Exhibit B: DeFranceschi Declaration (Richards, Layton & Finger Retention Application) — In re Kabbage, Inc. d/b/a KServicing, Case 22-10951-CTG, Doc. 44-2 (Filed 10/04/22)

Summary

A declaration by Daniel J. DeFranceschi of Richards, Layton & Finger, P.A. (RL&F), filed October 4, 2022 as Doc 44-2 and marked Exhibit B, in support of the debtors’ application to employ RL&F as co-counsel in In re Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), in the U.S. Bankruptcy Court for the District of Delaware. DeFranceschi describes the firm’s chapter 11 experience and the services it would render, from preparing petitions and motions to prosecuting a plan. He lists hourly rates for the principal professionals, including $1,100 per hour for himself, and states that the debtors owe the firm nothing for prepetition services. He reports a $235,428 retainer drawn down before the petition date and describes the firm’s conflict check system. An accounting summary of the retainer deposits closes the filing.

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Date: 2022-10-04

Cite this document

“Exhibit B: DeFranceschi Declaration (Richards, Layton & Finger Retention Application) — In re Kabbage, Inc. d/b/a KServicing, Case 22-10951-CTG, Doc. 44-2 (Filed 10/04/22).” Original at archive.org, dated 2022-10-04. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2022-10-04-kservicing-bankruptcy-b8b2a498-1/, SHA-256 b8b2a4989f0f4ac4934987593e7001e26e591d210e219b8894ce0d7824369786.

Full text

Case 22-10951-CTG Doc 44-2 Filed 10/04/22 Page 1 of 29

Exhibit B

DeFranceschi Declaration

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UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

------------------------------------------------------------ x
In re : Chapter 11
:
KABBAGE, INC. d/b/a KSERVICING, et al., : Case No. 22-10951 (CTG)
:
:
1
Debtors. : (Jointly Administered)
------------------------------------------------------------ x

DECLARATION OF DANIEL J. DEFRANCESCHI
IN SUPPORT OF APPLICATION
OF DEBTORS TO RETAIN AND EMPLOY
RICHARDS, LAYTON & FINGER, P.A. AS CO-COUNSEL TO
THE DEBTORS EFFECTIVE AS OF PETITION DATE

I, Daniel J. DeFranceschi, pursuant to 28 U.S.C. § 1746, hereby declare that the

following is true and correct to the best of my knowledge, information, and belief:

1. I am an attorney admitted to practice in the State of Delaware and before

this Court, and a director of the firm of Richards, Layton & Finger, P.A. (“RL&F”). RL&F is a

Delaware law firm with offices at One Rodney Square, 920 North King Street, Wilmington,

Delaware 19801.

2. I submit this declaration in support of the foregoing application

(the “Application”)2 to provide certain disclosures in accordance with the Bankruptcy Code, the

Bankruptcy Rules, and the Local Rules. Unless otherwise stated in this declaration, I have

personal knowledge of the facts set forth herein. To the extent that any information disclosed

herein requires amendment or modification upon RL&F’s completion of further analysis, or as

1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A);
Kabbage Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding
2019-A LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used
under license; Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and
service address is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.

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additional information becomes available to it, a supplemental affidavit or declaration will be

submitted to the Court.

3. RL&F has extensive experience in the field of debtors’ and creditors’

rights and business reorganizations and liquidations under chapter 11 of the Bankruptcy Code

and expertise, experience, and knowledge practicing before this Court. RL&F’s proximity to the

Court enables RL&F to respond quickly to emergency hearings and other emergency matters

before this Court.

4. RL&F has been actively involved in major chapter 11 cases and has

represented debtors in many cases, including recently: In re GenapSys, Inc., Case No. 22-10621

(BLS) (Bankr. D. Del. Aug. 17, 2022); In re Enjoy Tech., Inc., Case No. 22-10580 (JKS) (Bankr.

D. Del. Aug. 1, 2022); In re Ruby Pipeline, L.L.C., Case No. 22-10278 (CTG) (Bankr. D. Del.

May 24, 2022); In re Alpha Latam Management, LLC, Case No. 21-11109 (JKS) (Bankr. D. Del.

Sept. 15, 2021); In re TECT Aerospace Group Holdings, Inc., Case No. 21-10670 (Bankr. D.

Del. May 5, 2021); In re Mallinckrodt plc, Case No. 20-12522 (JTD) (Bankr. D. Del. Nov. 19,

2020); In re Energy Alloy Holdings, LLC, Case No. 20-12088 (MFW) (Bankr. D. Del. Oct. 9,

2020); In re Shiloh Industries, Inc., Case No. 20-12024 (LSS) (Bankr. D. Del. Aug. 30, 2020); In

re Brooks Brothers Grp., Inc., Case No. 20-11785 (CSS) (Bankr. D. Del. Aug. 19, 2020); In re

Exide Holdings, Inc., Case No. 20-11157 (CSS) (Bankr. D. Del. June 25, 2020); In re The Hertz

Corp., Case No. 20-11218 (MFW) (Bankr. D. Del. June 24, 2020); In re Longview Power, LLC,

Case No. 20-10951 (BLS) (Bankr. D. Del. May 18, 2020); In re Rentpath Holdings, Inc., Case

No. 20-10312 (BLS) (Bankr. D. Del. Mar. 10, 2020).

2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.

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5. On or about September 9, 2022, the Debtors formally engaged RL&F in

connection with their restructuring efforts. In providing prepetition professional services to the

Debtors, RL&F has become familiar with the Debtors and their business, including the Debtors’

financial affairs, debt structure, operations, and related matters. Having provided such

professional services to the Debtors, RL&F has gained familiarity with the Debtors and their

business that will assist it in providing effective and efficient services in these Chapter 11 Cases.

Accordingly, RL&F is both well qualified and uniquely able to represent the Debtors in these

Chapter 11 Cases in an efficient and timely manner.

