mew Doc 39 Filed 03/19/18 Entered 03/19/18 11:57:02 Main Document Pg 1 of 7

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1 mew Doc 39 Filed 03/19/18 Entered 03/19/18 11:57:02 Main Document Pg 1 of 7 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WESTINGHOUSE ELECTRIC COMPANY LLC, et al., 1 Debtors. Chapter 11 Bankr. Case No MEW (Jointly Administered) KENT GLADDEN, ANDREW FLEETWOOD, and RODNEY CAVALIERI, on behalf of themselves and all others similarly situated, Plaintiff, Adv. Pro. No v. WECTEC LLC, WESTINGHOUSE ELECTRIC COMPANY LLC, WECTEC STAFFING SERVICES LLC, WECTEC GLOBAL PROJECT SERVICES INC., WEC CAROLINA ENERGY SOLUTIONS INC., WEC CAROLINA ENERGY SOLUTIONS, LLC and STONE & WEBSTER SERVICES LLC, Defendants. REPLY MEMORANDUM OF LAW IN SUPPORT OF GLADDEN PLAINTIFFS MOTION FOR CLASS CERTIFICATION AND OTHER RELIEF 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

2 mew Doc 39 Filed 03/19/18 Entered 03/19/18 11:57:02 Main Document Pg 2 of 7 ARGUMENT The Massey Counsel Opposition to the Gladden Motion for Class Certification offers no meaningful objection to class certification in Gladden. It does not take issue with the Gladden class definition nor the adequacy of its representative plaintiffs and counsel. The various arguments Massey counsel raises do not oppose Gladden certification but rather Massey s dismissal. But Massey s fallback argument that the cases should be consolidated is problematic because it imposes burdens with no counterbalancing benefits to the class. Massey Counsel claims its Complaint is broader than Gladden because it charges Westinghouse defendants with violating the rights of thousands of Fluor employees, but this is vaporous, because the Complaint does not make that allegation. Massey Counsel claims they are qualified to be class counsel, but they carefully avoid any mention of the two Massey Counsel firms other than Klehr Harrison Harvey and Branzburg, LLP, tacitly recognizing that these firms are not so qualified. Massey Counsel, themselves, have not solved the workshare problem posed by including those firms as class counsel and provides no template for governing the six-firm consolidation they request. Finally, Massey provides no rationale for their intervention in the Gladden suit and points to no benefit consolidation would confer on anyone but themselves. Class certification in Gladden will effectuate the dismissal of the Massey proceeding because it then inarguably will have no purpose. Certification in the Gladden case now will enable opt-out notices to be sent so that class can be formed. Stakeholders will then know better the scope of the WARN Act claim and constructive steps towards resolving it can continue. 1. Massey counsel has not seriously opposed certification of the class in the Gladden case. Massey Counsel fails to identify any specific objection to the merits of the Gladden Motion for class Certification of the WARN Act claims. To the contrary, as the defendants and 1

3 mew Doc 39 Filed 03/19/18 Entered 03/19/18 11:57:02 Main Document Pg 3 of 7 Committee now acknowledge, the Gladden Plaintiffs should be made Class Representatives, and their counsel appointed Class Counsel. To that end, the Debtors and Committee stipulated to Class Certification in the Gladden case with supporting papers. Massey Counsel appears to acknowledge that certification in the Gladden case is called for by not arguing otherwise. Although Massey counsel opens its Opposition Memorandum of Law with a perfunctory request, in a paragraph-length sentence, to dismiss the Gladden case and be named class counsel, Massey counsel made no further mention of that request in their Opposition. They appear to assume, rather than oppose, certification in the Gladden case. 2. Massey use their opposition brief to argue that their adversary proceeding should not be dismissed, but it will be dismissed unless Massey alone is appointed class counsel, which would not benefit the class. Massey Counsel argue its case ought not be dismissed by taking aim at the first to file rule. But as a practical matter, that rule now has become irrelevant. If certification is granted to either party, dismissal of the other proceeding will occur simply because a second suit becomes superfluous as a matter of judicial economy. This path is well-trodden. In In re TransCare Corp, the Bankruptcy Court certified the Ien action. Post-certification, two competing actions that had been filed first, in District Court, were transferred to the Bankruptcy Court. Honorable Judge Bernstein asked counsel for the transferred cases why the Court should not dismiss their complaints as duplicative of the Ien class. Counsel in the transferred cases simply articulated a desire of their clients to be named class representatives, and be represented by their counsel. The Court nevertheless dismissed the transferred complaints and did not consolidate them with the Ien matter. (Raisner Decl. 5-10). 2

