1 Daniel Z. Goldman, State Bar No. 342368 Anne A. Uyeda, State Bar No. 235306 2

BIENERT KATZMAN

3 LITTRELL WILLIAMS LLP 903 Calle Amanecer, Suite 350 4 San Clemente, California 92673 Telephone (949) 369-3700 5 Facsimile (949) 369-3701 6 Email: dgoldman@bklwlaw.com auyeda@bklwlaw.com 7

8 Attorneys for Defendants Quontic Bank and Quontic 9 Bank Holdings Corporation

10

11 IN THE UNITED STATES DISTRICT COURT 12 FOR THE CENTRAL DISTRICT OF CALIFORNIA 13

14 PAUL SAPAN, individually and on Behalf Case No. 8:22-cv-00849-CJC-ADS of All Others Similarly Situated, 15 [Discovery Document: Referred to 16 Plaintiff, Magistrate Judge Autumn D. Spaeth]

17 v. JOINT STIPULATED PROTECTIVE 18 ORDER

QUONTIC BANK, QUONTIC BANK

19

HOLDINGS CORPORATION,

20 Action Filed: April 21, 2022 Defendants. Pretrial Conference: October 21, 2024 21 Trial Date: November 5, 2024 22

23 24 25 26 27 1 Plaintiff Paul Sapan (“Mr. Sapan”), and Defendants Quontic Bank and Quontic 2 Bank Holdings Corporation (“Quontic”) (Sapan and Quontic together as the “Parties”), 3 hereby submit this Stipulated Protective Order by and through their respective attorneys 4 of record as follows: 5 1. PURPOSES AND LIMITATIONS 6 Discovery in this action is likely to involve production of confidential, proprietary, 7 or private information for which special protection from public disclosure and from use 8 for any purpose other than prosecuting this litigation may be warranted. Accordingly, the 9 parties hereby stipulate to and petition the Court to enter the following Stipulated 10 Protective Order. The parties acknowledge that this Order does not confer blanket 11 protections on all disclosures or responses to discovery and that the protection it affords 12 from public disclosure and use extends only to the limited information or items that are 13 entitled to confidential treatment under the applicable legal principles. The parties further 14 acknowledge, as set forth in Section 13.3, below, that this Stipulated Protective Order does 15 not entitle them to file confidential information under seal; Civil Local Rule 79-5 sets forth 16 the procedures that must be followed and the standards that will be applied when a party 17 seeks permission from the Court to file material under seal. 18 2. GOOD CAUSE STATEMENT 19 This action is likely to involve trade secrets, customer and pricing lists and other 20 valuable research, development, commercial, financial, technical and/or proprietary 21 information for which special protection from public disclosure and from use for any 22 purpose other than prosecution of this action is warranted. Such confidential and 23 proprietary materials and information consist of, among other things, confidential business 24 or financial information, information regarding confidential business practices, or other 25 confidential research, development, or commercial information (including information 26 implicating privacy rights of third parties), information otherwise generally unavailable to 27 the public, or which may be privileged or otherwise protected from disclosure under state 1 Accordingly, to expedite the flow of information, to facilitate the prompt resolution 2 of disputes over confidentiality of discovery materials, to adequately protect information 3 the parties are entitled to keep confidential, to ensure that the parties are permitted 4 reasonable necessary uses of such material in preparation for and in the conduct of trial, 5 to address their handling at the end of the litigation, and serve the ends of justice, a 6 protective order for such information is justified in this matter. It is the intent of the parties 7 that information will not be designated as confidential for tactical reasons and that nothing 8 be so designated without a good faith belief that it has been maintained in a confidential, 9 non-public manner, and there is good cause why it should not be part of the public record 10 of this case. 11 3. DEFINITIONS 12 3.1 Action: This pending federal lawsuit. 13 3.2 Challenging Party: A Party or Non-Party that challenges the designation of 14 information or items under this Order. 15 3.3 “CONFIDENTIAL” Information or Items: Information (regardless of how 16 it is generated, stored or maintained) or tangible things that qualify for protection under 17 Federal Rule of Civil Procedure 26(c), and as specified above in the Good Cause 18 Statement. 19 3.4 Counsel: Outside Counsel of Record and House Counsel (as well as their 20 support staff). 