6. RL&F understands that the Debtors are seeking to employ (i) Weil,

Gotshal & Manges LLP (“Weil”), as general restructuring counsel; (ii) Omni Agent Solutions,

Inc., as claims and notice agent and administrative agent; and (iii) AlixPartners, LLP, as financial

advisor. RL&F also understands that the Debtors intend to monitor carefully these and any other

retained professionals to ensure a clear delineation of their respective duties and roles so as to

prevent duplication of effort. RL&F recognizes that efficient coordination of efforts among the

Debtors’ professionals will greatly add to the effective administration of these Chapter 11 Cases.

Services to be Provided

7. The Debtors require RL&F to render a variety of legal services during the

pendency of these Chapter 11 Cases and to assist the Debtors in addressing the myriad issues that

may arise. Subject to further order of the Court, the Debtors request the employment and

retention of RL&F to render professional services, including, but not limited to:

a. Assisting in pre-bankruptcy preparation and planning;

b. assisting in preparing necessary petitions, motions, applications, answers,
orders, reports, and papers necessary to commence these Chapter 11
Cases;

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c. advising the Debtors of their rights, powers, and duties as debtors and
debtors in possession under chapter 11 of the Bankruptcy Code;

d. taking all necessary actions to protect and preserve the Debtors’ estates,
including the prosecution of actions on the Debtors’ behalf, the defense of
any actions commenced against the Debtors in the Chapter 11 Cases, the
negotiation of disputes in which the Debtors are involved, and the
preparation of objections to claims filed against the Debtors’ estates;

e. assisting with any sale or sales of assets, including preparing any
necessary motions and papers related thereto;

f. assisting in preparing the Debtors’ disclosure statement and any related
motions, pleadings, or others documents necessary to solicit votes on any
plan of reorganization;

g. assisting in preparing the Debtors’ chapter 11 plan;

h. prosecuting on behalf of the Debtors any proposed plan and seeking
approval of all transactions contemplated therein and in any amendments
thereto; and

i. performing all other necessary legal services in connection with the
prosecution of these Chapter 11 Cases.

8. In addition to those services set forth in paragraphs 7(a) through 7(i)

above, RL&F may perform other services assigned by the Debtors, in consultation with Weil.

To the extent RL&F determines that such services, including those services set forth in

paragraph 7(i) above, fall outside of the scope of services historically or generally performed by

RL&F as counsel in a bankruptcy case, RL&F will file a supplemental declaration. RL&F has

and will continue to work closely with the Debtors’ other professionals, including Weil, to

prevent any duplication of efforts in the course of advising the Debtors. RL&F is willing and

able to act in the Debtors’ cases and render the necessary professional services as bankruptcy co-

counsel to the Debtors on the terms described herein, and subject itself to the jurisdiction of the

Court.

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Professional Compensation

9. Subject to approval of this Court and in compliance with the applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, RL&F intends to

apply for compensation for professional services rendered in connection with the Chapter 11

Cases, plus reimbursement of actual, necessary expenses and other charges incurred by RL&F

during the Debtors’ bankruptcy cases.

10. RL&F’s current hourly rates for matters related to these Chapter 11 Cases

are expected to be within the following ranges:

Position Range of Hourly Rates
Directors $850 to $1,300 an hour
Counsel $725 to $750 an hour
Associates $425 to $700 an hour
Paraprofessionals $315 an hour

11. The principal professionals and paraprofessionals designated to represent

the Debtors and their current standard hourly rates are as follows:

a. Daniel J. DeFranceschi $1,100 per hour
b. Amanda R. Steele $875 per hour
c. Zachary I. Shapiro $850 per hour
d. Matthew P. Milana $600 per hour
e. Huiqi Liu $475 per hour
f. M. Lynzy McGee $315 per hour

12. RL&F’s hourly rates are set at a level designed to compensate RL&F

fairly for the work of its attorneys and paralegals and to cover fixed and routine expenses.

Hourly rates vary with the experience and seniority of the individuals assigned. These hourly

rates are subject to periodic adjustments to reflect economic and other conditions (which

adjustments will be reflected in the first RL&F fee application following such adjustments) and

are consistent with the rates charged elsewhere. Other than these potential periodic adjustments,

RL&F does not expect any changes during the pendency of these Chapter 11 Cases.

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Notwithstanding the consistent hourly rates, RL&F as a practice reviews all time charges and

makes adjustments as necessary to correct any inefficiencies that may appear before billing.

13. RL&F has not shared or agreed to share any of its compensation received

from the Debtors with any other persons, except as permitted by section 504 of the Bankruptcy

Code.

14. The Debtors do not owe RL&F any amount for services rendered or

expenses incurred prior to the Petition Date, and thus RL&F is not a prepetition creditor of the

Debtors.

15. In addition, consistent with the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases Effective as of November 1, 2013, I submit the following information:

a. RL&F did not agree to any variations from, or alternatives to, its standard
or customary billing arrangements for this engagement;

b. None of RL&F’s professionals, included in this engagement, have varied
their rate based on geographic location for these Chapter 11 Cases;

c. RL&F has advised the Debtors in connection with their restructuring
efforts and in contemplation of these Chapter 11 Cases since on or about
September 9, 2022. The billing rates, except for RL&F’s standard and
customary periodic rate adjustments as set forth above, and material
financial terms have not changed postpetition from the prepetition
arrangement; and

d. RL&F, in conjunction with the Debtors, is developing a prospective
budget and staffing plan for these Chapter 11 Cases.