4 mew Doc 39 Filed 03/19/18 Entered 03/19/18 11:57:02 Main Document Pg 4 of 7 The dismissal of a duplicative class action, when one has been certified is ordinary. Even if the Massey case were consolidated substantively into Gladden, its adversary would have not purpose and would be dismissed or suspended. 3. Massey seeks to intervene in the Gladden case under an undefined partnering arrangement that has no basis in law and confers no articulatable benefit to the class. Massey Counsel fails to identify any justifiable reason for consolidating the Massey adversary proceeding into the Gladden proceeding. Consolidation would be costly, burdensome and potentially crippling because it injects law firms without experience into the ranks of class counsel It would double the number of class counsel and triple the number of plaintiffs that would need to be consulted on every significant decision, potentially deadlocking the case over management issues. It would require amending the go-forward complaint and receiving answers or motions before the class could even be sent a notice of the class action. The reasons for doing this do not withstand scrutiny. First, Among other things, dismissing or staying the Massey Action would be patently unfair to the over 420 individuals who have chosen Proposed Class Counsel to represent them. Massey Counsel argues consolidation is necessary because the Court will otherwise be treating its 400+ clients unfairly. It argues that: [a]mong other things, dismissing or staying the Massey Action would be patently unfair to the over 420 individuals who have chosen Proposed Class Counsel to represent them. (D.I. 33 at 4). This is a problem of Massey s own making. No attorney seeking retainers from potential class members for representation in a class action especially one in which actions have already been filed can promise them that the Court will ultimately appoint their counsel as class counsel. Class action rules require the Court to make that decision bases on the best interests of the class and especially absent class members. If 3

5 mew Doc 39 Filed 03/19/18 Entered 03/19/18 11:57:02 Main Document Pg 5 of 7 Massey s clients have a gripe of unfairness they must take it up with Massey counsel for creating untoward expectations. Massey Counsel provides no evidence that it has been retained by 420 ex-westinghouse employees. (D.I. 33 at 3-4). The only evidence Massey Counsel has proffered in its Motion for Class Certification is that it was retained by three plaintiffs out of six who are put forward as plaintiffs in the Massey Complaint. Even more illusory is Massey counsel s argument that its complaint should not be dismissed because of thousands of putative Class Members who were employed by Fluor, for whom Massey counsel have asserted claims against the Westinghouse defendants. An inspection of the Massey complaint reveals no such allegation and Massey counsel does not cite to any paragraph or phrase in the class definition: (D.I. 33 at 5). it is important to note that the Proposed Class in the Massey Action is defined more broadly than the proposed class in the Gladden Action. Only the former includes those individuals nominally employed by Fluor and defines the pertinent plant closings and/or mass layoffs as those ordered collectively by all of the defendants in the Massey Action and not just by Westinghouse Electric Company, LLC; Indeed, the Massey class definition and complaint excludes Fluor employees as putative class members. It defines class members as former employees of Defendants, (Adv. Proc (MEW), D.I. 1) at 63), defines Defendants as Westinghouse entities (id. at 1-2) and calls the Fluor entities non-defendants (id. at 17-20). Massey s complaint does not include a plaintiff who worked for Fluor. It alleges Fluor and Westinghouse were a single employer but that only gives rise to a potential claim of the Westinghouse plaintiffs against Fluor (which the Massey complaint does not allege). It does not give rise to a claim by phantom Fluor plaintiffs against Westinghouse. 4

