I am in the broadcasting and to take down | | 19 | the Chinese Communist Party. It is a broadcasting | | 20 | revolution. I then asked you how much do you get -- | | 21 | THE INTERPRETER: Excuse me. I'm not able to | | 22 | -- | | 23 | MR. WOLMAN: Excuse me. I'm not done. Why | | 24 | not? | | 25 | THE INTERPRETER: I tried to clarify -- |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 402 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 66 | | 1 | MR. WOLMAN: Why not? | | 2 | THE INTERPRETER: -- the words that I didn't | | 3 | get. Yes, I know it's simple but it's too long. I | | 4 | (indiscernible) such a long time to do the | | 5 | interpretation. I'm highly concentrating. I have a | | 6 | human brain. | | 7 | MR. WOLMAN: I'm used to translators writing | | 8 | things down as they go. | | 9 | THE INTERPRETER: Sorry about that. | | 10 | Let me interpret what I got and then I will | | 11 | ask you the rest. Is that okay? | | 12 | MR. WOLMAN: Yes. | | 13 | THE INTERPRETER: Okay. | | 14 | (Translation) | | 15 | THE INTERPRETER: Okay. I -- | | 16 | Q I then asked you how much do you get paid | | 17 | for that and I am asking you now again, because you | | 18 | invoked the Fifth, how much do you get paid for | | 19 | that? | | 20 | (Pause.) | | 21 | MR. BALDIGA: Okay. The witness is | | 22 | struggling to -- well, is the question are you | | 23 | getting paid for that? And you can answer that. | | 24 | MR. WOLMAN: No. I am literally asking him | | 25 | how much do you get paid for that. He took the |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 403 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 67 | | 1 | Fifth. I'm asking it now again. | | 2 | Q How much do you get paid for that? | | 3 | A No money at all. | | 4 | Q A year ago I asked you what is Golden Spring | | 5 | New York. You answered it's a company. I then asked | | 6 | you and what is your -- I then asked you and what is | | 7 | your relationship to that company and so I'm asking | | 8 | that question again. What is your relationship to | | 9 | that company? | | 10 | A I don't know what you mean by relationship. | | 11 | Q If you didn't know what I meant by that | | 12 | question, why did you invoke the Fifth last year? | | 13 | MR. BALDIGA: Objection. I'm not going to | | 14 | allow the witness to describe the legal advice a | | 15 | year ago as to the Fifth Amendment. | | 16 | He is prepared to answer whatever questions | | 17 | you may have. You are confusing the witness a bit by | | 18 | in each question having three things, some reference | | 19 | to the Fifth Amendment, some conversation from a | | 20 | year ago and a question as to now. | | 21 | But if you were to ask a more simple | | 22 | question, I think this would go much more | | 23 | productively. That's your choice. | | 24 | MR. WOLMAN: No. Your client is an | | 25 | intelligent person who is a big businessman, who is |

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| | Ho Wan Kwok - March 21, 2022 68 | |----|--------------------------------------------------------| | 1 | a sophisticated person. I trust he can handle these | | 2 | simple questions. | | 3 | MR. BALDIGA: Proceed as you'd like. | | 4 | (Translation interrupted) | | 5 | Q Last year I asked you -- | | 6 | MR. BALDIGA: Wait. Hold on. Mr. Wolman, | | 7 | there's a translation that needs to be done. Please | | 8 | hold on. The witness needs to understand what's | | 9 | being said. | | 10 | (Translation) | | 11 | THE INTERPRETER: Okay. Go ahead. | | 12 | Q What is your relationship to Golden Spring? | | 13 | A I don't understand what you mean by your | | 14 | question? I don't know how to answer your question. | | 15 | Q Do you know what the word relationship | | 16 | means? | | 17 | A Relationship means love of things in China. | | 18 | It could be between husband and wife. It could be | | 19 | between a government relationship, a financial | | 20 | relationship, money and it could be a lot of things. | | 21 | So I don't know which one you mean? Is it a | | 22 | man/woman relationship or a money relationship or | | 23 | what? | | 24 | Q Any relationship? What is it? What is your | | 25 | (indiscernible) -- |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 405 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 69 | | 1 | THE INTERPRETER: Sorry? What was your last | | 2 | sentence again, because there was talking. | | 3 | Q Any relationship, what is yours to Golden | | 4 | Spring? | | 5 | THE INTERPRETER: Let me do the | | 6 | interpretation first. | | 7 | A Now the relationship is between -- is he | | 8 | lends me money. I owe money to him. He helps me. | | 9 | Q And why does he do this? | | 10 | A Because I was once a member of the Guo (ph) | | 11 | family. | | 12 | MR. HARBACH: This is David Harbach. Could | | 13 | you please repeat that English answer? | | 14 | THE INTERPRETER: Because I was once a | | 15 | member of Guo family. | | 16 | Q Does Golden Spring pay the expenses of any | | 17 | other member of the Guo family? | | 18 | A Yes. | | 19 | Q Which other members of the Guo family? | | 20 | A I don't know. | | 21 | Q A year ago I asked you why does Golden | | 22 | Spring pay Mr. Podhaskie, P-O-D-H-A-S-K-I-E, for | | 23 | services rendered to you in your individual | | 24 | capacity. I'm asking that again now. Why does | | 25 | Golden Spring pay Mr. Podhaskie for services |

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| | Ho Wan Kwok - March 21, 2022 70 | |----|------------------------------------------------------| | 1 | rendered to you in your individual capacity? | | 2 | MR. BALDIGA: This is Bill Baldiga. I | | 3 | understand that Mr. Podhaskie may be a lawyer. I | | 4 | just need to confer with the client to make sure he | | 5 | doesn't disclose the substance of legal advice. I'll | | 6 | take one second to do that. | | 7 | MR. WOLMAN: The question didn't indicate | | 8 | any answer of that sort. | | 9 | (Pause.) | | 10 | MR. BALDIGA: I'm sorry. The witness could | | 11 | answer the question. | | 12 | MR. KWOK: I don't know. | | 13 | Q Have you ever asked anyone why they pay for | | 14 | him to advise you? | | 15 | A I don't remember. | | 16 | Q I asked you last year why did Golden Spring | | 17 | New York pay that judgment on your behalf, and I was | | 18 | referring to the one my client, Mr. Cheng, held | | 19 | against you. | | 20 | I'm asking you again why did Golden Spring | | 21 | New York pay that judgment on your behalf? | | 22 | A It was money lended. | | 23 | Q Why did Golden Spring loan you that money? | | 24 | A I don't have any thing so I borrowed from | | 25 | them. |

| Case 22-50073 | Doc 328-1 | Filed 05/04/22 Entered 05/04/22 20:28:55 Page 407 of 567 | |---------------|----------------|-------------------------------------------------------------------| | | | Ho Wan Kwok - March 21, 2022 71 | | 1 | Q | Where did Golden Spring get the money from? | | 2 | A | I don't know. | | 3 | Q | Where does Golden Spring get any money from? | | 4 | A | I don't know. | | 5 | Q | Your son owns Golden Spring, correct? | | 6 | A | Yes. | | 7 | Q | Does your son owe you any money? | | 8 | A | No. | | 9 | Q | How did your son get the money that funds | | 10 | Golden Spring? | | | 11 | A | I don't know. | | 12 | Q | Did you ever provide your son with any seed | | 13 | capital? | | | 14 | A | No. | | 15 | Q | Have you ever invested in any of your son's | | 16 | businesses? | | | 17 | A | No. | | 18 | Q | When did Connecticut become your residence? | | 19 | A | End of February or early March of 2020. | | 20 | Q | Okay. And you're sure about that here? | | 21 | A | Yes. | | 22 | Q | And was that your primary residence since | | 23 | | February, 2020 or March, 2020? | | 24 | A | Yes. | | 25 | Q | A year ago I asked you if you owned any |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 408 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 72 | | 1 | interest in Golden Spring New York. I am asking you | | 2 | that again. Do you own any interest in Golden | | 3 | Spring New York? | | 4 | A No. | | 5 | Q A year ago I asked you are you an officer of | | 6 | Golden Spring New York Limited. I'm asking you | | 7 | again. Are you an officer of Golden Spring New York | | 8 | Limited? | | 9 | A No. | | 10 | Q A year ago I asked you why would Golden | | 11 | Spring pay Attorney Aaron, meaning Aaron Mitchell, | | 12 | on your behalf. | | 13 | I'm asking you again, why would Golden | | 14 | Spring pay Attorney Aaron Mitchell on your behalf? | | 15 | THE INTERPRETER: He wants me to repeat the | | 16 | interpretation. I'll do that for him. | | 17 | A A loan. A loan or borrowed money. | | 18 | Q Why did they make you that loan? | | 19 | A I have been borrowing from them all the time | | 20 | because I was a member of the family. | | 21 | Q Did you ever have any of your loans from | | 22 | Golden Spring put in writing? | | 23 | A Some have, some no. | | 24 | Q Okay. Which ones have been put in writing? | | 25 | A I don't remember. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 409 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 73 | | 1 | Q How many loans have you had from Golden | | 2 | Spring? | | 3 | A I don't remember. | | 4 | Q Were any of the loans that were put in | | 5 | writing in English? | | 6 | A I don't remember. | | 7 | Q Were any of them in Chinese? | | 8 | A I don't remember. | | 9 | Q Did you ever pledge any security interest in | | 10 | exchange for any of these loans? | | 11 | A (Indiscernible) but I don't remember | | 12 | (indiscernible). | | 13 | MR. BALDIGA: Could you please repeat the | | 14 | answer in English? | | 15 | THE INTERPRETER: He said (indiscernible) | | 16 | yes, but I don't remember. | | 17 | Q If you don't remember how much -- if you | | 18 | don't remember how many loans you took out, how are | | 19 | you able to identify how much they -- you owe them | | 20 | on your bankruptcy schedules? | | 21 | A I didn't quite get you. | | 22 | Q If you don't know how many times you took | | 23 | out loans from Golden Spring, not all of which were | | 24 | in writing, how do you know how much you owe them? | | 25 | A My lawyer and the lawyer of Golden Spring |

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| | Ho Wan Kwok - March 21, 2022 74 | |----|------------------------------------------------------| | 1 | they communicate with each other. Tells me the | | 2 | amount they can define is 21 million. | | 3 | Q So Golden Spring's lawyers helped prepare | | 4 | your bankruptcy petition? Is that correct? | | 5 | MR. BALDIGA: I'm sorry to interrupt. | | 6 | (Indiscernible) two things. | | 7 | A No. | | 8 | Q So how did the information get from Golden | | 9 | Spring to your bankruptcy petition? | | 10 | MR. BALDIGA: Objection to the question. | | 11 | THE INTERPRETER: Sorry? | | 12 | MR. BALDIGA: I object to the question. | | 13 | MR. WOLMAN: I'm just trying to figure out | | 14 | how this information he doesn't know wound up in his | | 15 | bankruptcy petition? | | 16 | MR. BALDIGA: I think you heard the answer | | 17 | that his lawyer and Golden Spring's lawyer discussed | | 18 | it. Do you have another question? | | 19 | Q Yes. How did you know that number was | | 20 | right? | | 21 | MR. BALDIGA: Okay. Let the interpreter go | | 22 | first and then ask another question, please. | | 23 | THE INTERPRETER: Okay. Go ahead. | | 24 | Q How did you know that number was right? | | 25 | THE INTERPRETER: Sorry? Number of what? |

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| | Ho Wan Kwok - March 21, 2022 75 | |----|------------------------------------------------------| | 1 | Q The number that was put into your bankruptcy | | 2 | petition for what you purportedly owe to Golden | | 3 | Spring, how did you know that was right? | | 4 | A I believe the professionalism of my lawyers. | | 5 | They will review and check all the figures. | | 6 | MS. CLAIBORN: This is Holley -- | | 7 | Q Do you know the documents that were | | 8 | reviewed? | | 9 | MS. CLAIBORN: I apologize for interrupting. | | 10 | MR. BALDIGA: It's now 2 o'clock. | | 11 | MS. CLAIBORN: I apologize for interrupting. | | 12 | It's Holley Claiborn. | | 13 | MR. WOLMAN: Yes, thank you for | | 14 | filibustering to use up the time. Appreciate it. | | 15 | MR. BALDIGA: I'm sorry. Who was that | | 16 | addressed to? That's quite an inappropriate | | 17 | comment. | | 18 | MR. WOLMAN: You. That was me addressing | | 19 | that to you. | | 20 | MS. CLAIBORN: I'd like to talk about -- | | 21 | MR. BALDIGA: Okay -- | | 22 | MS. CLAIBORN: -- the next date. I was | | 23 | going to suggest that we reconvene April 4th at | | 24 | 10:00 a.m. in person at the U.S. Trustee's Office in | | 25 | New Haven. |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 412 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 76 | | 1 | Mr. BALDIGA: We'll look at schedules. I can | | 2 | start to do that if you give me a second. | | 3 | MS. CLAIBORN: Bin, could you please | | 4 | translate that? | | 5 | THE INTERPRETER: I will double check with | | 6 | you whether you still need me on the line for a | | 7 | second or you want me to log off? | | 8 | MS. CLAIBORN: If you can continue on just | | 9 | for a second. We need to pick a new date, so I need | | 10 | you to translate that so the debtor understands. | | 11 | THE INTERPRETER: Okay. | | 12 | MR. BALDIGA: I'm sorry. Was the request -- | | 13 | I'm sorry. Was the request -- I'm just trying to | | 14 | make sure I heard it -- April 4 at 10 o'clock in | | 15 | Bridgeport? | | 16 | MS. CLAIBORN: April 4, 10 o'clock in New | | 17 | Haven at the U.S. Trustee's Office. | | 18 | MR. BALDIGA: Okay. We'll be back to you | | 19 | very quick on that. | | 20 | MS. CLAIBORN: I actually need an answer on | | 21 | that right now because we need to be able to notify | | 22 | creditors and I want everyone to know before we | | 23 | conclude today. | | 24 | MR. BALDIGA: Okay. I'll put you on hold. | | 25 | MR. HARBACH: Ms. Claiborn, this is David |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 413 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 77 | | 1 | Harbach. I'm afraid that that day will not work for | | 2 | us? | | 3 | MS. CLAIBORN: Mr. Harbach, is that you? | | 4 | MR. HARBACH: Yes, ma'am. And I was just | | 5 | about to say that I can do Wednesday, the 6th, or | | 6 | any day after that. But I cannot do the 4th or the | | 7 | 5th. | | 8 | MS. CLAIBORN: How about Friday, April 8th? | | 9 | MR. HARBACH: I can do that. This is David. | | 10 | I can do that. | | 11 | MR. WOLMAN: This is Jay Wolman. I can do | | 12 | that. | | 13 | MS. CLAIBORN: Attorney Baldiga, can you | | 14 | check on April 8th, please? | | 15 | (Pause.) | | 16 | MR. HARBACH: Holley, this is Dave Harbach | | 17 | again. Just anticipating that they're coming back | | 18 | (indiscernible). I could also do it (indiscernible) | | 19 | for whatever it's worth. I could also do it on the | | 20 | 28th, 29 or 30 of March as well, if that's better. | | 21 | MR. BALDIGA: This is Bill Baldiga. The 7th | | 22 | and 8th are Buddhist holidays so for religious | | 23 | reasons Mr. Kwok can't do it those days. We'll | | 24 | clear the 4th. I'm sure there are some | | 25 | (indiscernible). I'm wondering who could make it. |

#### Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 414 of

Ho Wan Kwok - March 21, 2022 MS. CLAIBORN: How about March 28th, next Monday? MR. HARBACH: Holley, I didn't get the second part of what you said about the 28th. MS. CLAIBORN: I only offered the 28th as a new date. MR. BALDIGA: This is Bill Baldiga. 28, 29 and 30 Mr. Kwok has a medical issue that he (indiscernible) during those days. MS. CLAIBORN: How about Friday, April 15th? MR. HARBACH: This is David Harbach. That's good by us. MR. BALDIGA: It's Good Friday. Good Friday for me and Passover for many. Can I suggest (indiscernible)? MS. CLAIBORN: I didn't hear your suggestion. I'm sorry. MR. BALDIGA: I respectfully ask that we go back to April 4. One lawyer among a dozen and one creditor should not -- MR. WOLMAN: This is Jay Wolman. I already have something for that day as well. MR. BALDIGA: I know, but there are (indiscernible) -- MR. WOLMAN: Two lawyers, including myself,

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 415 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 79 | | 1 | who is in the middle of questioning. | | 2 | MR. BALDIGA: All right. We'll keep looking | | 3 | then. | | 4 | MS. CLAIBORN: Does April 6th work? | | 5 | MR. WOLMAN: What was that date? | | 6 | MS. CLAIBORN: April 6th? | | 7 | MR. HARBACH: This is David Harbach. I can | | 8 | do April 6th. | | 9 | MR. BALDIGA: The debtor can as well. | | 10 | UNIDENTIFIED: As can I. | | 11 | MS. CLAIBORN: Okay. I'm going to mark April | | 12 | 6th 10:00 a.m. It's in person. The U.S. Trustee's | | 13 | Office in New Haven. | | 14 | Please allow for time to go through | | 15 | security. I'd like to start at 10:00. | | 16 | MR. BALDIGA: Could I ask how much time | | 17 | would you reserve on that day, including with the | | 18 | interpreter, just so we can plan? | | 19 | MS. CLAIBORN: I think you should plan for | | 20 | the whole day but I will have to follow up and get | | 21 | an understanding about an interpreter and I don't | | 22 | have that at my fingertips right now. | | 23 | MR. BALDIGA: Okay. Would that be 5 | | 24 | o'clock? | | 25 | I guess we can go off the record as we |

| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 416 of 567 | |---------------|--------------------------------------------------------------------------------| | | Ho Wan Kwok - March 21, 2022 80 | | 1 | finish this. It's up to you, obviously. | | 2 | MS. CLAIBORN: Okay. I think we're | | 3 | concluded for purposes of Bin's translation services | | 4 | for today. | | 5 | THE INTERPRETER: Thank you. | | 6 | MS. CLAIBORN: Thank you very much, Bin. | | 7 | THE INTERPRETER: Have a nice day. | | 8 | MS. CLAIBORN: Thank you. | | 9 | I'm going to stop the recording, but we can | | 10 | stay on the line. I'm going to stop the recording. | | 11 | Thank you. | | 12 | (Meeting adjourned.) | | 13 | | | 14 | | | 15 | | | 16 | | | 17 | | | 18 | | | 19 | | | 20 | | | 21 | | | 22 | | | 23 | | | 24 | | | | |

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| Case 22-50073 | Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 567 | Page 418 of | |---------------|-----------------------------------------------------------------|-------------| | | Ho Wan Kwok - March 21, 2022 | 82 | | 1 | INDEX | | | 2 | | | | 3 | HO WAN KWOK | Page | | 4 | Examination by Ms. Claiborn | 14 | | 5 | Examination by Mr. Wolman | 58 | | 6 | | | | 7 | | | | 8 | | | | 9 | | | | 10 | | | | 11 | | | | 12 | | | | 13 | | | | 14 | | | | 15 | | | | 16 | | | | 17 | | | | 18 | | | | 19 | | | | 20 | | | | 21 | | | | 22 | | | | 23 | | | | 24 | | | | 25 | | |

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# **EXHIBIT 4**

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## **About**

Melissa Francis is a CIPP/US complex commercial litigator with substantial experience handling cross-border matters. Prior to joining Golden Spring (New York) Ltd. as General Counsel, Melissa practiced for a number of years as a litigation partner at two litigation boutiques and for ten years in the New York office of Mayer Brown's …see more

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## **Experience**

#### **General Counsel**

Golden Spring (New York) Ltd. · Full-time Sep 2020 - Present · 1 yr 8 mos New York, New York, United States

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Seiden Law Group LLP Jun 2020 - Sep 2020 · 4 mos New York, New York, United States

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Gerard Fox Law Jul 2017 - Jan 2020 · 2 yrs 7 mos Greater New York City Area

## **Litigation Associate** Mayer Brown LLP

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#### **[The George Washington University Law School](http)**

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Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 425 of 567

# **EXHIBIT 5**

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567

UNITED STATES BANKRUPTCY COURT

DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION

In Re \* Case No. 22-50073 (JAM)

HO WAN KWOK, \* Bridgeport, Connecticut

Debtor. \* \*

\* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \*

TRANSCRIPT OF PROCEEDINGS BEFORE THE HONORABLE JULIE A. MANNING UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Creditor, Pacific PETER FRIEDMAN, ESQ. Alliance Asia Opportunity LAURA ARONSSON, ESQ. Fund L.P.: DAVID HARBACH, ESQ.

For the Debtor: WILLIAM R. BALDIGA, ESQ. ANDREW CARTY, ESQ. Brown Rudnick, LLP Seven Times Square New York, NY 10036

\* April 13, 2022

O'Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036

PATRICK M. BIRNEY, ESQ. Robinson & Cole LLP 280 Trumbull Street Hartford, CT 06103

Proceedings recorded by electronic sound recording, transcript produced by transcription service.