16. It is RL&F’s policy to charge its clients in all areas of practice for all other

expenses incurred in connection with the client’s case. The expenses charged to clients include,

among other things, regular mail, and express mail charges, special or hand delivery charges,

document processing charges, printing/photocopying charges, travel expenses, expenses for

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“working meals,” computerized research charges, transcription costs as well as non-ordinary

overhead expenses such as secretarial and other overtime. RL&F will charge the Debtors for

these expenses in a manner and at rates consistent with charges made generally to RL&F’s other

clients or as previously fixed by this Court. RL&F believes that it is reasonable and fair to

charge these expenses to the clients incurring them instead of increasing hourly rates and

spreading these expenses among all clients.

Evergreen Retainer

17. Prior to the Petition Date, RL&F received total payments from the Debtors

in the amount of $235,428 (the “Retainer”) to serve as a retainer and to cover fees and expenses

actually incurred, as well as anticipated to be incurred, prior to, and in connection with, the

Debtors’ restructuring and the commencement of these chapter 11 cases. Prior to the Petition

Date, RL&F drew down the entirety of the Retainer (the “Draw Down Amount”) for fees and

expenses actually incurred and anticipated to be incurred through the Petition Date. Thus, at the

time of filing these Chapter 11 Cases, the Retainer had a zero balance. RL&F intends to

promptly complete a final accounting of all amounts actually incurred as fees and expenses prior

to the Petition Date. To that end, RL&F also intends to complete a true-up against the Draw

Down Amount and credit back to the Retainer the excess amounts, if any, with all such amounts

to be held as an evergreen retainer in the bankruptcy cases as discussed in the Application.

18. An accounting summary of payments made to RL&F during the 90-day

period prior to the Petition Date and the actual and estimated amounts incurred by RL&F is

attached hereto as Exhibit 4.

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RL&F’s Disinterestedness

19. RL&F maintains and systematically updates its conflict check system in

the regular course of its business, and it is the regular practice of RL&F to make and maintain

these records. The conflict system maintained by RL&F is designed to include (i) every active

matter on which RL&F is engaged, (ii) every closed matter on which RL&F has been engaged

since 1990, (iii) the entity by which it is now or has been engaged, (iv) the identity of related

parties, (v) the identity of adverse parties, and (vi) the attorney at RL&F who is knowledgeable

about the matter. It is the policy of RL&F that no new matter may be accepted or opened within

the firm without completing and submitting to those charged with maintaining the conflict check

system the information necessary to check each such matter for conflicts, including: (a) the

identity of the prospective client, (b) the matter, and (c) the related and adverse parties.

Accordingly, the database is updated for every new matter undertaken by RL&F. The scope of

the system is a function of the completeness and accuracy of the information submitted by the

attorney opening a new matter.

20. With the exception of those entities listed on Exhibit 1 and Exhibit 2,

insofar as I have been able to ascertain, neither I, RL&F, nor any other attorney, including any

director, counsel or associate of RL&F currently represents, or has in the past represented, or has

any connection with, the Debtors’ largest creditors, any significant beneficiaries of the Debtors

(holding 5% or more of the beneficial interests in the Debtors), or any of the potential parties in

interest, all as set forth on Exhibit 3 attached hereto (collectively, the “Parties in Interest”),

except as hereinafter set forth.

21. Through the procedures set forth above, RL&F has determined that it has

in the past represented, currently represents, and/or may in the future represent, in matters wholly

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unrelated to the Debtors, the Parties in Interest (or affiliates thereof) set forth on Exhibit 1

attached hereto (who are current clients) and the Parties in Interest (or affiliates thereof) set forth

on Exhibit 2 attached hereto (who are former clients that RL&F has represented within the last

five (5) years). With the exception of Wilmington Savings Fund Society, FSB (“WSFS”) and a

certain related affiliate of U.S. Bank Trust National Association (“U.S. Bank”), I do not believe

that any single matter is a major engagement that would involve either the billing of fees in

excess of one half of one percent (0.5%) of RL&F’s annual fees billed, or that, in the aggregate

for any related group of entities, exceeds one percent (1%) of RL&F’s annual fees billed. RL&F

currently represents WSFS and U.S. Bank in general corporate and transactional matters wholly

unrelated to the Debtors and these Chapter 11 Cases.

22. In addition, RL&F provided general Delaware corporate advice to

American Express Company (“AmEx”) related to the Debtors’ sale of their legacy online

lending platform to affiliates of American Express (the “AmEx Transaction”). RL&F advised

AmEx solely on issues of Delaware law. RL&F’s representation of AmEx in connection with

the AmEx Transaction concluded on or around September 2020. To address any potential

conflict of interest arising from RL&F’s past, current and future representations of AmEx and

certain related affiliates, RL&F obtained a written waiver from the Debtors. Pursuant to such

waiver, the Debtors, among other things, waived any actual or arguable conflict of interest in

connection with RL&F’s past representation of AmEx and continuing to represent AmEx and

certain affiliates in unrelated matters. Further, RL&F will not disclose any confidential

information belonging to AmEx to the Debtors and vice versa. To that end, RL&F has

established an internal ethical wall between this matter and any matters in which RL&F has

represented and currently represents AmEx and any affiliates thereof. In addition, none of the

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RL&F professionals involved in the representation of AmEx in the above referenced

representation or any other representation of AmEx or any affiliate thereof is or will be involved

in the representation of the Debtors in these Chapter 11 Cases. Further, RL&F has not

represented and will not represent AmEx or any affiliate thereof in connection with the Debtors’

current restructuring and these Chapter 11 Cases and, in fact, I believe AmEx is represented by

separate counsel in connection with all such matters. I do not believe this representation

precludes RL&F from being a disinterested party under the Bankruptcy Code.

23. In any event, while RL&F currently represents, and in the past has

represented certain Parties in Interest, it will not represent any of the Parties in Interest or any

other party in interest (including, without limitation WSFS, U.S. Bank and AmEx), other than

the Debtors, in any facet relating to the Debtors or these Chapter 11 Cases.