21 3.5 Designating Party: A Party or Non-Party that designates information or items 22 that it produces in disclosures or in responses to discovery as “CONFIDENTIAL.” 23 3.6 Disclosure or Discovery Material: All items or information, regardless of the 24 medium or manner in which it is generated, stored, or maintained (including, among other 25 things, testimony, transcripts, and tangible things), that are produced or generated in 26 disclosures or responses to discovery in this matter. 27 3.7 Expert: A person with specialized knowledge or experience in a matter 1 expert witness or as a consultant in this Action. 2 3.8 House Counsel: Attorneys who are employees of a party to this Action. 3 House Counsel does not include Outside Counsel of Record or any other outside counsel. 4 3.9 Non-Party: Any natural person, partnership, corporation, association, or 5 other legal entity not named as a Party to this action. 6 3.10 Outside Counsel of Record: Attorneys who are not employees of a party to 7 this Action but are retained to represent or advise a party to this Action and have appeared 8 in this Action on behalf of that party or are affiliated with a law firm which has appeared 9 on behalf of that party, and includes support staff. 10 3.11 Party: Any party to this Action, including all of its officers, directors, 11 employees, consultants, retained experts, and Outside Counsel of Record (and their 12 support staff). 13 3.12 Producing Party: A Party or Non-Party that produces Disclosure or 14 Discovery Material in this Action. 15 3.13 Professional Vendors: Persons or entities that provide litigation support 16 services (e.g., photocopying, videotaping, translating, preparing exhibits or 17 demonstrations, and organizing, storing, or retrieving data in any form or medium) and 18 their employees and subcontractors. 19 3.14 Protected Material: Any Disclosure or Discovery Material that is designated 20 as “CONFIDENTIAL.” 21 3.15 Receiving Party: A Party that receives Disclosure or Discovery Material 22 from a Producing Party. 23 4. SCOPE 24 The protections conferred by this Stipulation and Order cover not only Protected 25 Material (as defined above), but also (1) any information copied or extracted from 26 Protected Material; (2) all copies, excerpts, summaries, or compilations of Protected 27 Material; and (3) any testimony, conversations, or presentations by Parties or their Counsel 1 Any use of Protected Material at trial shall be governed by the orders of the trial 2 judge. This Order does not govern the use of Protected Material at trial. 3 5. DURATION 4 Once a case proceeds to trial, all of the information that was designated as 5 confidential or maintained pursuant to this Protective Order becomes public and will be 6 presumptively available to all members of the public, including the press, unless 7 compelling reasons supported by specific factual findings to proceed otherwise are made 8 to the trial judge in advance of the trial. See Kamakana v. City and County of Honolulu, 9 447 F.3d 1172, 1180-81 (9th Cir. 2006) (distinguishing “good cause” showing for sealing 10 documents produced in discovery from “compelling reasons” standard when merits- 11 related documents are part of court record). Accordingly, the terms of this Protective 12 Order do not extend beyond the commencement of the trial. 13 6. DESIGNATING PROTECTED MATERIAL 14 6.1 Exercise of Restraint and Care in Designating Material for Protection 15 Each Party or Non-Party that designates information or items for protection under 16 this Order must take care to limit any such designation to specific material that qualifies 17 under the appropriate standards. The Designating Party must designate for protection only 18 those parts of material, documents, items, or oral or written communications that qualify 19 so that other portions of the material, documents, items, or communications for which 20 protection is not warranted are not swept unjustifiably within the ambit of this Order. 21 Mass, indiscriminate, or routinized designations are prohibited. Designations that 22 are shown to be clearly unjustified or that have been made for an improper purpose (e.g., 23 to unnecessarily encumber the case development process or to impose unnecessary 24 expenses and burdens on other parties) may expose the Designating Party to sanctions. 