California QSR Management, Inc.

Opinion

1 UNITED STATES BANKRUPTCY COURT

2 EASTERN DISTRICT OF CALIFORNIA

3 FRESNO DIVISION

5 In re ) Case No. 24-11015-B-11 ) 6 PINNACLE FOODS OF CALIFORNIA LLC, ) Docket Control Nos. MJB-16 ) and KCO-6 7 Debtor. ) ) 8 ) In re ) Case No. 24-11016-B-11 9 ) TYCO GROUP, LLC, ) Docket Control No. MJB-13 10 ) Debtor. ) 11 ) ) 12 In re ) Case No. 24-11017-B-11 ) 13 CALIFORNIA QSR MANAGEMENT, INC., ) Docket Control No. MJB-12 ) 14 Debtor. ) Date: March 25, 2025 ) Time: 9:30 a.m. 15 ) Place: 2500 Tulare St. ) Dept. B, Fifth Floor 16 ) Courtroom 13

18 MEMORANDUM RULING ON MOTION FOR COMPENSATION FOR LAW OFFICES OF MICHAEL JAY BERGER AND FOX ROTHSCHILD LLP 19 ————————————————————————————— 20

21 Michael J. Berger, Law Offices of Michael J. Berger, for Pinnacle Foods of California, LLC, Tyco Group, LLC, CA QSR Management, 22 Inc., Debtors; Craig R. Tractenberg Fox Rothschild LLP, Pinnacle Foods of California, LLC. 23

24 Glenn D. Moses, Venable LLP, for Popeyes Louisiana Kitchen, Inc., Hagop T. Bedoyan, Garrett R. Leatham, Garrett J. Wade, McCormick, 25 Barstow Sheppard, Wayte & Carruth, for Popeyes Louisiana Kitchen.

