STIPULATION TO MODIFY ASSET FREEZE TO DEPOSIT FUNDS IN ACCOUNT AND [PROPOSED] ORDER MODIFYING ASSET FREEZE

LUCY H. KOH, District Judge.

WHEREAS, Plaintiff Securities and Exchange Commission ("Commission") filed its complaint in this action on May 24, 2012 against defendants GLR Capital Management, LLC, GLR Advisors, LLC, Geringer, Luck & Rode LLC, and John A. Geringer, and relief defendant GLR Growth Fund, L.P. The next day, the Commission filed the Consent of the Defendants GLR Capital Management, LLC, GLR Advisors, LLC, John A. Geringer and Relief Defendant to the entry of an Order Granting Preliminary Induction and Ancillary Relief ("Order") (Dkt. 8). The Court entered the Order on June 12, 2012 (Dkt. 15);

WHEREAS the Order, in part, provided a freeze placed on all monies and assets in all accounts at banks holding accounts in the name or for the benefit of the relief defendant GLR Growth Fund, L.P. (the "Fund"), and that all banks holding such accounts shall not permit transactions in such accounts without further order of the Court;

WHEREAS pursuant to the Order, the Fund's bank account ending in 0522 held at Santa Cruz County Bank was frozen;

WHEREAS while the account was frozen, substantially all of the assets of The MediaTile Company ("MediaTile"), a private company in which the Fund had invested, were purchased by a third party on August 3, 2012 for approximately $1 million. After transactional costs, the Fund currently is expected to receive about $800,000 from the transaction. The parties propose depositing the proceeds into the Fund's bank account pending a future resolution of how the funds will be distributed.

Based on the foregoing, the Commission through its counsel of record, and Defendants John A. Geringer, GLR Advisors, LLC, GLR Capital Management, LLC and the Fund hereby enter into a Stipulation for the entry of an order providing that the Court modify the asset freeze as the Fund's account ending in 0522 held at Santa Cruz County Bank, to temporarily lift the freeze for the sole purpose of allowing the deposit of the proceeds from the sale of the assets of MediaTile into that account. After the deposit is complete, the asset freeze is to continue in effect until further order of the Court.

IT IS SO STIPULATED.

ORDER MODIFYING ASSET FREEZE

Good cause appearing, the Court accepts the parties' Stipulation to Modify Asset Freeze. It is hereby ordered that:

IT IS SO ORDERED.