> **Fiore Reporting and Transcription Service, Inc. 4 Research Drive, Suite 402 Shelton, Connecticut 06484 (203)929-9992**

APPEARANCES Cont'd: For the U.S. Trustee: HOLLEY L. CLAIBORN, ESQ. Office of the United States Trustee The Giaimo Federal Building 150 Court Street, Room 302 New Haven, CT 06510 For Golden Spring SCOTT D. ROSEN, ESQ. (New York), Interested TIMOTHY MILTENBERGER, ESQ. Party: Cohn Birnbaum & Shea, P.C. 100 Pearl Street Hartford, CT 06103 For HK International Funds STEPHEN M. KINDSETH, ESQ. Investments (USA) Limited, AARON A. ROMNEY, ESQ LLC, Interested Party: Zeisler & Zeisler 10 Middle Street Bridgeport, CT 06604 Proposed counsel for the IRVE GOLDMAN, ESQ. Creditors Committee: JOHN KAPLAN, ESQ. Pullman & Comley 850 Main Street Bridgeport, CT 06601 For Rui Ma, Zheng Wu and KRISTEN MAYHEW, ESQ. Weican Meng, Creditors: McElroy, Deutsch, Mulvaney & Carpenter 30 Jeliff Lane Southport, CT 06890 CAROLLYNN H.G. CALLARI, ESQ. Callari Partners, LLC One Rockefeller Plaza, 10th Fl. New York, NY 10020

| 567 | |-----| |-----|

| | 3 | |----|---------------------------------------------------------------| | 1 | (Proceedings commenced at 10:00 a.m.) | | 2 | THE CLERK: Case No. 22-50073, Ho Wan Kwok. | | 3 | THE COURT: Good morning. If we could have | | 4 | appearances for the record, starting with the debtor's | | 5 | counsel, please. | | 6 | MR. BALDIGA: Good morning, Your Honor. William | | 7 | Baldiga, Brown Rudnick, for the debtor, with my partner, | | 8 | Andrew Carty. | | 9 | MR. CARTY: Good morning, Your Honor. | | 10 | THE COURT: Good morning. | | 11 | MR. ROSEN: Good morning, Your Honor. Scott Rosen | | 12 | for Golden Spring, New York Limited, the proposed DIP | | 13 | lender, and with me is my partner, Timothy Miltenberger. | | 14 | MR. MILTENBERGER: Good morning, Your Honor. | | 15 | THE COURT: Good morning. | | 16 | MR. KINDSETH: Good morning, Your Honor. Stephen | | 17 | Kindseth, Zeisler & Zeisler, and with me Aaron Romney for HK | | 18 | International Funds Investment USA Limited, LLC, the | | 19 | registered owner of the Lady May. | | 20 | THE COURT: Good morning. | | 21 | Counsel? | | 22 | MR. FRIEDMAN: Your Honor, Peter Friedman of | | 23 | O'Melveny & Myers on behalf of Pacific Alliance Group. I'm | | 24 | joined today -- | | 25 | THE COURT: Could you just speak a little louder. | | | |

| 1 | I'm sorry. | |----|---------------------------------------------------------------| | 2 | MR. FRIEDMAN: Yes, Your Honor. | | 3 | THE COURT: Because I couldn't hear you. | | 4 | MR. FRIEDMAN: Peter Friedman of O'Melveny & Myers | | 5 | on behalf of Pacific Alliance Group. I'm joined by Mr. | | 6 | Birney of Robinson & Cole. | | 7 | MR. BIRNEY: Good morning, Your Honor. | | 8 | THE COURT: Good morning. | | 9 | MR. FRIEDMAN: And you may also hear from my | | 10 | colleagues, Laura Aronsson of O'Melveny & Meyers and David | | 11 | Harbach of O'Melveny & Meyers. | | 12 | MR. HARBACH: Good morning, Your Honor. | | 13 | THE COURT: Good morning. Good morning. Thank | | 14 | you. | | 15 | And the reason I asked you to speak up, it's just | | 16 | unfortunately we only have audio for our records, so it | | 17 | happens I sometimes can't hear myself. So it's not to you | | 18 | individually, it's to all of us. Because we have the audio | | 19 | is our only record, we have to make sure that the courtroom | | 20 | deputy hears it and that the recording captures it. Okay? | | 21 | MR. FRIEDMAN: Thank you. Thank for the reminder, | | 22 | Your Honor. | | 23 | THE COURT: Thank you. | | 24 | MS. CLAIBORN: Good morning, Your Honor. Holley | | 25 | Claiborn for the U.S. Trustee. | | | |

THE COURT: Good morning. MR. GOLDMAN: Good morning, Your Honor. Irve Goldman, Pullman & Comley. With me John Kaplan of Pullman & Comley. We're the counsel for the proposed -- proposed counsel for the Creditors Committee. THE COURT: Good morning. MS. MAYHEW: There was no room at the table, Your Honor. Good morning. Kristen Mayhew, McElroy, Deutsche, Mulvaney & Carpenter, on behalf of creditors Rui Ma, Zheng Wu and Weican Meng. THE COURT: Good morning. I'm sorry there's no room at the table. Do you -- would you like a chair to be brought so that you're closer? MS. MAYHEW: I'm okay for right now. Thank you. THE COURT: Is there anybody else that's appearing that's in the back of the courtroom? Because we can bring some additional chairs in if necessary. Okay. THE CLERK: Your Honor, excuse me. I did not get the gentleman's name next to Attorney Baldiga. MR. CARTY: Yes. Andrew Carty. THE CLERK: Okay. Thank you. THE COURT: And how do you spell your name, sir? MR. CARTY: C-A-R-T-Y. THE COURT: And did you file a notice of

| | 6 | |----|----------------------------------------------------------------| | 1 | appearance in the case. | | 2 | MR. CARTY: I did not, Your Honor. My pro hac | | 3 | vice and my notice of appearance are in process. My | | 4 | understanding is that they're being filed as we speak | | 5 | (indiscernible). | | 6 | THE COURT: Okay. Because I -- I honestly didn't | | 7 | see your name before -- | | 8 | MR. CARTY: Yeah. | | 9 | THE COURT: -- and that's why I'm glad you raised | | 10 | it, the courtroom deputy raised it. So, yes, you do need to | | 11 | file those though in our district. | | 12 | MR. CARTY: Yeah. | | 13 | THE COURT: And as long as you're representing to | | 14 | me that they're going to be filed today, then that's fine. | | 15 | MR. CARTY: Yes. | | 16 | THE COURT: Okay. Thank you. | | 17 | Okay. So that's everyone. All right. | | 18 | As I mentioned, we have several matters on the | | 19 | calendar today. We have the continued Chapter 11 case | | 20 | management conference which I indicated during our last | | 21 | hearing I may have additional questions, but I may not, and | | 22 | so we'll address that. | | 23 | And then we have, in order of filing, the motion | | 24 | for determination that the stay is inapplicable, or for | | 25 | relief from stay filed by the creditor, which I will refer |

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to if the creditor doesn't mind as PAX, P-A-X. I noticed -- I want to make sure that we all indicate for the record any kind of spelling so that there's -- when there's a transcript the transcriber, who is not us -- it has to be a third party outside the court -- will get the names right. And I think in the past they haven't picked up that PAX is P-A-X, so I want to make sure that that is picked up for the transcriber. Then there -- that's ECF 57, the PAX motion for an order confirming the inapplicability of the automatic stay, or in the alternative for relief from stay. The next matter on the calendar is ECF No. 86, which is the application of the debtor to retain Brown Rudnick as counsel to the debtor. The next matter is the debtor's application to retain a financial advisor, ECF 90. The next matter is ECF 102, the motion of the United States Trustee for an order directing the appointment of an examiner, or in the alternative for the appointment of a Chapter 11 Trustee. The next matter, ECF No. 117, is the debtor's motion for entry of an interim and final debtor in possession financing orders. The next matter on today's calender is the motion for order to schedule a status conference in connection with

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| | 8 | |----|--------------------------------------------------------------| | 1 | a motion to dismiss that was filed by PAX on April 6th. | | 2 | And then the next matter is the order that granted | | 3 | PAX's, in part, PAX's motion for an order to schedule a | | 4 | status conference on the motion to dismiss. | | 5 | So as far as today is concerned, what -- again, I | | 6 | may stop parties at different points if there are spelling | | 7 | issues that we need to make sure we have on the record. | | 8 | What I'm going to do is I'm going to remind | | 9 | everyone this is a continued hearing, preliminary hearing, | | 10 | on the motion for relief from stay. | | 11 | So when we were here last, we talked about the | | 12 | motion for relief from stay. I heard everyone's arguments | | 13 | on that motion. | | 14 | And then since the last time we were in court, | | 15 | there were more documents filed with regard to the motion | | 16 | for relief from stay. | | 17 | I would assume, although I should not make any | | 18 | assumptions, which is probably not a -- I should not assume, | | 19 | but I have not seen any further documents and any | | 20 | discussions about any kind of resolution on the relief from | | 21 | stay other than motions or statements filed by creditors and | | 22 | the creditors committee -- I think, Mr. Goldman, you can | | 23 | correct me if I'm wrong -- that is in support of the motion | | 24 | for relief from stay. | | 25 | So as -- Mr. Friedman, when we were here last, we |

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went through the motion for relief from stay. Debtor's counsel was able to make his argument in opposition to relief from stay. But now we have Attorney Goldman as proposed counsel on behalf of the committee supporting relief from stay. And I believe we also have the creditors, Ms. Ma and Ms. Wu, in support -- qualified support I should say -- of the relief from stay. So as far as the PAX parties are concerned, the committee of unsecured creditors is concerned, and the creditors, Ms. Ma and Ms. Wu, are concerned, have you all agreed to a form of an order on relief from stay? MR. FRIEDMAN: Your Honor, so we had agreed -- Peter Friedman from O'Melveny & Myers. We had agreed with the individual creditors. Counsel for the committee has made a proposal which -- to our proposed order, which we're reviewing. THE COURT: Okay. MR. FRIEDMAN: I think the biggest probably dispute between us is, you know, sort of the binary issue in the first instance, does the stay apply or not? And we would want an order in the first instance saying the stay doesn't apply. THE COURT: Okay. MR. FRIEDMAN: That Mr. Goldman can speak for

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himself, but I understand that that doesn't work for him, but we are -- for his committee, it's nothing personal, it's for his client -- we are -- we'll try to work together to see if we can, you know, to the extent the Court is going to conclude the stay applies, agree on language. He provided us a markup this morning which we're reviewing. THE COURT: Okay. MR. FRIEDMAN: So I'm hopeful that either we would be able to come to something consensual, or if not submit very minor differences on a competing form of order. THE COURT: Okay. So your motion, as you are obviously entitled to do, wants this court to make a determination as to whether the stay is applicable, or in the alternative grant relief from the stay if I find that the stay is applicable. So what I think I heard you just say is that you still want the Court to rule. You do not want the Court at this point -- I think I'm hearing you say -- to adopt the position that Attorney Goldman has suggested, which is don't worry about whether it's applicable or not, just grant relief from the stay? MR. FRIEDMAN: Yes, Your Honor. We think that both are appropriate determinations. THE COURT: Okay. That's fine. I just want to understand where everyone -- where everyone stands as of

this morning. Okay. Because obviously a few weeks have gone by since our last hearing. I don't know what -- I don't need to know what discussions have been had. I just want to know what the positions are as of today, so what you're asking the Court to do. And what PAX is asking the Court to do is to still make -- is to address the relief in your motion which is whether or not the stay is applicable. If it's not, if the Court finds that it's not, then that -- then the motion will be granted along those lines. And if the Court finds that it is applicable, then the motion will be granted or denied upon whether or not you're entitled to relief from the stay. MR. FRIEDMAN: Oversight by me. I didn't share it with the U.S. Trustee. We'll do that. THE COURT: Okay. Attorney Claiborn, go ahead. MS. CLAIBORN: Yes. Thank you, Your Honor. Holley Claiborn for the U.S. Trustee. I didn't make any comments last hearing with respect to the relief from stay motion. I wanted to do so today. I wanted to let the Court know that the U.S. Trustee is in favor of relief from stay being granted. And we would like to see copies of the order, although we may not necessarily weigh in on the debate over the language. THE COURT: Okay. So your position is the same as

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| | 12 | |----|---------------------------------------------------------------| | 1 | the committee's essentially then, the U.S. Trustee's, which | | 2 | is don't spend time in court determining whether or not the | | 3 | stay is applicable or not, just grant relief from the stay? | | 4 | MS. CLAIBORN: I think in the end we would just | | 5 | like an order granting relief from stay? Yes. | | 6 | THE COURT: Okay. You just have to -- I'm so | | 7 | sorry -- could you -- | | 8 | MS. CLAIBORN: I'm sorry. In the end, we would | | 9 | like an order granting relief from stay. | | 10 | THE COURT: Okay. Thank you. All right. | | 11 | So, yeah, I'm certainly going to let you speak, | | 12 | Counsel. | | 13 | MR. FRIEDMAN: Thank you. | | 14 | THE COURT: One thing that I will note with regard | | 15 | to the relief from stay obviously, as we all know, the 2005 | | 16 | amendments to the code changed a lot of things, including | | 17 | time frames. | | 18 | And the -- this is an individual Chapter 11 case. | | 19 | Your motion was filed on March 21st. So arguably under the | | 20 | code, under 362(e)(2), the stay will expire in 60 days. | | 21 | Even if I don't rule, it will expire unless the Court | | 22 | extends that stay for compelling circumstances -- I believe | | 23 | is the language, but I can pull it out. | | 24 | So today is April 13, and, you know, I mean, we | | 25 | can do a calculator if you do Rule -- if you look at Rule |

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9006, and you don't count the day of the filing of the motion and the computation of time, I think we're, you know, we're in May 20 range of when the stay would expire. Today is April 13th. So I'm obviously taking that into consideration as well. MR. FRIEDMAN: Your Honor. THE COURT: Go ahead. MR. FRIEDMAN: I believe the motion -- the hearing was the date you said. The motion was filed on March 2nd. THE COURT: Oh, I'm sorry. You're right. It was the hearing that I just referred to, so I'm wrong. The 60 days is coming up faster than I just stated. You're right. Thank you. The motion was filed -- actually, yeah, the motion was filed on March 1st. So if I were to calculate under the -- under the Rule 9006 parameters that says you don't count the first date, you don't count the date of the filing, and then you count the days after -- and if the expiration is -- I think it says a Saturday, Sunday or legal holiday, it goes to the next day -- I'm pretty sure that's what it says, but I can go back and look at that -- just give me one second. (Pause.) THE COURT: So the exact day, if you did the calculation in accordance with Rule 9006, the exact 60th day -- because March has 31 days -- is April 30. That's a

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| | 14 | |----|---------------------------------------------------------------| | 1 | Saturday. So the first working day is May 2nd. | | 2 | Attorney Goldman, did you want to -- | | 3 | MR. GOLDMAN: Yeah. I just wanted to make a point | | 4 | on this issue, Your Honor. | | 5 | THE COURT: Can you talk into the microphone | | 6 | because we can't hear you. | | 7 | MR. GOLDMAN: I just want to make one point on | | 8 | this issue. If you look at 362(e)(1) -- | | 9 | THE COURT: (e)(1) only applies in a corporate | | 10 | case. (e)(2) applies in an individual case, and it's 60 | | 11 | days. This is an individual case. | | 12 | (Pause.) | | 13 | MR. GOLDMAN: Yeah. Correct. I just wanted to | | 14 | note that under (e)(1) it was property -- an act against | | 15 | property of the estate. So to the extent that (e)(2) would | | 16 | also incorporate that concept, I'm not sure this is an act | | 17 | against property of the estate. | | 18 | THE COURT: Well, (e)(2) incorporates the concept | | 19 | that it's an individual debtor. That's the distinction. | | 20 | And it's, you know, that's what Congress decided in 2005 | | 21 | when they changed the code and added that section to 362. | | 22 | MR. GOLDMAN: Right. That does appear to be the | | 23 | case. | | 24 | THE COURT: That's what -- that's what they | | 25 | decided. So it's 60 days. |

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| | 15 | |----|--------------------------------------------------------------| | 1 | In any event, my calculation, Attorney Friedman, | | 2 | if I did it properly, and I think I did under Rule 9006, is | | 3 | -- because I have to worry about this, right? I mean, I | | 4 | have to worry about the time frames that Congress imposed on | | 5 | what the Court is supposed to do. And if it doesn't do, | | 6 | what the ramification would be if the Court doesn't act in | | 7 | that time frame. | | 8 | So I believe there's an argument that it would | | 9 | expire on Monday, May 2nd. Okay? | | 10 | So today is the 13th of April. And so that's | | 11 | really just a little more than two weeks left in this where | | 12 | the Court either has to rule on your motion. And if the | | 13 | Court doesn't rule on your motion, then there's no automatic | | 14 | stay in place in favor of the debtor. | | 15 | In any event, I point that out to the parties. | | 16 | Now, obviously counsel for the debtor wants to be | | 17 | heard and I'm going to hear him. So go right ahead. | | 18 | MR. BALDIGA: Thank you, Your Honor. I think | | 19 | relevant to -- William Baldiga, Brown Rudnick, for the | | 20 | debtor. | | 21 | Relevant to everything today, but especially as to | | 22 | the motion, I think it's very important that you hear very | | 23 | significant developments in the case including as to the | | 24 | boat, which is the entire topic of the motion for relief | | 25 | from stay, because there are papers filed on this by Mr. |

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Kindseth, but -- so let me give you an update as to what has happened in the case because I think it directly bears on this.

In advance of today, Mr. Kwok has sat for two days of examination at the 341 and the continued 341 meeting. You heard previously a great concern that pre-petition he had invoked his Fifth Amendment rights. Over the two days, there was not a single invocation of that, so every questions has been answered, there's been no issue of that ever since the petition was filed.

There has been a lot of discovery taken by people on this side of the courtroom. We've complied with all of it. There have been document productions by the debtor, by the DIP lender, the boat owner, Verdolino & Lowey and Brown Rudnick, depositions of Verdolino & Lowey and the DIP lender. And there was a deposition schedule for Mr. Kwok and PAX decided yesterday it was not needed.

So there are no discovery disputes for the Court to resolve, which is -- given the great breadth of all the discovery that has been demanded, I'm pleased to report that we've had great compliance, nothing for you to decide today, and so very good cooperation in that regard, which is how I said the case would be run.

MR. FRIEDMAN: Your Honor. MR. BALDIGA: On the boat --

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THE COURT: Just hold on a second, Attorney Friedman. I just want to -- I'm going to let you respond to whatever counsel is saying, but I'm going to give him the opportunity to speak at the moment. Okay? Thank you. MR. BALDIGA: On the boat, Your Honor, most importantly, we have taken the Court's comments at the prior hearing to great heart. The owner of the boat, HK International, has retained counsel. There has been a great deal of work in that regard. And I'll defer to my partner, Mr. Carty, as to debating the law under the underpinnings of the law on the motion for relief, but factually, the owner of the boat has come into this court, including in a proposed order, the day filed, in response, and said we will do exactly what PAX and the state court ordered and which this court implied should be done, which is the boat is on its way back to Bridgeport as soon as it could be safely shipped here. And Mr. Kindseth can address that in more particulars, and he's here to do that, but the boat owner has submitted itself to the jurisdiction of this court unequivocally. The boat is in dry dock with repairs to be made before it can move at all. Those repairs are being made. The boat can be returned here only shipped on another boat

at great expense, but arrangements have been made to do

Fiore Reporting and Transcription Service, Inc.

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exactly that at the soonest possible instant. It is a considerable exercise. Mr. Kindseth can address that more. We have shared with all the parties over more than a week our hopes and intentions in that regard, tried to get a dialog going as to full satisfaction of the motion, because we think we are fully satisfying the motion, not the debtor so much, but working closely with the owner of the boat to do that. And so the boat is being repaired. The boat is being shipped back. It has to come back through Baltimore, but arrangements are being made for it to come literally to Bridgeport. And so we think there's no order that could require more than that because it's being done at the earliest possible time that it could be done. It's not as simple as, you know, shipping it UPS. And even more significantly -- although this will come in due time -- the boat under the plan we have filed -- and we're not here today on confirmation certainly or to solicit votes -- the boat is being contributed to the creditors, lock, stock and barrel. So we've taken the request by PAX that everyone has joined and we've done one better, or two better. The cost of the repairs are several hundred thousand dollars.

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The cost of shipping the boat -- and you literally have to load it on another boat to bring it over here -- is several hundred thousand dollars. And then with the repairs made and the boat local here in Bridgeport, it is available to creditors.

So we think we've mooted, because PAX has emphasized the only thing they wanted was the boat to be returned to local waters. They say they don't want to imprison Mr. Kowk. We have some doubts. They expressly say this is not about the payment of money.

So the boat owner has done -- and we're extremely appreciative of that -- exactly what the state court judge asked, exactly what PAX has asked.

And, again, Mr. Kindseth can get into this.

And we're happy to put on a factual record at this time or whenever the Court so pleases to support all of that. And there's no factual record to the contrary.

Just in terms of some of the other things that are being done, Mr. Jalpbert, Verdolino & Lowey, the financial advisor to the estate, or proposed, has worked very hard to open -- which is being done literally this week -- DIP bank accounts, which we have some doubt whether they could be opened. We think now they can be opened with Peoples' Bank, which is obviously an approved depository.

So one of the concerns about the U.S. Trustee --

| | 567 | |----|-------------------------------------------------------------| | | 20 | | 1 | of the U.S. Trustee's Office that it couldn't be a more | | 2 | routine handling of estate funds, we're obviating that as | | 3 | well. | | 4 | The U.S. Trustee also expressed in formal concern | | 5 | that this is an unusual Chapter 11 estate where there's no | | 6 | money in the estate and no income. | | 7 | The first thing that happens upon approval of the | | 8 | DIP, initial approve of the DIP today, is a million dollars | | 9 | being contributed outright to the estate as a gift as it | | 10 | were so that the estate will be flush with bucks. | | 11 | THE COURT: A million dollars for what? | | 12 | Because everything I've seen, the million dollars | | 13 | that was your retainer was described as a loan, not a gift. | | 14 | MR. BALDIGA: But it's subject to repayment, fully | | 15 | subordinate to every other valid claim. | | 16 | THE COURT: Okay. I'm just asking. I'm just | | 17 | asking because I want to -- you know, I've read -- | | 18 | MR. BALDIGA: Yeah. | | 19 | THE COURT: I've read everybody's papers. | | 20 | MR. BALDIGA: So it's -- | | 21 | THE COURT: And you say it's a loan, but now | | 22 | you're saying it's a gift. | | 23 | MR. BALDIGA: Well -- | | 24 | THE COURT: So if -- it's not a gift if it's still | | 25 | subject to repayment. |

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MR. BALDIGA: As between the debtor and the lender, it's a loan. As between the debtor and all creditors, not a penny goes back to the lender until every creditor has been fully satisfied. So it's fully subordinate. I guess I'll call it a loan. But the money comes in no strings attached. It's an -- I'm not sure what the legal principle was behind that concern. In any event, again, we've said let's not argue about a few dollars or whatever. But a million dollars comes in so that tomorrow the estate can have a million dollars. Whatever their concerns were, we've mooted. THE COURT: But that's not the million dollars that was given to your firm? MR. BALDIGA: No. THE COURT: This is a different million dollars? MR. BALDIGA: On top. On top. THE COURT: So in addition to the eight million that's the subject of the -- MR. BALDIGA: On top, yes. THE COURT: Okay. And didn't the DIP loan say that if relief from the stay is granted they won't loan? MR. BALDIGA: That's right. THE COURT: Okay. So really we're talking about a million dollars then if the Court grants -- MR. BALDIGA: If there's no relief from stay and

| | 22 | |----|--------------------------------------------------------------| | 1 | no trustee. | | 2 | THE COURT: Well, you've just said that relief | | 3 | from the stay should be granted essentially because you're | | 4 | going to do all these things? | | 5 | MR. BALDIGA: Well, then, Mr. Kwok may be going to | | 6 | jail and there's no -- | | 7 | THE COURT: Well, wait a minute. We didn't get | | 8 | that far yet. Hold on. | | 9 | MR. BALDIGA: Okay. | | 10 | THE COURT: Hold on. Let's get -- let's take it a | | 11 | step at a time. | | 12 | What I'm trying to understand is I've -- as I'm | | 13 | sure you have -- spent many hours reading all the papers in | | 14 | this case, right, and that's fine. Obviously there's | | 15 | excellent lawyering on all sides and people making their | | 16 | arguments very persuasively, but I have to decide what to | | 17 | do, right -- | | 18 | MR. BALDIGA: Of course. | | 19 | THE COURT: -- so someone's not going to be happy. | | 20 | All that being said, when I read the papers -- and | | 21 | I tried to be -- I tried -- and that's why I say correct me | | 22 | if I'm wrong -- but the monies that were paid to your firm | | 23 | as a retainer are described -- the word loan is used in that | | 24 | context. The \$8 million is obviously a loan. I mean, | | 25 | otherwise why would you need a court to approve it. |

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And my understanding of my read of those documents is that if relief from the stay is granted, there won't be -- no monies will be loaned. And now you're coming here today -- which is fine, I'm just trying to understand everything -- and saying someone -- I don't know who -- who's going to give the million dollars to the estate? MR. BALDIGA: The DIP lender. THE COURT: And not -- and not expect any protections from a DIP -- that a DIP lender would want when it makes a loan to a Chapter 11 estate? MR. BALDIGA: As to that million dollars, none. And it's because, Your Honor, we proposed a most generous DIP that a Chapter 11 case has been known. We are getting objections of all type of anyway, so we just said let's just make it easy. We'll put a million dollars in -- or the DIP lender said we'll put a million dollars in, no strings attached, how can anybody be opposed to that? THE COURT: Okay. Well, let's talk about that. MR. BALDIGA: Okay. THE COURT: So a million dollars comes into this estate from Golden Spring? MR. BALDIGA: Yes. THE COURT: And there's no -- it's not a loan, it's a gift. They're not -- so I don't have to do anything.