6 mew Doc 39 Filed 03/19/18 Entered 03/19/18 11:57:02 Main Document Pg 6 of 7 Massey s argument is essentially that the Court should fashion some kind of arrangement and governance scheme among Massey counsel and Gladden counsel because of prior cases having nothing to do with the instant case. (D.I. 33 at 7 ( Despite the foregoing, Gladden Counsel has unfortunately taken the position that it will not partner with Klehr Harrison in this class action unless ordered by the Court to do so. ). Having dropped this job in the Court s lap without making the slightest effort to describe how this could possibly work, much less benefit the class, Massey s plan does not merit consideration. Finally, Massey Counsel disputes Gladden Counsel s concerns that adding layers of counsel will comprise their ability to achieve efficiency and minimize cost. (D.I. 33 at 7-8). Rather than describe how the added phase of consolidation can be accomplished and implemented despite the presence of two uncertifiable Massey firms (out of three), Massey Counsel points the finger at Gladden Counsel for causing delay and expense by opposing Massey s unfounded bid: (Id. at 7). Gladden Counsel s refusal to work with Proposed Class Counsel is clearly not in the best interests of the Class and has not maximized efficiency and minimized costs. The plain fact is that Gladden Counsel has wasted this Court s time and delayed this litigation solely to benefit themselves and it should not be permitted. Massey could have prevented Gladden s objection by not having filed its duplicative and uncertifiable Massey action in the first place. CONCLUSION For the foregoing reasons, Gladden Plaintiffs respectfully request that this Court enter the Proposed Order certifying a class and dismissing the Massey Action submitted with the Joint Stipulation of Gladden Counsel, Defendants Counsel, and Counsel for the UCC. (D.I. 32). 5

7 mew Doc 39 Filed 03/19/18 Entered 03/19/18 11:57:02 Main Document Pg 7 of 7 Dated: March 19, 2018 Respectfully submitted, By: /s/ Jack A. Raisner Jack A. Raisner René S. Roupinian OUTTEN & GOLDEN LLP 685 Third Avenue, 25 th Floor New York, New York P: (212) F: (646) jar@outtengolden.com rsr@outtengolden.com LANKENAU & MILLER, LLP Stuart J. Miller (SJM 4276) 132 Nassau Street, Suite 1100 New York, NY P: (212) F: (212) sjm@lankmill.com THE GARDNER FIRM, P.C. Mary E. Olsen (OLSEM4818) M. Vance McCrary (MCCRM4402) The Gardner Firm, P.C. 210 S. Washington Avenue Mobile, AL P: (251) F: (251) molsen@thegardnerfirm.com vmccrary@thegardnerfirm.com Attorneys for Plaintiffs and the putative class 6

8 mew Doc 39-1 Filed 03/19/18 Entered 03/19/18 11:57:02 Declaration of Jack A. Rasiner Pg 1 of 3 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WESTINGHOUSE ELECTRIC COMPANY LLC, et al., 1 Debtors. Chapter 11 Bankr. Case No MEW (Jointly Administered) KENT GLADDEN, ANDREW FLEETWOOD, and RODNEY CAVALIERI on behalf of themselves and all others similarly situated, Plaintiff, Adv. Pro. No v. WECTEC LLC, WESTINGHOUSE ELECTRIC COMPANY LLC, WECTEC STAFFING SERVICES LLC, WECTEC GLOBAL PROJECT SERVICES INC., WEC CAROLINA ENERGY SOLUTIONS INC., WEC CAROLINA ENERGY SOLUTIONS, LLC and STONE & WEBSTER SERVICES LLC, Defendants. DECLARATION OF JACK A. RAISNER IN FURTHER SUPPORT OF GLADDEN PLAINTIFFS MOTION FOR CLASS CERTIFICATION AND RELATED RELIEF 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

