United States Securities and Exchange Commission v. Western International Securities, Inc.

Opinion

1 MORGAN, LEWIS & BOCKIUS LLP UNITED STATES SECURITIES Joseph E. Floren, Bar No. 168292 AND EXCHANGE COMMISSION 2 joseph.floren@morganlewis.com One Market Street Ariella O. Guardi (pro hac vice) 3 Spear Street Tower guardia@sec.gov San Francisco, CA 94105-1596 Timothy Leiman (pro hac vice) 4 Telephone: (415) 442-1391 leimant@sec.gov Fax: (213) 612-2501 Charles J. Kerstetter (pro hac vice) 5 kerstetterc@sec.gov MORGAN, LEWIS & BOCKIUS LLP Jonathan A. Epstein (pro hac vice) 6 G. Jeffrey Boujoukos (pro hac vice) epsteinjo@sec.gov jeff.boujoukos@morganlewis.com 175 West Jackson Blvd., Suite 1450 7 1701 Market Street Chicago, Illinois 60604 Philadelphia, PA 19103-2921 Telephone: (312) 353-7390 8 Telephone: (215) 963-5000 Facsimile: (312) 353-7398 Fax: (215) 963-5001 Donald W. Searles (Cal. Bar No. 9 135705) MORGAN, LEWIS & BOCKIUS LLP searlesd@sec.gov 10 Jason S. Pinney (pro hac vice) 444 S. Flower Street, Suite 900 jason.pinney@morganlewis.com Los Angeles, California 90071 11 Andrew M. Buttaro (pro hac vice) Telephone: (323) 965-3998 andrew.buttaro@morganlewis.com Facsimile: (213) 443-1904 12 One Federal Street Boston, MA 02110-1726 13 Telephone: (617) 341-7700 Attorneys for Plaintiff United States Fax: (617) 341-7701 Securities and Exchange Commission 14 Attorneys for Defendant SECURITIES, INC. 16 MURPHY COOKE LLP 17 Patrick T. Murphy, #178189 (patrick@murphycooke.com) 18 Christopher Cooke, #142342 (ccooke@murphycooke.com) 19 533 Airport Blvd., Suite 400 Burlingame, CA 94010 20 Tel: (650) 401-2220

Jeffrey K. Compton, #142969 22 (jcompton@mzclaw.com) Nathan Smith, #279124 23 (nsmith@mzclaw.com) 17383 W. Sunset Blvd., Suite A-380 24 Pacific Palisades, CA 90272 Tel: (310) 454-5900 25 Attorneys for Defendants ANDY GITIPITYAPON, STEVEN

28 CENTRAL DISTRICT OF CALIFORNIA 2 3 4 UNITED STATES SECURITIES AND Case No. 2:22-cv-04119-WLH-JC EXCHANGE COMMISSION, 5

Plaintiff, 6 AMENDED STIPULATED 7 v. PROTECTIVE ORDER 8 W SEE CS UT RE IR TN IE I SN , T INE CR .N , NAT AI NO CN YA CL OLE, 9 P GA ITT IR PII TC YK A E PG OA NN , , S A TN EVD EY N GRAHAM, [ TC OH PA AN RG AE GS R M AA PD HE S B 3 Y & C 5O .4U (BR )]T and THOMAS SWAN, 10

Defendants. 11 12 13

28 1 1. 3 Discovery in this action is likely to involve production of confidential, 4 proprietary, or private information for which special protection from public 5 disclosure and from use for any purpose other than prosecuting this litigation may be 6 warranted. Accordingly, Plaintiff United States Securities and Exchange 7 Commission (“SEC”), Defendants Western International Securities, Inc. (“WIS”), 8 Nancy Cole, Patrick Egan, Andy Gitipityapon, Steven Graham, and Thomas Swan 9 (“Individual Defendants”) (collectively, the “Parties”) hereby stipulate to and 10 petition the court to enter the following Stipulated Protective Order (“Order”). The 11 Parties acknowledge that this Order does not confer blanket protections on all 12 disclosures or responses to discovery and that the protection it affords from public 13 disclosure and use extends only to the limited information or items that are entitled 14 to confidential treatment under the applicable legal principles. 16 This action is likely to involve trade secrets, customer and pricing lists and 17 other valuable research, development, commercial, financial, technical and/or 18 proprietary information for which special protection from public disclosure and from 19 use for any purpose other than prosecution of this action is warranted. Such 20 confidential and proprietary materials and information consist of, among other 21 things, confidential business or financial information, information regarding 22 confidential business practices, or other confidential research, development, or 23 commercial information (including information implicating privacy rights of third 24 parties), information otherwise generally unavailable to the public, or which may be 25 privileged or otherwise protected from disclosure under state or federal statutes, court 26 rules, case decisions, or common law. Accordingly, to expedite the flow of 27 information, to facilitate the prompt resolution of disputes over confidentiality of 28 discovery materials, to adequately protect information the parties are entitled to keep 1 confidential, to ensure that the parties are permitted reasonable necessary uses of 2 such material in preparation for and in the conduct of trial, to address their handling 3 at the end of the litigation, and serve the ends of justice, a