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 449 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 24 | | 1 | MR. BALDIGA: Well, it's under the DIP motion and | | 2 | it is conditioned upon no appointment of a trustee. | | 3 | THE COURT: Okay. So there are -- it isn't just | | 4 | no strings attached? And I'm not saying -- | | 5 | MR. BALDIGA: Well, I -- no. I'm making it clear | | 6 | -- | | 7 | THE COURT: I'm not saying that that's not | | 8 | appropriate -- | | 9 | MR. BALDIGA: Correct. | | 10 | THE COURT: -- that you want that. I want to -- I | | 11 | want to be very clear that I understand what you're asking. | | 12 | Okay? | | 13 | MR. BALDIGA: Of course. | | 14 | THE COURT: So the -- the DIP motion doesn't -- at | | 15 | this point doesn't say anything about making a million | | 16 | dollar loan with no strings attached, does it? | | 17 | MR. BALDIGA: It does in the reply that we filed. | | 18 | THE COURT: Oh, in the reply. | | 19 | MR. BALDIGA: Yes. | | 20 | THE COURT: Okay. All right. | | 21 | MR. BALDIGA: And a whole new set of DIP papers -- | | 22 | THE COURT: So that was just filed on Sunday? | | 23 | MR. BALDIGA: -- were attached that laid that out. | | 24 | THE COURT: Was that filed on Sunday? Filed on | | 25 | Sunday or Saturday? |

MR. BALDIGA: Yes. THE COURT: Okay. So then I probably haven't paid as -- I mean, I skimmed it -- MR. BALDIGA: Of course. THE COURT: -- but I haven't read it fully. MR. BALDIGA: Pretty -- yeah. THE COURT: I can assure on that one. That being said -- MR. BALDIGA: And I just want to chat with the DIP lender for one second, Your Honor, to be sure whether -- THE COURT: Yeah. Go right ahead. Go ahead. MR. BALDIGA: -- the boat is also a condition. But may I have one second, Your Honor? THE COURT: You certainly may. (Pause.) MR. BALDIGA: So the two conditions, Your Honor, for the million dollars is no appointment of a trustee and no relief from stay as to the boat. THE COURT: Okay. Okay. So let's assume the million dollars comes into the estate, what's the -- what is the million dollars going to be used for? MR. BALDIGA: We're not sure. The debtor has no need to spend it. It's available for creditors. It's not for administrative expenses. We are trying to satisfy entirely a concern, and formal concern, expressed by the

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United States Trustee that this is case isn't funded. I think it is funded by the DIP, but we are trying to listen and try to respond, and if that concern was raised we're meeting it. THE COURT: Let me ask you a question about what you just said, because it made me think of something when you said there's no administrative expenses. So on today's calendar are three applications to employ -- MR. BALDIGA: Yes. THE COURT: -- your firm obviously, the financial advisor, and the claims agent. So none of those people are going to get paid -- well, you're not going to get paid from the estate because you're getting paid by a third party. MR. BALDIGA: No. Well, no. The debtor borrowed a million-dollar retainer to pay us prepetition. THE COURT: Yeah. Where's that loan document by the way? I don't think I've seen that. Where's the documents that show that the debtor borrowed that money to pay you? I don't -- I didn't see that in the record anywhere. Is that in the record? MR. BALDIGA: No. THE COURT: Okay. MR. FRIEDMAN: Your Honor, it's Peter Friedman. We actually asked for it in a discovery request

Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 452 of

| | 27 | |----|---------------------------------------------------------------| | 1 | from Lamp Capital and it was never produced. It's actually | | 2 | incorrect that there are no discovery issues open. Lamp | | 3 | Capital just gave us three documents in response to our | | 4 | request and didn't produce it. | | 5 | THE COURT: Okay. | | 6 | MR. FRIEDMAN: We don't think it exists. | | 7 | THE COURT: Okay. | | 8 | MR. FRIEDMAN: They could back date it at some | | 9 | point, but we don't think it exists. | | 10 | THE COURT: Okay. Thank you. | | 11 | MR. BALDIGA: Regardless -- | | 12 | THE COURT: So there is not loan document from | | 13 | Lamp Capital to the debtor where the debtor is the borrower | | 14 | from Lamp Capital, which is my understanding, according to | | 15 | even your declaration I believe, is owned by the son. Lamp | | 16 | Capital -- | | 17 | MR. BALDIGA: Yes. | | 18 | THE COURT: -- is owned by the debtor's son. So | | 19 | there's no documentation that memorializes that loan, is | | 20 | that correct? | | 21 | MR. BALDIGA: That's right. | | 22 | THE COURT: Okay. | | 23 | MR. BALDIGA: And there have been millions of | | 24 | dollars of loans from either Golden Spring or Lamp | | 25 | previously to the debtor -- some have been documented, some |

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have not -- but the testimony is all of it is kept meticulously in the books. And for some have been documented and some have not. THE COURT: Well, that just -- what you said sounds like a little inconsistent to me. I'm sorry. But you just said they've been kept meticulously in the books, but some have been documented and some haven't? MR. BALDIGA: Some have legal documents -- THE COURT: Okay. MR. BALDIGA: -- of loan agreements, some do not, but that's consistent with -- THE COURT: But everything's in a ledger is what you're telling me? MR. BALDIGA: Yes. And that's been consistent -- THE COURT: And where is that ledger? MR. BALDIGA: I'm sorry? THE COURT: Where is that ledger? Who has that ledger? MR. BALDIGA: The lenders. THE COURT: Lamp Capital and Golden Spring? MR. BALDIGA: Yes. THE COURT: Okay. Okay. So aside -- so let's take it one at a time. Brown Rudnick's retainer then is -- according to what we -- you just said, which is fine, I'm saying it out loud to make sure you're not disagreeing with

what I think I heard. Okay? So just, please, I'm just trying to get it correct. MR. BALDIGA: Sure. THE COURT: Lamp Capital loaned to Mr. Kwok a million dollars and that million dollars was given to you I think in two \$500,000 payments in February, two or three days before the filing, correct? MR. BALDIGA: Exactly. THE COURT: Okay. MR. BALDIGA: Yes. THE COURT: There's not a loan document for that. But you still -- why -- so the million dollars is property of the debtor even though you're retaining it. You're holding it as essentially a security deposit to draw down on? MR. BALDIGA: Yeah. I think the law, Your Honor, under -- I think the law is that it's actually owned by a firm -- owned by our firm with a residual interest in the estate to the extent that it's unused. THE COURT: Okay. MR. BALDIGA: But that -- I'm not sure that matters. THE COURT: Whether or not that's true, the point is the debtor has an interest in that million dollars? MR. BALDIGA: Yes. Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 454 of

| 567 | |-----| |-----|

| | 30 | |----|--------------------------------------------------------------| | 1 | THE COURT: Okay. Thank you. Okay. Got it. | | 2 | So then you would have -- then you -- that's why | | 3 | you have to be retained by the estate because you're going | | 4 | to have to be paid -- you're going to have to have authority | | 5 | to pay yourself? | | 6 | MR. BALDIGA: Absolutely. | | 7 | THE COURT: Okay. | | 8 | MR. BALDIGA: We don't -- we can't -- | | 9 | THE COURT: No. I know you didn't say anything to | | 10 | the contrary. I'm just trying -- you have -- as I said at | | 11 | the beginning of the case -- or maybe I haven't made it | | 12 | clear enough -- there's a lot of documents filed in this | | 13 | case in a very short amount of time. I'm trying to make | | 14 | sure that I'm accurately understanding what's been filed in | | 15 | the case. | | 16 | MR. BALDIGA: Yes. | | 17 | THE COURT: My questions are driven to that issue. | | 18 | Do I, as the person that ultimately is having to decide | | 19 | these issues, am I understanding properly what the papers | | 20 | say? That's my -- that's where I'm coming from. | | 21 | MR. BALDIGA: You do exactly. So that our fees, | | 22 | just like Mr. Goldman's fees, are fully subject to the usual | | 23 | fee application and approval process dictated by this court | | 24 | and we don't take money out of the retainer until that | | 25 | happens. |

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And the debt, the \$8 million in debt is proposed to cover administrative fees of whoever is entitled by your order to administrative fees in the case, including for an investigation by an examiner, and -- but the million dollars is not -- is set aside not for professional fees so that it funds the estate without having -- THE COURT: Okay. Okay. MR. BALDIGA: -- various law firms look to it. THE COURT: And that's -- that million dollars that you -- that is included in your reply that was filed this weekend that I didn't -- I may not have fully understood until your telling me about it right now is funded by whom? MR. BALDIGA: Golden Spring. THE COURT: All right. So not Lamp. Lamp is only -- the only lender with regard to the retainer for your firm? MR. BALDIGA: Yes. THE COURT: Every other loan that's proposed at this point is coming from Golden Spring, is that correct? MR. BALDIGA: Yes. The only lender before this court is Golden Spring. THE COURT: Okay. All right. So with regard to the financial advisor and -- the proposed financial advisor and the proposed claims agent,

| | 32 | |----|--------------------------------------------------------------| | 1 | again -- | | 2 | MR. BALDIGA: And we're withdrawing the claims | | 3 | agent motion, Your Honor. | | 4 | THE COURT: Oh, you are? | | 5 | MR. BALDIGA: Yes. | | 6 | THE COURT: Okay. Okay. All right. Then I'll -- | | 7 | we'll note that on the record. Just let us do that. It | | 8 | will help the courtroom deputy if you just give me a minute. | | 9 | MR. BALDIGA: Very good. | | 10 | THE COURT: All right. So the authorization to | | 11 | retain and employ Stretto, ECF 87, is withdrawn on the | | 12 | record by debtor's counsel? | | 13 | MR. BALDIGA: Yes. | | 14 | THE COURT: Okay, 10:38 a.m. All right. We'll | | 15 | make a note of that. | | 16 | MR. BALDIGA: Thank you. | | 17 | THE COURT: So just -- I don't want -- I don't | | 18 | want to get off track too much on that, but Stretto has been | | 19 | for -- at this point, it seems to me anyway -- so, again, | | 20 | correct me if I'm wrong -- doing what you would have to do | | 21 | as debtor's counsel anyway as far as service. That's all | | 22 | I've seen them do except for creating that website. | | 23 | Is that the only additional task they've | | 24 | undertaken to this point? | | 25 | MR. BALDIGA: Stretto? | | | |

| 567 | |-----| |-----|

| | 33 | |----|---------------------------------------------------------------| | 1 | THE COURT: Yes. | | 2 | MR. BALDIGA: That's the only thing I know of. | | 3 | THE COURT: Okay. I know there was some issue -- | | 4 | and what I need you to do with regard to Stretto is to make | | 5 | sure that they don't have some kind of a claims register or | | 6 | something already. I don't think they do, but I'm just | | 7 | saying to you so our clerk's office has it right. | | 8 | Because if Stretto was trying to maintain | | 9 | something, a claims register, an accepted claims that didn't | | 10 | get with the bankruptcy court, we would need to fix that. | | 11 | MR. BALDIGA: And I'm virtually certain nothing | | 12 | has been implemented of any type -- | | 13 | THE COURT: Okay. | | 14 | MR. BALDIGA: -- but we will confirm that. | | 15 | THE COURT: I think you're right, but I need you | | 16 | just to confirm that so that the clerk's -- because then it | | 17 | could be a problem from our clerk's office standpoint. | | 18 | MR. BALDIGA: Understood. | | 19 | THE COURT: Okay. All right. | | 20 | MR. BALDIGA: And in that regard, Your Honor, we | | 21 | -- it could have been helpful, but like everything else I've | | 22 | said, we're trying to reduce the friction in this case and | | 23 | to do things. And if people don't want Stretto, then we're | | 24 | withdrawing Stretto. We would like to build consensus | | 25 | around what we're doing. And if that's in the way, then |

it's out. THE COURT: Okay. I understand. I just want to make sure that -- I think the reason I had raised the issue was -- at least initially, right -- when we had our first hearing in our Chapter 11 case management conference, the issue of monies coming into the estate had not ripened yet. I mean, in the DIP motion, if it had been filed, had just been filed, and there were the representations in the debtor's statements and schedules of affairs and the qualifications in the statements and schedules of affairs that there was, you know, there is no income, he couldn't open a bank account, there's, you know, there's no business generating any kind of income, that everything that the debtor was being fully supported by his family, which is all fine -- MR. BALDIGA: Yeah. THE COURT: -- but I think the concern I had was so then why would we want to have an administrative expense that might not be necessary? MR. BALDIGA: Understood. THE COURT: So now you've taken care of that with regard to Stretto. MR. BALDIGA: And we believe are well along the way to having a DIP account where the million dollars just pours into. And without Verdolino & Lowey that wouldn't

| | 567 | |----|--------------------------------------------------------------| | | 35 | | 1 | have been able to be done because they have good | | 2 | relationships and they speak in a commercial way that banks | | 3 | like. | | 4 | THE COURT: Okay. All right. So tell me what | | 5 | else you want to tell me, if you would please, about the | | 6 | relief from stay. | | 7 | MR. BALDIGA: Well, I'll let Mr. Carty argue the | | 8 | law, although I think from a factual matter -- | | 9 | THE COURT: Well, I mean, you've already made the | | 10 | argument. | | 11 | MR. BALDIGA: -- we've mooted the motion. | | 12 | THE COURT: Wait. Let me just -- let me -- | | 13 | MR. BALDIGA: Yeah. | | 14 | THE COURT: You've already made your argument. | | 15 | What I was allowing you to do was to respond to | | 16 | Attorney Friedman's statement where he stated that he still | | 17 | would like this court to rule on the relief that he filed, | | 18 | which is is the stay applicable? And if the Court finds | | 19 | that it is -- it is applicable, are they entitled to relief | | 20 | from the stay? | | 21 | We've already had that argument -- | | 22 | MR. BALDIGA: Right, we have. | | 23 | THE COURT: -- but what I'm asking you is, with | | 24 | regard to where we stand today, I think you've actually | | 25 | responded to it already by saying that the DIP loan will not |

| | 567 | |----|-------------------------------------------------------------| | | 36 | | 1 | be made if relief from the stay is granted. | | 2 | And then the other condition was what about -- I | | 3 | apologize -- | | 4 | MR. BALDIGA: Appointment of a trustee. | | 5 | THE COURT: The appointment of a trustee. Okay. | | 6 | All right. | | 7 | So is there anything else you want to add? | | 8 | MR. BALDIGA: Well, just in terms of a factual | | 9 | basis, again, just going back to it, we've -- and we are | | 10 | trying to engage with everyone on this side of the | | 11 | courtroom. | | 12 | We've reached out, Mr. Kindseth has reached out, | | 13 | the DIP lender has reached out, on numerous occasions over | | 14 | the last week saying we think we're mooting all of your | | 15 | objections, but can you tell us why you think some more | | 16 | relief is necessary? | | 17 | We can't get a dialog going. People will run to | | 18 | -- as I said at the last hearing, this will either be a | | 19 | commercial case, in which case you see we're mooting every | | 20 | objection, or it's a case to do harm, in which case we'll | | 21 | continue to be frustrated. | | 22 | And the Court -- I think the Court will continue | | 23 | to be exceptionally frustrated. | | 24 | If there's a -- if there are commercial concerns | | 25 | regarding like about money, which is what bankruptcy is all |

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| | 37 | |----|-----------------------------------------------------------------| | 1 | about, we're going to address those and we're going to get | | 2 | those done as we have with the boat, with the DIP account, | | 3 | with the money coming into the estate with the DIP loans. | | 4 | THE COURT: Well, okay. | | 5 | MR. BALDIGA: We cannot -- we cannot, Your Honor, | | 6 | satisfy desires to harm the debtor. We are finding out, I | | 7 | think, where the concerns are on the other side. And I do | | 8 | think if we've tried as hard as we can to say factually we | | 9 | have mooted every one of the things you were trying to do | | 10 | except incarcerate the debtor, then I think we're entitled | | 11 | to have that motion be denied. | | 12 | I don't want to get in the way of Mr. Kindseth -- | | 13 | THE COURT: I don't want to hear from Mr. Kindseth | | 14 | yet. | | 15 | MR. BALDIGA: -- but they are trying to do | | 16 | everything they can. | | 17 | THE COURT: I still have some more questions. | | 18 | And I will hear from you, Mr. Kindseth, but I want | | 19 | to -- | | 20 | MR. KINDSETH: Okay. Thank you, Your Honor. | | 21 | THE COURT: So you say you're mooting it out, but | | 22 | you told me, I think -- and maybe it's more in this reply | | 23 | that I didn't study enough -- that the boat needs to be | | 24 | repaired. Well, why does the boat need to be repaired? It | | 25 | seemed to go pretty well over to the other side of the |

| 1 | world, so -- | |----|-------------------------------------------------------------| | 2 | MR. BALDIGA: It didn't. It was shipped over. | | 3 | THE COURT: But -- | | 4 | MR. BALDIGA: And it's -- and Mr. Kindseth's -- | | 5 | THE COURT: It was shipped over by whom? | | 6 | MR. BALDIGA: -- papers have the details right | | 7 | down to the invoices of the repairs. | | 8 | THE COURT: Okay. So then how long is that going | | 9 | to take? | | 10 | MR. BALDIGA: Mr. Kindseth is better able to | | 11 | address that. | | 12 | THE COURT: But you need to know that because -- | | 13 | MR. BALDIGA: I do know that, but it -- | | 14 | THE COURT: Okay. So then what -- how long is | | 15 | that going to take? | | 16 | MR. BALDIGA: I believe that the date of arrival | | 17 | in Baltimore -- because these ships only cross the Atlantic | | 18 | every once in a while -- May 20th or so. | | 19 | MR. KINDSETH: June 10th, to Baltimore, Your | | 20 | Honor, is -- and I can speak about our efforts to ship -- | | 21 | THE COURT: June 10th, is that a firm date, or is | | 22 | that a hopeful date? | | 23 | MR. KINDSETH: It's the shipping date. | | 24 | MR. FRIEDMAN: Your Honor, I object. This is all | | 25 | based on a declaration from a witness who's not here. | | | |

| | 39 | |----|---------------------------------------------------------------| | 1 | THE COURT: I agree with you, but I'm still going | | 2 | to ask the questions. | | 3 | MR. FRIEDMAN: He's not here. | | 4 | THE COURT: I understand your objection. | | 5 | MR. FRIEDMAN: He cannot be cross-examined, so | | 6 | this is the kind of -- | | 7 | THE COURT: I understand your objection. | | 8 | MR. FRIEDMAN: And I will provide you with a | | 9 | litany of prior excuses we've heard -- | | 10 | THE COURT: I completely understand your | | 11 | objection, but I'm still going to ask the questions. Okay? | | 12 | MR. FRIEDMAN: Thank you. | | 13 | THE COURT: And, Mr. Kindseth, as I said, it's a - | | 14 | - is it a firm date or is it a hopeful date? | | 15 | MR. KINDSETH: It's a firm date. | | 16 | THE COURT: And how do you know that? | | 17 | MR. KINDSETH: I've been advised, and I -- | | 18 | THE COURT: By whom? | | 19 | MR. KINDSETH: Late yesterday, by counsel, co | | 20 | counsel to HK International, and the individual Mei Guo. | | 21 | Your Honor, we're willing to have Your Honor order | | 22 | us to bring the boat back as quickly as possible. | | 23 | THE COURT: I don't know. You can be willing to | | 24 | have me to anything you want to do, but that doesn't mean | | 25 | I'm going to do it. |

MR. KINDSETH: I -- THE COURT: I mean, see, here's the problem. Here's the problem. It doesn't really matter if you own the boat. It doesn't matter. What matters is what interest does this debtor have in this estate and what happened outside of this court before he came here. And what also matters is PAX has now filed a motion to dismiss this case. And so all of these different things that you're all talking about really probably don't matter until we address the motion to dismiss, which as you know, under the 2005 amendments to the bankruptcy code, the Court has to do, it's required to. It isn't -- there's no discretion. Congress decided that the Court shall conduct the hearing within 30 days of the filing of the motion, and then rule within 15 days after that. Well, guess what? That's going to be before June 10th. That's going to be before June 10th. And so, you know, I understand you're just representing -- and you're vigorously and accurately representing the client -- but first of all, it's aren't -- the person isn't here. You filed a document that said all these things where there's nothing in the record to establish it other than I'm supposed to -- and this isn't directed to you,

Attorney Kindseth, I say this to all lawyers by the way -- that I'm supposed to just take the representation as true, which I'm not going to do, and -- And I also have another motion now that I have to address, that has to be addressed. And I hear the arguments about mooting everything, but, but, there will be no loan if there's -- relief from the stay is granted or a trustee is appointed. Now, we're talking about trying to get the parties together. The problem you all have is you -- before 2005, you might have been in a better position in this court, but Congress changed the rules. I didn't change the rules. The Court didn't change the rules. Congress changed the rules. And Congress said this has to happen this way because -- because -- we put this in the bankruptcy code because we're concerned about an abuse of the bankruptcy system. And, therefore, the Court has to address that issue first before it deals with all of these other issues. And so the problem is -- and, Mr. Baldiga's saying -- I believe what Mr. Baldiga is saying, that they're trying to do it, but I don't think people understand your window's this big. It's not this big. And the problem that you have is you have a situation where the credibility of what occurred before this court is the problem. You're never going to get together if you don't

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get together now. And your time frame to do it is very, very, very limited.