26 Walter R. Dahl, Subchapter V Trustee.

27 —————————————————————————————

28 1 INTRODUCTION 2 This matter comes before the court on four fee applications 3 filed in three closely-related cases filed under Chapter 11 4 Subchapter V as described below (collectively “the Popeyes Cases” 5 and “the Popeyes Applications). One application was brought by 6 Fox Rothschild LLP (“Fox Rothschild”), special counsel in only 7 one of the cases, but it represented work which was performed on 8 behalf of all three debtors. The other three fee applications 9 were brought separately by Michael Jay Berger (“Berger”), general 10 bankruptcy counsel with an application filed in each case. 11 12 I. 13 BACKGROUND 14 The three Popeyes Cases include: 15 1. In Re: Pinnacle Foods of California LLC (“Pinnacle”), 16 24-11015 (“the Pinnacle Case”); 17 2. In Re: Tyco Group LLC (“Tyco”), 24-11016 (“the Tyco 18 Case”); and 19 3. In Re: California QSR Management, Inc. (“QSR”), 24- 20 11017 (“the QSR Case). 21 Collectively, the three debtors will be referred to as “the 22 Three Debtors.” The four Popeyes Applications include the 23 following: 24 1. Motion for Compensation by the Law Office of Fox 25 Rothschild LLP (“the Fox Rothschild Application”). Pinnacle Case 26 Doc. #429. Pinnacle DCN KCO-6. 27 /// 28 /// 1 2. Motion for Compensation for Michael Jay Berger (“the 2 Berger/Pinnacle Application”). Pinnacle Case Doc. #453. Pinnacle 3 DCN MJB-16. 4 3. Motion for Compensation for Michael Jay Berger (“the 5 Berger/Tyco Application”). Tyco Case Doc. #327. Tyco DCN MJB-13. 6 4. Motion for Compensation for Michael Jay Berger (“the 7 Berger/QSR Application”). QSR Case Doc. #294. QSR DCN MJB-12. 8 Collectively, the latter three Applications involving 9 Michael Jay Berger (“Berger”) will be referred to as “the Berger 10 Applications.” 11 All four motions were set for hearing on 28 days’ notice as 12 required by Local Rule of Practice (“LBR”) 9014-1(f)(1) and Fed. 13 R. Bankr. P. (“Rule”) 2002(a)(6). 14 On March 11, 2025, Popeyes Louisiana Kitchen, Inc. (“PLK”), 15 Pinnacle’s franchisor, filed an Opposition to the Fox Rothschild 16 Application, asking the court to disallow $150,783.50 of the fees 17 requested by Fox Rothschild for the reasons discussed more fully 18 below. 19 On March 11, 2025, Walter R. Dahl, (“Dahl” or “Trustee”), 20 the Subchapter V Trustee in these cases, filed an Opposition to 21 the Berger/Pinnacle Application, with his arguments incorporated 22 by reference into truncated Oppositions filed regarding the 23 Berger/Tyco and Berger/QSR Applications. Pinnacle Doc. #462; Tyco 24 Doc. #335; QSR Doc. #304. (Collectively, “the Dahl Oppositions”). 25 The three Dahl Oppositions to the Berger Applications 26 request denial of those Applications and possibly disgorgement of 27 fees paid previously to Berger. Pinnacle Doc. #462. In the 28 Opposition to the Berger/Pinnacle Application, Dahl raises 1 several issues to be discussed more fully below, but most of his 2 objections are grounded in substantially the same reasons as were 3 given by PLK in its opposition to the Fox Rothschild Application. 4 Id. 5 Specifically, both PLK and Dahl argue that a substantial 6 portion of the fees incurred by Fox Rothschild and by Berger were 7 neither necessary nor beneficial to the estate because they were 8 spent on a failed and quixotic effort to assume certain Franchise 9 Agreements between Pinnacle/Tyco and PLK. Pinnacle Docs. #462, 10 #463. Those efforts hinged entirely on the court’s willingness to 11 overlook 25-year-old binding Ninth Circuit precedent, something 12 the court declined to do. See Pinnacle Doc. #275 (Memorandum 13 Opinion dated October 10, 2024)(“the Assumption Memorandum”). 14 The relevant facts are more fully explicated in the 15 Assumption Memorandum. But to briefly summarize, Pinnacle is a 16 franchisee of PLK which owns and operates a network of six 17 Popeyes fast food restaurants, five in Fresno, California and one 18 in Turlock, California under the auspices of the Franchise 19 Agreements. Id. Imran Damani (“Damani”) is the owner of the Three 20 Debtors. Pinnacle and Tyco are the actual franchisees, while QSR 21 is a separate corporation used by Damani to manage the other two. 22 Id. The parties agree that the reorganization of the Three 23 Debtors is utterly dependent on Pinnacle being able to assume the 24 Franchise Agreements and to continue operating as a Popeyes 25 franchisee. Id. While Tyco was previously a Popeyes franchisee, 26 it appears to be shut down, with only Pinnacle proposed to 27 continue as an ongoing concern. Id. 28 /// 1 Pinnacle moved to assume the Franchise Agreements pursuant 2 to 11 U.S.C. § 365 but was opposed by PLK. Pinnacle Docs. #226, 3 #245, #260. The basis of PLK’s opposition was that pursuant to 11 4 U.S.C. § 365(c)(1), PLK was excused from accepting performance or 5 rendering performance pursuant to the Franchise Agreements under 6 the “hypothetical test” which was adopted by the Ninth Circuit in 7 Catapult Entertainment, Inc. v. Perlman (In Re Catapult Enter.), 8 165 F.3d 747 (9th Cir., 1999). Id. The court will not rehash its 9 lengthy analysis of the hypothetical test and its counterpart, 10 the “actual test,” which the court discussed at length in the 11 Assumption Memorandum. Id. Suffice to say, the court concluded 12 that Catapult was binding law and that, notwithstanding the other 13 provisions of § 365, Pinnacle could not, under the present 14 circumstances, assume the Franchise Agreements without PLK’s 15 consent which was emphatically not given. Id. The court later 16 reiterated its position in its order denying Pinnacle’s Motion 17 for Reconsideration. Pinnacle Doc. #353. Undaunted, Pinnacle 18 appealed to the District Court, and that appeal is ongoing. See 19 In re Pinnacle Foods of California, LLC, 1:25-CV-00132-JLT 20 (E.D.Ca.). 21 With the stage thus set, the court now turns to the 22 individual Applications, and the Oppositions to each of them. 23 24 II. 25 DISCUSSION 26 A. GENERAL PRINCIPLES. 27 11 U.S.C. § 330(a)(1)-(4) states in relevant part: 28 /// 1 (1) After notice to the parties in interest and the United 2 States Trustee and a hearing, … the court may award … 3 (A) reasonable compensation for actual, necessary 4 services rendered by the trustee, examiner, ombudsman, 5 professional person, or attorney and by any 6 paraprofessional person employed by any such person; 7 and 8 … 9 (2) The court may, on its own motion or on the motion of the 10 United States Trustee, the United States Trustee for the 11 District or Region, the trustee for the estate, or any other 12 party in interest, award compensation that is less than the 13 amount of compensation that is requested. 14 (3) In determining the amount of reasonable compensation to 15 be awarded to an examiner, trustee under chapter 11, or 16 professional person, the court shall consider the nature, 17 the extent, and the value of such services, taking into 18 account all relevant factors, including— 19 … 20 (C) whether the services were necessary to the 21 administration of, or beneficial at the time at which 22 the service was rendered toward the completion of, a 23 case under this title; 24 … 25 (4) 26 (A) Except as provided in subparagraph (B), the court 27 shall not allow compensation for— 28 … 1 (ii) services that were not— 2 (I) reasonably likely to benefit the debtor’s 3 estate; or 4 (II) necessary to the administration of the 5 case. 6 11 U.S.C.S. § 330(a)(1)-(4)(emphasis added). 7 Compensable professional work does not equate to whether 8 work was necessary and reasonable. Unsecured Creditors Committee 9 v. Puget Sound Plywood, 924 F. 2d 955, 958 (9th Cir. 1991). A 10 professional must exercise billing judgment. Id. at 959. That 11 means balancing the effort against the result that might be 12 achieved. Id. at 961. 13 Relatedly, 11 U.S.C. § 331 authorizes an interim award after 14 notice and hearing subject to subsequent final approval by the 15 court pursuant to § 330. 16 Thus, in summation, the court must review each fee 17 application to determine, inter alia, whether the services for 18 which the attorney billed were truly necessary services that were 19 beneficial to the estate, and the court is authorized to reduce 20 any fees awarded below what was requested to account for any time 21 billed on work that was, in the court’s opinion, neither 22 necessary nor beneficial to the estate. 23 The court acknowledges that assumption of the leases was 24 vitally important to a successful reorganization of the Three 25 Debtors. And the Debtors’ ability to assume those leases was, in 26 turn, dependent on either the consent of PLK or the Debtors 27 ability to compel PLK’s consent through § 365. It was reasonable 28 for Pinnacle and Tyco to pursue their Motions to Assume the 1 Franchise Agreements. In these cases, Pinnacle was the “trial 2 balloon” for this crucial issue. 3 What was not so clearly reasonable and certainly not 4 beneficial to the three estates was continuing to pursue a course 5 the court had already rejected in light of controlling and well- 6 established Ninth Circuit precedent. Accordingly, the court is 7 inclined to deny the Applications to the extent that the 8 attorneys involved have billed for work performed on matters 9 relating to the Motions to Assume that came after the court 10 issued the Assumption Memorandum on October 10, 2024, 11 specifically, the Motions to Reconsider and any work performed by 12 these attorneys in preparation for the appeal to the District 13 Court. The court notes that Pinnacle is represented by entirely 14 different counsel on appeal who are not being paid by the estate. 15 Likewise, the court is inclined to deny some of the 16 Applications to the extent that they request fees for time spent 17 preparing the Second Amended Small Business Plans dated March 7, 18 2025 (“the March 7 Plans”) and filed in the Pinnacle and QSR 19 Cases. Pinnacle Doc. #460; QSR Doc. #302. The court was very 20 clear at the hearing conducted on February 4, 2025 (“the February 21 4 Hearing”), that any new plan must do something to change the 22 trajectory of the cases. Despite that, the two March 7 Plans are 23 clearly just placeholder plans which still propose 24 reorganizations for Pinnacle and QSR that are utterly dependent 25 on a reversal of the court’s ruling on assumption of the 26 Franchise Agreements. The Tyco franchise location was closed at 27 that time. 28 /// 1 The Fox Rothschild Application only covers work performed 2 during the period from July 7, 2024, through December 31, 2024, 3 and so no fees incurred for work on the March 7 Plans after the 4 court’s comments during the February 4 Hearing are before the 5 court. The Berger Applications, however, cover the period from 6 September 6, 2024, through February 24, 2025, and so work 7 performed by Berger on the March 7 Plans may be excludable. 8 The court further notes that the Trustee has raised 9 additional objections which the Trustee argues to be grounds for 10 denying the Berger Applications in toto and perhaps even 11 requiring him to disgorge attorney’s fees already obtained from 12 his First Application(s). The court will address those objections 13 in its discussion of the Berger Applications, below. 14 With those principles in mind, the court will consider each 15 of the Applications. Any entries which, in the court’s view, are 16 not beneficial to the estate because (1) they represent billing 17 (a) for the Motion for Reconsideration or for the Appeal and (b) 18 were incurred after October 10, 2024, or (2) they represent 19 billing for the March 7 Plan that was incurred after the February 20 4 Hearing will be excluded (“Excluded Entries”). 21 22 B. THE FOX ROTHSCHILD FEE APPLICATION. 23 Fox Rothschild requests interim compensation in the sum of 24 $209,201.92 under 11 U.S.C. § 330 and § 331 for work performed on 25 behalf of Pinnacle. Pinnacle Doc. #429. This amount consists of 26 $204,089.00 in fees and $5,112.92 in expense reimbursement for 27 the period from July 7, 2024, through December 31, 2024. Id. This 28 is Applicant’s first fee application. 1 Imran Damani (“Damani”), the principal for the Three 2 Debtors, executed a Declaration dated February 3, 2025, 3 indicating that he has reviewed the fee application and approves 4 the same. Pinnacle Doc. #432. 5 On March 11, 2025, Popeyes Louisiana Kitchen, Inc. (“PLK”), 6 Pinnacle’s franchisor, filed an Opposition, asking the court to 7 disallow $150,783.50 of the requested fees for the reasons 8 discussed more fully below. 9 Fox Rothschild was retained effective as of July 7, 2024, by 10 an order of this court dated September 1, 2024 (“the Retention 11 Order”). Pinnacle Doc. #244. The Retention Order stated: 12 a. No compensation is permitted except upon Court order 13 following application with notice and a hearing pursuant to 11 14 U.S.C. § 330(a); and 15 b. Compensation will be at the “lodestar rate” applicable 16 at the time that services are rendered in accordance with the 17 Ninth Circuit decision In re Manoa Fin. Co., 853 F.2d. 687 (9th 18 Cir. 1988). No hourly rate referred to in the Application is 19 approved unless unambiguously so stated in this order or in a 20 subsequent order of this Court. 21 Id. The Retention Order also stated:

22 Applicant shall be entitled to draw on the Retainer to pay Applicant’s legal fees and expenses approved by the 23 Court pursuant to 11 U.S.C. §§ 330 and 331. Applicant may not draw on the Retainer in the absence of an order 24 of this Court allowing Applicant’s fees and expenses. 25 Id. 26 The Retainer alluded to in the prior quoted paragraph refers 27 to $20,000.00 held in trust by Fox Rothschild and consisting of 28 $15,000.00 paid to Fox Rothschild by Damani post-petition, plus 1 another $5,000.00 paid to Fox Rothschild by Damani’s father, 2 Badruddin Damani. Pinnacle Docs. #429, #433. Fox Rothschild has 3 previously declared (in the Exhibits accompanying the Application 4 for Authorization of Employment) that the elder Damani has 5 guaranteed all the firm’s fees and expenses. Pinnacle Doc. #213. 6 Fox Rothschild ’s firm provided 232.70 billable hours at the 7 following rates, totaling $204,089.00 in fees:

8 ATTORNEY HOURLY APPLICATION TOTAL FEES RATE HOURS 9 Craig R. Tractenberg – $960.00 155.9 $149,664.00 Partner 10 Craig R. Tractenberg – $960.00 1.3 No Charge Partner 11 Keith C. Owens – Partner $895.00 49.9 $44,660.50 Dharvi Goyal– Associate $440.00 12.9 $5,676.00 12 Dharvi Goyal – Associate $440.00 0.8 No Charge Subtotal 220.8 $200,000.50 13 Paraprofessional HOURLY APPLICATION TOTAL FEES RATE HOURS 14 Patricia M. Chlum – $400.00 8.5 $3,400.00 Paralegal 15 Patricia M. Chlum – $400.00 0.7 0 16 Paralegal Sarah Pennebaker – Sr. KM $255.00 0.7 $178.50 17 Research Analyst Brooke Coleman - KM Research $255.00 2.0 $510.00 18 Analyst Subtotal 11.9 $4,088.50 19 20 Id (Exhibit 2 – “Summary of Professionals”). The total fees 21 incurred by attorneys and by paraprofessionals in this 22 application is $204,089.00. Broken up by task, Fox Rothschild 23 billed as follows: 24 /// 25 /// 26 /// 27 /// 28 /// 1 Task Description Hours Total B110 Case Administration 3.9 $1,676.50 2 B130 Asset Disposition 5.7 $5,459.00 B140 Stay Relief/Adequate Protection 0.9 $864.00 3 B160 Fee/Employment Applications 11.8 $7,770.00 B185 Assumption/Rejection of Leases and 158.6 $143,149.00 4 Contracts B190 Other Contested Matters 35.8 $34,368.00 5 B320 Plan and Disclosure Statement 8.0 $7,634.50 B410 General Bankruptcy Advice/Opinions 8.0 $3,520.00 6 232.7 $204,441.00 7 Pinnacle Doc. #433 (Exhibit 3 – Task/Description 8 Summary)(emphasis added). After application of the $20,000.00 9 retainer, the remaining fee award sought by this application is 10 $184,089.00. 11 There appears to be a discrepancy between Exhibits 2 and 3, 12 with the Task/Description Summary listing total fees incurred 13 that are $352.00 higher than the fees listed on the Summary of 14 Professionals. The court assumes that this is the result of hours 15 billed which were not charged to the client, as several such 16 entries are found in the billing records. Pinnacle Doc. #433 17 (Exhibit 1 – Complete Billing Records). 18 Fox Rothschild also incurred $5,112.92 in expenses:

19 Expenses Cost Good Standing Certificate $25.00 20 Messenger Service/Federal Express $3,594.40 21 Document Retrieval $18.30 Reprographics – Color $17.00 22 Reprographics – B/W $1,091.00 Postage $271.05 23 Westlaw Research $96.17 TOTAL $5,112.92 24