protective order for such 4 information is justified in this matter. It is the intent of the parties that information 5 will not be designated as confidential for tactical reasons and that nothing be so 6 designated without a good faith belief that it has been maintained in a confidential, 7 non-public manner, and there is good cause why it should not be part of the public 8 record of this case. 9 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER SEAL 10 11 The Parties further acknowledge, as set forth in Section 13.3, below, that this 12 Order does not entitle them to file confidential information under seal; Local Civil 13 Rule 79-5 sets forth the procedures that must be followed and the standards that will 14 be applied when a Party seeks permission from the court to file material under seal. 15 There is a strong presumption that the public has a right of access to judicial 16 proceedings and records in civil cases. In connection with non-dispositive motions, 17 good cause must be shown to support a filing under seal. See Kamakana v. City and 18 County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. Motors 19 Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, 20 Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders 21 require good cause showing), and a specific showing of good cause or compelling 22 reasons with proper evidentiary support and legal justification, must be made with 23 respect to Protected Material that a party seeks to file under seal. The parties’ mere 24 designation of Disclosure or Discovery Material as CONFIDENTIAL does not— 25 without the submission of competent evidence by declaration, establishing that the 26 material sought to be filed under seal qualifies as confidential, privileged, or 27 otherwise protectable—constitute good cause.

28 1 Further, if a party requests sealing related to a dispositive motion or trial, then 2 compelling reasons, not only good cause, for the sealing must be shown, and the 3 relief sought shall be narrowly tailored to serve the specific interest to be protected. 4 See Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 2010). For each 5 item or type of information, document, or thing sought to be filed or introduced under 6 seal in connection with a dispositive motion or trial, the party seeking protection must 7 articulate compelling reasons, supported by specific facts and legal justification, for 8 the requested sealing order. Again, competent evidence supporting the application to 9 file documents under seal must be provided by declaration. 10 Any document that is not confidential, privileged, or otherwise protectable in 11 its entirety will not be filed under seal if the confidential portions can be redacted. If 12 documents can be redacted, then a redacted version for public viewing, omitting only 13 the confidential, privileged, or otherwise protectable portions of the document, shall 14 be filed. Any application that seeks to file documents under seal in their entirety 15 should include an explanation of why redaction is not feasible. 16 2. DEFINITIONS 17 2.1 Action: the civil enforcement action captioned SEC v. Western Int'l 18 Securities, Inc., et al., Case No. 2:22-cv-04119-WLH-JC (C.D. Cal.). 19 2.2 Challenging Party: a Party or Non-Party that challenges the designation 20 of information or items under this Order. 21 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 22 how it is generated, stored or maintained) or tangible things that qualify for protection 23 under Federal Rule of Civil Procedure 26(c), and as specified above in the Good 24 Cause Statement. 25 2.4 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” 26 Information or Items: extremely sensitive “CONFIDENTIAL” Information or Items, 27 the disclosure of which to another Party or Non-Party would create a substantial risk 28 of serious harm that could not be avoided by less restrictive means. 1 2.5 Counsel: Outside Counsel of Record and House Counsel (as well as 2 their support staff). 3 2.6 Designating Party: a Party or Non-Party that designates information or 4 items that it produces in disclosures or in responses to discovery as 5 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 6 ONLY.” 7 2.7 Disclosure or Discovery Material: all items or information, regardless 8 of the medium or manner in which it is generated, stored, or maintained (including, 9 among other things, testimony, transcripts, and tangible things), that are produced or 10 generated in disclosures or responses to discovery in this matter, as well as all 11 documents or information that were produced or generated by WIS or the Individual 12 Defendants in connection with the SEC investigation captioned In the Matter of 13 GWG Holdings, Inc. (C-8693) (“Investigation Material”).) 