And Attorney Friedman's objecting to what you're saying because there's no evidence. Unfortunately, I agree with him. At this point, I agree with him, right?

You've made -- you've given information, and that's fine. But I don't -- there's nothing in the record. I haven't made any factual finding and I'm not going to make any factual finding unless there's a witness sitting in the box that swears under penalty of perjury that that's the truth. And that's the problem we have.

I know you've come into the situation late, so you're already at a disadvantage, you're already at a disadvantage and I understand that.

MR. KINDSETH: Your Honor, I completely appreciate your points, especially with respect to the motion to dismiss.

Breaking down each of the elements that are presented to all of us right now, I think the motion for relief is a more isolated component. The motion for relief seeks to compel the return of the Lady May.

PAX can go to New York State Court and obtain such an order, but it will take time to schedule the hearing. The power of the New York State Court to compel Mr. Kwok is limited. It's limited to incarceration or fines.

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But PAX is claiming that they're not seeking that position of any fines, and appears as though such imposition of fines would be prejudicial to the creditors in this case and antithetical to this bankruptcy proceeding. So really what PAX wants is to incarcerate Mr. Kwok, which is not a legitimate purpose of the motion for relief. At its essence, the motion for relief seeks to have the Lady May returned. My client is undisputably the registered owner. It's in the papers. This isn't -- this has been acknowledged repeatedly, undisputedly, my client is the registered owner of the yacht and has the contract with the yacht management company. And we're saying to Your Honor let's not have the threat of incarceration over Mr. Kwok dictate these proceedings. It's not a legitimate bankruptcy purpose. Everybody's concerned about the Lady May. Let's have an order such that the Lady May comes back to Connecticut. Your Honor, I reached out to the committee, PAX, and the United States Trustee's Office and said we will do whatever you need to do in terms of documentary evidence, speak with the yacht management company directly, we'll do videos of the yacht and provide further documentation, and make sure that the -- you're comfortable with the factual

| | 567 | |----|----------------------------------------------------------------| | | 44 | | 1 | situation. No one engaged. We provided a (indiscernible) | | 2 | order. | | 3 | THE COURT: You know what? I hear what you're | | 4 | saying, and I'm sure you did, okay, but you -- no one -- | | 5 | none of us are -- have our blinders on. Nobody gets along | | 6 | here. This has been going on for what -- how many years? | | 7 | Okay. | | 8 | MR. KINDSETH: Right. | | 9 | THE COURT: And so to come in and say we want to | | 10 | get this done, we want to make this work, you only have this | | 11 | much of a window. And if you don't -- if you don't make it | | 12 | work now, it's not going to work. It's probably not going | | 13 | to work. | | 14 | MR. KINDSETH: I would also inform the -- | | 15 | THE COURT: And the relief from stay, there's | | 16 | nothing in the motion for relief from stay. And everybody | | 17 | keeps saying this, but I don't agree with it, that says that | | 18 | PAX is going back to state court so they can put Mr. Kwok in | | 19 | jail. That's not what it says and no one's said that. | | 20 | In fact, counsel stood up and said that he's not | | 21 | going to -- he's not asking for that. And all of the other | | 22 | parties who have filed joinders, right, have said the same | | 23 | thing. They want the boat back. | | 24 | Well, why all of a sudden, when you want the boat | | 25 | back, now you're coming in, you're saying you're the |

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| | 45 | |----|------------------------------------------------------------------| | 1 | registered owner, then why didn't you do that when you were | | 2 | in the New York State Court? | | 3 | Why does it take the bankruptcy court to do this? | | 4 | Why didn't you come to the New York State Court | | 5 | and say we're the registered owner, we'll bring the boat | | 6 | back. You know, who cares if Mr. Kwok has a beneficial | | 7 | interest in it? It doesn't really matter. We will do this. | | 8 | And every single step of the way there's pushback | | 9 | to try to diffuse the real issue, which is that boat should | | 10 | have already been in the control of the New York State | | 11 | Court. And that's Justice Ostrager who wrote that opinion. | | 12 | When that fine was imposed, this debtor | | 13 | voluntarily decided to come to this court, and now says to | | 14 | this court, hey, we're going to work everything out. But | | 15 | don't do anything with regard to their motion for relief | | 16 | from stay, because if you do, we're not even going to lend. | | 17 | Well, if that's the case, we might as well just all walk out | | 18 | the door right now because there's no point. There's no | | 19 | point. | | 20 | And so the debtor either has to come to the | | 21 | reality that he has to work a deal with these people or not, | | 22 | because this court -- and I know Mr. Baldiga said, you know, | | 23 | what you decide -- I don't -- I decide what the law says, | | 24 | right, it's what the bankruptcy code says. | | 25 | And the code says that I have to address the | | | |

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motion to dismiss now that was filed on April 6th. So we have to have a hearing. I have to decide that motion. And if this case is dismissed, then all of this other stuff doesn't matter. And so it's very unclear -- and, again, you've come into the game -- you've come to here late. It's not -- you take things as you find them. You're doing the best that you can for your client under the circumstances. But it seems a little hollow to come in now and say we're the registered agent. We'll get the boat back.

That's not going to work. It's just not going to work. It is not sustainable as a matter of law in this court under the bankruptcy code because of the pending motion for relief from stay -- which I also have to decide or there is no stay -- and that expires on May 2nd -- and then the motion to dismiss, which I also have to decide, which, by the way, will be by the middle of May.

But, by the way, hopefully it will be around June 10th.

So getting the boat back by June 10th really doesn't matter because we don't even know if it's going to be back by June 10th.

MR. KINDSETH: I understand, Your Honor. I guess my response is that it's not the arrival of the boat, it's the entry of the order. Because the New York State Court could enter an order, and Your Honor can enter an order --

THE COURT: I don't agree with you. Because until the boat's back, it doesn't matter what the order says. We already -- Mr. Kwok has already done that 17 times in the New York court. MR. KINDSETH: We could also -- THE COURT: The orders all entered, and they were completely disregarded. So, you know, you can make that argument, but unfortunately I don't find it persuasive. MR. KINDSETH: Your Honor could also order us with respect to the current status of the boat, orders that it be kept in place. THE COURT: To do what? What difference does it make? MR. KINDSETH: Because -- THE COURT: If the boat isn't going to be back here until June 10th at the earliest, it doesn't make any difference, and all of us spent a lot of time doing something that makes no difference at the end of the day. MR. KINDSETH: Because then there's no reason for the motion for relief from the automatic stay to be granted. THE COURT: Yes, there is. Of course there is. MR. KINDSETH: But if the purpose of the motion for relief from the automatic stay to be granted, it's to have the New York State Court order the return of the boat. If we circumvent all of that --

THE COURT: I think the New York State Court has already ordered that. MR. KINDSETH: No. But a new order would need to enter. It's not -- THE COURT: Yeah. So what? MR. KINDSETH: But it's an order. So if this court -- THE COURT: So he can just disregard that again? MR. KINDSETH: But it's my client's boat. It's not his boat. THE COURT: It doesn't matter. Wait a minute, Mr. Kindseth. If that's true, then we shouldn't all be here, because Mr. Baldiga's talking about the boat, giving the boat to the creditors. MR. KINDSETH: And we're -- my client's in -- THE COURT: So then it's property of this estate. Whether it's only an equitable interest, it's still property of this estate under the bankruptcy code, correct? MR. KINDSETH: We dispute that it's property of the estate. We've brought it -- THE COURT: Well, if you dispute that it's property of the estate, then I don't know what we're doing here. MR. KINDSETH: But, Your Honor, what's happening is that the debtor, with my client's consent and support, Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 473 of

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has proposed a plan where my client contributes the boat to fund a plan. THE COURT: And what -- and how is that going to be enforced? MR. KINDSETH: We're going to effectuate the transfer to the estate to fund a plan. THE COURT: When is that going to happen? MR. KINDSETH: Through the confirmation process. THE COURT: Yeah. And that's not going to be for a few more months, and the automatic stay will have already expired and the motion to dismiss will have already been ruled on. MR. KINDSETH: I understand. THE COURT: Or an appointment of a trustee or an examiner, whatever the situation may be. MR. KINDSETH: Well, we're asking you -- THE COURT: So, all those things, what are you going to do? Your client's then going to work with a trustee or an examiner? Or then the case gets dismissed, what are you going to do? You're not going to contribute the boat back in New York. MR. KINDSETH: No. Our belief is that the appropriate -- and obviously Your Honor will decide -- but we think the motion for relief should be denied. THE COURT: Why?

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| | 50 | |----|----------------------------------------------------------------| | 1 | MR. KINDSETH: We've already made arrangements to | | 2 | have this -- | | 3 | THE COURT: On what basis? On what basis? | | 4 | MR. KINDSETH: Because -- | | 5 | THE COURT: Tell me the basis. | | 6 | MR. KINDSETH: Because if Your Honor orders the | | 7 | return of the boat, there's no need for relief from the | | 8 | automatic stay to be altered. | | 9 | THE COURT: Orders the return of the boat from | | 10 | whom? | | 11 | MR. KINDSETH: From my client. | | 12 | THE COURT: And how -- how do I have jurisdiction | | 13 | over your client? Because you filed a notice of appearance? | | 14 | MR. KINDSETH: No. We're consenting. We proposed | | 15 | an order -- | | 16 | THE COURT: So what? So what if you consent? | | 17 | MR. KINDSETH: We're consenting -- | | 18 | THE COURT: How do I have jurisdiction? How do I | | 19 | enforce that order? Tell me how I enforce that order. | | 20 | Let's say I do exactly what you just said. | | 21 | MR. KINDSETH: Yeah. | | 22 | THE COURT: I enter an order and I compel your | | 23 | client to bring the boat to Bridgeport -- | | 24 | MR. KINDSETH: Yes. | | 25 | THE COURT: -- what if they don't do it? |

MR. KINDSETH: Well, my client has agents and representatives. The sole member is Mei Guo. And the yacht company would be subject to the order as an agent of my client -- THE COURT: To do what? MR. KINDSETH: To return the boat. THE COURT: Why don't you just do this. If you really want to do this, why don't you just post a bond? Why don't you just post a bond for \$134 million? MR. KINDSETH: I don't know if my client has the funds available to post the bond. THE COURT: Why don't you have funds available to post the bond? Or then sell the boat and post the bond? Why don't you get cold hard cash -- MR. KINDSETH: My client -- THE COURT: -- into this estate? MR. KINDSETH: My client's sole asset is the boat, Your Honor. And, Your Honor, the boat's available in terms of like there's a transponder -- thank you -- THE COURT: Trans. Yeah. MR. KINDSETH: -- on the -- you can spot the boat at any time. THE COURT: It doesn't matter. It doesn't matter. You can spot the boat at any time. And somebody, like in

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another case we had in this court, could have the boat go up in flames, okay, before it gets to New York. So they have a right as a creditor to execute on their judgment. That's what they were attempting to do. The boat was one of the assets to execute on it. Unless and until they have the possessory interest to execute on it, they don't -- they don't have any right in that boat other than an order that the debtor has numerous times ignored. So why would an order of this court make any difference? It's not going to make any difference. MR. KINDSETH: Because it's not -- it's not directed to the debtor. THE COURT: It doesn't -- MR. KINDSETH: It's directed to the owner of the boat, Your Honor. THE COURT: And who -- and who are you? Who's your client? The debtor's son? MR. KINDSETH: It's HK -- the sole owner of my client is the debtor's daughter, yes. THE COURT: The debtor's daughter. Okay. And where is she? MR. KINDSETH: I believe in New York City. THE COURT: Okay. MR. KINDSETH: Or Greenwich.

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THE COURT: Okay. So, again, what's the basis for denying the motion for relief from stay? They've sought relief from stay under 362(d)(1) for cause. And maybe sought it under (d)(2) as well. I don't recall, but I can look. So what's the -- what cause haven't they shown? MR. KINDSETH: The sole remedy they're seeking is to compel the Lady May to be brought to the United States. And my client is willing to have such a remedy imposed upon it with its consent, subject to this court's jurisdiction, now. THE COURT: But the boat won't show up until the earliest is June 10th. MR. KINDSETH: And we are willing and -- THE COURT: And what happens if the boat blows up on the way back from Europe? MR. KINDSETH: I can find out if there's insurance. Your Honor, what I'm suggesting is that Your Honor continue the motion for relief for two weeks while we answer all of these questions to the satisfaction of the various parties. Insurance. Transport. Shipyard. Transponder. All that's -- that can be learned. If Your Honor directs the parties to work this isolated issue out, we will.

THE COURT: It's not an isolated issue, Mr. Kindseth. MR. KINDSETH: It's just the -- THE COURT: It's the whole case. MR. KINDSETH: No. But it's the Lady May. The whole case is -- THE COURT: The Lady May -- the whole reason this was filed, this case was filed, was because of the Lady May. MR. KINDSETH: Right. And we're asking Your Honor to direct us to work out the details to get the boat here. And that's really what the bankruptcy process is all about. THE COURT: Where? Where in the code? Tell me where that relief is. MR. KINDSETH: It's when you have divergent interests that have been at war for a long, long time, frequently it takes the bankruptcy reorganization process to force them to work together to reach an -- THE COURT: What are we reorganizing here? MR. KINDSETH: Well, we're reorganizing a lot of litigation, a lot of claims, and assets that are in dispute. It's -- THE COURT: What asset is in dispute? MR. KINDSETH: The ownership of the Lady May is in dispute. THE COURT: Who's disputing that? Nobody's

disputing that. They don't -- PAX doesn't say that the debtor owns it. MR. KINDSETH: Yes, it is. THE COURT: No. They say that Justice Ostrager found that they have -- he has at the very least a beneficial interest in that boat. That's what they're arguing. And if you're saying there's a dispute over the ownership of the assets of this estate, then, again, that's state court. Your property rights are determined by state court, not by bankruptcy law. MR. KINDSETH: But whether the asset's property of the estate is an issue for this bankruptcy court exclusively. THE COURT: No, it's -- no. Because if you dispute -- no, it's not. Because if you -- I'm not going to make a finding of who owns the boat. Why am I going to do that? I know some adversary proceeding was filed. I'm not going to make a finding over who owns the boat. Justice Ostrager already did that. If you don't like that, then you go fight that back in New York court. This is -- you know, this is -- the bankruptcy court, the code says -- as you know, I'm not telling you anything you don't know -- all legal and equitable interests Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 480 of

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in whatever property, wherever located, right? So if you're coming here and you're now saying that you don't -- that your client asserts that the boat is not property of the estate, then I think we can adjourn this hearing. MR. KINDSETH: Regardless, Your Honor, we're willing to contribute the boat to fund the plan of reorganization. THE COURT: You can't it both ways, Mr. Kindseth. Your client can't have it both ways. Sorry. MR. KINDSETH: So putting aside that issue, Your Honor, again, the parties are capable of working out an order to bring the boat to here. THE COURT: What parties? MR. KINDSETH: All the parties. The committee, the United States Trustee -- THE COURT: The PAX isn't going to agree with you. And I don't even know if the committee would agree with you. I understand what you're trying to do -- and I'm not suggesting that it's not worth your try -- so let me just explain that. Okay? But you're asking the Court to do something that doesn't -- isn't going to work. This court entering an order requiring your client -- who, you know -- and I have no reason to doubt you, but -- that you say is the

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registered owner of the boat to bring it to here, okay, again, what happens if they don't? MR. KINDSETH: But that's -- THE COURT: So we go down -- we kick the can down the road for another two months and then I find out the boat's not coming back. MR. KINDSETH: Your Honor, it's no different than the result. THE COURT: Yes, it is. Because you're not the debtor, it is different. Sorry, but it is. You're not the debtor. MR. KINDSETH: We're not even -- THE COURT: And what happens in this situation is your client could have done exactly what they are proposing to do right now back in the New York State Court. Why didn't they do it? MR. KINDSETH: We weren't a party to that proceeding and -- THE COURT: Well, you're not a party to this proceeding either. You have -- you joined in. MR. KINDSETH: You're right. THE COURT: Nobody asked you to come. MR. KINDSETH: You're right. We are welcoming the opportunity to see the reorganization of Mr. Kwok and -- THE COURT: By the way, you've only indicated

| Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 483 of 567 | | | |-------------------------------------------------------------------------------------------------|----------------------------------------------------------------|--| | | 58 | | | 1 | yourself as an interested party. You're not a creditor. | | | 2 | You're not -- you just joined in. And that's fine. But | | | 3 | you're asking the Court to do something that makes no sense | | | 4 | at this point. | | | 5 | If people are in agreement, different story. But | | | 6 | guess what? Everybody on that side of the courtroom is not | | | 7 | in agreement with you. They're not. | | | 8 | And I understand you're trying, but it doesn't | | | 9 | seem that people understand the urgency of what's going on | | | 10 | here, which is this court has no choice but to rule on these | | | 11 | motions. | | | 12 | I'm not going to continue this for another two | | | 13 | weeks. It's already been -- the motion was filed on March | | | 14 | 1st. It's April 13th. To do what? To come back in two | | | 15 | weeks and hear you all say, no, we don't have an agreement. | | | 16 | And then what am I going to do? It's still -- you | | | 17 | still can't answer the question. And I'm not -- it's not -- | | | 18 | that's not your fault. I sound like I'm -- I'm not trying | | | 19 | to attack you. | | | 20 | What I'm trying to say is what happens when the | | | 21 | boat doesn't come back? | | | 22 | MR. KINDSETH: You hold people in contempt. The | | | 23 | same -- | | | 24 | THE COURT: Who am I going to hold in contempt? | |

MR. KINDSETH: Well --

| | 59 | |----|---------------------------------------------------------------| | 1 | THE COURT: Who am I going to hold in contempt? | | 2 | I'm going to hold the corporation in contempt? | | 3 | MR. KINDSETH: The individuals -- | | 4 | THE COURT: What am I going to do with that? | | 5 | MR. KINDSETH: The individuals responsible for -- | | 6 | THE COURT: I'm going to put the corporation in | | 7 | jail? I'm going to pierce the corporate veil and put the | | 8 | debtor's daughter in jail? | | 9 | MR. KINDSETH: Your Honor, New York doesn't have | | 10 | any better solution. And what we're offering -- | | 11 | THE COURT: I think they do. They made all the | | 12 | findings. | | 13 | MR. KINDSETH: We're -- | | 14 | THE COURT: They've made all the findings that | | 15 | they need to make. | | 16 | MR. KINDSETH: But we're consenting to the order. | | 17 | We're submitting ourselves to it. | | 18 | THE COURT: What order? Nobody else is -- you're | | 19 | consenting to an order that you created. I mean, that | | 20 | doesn't really help. It doesn't help. I understand your | | 21 | attempt, but it doesn't help. It doesn't solve the problem | | 22 | at the end of the day. It doesn't solve the problem. | | 23 | All it does is further delay the issue that's been | | 24 | delayed for apparently four or five years now and with | | 25 | complete disregard to prior court orders. |

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I'm not saying your client would disregard it, but it might. I don't have jurisdiction over you, your client. MR. KINDSETH: You do if we subject ourselves -- THE COURT: No. No. Just because you subject yourself to the jurisdiction of the Court, doesn't mean that the Court has jurisdiction over you. You didn't file this case. MR. KINDSETH: Well, the debtor also is claiming a beneficial interest in the yacht and so that is a basis for it to be before this court. THE COURT: I understand that. I'm talking about you and your client. I'm talking about your client. I'm not talking the boat. MR. KINDSETH: Well, we have a competing interest in the boat and so the Court has jurisdiction -- THE COURT: Oh, no, you don't. You just said you were going to give it to the estate -- MR. KINDSETH: Yeah. But we -- THE COURT: -- so what's your competing interest? MR. KINDSETH: We haven't given it yet. THE COURT: Well, that, isn't that the point, you haven't given it yet? MR. KINDSETH: Right. It's through the -- THE COURT: So that's going to be three or four months down the road, and you're going to hope this case

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continues for that period of time, and then you're going to have a million dollars in this estate that maybe goes to pay creditors, one of whom has a claim of over \$134 million. And then what else? What's the value of the boat? It has to be repaired. MR. KINDSETH: At our cost. THE COURT: And did I -- did I read -- I don't know what I read honestly. How big is this boat? MR. KINDSETH: I believe 43 meters. And we're in current -- 185 feet. We're incurring the \$280,000 of service and repairs, and we're also incurring -- THE COURT: Well, you have to if you are the owner of the boat, that's -- MR. KINDSETH: And we're going to incur the -- THE COURT: You're not doing anything magnanimous. MR. KINDSETH: And the four hundred and -- THE COURT: I mean, that's what you have to do. MR. KINDSETH: And the \$435,000 necessary to transport by freighter the -- THE COURT: That's your decision. I'm not -- MR. KINDSETH: Right. THE COURT: I'm not making you do that. MR. KINDSETH: Right. THE COURT: This court's not making you do that. That's your decision.

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MR. KINDSETH: And we're also going to pay for the docking at the steel point which we've already made provisions for. I mean, so -- THE COURT: They have deep water dockage there, yes, they do. MR. KINDSETH: They do, as we know. And so, again, we're trying to facilitate a solution, Your Honor. THE COURT: I understand. And, again, I'm sorry that it sounds like I'm going at you. I know you're trying to facilitate a solution. I hear you. MR. KINDSETH: And candidly -- THE COURT: But my problem is this is your window to facilitate that solution. MR. KINDSETH: And we can have an order entered promptly. THE COURT: An order is not the solution I'm afraid -- I don't agree with that. I agree with your attempt to come to a solution, but the order doesn't do anything. MR. BALDIGA: Your Honor. THE COURT: Yeah. MR. BALDIGA: The solution you did posit was the possibility of a bond, and could we have 15 minutes to explore that with our client? THE COURT: Well, I'm going to hear from Mr.