9 mew Doc 39-1 Filed 03/19/18 Entered 03/19/18 11:57:02 Declaration of Jack A. Rasiner Pg 2 of 3 Jack A. Raisner hereby declares the following under penalty of perjury: 1. I am a partner of Outten & Golden LLP ( Outten & Golden or O&G ), one of the law firms that represents Plaintiffs Kent Gladden, Andrew Fleetwood, and Rodney Cavalieri ( Plaintiffs ) in the above-captioned action. Plaintiffs are former employees of Defendants who were terminated without cause from their employment on or about July 31, This declaration is submitted in further support of Plaintiffs Motion under Fed. R. Civ. P. 23 for Class Certification and Related Relief, in furtherance of their claims under the Worker Adjustment Retraining and Notification Act, 29 U.S.C et seq. (the WARN Act ), and in Reply to the Opposition of the Massey Plaintiffs to the Gladden Plaintiffs Motion for Class Certification. 3. Gladden Plaintiffs do not believe it is feasible to consolidate the Massey adversary proceeding into the Gladden adversary. Doing so amounts to an intervention. The Massey Plaintiffs have provided no justification for doing so by pointing to any inadequacy in the Gladden adversary proceeding or any benefit they will confer on the class by virtue of consolidation. 4. The result of class certification in the Gladden matter would per force justify dismissal of the Massey adversary proceeding. 5. This was illustrated in in In re Transcare. Bankr. Case. No SMB. 6. There, the Ien WARN Act adversary plaintiffs had filed for class certification. Adv. Case No SMB. The motion was not opposed by the defendant chapter 7 debtor or parent, Patriarch Partners and Lynn Tilton. 7. Three similar adversary proceedings that had been filed in District Court for the Southern District of New York were then transferred to the Bankruptcy Court. The plaintiffs in 2

10 mew Doc 39-1 Filed 03/19/18 Entered 03/19/18 11:57:02 Declaration of Jack A. Rasiner Pg 3 of 3 those actions filed separate adversary proceedings. They moved to intervene in the Ien adversary. The Court denied that intervention. 8. The court denied the intervention. D.I. 45 and granted certification in the Ien adversary. D.I. 46. (Exhibits A and B). 9. Arguing to the Court that their adversaries not be dismissed because they had an interest in having their retained counsel represent them, the plaintiffs in the three adversaries were given the opportunity to explain why this argument had merit. 10. The three sets of plaintiffs found no explanation and consented to the dismissal of their adversaries, which the Court entered. Adv. Case No smb; Adv. Case No smb; and Adv. Case No smb. (Exhibits C, D, E, and F). 11. The same substantive and procedural concerns should be followed here with respect to the dismissal of the Massey adversary proceeding. Having been given opportunity to explain why it should immune from dismissal if the class is certified in the Gladden matter, it has failed to point to any persuasive reason. DATED: March 19, 2018 Respectfully submitted, By: /s/ Jack A. Raisner JACK A. RAISNER 3

11 mew Doc 39-2 Filed 03/19/18 Entered 03/19/18 11:57:02 Exhibit A Pg 1 of 3 EXHIBIT A

12 smb mew Doc Doc Filed Filed 10/11/16 03/19/18 Entered Entered 10/11/16 03/19/18 10:21:43 11:57:02 Main Exhibit Document A Pg 21 of 32 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK TRANSCARE CORPORATION, et al., 1 SHAMEEKA IEN on behalf of herself and all others similarly situated, Plaintiff, v. Bankr. Case No SMB Chapter 7 (Jointly Administered) TRANSCARE CORPORATION, TRANSCARE NEW YORK, INC., TRANSCARE ML, INC., TC AMBULANCE GROUP, INC., TRANSCARE MANAGEMENT SERVICES, INC., TCBA AMBULANCE, INC., TC BILLING AND SERVICES CORPORATION, TRANSCARE WESTCHESTER, INC., TRANSCARE MARYLAND, INC., TC AMBULANCE NORTH, INC. AND TRANSCARE HARFORD COUNTY, INC., LYNN TILTON, ARK CLO LIMITED, ARK INVESTMENT PARTNERS II, L.P., PATRIARCH PARTNERS, LLC, and PATRIARCH PARTNERS III, LLC, Adv. Case No SMB Defendants. ORDER AND NOW, upon consideration of prospective intervenors Jessica Gisinger, Warren Eisenstadt, and Dalibel Garcia s Motion to Intervene and Defer Consideration of Class 1 The debtors consist of TransCare Corporation, TransCare New York, Inc., TransCare ML, Inc., TC Ambulance Group, Inc., TransCare Management Services, Inc., TCBA Ambulance, Inc., TC Billing and Services Corporation, TransCare Westchester, Inc., TransCare Maryland, Inc., TC Ambulance North, Inc., TransCare Harford County, Inc., TransCare Pennsylvania, Inc., TC Ambulance Corporation and TC Hudson Valley Ambulance Corporation (collectively, the Debtors )