14 2.8 Expert: a person with specialized knowledge or experience in a matter 15 pertinent to the litigation who has been retained by a Party or its counsel to serve as 16 an expert witness or as a consultant in this Action. 17 2.9 House Counsel: attorneys who are employees of a party to this Action. 18 House Counsel does not include Outside Counsel of Record or any other outside 19 counsel. 20 2.10 Non-Party: any natural person, partnership, corporation, association, or 21 other legal entity not named as a Party to this Action. 22 2.11 Outside Counsel of Record: attorneys who are not employees of a party 23 to this Action but are retained to represent or advise a party to this Action and have 24 appeared in this Action on behalf of that party or are affiliated with a law firm that 25 has appeared on behalf of that party, and includes support staff. 26 2.12 Party: any Party to this Action, including all of its officers, directors, 27 employees, consultants, retained experts, Commissioners, and Counsel of Record 28 (and their support staffs). 1 2.13 Producing Party: a Party or Non-Party that produces Disclosure or 2 Discovery Material in this Action. 3 2.14 Professional Vendors: persons or entities that provide litigation support 4 services (e.g., photocopying, videotaping, translating, preparing exhibits or 5 demonstrations, and organizing, storing, or retrieving data in any form or medium) 6 and their employees and subcontractors. 7 2.15 Protected Material: any Disclosure or Discovery Material that is 8 designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – 9 ATTORNEYS’ EYES ONLY.” 10 2.16 Receiving Party: a Party that receives Disclosure or Discovery Material from 11 a Producing Party. 12 3. SCOPE 13 The protections conferred by this Stipulation and Order cover not only 14 Protected Material (as defined above), but also (1) any information copied or 15 extracted from Protected Material; (2) all copies, excerpts, summaries, or 16 compilations of Protected Material; and (3) any deposition testimony, conversations, 17 or presentations by Parties or their Counsel that might reveal Protected Material other 18 than during a court hearing or at trial. Nothing in this Order shall be construed to 19 limit any Producing Party’s use or disclosure, outside the context of this litigation, of 20 its own produced documents or information that are subject to this Order. 21 Any use of Protected Material during a court hearing or at trial shall be 22 governed by the orders of the presiding judge. This Order does not govern the use of 23 Protected Material during a court hearing or at trial. 24 4. DURATION 25 Even after final disposition of this litigation, the confidentiality obligations 26 imposed by this Order shall remain in effect until a Designating Party agrees 27 otherwise in writing or a court order otherwise directs. Final disposition shall be 28 deemed to be the later of (1) dismissal of all claims and defenses in this Action, 1 with or without prejudice; and (2) final judgment herein after the completion and 2 exhaustion of all appeals, rehearings, remands, trials, or reviews of this Action, 3 including the time limits for filing any motions or applications for extension of time 4 pursuant to applicable law. 5 5. DESIGNATING PROTECTED MATERIAL 6 5.1 Confidential Information. A Party or Non-Party shall designate as 7 CONFIDENTIAL only such information that the Designating Party in good faith 8 believes in fact is confidential. Information and documents that may be designated 9 as CONFIDENTIAL include, but are not limited to, personal identifying information, 10 personal information that is protected by law, non-public information related to 11 criminal or regulatory matters, and other sensitive information that, if not restricted 12 as set forth in this order, may subject persons to potential injury or liability. 13 5.2 Non-Confidential Information. CONFIDENTIAL information shall 14 NOT include information that (a) is in the public domain at the time of disclosures, 15 as evidenced by a written document; (b) becomes part of the public domain through 16 no fault of the recipient, as evidenced by a written document; (c) the Receiving Party 17 can show by written document was in its rightful and lawful possession at the time 18 of disclosure; (d) lawfully comes into the recipient’s possession subsequent to the 19 time of disclosure from another source without restriction as to disclosure, provided 20 such third party as the right to make the disclosure to the Receiving Party. 