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| | 63 | |----|--------------------------------------------------------------| | 1 | Friedman first, but possibly. | | 2 | MR. BALDIGA: Okay. But I -- | | 3 | THE COURT: But we're going to take a break at | | 4 | some point -- | | 5 | MR. BALDIGA: Okay. | | 6 | THE COURT: -- so there's not question -- | | 7 | MR. BALDIGA: I just wanted to be sure we had the | | 8 | chance to. | | 9 | THE COURT: Yeah. I'm not going to adjourn the | | 10 | hearing. We've got a lot to talk about obviously. | | 11 | MR. FRIEDMAN: Your Honor. | | 12 | THE COURT: Go ahead, Mr. Friedman. | | 13 | MR. BALDIGA: Okay. Thank you. | | 14 | MR. FRIEDMAN: I want to make many points. One is | | 15 | we heard for the first time from I guess debtor's ancillary | | 16 | counsel, or whatever role Mr. Kindseth is playing, that the | | 17 | debtor is claiming a beneficial interest in the boat. | | 18 | That's the first time anybody's ever said that. | | 19 | The debtor has assiduously rejected that it owns | | 20 | the boat, which is part of the problem here, said it in his | | 21 | schedules. So I don't know whether the issue is a lack of | | 22 | reading the schedules or there's a new position from the | | 23 | debtor. | | 24 | The problem with contempt is exactly what you | | 25 | heard from counsel's mouth, which is HK doesn't have any | | | |

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| | 64 | |----|----------------------------------------------------------------| | 1 | other assets. So what good is a contempt motion? The | | 2 | boat's not here. It was supposed to be here. | | 3 | Your Honor, I want to point out that, although | | 4 | there's no evidence, we are supposed to rely on Mei Guo, | | 5 | who's the daughter who's the owner of HKI. | | 6 | I would remind the Court that there is the opinion | | 7 | from Justice Ostrager that says the find -- the Court finds | | 8 | that Ms. Guo's testimony was not only internally | | 9 | inconsistent and dissimulating, so we're being asked to rely | | 10 | on somebody who's a liar in Justice Ostrager's finding. She | | 11 | testified at that hearing. | | 12 | HKI was present at that hearing when Justice | | 13 | Ostrager found that the boat -- that the debtor had a | | 14 | beneficial interest in ownership of the property. | | 15 | There are a couple of other issues I want to | | 16 | address for the Court. The first is the filing that the | | 17 | debtor put in place with respect -- after the last hearing. | | 18 | They asked for and the Court gave permission for the debtor | | 19 | to be heard on a variety of legal issues. | | 20 | THE COURT: Just on the paragraphs about | | 21 | collateral estoppel and res judicata, yes. | | 22 | MR. FRIEDMAN: Yes. Yes. | | 23 | THE COURT: Go ahead. | | 24 | MR. FRIEDMAN: I wanted to address those. | | 25 | THE COURT: Sure. | | | |

MR. FRIEDMAN: And on Rooker-Feldman. The debtor's first (indiscernible), which I will spell this for the Court, it comes from a case called *VanderKodde vs. Elliott*, that's V-A-N-D-E-R-K-O-D-D-E *vs. Elliott,* which they stand -- it's a Sixth Circuit case, 951 F.3d. 397. They say remarkably that that case stands for the prospect -- the prospect or the proposition that ancillary proceedings aren't covered by Rooker-Feldman. THE COURT: Let me stop you for a second. You're on ECF 141? MR. FRIEDMAN: Yes. I think that's their -- that's their (indiscernible). THE COURT: And what page are you on? MR. FRIEDMAN: I am -- THE COURT: By the way, Counsel, if you want, you can come to the lectern and pull it right up from the docket. Why don't you pull up ECF 141. You have to use the mouse unfortunately. And if you need help, I can help you. MR. FRIEDMAN: Thank you, Your Honor. They cite *VanderKodde*. Is it 141? THE COURT: Yes. Before you pull up 141, look at the bottom right-hand corner of that tablet that's in front of you. See the undo, where it says undo on the -- MR. FRIEDMAN: Yes. Oh, wait.

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| 567 | | |-----|--| | | |

| | 66 | |----|--------------------------------------------------------| | 1 | THE COURT: Hit that a couple of times and the | | 2 | purple will go away. | | 3 | MR. FRIEDMAN: Sorry, Your Honor. I am | | 4 | technologically -- | | 5 | THE COURT: On the tablet itself. | | 6 | MR. FRIEDMAN: On the tablet. | | 7 | THE COURT: At the bottom, right-hand corner, it | | 8 | says undo, doesn't it? | | 9 | MR. FRIEDMAN: It says inactivity timer -- | | 10 | THE COURT: Maybe it's the left-hand corner. | | 11 | MR. FRIEDMAN: Kiosk. | | 12 | THE COURT: Isn't there an undo thing on that -- | | 13 | THE CLERK: It's paragraph 4. | | 14 | THE COURT: You got -- | | 15 | MR. KINDSETH: It's paragraph 4, Your Honor. My | | 16 | colleague advises me. They cite VanderKodde. | | 17 | THE COURT: Okay. Take your finger, your thumb, | | 18 | to the bottom, right-hand corner of that -- of that -- | | 19 | I'm looking at the courtroom deputy. Isn't that | | 20 | where the undo button is on that? | | 21 | THE CLERK: It should be to the right in the | | 22 | border, within the border, not on the actual -- | | 23 | THE COURT: There's a word that says undo on the | | 24 | thing. | | 25 | MR. KINDSETH: Unfortunately not on our screen. | | | |

| | Case 22-50073 Doc 328-1 | Filed 05/04/22 Entered 05/04/22 20:28:55 Page 492 of 567 | |----|----------------------------|-------------------------------------------------------------------| | | | 67 | | 1 | | THE CLERK: Maybe their's is a little different. | | 2 | | THE COURT: Can you take a look, please. | | 3 | | THE CLERK: Yeah. | | 4 | | THE COURT: Because I just don't want the purple | | 5 | thing to be there. | | | 6 | (Pause.) | | | 7 | | MR. FRIEDMAN: Oh, gosh. I'm sorry. | | 8 | | THE COURT: Okay. There you go. | | 9 | | THE CLERK: It's okay. | | 10 | | THE COURT: That's fine. | | 11 | | MR. FRIEDMAN: If I showed you a picture, you'd | | 12 | | realize how dumb I am, Your Honor. Apologies. | | 13 | | THE COURT: That's okay. So just hold on a second | | 14 | | for the courtroom deputy to get back to her seat. | | 15 | | MR. FRIEDMAN: Sorry. I was looking on the -- | | 16 | | THE COURT: All right. So now you're going to | | 17 | paragraph 4? | | | 18 | | MR. FRIEDMAN: Yeah. They cite this -- in | | 19 | | footnote 7, they cite the VanderKodde case. | | 20 | | And they cite it for the idea that it doesn't | | 21 | | apply to ancillary proceedings. You kind of have to read | | 22 | | the case, which is always a good idea, to understand what | | 23 | VanderKodde said. | | | 24 | | What VanderKodde actually said was that a writ of | | 25 | | garnishment wasn't subject to Rooker-Feldman because a write |

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of garnishment is the result of an ministerial process in which the clerk of the court has a non-discretionary obligation to issue the writ if the request does not appear -- if the request appears to be correct. Rooker-Feldman does not apply to ministerial actions by court clerks. I think Justice Ostrager would be surprised to be referred to as a court clerk. I think the other key issue in that case is that -- I want to find it -- exactly where the Court -- ah, Rooker-Feldman applies only when a state court renders a judgment when the Court investigates, declares, and enforces liabilities based on the applications and brought effect which is clearly what Justice Ostrager did. He made legal conclusions based on 5229 New York CPLR and heard witness testimony from seven different witnesses and issued his February 9th opinion. So *VanderKodde* is not a cite that provides the debtors any help. They also cite the proposition the Rooker-Feldman doctrine cannot apply because New York State Court findings are not final, rather, they are pending appeal. THE COURT: Where do you see that? Tell me where that is, Counsel. MR. FRIEDMAN: On page 2, that's romanette iv. THE COURT: Okay. Go ahead.

| | 69 | |----|------------------------------------------------------------------| | 1 | MR. FRIEDMAN: Not true. | | 2 | THE COURT: I'm with you. | | 3 | MR. FRIEDMAN: The committee I think makes -- | | 4 | cites a variety of cases for this to make the point very | | 5 | clear in its pleadings. | | 6 | To that, I would add only the additional, the | | 7 | additional cases, Caldwell vs. Gutman, 701 F. Supp. 2d 340, | | 8 | and Butcher vs. Wendt, 975 F. 3d. 236, Second Circuit. This | | 9 | court has strongly suggested that Rooker-Feldman applies | | 10 | even when there is a pending appeal, state appeal, of the | | 11 | challenged (indiscernible). | | 12 | THE COURT: Which you cited in your brief. | | 13 | Haven't you cited both of those cases in your brief? | | 14 | MR. FRIEDMAN: We did in the first instance, and I | | 15 | don't think they're rebutted or really rebuttable. | | 16 | THE COURT: Okay. All right. Well, that -- I | | 17 | want to make sure that I'm following you on the case law. | | 18 | MR. FRIEDMAN: Yeah. | | 19 | THE COURT: Okay. | | 20 | MR. FRIEDMAN: They also raise an issue of | | 21 | maritime jurisdiction. This is not the case. They say, oh, | | 22 | you can't send it back to state court, or really you can't | | 23 | lift the stay to let Justice Ostrager proceed further for a | | 24 | couple of reasons. | | 25 | The first, again, committee counsel rebuts highly |

effectively, you can't use this proceeding to challenge a state court's jurisdiction over a matter. So even if they were right, which they aren't, that issue would have to be addressed in state court. But under 28 USC 1333, admiralty's jurisdiction is exclusive only as to actions begun and carried out as In Rem proceedings when a vessel itself is treated as the offender and made the defendant by name or description. That's *Madruga*, M-A-D-R-U-G-A, *vs. Superior Court of California*, 346 U.S. 556. You could also look at *Atamanchuck vs. Atamanchuck*, that's A-T-A-M-A-N-C-H-U-C-K, 61 F. 2d. -- excuse me -- 61 F. Supp. 459, suit In Rem for possession of a vehicle -- a vessel allegedly taken under forged bill of sale. As the Fifth Circuit noted in *St. Paul Fire*, 666 F. 2d. 932, the question of ownership of a vessel is ordinarily governed by state law. So I think, Your Honor, from a legal perspective there's nothing new added. Your Honor asked many questions. Counsel, you know, was sort of impassioned that the boat will be back. Our issue is the boat isn't back, right? It wasn't back and it hasn't been back. And it's now -- you know, who knows the exact reason why, but there's such a

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long history of, you know, pardon my bluntness, the debtor and courts being jerked around with respect to the boat and its movements. In Friedman declaration 4, which is when Justice Ostrager origined his decision and order on motion -- before the Court is the motion for contempt -- the Court noted on October 15th there had been an express order of restraint. At that hearing, the order goes on to say, counsel for Kwok specifically asked the Court whether Kwok could move the yacht from the jurisdiction for licensing purposes. By the way, counsel for Kwok asked whether Kwok could move the boat, which actually was an acknowledgment at the time that he did own and control the boat, which he's now denied. The Court denied this request at the time and directed counsel to make a motion if necessary. Plaintiff brings this motion because despite these orders the Lady May has been moved outside of the United States. The Court has reviewed the extensive submissions of the parties in connection with PAX's motion to hold Kwok in contempt. Passing the issue of whether any of Mr. Kwok's attorneys have violated the code of professional conduct, it is clear there has been an intolerable amount of Fiore Reporting and Transcription Service, Inc.

gamesmanship, dissembling and deceit in proceedings before this court relating to the whereabouts and ownership of the yacht Lady May. So this is two years ago almost. The defendant claims that the yacht was removed from the jurisdiction of this court for ordinary course, winter maintenance, not withstanding restraints imposed on the movement of the yacht by the Court. We have a history here. In connection with that proceeding, Fred Kieslop (ph) -- and I can hand this up as an exhibit -- it's certainly admissible evidence against Kwok because it was a declaration submitted by Mr. Kwok in opposition to plaintiff's -- to PAX's motion that Justice Ostrager was citing -- it was confirmed that in the -- paragraph 28 -- and we'll provide copies to everybody -- this was -- you know, it's called the Lady May in the immediate term. Paragraph 27. At this point -- this is in January 19th, 2021 -- I reasonably expect that the Lady May's inspections, maintenance and repairs as described above will be completed by the end of February or later. Paragraph 28. Once those court tasks are completed, the Lady May can proceed to Florida assuming crew member visa status permits. In the ordinary course, the Lady May would return to New York sometime in May 2021. So there was an ordinary course, and Kwok and his

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daughter and HKA didn't follow it even at a time when they had been restrained from bringing the boat back. There's also a letter from HKI on February 8th to Justice Ostrager promising that the -- saying at that time the boat was grounded and undergoing necessary repairs. Again, we will provide a copy of that. And it says presently the boat is grounded and undergoing necessary repairs to its stabilizers. So apparently in February of 2022 it had already been undergoing repairs. Ms. Gwok (ph) anticipates the boat returning to New York as soon as the repairs and weather allow. Again, Your Honor, there's just such a long history of broken promises. And the thing I find most puzzling is the idea that if the boat -- if the stay is lifted, the boat won't come back. If the concern is that Mr. Kwok is going to go to prison if the boat isn't returned by him or the registered owner of the boat, in what world, if the stay is lifted or modified or doesn't apply, isn't the boat going to come back as soon as possible? I submit that's a greater reason to bring the boat back in the possibility that in four months this court will have to commence contempt proceedings against Mei Guo/the HKI.

I think, again, lifting the stay, which we are legally justified in complete between last week and what I just pointed out, to me is the only way to have an opportunity to get the boat back. Your Honor, I do want to make one other point with respect to the colloquy between you and Mr. Baldiga about the one million dollar gift. It's a Trojan Horse. Like a million dollars is there, if you read their plan, in order to provide full releases to Golden Spring. That is their plan contribution as I understand it. And their plan contribution would mean anybody who votes in favor of the plan has to give -- has to give a release, and the debtor would give a release for that million dollars -- THE COURT: I saw -- I've seen the release definitions in the plan. MR. FRIEDMAN: So it's not a gift. It's a Trojan Horse to infect this case with the idea that Golden Spring and everybody else in the world, the people who claim ownership interest in the Sherry-Netherland, the people who own -- claim property interest in every other piece of property Mr. Kwok has ever had will get releases. And so -- THE COURT: Well, they will if there's a plan that gets confirmed. I've seen the definitions. MR. FRIEDMAN: Yeah.

THE COURT: I've seen them. MR. FRIEDMAN: It's not a gift sort of just for the heck of it. I think -- like I said, it's a Trojan Horse. I do want to add, Your Honor, there are proceedings in front of Judge Garrity with respect to the Sherry-Netherland. I don't think that the Court should know about -- there's a disclosure statement hearing in May, May 24th. We've been involved. There are proceedings in Bermuda, British Virgin Islands, where there's a dispute over who owns something that belongs to Mr. Kwok. Mr. Kwok's son continues to pursue those. We have concerns over the automatic stay with respect to those. I think it would be helpful for everybody to have some guidance as to whether, you know, the debtors are trying to get releases -- how that is intertwined -- because we obviously don't want to be in violation of the automatic stay. We would assume that Mr. Kwok wouldn't want his children to be either. I think it's more of a status conference issue, but I did want to apprise the Court that that I think has to be in some way dealt with. I don't think I have anything else on the stay other than to say the boat's not back and that's the reason

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that the stay relief should be granted. The Court should have no confidence that there's any other remedy. I will note, again, jail is, you know, not anybody's preferred option. It's not going to happen tomorrow. They filed a remand motion, so we have to, you know, get the case sent -- they filed a removal petition. We filed a remand motion. We've consented it's being transferred to you. We have a meeting with -- a conference with Judge David Jones in the Southern District of New York Friday about our venue transfer, you know, consent that will have to come back to you. Hopefully it will go back to state court. We think that should be briefed on a highly- expedited basis when it comes before you, if it comes before you. If not, we'll ask Judge Jones to have it heard very quickly. (Indiscernible.) It's in a DIP default if Judge Jones doesn't transfer the matter here, another reason which we'll discuss later why the DIP shouldn't be entertained today. But, you know, it's true. We're not going to be able to get, you know, relief from Justice Ostrager like this. But it doesn't change the fact the stay should be lifted. And Mr. Kwok should know that he is -- you know,

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there is a live contempt order against him as the best way of ensuring, you know, his compliance with court orders, otherwise it's just continued flagrant disregard for court orders. Thank you, Your Honor. THE COURT: Okay. Thank you. I'd like to hear from the committee on the relief from stay motion. MR. GOLDMAN: Thank you, Your Honor. As you mentioned, we -- THE COURT: And before you start, Attorney Goldman, just -- yeah, do that, number one. Number two, I know your application to employ is pending. I'm going to -- it hasn't been scheduled for a hearing because that happens in the ordinary course, but I am going to allow you to participate today as proposed counsel to the committee -- MR. GOLDMAN: Thank you. THE COURT: -- pending your application. Okay? MR. GOLDMAN: Thank you, Your Honor. The committee has qualified support for the motion. We are concerned, number one, that once the boat is returned, that there are no levies or liens placed against it by PAX. That's an asset. We consider it an asset of the estate for the benefit of all unsecured creditors. PAX is not a secured creditor so we would want a

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provision in the order to that effect.

We also are not in favor of the Court finding the stay to be inapplicable. That emanates from the risk that PAX will claim that post-petition monetary sanctions continue to accrue, which we believe they do not, and would certainly be against the interest of the unsecured creditors, so we would prefer that the stay be lifted.

What we would propose is a more-qualified order that would have the stay lifted immediately with a waiver of the 14-day automatic stay under Bankruptcy Rule 4001 for PAX to initiate whatever it needs to do to tee up a hearing on enforcement remedies in whatever court is appropriate, and that the hearing not take place for a period of 20 to 30 days so that the Court's order would be -- in terms of proceeding for remedies -- would be only in effect after 20 or 30 days expired without the boat returning. So that would give --

THE COURT: I don't think I can control what another court does as far as scheduling hearings.

MR. GOLDMAN: But you can qualify the (indiscernible) stay.

THE COURT: Well, then you're asking for some kind of a stay. You're actually asking for the imposition of a stay then because you're asking for a stay of execution on the order essentially. You're saying that relief from stay

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| | 79 | |----|----------------------------------------------------------------| | 1 | would be granted, but you can't do anything about it for a | | 2 | period of time. | | 3 | MR. GOLDMAN: Well, we would have no problem with | | 4 | them immediately commencing proceedings to tee up a hearing | | 5 | for enforcement remedies to be considered. | | 6 | All we're suggesting is that the lift stay with | | 7 | respect to actually considering the remedies would not take | | 8 | effect for a period of 20 or 30 days, and it would only take | | 9 | effect if the boat was not returned. So that would give a | | 10 | small window of opportunity -- | | 11 | THE COURT: Don't you think the boat might be | | 12 | returned in 20 or 30 days? | | 13 | MR. GOLDMAN: Well, you know, we hear such | | 14 | conflicting positions over time that we think that might | | 15 | just do the trick. But if it doesn't, then everything would | | 16 | be teed up for the appropriate court to make whatever remedy | | 17 | it deems appropriate. | | 18 | THE COURT: Well, I think you'd have to talk to | | 19 | Attorney Friedman about what you've just asked, you know, to | | 20 | see -- and I think he alluded to the fact this morning that | | 21 | there were some comments that you had given, but he hasn't | | 22 | had an opportunity to fully review them yet. So we can talk | | 23 | about that. Okay? | | 24 | So what else is the committee looking for? | | 25 | MR. GOLDMAN: In terms of the relief from stay | | | |

motion, that -- that is it. We'd also want a provision making it clear that to the extent that any post-petition filings did accrue, even though our proposed order would stay that, that they would be subordinated to the interests of the unsecured creditors. So that's the other provision that we had proposed in the order that was circulated. One point I'd like to make about the boat, which they say is being contributed under this plan, that too comes with a significant string, that it's called the boat election. THE COURT: I saw something about that, yes. MR. GOLDMAN: Yeah. So under the treatment of unsecured litigation plans, which most of the claims in this case -- THE COURT: Are. MR. GOLDMAN: -- fall under -- THE COURT: Yeah. MR. GOLDMAN: -- the creditors have to make a boat election in order to receive any value from the boat. And that comes -- THE COURT: And I think it also says the boat won't even be transferred until that election is made, right? MR. GOLDMAN: That's the way I read it.