13 smb mew Doc Doc Filed Filed 10/11/16 03/19/18 Entered Entered 10/11/16 03/19/18 10:21:43 11:57:02 Main Exhibit Document A Pg 32 of 32 Certification (the Motion ) (Docket Nos. 31, 32) and any objections thereto, heard on October 6, 2016, it is hereby ORDERED that the Motion is denied for the reasons stated on the record. Dated: October 11 th _, 2016 New York, New York BY THE COURT: /s/ STUART M. BERNSTEIN The Honorable Stuart M. Bernstein United States Bankruptcy Court Judge 2

14 mew Doc 39-3 Filed 03/19/18 Entered 03/19/18 11:57:02 Exhibit B Pg 1 of 4 EXHIBIT B

15 smb mew Doc Doc Filed Filed 10/24/16 03/19/18 Entered Entered 10/24/16 03/19/18 16:12:16 11:57:02 Main Exhibit Document B Pg 21 of 43 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK TRANSCARE CORPORATION, et al., 1 SHAMEEKA IEN on behalf of herself and all others similarly situated, Plaintiff, v. Bankr. Case No SMB Chapter 7 (Jointly Administered) TRANSCARE CORPORATION, TRANSCARE NEW YORK, INC., TRANSCARE ML, INC., TC AMBULANCE GROUP, INC., TRANSCARE MANAGEMENT SERVICES, INC., TCBA AMBULANCE, INC., TC BILLING AND SERVICES CORPORATION, TRANSCARE WESTCHESTER, INC., TRANSCARE MARYLAND, INC., TC AMBULANCE NORTH, INC. AND TRANSCARE HARFORD COUNTY, INC., LYNN TILTON, ARK CLO LIMITED, ARK INVESTMENT PARTNERS II, L.P., PATRIARCH PARTNERS, LLC, and PATRIARCH PARTNERS III, LLC, Adv. Case No SMB Defendants. ORDER CERTIFYING CLASSES AND GRANTING RELATED RELIEF AND NOW, upon consideration of Plaintiff s Unopposed Motion for Class Certification and Related Relief (the Motion ) and any objections thereto, and upon finding that the proposed 1 The Debtors consist of TransCare Corporation, TransCare New York, Inc., TransCare ML, Inc., TC Ambulance Group, Inc., TransCare Management Services, Inc., TCBA Ambulance, Inc., TC Billing and Services Corporation, TransCare Westchester, Inc., TransCare Maryland, Inc., TC Ambulance North, Inc., TransCare Harford County, Inc., TransCare Pennsylvania, Inc., TC Ambulance Corporation and TC Hudson Valley Ambulance Corporation.