21 5.3 Exercise of Restraint and Care in Designating Material for Protection. 22 Each Party or Non-Party that designates information or items for protection under 23 this Order must take care to limit any such designation to specific material that 24 qualifies under the appropriate standards. Mass, indiscriminate, or routinized 25 designations are prohibited. If it comes to a Designating Party’s attention that 26 information or items that it designated for protection do not qualify for protection, 27 that Designating Party must promptly notify all other Parties that it is withdrawing 28 the inapplicable designation. 1 5.4 Manner and Timing of Designations. Except as otherwise provided in 2 this Order (see, e.g., section 5.5 below), or as otherwise stipulated or ordered, 3 Disclosure or Discovery Material that qualifies for protection under this Order must 4 be clearly so designated before the material is disclosed or produced, except for the 5 Investigation Material, which can be designated at a later date. 6 Designation in conformity with this Order requires: 7 (a) For information in documentary form (e.g., paper or electronic 8 documents, but excluding transcripts of depositions or other pretrial or trial 9 proceedings), that the Producing Party affix the legend “CONFIDENTIAL” or 10 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” to each page that 11 contains protected material. 12 (b) for testimony given in depositions, that the Designating Party identifies 13 all protected testimony. 14 (c) for information produced in some form other than documentary and for 15 any other tangible items, that the Producing Party affix in a prominent place on the 16 exterior of the container or containers in which the information is stored the legend 17 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 18 ONLY.” 19 5.5 Inadvertent Failures to Designate. If timely corrected, an inadvertent 20 failure to designate qualified information or items does not, standing alone, waive 21 the Designating Party’s right to secure protection under this Order for such material. 22 Upon timely correction of a designation, the Receiving Party must make reasonable 23 efforts to assure that the material is treated in accordance with the provisions of this 24 Order. 25 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 26 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 27 designation of confidentiality at any time that is consistent with the Court’s 28 Scheduling Order. Unless a prompt challenge to a Designating Party’s confidentiality 1 designation is necessary to avoid foreseeable, substantial unfairness, unnecessary 2 economic burdens, or a significant disruption or delay of the Action, a Party does not 3 waive its right to challenge a confidentiality designation by electing not to mount a 4 challenge promptly after the original designation is disclosed. 5 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 6 resolution process under Local Rule 37-1 et seq. 7 6.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 8 joint stipulation pursuant to Local Rule 37-2. 9 6.4 The burden of persuasion in any such challenge proceeding shall be on 10 the Designating Party. Frivolous challenges, and those made for an improper purpose 11 (e.g., to harass or impose unnecessary expenses and burdens on other parties) may 12 expose the Challenging Party to sanctions. Unless the Designating Party has waived 13 or withdrawn the confidentiality designation, all parties shall continue to afford the 14 material in question the level of protection to which it is entitled under the Producing 15 Party’s designation until the Court rules on the challenge. 16 7. ACCESS TO AND USE OF PROTECTED MATERIAL 17 7.1 Basic Principles. 18 (a) A Receiving Party may use Protected Material that is disclosed or 19 produced by another Party or by a Non-Party in connection with this Action only for 20 prosecuting, defending, or attempting to settle this Action. Such Protected Material 21 may be disclosed only to the categories of persons and under the conditions described 22 in this Order. When the Action has been terminated, a Receiving Party must comply 23 with the provisions of section 14 below (FINAL DISPOSITION). 24 (b) Protected Material must be stored and maintained by a Receiving Party 25 at a location and in a secure manner that ensures that access is limited to the persons 26 authorized under this Order. 