24. I do not believe there is any connection or interest (as such terms are used

in section 101(14) of the Bankruptcy Code and Bankruptcy Rule 2014(a)) between RL&F and (i)

the U.S. Trustee or any person employed by the U.S. Trustee or (ii) any counsel, accountants,

financial consultants, and investment bankers who represent or may represent claimants or other

parties in interest in the Chapter 11 Cases, except as otherwise described herein. In addition, as

part of its practice, RL&F appears in cases, proceedings and transactions involving many

different attorneys, counsel, accountants, financial consultants, and investment bankers, some of

which now or may in the future represent claimants and parties in interest in the Debtors’

Chapter 11 Cases. RL&F has not represented and will not represent any such entities in relation

to the Debtors and their Chapter 11 Cases, nor does RL&F have any relationship with any such

entities where such relationship would be adverse to the Debtors or their estates.

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25. Except as set forth herein, and based upon the information available to me,

neither I, RL&F, nor any attorney employed by RL&F, including any director, counsel or

associate thereof, insofar as I have been able to ascertain, holds or represents any interest adverse

to the Debtors or their estates. In addition, RL&F is not a creditor of the Debtors. Therefore,

based upon the information available to me, I believe that RL&F is a “disinterested person” as

that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b)

of the Bankruptcy Code.

26. No promises have been received by RL&F, or by any director, counsel or

associate thereof, as to compensation in connection with these cases other than in accordance

with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. RL&F

has no agreement with any other entity to share with such entity any compensation received by

RL&F, other than the directors of RL&F.

27. Based on the foregoing, except to the extent set forth in the next

paragraph, to the best of my knowledge, information and belief and in accordance with

Bankruptcy Rule 5002, no attorney, including any director, counsel or associate, of RL&F, has a

connection with any United States Bankruptcy Judge for the District of Delaware, any of the

District Court Judges for the District of Delaware who handle bankruptcy cases, the United

States Trustee for Region 3, the Assistant United States Trustee for the District of Delaware, the

attorney for the U.S. Trustee assigned to the Chapter 11 Cases or any other employee of the U.S.

Trustee that would render RL&F’s retention in the Chapter 11 Case improper. Accordingly, I

understand that the appointment of RL&F is not prohibited by Bankruptcy Rule 5002.

28. Kevin Gross, who was elected as a director of RL&F effective as of April

1, 2020, was a bankruptcy judge for the Court between March 13, 2006 and March 12, 2020.

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While Mr. Gross is not one of the principal professionals expected to perform services on behalf

of the Debtors, if the circumstances warrant it, he may perform such services during the

pendency of the Chapter 11 Cases.

29. In addition, as noted above, the Debtors have numerous creditors and

relationships with various individuals and entities that may be Parties in Interest in the Chapter

11 Cases. Consequently, although every reasonable effort has been made to discover all

connections with the Parties in Interest, including the efforts outlined herein, RL&F is unable to

state with certainty whether every possible connection has been discovered. If, however, RL&F

discovers any information that is contrary or pertinent to the statements made herein, including if

any attorney employed by RL&F, including any director, counsel or associate thereof, has any

connection with any of the Parties in Interest, RL&F will promptly disclose such information to

the Court.

30. RL&F will conduct an ongoing review of its files to ensure that no

conflicts or other disqualifying circumstances exist or arise. Pursuant to Local Rule 2014-1, to

the extent that RL&F learns of any additional material information relating to its employment

(such as potential or actual conflicts of interest), RL&F will file and serve a supplemental

affidavit or declaration with the Court setting forth the additional information.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct to the best of my knowledge and belief.

Dated: October 4, 2022
Wilmington, Delaware /s/ Daniel J. DeFranceschi
Daniel J. DeFranceschi (No. 2732)

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Exhibit 11 – Current Clients2

Banks/Bank Accounts

Synovus Bank
Certain related affiliates of Synovus Financial Corp.
Certain related affiliates of Stone Ridge

Benefit Providers (Workers Compensation/Pension Plans/Third Party Administrators)

Certain related affiliates of New York Life
Certain related affiliates of New York Life (f/k/a Cigna)

Non-Debtors Professionals (law firms, accountants, and other professionals)

Holland & Knight LLP

Contract Counterparties (includes patents and intellectual property)

Airbnb, Inc.
Certain related affiliates of A-Lign Assurance
A-Lign Compliance and Security, Inc.
Credit Suisse
CSC
Certain related affiliates of Emprise Bank
Certain related affiliates of Federal Reserve
five9 Inc.
Certain related affiliates of Fortis Advisors, LLC
Jones Day
Certain related affiliates of LexisNexis Risk Solutions FL Inc.
Certain related affiliates of Macquarie
MasterCard International Incorporated
Certain related affiliates of Option 1 Partners, LLC
Certain related affiliates of ReliaQuest Holdings, LLC
Certain related affiliates of Salesforce
Certain related affiliates of Sound Point Capital Management, LP
South State Bank
Stericycle Inc.
Certain related affiliates of Synovus
Visa U.S.A. Inc.
1
Parties that are both current clients and former clients of RL&F are only listed on Exhibit 1—Current
Clients.
2
Due to the similarity of names of certain entities, RL&F was not able to determine if all entities listed
herein are actually affiliates of current clients. However, out of an abundance of caution, RL&F has listed
those entities which it reasonably believes may be affiliates of current clients.