16 smb mew Doc Doc Filed Filed 10/24/16 03/19/18 Entered Entered 10/24/16 03/19/18 16:12:16 11:57:02 Main Exhibit Document B Pg 32 of 43 classes meet the requirements of Fed. R. Civ. P. 23 (a) and (b) and Fed. R. Bankr. P. 7023, it is hereby ORDERED AND DECREED that: Classes and a sub-class comprising the following individuals are certified: WARN Class: All persons who worked at or reported to a Facility of Debtors who (1) were terminated without cause on or about February 24, 2016 or within 30 days of that date, or were terminated without cause as the reasonably foreseeable consequence of any mass layoff and/or plant closing by Debtors covered by the Worker Adjustment and Retraining Notification ( WARN ) Act on or about February 24, 2016, and (2) are affected employees within the meaning of 29 U.S.C. 2101(a)(5) (the WARN Class ). New York State WARN Sub-Class: All persons who worked at or reported to a Facility of Debtors in New York State who (1) were terminated without cause on or about February 24, 2016, or within 30 days of that date, or were terminated without cause as the reasonably foreseeable consequence of any mass layoff and/or plant closing by Debtors covered by the New York State Worker Adjustment and Retraining Notification ( NY WARN ) Act on or about February 24, 2016, and (2) are affected employees within the meaning of NYLL 860-A (1),(4) and(6) (the NY WARN Sub-Class ). Wage Class: All persons who were employed by Debtors and were terminated on or about February 24, 2016 and were not paid the wage amounts to which they are entitled under the laws of the state in which they worked. FURTHER ORDERED that the Classes described above meet the requirements of Fed. R. Civ. P. 23 and Bankruptcy Rule 7023; and it is class; and it is FURTHER ORDERED that Outten & Golden LLP, is appointed Class Counsel as to each FURTHER ORDERED that Plaintiff Shameeka Ien is hereby appointed Class Representative as to each class; and it is FURTHER ORDERED that the proposed form of Notice to the Class submitted to the Court [see ECF Doc. # 373] is approved; and it is [SMB: 10/24/16] FURTHER ORDERED that within ten (10) days after the entry of this, Salvatore LaMonica, in his capacity as the Chapter 7 Trustee of the Debtors estates, shall provide Class Counsel with the names and addresses of the class members as noted in Debtors records; and it is 2

17 smb mew Doc Doc Filed Filed 10/24/16 03/19/18 Entered Entered 10/24/16 03/19/18 16:12:16 11:57:02 Main Exhibit Document B Pg 43 of 43 FURTHER ORDERED that on or before ten (10) days after receipt from the Trustee of the names and addresses of the Class members, Class Counsel shall provide notice of the pendency of the class action lawsuit by mailing the Notice, First Class postage prepaid, to each employee of Debtors who falls within the definition of the class, to their last known address as noted in the records of the Debtors; and it is FURTHER ORDERED that after such mailing, Class Counsel shall serve and file a sworn statement affirming compliance with this Order concerning the mailing of the Notice; and it is FURTHER ORDERED that Class Counsel shall serve and file a sworn statement listing the names of any persons who have opted out of the Class; and it is FURTHER ORDERED that notice made in compliance with this order is hereby found to be the best notice practicable under the circumstances and constitutes due and sufficient notice to all class members in full compliance with the notice requirements of Fed. R. Civ. P. 23. AND IT IS SO ORDERED. Dated: October 24 th, 2016 New York, New York BY THE COURT: /s/ STUART M. BERNSTEIN The Honorable Stuart M. Bernstein United States Bankruptcy Court Judge 3

18 mew Doc 39-4 Filed 03/19/18 Entered 03/19/18 11:57:02 Exhibit C Pg 1 of 3 Exhibit C

19 smb mew Doc Doc Filed Filed 03/16/17 03/19/18 Entered Entered 03/16/17 03/19/18 10:49:38 11:57:02 Main Exhibit Document C Pg 21 of 32 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK Bankr. No In re: TRANSCARE CORPORATION, et al., 1 Chapter 7 Hon. Stuart M. Bernstein JESSICA GISINGER, on behalf of herself and all others similarly situated, v. Plaintiff, PATRIARCH PARTNERS, and LYNN TILTON, Defendants. DALIBEL GARCIA, Individually and on Behalf of All Others Similarly Situated, v. Plaintiff, PATRIARCH PARTNERS, LLC and XYZ ENTITIES 1-10, Defendants. WARREN EISENSTADT, Individually and on Behalf of All Others Similarly Situated, v. Plaintiff, PATRIARCH PARTNERS, LLC and XYZ ENTITIES 1-10, Defendants. Adv. No smb Adv. No smb Adv. No smb PLAINTIFFS NOTICE OF NON-OPPOSITION TO DISMISSAL 1 The debtors consist of TransCare Corporation, TransCare New York, Inc., TransCare ML, Inc., TC Ambulance Group, Inc., TransCare Management Services, Inc., TCBA Ambulance, Inc., TC Billing and Services Corporation, TransCare Westchester, Inc., TransCare Maryland, Inc., TC Ambulance North, Inc., TransCare Harford County, Inc., TransCare Pennsylvania, Inc., TC Ambulance Corporation and TC Hudson Valley Ambulance Corporation (collectively, the Debtors or TransCare ).