27 (c) To the extent that Protected Material includes the name or address of a 28 broker-dealer other than Western International Securities, Inc., the name of that 1 broker-dealer is itself deemed Protected Material and will be afforded the protections 2 described herein. 3 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 4 otherwise ordered by the court, permitted by law, necessary to comply with the order 5 of a court of competent jurisdiction, permitted in writing by the Designating Party, 6 or otherwise authorized herein, a Receiving Party may disclose any information or 7 item designated “CONFIDENTIAL” only to: 8 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well 9 as employees of said Outside Counsel of Record to whom it is reasonably necessary 10 to disclose the information for this Action; 11 (b) the SEC staff and Commissioners to whom disclosure is reasonably 12 necessary for this Action; 13 (c) the officers, directors, employees (including House Counsel) of the 14 Receiving Party to whom disclosure is reasonably necessary for this Action; 15 (d) Experts (as defined in this Order) of the Receiving Party to whom 16 disclosure is reasonably necessary for this Action and who have signed the 17 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 18 (e) the court and its personnel; 19 (f) court reporters and their staff; 20 (g) professional jury or trial consultants, mock jurors, and Professional 21 Vendors to whom disclosure is reasonably necessary for this Action and who have 22 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 23 (h) the author or recipient of a document containing the information or a 24 custodian or other person who otherwise possessed or knew the information; 25 (i) during their depositions, witnesses, and attorneys for witnesses, in the 26 Action to whom disclosure is reasonably necessary provided: (1) the deposing party 27 requests that the witness sign the form attached as Exhibit 1 hereto; and (2) they will 28 not be permitted to keep any confidential information unless they sign the 1 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 2 agreed by the Designating Party or ordered by the court. Pages of transcribed 3 deposition testimony or exhibits to depositions that reveal Protected Material may be 4 separately bound by the court reporter and may not be disclosed to anyone except as 5 permitted under this Stipulated Protective Order; 6 (j) any mediator or settlement officer, and their supporting personnel, 7 mutually agreed upon by any of the parties engaged in settlement discussions; and 8 (k) any person who is called, or whom counsel for a Party in good faith 9 believes may be called, to testify at trial in this Action and who has signed the 10 “Acknowledgment and Agreement to Be Bound” (Exhibit A). 11 7.3 Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 12 ONLY” Information or Items. Unless otherwise ordered by the court, necessary to 13 comply with the order of a court of competent jurisdiction, permitted in writing by 14 the Designating Party, or otherwise authorized herein, a Party may disclose any 15 information or item designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ 16 EYES ONLY” only to: 17 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well 18 as employees of said Outside Counsel of Record to whom it is reasonably necessary 19 to disclose the information for this Action; 20 (b) one individual House Counsel from Western International Securities, 21 Inc.; 22 (c) the SEC staff and Commissioners to whom disclosure is reasonably 23 necessary for this Action; 24 (d) Experts (as defined in this Order) to whom disclosure is reasonably 25 necessary for this Action and who have signed the “Acknowledgement and 26 Agreement to be Bound” (Exhibit A); 27 (e) the court and its personnel; 28 1 (f) private court reporters and their staff to whom disclosure is reasonably 2 necessary for this Action and who have signed the “Acknowledgment and Agreement 3 to Be Bound” (Exhibit A); and 4 (g) the author or recipient of a document containing the information or a 5 custodian or other person who otherwise possessed or knew the information. 