THE COURT: Okay. MR. GOLDMAN: But it also comes with a compelled release of -- THE COURT: Yeah. No. I saw all of that. I read all the definitions. Yeah. MR. GOLDMAN: -- of the plan-funder and what are called the plan-funder related parties -- THE COURT: Yeah. MR. GOLDMAN: -- which is basically all of -- THE COURT: Yeah. MR. GOLDMAN: -- the entities affiliated with Golden Spring. THE COURT: It's everyone. MR. GOLDMAN: Yes, it is. THE COURT: I saw that. Yeah. I did see that. MR. GOLDMAN: So I think really it's a theoric proposal as we view it. THE COURT: Understood. Attorney Claiborn, is there anything else you want to -- Thank you, Attorney Goldman. Is there anything else you wanted to add from the U.S. Trustee's Office's perspective? MS. CLAIBORN: No, Your Honor. THE COURT: Okay. Thank you.

| | 82 | |----|----------------------------------------------------------------| | 1 | Attorney Mayhew, your client had a limited -- and | | 2 | your co-counsel's here too -- okay -- either of you have | | 3 | anything else you'd want to add to the record for -- on the | | 4 | relief from stay issue? | | 5 | MS. CALLARI: Good morning, Your Honor. | | 6 | THE COURT: Good morning. | | 7 | MS. CALLARI: For the record, Carollynn Callari | | 8 | with Callari Partners. My co-counsel, Christine Mayhew, | | 9 | entered an appearance earlier. Apologies for my tardiness. | | 10 | THE COURT: That's okay. Thank you. | | 11 | MS. CALLARI: So, Your Honor, my client is Rui Ma | | 12 | and a couple of other creditors, individual creditors. And | | 13 | we had made a statement last time -- | | 14 | THE COURT: Yes. | | 15 | MS. CALLARI: -- so I'll just reiterate it here, | | 16 | for Your Honor for clarity and the fullness of the record, | | 17 | that I think Attorney Goldman stated our position also | | 18 | accurately. | | 19 | We support the relief from the stay, but we don't | | 20 | think it's automatic. We think that Your Honor has to grant | | 21 | the relief from the stay and that Your Honor has the power | | 22 | and should fashion the relief so that it provides a balance. | | 23 | It provides PAX with the ability to marshal the | | 24 | assets and to compel the debtor to get this boat back and | | 25 | have the consequences if he does not. | | | |

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But on the other hand PAX does not jump ahead of the other creditors, so that any recoveries in monetary that they may receive is subordinated, and that in the event the yacht is brought back, it's for the benefit of the estate. So we had talked to Attorney Friedman last time he had some language, but we would really echo what Attorney Goldman just said for the committee, Your Honor. Thank you. THE COURT: Okay. Thank you. All right. Attorney Baldiga, you said you wanted to talk for a moment about a bond issue, what did you want to tell the Court? MR. BALDIGA: I wanted to be able to confer with our client. THE COURT: Okay. What I'm going to do is I'm going to take a recess until 12 p.m. There are two conference rooms out there. There's the courtroom. Obviously the record will not be on. If you go out into the hallways, you have to remember there's other agencies in this building, so you have to kind of be quiet. I mean, you could do it. There's also a room where there's vending machines. There are no tables and chairs in there, but if you want to break out and talk, or however you want to do it, that's where you have to work. Or you can obviously leave the building and come

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| | 84 | |----|------------------------------------------------------------------| | 1 | back. I mean, that's up to you. | | 2 | Do you need more time than noon? | | 3 | MR. BALDIGA: I don't know. | | 4 | THE COURT: Do you need more time than noon? Do | | 5 | you want me to take a longer recess? | | 6 | MR. BALDIGA: No. Noon. Noon. We'll come back. | | 7 | I think noon is fine. And if it isn't, I'll come back and | | 8 | tell you exactly that. | | 9 | THE COURT: Okay. All right. And then I think | | 10 | Attorney Friedman and the committee and counsel for the | | 11 | creditors, you should talk about what you -- we were talking | | 12 | about early this morning about the order and see if there's | | 13 | some form of agreement. And if there isn't, that's fine. I | | 14 | just want to know. Okay? | | 15 | And so I'm going -- and if you do need more time, | | 16 | you just let us know. | | 17 | MR. BALDIGA: Thank you. | | 18 | THE COURT: Okay? | | 19 | MR. BALDIGA: Thank you very much, Your Honor. | | 20 | THE COURT: All right. So Court -- | | 21 | MR. BALDIGA: And Mr. Kindseth. | | 22 | THE COURT: Oh, I'm sorry. Go ahead, Mr. | | 23 | Kindseth. | | 24 | MR. KINDSETH: Just very briefly. Your Honor, I'm | | 25 | informed that my client would be willing to post a bond to |

the value -- THE COURT: Well, you all go talk about it. MR. KINDSETH: I just wanted to inform the Court and all the parties -- THE COURT: Well, you've got to talk to everybody, not -- MR. KINDSETH: We're going to. THE COURT: You've got to talk to your side and then you've got to talk to the creditors' side. MR. KINDSETH: Yeah. THE COURT: Okay? MR. KINDSETH: We'll post a bond, Your Honor. THE COURT: So you go -- but obviously the amount is the issue, not the posting. MR. KINDSETH: Correct. THE COURT: And so you'll have to see how that goes. MR. KINDSETH: Thank you. THE COURT: But court is in recess until 12 p.m. (Recess from 11:34 a.m. to 12:36 p.m.) THE CLERK: The Honorable Julie Manning presiding. THE COURT: Please be seated. Just one second, Mr. Baldiga. (Pause.) THE COURT: Go ahead. You may proceed.

MR. BALDIGA: Thank you. Again, for the record, William Baldiga, Brown Rudnick, for the debtor. Your Honor, first, thank you for the time. THE COURT: Certainly. MR. BALDIGA: And Mr. Kindseth was right. You know, the purpose of Chapter 11 is to allow parties to talk, which we have done to good use -- put that time to good use. A couple of cleanup things before I get to that. I just want to -- there were a lot of aspersions made on the record about people saying this or that. I just -- I don't want to respond to any of that. I just didn't want the silence on the record to be taken as some sort of indication that we agree with anything that was said. I'd like to move right beyond that, but just wanted to just make it clear that debating all these points at this point does no good today, especially where we're going. So, Your Honor, we've had good conversations, really, first time in the case. We talked about a bond. A bond is very expensive, has a lot of details. The owner of the boat intends and is committed then instead to post cash equal to the cost of the boat, about \$37 million. Obviously it's not here in the courtroom today, but given the holidays, it's committed to do it a week from today. The cash will not be held by any of us.

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We propose Mr. Goldman or Mr. Goldman's firm or whatever other third-party agent they think is appropriate. So getting it out of the hands of our literal party in interest, we've had some discussions that law firms are not very good at holding money. We talked about the possibility of talking to the Court about that. We are also not a fan of that. I'd like to withdraw the withdrawal of the Stretto motion, not argue it today, but it's a possibility that we may be back to you saying that Stretto is willing to provide that service -- obviously it's an independent third party -- and that we might need them after all to do that instead of anything else. So we have talked about it, but we have had no conversations with Stretto. And I don't think anybody who is in the courtroom is in a position to say we are prepared to hold those funds, but we'll find -- we'll find something and we'll come in with an order about holding those funds. It is the most simple type of arrangement. The funds will be held, again, by some third party. And the -- when the boat returns in something similar to the same condition that it's in today, then the funds will be returned. That simple. The boat then will be held by whoever holds the funds or whatever that equivalent is. There's a lot of details about (indiscernible),

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given that, if there's \$37 million in cash sitting around should we all agree that repairs should be done in the most efficient place, and when it will be returned, but frankly at that point there's no equivalent to \$37 million in cash to secure the promise to return the boat. I think it's the first thing that everybody in the case has agreed to, that it's hard to beat that. We think it will be before that, but HK has committed to have that wire be sent to whoever is set up to take that wire no later than a week from today. It could be earlier, but, again, we don't have anybody even to accept the wire today so it can't be done today. And Friday is Good Friday, and Monday in some places is a holiday, but the parties have talked. I'm not sure everybody's in agreement that we would -- with a couple of exceptions -- kick off or push off until a further date set by this court -- not very far away, could be next Wednesday -- the other things that were on the calender -- because I think those dramatically go in one direction or the other depending on -- I mean, if the wire doesn't come in, the Court has given everybody a pretty good sense of where the case is going. If the wire does come in, then I think we have the makings of one of the better cases I've seen in quite some time. I would like to go forward because we've been at

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this almost two months. I'd like our retention to be approved today. I'd like the Verdolino & Lowey retention to be approved today. I think we've satisfied all the objections, but there could be still some. But other than that, I don't know if anybody else wants to go forward with any other motions given that the facts on the ground will have been dramatically different one way or the other a week from today. THE COURT: Okay. I want to hear from everybody. MR. BALDIGA: Of course. THE COURT: And that's -- and that's helpful. MR. BALDIGA: Any questions for me before that? THE COURT: I just -- I don't -- I think I need to understand who's going to hold the money and how, because I don't -- I mean, what happens in Connecticut sometimes, most of the time, is a firm doesn't have a separate account for monies that come in like this. And so I heard you say possibly Attorney Goldman -- MR. BALDIGA: Well, the committee's designee is our suggestion. THE COURT: Well, we -- but what I'm -- it's got to be -- it's got to be in a separate and distinct account with nobody able to do anything with regard to any money in that account without court order or face contempt from this court.

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And I don't know that putting it in a law firm's account is the right thing to do, because, from what I have seen over the years, it's not necessarily easy for the -- a firm to open up a separate and distinct account for this purpose, that it would be a sub account on an IOLTA account or some cash management or whatever the firm has. And I don't want it tied to any other thing. It can be -- it has to be separate and distinct. And so I don't know, Attorney Goldman, if your firm can do that. I'm not sure I'm inclined to allow that. I don't think the creditors committee should be holding \$37 million. I just don't see it. I think it's got to be an independent third party that holds the funds if everyone's in agreement on that. I mean, with regard to the funds. I don't want anybody that has a stake in this case holding that money. MR. GOLDMAN: Yeah. MR. BALDIGA: We all agree. MR. GOLDMAN: Yes. THE COURT: Okay. MR. GOLDMAN: Your Honor, we have the same reservations. We were actually wondering if the Court would have a facility, it would be in the nature of an interpleader really. THE COURT: It could be. I'd have to talk to the

clerk. So I have to talk to the clerk. I don't -- I agree with you it could be, but I would doubt that the bankruptcy court has ever held \$37 million in Connecticut in a separate account. That doesn't mean it couldn't happen, but I'm not -- I'd have to have a conversation with the clerk of the court about that. We can figure that out. And I'll wait to hear from everybody if everybody's in agreement. All I'm saying is no stakeholder in this case is going to hold the money. And it's not because of any of you. We've just -- unfortunately, we've had cases where those funds have been embezzled. I can't even begin to spend any time on that. MR. BALDIGA: No. We're all looking for -- we all, everybody in the courtroom, this is the one thing we all agree on. THE COURT: Good. MR. BALDIGA: We have a common solution. We want this to be the most boring, routine thing. It could be a bank. It could be something else. THE COURT: Yeah. So we'll figure that out. MR. BALDIGA: Yeah. THE COURT: And what my suggestion is is you -- tomorrow is Thursday, we have Chapter 13 calendar here tomorrow, but it should be done by 1 p.m., maybe 2 at the

| 1 | latest. | |----|----------------------------------------------------------------| | 2 | We can have a conference that we don't necessarily | | 3 | have to all physically be here if this is the only issue -- | | 4 | and we'll see how things go -- to resolve -- but I have to | | 5 | talk to the clerk of court about it, and he's going to have | | 6 | to talk to somebody too. I mean, he's not going to have the | | 7 | authority to do that without talking to somebody up the | | 8 | flagpole as they say. | | 9 | MR. BALDIGA: Sure. | | 10 | THE COURT: Okay. So we'll see. | | 11 | Attorney Friedman, did you want to say something? | | 12 | MR. FRIEDMAN: So, Your Honor, a couple of things. | | 13 | The first is -- | | 14 | THE COURT: Can you just speak -- | | 15 | MR. FRIEDMAN: Yeah. Sorry. If we -- | | 16 | THE COURT: -- a little bit more into that | | 17 | microphone. Sorry. | | 18 | MR. FRIEDMAN: If we do have a hearing tomorrow or | | 19 | a conference, I have a hearing before Judge Beckerman, an | | 20 | STM bankruptcy. | | 21 | THE COURT: What time? | | 22 | MR. FRIEDMAN: It's at like 10, and it's -- it's a | | 23 | long, long, multi-party motion to amend a pleading. | | | | | 24 | THE COURT: Well, we could have it late -- |

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THE COURT: -- in the day or we -- Friday -- in Connecticut, I don't know if it's true anymore, but Good Friday used to be a legal holiday. We're not -- we are open. I mean, I could have a conference on Friday morning, but I don't know if everybody else is open -- MR. FRIEDMAN: I have to be back by -- THE COURT: -- because they may take that as a holiday. MR. FRIEDMAN: Sorry, Your Honor. I have to be back in Washington by sundown for Seder. THE COURT: Okay. MR. FRIEDMAN: So that would be a little bit of a burden for me unfortunately. THE COURT: All right. Well, let's just see what we can figure out this afternoon and we'll go from there. I just don't -- I don't know the answer to the question about where the money can be held. MR. FRIEDMAN: Your Honor, obviously the 37 million is positive. You know, a little confusing. A couple of hours ago we were told HKI had no other assets, but I'm not going to look that gift horse in the mouth today. I think there are details to be addressed. In the meantime, we are going to continue to work with committee counsel, Attorney -- and their counsel, because we do want to submit our proposed order. Because if

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the money isn't there, we believe -- THE COURT: I understand. MR. FRIEDMAN: -- we believe we're entitled to stay relief. And I feel pretty good we're going to be able to work things out. We had productive -- we had productive discussions. You know, as to the rest of the matters on for today, you know, we do object to V&L, and we think that should be heard. I think we have an issue with respect to Brown Rudnick's retention. It's not my motion with respect to the DIP. We do have, you know, significant concerns with the order as amended. And, you know, with respect to the examiner or trustee, we certainly don't want an examiner appointed today. We believe there's cause for a trustee. And there's also a status conference with respect to our dismissal motion. I will say, Your Honor, we are prepared to work with other parties to not have a hearing heard the first week of May to let people adequately prepare. It's a serious motion, right? THE COURT: On your dismissal motion? MR. FRIEDMAN: Yes. THE COURT: So you're consenting -- you'd consent

| | 95 | |----|--------------------------------------------------------------| | 1 | to a specific period of time -- | | 2 | MR. FRIEDMAN: We would, Your Honor. | | 3 | THE COURT: -- under Rule -- under 1112(b)(3)? | | 4 | MR. FRIEDMAN: It's a serious motion. | | 5 | THE COURT: I understand. And I would have to | | 6 | have -- I was going to ask you that question anyway. | | 7 | MR. FRIEDMAN: Yeah. | | 8 | THE COURT: Will you consent to the time -- and we | | 9 | can talk about it more, but the statute says that it has to | | 10 | be within 30 days and then decided within 15 days unless the | | 11 | movant consents to a specific period of time. | | 12 | MR. FRIEDMAN: We are -- we are reasonable people | | 13 | who want to have this briefed appropriately, discovery as | | 14 | appropriate, and to give people a fair chance to resolve | | 15 | what is a really important issue. | | 16 | We're not -- we don't want to postpone it forever, | | 17 | but we are willing to sit down with committee counsel, the | | 18 | U.S. Trustee, anybody who might oppose the motion, and try | | 19 | to work out a consensual schedule that is not the first week | | 20 | of May. | | 21 | THE COURT: Okay. | | 22 | MR. FRIEDMAN: That's sort of what I wanted to | | 23 | express in connection with our status conference, that we | | 24 | are willing to try to work something out and come up with an | | 25 | agreed-to order. I don't have -- you know, I don't have a | | | |

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| | 96 | |----|--------------------------------------------------------------| | 1 | yard to give, but I do have, you know, a foot. | | 2 | THE COURT: Okay. All right. Thank you. | | 3 | So with regard to -- | | 4 | All right. Go ahead, Attorney Claiborn. | | 5 | MS. CLAIBORN: Your Honor, the U.S. Trustee would | | 6 | like to prosecute his motion for the appointment of an | | 7 | examiner today. | | 8 | THE COURT: Today? | | 9 | MS. CLAIBORN: Yes. | | 10 | THE COURT: Okay. Well, that's not going to | | 11 | happen I'm sorry to say, because I'm not going to address | | 12 | that issue out -- and not -- I'm going to address that issue | | 13 | along with the dismissal issue because that's what dismissal | | 14 | under 1112 contemplates. | | 15 | It contemplates that a case will be converted to | | 16 | Chapter 7 or dismissed, whatever is in the best interest of | | 17 | the creditors, unless the Court decides to appointment a | | 18 | trustee or examiner under 1104(a). | | 19 | So those two, in my opinion -- and I'm sorry that | | 20 | you disagree and that's fine, but those two are tied | | 21 | together in my opinion. I'm not going to rule on | | 22 | appointment of a trustee or examiner when there's a pending | | 23 | motion to dismiss filed. | | 24 | MS. CLAIBORN: Your Honor, if I may be heard | | 25 | briefly on that issue. |

| 567 | |-----| |-----|

| | 97 | |----|----------------------------------------------------------------| | 1 | THE COURT: Sure. Just can you talk a little bit | | 2 | more into the -- thank you. | | 3 | MS. CLAIBORN: I think we need better microphones. | | 4 | THE COURT: You know, that's probably true. | | 5 | MS. CLAIBORN: Because I'm not a quiet person. | | 6 | The U.S. Trustee thinks it's important that we get | | 7 | some clarity on this case. And for all of the reasons that | | 8 | you've heard in connection with the last hearing and then | | 9 | further today, there are a lot of questions and there are a | | 10 | lot of need for a lot of answers. | | 11 | With respect, for example, to the comments that | | 12 | were made today earlier by Attorney Baldiga about the | | 13 | debtor's testimony at his 341 meeting and how he did not | | 14 | take the Fifth, that's accurate, but I have to tell you that | | 15 | the number of times that the answer was I don't know or I | | 16 | don't recall was probably in excess of 90 percent of the | | 17 | time. So functionally we're not -- | | 18 | THE COURT: Well, I'd need to see that transcript, | | 19 | right? That should be put into the record. | | 20 | MS. CLAIBORN: It's been ordered, Your Honor. | | 21 | THE COURT: Okay. | | 22 | MS. CLAIBORN: So functionally we're not in a | | 23 | better place in terms of the knowledge that we need in this | | 24 | case. And it's important that this case have an independent | | 25 | party who comes in and takes a look at everything. That |

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process needs to happen right away.

And should the Court embrace the idea of appointing one as soon as the U.S. Trustee can submit their candidate, then that person get on the road to figuring out the many questions and really working towards information that everyone would benefit from, and information that everyone could use for analysis on the eventual hearing that gets set on the trustee motion or the dismissal motion.

And that, at this point in time, to do nothing allows the debtor to remain in a place where he has not explained -- and we don't know, and we won't know -- so it's important to this whole process.

And the debtor consents to the appointment of an examiner. We have some concerns we have to work out with the debtor about the form of an order, but the debtor is on board with an examiner. And we think it's important that we start that process of uncovering and understanding and to start it right now.

THE COURT: Okay. Thank you.

Attorney Friedman, you oppose the appointment of an examiner, correct?

MR. FRIEDMAN: Yes, Your Honor. I just rest on the reasons in our papers. I think that an examiner -- once it gets underway, I think, you know, it may incur expenses that are unnecessary. We think that the Court should

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| 1 | consider all three remedies together. | |----|--------------------------------------------------------------| | 2 | And, you know, we do think that in the context of | | 3 | the motion for the dismissal, which sounds like it will be | | 4 | essentially co-located with the trustee motion, parties like | | 5 | the committee, or, you know, can serve discovery and in | | 6 | effect begin the investigation, which I agree with with Ms. | | 7 | Claiborn that it does need to happen. | | 8 | But for the reasons we set forth in our papers, we | | 9 | think appointing an examiner today doesn't make sense. | | 10 | THE COURT: Okay. Thank you. | | 11 | Attorney Goldman? | | 12 | MR. GOLDMAN: Yes, Your Honor. For the committee, | | 13 | we agree with Your Honor's assessment of when the motion | | 14 | should be considered. We're also in agreement with PAX on | | 15 | the examiner request. | | 16 | The committee is very poised to undertake an | | 17 | investigation beyond even the scope than an examiner would | | 18 | be expected to conduct. So that relief, we view, would be | | 19 | duplicative and unnecessary, you know, an unnecessary set of | | 20 | professionals in an unnecessary administrative expense. | | 21 | And we would address the trustee motion when it | | 22 | came before Your Honor. That's the committee's position. | | 23 | THE COURT: Okay. Thank you. | | 24 | MS. CLAIBORN: Sorry, Your Honor. If I may make | | 25 | one final point I neglected to make earlier? | | | |

| 1 | THE COURT: Sure. | |----|--------------------------------------------------------------| | 2 | MS. CLAIBORN: Which is that Section 1104(c) uses | | 3 | the word shall as to the Court's obligation with respect to | | 4 | the appointment of an examiner, and the U.S. Trustee has met | | 5 | the subsection (2) which speaks to the amount of the debt. | | 6 | And there has been no dispute from any party in their | | 7 | pleadings or out loud that we have not met the standard. | | 8 | We also think that the appointment of an examiner | | 9 | is appropriate under subsection (1), that speaks to the best | | 10 | interests of the estate and the creditors. | | 11 | THE COURT: Okay. Thank you. | | 12 | Attorney Baldiga? | | 13 | MR. BALDIGA: I agree with Ms. Claiborn. | | 14 | THE COURT: Okay. | | 15 | MS. BIRNBAUM: We've thought from the outset that | | 16 | an examiner should be appointed. | | 17 | I'm distressed to hear, again, aspersions put on | | 18 | in a day and a half of testimony, but I guess if you ask | | 19 | certain questions you're going to get an I don't know, the | | 20 | debtor doesn't know. | | 21 | But it seems like we're never going to get beyond | | 22 | this distrust issue without an independent party. | | 23 | And we haven't conditioned -- the DIP lender | | 24 | hasn't conditioned the DIP, which we will go forward on at | | 25 | another time, on the appointment or the -- let me put it |

more positively -- if an examiner is appointed, the estate's going to pay for it and on monies that is fully subordinate to the payment of all other creditors. We've got to get beyond this mistrust. And if the examination is done by any other -- by anybody else with a monied interest in the estate, it's just

someone's not going to be satisfied. And the Court has the ability to instruct the appointment of someone who has no other stake in the case.

And I disagree terribly with the -- with the -- whether the quality of the exam that has been taken for hours and hours and hours, but we've got to get beyond it. And only and examiner gets us there. Because a trustee obviously has a huge stake. And a trustee then comes with no funding as opposed to \$8 million.

And I do agree, a statute is a statute is a statute. And I -- we've never contested that. And I don't -- I haven't seen anybody else contest it. I think it's required.

THE COURT: Where does it say it's required? MR. BALDIGA: Just the section that Ms. Claiborn was citing where it shall be appointed under subsection (1). THE COURT: It says -- it doesn't say I must appoint an examiner. Where does it say that? MS. CLAIBORN: Subsection 1104(c).