25 Pinnacle Doc. #433 (Exhibit 4). The expenses are not broken down 26 by date or associated task, but the court does not find $5,112.92 27 to be out of line for expenses incurred in a Chapter 11 as 28 1 By and large, the court finds most of these services and 2 expenses reasonable, actual, and necessary though the 3 professional hourly rate exceed the rates charged in this 4 district by attorneys with similar expertise. The exception to 5 that finding is the work related to the assumption-related 6 matters which were explicitly premised on a hypothetical reversal 7 of the court’s ruling in the Assumption Memorandum and the order 8 accompanying it. 9 Of the 232.70 hours billed by Fox Rothschild in this case, 10 158.60 hours representing $143,149.00 is specifically billed as 11 pertaining to assumption/rejection issues. Pinnacle Doc. #429. 12 These entries are grouped in the motion and exhibits under the 13 heading of “Task B18.” Pinnacle Docs. #429, #433 (Exhibit 3). 14 Admittedly, the issues concerning assumption of the franchise 15 agreements have been the most complicated and time-consuming 16 aspect of this case. There are several franchise agreements 17 between the Three Debtors and PLK. Pinnacle Doc. #433. Assumption 18 of the Franchise Agreements has been strenuously opposed by the 19 franchisor throughout these proceedings. See Docket generally. 20 That opposition extends to the instant fee application, and 21 PLK argues that Applicant’s fees should be substantially reduced 22 because Applicant’s services were neither necessary nor 23 beneficial to the estate. Doc. #463. PLK argues that, out of a 24 total of $204,089.00 in fees (minus the retainer) sought by 25 Applicant, $150,783.50 (by PLK’s estimate) relate to Debtor’s 26 failed efforts to assume the Franchise Agreements between 27 Pinnacle/Tyco and PLK. Id. Those figures appear to include 28 everything that Fox Rothschild has billed pertaining to the 1 Franchise Agreements since the inception of the case, both those 2 grouped under Task B185 and those grouped under other billable 3 tasks, most prominently the “Task B190” hours billed for “Other 4 Contested Matters.” Pinnacle Docs. #464, #433, #495. 5 As the court has already noted, it was not unreasonable for 6 Debtors and their counsel to believe that the Motion to Assume 7 might be both necessary and beneficial to the estate. Indeed, one 8 might argue that reorganization would be practically impossible 9 without assuming the Franchise Agreements and that bringing the 10 motions might possibly have had the effect of softening PLK’s 11 hardball position. Accordingly, the court will not exclude all 12 the hours billed for Assumption/Rejection related matters as PLK 13 desires. 14 The hours billed after the issuance of the Assumption 15 Memorandum are another matter. At that point, in the court’s 16 view, it became unreasonable for the Debtors to continue beating 17 the dead horse which is the § 365(c) hypothetical test. The Ninth 18 Circuit decided Catapult roughly a quarter-century ago and has 19 given no indication of a desire to revisit the issue. Thus, the 20 court finds that, to the extent that Fox Rothschild billed for 21 work performed on the Popeyes cases pertaining to the assumption 22 of the Franchise Agreements after the issuance of the Assumption 23 Memorandum on October 10, 2024, (mainly work on the Motion for 24 Reconsideration and the subsequent appeal), that work was neither 25 necessary nor beneficial to the bankruptcy estate, and those 26 billable hours will be excluded from any fee award. 27 The burden is on the applicant to demonstrate that the 28 services were reasonably likely to benefit the estate at the time 1 the services were rendered. In re Mednet, 251 B.R. 103, 108 2 (B.A.P. 9th Cir., 2000). A bankruptcy court must also examine 3 the circumstances and the manner in which services are performed 4 and the results achieved in order to arrive at a determination of 5 a reasonable fee allowance. Id. 6 At the hearings on these fee applications, both applicants 7 argued that applicants should not be “penalized” because their 8 client did not prevail on the Assumption Motion and the 9 Reconsideration Motion, but that argument misapprehends their 10 burden. The court is not reducing fees because applicants did 11 not prevail. The fees are being reduced because applicant cannot 12 show that it was reasonably likely their services would benefit 13 the estate after the Assumption Memorandum. If applicants’ 14 arguments were correct, the court would not have allowed fees for 15 the original assumption motion at all. 16 At the time the post Assumption Memorandum services were 17 rendered, the Three Debtors and Fox Rothschild (as well as 18 Berger, the general counsel) knew some salient facts. The Ninth 19 Circuit is a “hypothetical test” jurisdiction. This court was 20 constrained to follow Catapult. The court did follow Catapult 21 and showed no indication that Catapult’s holding was 22 inapplicable. Debtors’ arguments about the primacy of the 23 California Franchise Relations Act and the alleged 24 inapplicability of the Lanham Act were not persuasive to the 25 court. Likewise, no persuasive authority criticizing or limiting 26 Catapult in the Ninth Circuit was presented to the court. 27 Thus, the services related to the motion to reconsider, and 28 the appeal were not beneficial or helpful to the administration 1 of the estates at the time they were performed. § 330 (a)(3)(C). 2 Accordingly, the Fox Rothschild application for fees will be 3 reduced. 4 After review of Fox Rothschild’s billing records, the court 5 has identified the following billing entries as representing work 6 performed between October 11, 2024, and December 31, 2024, which 7 should be excluded or reduced. 8 1. B185 Assumption/Rejection. The total billed for B185 9 Tasks is $143,149.00. This amount will be reduced by $47,170.00. 10 2. B190 Other Contested Matters. The total billed for B190 11 Tasks is $34,368.00. This amount will be reduced by $1,152.00. 12 3. B320 Plan and Disclosure Statement. The total billed 13 for B320 Tasks is $7,634.50, but some of these entries include 14 matters pertaining to the Motion to Reconsider. This amount will 15 be reduced by $1,248.00. 16 4. The total fee reduction for all three Task Groups 17 listed above is $49,570.50. 18 See Appendix A. 19 A total of $49,570.50 will be deducted from the requested 20 fee amount of $204,089.00, leaving a total of $154,518.50 in 21 compensable fees. After application of the $20,000.00 retainer, 22 the court will grant a fee award of $134,518.50 and expense 23 reimbursement in the amount of $5,112.92 on an interim basis for 24 a total interim award of $139,631.42. 25 However, awarding fees and expenses to an attorney is not 26 the same as directing that the attorney actually be paid. Whether 27 the court will allow Fox Rothschild to be paid anything at this 28 time will be discussed below. 1 C. THE BERGER/PINNACLE FEE APPLICATION. 2 Berger requests interim compensation in the sum of 3 $59,294.27 for work done on behalf of Pinnacle Doc. #453. This 4 amount consists of $57,427.00 in fees and $1,867.27 in expenses 5 from September 6, 2024, through February 24, 2025. Id. 6 Damani, as principal for Pinnacle, executed a statement of 7 consent dated February 28, 2025, indicating that Debtor has read 8 the fee application and approves the same. Pinnacle Doc. #458. 9 The motion is accompanied by Berger’s Declaration and Exhibits in 10 the form of billing and expense records, resumes of Berger and 11 those in his firm, and a copy of the order approving Berger’s 12 employment. Pinnacle Docs. ##455-56, #458. 13 On March 11, 2025, Walter R. Dahl, (“Dahl” or “Trustee”), 14 the Subchapter V Trustee in this case, filed an Opposition to the 15 motion. Pinnacle Doc. #462. 16 The court approved Berger’s employment by order dated June 17 6, 2024. Pinnacle Doc. #89. According to the moving papers, 18 Berger was paid a retainer of $20,000.00 prepetition along with 19 $1,738.00 for the Chapter 11 filing fee. Pinnacle Docs. #453, 20 #456. Berger incurred $14,236.50 in prepetition fees, and that 21 amount plus the filing fee were earned by Berger and withdrawn 22 from Applicant’s client trust account prior to the filing of the 23 case. Id. The unearned retainer of $5,763.50 remained in Berger’s 24 trust account. Id. 25 This is Berger’s second fee application filed in the instant 26 case. Pinnacle Doc. #453. On October 31, 2024, the court entered 27 an order granting the First Interim Fee Application and awarding 28 $68,453.00 in fees and $1,110.21 in costs. Pinnacle Doc. #310. 1 After application of the retainer balance of $5,763.50, Pinnacle 2 paid Berger the balance of $64,799.71 awarded in the First Fee 3 Application. Id. 4 For this Second Application, Berger’s firm provided 103.9 5 billable hours (plus an additional 14.40 hours not billed) at the 6 following rates, totaling $57,427.00 in fees:

7 Hours Total Fees Professional Rate Billed 8 Michael Jay Berger $645.00 51.10 $32,959.50 9 Sofya Davtyan $595.00 9.90 $5,890.50 Robert Poteete $475.00 33.90 $16,102.50 10 Yathida Nipha $275.00 8.80 $2,420.00 Karine Manvelian $275.00 0.20 $55.00 11 Peter Garza $200.00 0.00 $0.00 12 Total Hours & Fees 103.9 $57,427.50 13 14 Pinnacle Doc. #453. Berger also incurred $1,867.27 in expenses, 15 primarily in the form of postage and photocopying. Id. 16 Dahl opposes this Application. Pinnacle Doc. #462. Trustee 17 first notes that, according to the operating reports filed 18 between March 2024 and January 2025, the Three Debtors were 19 collectively operating at a loss of $70,500.00. Id. Trustee notes 20 that § 330(a) authorizes this court to award “reasonable 21 compensation for actual, necessary services rendered” by a 22 professional person such as Applicant. Id. Likewise, § 330(a)(4) 23 bars the court from allowing compensation for services that were 24 not reasonably likely to benefit the estate. Id. 25 According to the record, Berger received a total of 26 $29,402.00 for services performed prepetition on behalf of the 27 Three Debtors, and Berger sought and was awarded $129,960 for 28 1 Debtors from the petition date through September 5, 2024. Id. 2 Including the award sought in this Application and the awards 3 sought in the applications filed in the other two cases, Berger 4 “proposes to be paid compensation totaling $243,473 for its 5 representation of the Three Debtors, none of whom have proposed 6 plans of reorganization which would be able to be confirmed.” Id. 7 Trustee also urges disgorgement for some or all of the fees 8 previously allowed and paid to Berger, on the grounds that much 9 of that compensation was for services “not reasonably likely to 10 provide identifiable, tangible and material benefit to the 11 estate,” including specifically: 12 a. Filing, and subsequently abandoning a motion for 13 substantive consolidation, and failing to thereafter file a 14 motion for joint administration, leading to needless triplication 15 of pleadings; 16 b. Failing to timely file plans of reorganization as 17 required by Bankruptcy Code § 1189(a), and seeking extensions 18 pursuant to Bankruptcy Code § 1189(b); 19 c. Filing numerous motions seeking to assume unexpired 20 leases of real property prior to obtaining confirmation of plans 21 of reorganization, thus requiring parties to oppose such motions 22 to prevent imposition of significant administrative expense 23 liability; 24 d. Allowing the outside deadline of Bankruptcy Code 25 § 365(d)(4)(B) to lapse, thus potentially preventing the estates 26 to obtain the economic benefits of assuming and assigning such 27 leases; 28 /// 1 e. Filing and prosecuting motions to assume the PLK 2 franchise agreements despite the long-standing determination by 3 the 9th Circuit that the “hypothetical” rather than the “actual” 4 test is applicable to Bankruptcy Code § 365(c)(1), and seeking 5 reconsideration of such motions; and, 6 f. Filing and prosecuting plans of reorganization which 7 cannot be confirmed due to legal constraints and lack of 8 feasibility. 9 Id. 10 On March 18, 2025, Berger filed a Reply to Dahl’s 11 Opposition. Pinnacle Doc. #497. 12 Berger’s services here included, without limitation: asset 13 disposition; business operations; case administration; claims 14 administration and objections; fee/employment applications; 15 financing; litigation; plan and disclosure statement; and relief 16 from stay proceedings. Doc. #456. 17 By and large, the court finds most of these services and 18 expenses reasonable, actual, and necessary. The exception to that 19 finding is the work related to the assumption-related matters and 20 to the March 7 Plans which were explicitly premised on a 21 hypothetical reversal of the court’s ruling in the Assumption 22 Memorandum and the order accompanying it. 23 For the reasons outlined above, it was not unreasonable for 24 Debtors and their counsel to believe that the Motion to Assume 25 might be both necessary and beneficial to the estate. 26 Accordingly, the court will not exclude all the hours billed for 27 Assumption/Rejection related matters as Dahl urges. 28 /// 1 The hours billed after the issuance of the Assumption 2 Memorandum are another matter. As the court has noted, it became 3 unreasonable for the Debtors to continue on a course dependent on 4 assuming the Franchise Agreements after the court issued the 5 Assumption Memorandum. Thus, the court finds that, to the extent 6 that Berger billed Pinnacle for work performed on the Popeyes 7 cases pertaining to the assumption of the Franchise Agreements 8 after the issuance of the Assumption Memorandum on October 10, 9 2024, (mainly work on the Motion for Reconsideration and the 10 subsequent appeal), that work was neither necessary nor 11 beneficial to the bankruptcy estate, and those billable hours 12 will be excluded from any fee award. 13 That finding extends to work performed by Berger on 14 Pinnacle’s March 7 Plan, which the court has already described as 15 an unconfirmable place-holder plan that still relied on the 16 faulty premise that assumption of the Franchise Agreements was 17 achievable. 18 None of the work described above and for which Berger billed 19 Pinnacle was either beneficial or helpful to the administration 20 of the estates at the time the work was performed. § 330 21 (a)(3)(C). Accordingly, the Berger/Pinnacle Application for fees 22 will be reduced. 23 After review of the billing records, the court has 24 identified the following billing entries as representing work 25 performed between September 6, 2024, through February 24, 2025, 26 which should be excluded or reduced. 27 /// 28 /// 1 1. Business Operations. The total billed for Business 2 Operations is $17,926.50. This amount will be reduced by 3 $3,208.00. 4 2. Case Administration. The total billed for Case 5 Administration is $5,921.00. This amount will be reduced by 6 $64.50. 7 3. Financing. The total billed for Financing is $4,529.50. 8 This amount will be reduced by $64.50. 9 4. Litigation. The total billed for Litigation is 10 $2,413.50. This amount will be reduced by $1,870.50. 11 5. Plan and Disclosure Statement. The total billed for 12 Plan and Disclosure Statement is $15,985.00. This amount will be 13 reduced by $2,188.00. 14 6. The total fee reduction for all four Task Groups listed 15 above is $ 7,395.50. 16 See Appendix B. 17 A total of $7,395.00 will be deducted from the requested 18 amount of $57,427.00, leaving a total of $50,032.00 in 19 compensable fees. There are no remaining retainer funds to apply 20 to the outstanding fees. The court will grant a fee award of 21 $50,032.00 and expense reimbursement in the amount of $1,867.27 22 on an interim basis for a total interim award of $51,899.27. 23 As with the other Applications, whether payment will be 24 authorized at this time will be discussed below. 25 26 D. THE BERGER/TYCO APPLICATION 27 Berger requests interim compensation in the sum of 28 under 11 U.S.C. § 330 and $331 for work performed on 1 behalf of Tyco. Tyco Doc. #453. This amount consists of 2 $15,593.50 in fees and $682.25 in expenses from September 6, 3 2024, through February 24, 2025. Id. 4 Imran Damani, principal for DIP, executed a statement of 5 consent dated February 28, 2025, indicating that Debtor has read 6 the fee application and approves the same. Tyco Doc. #332. The 7 motion is accompanied by (1) the Declaration of Michael Jay 8 Berger, and (2) Exhibits in the form of billing and expense 9 records, resumes of Berger and his firm, and a copy of the order 10 approving Applicant’s employment. Tyco Docs. ##329-30. On March 11 11, 2025, Walter R. Dahl, (“Dahl” or “Trustee”), the Subchapter V 12 Trustee in this case, filed a truncated Opposition to the motion 13 based on the same arguments presented in the Opposition to the 14 Berger/Pinnacle Application. Tyco Doc. #335. 15 The court approved Applicant’s employment by order dated Jun 16 6, 2024. Tyco Doc. #89. According to the moving papers, Applicant 17 was paid a retainer of $20,000.00 prepetition along with 18 $1,738.00 for the Chapter 11 filing fee in the Tyco Case. Tyco 19 Docs. #453, #456. Applicant incurred $14,236.50 in prepetition 20 fees, and that amount plus the filing fee were earned by 21 Applicant and withdrawn from Applicant’s client trust account 22 prior to the filing of the case. Id. The unearned retainer of 23 $5,763.50 remains in Applicant’s trust account. Id. 24 This is Applicant’s second fee application. Tyco Doc. #327. 25 On October 31, 2024, the court entered an order granting the 26 First Interim Fee Application and awarding $20,491.00 in fees and 27 $710.71 in costs. Tyco Doc. #310. After application of the 28 /// 1 retainer balance of $16,179.00, Debtor paid Applicant the balance 2 of $5,022.71 awarded in the First Fee Application. Id. 3 Applicant’s firm provided 103.9 billable hours (plus an 4 additional 14.40 hours not billed) at the following rates, 5 totaling $15,493.50 in fees:

6 Hours Total Fees Professional Rate Billed 7 Michael Jay Berger $645.00 10.40 $6,708.00 8 Sofya Davtyan $595.00 2.90 $1,725.50 Robert Poteete $475.00 12.00 $5,300.00 9 Yathida Nipha $275.00 6.100 $1,677.50 Karine Manvelian $275.00 0.30 $82.50 10 Peter Garza $200.00 0.00 $0.00 11 Total Hours & Fees 31.70 $15,493.50