6 8. SEC USES OF PROTECTED MATERIAL 7 Notwithstanding anything in this Order to the contrary, this Order does not: 8 (a) apply to any documents, testimony, or other information produced to 9 or received by the SEC during its pre-filing investigation or other examinations or 10 investigations, including documents previously marked as “CONFIDENTIAL” or 11 “CONFIDENTIAL — FOIA EXEMPT,” unless (i) the SEC now designates the 12 information as Protected Material under this Order, or (ii) the original producing 13 party now designates material they provided to the SEC as CONFIDENTIAL or 14 HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY under this Order; 15 (b) limit or restrict the retention, use, or disclosure of CONFIDENTIAL or 16 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” information for any 17 of the “Routine Uses of Information” identified in SEC Form 1662 (“Supplemental 18 Information for Persons Requested to Supply Information Voluntarily or Directed 19 to Supply Information Pursuant to a Commission Subpoena”), or as required for 20 law enforcement activities or to otherwise regulate, administer, or enforce the 21 federal securities laws; or 22 (c) limit or restrict the retention, use, or disclosure of CONFIDENTIAL or 23 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” information to the 24 extent the SEC or its staff determines that such retention, use, or disclosure is 25 required by the Freedom of Information Act, 5 U.S.C. § 552, et seq., or to fulfill the 26 SEC’s recordkeeping, governmental reporting, or archival obligations. 27 28 1 9. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 3 If a Party is served with a subpoena or a court order issued in other litigation 4 that compels disclosure of any information or items designated in this Action as 5 “CONFIDENTIAL,” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 6 ONLY” that Party must: 7 (a) promptly notify in writing the Designating Party. Such notification shall 8 include a copy of the subpoena or court order; 9 (b) promptly notify in writing the party who caused the subpoena or order 10 to issue in the other litigation that some or all of the material covered by the subpoena 11 or order is subject to this Protective Order. Such notification shall include a copy of 12 this Stipulated Protective Order; and 13 (c) cooperate with respect to all reasonable procedures sought to be pursued 14 by the Designating Party whose Protected Material may be affected. 15 If the Designating Party timely seeks a protective order, the Party served with 16 the subpoena or court order shall not produce any information designated in this 17 action as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ 18 EYES ONLY” before a determination by the court from which the subpoena or order 19 issued, unless the Party has obtained the Designating Party’s permission. The 20 Designating Party shall bear the burden and expense of seeking protection in that 21 court of its confidential material and nothing in these provisions should be construed 22 as authorizing or encouraging a Receiving Party in this Action to disobey a lawful 23 directive from another court. 24 10. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 26 (a) The terms of this Order are applicable to information produced by a 27 Non-Party in this Action and designated as “CONFIDENTIAL” or “HIGHLY 28 CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” Such information produced by 1 Non-Parties in connection with this litigation is protected by the remedies and relief 2 provided by this Order. Nothing in these provisions should be construed as 3 prohibiting a Non-Party from seeking additional protections. 4 (b) In the event that a Party is required, by a valid discovery request, to 5 produce a Non-Party’s confidential information in its possession, and the Party is 6 subject to an agreement with the Non-Party not to produce the Non-Party’s 7 confidential information, then the Party shall: 8 (1) promptly notify in writing the Requesting Party and the Non- 9 Party that some or all of the information requested is subject to a 10 confidentiality agreement with a Non-Party; 11 (2) promptly provide the Non-Party with a copy of the Stipulated 12 Protective Order in this Action, the relevant discovery request(s), and a 13 reasonably specific description of the information requested; and 14 (3) make the information requested available for inspection by the 15 Non-Party, if requested. 16 (c) If the Non-Party fails to seek a protective order from this court within 17 14 days of receiving the notice and accompanying information, the Receiving Party 18 may produce the Non-Party’s confidential information responsive to the discovery 19 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 20 not produce any information in its possession or control that is subject to the 21 confidentiality agreement with the Non-Party before a determination by the court. 