20 smb mew Doc Doc Filed Filed 03/16/17 03/19/18 Entered Entered 03/16/17 03/19/18 10:49:38 11:57:02 Main Exhibit Document C Pg 32 of 32 Plaintiffs Jessica Gisinger, Dalibel Garcia, and Warren Eisenstadt, by and through their respective undersigned attorneys, hereby give notice that they do not oppose dismissal of the above-captioned adversary proceedings in this bankruptcy case. Dated: March 16, 2017 LEVI & KORSINSKY, LLP /s/ Christopher J. Kupka Eduard Korsinsky Christopher J. Kupka Michael B. Ershowsky 30 Broad Street, 24th Floor New York, NY Tel: (212) Fax: (212) ek@zlk.com ckupka@zlk.com mershowsky@zlk.com Attorneys for Plaintiffs Dalibel Garcia and Warren Eisenstadt Respectfully submitted, GARDY & NOTIS, LLP /s/ Orin Kurtz Mark C. Gardy Orin Kurtz Tower East 56th Street, 8th Floor New York, New York Tel: (212) Fax: (212) mgardy@gardylaw.com okurtz@gardylaw.com Attorneys for Plaintiff Jessica Gisinger 2

21 mew Doc 39-5 Filed 03/19/18 Entered 03/19/18 11:57:02 Exhibit D Pg 1 of 3 Exhibit D

22 smb mew Doc Doc Filed 04/10/17 Filed 03/19/18 Entered Entered 04/10/17 03/19/18 14:37:42 11:57:02 Main Document Exhibit D Pg 21 of 32 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: TRANSCARE CORPORATION, et al., 1 DALIBEL GARCIA, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. Bankr. Case No SMB Chapter 7 (Jointly Administered) Adv. Case No smb PATRIARCH PARTNERS, LLC and XYZ ENTITIES 1-10, Defendants. ORDER AND NOW, upon consideration of Plaintiff Shameeka Ien s Motion to Stay or Dismiss Referred Cases (the Motion ) (Ien Docket Nos. 49, 50) and the Referred Cases Plaintiffs Notice of Non-Objection to the Dismissal filed March 16, 2017 (Ien Docket No. 55), it is hereby ORDERED that the Motion is approved and the above-captioned case, Garcia v. Patriarch Partners, LLC, et al., smb, is dismissed with prejudice. AND IT IS SO ORDERED.[SMB: 4/10/17] 1 The debtors consist of TransCare Corporation, TransCare New York, Inc., TransCare ML, Inc., TC Ambulance Group, Inc., TransCare Management Services, Inc., TCBA Ambulance, Inc., TC Billing and Services Corporation, TransCare Westchester, Inc., TransCare Maryland, Inc., TC Ambulance North, Inc., TransCare Harford County, Inc., TransCare Pennsylvania, Inc., TC Ambulance Corporation and TC Hudson Valley Ambulance Corporation (collectively, the Debtors or TransCare ).

23 smb mew Doc Doc Filed 04/10/17 Filed 03/19/18 Entered Entered 04/10/17 03/19/18 14:37:42 11:57:02 Main Document Exhibit D Pg 32 of 32 Dated: April 10 th, 2017 New York, New York BY THE COURT: /s/ STUART M. BERNSTEIN The Honorable Stuart M. Bernstein United States Bankruptcy Court Judge 2

24 mew Doc 39-6 Filed 03/19/18 Entered 03/19/18 11:57:02 Exhibit E Pg 1 of 3 Exhibit E