12 13 Tyco Doc. #330. Applicant also incurred $682.25 in expenses, 14 primarily in the form of postage and photocopying. Id. These 15 combined fees and expenses total $16,275.75. 16 The Trustee opposes this Application for the same reasons 17 set forth in the Opposition to the Berger/Pinnacle Application. 18 Tyco Doc. #462. 19 The same analysis used by the court in calculating the fee 20 reduction for the Berger/Pinnacle Application applies here, 21 though Berger billed Tyco significantly less than Pinnacle. 22 Berger’s services here included, without limitation: asset 23 analysis and recovery; business operations; case administration; 24 claims administration and objections; fee/employment 25 applications; financing; litigation; plan and disclosure 26 statemen; and relief from stay proceedings. Tyco Doc. #330. The 27 court finds these services to be reasonable except for those 28 1 matters pertaining to the motion for reconsideration and appeal 2 and the March 7 Plan. 3 After review of the billing records, the court has 4 identified the following billing entries as representing work 5 performed between September 6, 2024, through February 24, 2025, 6 which should be excluded or reduced. 7 1. Business Operations. The total billed to Tyco for 8 Business Operations is $3,408.00. This amount will be reduced by 9 $64.50. 10 2. Plan and Disclosure Statement. The total billed to Tyco 11 for Plan and Disclosure Statement is $2,384.50. This amount will 12 be reduced by $129.00. 13 3. The total fee reduction for both Task Groups listed 14 above is $193.50. 15 See Appendix C. 16 A total of $193.50 will be deducted from the requested 17 amount of $15,493.50, leaving a total of $15,300.00 in 18 compensable fees. There are no remaining retainer funds to apply 19 to the outstanding fees. The court will grant a fee award of 20 $15,300.00 and expense reimbursement in the amount of $682.25on 21 an interim basis for a total interim award of $15,982.25 22 As with the other Applications, whether payment will be 23 authorized at this time will be discussed below. 24 25 E. THE BERGER/QSR APPLICATION 26 Berger requests interim compensation in the sum of 27 $11,350.16 under 11 U.S.C. § 330 and $331 for work performed on 28 behalf of QSR. QSR Doc. #294. This amount consists of 1 in fees and $620.16 in expenses from September 6, 2024, through 2 February 24, 2025. Id. 3 Imran Damani, principal for DIP, executed a statement of 4 consent dated February 28, 2025, indicating that Debtor has read 5 the fee application and approves the same. QSR Doc. #301. The 6 motion is accompanied by the Declaration of Michael Jay Berger 7 and Exhibits in the form of billing and expense records, resumes 8 of Berger and those in his firm, and a copy of the order 9 approving Applicant’s employment. QSR Docs. ##296-97. 10 On March 11, 2025, Walter R. Dahl, (“Dahl” or “Trustee”), 11 the Subchapter V Trustee in this case, filed a truncated 12 Opposition to the motion based on the same arguments presented in 13 the Opposition to the Berger/Pinnacle Application. QSR Doc. #304. 14 As a threshold matter, the court notes that ordinarily this 15 Application would be denied on procedural grounds for failure to 16 comply with the Local Rules. LBR 9004-2(a)(6), (b)(5), (b)(6), 17 (e)(3), LBR 9014-1(c), and (e)(3) are the rules about Docket 18 Control Numbers (“DCN”). These rules require a DCN to be in the 19 caption page on all documents filed in every matter with the 20 court and each new motion requires a new DCN. The DCN shall 21 consist of not more than three letters, which may be the initials 22 of the attorney for the moving party (e.g., first, middle, and 23 last name) or the first three initials of the law firm for the 24 moving party, and the number that is one number higher than the 25 number of motions previously filed by said attorney or law firm 26 in connection with that specific bankruptcy case. Each separate 27 matter must have a unique DCN linking it to all other related 28 pleadings. 1 On February 3, 2025, the debtor corporation in this Chapter 2 11 Subchapter V case filed its Chapter 11 Small Business Plan 3 using DCN MJB-12. QSR Doc. #272. On February 25, 2025, this 4 Motion for Compensation was filed, also using DCN MJB-12. QSR 5 Doc. #294. Therefore, it does not comply with the local rules. 6 Each separate matter filed with the court must have a different 7 DCN. 8 Nevertheless, because the Three Cases are so intertwined and 9 the fee applications filed by Berger in the other two cases are 10 not procedurally deficient, the court will overlook the 11 procedural error so that all three applications can be dealt with 12 in a single hearing. 13 The court approved Berger’s employment by order dated Jun 6, 14 2024. QSR Doc. #96. According to the moving papers, Berger was 15 paid a retainer of $20,000.00 prepetition along with $1,738.00 16 for the Chapter 11 filing fee. QSR Docs. #272, #297. Berger 17 incurred $11,344 in prepetition fees, and that amount plus the 18 filing fee were earned by Berger and withdrawn from Berger’s 19 client trust account prior to the filing of the case. Id. The 20 unearned retainer of $8,626.00 remained in Berger’s trust 21 account. Id. 22 This is Berger’s second fee application filed in the instant 23 case. QSR Doc. #294. On October 31, 2024, the court entered an 24 order granting the First Interim Fee Application and awarding 25 $40,016.00 in fees and $4,114.29 in costs. QSR Doc. #230. After 26 application of the retainer balance of $8,656.00, Debtor paid 27 Berger the balance of $35,474.29 awarded in the First Fee 28 Application. Id. 1 For this Second Application, Berger’s firm provided 20.00 2 billable hours (plus an additional 7.40 hours not billed) at the 3 following rates, totaling $10,730.00 in fees:

4 Hours Total Fees Professional Rate Billed 5 Michael Jay Berger $645.00 8.60 $5,547.50 6 Sofya Davtyan $595.00 4.10 $2,439.50 Robert Poteete $475.00 4.40 $2,090.00 7 Yathida Nipha $275.00 2.90 $653.50 Karine Manvelian $275.00 0.00 $0.00 8 Peter Garza $200.00 0.00 $0.00 9 Total Hours & Fees 20.00 $10,730.50 10 11 QSR Doc. #453. Berger also incurred $620.16 in expenses, 12 primarily in the form of postage and photocopying. Id. These 13 combined fees and expenses total $11,350.16. 14 The Trustee opposes this Application for the same reasons 15 set forth in the Opposition to the Berger/Pinnacle Application. 16 Tyco Doc. #462. 17 In principle, the same analysis used by the court in 18 calculating the fee reduction for the Berger/Pinnacle Application 19 should apply here. However, after review of the billing records, 20 the court has not identified any billing entries for QSR which 21 should be excluded or reduced. This is because neither the motion 22 for reconsideration/appeal nor the new plan generated any work 23 performed on behalf of QSR for which that Debtor was billed. 24 Accordingly, the fees requested in this Application will not be 25 reduced. 26 Accordingly, the court will grant a fee award of $10,730.50 27 and expense reimbursement in the amount of $620.16 on an interim 28 basis for a total interim award of $11,350.66. 1 As with the other Applications, whether payment will be 2 authorized at this time will be discussed below. 3 4 F. PAYMENT IS NOT AUTHORIZED AT THIS TIME. 5 Notwithstanding the preceding analysis, neither Fox 6 Rothschild nor Berger are entitled to payment of the fees and 7 expense reimbursement awarded at this time. Contemporaneously 8 with the issuance of this Memorandum Opinion, the court issued an 9 order that all three of the Debtor Cases be converted from 10 Chapter 11 Subchapter V to Chapter 7 for liquidation. Such 11 conversion affects fees and expenses awarded on an interim basis 12 by making them Chapter 11 administrative claims subject to 13 priority and subordinate to any administrative claims arising 14 within the Chapter 7 case.