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Affiliations of Current Officers and Directors

Corporation Service Company (CSC)
National Association of Corporate Directors
Automatic Data Processing, Inc. (ADP)
Certain related affiliates of Libra Risk Management

Debtors’ Professionals (law firms, accountants and other professionals)

Certain related affiliates of AlixPartners, LLP
Jones Day
KPMG
McGuireWoods LLP
Weil, Gotshal & Manges LLP

Affiliation of Former Officers and Directors (as of last day with company)

Corporation Service Company (CSC)
Certain related affiliates of Tricolor Auto Group, LLC
Certain related affiliates of American Express

Insurance/Insurance Provider

Certain related affiliates of AIG Specialty Insurance Company
Certain related affiliates of Berkshire Hathaway Specialty Insurance Company
Certain related affiliates of Endurance American Insurance Company c/o Sompro Pro

Lenders, Noteholders, Administrative Agents and Indenture Trustees

Credit Suisse
Guggenheim
Certain related affiliates of Macquarie
Certain related affiliates of U.S. Bank

30 Top Unsecured Creditors

Certain related affiliates of Federal Reserve Bank of San Francisco
Certain related affiliates of Option 1 Partners LLC
Certain related affiliates of Libra Risk Management
Goodwin Proctor
Corporation Service Company

2
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Litigation Counterparties/Litigation Pending Lawsuits – includes threatened litigation

Holland & Knight, LLP
JP Morgan Chase Bank, N.A.

Other Professionals

Akin Gump Strauss Hauer & Feld LLP
Davis Polk & Wardwell LLP
Goodwin Procter LLP
Sidley Austin LLP

Regulatory and Government (Federal, State, and Local)

Federal Deposit Insurance Corporation
Certain related affiliates of Federal Reserve

Significant Customers

Certain related affiliates of Stone Ridge
Certain related affiliates of Provident Investment Realty, LLC

UCC Search Results/UCC Lien Search Results

Certain related affiliates of CIT
Certain related affiliates of CIT Bank, N.A.
CSC
Certain related affiliates of Federal Reserve Bank of San Francisco
Certain related affiliates of U.S. Bank
Wilmington Savings Fund Society, FSB

Utility Providers/Utility Brokers

Certain related affiliates of Cogent Communications, Inc.
Five9 Inc.

Vendors/Suppliers (includes critical, foreign, common carrier, shippers, warehousemen,
customs duties, brokers charges, facilities provider, etc.)

Certain related affiliates of A-Lign
Certain related affiliates of Five9
Certain related affiliates of Google Duo
Certain related affiliates of Google Workspace
Certain related affiliates of Libra Risk Management
Certain related affiliates of Option 1 Partners LLC

3
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Certain related affiliates of ReliaQuest Holdings, LLC
Salesforce.com

4
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Exhibit 2 – Former Clients

Benefit Providers (Workers Compensation/Pension Plans/Third Party Administrators)

Certain related affiliates of Blue Cross Blue Shield of Hawaii
Certain related affiliates of UnitedHealthcare
Certain related affiliates of UnitedHealthcare Dental
Certain related affiliates of UnitedHealthcare of California

Non-Debtors Professionals (law firms, accountants, and other professionals)

Cleary Gottlieb Steen & Hamilton LLP

Contract Counterparties (includes patents and intellectual property)

American Express and certain related affiliates
Endurance International Group, Inc.
Certain related affiliates of Farm Credit East, ACA
Certain related affiliates of Farm Credit West, ACA
Certain related affiliates of TransUnion Risk and Alternative Data Solutions, Inc. (TRADS)
Certain related affiliates of Zendesk

Affiliations of Current Officers and Directors

Certain related affiliates of CLP Holdings III, LLC

Debtors Professionals (law firms, accountants and other professionals)

Greenberg Traurig, LLP

Affiliation of Former Officers and Directors (as of last day with company)

American Express and certain related affiliates

Insurance/Insurance Provider

Certain related affiliates of National Union Fire Insurance Company of Pittsburgh, Pa.
Certain related affiliates of QBE Insurance Corporation

Landlords and Parties to Leases

Certain related affiliates of Lincoln Property Company

30 Top Unsecured Creditors

Certain related affiliates of Transunion Risk and Alternative Data Solutions

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Certain related affiliates of Allegis Group Holdings Inc
Certain related affiliates of Amazon Web Services
Certain related affiliates of Slack

Litigation Counterparties/Litigation Pending Lawsuits – includes threatened litigation
Greenberg Traurig
White & Williams, LLP

Other Professionals
Dentons US LLP

Significant Shareholders (more than 5% of equity)

Certain related affiliates of Softbank Vision Fund (AIV M2) L.P.
Certain related affiliates of SoftBank PriceVille Investments, L.P.

Vendors/Suppliers (includes critical, foreign, common carrier, shippers, warehousemen,
customs duties, brokers charges, facilities provider, etc.)

Certain related affiliates of Allegis Group Holdings Inc
Certain related affiliates of Slack
Certain related affiliates of Transunion Risk and Alternative Data Solutions
Certain related affiliates of Zendesk

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Exhibit 3 – Parties-in-Interest

Debtors Judge John T. Dorsey
Laura Haney
Kabbage, Inc. Robert Cavello
Kabbage Canada Holdings, LLC Judge Craig T. Goldblatt
Kabbage Asset Securitization LLC Demitra Yeager
Kabbage Asset Funding 2017-A LLC Nickita Barksdale
Kabbage Asset Funding 2019-A LLC Judge Karen B. Owens
Kabbage Diameter, LLC Claire Brady
Marquietta Lopez
Non-Debtor Affiliates and Subsidiaries Judge Brendan L. Shannon
(including any partnerships and JV Jill Walker
partners) Rachel Bello
Judge J. Kate Stickles
Kabbage Financial Services Limited (UK Paula Subda
entity) Al Lugano
Kabbage India Private Limited (India entity) Judge Mary F. Walrath
Catherine Farrell
Debtors’ Trade Names and Aliases (up to Laurie Capp
8 years) (a/k/a, f/k/a, d/b/a) Judge Ashely M. Chan
Joan Ranieri
d/b/a KServicing
d/b/a KServicing Corp. Benefit Providers (Workers
d/b/a KServicing, Inc. Compensation/Pension Plans/Third Party
Administrators)
Banks/Bank Accounts
Blue Cross Blue Shield of California
Celtic Bank Hawaii Medical Service Association
Primis Bank (HMSA) - Blue Cross Blue Shield of Hawaii
Synovus Bank (Synovus Financial Corp.) Insperity, Inc.
Kaiser Permanente
Banks – Servicing New York Life
New York Life (f/k/a Cigna)
Celtic Bank Optum Bank
Cross River Bank UnitedHealthcare
Customers Bank UnitedHealthcare Dental
HCG (a/k/a Home Capital Group Inc.) UnitedHealthcare of California
Stone Ridge VSP Choice

