[PROPOSED] STIPULATION AND PROTECTIVE ORDER CONCERNING THE NON-DISCLOSURE OF CERTAIN CONFIDENTIAL INFORMATION

EDWARD M. CHEN, District Judge.

The Receiver, interested party SRA Funds Investor Group and interested parties Global Generation Group LLC and Benchmark Capital LLC (collectively, "the parties"), by and through their respective counsel, hereby stipulate and agree to the entry of a protective order as follows:

1. The Receiver in this matter, Sherwood Partners Inc. ("Sherwood"), has interviewed several investment banking firms ("IB Firms") concerning the various possible methods of valuation and/or liquidation of the SRA Estate's non-public securities assets ("the Assets").

2. On September 28, 2017, the Court ordered the parties to meet and confer on various issues pertaining to the valuation and/or liquidation of the Assets and to reach agreement on the terms of a protective order that would allow the Receiver to exchange confidential information with the other parties, but protect such information from any disclosure to third parties.

3. The parties, through their respective counsel, have met and conferred and agree that sensitive, non-public valuation information arising from the IB Firms' proposals to manage the Assets, should be maintained as confidential, and that the public disclosure of pricing, appraisal or valuation of the Assets could negatively impact the ability of the IB Firm, or any other IB Firm approved by the Court, to fairly negotiate the best price for some or all of the Assets if a sale is ordered by the Court.

Pursuant to the foregoing stipulation, IT IS HEREBY ORDERED THAT:

1. All information that is designated CONFIDENTIAL by the Receiver and provided by the Receiver (either directly or through its counsel) to counsel for the SRA Funds Investor Group and counsel for Global Generation Group LLC and Benchmark Capital LLC ("the Receiving Counsel") shall be maintained as CONFIDENTIAL by Receiving Counsel. This will include the information submitted to the Court ex parte by the Receiver on September 28, 2017.

2. Receiving Counsel may share such CONFIDENTIAL information only with those members or employees of their respective law firms directly involved in the representation associated with this lawsuit.

3. In order to allow Receiving Counsel to advise their respective clients in this matter, Receiving Counsel may also share such CONFIDENTIAL information with a single designated client representative on the following conditions:

a. The designated client representative must be a signatory to the stipulation and order and agree to be bound by its provisions and subject to the jurisdiction of this Court for enforcement purposes; and

b. The designated client representative may not share any CONFIDENTIAL information with any other person or entity, including any entity with which the designated client representative holds an interest or position, without the express prior written consent of the Receiver.

IT IS SO ORDERED.