15 Section 726(b) provides that payments specified in certain paragraphs of section 507 (including 16 administrative claims) "shall be made pro rata" among claims of a kind specified in a particular paragraph, 17 except that following conversion to Chapter 7, Chapter 7 administrative claimants shall have priority over 18 other administrative claimants. See 11 U.S.C. § 726(b)(emphasis added). To achieve pro rata 19 distribution among a class of claimants, a court can order those claimants who have received payment during 20 the course of a case to disgorge whatever amount is necessary to equalize the percentage of payments among 21 all creditors in that class. Shaia v. Durrette, Irvin, Lemons & Bradshaw, P.C. (In re Metropolitan Elec. 22 Supply Corp.), 185 B.R. 505, 509-10 (Bankr. E.D. Va. 1995) (collecting cases at footnote 4). 23 Before a court applies section 726(b), property of the 24 debtor must be administered and reduced to cash. To the extent a party has a valid lien on property that was 25 used to produce the cash for the estate, that lien is paid first from the proceeds of the liquidation of that 26 property. United States v. Fed. Deposit Ins. Corp., 899 F. Supp. 50, 54 (D. R.I. 1995) ("Federal bankruptcy law 27 provides that if the property managed by the receiver [trustee] is sold to pay debts, the proceeds of the 28 1 and finally to pay claims enumerated in [section] 726."); Waldschmidt v. Comm'r of I.R.S. (In re 2 Lambdin), 33 B.R. 11, 13 (Bankr. M.D. Tenn. 1983). The remaining funds from the liquidation of that 3 property are distributed to the debtor to the extent he or she has claimed an exemption in it. Lambdin, 33 B.R. 4 at 13. Only the excess remaining after satisfaction of the lien and the exemption is available to pay claims 5 against the estate in accordance with section 726. Id.; see also In re Am. Resources Management Corp., 51 B.R. 6 713, 719 (Bankr. D. Utah 1985)("As a general rule, expenses of administration must be satisfied from 7 assets of the estate not subject to liens. . . . Only surplus proceeds are available for distribution to 8 creditors of the estate and administrative claimants. Therefore, absent equity in the collateral, 9 administrative claimants cannot look to encumbered property to provide a source of payment for their 10 c laims.")(emphasis added). Rus, Miliband & Smith, APC v. Yoo (In re Dick Cepek, 11 12 Inc.)(“Cepek”), 339 B.R. 730, 736-37 (B.A.P. 9th Cir. 2006). 13 Cepek was primarily concerned with the question of whether an 14 attorney who represents a Chapter 11 debtor on retainer retains a 15 security interest in the retainer after conversion to Chapter 7, 16 an issue which may yet become relevant as the cases progress 17 through Chapter 7 but it not yet ripe for consideration. 18 What is relevant to the applications before the court is the 19 fact that any fees and expenses awarded to Fox Rothschild and/or 20 Berger on an interim basis, either through the instant 21 applications or through prior awards, are administrative 22 expenses. 11 U.S.C. § 503(b)(2). And after conversion from 23 Chapter 11 to Chapter 7, any interim fee/expense awards are 24 subordinate in priority to any future Chapter 7 administrative 25 expenses, and that all pre-conversion Chapter 11 expenses will be 26 subject to pro rata distribution if the Chapter 7 estate cannot 27 pay them all in full. 11 U.S.C. § 726(b). 28 /// 1 Thus, while the court is prepared to grant the Fee 2 Applications on an interim basis (subject to the deductions and 3 exclusions outlined above), the court will not order that any of 4 the Three Debtors or their estates pay those fees and expenses 5 until it is made clear after notice and a hearing that there are 6 sufficient post-liquidation funds to pay the fees in full. If 7 there are not sufficient funds to pay the attorney fees in full, 8 then the fee/expense awards to Fox Rothschild and Berger will be 9 paid on a pro rata basis pursuant to a future order of the court. 10 The court may elect to revisit the issue of disgorgement at that 11 time as required by law. 12 13 III. 14 CONCLUSION 15 Based on the foregoing analysis, it is the ruling of this 16 court that Fox Rothschild and Berger shall be awarded fees and 17 expenses on an interim basis as follows: 18 1. The Fee Application of Fox Rothschild [Pinnacle Doc. 19 429; Pinnacle DCN KCO-06] is GRANTED as modified. Fox Rothschild 20 shall be awarded attorneys’ fees in the amount of $134,518.50 and 21 expense reimbursement in the amount of $5,112.92 on an interim 22 basis for a total interim award of $139,631.42. 23 2. The Berger/Pinnacle Fee Application [Pinnacle Doc. 24 #453; Pinnacle DCN MJB-16] is GRANTED as modified. Berger shall 25 be awarded attorneys’ fees in the amount $50,032.00 and expense 26 reimbursement in the amount of $1,867.27 on an interim basis for 27 a total interim award of $51,899.27. 28 /// 1 3. The Berger/Tyco Fee Application [Tyco Doc. #453; Tyco 2 DCN MJB-13] is GRANTED as modified. Berger shall be awarded 3 attorneys’ fees in the amount of $15,300.00 and expense 4 reimbursement in the amount of $682.25 on an interim basis for a 5 | total interim award of $15,982.25. 6 4, The Berger/QSR Fee Application [QSR Doc. #294; QSR DCN 7 MJB-12] is GRANTED as modified. Berger shall be awarded 8 attorneys’ fees in the amount of $10,730.50 and expense 9 | reimbursement in the amount of $620.16 on an interim basis for a 10 total interim award of $11,350.66. 11 5. No payments shall be made on any of these interim 12 awards until further order of the court. 13 6. The court reserves judgment on the necessity of any 14 | professional to disgorge some or all of any awarded and paid 15 fees. 16 Fox Rothschild and Berger to prepare orders consistent with 17 this opinion. 18 19 Dated: Apr 04, 2025 By the Court 20 a“ ené Lastreto II, Judge 22 United States Bankruptcy Court 23 24 25 26 27 28

1 APPENDIX A 2 FOX ROTHSCHILD FEE REDUCTIONS AND EXCLUSIONS 3 B185 Assumption/Rejection. 4 Total Billed for B185 Tasks = $143,149.00 5 Total Reduction = $47,170.50 6 Date Name Hours Billed Reduction 7 10/14/24 Owens 0.7 $626.50 $626.50 Owens 1.0 $895.00 $895.00 8 Tractenberg 0.6 $576.00 $576.00 Tractenberg 0.6 $576.00 $576.00 9 10/15/24 Owens 0.3 $268.50 $268.50 Tractenberg 0.5 $480.00 $480.00 10 Tractenberg 0.7 $672.00 $672.00 10/16/24 Owens 0.2 $179.00 $179.00 11 Tractenberg 0.3 $288.00 $288.00 12 10/17/24 Owens 0.4 $358.00 $358.00 Trachtenberg 0.4 $384.00 $384.00 13 Tractenberg 0.6 $576.00 $576.00 10/18/24 Owens 0.2 $179.00 $179.00 14 Tractenberg 1.6 $1,536.00 $1,536.00 10/20/24 Tractenberg 0.2 $192.00 $192.00 15 10/21/24 Tractenberg 1.8 $1,728.00 $1,728.00 10/22/24 Owens 0.8 $716.00 $716.00 16 Owens 0.9 $805.50 $805.50 Tractenberg 5.1 $4,896.00 $4,896.00 17 10/23/24 Tractenberg 2.7 $2,592.00 $2,592.00 10/24/24 Owens 2.4 $2,148.00 $2,148.00 18 Owens 0.4 $358.00 $358.00 Owens 0.9 $805.50 $805.50 19 Owens 0.5 $447.50 $447.50 Tractenberg 0.4 $384.00 $384.00 20 Tractenberg 0.1 $96.00 $96.00 Tractenberg 3.2 $3,072.00 $3,072.00 21 11/26/24 Owens 0.2 $179.00 $179.00 12/4/24 Tractenberg 0.7 $672.00 $672.00 22 12/5/24 Goyal 1.1 $484.00 $484.00 Goyal 0.9 $396.00 $396.00 23 Goyal 0.5 $220.00 $220.00 24 Owens 0.3 $268.50 $268.50 Tractenberg 0.9 $864.00 $864.00 25 12/6/24 Goyal 1.5 $660.00 $660.00 Goyal 0.5 $220.00 $220.00 26 Tractenberg 0.7 $672.00 $672.00 12/7/24 Goyal 1.2 $528.00 $528.00 27 Tractenberg 0.7 $672.00 $672.00 12/8/24 Tractenberg 1.2 $1,152.00 $1,152.00 28 12/9/24 Owens 0.4 $358.00 $358.00 1 12/10/24 Owens 0.6 $537.00 $537.00 Owens 1.5 $1,342.00 $1,342.00 2 Tractenberg 1.1 $1,056.00 $1,056.00 12/13/24 Tractenberg 0.4 $384.00 $384.00 3 12/16/24 Tractenberg 0.5 $480.00 $480.00 Tractenberg 0.1 $96.00 $96.00 4 12/17/24 Tractenberg 0.7 $672.00 $672.00 Tractenberg 0.6 $576.00 $576.00 5 12/19/24 Owens 0.2 $179.00 $179.00 Owens 0.2 $179.00 $179.00 6 Owens 0.4 $358.00 $358.00 12/20/24 Tractenberg 0.4 $384.00 $384.00 7 Tractenberg 0.7 $672.00 $672.00 12/26/24 Owens 0.1 $89.50 $89.50 8 12/27/24 Owens 0.3 $268.00 $268.00 9 Owens 0.1 $89.50 $89.50 12/30/24 Owens 0.7 $626.00 $626.00 10 12/31/24 Owens 0.2 $179.00 $179.00 Owens 0.5 $447.50 $447.50 11 Tractenberg 0.4 $384.00 $384.00 TOTAL REDUCTION $47,170.50 12 13 B190 Other Contested Matters 14 Total Billed for B190 Tasks = $34,368.00 15 Total Reduction = $1,152.00 16 Date Name Hours Billed Reduction 17 12/29/24 Tractenberg 0.8 $768.00 $768.00 12/31/24 Tractenberg 0.4 $384.00 $384.00 18 TOTAL REDUCTION $1,152.00