25 If it comes to a Designating Party’s attention that information or items that it 26 designated for protection do not qualify for protection, that Designating Party must 27 promptly notify all other Parties that it is withdrawing the inapplicable designation. 1 6.2. Manner and Timing of Designations 2 Except as otherwise provided in this Order (see, e.g., Section 6.2(a) below), or as 3 otherwise stipulated or ordered, Disclosure or Discovery Material that qualifies for 4 protection under this Order must be clearly so designated before the material is disclosed 5 or produced. 6 Designation in conformity with this Order requires the following: 7 a. For information in documentary form (e.g., paper, or electronic 8 documents, but excluding transcripts of depositions or other pretrial or trial proceedings), 9 that the Producing Party affix at a minimum, the legend “CONFIDENTIAL” (hereinafter 10 “CONFIDENTIAL legend”), to each page that contains protected material. If only a 11 portion or portions of the material on a page qualifies for protection, the Producing Party 12 also must clearly identify the protected portion(s) (e.g., by making appropriate markings 13 in the margins). 14 A Party or Non-Party that makes original documents available for inspection need 15 not designate them for protection until after the inspecting Party has indicated which 16 documents it would like copied and produced. During the inspection and before the 17 designation, all of the material made available for inspection shall be deemed 18 “CONFIDENTIAL.” After the inspecting Party has identified the documents it wants 19 copied and produced, the Producing Party must determine which documents, or portions 20 thereof, qualify for protection under this Order. Then, before producing the specified 21 documents, the Producing Party must affix the “CONFIDENTIAL legend” to each page 22 that contains Protected Material. If only a portion or portions of the material on a page 23 qualifies for protection, the Producing Party also must clearly identify the protected 24 portion(s) (e.g., by making appropriate markings in the margins). 25 b. For testimony given in depositions, that the Designating Party identify 26 the Disclosure or Discovery Material on the record, before the close of the deposition all 27 protected testimony. 1 c. For information produced in form other than document and for any 2 other tangible items, that the Producing Party affix in a prominent place on the exterior of 3 the container or containers in which the information is stored the legend 4 “CONFIDENTIAL.” If only a portion or portions of the information warrants protection, 5 the Producing Party, to the extent practicable, shall identify the protected portion(s). 6 6.3 Inadvertent Failure to Designate 7 If timely corrected, an inadvertent failure to designate qualified information or 8 items does not, standing alone, waive the Designating Party’s right to secure protection 9 under this Order for such material. Upon timely correction of a designation, the Receiving 10 Party must make reasonable efforts to assure that the material is treated in accordance with 11 the provisions of this Order. 12 7. CHALLENGING CONFIDENTIALITY DESIGNATIONS 13 7.1 Timing of Challenges 14 Any party or Non-Party may challenge a designation of confidentiality at any time 15 that is consistent with the Court’s Scheduling Order. 16 7.2. Meet and Confer 17 The Challenging Party shall initiate the dispute resolution process under Local Rule 18 37.1 et seq. 19 7.3 The burden of persuasion in any such challenge proceeding shall be on the 20 Designating Party. Frivolous challenges, and those made for an improper purpose (e.g., 21 to harass or impose unnecessary expenses and burdens on other parties) may expose the 22 Challenging Party to sanctions. Unless the Designating Party has waived or withdrawn 23 the confidentiality designation, all parties shall continue to afford the material in question 24 the level of protection to which it is entitled under the Producing Party’s designation until 25 the Court rules on the challenge. 26 8. ACCESS TO AND USE OF PROTECTED MATERIAL 27 8.1 A Receiving Party may use Protected Material that is disclosed or produced 1 defending, or attempting to settle this Action. Such Protected Material may be disclosed 2 only to the categories of persons and under the conditions described in this Order. When 3 the Action has been terminated, a Receiving Party must comply with the provisions of 4 Section 14 below. 