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THE COURT: If the Court does not order the appointment of a trustee, that's what the whole section starts out with. MS. CLAIBORN: That speaks, Your Honor, to the idea that you can't have a trustee at the same time you have an examiner. THE COURT: Yeah. But I might order the appointment of a trustee. MS. CLAIBORN: That may be the case that happens when we get to that place. What we're saying -- THE COURT: And I -- and I read 1112(b), the dismissal motion has -- takes precedence. Congress decided that when they made the changes in 2004-'05. There's time frame associated with when a hearing on a motion for the appointment of a trustee or examiner must be held. There's no qualification that the judge has to hold a hearing within a certain amount of time and then decide within a certain amount of time. And the section about dismissal that Congress added in 2005 specifically says -- I think I already read it, but -- it says except as -- in paragraph 2, on request of a party in interest, who PAX is, after notice and a hearing, the Court shall convert a case under this chapter to a case under 7 or dismiss a case under this chapter, whichever is in the best interests of creditors and the

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estate, for cause unless the Court determines that the appointment of a -- under Section 1104(a) -- of a trustee or examiner is in the best interest. I'm not vowing to do anything with regard to the trustee and examiner. I need to consider it in the context of a motion to dismiss under 1112(b)(1), which is what I'm doing. And so, therefore, the matters will be heard together and I'll make a decision. I might deny everything, but I might not. I don't know. I have to see what you all say. And I'm -- there's nothing that I read in the code that says I'm compelled to -- if that was true, then there would be an examiner in every Chapter 11 case. MS. CLAIBORN: Your Honor, the examiner option comes into play when a party who's appropriate asks for it and you meet the criteria. THE COURT: I under -- but it doesn't say I must do that. And by the way, you're ignoring 1112(b)(1) where it says unless the Court determines that a trustee or examiner is in the best interest. MS. CLAIBORN: Your Honor, 11 -- THE COURT: I haven't made that determination yet. MS. CLAIBORN: -- 1112 gives the Court a variety of options to handle a variety of situations, and one of these --

THE COURT: No. It doesn't actually give me an option. It says shall -- I shall dismiss or convert. MS. CLAIBORN: No. It makes the Court take action, but it gives the Court options as to which actions to take. But we're not here under 1112 today. We're here under 1104, and that independently provides for the opportunity -- THE COURT: Okay. MS. CLAIBORN: -- to ask the Court to appointment an examiner if you meet the threshold, which the U.S. Trustee has. THE COURT: I don't agree with your assessment of the statute. I didn't say you haven't met a threshold. I haven't reviewed it to determine whether you have or not, but I'm not going to determine that today. I'm going to determine that along with the motion to dismiss. MS. CLAIBORN: Thank you. THE COURT: So, Mr. Baldiga, I don't understand your withdrawal of your withdrawal, because Stretto's not holding the money. MR. BALDIGA: Okay. Then -- THE COURT: So I just want that to be very clear. MR. BALDIGA: Then a trial stands. THE COURT: They're not in the business of holding

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 530 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 105 | | 1 | \$37 million. That's not their business. | | 2 | MR. BALDIGA: Then I withdraw the withdrawal of | | 3 | the withdrawal. | | 4 | THE COURT: Okay. Okay. Thank you. Thank you. | | 5 | All right. Let's get back to where we are. | | 6 | MR. BALDIGA: I think we left it as to a possible | | 7 | telephonic conference Friday morning. | | 8 | THE COURT: Well, I think that Mr. Friedman has a | | 9 | problem with tomorrow though is the problem. | | 10 | MR. BALDIGA: Oh, Friday morning telephone? | | 11 | THE COURT: So what we have to do is we have to | | 12 | figure out what your agreement is on the record and then set | | 13 | another hearing with regard to other issues. | | 14 | MR. BALDIGA: Yes. Can I -- | | 15 | THE COURT: I need to -- yeah, go ahead. | | 16 | MR. BALDIGA: -- confer with Mr. Friedman for one | | 17 | second. | | 18 | THE COURT: Go ahead. Take your time. | | 19 | (Pause.) | | 20 | MR. BALDIGA: Mr. Friedman suggested, and it's | | 21 | fine with us, Monday, whether it's in person or by | | 22 | telephone, on the procedural aspects -- | | 23 | THE COURT: Okay. | | 24 | MR. BALDIGA: -- which will give us all some time | | 25 | to talk to -- |

THE COURT: Okay. Let me -- let me take a look. MR. BALDIGA: -- banks and so forth. (Pause.) THE COURT: Monday, April 18, that's what we're all looking at, correct? MR. BALDIGA: Yes, Your Honor. THE COURT: Okay. And that hearing will be to determine -- let's just step back. When's the wire going to -- transfer supposed to be received? MR. BALDIGA: No later than a week from today. THE COURT: So we need to figure out who's going to receive it -- MR. BALDIGA: And that's what the -- THE COURT: -- and that's what we're going to figure out on Monday? MR. BALDIGA: -- 18th would be devoted to to have the parties report to the Court, I suggest, as to any agreement they have as to the holder of the escrow, as it were. THE COURT: Okay. MR. BALDIGA: And if not, if there is no agreement, for the Court to make a ruling, I guess, as to how we accomplish this. THE COURT: Okay. What I'm going to do -- that's Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 531 of

| | 107 | |----|----------------------------------------------------------------| | 1 | fine. What I'm going to do -- | | 2 | Go ahead, Mr. Friedman. | | 3 | MR. FRIEDMAN: So the Court may not know, I live | | 4 | in Washington. Is it possible to do it via Zoom or is that | | 5 | not acceptable? | | 6 | THE COURT: It's possible if that's all we're | | 7 | talking about. If we're going to get into any of these | | 8 | other matters, I've got to have you here because it's too | | 9 | much, you know. In this case anyway there's -- but that's I | | 10 | think -- I think that's what we should do on the 18th. | | 11 | So let's just step back for a second. | | 12 | MR. BALDIGA: Good. | | 13 | THE COURT: I'm going to talk to the clerk of | | 14 | court too and figure out what, if anything, the Court can | | 15 | do. And then he may reach out to you. I mean, I don't | | 16 | know. I guess he'd have to reach out to the debtor's | | 17 | counsel, to counsel for PAX, the United States Trustee's | | 18 | Office, counsel for the committee, counsel for the other | | 19 | creditors that have filed an appearance, and counsel for the | | 20 | -- I mean -- | | 21 | MR. BALDIGA: HK is posting the money, so they're | | 22 | -- they care. | | 23 | THE COURT: Okay. They're posting the money. | | 24 | Okay. | | 25 | Everybody. Everybody that's here today will | | | |

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| | 108 | |----|-----------------------------------------------------------------| | 1 | somehow know what, if anything, the Court can do, hopefully | | 2 | before Monday. Okay? | | 3 | MR. BALDIGA: Yes. | | 4 | THE COURT: Because if it's a solution -- if you | | 5 | all -- if for some reason we can hold the money, which -- | | 6 | and there's a solution that works, then maybe we don't -- | | 7 | and you all agree, then it's a five-second, everybody says, | | 8 | okay, fine, the wire transfer has to come by Wednesday the | | 9 | 20th. | | 10 | At what time? I mean, we need to set a time. | | 11 | MR. BALDIGA: Close of business. Close of | | 12 | business? | | 13 | THE COURT: 5:00 p.m.? | | 14 | MR. BALDIGA: Sure. | | 15 | THE COURT: Okay. 5:00 p.m. on April 20. | | 16 | So then the issue becomes when do we continue all | | 17 | these hearings and talk about things? Because we still | | 18 | haven't -- there's a lot of logistical issues here still | | 19 | that we haven't addressed yet today. I know you want to | | 20 | have your applications granted. They have opposition. You | | 21 | know, I think we need to figure that out. Okay? | | 22 | MR. BALDIGA: Thank you. | | 23 | THE COURT: I don't know that I want to get into | | 24 | right now having an extensive hearing on these applications | | 25 | if the money doesn't come, because the money's either going |

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| | 109 | |----|----------------------------------------------------------------| | 1 | to come -- if there isn't the money, then we're not -- I | | 2 | think we're -- Mr. Friedman's argument is then you rule on | | 3 | the relief from stay and then we set the hearing on the | | 4 | motion to dismiss, right? | | 5 | MR. FRIEDMAN: But that goes to retention. The | | 6 | debtor probably needs counsel -- | | 7 | THE COURT: No. I understand. | | 8 | MR. FRIEDMAN: -- to argue those. | | 9 | THE COURT: I do understand, but they have | | 10 | opposition -- there's a whole bunch of opposition -- | | 11 | MR. FRIEDMAN: But they're almost all mooted. | | 12 | THE COURT: -- about hourly rates, about -- first | | 13 | of all, I can -- I can say one thing that's clear, I'm not | | 14 | granting the ordinary course of business motion. That's | | 15 | denied. That will not happen. This case does not support | | 16 | it. And unless and until you can show me that it does, it's | | 17 | denied. It's denied without prejudice. | | 18 | If you can show me there's going to be an income | | 19 | stream and everybody has an agreement and we're going to | | 20 | move toward confirmation, fine, but right now, no. There's | | 21 | not going to be an ordinary course order in this case. The | | 22 | case does not support it in any way, shape or form at this | | 23 | point in time. | | 24 | MR. FRIEDMAN: Okay. | | 25 | THE COURT: So if we go back to the calendar, of | | | |

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today's calendar, and we look at what's on today's calendar, then the motion for an entry of an order authorizing employment and payment of professionals in the ordinary course, 119, is denied without prejudice for the reasons stated on the record. However, you'd have to file a motion to show me why I should consider that. And I'd have to see progress in this case that doesn't exist as of this point. So that is going to be denied without prejudice to renewal for the reasons stated on the record, but it's got to be upon a showing of good cause, otherwise I'm not going to do it. So that's -- we can handle that right now. This is not an operating entity that has an income stream on any regular basis that can support any kind of payments of ordinary course professionals. And I don't even know -- so I'm not -- that's where we are on that motion. That's denied. With regard to the case management conference that we had, we will note on the record that the management conference was held and no further case management conferences will be scheduled at this time. The Court can schedule one any time the Court feels it's appropriate, and you can always ask for one, under -- a status conference under 105(d), so no further conferences, management conferences, will be scheduled at

this time. Then the motion for relief from stay. We're going to obviously continue that for a very short period of time, because we're going to see whether the money comes in. So I think we're going to have a hearing on that next Thursday, the 21st. Okay? We're going to continue that -- is everybody available on Thursday, the 21st? MR. FRIEDMAN: Your Honor, I'm -- THE COURT: Or do you want a longer period of time, Attorney Friedman? It's your motion. MR. FRIEDMAN: It is my motion. I'm just -- I have to attend a memorial service on the 21st. THE COURT: Okay. Well, if you have to attend a memorial service, that doesn't work. MR. FRIEDMAN: I can't. THE COURT: We can't do it on the 20th because we don't know if the money's coming in the 20th. They have until 5 p.m. for the wire. So then the other issue would be the 22nd. Now, let me make sure that -- that's a Friday. MR. BALDIGA: I can't do it that day, Your Honor. I'm sorry. THE COURT: Okay. So then let's -- MR. BALDIGA: Any day the next week I can. THE COURT: It's possible. Let's take a look.

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Give me a moment to look. Okay? MR. BALDIGA: Of course. (Pause.) THE COURT: There are some things scheduled, but I have to see whether or not they could be moved. Well, here's what we can do the following week. The 27th we have something scheduled at noon. It's a Wednesday. We could start in the morning of the 27th, and you all have to leave the courtroom for the noon -- well, you don't have to leave the courtroom, but I'm going to take the noon matter -- and then we can go that afternoon as well. Or we can do it on the 28th, which is a Thursday, but I have to leave probably by 4 p.m., so we'd have to -- we'd have to stop whatever hearing we're having by 4 p.m. So if you want to talk about that, that's the best I can do for next, the following week. (Pause.) MR. BALDIGA: So the 27th sounds like for us would be the best. THE COURT: Okay. So you want to start at 10 a.m., or do you want to start earlier than that, knowing that you're going to have to be out of -- I'm going to have to take this other matter at noon. And I don't know how long that's going to last. I don't think it would be more

Fiore Reporting and Transcription Service, Inc.

than an hour, but it could be an hour.

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 538 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 113 | | 1 | MR. BALDIGA: We'll start at whatever time pleases | | 2 | the Court. | | 3 | THE COURT: Well, why don't we start at 9:30 then. | | 4 | MR. BALDIGA: Very good. | | 5 | THE COURT: And then we will -- | | 6 | So let's look at the calendar again, today's | | 7 | calendar. So the motion for relief from stay by PAX, ECF | | 8 | 57, is being continued to April 27 at 9:30 a.m. | | 9 | The application for the entry of an order | | 10 | authorizing the employment of Brown Rudnick is being | | 11 | continued to April 27 at 9:30 a.m. And I suggest the | | 12 | parties continue to talk about that. They're going to have | | 13 | counsel. Okay? They're going to be able to retain counsel. | | 14 | The issues that I see that everyone has, which, you know, | | 15 | have been pointed out, are the hourly rates and the issues | | 16 | of the funds belonging to the debtor. So I think you need | | 17 | to talk about that. I understand -- | | 18 | MR. BALDIGA: We've talked about it. | | 19 | THE COURT: -- you're going to get retained. | | 20 | They're entitled to counsel. Unless someone can show | | 21 | me that you have some conflict of interest -- | | 22 | MR. BALDIGA: There's non alleged. | | 23 | THE COURT: Right. I agree with you. That's what | | 24 | I said. Unless someone can show me that, you're going to be | | 25 | retained. But if you really want me to set your hourly rate |

| | Case 22-50073 | Doc 328-1 | Filed 05/04/22 567 | Entered 05/04/22 20:28:55 | Page 539 of | |----|---------------|-----------------------|-----------------------|-------------------------------------------------------------|-----------------| | | | | | | 114 | | 1 | -- | | | | | | 2 | | | MR. BALDIGA: | I'll accept that, Your Honor. | | | 3 | | | THE COURT: Yeah. | If you really want me to set | | | 4 | | | | your hourly -- I mean, I don't want to do that. | | | 5 | | | MR. BALDIGA: No. | | | | 6 | | | THE COURT: | But, you know -- | | | 7 | | | MR. BALDIGA: | I've always -- | | | 8 | | | THE COURT: | -- but that's what people are saying, | | | 9 | right? | | | | | | 10 | | | MR. BALDIGA: | Well, I think the committee did, but | | | 11 | | | | I've always thought the value is determined when a fee | | | 12 | | application is filed. | | But I -- | | | 13 | | | THE COURT: Yeah. | | | | 14 | | | MR. BALDIGA: | But I -- | | | 15 | | | THE COURT: | And you know what? | That may be the | | 16 | | way we handle it. | | | | | 17 | | | MR. BALDIGA: | Okay. | | | 18 | | | THE COURT: | That may be the way we handle it. | It | | 19 | | | | may be that you get approved at all the hourly rates, and | | | 20 | | | | then the determination of whether you're actually awarded | | | 21 | | | | those fees comes up in the fee application context. | | | 22 | | | MR. BALDIGA: | But I'm willing to accept what the | | | 23 | | | | Court has already said, so then I know the rug won't be | | | 24 | | | | slipped out from under us, and we'll continue to talk about | | | 25 | | the other things. | | | |

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THE COURT: No. You're going -- I mean, I think everyone understands the debtor's entitled to retain counsel. There's no question about that. MR. BALDIGA: All right. We appreciate that, Your Honor. THE COURT: It's just an issue of seeing if you can all come to an agreement. And if you can't, that's fine. But I think, you know, the ordinary course issue is denied, so that -- that should be some -- that should give some ability to all of you to talk about the remaining objections you have and see if you have an agreement. And if you don't, then the likelihood is that they will still be retained -- that Brown Rudnick will -- an order will enter allowing the retention of Brown Rudnick at whatever -- you know, maybe I do something with the rates or maybe -- you know, I mean, that's the last thing a judge wants to do, right -- but that says, oh, you can only have one -- you know, whatever, the blended rate is this, whatever. I, you know, don't like to have to do that. So if you can come to an agreement, that would be helpful. If you can't, then I will rule. But you are, Attorney -- your firm is going to be allowed to be retained. MR. BALDIGA: We appreciate that. THE COURT: I mean, there's just no reason why it wouldn't happen. No one has shown anything, any conflict,

any adverse interest that would stop that. MR. BALDIGA: Thank you, Your Honor. THE COURT: Okay. Attorney Claiborn, do you disagree? MS. CLAIBORN: Your Honor, I rise to put a final point on the conflict issue, which is that Brown Rudnick has addressed some of the issues that we raised initially about lack of disclosure, but there is the remaining hanging chad, as it were, with respect to the overall -- I don't know what you're going to -- how you want to call it -- but like the client services portion of retention application which has a bunch of pro forma language in it, some of that pro forma language speaks to conflict waivers. And if one reads it closely it says that the conflicts that may occur in the future are waived. So the U.S. Trustee would be looking -- THE COURT: Well, if there's a conflict that occurs in the future and somebody brings it to my attention and I think it's a conflict, then I don't care if someone waived it, right? MS. CLAIBORN: I thought we could just clean that issue up by, you know -- THE COURT: Well, you talk about that. MS. CLAIBORN: -- removing that. THE COURT: See what you can come up with.

MS. CLAIBORN: That's what I wanted to raise with the Court. THE COURT: Right. MR. GOLDMAN: Your Honor, just for the committee, I just want the Court to lose sight of the fact that we did also raise an issue with the amount of the retainer, which gave us some -- THE COURT: I understand. MR. GOLDMAN: -- sticker shock. THE COURT: I understand. But I'm not sure what the authority is for me to tell them they have to give money back. MR. GOLDMAN: We can address that -- THE COURT: Okay. MR. GOLDMAN: -- at the appropriate time. THE COURT: I mean, I saw your -- MR. GOLDMAN: But their -- THE COURT: I saw you -- I don't remember exactly, but I think you thought that it should be several hundred thousand dollars less than what they have. MR. GOLDMAN: Correct. THE COURT: Okay. Well, think about that and let me know what -- but I don't know what authority I have to make them give back a retainer. I have the authority to not allow them to draw down -- and Mr. Baldiga's application Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 542 of

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| | 118 | |----|---------------------------------------------------------------| | 1 | says he's not going to draw one penny out of that -- | | 2 | MR. GOLDMAN: Yeah. | | 3 | THE COURT: -- until and unless -- I mean, he drew | | 4 | down prepetition, which he could. You can all fight about | | 5 | whether or not the money he drew down was too much and how | | 6 | it was \$50,000 in a 24-hour period and all of that. I get | | 7 | all that. | | 8 | But Mr. Baldiga knows he can't draw down one penny | | 9 | of that retainer unless and until there's a court order that | | 10 | allows him to do that. And he stated that clearly in his | | 11 | application. | | 12 | MR. GOLDMAN: There's no question, Your Honor. We | | 13 | think we can show Your Honor has -- | | 14 | THE COURT: Okay. | | 15 | MR. GOLDMAN: -- the authority to award -- | | 16 | THE COURT: Attorney Friedman? | | 17 | I'm sorry, Attorney Goldman. | | 18 | MR. GOLDMAN: -- the return of an excessive -- | | 19 | THE COURT: I didn't mean to stop you. | | 20 | MR. GOLDMAN: That the Court -- | | 21 | THE COURT: Were you done with what you were going | | 22 | to say? I'm sorry. | | 23 | MR. GOLDMAN: No. I was just going to say we | | 24 | think we can show authority for the Court to return the | | 25 | excessive portion of a retainer. |

THE COURT: Okay. All right. Thank you. Attorney Friedman? MR. FRIEDMAN: Your Honor, I'm going to actually let you in on a secret, which is I actually really like Mr. Baldiga and Mr. Carty, and particularly Mr. Jonas, who I've worked with many times in the past. I have a great deal of affection for them, so I'm like not excited about having to raise the issue we raised because globally I like it when professionals get paid, but also, you know, these are people who I don't have ill will towards. Our concern is just that the money was transferred by Lamp in violation, we think, of a court order. They put in a footnote that it wasn't. We have a response to that and it will be addressed, but like this is not one I'm happy about having to raise. THE COURT: I understand. MR. FRIEDMAN: I want to make that point clear. THE COURT: Thank you. Counsel? MS. CALLARI: Good morning, Your Honor. Carollynn Callari again for the creditors. Just, again, everybody's reserving rights. We understand we're talking about it next time, but just to clarify there was an issue raised again with the retainer,

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| | 120 | |----|--------------------------------------------------------------| | 1 | not just the amount, but making sure there wasn't a | | 2 | preference, you know, to see that there was 500,000 and | | 3 | 51,000 spent in 24 hours. Was it -- were there fees | | 4 | services rendered before that that creates a potential | | 5 | preference? | | 6 | I don't think that was clear in the papers that | | 7 | absolutely it was after, so that's one potential issue. | | 8 | And we would like disclosure, so maybe between now | | 9 | and the next hearing, there was one million received and | | 10 | maybe Mr. Baldiga can explain as of today how much of that | | 11 | is remaining, Your Honor. I think that may go to | | 12 | (indiscernible). | | 13 | THE COURT: Well, every bit of it should be | | 14 | remaining other than the \$51,000, right? | | 15 | MS. CALLARI: Well, they haven't drawn on it yet, | | 16 | but how much have they accrued against it, Your Honor? | | 17 | Thank you. | | 18 | THE COURT: Oh, I see what you're saying. Okay. | | 19 | I misunderstood you. I'm sorry. Okay. All right. | | 20 | So the application to employ is continued until | | 21 | the 27th at 9:30. | | 22 | The application to retain the financial advisors | | 23 | is continued until April 27th at 9:30. | | 24 | The United States Trustee's motion for an order | | 25 | appointing the examiner, or in the alternative a trustee, is | | | |

continued to 9:30. We're also going to talk about the motion to dismiss that day because we are going to schedule things on that motion to dismiss on the 27th. The DIP motions are continued, which is 117. As I said, 119 is denied without prejudice for a showing in the future if this case can support that. The 186, the motion for order to schedule a status conference, we had the status conference, so we'll note that it was held. And 193 does not need to be carried over because it was just the order granting the status conference. Now, we have a lot of other things we haven't scheduled for hearing yet. Attorney Goldman's application to be employed. The debtor's motion to set a proof of claim bar date. The motion for interim compensation and professional expenses. And the subpoena issue's been resolved I think, right, the motion to extend the time to respond to the subpoena that was filed by Attorney Miltenberger on Golden Spring, that's been resolved, right? MR. BALDIGA: Yes, Your Honor. THE COURT: All right. So 152 doesn't need to be

set for a hearing because that's been resolved by the parties. So my records seem to indicate -- and you're all going to correct me I'm sure if I'm wrong -- that 146, the motion -- the debtor's motion setting bar dates -- excuse me -- setting bar dates for submitting proofs of claim needs to be scheduled. But, Attorney Baldiga, that -- under Rule 2002, I think we have to give 21-days notice of that motion to everybody of a bar date motion. I have to look at it, but I'm pretty sure that's true. So I don't think -- I could set an initial hearing on it, but I don't think I can enter an order. I think I have to give 21-days notice of a bar date. I don't -- I -- the clerk's office or somebody that the Court directs, because otherwise there isn't enough time if someone wants to oppose it. But maybe I'm wrong, so hold on. MR. BALDIGA: I agree with you. I know different courts maybe take different views as to -- we served the motion, so if someone has wanted to file an objection, they've been able to. THE COURT: Yeah. But it hasn't been set for a hearing yet, so hold on. MR. BALDIGA: Right. THE COURT: I think you might be all right

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 548 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 123 | | 1 | actually. Maybe we can schedule that for the 27th. Because | | 2 | it says you have to give 21-days notice by mail of the time | | 3 | that's for filing proofs of claim. We haven't fixed any | | 4 | time yet. | | 5 | MR. BALDIGA: Correct. | | 6 | THE COURT: Okay. Then you're right. | | 7 | So 146, I'm talking to the courtroom deputy now, | | 8 | 146, the motion for setting a bar date, that can be put on | | 9 | the calendar for the 27th as well, okay, at 9:30. | | 10 | The motion -- do you still want to pursue your | | 11 | motion for an order to establish procedures for interim | | 12 | compensation? Because I think I just denied one very | | 13 | similar to that, so I don't know what the difference between | | 14 | those two motion -- | | 15 | MR. BALDIGA: Well, for the ordinary course | | 16 | professionals, that's a whole separate issue. The issue for | | 17 | compensation would be -- | | 18 | THE COURT: You want to be able to file your fee | | 19 | applications less than every 120 days? | | 20 | MR. BALDIGA: Or to be paid provisionally in some | | 21 | lesser amount, and that would apply to the committee as well | | 22 | pending of course -- I mean, every dollar is subject to this | | 23 | court's approval, but it -- the idea of that is usually to | | 24 | put the litigants on more of a level playing field where | | 25 | estate professionals don't go out four or five months and -- |

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THE COURT: Well, I'll set it for a hearing. I'll set it for a hearing -- MR. BALDIGA: Please. THE COURT: -- on April 27th at 9:30, 148. MR. BALDIGA: That would be very appreciated. The only other thing, the Verdolino & Lowey retention, you heard me say before that they've actually been of great assistance. I won't argue it today if the Court doesn't want to, but we need that continued assistance, and they are continuing to do important things for the estate such as setting up the DIP accounts. And I'd like to think that we could get some engagement by the other parties as to that because their work is very important, and we will very much want the debtor to have financial assistance that he otherwise is -- If anybody needs a financial person next to them, it's an individual debtor in a case where this many people are involved in matters involving tens of millions of dollars. And I -- it's a very experienced firm that does Chapter 11 day in and day out and hundreds of cases. And if there is a real reason, like a conflict to keep them out, then I think we'd like to hear it. If not, I'd like to think parties can rally around it.