22 Absent a court order to the contrary, the Non-Party shall bear the burden and expense 23 of seeking protection in this court of its Protected Material. 24 11. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 25 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 26 Protected Material to any person or in any circumstance not authorized under this 27 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 28 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 1 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 2 persons to whom unauthorized disclosures were made of all the terms of this Order, 3 and (d) request such person or persons to execute the “Acknowledgment and 4 Agreement to Be Bound” that is attached hereto as Exhibit A. 5 12. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE PROTECTED MATERIAL 6 7 Pursuant to Federal Rule of Evidence 502(d) and (e), the Parties agree to the 8 following procedure to address the inadvertent disclosure of a communication or 9 information covered by the attorney-client privilege or work product protection. The 10 production of Disclosure or Discovery Material, electronically stored information, or 11 other information, whether inadvertent or otherwise, is not a waiver of the privilege 12 or protection from discovery in this case or in any other federal or state proceeding. 13 This Order shall be interpreted to provide the maximum protection allowed by 14 Federal Rule of Evidence 502(d). 15 The Producing Party must notify the Receiving Party promptly, in writing, 16 upon discovery that privileged or protected information has been produced. Upon 17 receiving written notice from the Producing Party that privileged and/or protected 18 information has been produced, all such information, and all copies thereof, shall be 19 returned to the Producing Party within ten (10) business days of receipt of such notice 20 and the Receiving Party shall not use such information for any purpose until further 21 Order of the Court. The Receiving Party shall also attempt in good faith, to retrieve 22 and return or destroy all copies of the documents in electronic format. 23 The Receiving Party may contest the privilege or protected designation by the 24 Producing Party. However, the Receiving Party may not challenge the privilege or 25 protection claim by arguing that the disclosure itself was a waiver of any privilege or 26 protection. The Challenging Party shall give the Producing Party written notice of 27 the reason it contests the privilege or protected designation. The Challenging Party 28 1 shall seek an order from the court compelling the production of the information 2 within fifteen (15) days of the notice by the Producing Party. 3 13. MISCELLANEOUS 4 13.1 Right to Further Relief. Nothing in this Order abridges the right of any 5 person to seek its modification by the Court in the future. 6 13.2 Right to Assert Other Objections. By stipulating to the entry of this 7 Protective Order, no Party waives any right it otherwise would have to object to 8 disclosing or producing any information or item on any ground not addressed in this 9 Stipulated Protective Order. Similarly, no Party waives any right to object on any 10 ground to use in evidence of any of the material covered by this Protective Order. 11 13.3 Filing Protected Material. A Party that seeks to file under seal any 12 Protected Material must comply with Local Civil Rule 79-5. Protected Material may 13 only be filed under seal pursuant to a court order authorizing the sealing of the 14 specific Protected Material at issue. If a Party’s request to file Protected Material 15 under seal is denied by the court, then the Receiving Party may file the information 16 in the public record unless otherwise instructed by the court. 17 14. FINAL DISPOSITION 18 After the final disposition of this Action, as defined in paragraph 4, within 60 19 days of a written request by the Designating Party, each Receiving Party must return 20 all Protected Material to the Producing Party or destroy such material. As used in this 21 subdivision, “all Protected Material” includes all copies, abstracts, compilations, 22 summaries, and any other format reproducing or capturing any of the Protected 23 Material. Whether the Protected Material is returned or destroyed, the Receiving 24 Party must submit a written certification to the Producing Party (and, if not the same 25 person or entity, to the Designating Party) by the 60 day deadline that (1) identifies 26 (by category, where appropriate) all the Protected Material that was returned or 27 destroyed and (2) affirms that the Receiving Party has not retained any copies, 28 abstracts, compilations, summaries or any other format reproducing or capturing any 1 of the Protected Material. Notwithstanding this provision, Counsel are entitled to 2 retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 3 transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 4 reports, attorney work product, and consultant and expert work product, even if such 5 materials contain Protected Material. Any such archival copies that contain or 6 constitute Protected Material remain subject to this Protective Order as set forth in 7 Section 4 (DURATION). 