19 20 B320 Plan and Disclosure Statement. 21 Includes some matters pertaining to Motion to Reconsider 22 Total Billed for B320 Tasks = $7,634.50 23 Total Reduction = $1,248.00

24 Date Name Hours Billed Reduction 11/15/24 Tractenberg 0.1 $96.00 $96.00 25 12/17/24 Tractenberg 0.5 $480.00 $480.0 12/30/24 Tractenberg 0.7 $672.00 $672.00 26 TOTAL REDUCTION $1,248.00

28 1 APPENDIX B 2 BERGER/PINNACLE FEE REDUCTIONS AND EXCLUSIONS 3 Business Operations 4 Total Billed for Business Operations = $17,926.50 5 Total Reduction = $3,208.00 6 Date Name Hours Billed Reduction 7 10/11/24 MJB 0.70 $451.50 $451.50 MJB 0.20 $129.00 $129.00 8 10/13/24 MJB 0.10 $64.50 $64.50 10/14/24 SD 0.10 $64.50 $64.50 9 MJB 0.70 $451.50 $451.50 10/19/24 MJB 0.10 $64.50 $64.50 10 10/24/24 MJB 0.20 $129.00 $129.00 MJB 0.20 $129.00 $129.00 11 12/20/24 MJB 0.60 $387.00 $387.00 12 MJB 0.20 $129.00 $129.00 MJB 0.60 $387.00 $387.00 13 12/27/24 MJB 0.40 $258.00 $258.00 12/30/24 MJB 0.20 $129.00 $129.00 14 1/10/25 MJB 0.30 $193.50 $129.00 1/20/25 MJB 1.70 $1,096.50 $129.00 15 1/20/25 MJB 0.10 $64.50 $64.50 1/21/25 RP 0.10 $47.50 $47.50 16 1/21/25 MJB 0.50 $322.50 $64.50 TOTAL REDUCTION $3208.00 17 18 Case Administration 19 Total Billed for Case Administration = $5,921.00 20 Total Reduction = $64.50 21 Date Name Hours Billed Reduction 22 2/21/25 MJB 0.10 $64.50 $64.50 TOTAL REDUCTION $64.50 23 24 Financing 25 Total Billed for Financing = $4,529.50 26 Total Reduction = $64.50 27 Date Name Hours Billed Reduction 28 1 Litigation 2 Total Billed for Litigation = $2,413.50 3 Total Reduction = $1,870.50 4 Date Name Hours Billed Reduction 5 10/14/24 MJB 0.10 $64.50 $64.50 12/30/24 MJB 0.60 $387.00 $387.00 6 1/9/25 MJB 0.10 $64.50 $64.50 1/10/25 MJB 0.10 $64.50 $64.50 7 2/3/25 MJB 0.10 $64.50 $64.50 2/4/25 MJB 0.10 $64.50 $64.50 8 2/7/25 MJB 0.10 $64.50 $64.50 MJB 0.10 $64.50 $64.50 9 MJB 1.00 $645.00 $645.00 10 2/17/25 MJB 0.30 $193.50 $193.50 2/18/25 MJB 0.10 $64.50 $64.50 11 2/19/25 MJB 0.10 $64.50 $64.50 MJB 0.10 $64.50 $64.50 12 TOTAL REDUCTION $1,870.50

13 Plan and Disclosure Statement 14 Total Billed for Plan and Disclosure Statement = $15,985.00 15 Total Reduction = $2,188.00 16

17 Date Name Hours Billed Reduction 10/12/24 MJB 0.30 $193.50 $193.50 18 10/14/24 MJB 0.50 $387.00 $387.00 12/16/24 MJB 0.50 $323.50 $129.00 19 2/5/25 MJB 0.10 $64.50 $64.50 2/6/24 MJB 0.50 $322.50 $322.50 20 MJB 0.10 $64.50 $64.50 MJB 0.10 $64.50 $64.50 21 MJB 0.10 $64.50 $64.50 MJB 0.40 $258.00 $258.00 22 2/7/24 MJB 0.20 $129.00 $129.00 2/10/24 MJB 0.30 $193.50 $193.50 23 2/17/24 SD 0.10 $59.50 $59.50 MJB 0.10 $64.50 $64.50 24 MJB 0.20 $129.00 $129.00 2/24 MJB 0.10 $64.50 $64.50 25 TOTAL REDUCTION $2,188.00 26

27 28 1 APPENDIX C 2 BERGER/TYCO FEE REDUCTIONS AND EXCLUSIONS 3 Business Operations 4 Total Billed for Business Operations = $3,408.00 5 Total Reduction = $64.50 6 Date Name Hours Billed Reduction 7 10/24/24 MJB 0.10 $64.50 $64.50 TOTAL REDUCTION $64.50 8 9 Plan and Disclosure Statement 10 Total Billed for Plan and Disclosure Statement = $2,384.50 11 Total Reduction = $129.00 12 Date Name Hours Billed Reduction 13 2/8/25 MJB 0.10 $64.50 $64.50 2/21/25 MJB 0.10 $64.50 $64.50 14 TOTAL REDUCTION $129.00

17 18 19 20 21 22 23 24 25 26 27 28 1 Instructions to Clerk of Court Service List - Not Part of Order/Judgment 2

3 The Clerk of Court is instructed to send the Order/Judgment or other court generated document transmitted herewith to the 4 parties below. The Clerk of Court will send the Order via the BNC or, if checked , via the U.S. mail. 5

6 Pinnacle Foods of California LLC Tyco Group, LLC 7 California QSR Management, Inc. 764 P. St., Ste. 105 8 Fresno, CA 93721

9 Walter R. Dahl 8757 Auburn Folsom Rd #2820 10 Granite Bay, CA 95746-2820

11 Office of the U.S. Trustee United States Courthouse 12 2500 Tulare Street, Room 1401 Fresno, CA 93721 13 Michael Jay Berger 14 Law Office of Michael J. Berger 9454 Wilshire Blvd 6th Fl 15 Beverly Hills, CA 90212-2929

16 Hagop T. Bedoyan McCormick Barstow 17 7647 N. Fresno Street Fresno, CA 93720 18 Glenn Moses 19 Venable, LLP 801 Brickell Avenue, Suite 1500 20 Miami, FL 33131

21 Craig R. Tractenberg Fox Rothschild LLP 22 2000 Market St 20 Floor Philadelphia PA 19103 23 24 25 26 27 28