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 550 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 125 | | 1 | THE COURT: Attorney Friedman? | | 2 | MR. FRIEDMAN: Your Honor, I actually would ask | | 3 | that that hearing be an evidentiary hearing. We will put on | | 4 | evidence that shows that what Verdolino is doing literally | | 5 | from their own mouth says anyone with half a brain could do | | 6 | it. | | 7 | THE COURT: I couldn't hear what you said. I'm | | 8 | sorry. | | 9 | MR. FRIEDMAN: Sorry. We will put on evidence | | 10 | that shows that V&L -- | | 11 | THE COURT: Yeah. | | 12 | MR. FRIEDMAN: -- talk about the services they're | | 13 | providing, it's something that literally anyone with half a | | 14 | brain could do. That was from our deposition. | | 15 | THE COURT: So you're opposing the motion? | | 16 | MR. FRIEDMAN: We are. Somebody with \$3850 we | | 17 | don't think needs a financial advisor. And we would like it | | 18 | to be an evidentiary hearing. | | 19 | And we'd like -- we'd like the deposition -- I'm | | 20 | sorry -- we'd like the DIP motion to also be an evidentiary | | 21 | hearing. We intend to cross-examine potentially Mr. Kwok if | | 22 | we need to who is the sole declarant in support of the DIP, | | 23 | and we may want to put on additional evidence. | | 24 | THE COURT: Well, if we're going to have | | 25 | evidentiary hearings on those two motions, the DIP motion |

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| | 126 | |----|----------------------------------------------------------------| | 1 | and the motion for the appointment of a financial advisor, I | | 2 | don't -- I mean, we could start that the afternoon of the | | 3 | 27th. But I don't -- if we get it -- I mean, we could try. | | 4 | We could try to start it on the 27th, but I'm not saying | | 5 | it's going to be concluded, number one. | | 6 | Number two, if you're -- if you're pursuing that | | 7 | avenue, which is fine, then I'm going to require you to file | | 8 | a list of witnesses and exhibits and file the exhibits that | | 9 | you're going to rely on on the docket. Okay? | | 10 | MR. FRIEDMAN: By what date, Your Honor? | | 11 | THE COURT: I'm going to look at the calendar | | 12 | right now. | | 13 | (Pause.) | | 14 | THE COURT: Mr. Baldiga, do you anticipate filing | | 15 | a list of witnesses and exhibits? Because I'm going to make | | 16 | you file them both at the same time. It's not going to be a | | 17 | back and forth thing. | | 18 | MR. BALDIGA: No. It seems like we need to do | | 19 | that, so we will. | | 20 | THE COURT: Okay. I think -- | | 21 | Is anyone else -- is any other party anticipating | | 22 | calling witnesses or introducing exhibits on the DIP | | 23 | financing motion or the motion for the appointment of a | | 24 | financial advisor? | | 25 | MR. GOLDMAN: Your Honor, for the committee, Irve |

Goldman. We don't anticipate doing that now. But to the extent we may reassess that, we would be bound obviously by the deadline. THE COURT: Okay. All right. That's fair. Thank you. MR. FRIEDMAN: Your Honor, we will try to -- I don't know if it's your practice -- we will meet and confer with Brown Rudnick -- THE COURT: It is my practice to see whether or not you can all agree. MR. FRIEDMAN: -- to file a joint hopefully. THE COURT: Yeah. Yeah. That would be helpful. And if -- even if you only agree on certain things, that's helpful too. Okay? MR. FRIEDMAN: Yes, Your Honor. MR. CARTY: Your Honor, Andrew Carty from Brown Rudnick. A point of clarification. On the examiner motion, we had understood that that was going to be continued to the motion to dismiss trial. Is April 27th a status conference on the examiner motion? THE COURT: The motion to dismiss and the examiner motion will be addressed on April 27th to the point of scheduling -- MR. CARTY: Yeah.

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THE COURT: -- and everything that will be associated with those motions. MR. CARTY: Okay. THE COURT: I'm not going to rule on either one of those motions on the 27th. MR. CARTY: Okay. Thank you. THE COURT: Okay. Thank you. With regard to -- I'm sorry, Attorney Claiborn, go ahead. MS. CLAIBORN: Your Honor, I just wanted to inquire about an objection deadline for the monthly compensation motion? THE COURT: For the what? MS. CLAIBORN: For the monthly compensation motion. THE COURT: Well, when we set a hearing on the 27th, that's what the courtroom deputy is going to do, right/ And we have an objection deadline of what? MS. CLAIBORN: Usually it's a week before. THE COURT: A week before or the Friday before? THE CLERK: Usually the week before. Usually the week before. THE COURT: Week before, right? Right. That's what I thought. This is what I -- on any -- on any motions that

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| | 129 | |----|--------------------------------------------------------------| | 1 | are being scheduled today that the courtroom deputy is going | | 2 | to issue notices of hearing on, the objection deadline will | | 3 | be April 20th, a week before. | | 4 | MS. CLAIBORN: Thank you. | | 5 | THE COURT: With regard to the -- | | 6 | Thank you for asking that question. | | 7 | With regard to the DIP motion and the retention of | | 8 | the financial advisor motion, which we can start that | | 9 | evidentiary hearing at some point on the 27th -- who knows, | | 10 | maybe we'll start it in the morning -- we're going to have | | 11 | to take a break at noon, I'm sorry to say. I mean, unless | | 12 | that matter gets resolved, which I don't think it will, | | 13 | we're going to have to take that break and then we can | | 14 | continue. | | 15 | And we can even continue it looks like -- let me | | 16 | triple-check that I'm right on this -- but we might even be | | 17 | able to continue on the 28th. Yes, we could, but I would | | 18 | have to be done by four. | | 19 | What were you going to say, Attorney Goldman? | | 20 | MR. GOLDMAN: I do have a problem on the 28th, | | 21 | Your Honor. That's the day the ABI spring meeting begins. | | 22 | THE COURT: Well, obviously that -- so you're | | 23 | going to be away, is what you're saying? | | 24 | MR. GOLDMAN: Yes. | | 25 | THE COURT: Okay. Well, we'll start on the 27th | | | |

| | 567 | |----|----------------------------------------------------------------| | | 130 | | 1 | and we'll see what happens. Understand that we've got some | | 2 | dates that run out by statute, so you all have to talk about | | 3 | that. | | 4 | MR. FRIEDMAN: Your Honor -- | | 5 | THE COURT: But the list of witnesses and exhibits | | 6 | for the DIP motion and the retention of the financial | | 7 | advisor has to be filed. And everybody, whoever's filing | | 8 | them, has to file them by 5 p.m. on April 22nd. I'm not | | 9 | going to issue and order about this by the way. This is all | | 10 | -- I'm so ordering it on the record. Okay? | | 11 | But I's sorry, Counsel. What were you going to | | 12 | say? | | 13 | MR. FRIEDMAN: Your Honor, for replies on the | | 14 | various motions that are -- | | 15 | THE COURT: We're not having replies. | | 16 | MR. FRIEDMAN: No replies. | | 17 | THE COURT: No replies. | | 18 | MR. FRIEDMAN: Okay. | | 19 | THE COURT: We're going -- we've got to get -- if | | 20 | I allow a reply on the 27th because of what everybody says, | | 21 | maybe that will happen, but we're not doing replies. The | | 22 | motions been filed. The responses are going to need to be | | 23 | filed. Of the matters we're scheduling today, objection | | 24 | gets filed, there's no replies. Okay? | | 25 | MR. FRIEDMAN: Okay, Your Honor. |

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THE COURT: We have a lot of -- I think I know where you all -- I mean, I need to be educated by you all -- don't get me wrong -- but I've a pretty good idea of where we're heading on these issues. We're going to have an evidentiary hearing. We'll see how that all comes out. So if we go back to today's calendar, I just want to make sure that we've addressed everything on today's calendar. And then we're going to schedule the other matters that we just talked about for the same date and time, the 27th at 9:30 a.m. (Pause.) THE COURT: And then, Attorney Goldman, we're going to set for hearing your application to be employed as well for the 27th at 9:30 a.m. MR. GOLDMAN: Okay. That's what I was going to ask. Thank you, Your Honor. THE COURT: So I have to go back and make sure I'm not missing anything, but I think that is where things stand as far as matters that have not been -- that have been filed, but not scheduled for a hearing yet. The only other motion that I'm aware of that hasn't been scheduled for hearing is a motion for relief from stay, but it follows the contested matter of a response date that was filed on behalf of the creditor, Ms. Ma, but

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that's -- the response date for that is the 26th, so we'll see where things stand on the -- if anybody files a response by the 26th, then we'll go from there, because that matter proceeds under our contested matter procedure. So is -- does anyone believe that there's any motion or application that's been filed that hasn't been scheduled for a hearing yet that should be scheduled for a hearing? Okay. MR. BALDIGA: Not the debtor, Your Honor. THE COURT: Okay. Thank you. All right. So then what we're going to do is -- I have to go back -- I'm sorry -- so now I forgot what I said. April 18th is where we're going to talk about the mechanism for the funds, correct? At what time, did I say that? I don't remember. I'm sorry. MR. BALDIGA: I don't think we set a time. THE COURT: We did not set a time? But we want to do that by Zoom because -- that was the request, right? MR. BALDIGA: Yes. MR. FRIEDMAN: Yes, please, Your Honor. THE COURT: Okay. So April 18, why don't we have that conference at noon. And you'll get the information -- The courtroom deputy, what should they do? Do they contact (indiscernible) connect with that information or do we just email it to them?

THE CLERK: I can just email it to them. THE COURT: All right. So the courtroom deputy will email to all of you the Zoom information for the hearing on April 18th at noon, at which we will determine how the funds, the \$37 million in cash, to what -- to whom, and where and how it will be wired and received by 5 p.m. on April 20th. Okay? That's number one. Then number two is all the matters that were on today's calendar that haven't been resolved by the Court on the record are continued to April 27th at 9:30 a.m. And matters that were not on today's calendar, but that were pending, are now scheduled in court, a notice of hearing will follow with regard to those matters, that we'll also schedule those at -- on April 27th at 9:30 a.m. And that there will be an evidentiary hearing on the debtor in possession financing motion and the retention of the financial advisor motion on the 27th if we have time to get it started, and we probably will, and any party that wishes to call a witness or introduce any exhibits in connection with the evidentiary hearings on the DIP financing motion or the appointment of a financial advisor must file that list of witnesses and exhibits on the docket by 5 p.m. on April 22nd. Now, Mr. Baldiga, what I'd like you to do is note on your exhibits Debtor's 1, Debtor's 2, whatever. Put a

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| | 134 | |----|----------------------------------------------------------------| | 1 | label on it. I don't care if it's an actual sticker or just | | 2 | some label that your copy machine -- and I don't mean -- but | | 3 | I know that some copy machines can make labels, however it | | 4 | is, but your exhibits should be Debtor's 1. | | 5 | PAX, your exhibits should be PAX's 1. | | 6 | If the committee has exhibits, it's Committee 1. | | 7 | Okay? I just use numbers. I find that letters | | 8 | are too confusing. Okay. Okay. | | 9 | MR. BALDIGA: We will. Thank you, Your Honor. | | 10 | THE COURT: And then you'll docket those on the | | 11 | docket as part of the list of witnesses and exhibits. | | 12 | And then what we'll do is, when we have the | | 13 | evidentiary hearing, what you'll be able to do, all of you, | | 14 | is we'll be able to pull up the exhibit from the docket and | | 15 | then give you control over the exhibit so you can say I want | | 16 | you to go to page 5 of Exhibit -- of PAX Exhibit 2, you | | 17 | know, and then you can -- you'll be able to control it. | | 18 | Now, you might need me to talk -- have either one | | 19 | of you -- do you all know how to -- you know -- I mean, if | | 20 | I've got -- if that's set up with you for Zoom, have you -- | | 21 | do you know how to do that? It's not that hard. I assure | | 22 | you. But it does need a little -- | | 23 | MR. BALDIGA: If Mr. Friedman did it, then I would | | 24 | like to think I could. | | 25 | THE COURT: -- might need a little practice. | | | |

| | Case 22-50073 Doc 328-1 Filed 05/04/22 Entered 05/04/22 20:28:55 Page 560 of 567 | |----|-------------------------------------------------------------------------------------------------| | | 135 | | 1 | MR. FRIEDMAN: I mean, I didn't do it. So you | | 2 | might be able to one up me. | | 3 | MR. BALDIGA: I see. All right. | | 4 | MR. FRIEDMAN: Your Honor, what we will also do is | | 5 | we will also work to see if we can agree to resolve | | 6 | evidentiary objections. Or if not, perhaps provide you with | | 7 | a chart of objections -- | | 8 | THE COURT: Yeah. | | 9 | MR. FRIEDMAN: -- with each other. | | 10 | THE COURT: Okay. | | 11 | MR. FRIEDMAN: I think we want to run this in the | | 12 | most professional, least burdensome way for you possible, so | | 13 | we will list objections prior. We'll do what we all know | | 14 | how to do to litigate effectively. | | 15 | THE COURT: Yeah. And I will tell you, even if | | 16 | this looks intimidating, it's really not. The thing about | | 17 | it that's nice is you'll have the witness and everybody, | | 18 | including all of the people at the table, me, the courtroom | | 19 | deputy, we'll all be looking at the same document at the | | 20 | same time. Okay? | | 21 | And you can actually -- although Attorney Friedman | | 22 | didn't mean to, you can actually use your finger and circle | | 23 | that thing that you want me to see. Okay? I mean, there's | | 24 | -- so there's a lot of utility as a demonstrative tool, and | | 25 | it also ensures that we're all looking at the same document |

at the same time. MR. BALDIGA: Very good. THE COURT: Including the witness, which of course is the important thing. Okay? MR. BALDIGA: Yes, Your Honor. THE COURT: So if you -- we can actually -- and we've done this in the past -- we can actually set up a time before, you know, on the 26th or 25th or whatever might work for you, to just have the clerk of the court and/or our IT people just show you how easy it is to do it so you don't feel -- or you can have somebody come with you, however you decide to do it, however comfortable you are, but I'm telling you it's not -- it may look intimidating, it's not intimidating and it's very, very helpful. The witnesses seem to enjoy it because they feel like it's right in front of them, they're not turning pages, they're -- you know, we're trying to make it easier. Go ahead, Attorney Goldman. MR. GOLDMAN: How do we sign up for that, Your Honor? THE COURT: We'll reach out to you and tell you. I mean, we did have for a period of time ongoing regular sessions, but -- and that was mostly because of the pandemic and everything being on Zoom, but we'll set up a time for you all. And if everybody can't do it, you'll figure out a

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-- we can do it, it's not a big -- it's not a big issue. If you can only do it at one time and Mr. Baldiga can only do it at another time, we'll figure it all out. Okay? MR. GOLDMAN: Good. THE COURT: It probably wouldn't take you more than 15 minutes to a half an hour to devote to just make sure you're okay with the presentation. But I can -- I can assure you it is not as difficult as you may think. All right. So is there anything else that we should be addressing this afternoon? I think -- I think we've addressed everything. I've explained how I want the exhibits to be marked by all of you. Again, it's much easier to have them premarked obviously for identification. Whether they get admitted or not, we'll see what happens at the hearing. MR. BALDIGA: Good. Nothing here, Your Honor. I think we're making good progress. Thank you very much for today. THE COURT: Good. I'm glad to hear that. Anything, Attorney Friedman? MR. FRIEDMAN: Just thank you for your patience, Your Honor. THE COURT: You're welcome. Attorney, Claiborn? MS. CLAIBORN: No, Your Honor. Thank you.

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| | 138 | |----|----------------------------------------------------------------| | 1 | THE COURT: Attorney Goldman? | | 2 | MR. GOLDMAN: Nothing from me, Your Honor. | | 3 | THE COURT: Attorneys Rosen, Kindseth? | | 4 | UNIDENTIFIED: No, Your Honor. | | 5 | THE COURT: Okay. | | 6 | UNIDENTIFIED: Your Honor, just a clarification | | 7 | for counsel. How does the Court's process work with a court | | 8 | interpreter? | | 9 | THE CLERK: We can't -- I'm not getting that at | | 10 | all, Your Honor. | | 11 | THE COURT: We can't hear you at all. I'm so | | 12 | sorry. | | 13 | UNIDENTIFIED: Can you please repeat that, Mr. | | 14 | Friedman? | | 15 | MR. FRIEDMAN: The question was, if Mr. Kwok | | 16 | testifies, how we deal with it? Does the Court provide an | | 17 | official interpreter? | | 18 | THE COURT: No. The Court does not provide an | | 19 | interpreter. In fact, I've looked into that, not in this | | 20 | case, in other cases. We're not authorized to employ an | | 21 | interpreter because I don't think that the judiciary allows | | 22 | that funding in the bankruptcy court. I will triple-check | | 23 | though on that answer -- on that question. | | 24 | But I did look at this in another case and you | | 25 | also have to have the interpreter qualified obviously, so |

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there has to be some qualification that you'll have to deal with, Attorney Baldiga. You know, you're going to have to deal with that.

I will triple-check. Just like I'm going to triple-check about the funds, I'll triple-check on the interpreter. But I have looked at that before and my memory, which could be wrong, is that the bankruptcy court, different from the district court and the circuit court, does now have the authority to spend funds to do that. I'm virtually certain that's true. And then it would be incumbent upon the party to spend the money.

And Kwok -- so what we'd have to do, if Mr. Kwok is going to testify, we'd have to go through a whole, you know, qualification of the interpreter. Unless you all can agree to that obviously. Maybe that's something you can agree to in advance who the interpreter is and what the qualifications are and all that.

And then, you know, the other thing that you may want to consider, but I don't -- I don't -- you know, this is up to you, this has happened in other cases though, you may want to consider whether you want someone transcribing the testimony and the evidence presentation as well, understanding it's not the official record of the case. The official record of the case is through our

audio system. That's what it is.

Fiore Reporting and Transcription Service, Inc.

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But other parties have asked to have that happen and we've allowed it just because it would be of assistance to that party. Because otherwise you're going to have to wait to get a transcription. Your transcription might not be official, but at least you'll have something to work with until you get a transcription from the reporter that we have to -- once you request a transcript, we have to -- it gets sent out to a third party who then -- who's an official reporter approved by the Court, but they have to then turn that transcript around. So there's a lot of detail in those issues that you may want to think about. MR. BALDIGA: Okay. Thank you, Your Honor. THE COURT: Okay? But I will check on that though. I will triple-check, but I'm almost sure that we do not have the authority to spend those funds for an interpreter. Someone actually asked that in a case where it was a pro se debtor who, you know, did not speak English and unfortunately we could not advance funds to have that person have to have an, you know, have an interpreter. And ultimately that person was able to get somebody to come in and -- I don't know how, but it happened. That's all I

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know. So I don't know if that really helps anybody, but that's really -- that's the status. And I'm looking at the courtroom deputy. I think that's right about the interpreter. Don't you think that's correct? THE CLERK: Yeah. THE COURT: And she knows a lot more than I do, so I think she's -- I think that we're not able to do that, but we'll confirm that with everybody on Monday. And the courtroom deputy will send to everyone that's here in the courtroom today a Zoom link for Monday's hearing at noon. And then we'll set out the notices of hearing on the matters that haven't been scheduled yet, but that will be scheduled for April 27th at 9:30 a.m. And I think that takes care of everything today. Anybody disagree? Okay. All right. So that takes care of all the matters in the Kwok case today, so court is adjourned. ALL COUNSEL: Thank you, Your Honor. (Proceedings adjourned at 1:44 p.m.)

| | 142 | |----|------------------------------------------------------------| | 1 | I, CHRISTINE FIORE, court-approved | | 2 | transcriber and certified electronic reporter and | | 3 | transcriber, certify that the foregoing is a correct | | 4 | transcript from the official electronic sound recording of | | 5 | the proceedings in the above-entitled matter. | | 6 | | | 7 | | | 8 | April 20, 2022 | | 9 | Christine Fiore, CERT-410 | | 10 | Transcriber | | 11 | | | 12 | | | 13 | | | 14 | | | 15 | | | 16 | | | 17 | | | 18 | | | 19 | | | 20 | | | 21 | | | 22 | | | 23 | | | 24 | | | | | | | |