Order Appointing a Distribution Agent, Tax Administrator, and Authorizing Payment of Administrative Fees and Expenses and Tax Obligations.

MORRISON C. ENGLAND, JR., District Judge.

The Court having reviewed the Motion of the U.S. Securities and Exchange Commission (the "SEC") for an Order: (1) appointing a Distribution Agent to administer a distribution to harmed investors; (2) appointing a Tax Administrator; and (3) authorizing payment of administrative fees and expenses and tax obligations, and for good cause shown,

IT IS HEREBY ORDERED that:

1) The Motion is GRANTED.

2) Krista Freitag, by and through E3 Realty Advisors, Inc. dba E3 Advisors ("Freitag" or "Distribution Agent") is appointed Distribution Agent for the Distribution Fund, to assist in overseeing the administration and the distribution of the Distribution Fund in coordination with the SEC's counsel of record, pursuant to the terms of a distribution plan to be approved by this Court.

3) The Distribution Agent shall coordinate with the Court-appointed tax administrator to ensure that the Fair Fund, a Qualified Settlement Fund ("QSF") under Section 468B(g) of the Internal Revenue Code, and regulated regulations, 26 C.F.R. §§ 1.468B-1 through 5, complies with all related legal and regulatory requirements, including but not limited to, satisfying any reporting or withholding requirements imposed on distribution from the QSF.

4) The Distribution Agent shall be paid reasonable fees and expenses for its services and such fees and expenses.

5) The Commission staff is authorized to approve and arrange payment of all future invoices for the fees and expenses of the Distribution Agent directly from the Distribution Fund without further order of the Court. The Distribution Agent, shall, at such times as the Distribution Agent deems appropriate, submit an invoice to Commission staff for review and approval prior to payment from the Distribution Fund.

6) The Distribution Agent shall complete a final accounting report, in a format to be provided by the Commission staff, when the Distribution Agent's duties are completed. Commission staff shall file the final accounting report with the Court once it has been reviewed by the Commission staff and the Commission staff has determined it has no objections.

7) The Distribution Agent may be removed sua sponte at any time by the Court or upon motion of the Commission and replaced with a successor. In the event the Distribution Agent decides to resign, it will first give written to the Court and to Commission staff of such intention, and the resignation, if permitted, will not be effective until the Court appoints a successor.

8) Miller Kaplan Arase LLP ("Tax Administrator"), a certified public accounting firm, is hereby appointed as Tax Administrator to execute all income tax reporting requirements, including the preparation and filing of tax returns for the Distribution Fund.

9) The Tax Administrator shall be designated the Tax Administrator of the Distribution Fund, pursuant to Section 468B(g) of the Internal Revenue Code, 26 U.S.C. § 468B(g), and related regulations, and shall satisfy the administrative requirements imposed by those regulations, including but not limited to (i) obtaining a taxpayer identification number, (ii) filing applicable federal, state, and local tax returns and paying taxes reported thereon out of the Distribution Fund, and (iii) satisfying any information, reporting, or withholding requirements imposed on distributions from the Distribution Fund, including but not limited to the Foreign Account Tax Compliance Act. Upon request, the Tax Administrator shall provide copies of any filings to the SEC's counsel of record.

10) The Tax Administrator shall be entitled to charge reasonable fees and expenses for tax compliance services in accordance with its agreement with the Commission.

11) The Commission staff is authorized to approve and arrange payment of all future tax obligations and tax administrator fees and expenses owed by the Distribution Fund directly from the Distribution Fund without further order of the court.

12) The Court will retain exclusive jurisdiction over the distribution, including, but not limited to, claims against the Distribution Agent and/or Tax Administrator asserting liability for violation of any duty imposed by the Plan or other Court order.

IT IS SO ORDERED.