Bankruptcy Judges and Staff for the Clerk of the Court
District of Delaware
Una O’Boyle
Chief Judge Laurie Selber Silverstein
Cacia Batts
Lora Johnson

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Non-Debtors Professionals (law firms, Cross River Bank
accountants, and other professionals) CSC
Cullum Financial LLC d/b/a Walloot
Cleary Gottlieb Steen & Hamilton LLP Customer Bank
Holland & Knight LLP David Rodin
Quinn Emmanuel Urquhart & Sullivan LLP David Snitkof
David Stein d/b/a Law Office of David Stein
Contract Counterparties (includes d/b/a David Stein Law Group
patents and intellectual property) Daysmart
Debt Settlement Info Bank
Abel Commercial Funding Docusign
Airbnb, Inc. Dorado Real Estate, Inc d/b/a Host Financial
American Nation Bank Dynamic Recovery Solutions, LLC
Alexandra Schieren Endurance International Group, Inc.
A-Lign Assurance East West Bank
A-Lign Compliance and Security, Inc. Emprise Bank
Altabank Erik Goshin
American Express Travel Related Services Evangelical Christian Credit Union (ECCU)
Company, Inc. Ernst & Young LLP
Andy Mei Farm Credit East, ACA
Anthony Gallucci Farm Credit West, ACA
Apisero, Inc. Federal Reserve
Aprio, LLP First Florida Credit Union
Automation Anywhere, Inc. First National Bank of Syracuse
Azlo Business, Inc. five9 Inc.
Bank of Bird in Hand FNBC Bank and Trust
Become Technological Solutions, Inc. Forensic Risk Alliance Inc.
Better Impression Ltd. Fortis Advisors, LLC
Bhayva Brundavanam Fortis Private Bank
Big Think Capital Frank Sauer
Biz2credit Fraz Khalil
BlackLine Systems, Inc. GoDaddy.com, LLC
Bonduel State Bank Guggenheim Securities, LLC
Bradley Wells Guideline
Carter Bank & Trust Guillaume Poirier
Catherine Pargeter Hi Tech Capital
Celtic Bank Corporation Hyperion Bank
CentSai Innovative Funding Solutions, Inc.
Cobbs Allen Capital, LLC d/b/a CAC Investar Bank, National Association
Specialty Investment 360
CommerceOne Bank InscribeAI, Inc.
Community Financial Services Bank Insperity
Community National Bank Invariant LLC
CoreCard Software, Inc. iAdvance Now Inc.
Credit Suisse James Candalino
Crestmont Capital, LLC James Frohnhofer

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Jason Dolinger ReliaQuest Holdings, LLC
Jason Hwa Resource Bank
Jonathan Kelfer Salesforce
Jones Day Sam Zakalik
Karrot Sound Point Capital Management, LP
KLDiscovery Ontrack, LLC South State Bank
Kroll Associates, Inc. Stericycle Inc.
Legacy Bank Colorado Strategic Capital
Lendio, Inc. Synovus
Level Up Funding LLC The Law Office of Hayes & Welsh
LexisNexis Risk Solutions FL Inc. The National Directory of Registered Tax
Lexolution, LLC Return Preparers & Professionals Ltd
Liam Von Thien The Poplar Grove State Bank
LIG International LLC The Provident Bank
Lincoln and Morgan, LLC TransUnion Risk and Alternative Data
Llano National Bank Solutions, Inc. (TRADS)
Macquarie Trevelino/Keller and Groovy Studios
Major, Lindsey & Africa TrustArc Inc.
Marqeta, Inc United Capital Source Inc
MasterCard International Incorporated United Resources Enterprise Corp. d/b/a
Matt Burton Brickell Capital Finance
Mechanics Bank Upwise Capital, LLC
Merchant and Manufacturers Bank URS Technologies Solutions LLC
Mission Capital d/b/a SBG Funding Vaco LLC
Moore Colson & Company, P.C. Venture Lending & Leasing VII, Inc.
MorganFranklin Consulting, LLC Venture Lending & Leasing VIII, Inc.
Mountainseed Real Estate Services, LLC Visa U.S.A. Inc.
National Check Resolution, Inc. Vital Outsourcing Services, Inc.
Natural Intelligence Ltd. Walker Morris
Nicholas DelZingaro WeTravel, Inc.
Northern California National Bank Wheaten Financial, Inc.
Northwest Farm Credit Services, FLCA Xact Data Discovery
Okta, Inc. Yuhui Yang
OnCourse Learning d/b/a BankersEdge Zendesk
Option 1 Partners, LLC Zip Capital Group, LLC
Orchard App, Inc. ZMC & Associates LLC
P.A.R. Consulting d/b/a US Business
Funding Current Officers and Directors (include
People Bank senior management)
PharmaCentra LLC
Prospera Credit Union Salim Kafiti
Providence Bank Ian Cox
Quick Funding Solutions LLC Holly Loiseau
Radius Intelligence, Inc. David Walker
Redwood Growth Capital, LLC Laquisha Milner
Red River Bank Donna Evans