25 smb mew Doc Doc Filed 04/10/17 Filed 03/19/18 Entered Entered 04/10/17 03/19/18 14:25:36 11:57:02 Main Document Exhibit E Pg 21 of 32 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: TRANSCARE CORPORATION, et al., 1 WARREN EISENSTADT, Individually and on Behalf of All Others Similarly Situated, Plaintiff, PATRIARCH PARTNERS, LLC and XYZ ENTITIES 1-10, v. Bankr. Case No SMB Chapter 7 (Jointly Administered) Adv. Case No smb Adv. Case No smb FINAL DOCUMENT CLOSING ADVERSARY PROCEEDING Defendants. ORDER AND NOW, upon consideration of Plaintiff Shameeka Ien s Motion to Stay or Dismiss Referred Cases (the Motion ) (Ien Docket Nos. 49, 50) and the Referred Cases Plaintiffs Notice of Non-Objection to the Dismissal filed March 16, 2017 (Ien Docket No. 55), it is hereby ORDERED that the Motion is approved and the above-captioned case Eisenstadt v. Patriarch Partners, LLC, et al., smb, smb, is dismissed with prejudice. AND IT IS SO ORDERED. 1 The debtors consist of TransCare Corporation, TransCare New York, Inc., TransCare ML, Inc., TC Ambulance Group, Inc., TransCare Management Services, Inc., TCBA Ambulance, Inc., TC Billing and Services Corporation, TransCare Westchester, Inc., TransCare Maryland, Inc., TC Ambulance North, Inc., TransCare Harford County, Inc., TransCare Pennsylvania, Inc., TC Ambulance Corporation and TC Hudson Valley Ambulance Corporation (collectively, the Debtors or TransCare ).

26 smb mew Doc Doc Filed 04/10/17 Filed 03/19/18 Entered Entered 04/10/17 03/19/18 14:25:36 11:57:02 Main Document Exhibit E Pg 32 of 32 Dated: April 10 th, 2017 New York, New York BY THE COURT: /s/ STUART M. BERNSTEIN The Honorable Stuart M. Bernstein United States Bankruptcy Court Judge 2

27 mew Doc 39-7 Filed 03/19/18 Entered 03/19/18 11:57:02 Exhibit F Pg 1 of 3 Exhibit F

28 smb mew Doc Doc Filed 04/10/17 Filed 03/19/18 Entered Entered 04/10/17 03/19/18 14:34:37 11:57:02 Main Document Exhibit F Pg 21 of 32 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: TRANSCARE CORPORATION, et al., 1 JESSICA GISINGER, on behalf of herself and all others similarly situated, Plaintiff, PATRIARCH PARTNERS, LLC and LYNN TILTON, Defendants. v. Bankr. Case No SMB Chapter 7 (Jointly Administered) Adv. Case No smb FINAL DOCUMENT CLOSING ADVERSARY PROCEEDING ORDER AND NOW, upon consideration of Plaintiff Shameeka Ien s Motion to Stay or Dismiss Referred Cases (the Motion ) (Ien Docket Nos. 49, 50) and the Referred Cases Plaintiffs Notice of Non-Objection to the Dismissal filed March 16, 2017 (Ien Docket No. 55), it is hereby ORDERED that the Motion is approved and the above-captioned case, Gisinger v. Tilton, et al., smb, is dismissed with prejudice. AND IT IS SO ORDERED[SMB: 4/10/17] 1 The debtors consist of TransCare Corporation, TransCare New York, Inc., TransCare ML, Inc., TC Ambulance Group, Inc., TransCare Management Services, Inc., TCBA Ambulance, Inc., TC Billing and Services Corporation, TransCare Westchester, Inc., TransCare Maryland, Inc., TC Ambulance North, Inc., TransCare Harford County, Inc., TransCare Pennsylvania, Inc., TC Ambulance Corporation and TC Hudson Valley Ambulance Corporation (collectively, the Debtors or TransCare ).

29 smb mew Doc Doc Filed 04/10/17 Filed 03/19/18 Entered Entered 04/10/17 03/19/18 14:34:37 11:57:02 Main Document Exhibit F Pg 32 of 32 Dated: April 10 th, 2017 New York, New York BY THE COURT: /s/ STUART M. BERNSTEIN The Honorable Stuart M. Bernstein United States Bankruptcy Court Judge 2