Exhibit 1: Revised Order — Case 22-10951-CTG, Doc 192-1, Filed 11/01/22

Summary

Doc. 192-1, filed November 1, 2022 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, is Exhibit 1, a revised form of order. The order would authorize the debtors to employ and retain Greenberg Traurig, LLP as special counsel to the Board of Directors of Kabbage, Inc. d/b/a KServicing, effective as of the petition date, under sections 327(e) and 328(a) of the Bankruptcy Code. It refers to the application and the supplemental declaration at Docket No. 177. Its terms address compensation under sections 330 and 331, no markup on contract attorneys' fees without U.S. Trustee agreement, no reimbursement for office supplies, holding of the retainer balance, and ten (10) business days' notice before rate increases. The exhibit is five pages.

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               Case 22-10951-CTG   Doc 192-1   Filed 11/01/22   Page 1 of 5




                                      Exhibit 1

                                    Revised Order




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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)
                                                                :
                      Debtors.   1                              :     (Jointly Administered)
                                                                :     Re: Docket Nos. 107 & 177
    ----------------------------------------------------------- x

                      ORDER AUTHORIZING DEBTORS TO
               EMPLOY AND RETAIN GREENBERG TRAURIG, LLP
           AS SPECIAL COUNSEL TO THE BOARD OF DIRECTORS OF
     KABBAGE, INC. D/B/A KSERVICING EFFECTIVE AS OF THE PETITION DATE

           Upon the application (the “Application”) 2 of Kabbage, Inc. d/b/a KServicing and its

debtor affiliates, as debtors and debtors in possession in the Chapter 11 Cases (collectively,

the “Debtors”), for entry of an order (i) authorizing the Debtors to employ and retain Greenberg

Traurig as special counsel to the Board, effective as of the Petition Date, to advise the Board on

the exercise of its duties and responsibilities and to perform such other services as the Board may

require; (ii) directing that copies of all notices, pleadings, and other documents filed in these

Chapter 11 Cases and any and all related adversary proceedings be served upon Greenberg Traurig,

as special counsel to the Board; and (iii) granting related relief, all as more fully set forth in the

Application; and upon consideration of the Kurzweil Declaration and the Supplemental

Declaration of David B. Kurzweil of Greenberg Traurig, LLP [Docket No. 177]

(the “Supplemental Declaration”); and the Court having jurisdiction over this matter pursuant to


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.

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



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28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States

District Court for the District of Delaware, dated as of February 29, 2012; and this matter being a

core proceeding pursuant to 28 U.S.C. § 157(b); and due and proper notice of the Application

having been provided; and such notice having been adequate and appropriate under the

circumstances; and it appearing that no other or further notice need be provided; and this Court

having reviewed the Application; and upon any hearing held on the Application; and this Court

being satisfied based on the representations made in the Application, the Kurzweil Declaration,

and the Supplemental Declaration that Greenberg Traurig does not hold or represent an interest

adverse to the Debtors’ estates with respect to the matters for which Greenberg Traurig is to be

retained as required by section 327(e) of the Bankruptcy Code; and this Court having determined

that the legal and factual bases set forth in the Application establish just cause for the relief granted

herein; and after due deliberation and sufficient cause appearing therefor,

         IT IS HEREBY ORDERED THAT:

                   1.   The Application is approved as set forth herein.

                   2.   The Debtors are authorized pursuant to sections 327(e) and 328(a) of the

Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) and Local Rule 2014-1 and 2016-1, to

retain and employ Greenberg Traurig as special counsel to the Board of Directors of Kabbage, Inc.

d/b/a KServicing (the “Board”) in the above-captioned Chapter 11 Cases upon the terms and

conditions as set forth in the Application effective as of the Petition Date.

                   3.   Greenberg Traurig shall be compensated in accordance with the procedures

set forth in the Application, sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules,

the Local Rules, and any further Orders of this Court.



                                                   2

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                   4.   Greenberg Traurig shall be reimbursed for reasonable and necessary

expenses as provided by the Fee Guidelines.

                   5.   Greenberg Traurig shall not charge a markup to the Debtors with respect to

fees billed by contract attorneys who are employed by outside agencies that contract with

Greenberg Traurig to provide services to Greenberg Traurig on behalf of the Debtors without prior

agreement of the U.S. Trustee or further order of this Court. Greenberg Traurig shall ensure that

any such contract attorneys are subject to conflict checks and disclosures in accordance with the

requirements of the Bankruptcy Code and the Bankruptcy Rules. For the avoidance of doubt,

Greenberg Traurig shall not share fees with existing or future contract attorneys who are employed

by outside agencies that contract with Greenberg Traurig and that advise on the Debtors’ Chapter

11 Cases or enter into fee sharing arrangements with such contract attorneys without prior

agreement of the U.S. Trustee or further order of this Court.

                   6.   Notwithstanding anything to the contrary in the Application, any order

entered in connection therewith, or any agreement entered into in connection with the Board’s

retention of Greenberg Traurig, Greenberg Traurig shall not seek reimbursement of expenses for

office supplies.

                   7.   Greenberg Traurig will make a reasonable effort to comply with the U.S.

Trustee’s requests for information and additional disclosures as set forth in the Fee Guidelines in

connection with this Application and any interim and final fee applications to be filed by

Greenberg Traurig in these Chapter 11 Cases.

                   8.   Any Retainer Balance shall be held by Greenberg Traurig throughout these

Chapter 11 Cases and shall be applied to Greenberg Traurig’s fees and expenses as may be awarded

by final order of this Court and payable to Greenberg Traurig.


                                                 3

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                   9.    Greenberg Traurig shall provide ten (10) business days’ notice to the

Debtors, the U.S. Trustee, and any official committee of unsecured creditors appointed in these

Chapter 11 Cases before any increases to the rates set forth in the Application are implemented

and shall file such notice on the docket of the Chapter 11 Cases. The Court retains the right to

review any rate increase by Greenberg Traurig under section 330 of the Bankruptcy Code.

                   10.   Greenberg Traurig shall use its best efforts to avoid any duplication of

services provided by any of the Debtors’ other retained professionals in these Chapter 11 Cases.

                   11.   The Debtors are authorized to take all actions necessary to effectuate the

relief granted in this Order in accordance with the Application.

                   12.   In the event of any inconsistency between the Application, the Kurzweil

Declaration, the Supplemental Declaration, and this Order, this Order shall govern.

                   13.   This Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation, interpretation, or enforcement of this Order.




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