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Laquisha Milner Greenberg Traurig, LLP
Robin Gregg Jones Day
Eric Hartz (dba CorporateHartz, LLC) KPMG
John Hebert McGuireWoods LLP
Lawrence X. Taylor Omni Agent Solutions
John Hebert Richard Layton & Finger
Weil, Gotshal & Manges LLP
Affiliations of Current Officers and
Directors Former Officers and Directors (include
senior management if readily available) (3
Solomon’s Temple years)
Vector Solutions
M2 Business Group, LLC Daniel Scott Eidson
Point Predictive Jon Hoffman
DRUM Technologies Julia McCullough
Roadsync Kathryn Petralia
Lending Science Kimberly Withrow
PadSplit L. Scott Askins
Emory Goizueta Business School Marc Gorlin
American Chemistry Council Oneal Bhambani
Nexus Circular Robert Frohwein
Corporation Service Company (CSC) Spencer Robinson
1847 Holdings Troy Deus
Item 9 Labs
Barrie House Coffee Roasters Affiliation of Former Officers and
CLP Holdings III, LLC Directors (as of last day with company)
Taylor Strategy Group
National Association of Corporate Directors Julia McCullough
Arizona State University Corporation Service Company (CSC)
Major Lindsey & Africa Kathryn Petralia
Automatic Data Processing, Inc. (ADP) Keep Financial
Clairvoyant Ventures, LLC DRUM Technologies, Inc.
Kafiti Real Estate Group, Inc. Tricolor Auto Group, LLC
Electrolux AB PadSplit
Libra Risk Management Kimberly WIthrow
Creative Essentials, LLC Kimberly F. Withrow Law
National Bar Association Executive eCapital Corp.
Committee, Commercial Law Section Bibby Financial Services
Moore Colson L. Scott Askins
Magnolia Trust Company American Express
Marc Gorlin
Debtors Professionals (law firms, Roadie
accountants and other professionals) Oneal Bhambani
Flutterwave
AlixPartners, LLP Robert Frohwein
Forensic Risk Alliance Inc. Keep Financial Technologies, Inc.

4
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Spencer Robinson Small Business Bureau
Troy Deus American Express Kabbage Inc.
Keep Financial Biz2Credit
DRUM Technologies Vital Outsourcing Services Inc
MorganFranklin Consulting, LLC
Insurance/Insurance Provider Vaco LLC
RSM US LLP
AIG Specialty Insurance Company Transunion Risk and Alternative Data
Atlantic Specialty Insurance Company Solutions
Berkshire Hathaway Specialty Insurance URS Technologies Solutions LLC
Company KLDiscovery Ontrack, LLC
Cobbs Allen Capital, LLC d/b/a CAC Amazon Web Services
Specialty Allegis Group Holdings Inc
Endurance American Insurance Company Google Workspace
c/o Sompro Pro Moore Colson
Everest National Insurance Company Option 1 Partners LLC
Marsh USA Inc. Libra Risk Management
National Union Fire Insurance Company of Marcell Birk
Pittsburgh, Pa. Slack
QBE Insurance Corporation Box
XL Specialty Insurance Company Goodwin Proctor
Marcus Carr
Landlords and Parties to Leases Kenny Ajetunmobi
Moyin Omotayo
730 Midtown SVP, LLC (Lincoln Property Thomas E. Austin Jr. LLC
Company) Corporation Service Company

Lenders, Noteholders, Administrative Litigation Counterparties/Litigation
Agents and Indenture Trustees Pending Lawsuits – includes threatened
litigation
Credit Suisse
Guggenheim 365 Sun LLC
Macquarie Alison F. Kanne
U.S. Bank Bosco Seungchul Baek
Calvin L. Erby, II
List of Secured Creditors Candice Worthy
Carlton Morgan
Reserve Bank of San Francisco Celtic Bank Corporation d/b/a Celtic Bank
Christina R. King
30 Top Unsecured Creditors Cole Ratias
Customers Bank
Cross River Bank Douglas Biviano
Customers Bank Edward Ford Services, LLC
Federal Reserve Bank of San Francisco Eric L. Lifschitz
U.S. Department of Justice Eva Merian Spahn
Federal Trade Commission First Home Bank

5
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Florida Veterinary Behavior Service
George Pullen Litigation - Governmental Investigations
Greenberg Traurig Agencies
Henry Anesthesia Associates, LLC
Holland & Knight, LLP U.S. Federal Trade Commission
Jason Russell Carr U.S. Department of Justice – Massachusetts
Jennifer Pullen U.S. Department of Justice – Eastern
Jeremy Sternberg District of Texas
John P. Mertens The Small Business Administration (SBA)
Joshua Borger The United States House Representatives
JP Morgan Chase Bank, N.A. Select Subcommittee on the Coronavirus
Justin E. Proper Crisis
Keith W. Berglund
LaDonna Wiggins Other Professionals
Latoya Clark
Lauren B. Veggian Akin Gump Strauss Hauer & Feld LLP
Law Office of James A. Flanagan Bailey Duquette
Law Offices of Eric L. Lifschitz Dentons US LLP
Leslie K. Rinaldi Davis Polk & Wardwell LLP
Lexington National Insurance Corporation Goodwin Procter LLP
Love Watch Hill & Sailors Haven, Inc. Green & Sklartz
Luxx Lashes by Lay, LLC Hayes & Welsh
Marco Bell Mandelbaum Salsburg, P.C.
MaryBeth V. Gibson RSM US LLP
Melissa Davis Lowe Sidley Austin LLP
Ogier, Rothschild & Rosenfeld P.C. Thomas E. Austin
Pia Hoyt Law Firm Windham Brannon
Power Bail Bonds
Rice Pugatch Robinson Storfer & Cohen Regulatory and Government (Federal,
PLLC, State, and Local)
Richard A. Marshack
Richard Storfer Delaware Attorney General – Kathy
Shulman Bastian Friedman & Bui LLP Jennings
SM Novelties Federal Deposit Insurance Corporation
Smooth & EZ Merchant Funding Federal Reserve
Squeeze-It Corp. Federal Trade Commission
Strategic Elements, LLC Internal Revenue Service
Tamara Miles Ogier, Chapter 11 Subchapter Office of Foreign Assets Control
V Trustee Small Business Administration
Tastetunup, LLC U.S. Securities and Exchange Commission
The Berglund Group United States Attorney for the District of
The Cardoza Law Corporation Delaware – David C. Weiss
The Finley Firm, P.C United States Department of Justice
Vicki LeMaster
Wandro & Associates, P.C.
White & Williams, LLP