8 15. VIOLATION 9 Any violation of this Order may be punished by appropriate measures 10 including, without limitation, contempt proceedings and/or monetary sanctions. 11 13 Dated: September 27, 2023 Respectfully submitted, 14 UNITED STATES SECURITIES AND MORGAN, LEWIS & BOCKIUS LLP, EXCHANGE COMMISSION, 15

16 By: /s/ Joseph E. Floren By: /s/Ariella O. Guardi_______ 17 Joseph E. Floren Ariella O. Guardi (pro hac vice) One Market Street Charles J. Kerstetter (pro hac vice) 18 Spear Street Tower Jonathan A. Epstein (pro hac vice) San Francisco, CA 94105-1596 175 West Jackson Blvd., Suite 1450 19 Telephone: (415) 442-1391 Chicago, Illinois 60604 joseph.floren@morganlewis.com guardia@sec.gov 20 kerstetterc@sec.gov G. Jeffrey Boujoukos (pro hac vice) epsteinjo@sec.gov 21 1701 Market Street Telephone: (312) 353-7390 Philadelphia, PA 19103-2921 22 Telephone: (215) 963-5000 Facsimile: (312) 353-7398 jeff.boujoukos@morganlewis.com 24 J Aa nso dn re S w. MPin . Bne uy tt ( ap roro ( ph ra oc hv aic ce v) ice) D Uo nn ita el dd SW ta. t eS se Sar el ce us r ities and 25 O Bon se t oF ne ,d Mera Al S 0t 2re 1e 1t 0 -1726 E 44x 4c h Sa .n Fg le o wCo erm Sm tri es es ti ,o Sn uite 900 26 T jae sl oe np .h po inn ne e: y( @61 m7) o 3 rg4 a1 n-7 le7 w00 is .com L To els e A phn og ne ele : s (, 3 C 23a )li 9fo 6r 5n -i 3a 9 9 90 80 71 27 a ndrew.buttaro@morganlewis.com F sea ac rs li em sdil @e: s ( e2 c1 .g3 o) v4 43-1904 28 A Int tt eo rr nn ae ty is o nfo ar l D See cf uen rid tia en st , W Ine cs . tern LLP, 3 By: /s/ Christopher Cooke ______ 4 Patrick T. Murphy, #178189 (patrick@murphycooke.com) 5 Christopher Cooke, #142342 (ccooke@murphycooke.com) 6 533 Airport Blvd., Suite 400 Burlingame, CA 94010 7 Tel: (650) 401-2220

8 Jeffrey K. Compton, #142969 (jcompton@mzclaw.com) 9 Nathan Smith, #279124 (nsmith@mzclaw.com) 10 17383 W. Sunset Blvd., Suite 380 Pacific Palisades, CA 90272 11 Tel: (310) 454-5900

12 Attorneys for Defendants Nancy Cole, Patrick Egan, Andy 13 Gitipityapon, Steven Graham, and Thomas Swan 14

16 17

20 Dated: September 29, 2023 21 By /s/ Honorable Jacqueline Chooljian 22 UNITED STATES MAGISTRATE JUDGE 23 24 25 26 27 28 EXHIBIT A ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND I, _________________________________ [print or type full name], of ___________________________________________________________ [print or type full address], declare under penalty of perjury that I have read in its entirety and understand the Amended Stipulated Protective Order (“Protective Order”) that was issued by the U.S. District Court for the Central District of California on September 29, 2023 in the case of SEC v. Western Int’l. Sec., Inc. et al., Case No. 2:22-cv-4119- WLH-JC. I agree to comply with and to be bound by all the terms of this Protective Order and I understand and acknowledge that failure to so comply could expose me to sanctions and punishment in the nature of contempt. I solemnly promise that I will not disclose in any manner any information or item that is subject to this Protective Order to any person or entity except in strict compliance with the provisions of this Protective Order. I further agree to submit to the jurisdiction of the U.S. District Court for the Central District of California for the purpose of enforcing the terms of this Protective Order, even if such enforcement proceedings occur after termination of this action. I hereby appoint __________________________ [print or type full name] of ________________ __________________________________ [print or type full address and telephone number] as my California agent for service of process in connection with this action or any proceedings related to enforcement of this Stipulated Protective Order. DATED:________________________ BY: _________________________________ Signature__________________________ Title_______________________________ Address ___________________________ City, State, Zip ___________________ Telephone Number _________________