6
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Significant Customers Gods Anointed Youth Ministry
Showtime On The Piers, LLC.
Celtic Bank Summit Truck Line
Cross River Bank K Weaver Properties LLC
Customers Bank Ences Services Inc
HCG (a/k/a Home Capital Group Inc.) Federal Credit Union
Stone Ridge Heart Living Centers of Colorado, LLC
FleetCor Technologies, Inc. Agee Construction Corporation
Relief Without Borders LLC 1 Ponce De Leon LLC
SJ MEDICAL PLLC Bustro Inc
Go Africa Global LLC Francis Joseph Capital Inc
Cuisane 365 Mobile Inc DataSync Inc
New Legend, Inc SMELifestyle, inc
Jlite Mortors Crown Management Services, LLC
Boom Rewards LLC SUITE Media Productions & Management
David Horvath PA LLC
Wiggins & Graham Enterprise LLC Gourmet Nut Inc
Pink Lady Line Propel Opportunity Fund Inc.
R and L ARCADE INC Keystrokes Transcription Service Inc
Potomac Valley Operator LLC E. Mishan & Sons
Source Allies, Inc. Russell Road Food and Beverage LLC
European Service at Home Inc
Tigris, LLC Significant Shareholders (more than 5%
AREPII SA Hotel LLC of equity)
Aspen River Candle Company
Big Shot LLC Softbank Vision Fund (AIV M2) L.P.
Wesley Aron Mock LLC Blue Run Ventures IV, L.P.
Club One Casino, Inc Thomvest Ventures Ltd.
Brian Bui Inc MDV Ix, L.P. c/o Mohr Davidow Ventures
Repairo LLC SoftBank PriceVille Investments, L.P.
California Freight Solutions Corp
Torque Power Equipment Repairs Taxing Authorities (Federal, State, and
PG Medical Lab Local; trust fund, use property, franchise,
Energy Efficient Construction Solutions sales)
TrustedCommunications LLC
Horizon 5 Lakes LLC Alabama Department of Revenue
Wingfield Leigh Industries, Inc California Franchise Tax Board
Allegro School, Inc. Georgia Department of Revenue
Dog Training With Mario Holland LLC Internal Revenue Service
A One Roof Management & Construction, North Carolina Department of Revenue
Inc. New York State Department of Finance
Koger Industrial Staffing, LLC New York City Department of Finance
Provident Investment Realty, LLC Pennsylvania Department of Revenue
Flair Group Inc
REX Therapeutics LLC
IMR Contracting Corp

7
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UCC Search Results/UCC Lien Search Nyanquoi Jones
Results James R. O'Malley
Michael Panacio
CHTD Company Diane Giordano
CIT
CIT Bank, N.A. Utility Providers/Utility Brokers
Cross River Bank
CSC Cogent Communications, Inc.
Direct Capital Corporation Five9 Inc.
Federal Reserve Bank of San Francisco
Financial Agent Services Vendors/Suppliers (includes critical,
Fulton County, Georgia Tax Commissioner foreign, common carrier, shippers,
Secured Lender Solutions, LLC warehousemen, customs duties, brokers
U.S. Bank charges, facilities provider, etc.)
Wilmington Savings Fund Society, FSB
A-Lign
United States Attorney’s Office for the Allegis Group Holdings Inc
District of Delaware American Express Kabbage Inc.
Biz2X LLC
David C. Weiss BlackLine Systems, Inc.
Box
United States Trustee and Staff for the DataBricks
District of Delaware Five9
Fusion Cloud Services LLC
Andrew R. Vara Google Duo
Joseph McMahon Google Workspace
David Buchbinder HP Holdings, Inc. (dba Invariant LLC)
Linda Casey InscribeAI, Inc.
Joseph Cudia KLDiscovery Ontrack, LLC
Timothy J. Fox, Jr. Kroll Associates, Inc.
Benjamin Hackman Lexolution
Jane Leamy Libra Risk Management
Hannah M. McCollum MLA
Linda Richenderfer Moore Colson
Juliet Sarkessian MorganFranklin Consulting, LLC
Richard Schepacarter Option 1 Partners LLC
Rosa Sierra-Fox ReliaQuest Holdings, LLC
Lauren Attix Salesforce.com
Shakima L. Dortch Sage Intacct, Inc.
Christine Green Slack
Ramona Harris TLO
Angelique Okita Transunion Risk and Alternative Data
Edith A. Serrano Solutions
Dion Wynn URS Technologies Solutions LLC
Denis Cooke Vaco LLC
Holly Dice Vital Outsourcing Services Inc.

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Willis Towers Watson US LLC Zendesk

9
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Exhibit 4 - Accounting Summary of Payments

Retainer
Date Transaction Amount
Balance
9/19/2022 Wire Transfer Deposit of Retainer $100,000 $100,000
9/29/2022 Wire Transfer Deposit of Retainer $110,428 $210,428
9/30/2022 Wire Transfer Deposit of Retainer $25,000 $235,428
Retainer amount drawn down based on services
performed and anticipated to be performed
through the Petition Date. This amount
represented a good faith estimate of the fees and
expenses associated with all such services,
including fees and expenses already recorded in
10/3/2022 RL&F’s billing system. Any portion of the $235,428 ($0.00)
amounts drawn which, upon reconciliation, is
not attributed to prepetition fees and expenses,
will be held by RL&F as security throughout
the Debtors’ bankruptcy cases until RL&F’s
fees and expenses are awarded by final order
and are then payable to RL&F.

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