5 Protected Material must be stored and maintained by a Receiving Party at a location 6 and in a secure manner that ensures that access is limited to the persons authorized under 7 this Order. 8 8.2 Unless otherwise ordered by the Court or permitted in writing by the 9 Designating Party, a Receiving Party may disclose any information or item designated 10 “CONFIDENTIAL” only to: 11 a. The Receiving Party’s Outside Counsel of Record in this Action, as 12 well as employees of said Outside Counsel of Record to whom it is reasonably necessary 13 to disclose the information for this Action; 14 b. The officers, directors, and employees (including House Counsel) of 15 the Receiving Party to whom disclosure is reasonably necessary for this Action; 16 c. Experts (as defined in this Order) of the Receiving Party to whom 17 disclosure is reasonably necessary for this Action and who have signed the 18 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 19 d. The Court and its personnel; 20 e. Court reporters and their staff; 21 f. Professional jury or trial consultants, mock jurors, and Professional 22 Vendors to whom disclosure is reasonably necessary for this Action and who have signed 23 the “Acknowledgment and Agreement to be Bound” attached as Exhibit A hereto; 24 g. The author or recipient of a document containing the information or a 25 custodian or other person who otherwise possessed or knew the information; 26 h. During their depositions, witnesses, and attorneys for witnesses, in the 27 Action to whom disclosure is reasonably necessary provided: (i) the deposing party 1 (ii) they will not be permitted to keep any confidential information unless they sign the 2 “Acknowledgment and Agreement to Be Bound,” unless otherwise agreed by the 3 Designating Party or ordered by the Court. Pages of transcribed deposition testimony or 4 exhibits to depositions that reveal Protected Material may be separately bound by the court 5 reporter and may not be disclosed to anyone except as permitted under this Stipulated 6 Protective Order; and 7 i. Any mediator or settlement officer, and their supporting personnel, 8 mutually agreed upon by any of the parties engaged in settlement discussions. 9 9. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 10 IN OTHER LITIGATION 11 If a Party is served with a subpoena or a court order issued in other litigation that 12 compels disclosure of any information or items designated in this Action as 13 “CONFIDENTIAL,” that Party must: 14 A. Promptly notify in writing the Designating Party. Such notification shall 15 include a copy of the subpoena or court order; 16 B. Promptly notify in writing the party who caused the subpoena or order to 17 issue in the other litigation that some or all of the material covered by the subpoena or 18 order is subject to this Protective Order. Such notification shall include a copy of this 19 Stipulated Protective Order; and 20 C. Cooperate with respect to all reasonable procedures sought to be pursued by 21 the Designating Party whose Protected Material may be affected. 22 If the Designating Party timely seeks a protective order, the Party served with the 23 subpoena or court order shall not produce any information designated in this action as 24 “CONFIDENTIAL” before a determination by the Court from which the subpoena or 25 order issued, unless the Party has obtained the Designating Party’s permission. The 26 Designating Party shall bear the burden and expense of seeking protection in that court of 27 its confidential material and nothing in these provisions should be construed as authorizing 1 or encouraging a Receiving Party in this Action to disobey a lawful directive from another 2 court. 3 10. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 4 PRODUCED IN THIS LITIGATION 5 A. The terms of this Order are applicable to information produced by a Non- 6 Party in this Action and designated as “CONFIDENTIAL.” Such information produced 7 by Non-Parties in connection with this litigation is protected by the remedies and relief 8 provided by this Order. Nothing in these provisions should be construed as prohibiting a 9 Non-Party from seeking additional protections. 10 B. In the event that a Party is required, by a valid discovery request, to produce 11 a Non-Party’s confidential information in its possession, and the Party is subject to an 12 agreement with the Non-Party not to produce the Non-Party’s confidential information, 13 then the Party shall: 14 1. Promptly notify in writing the Requesting Party and the Non-Party that 15 some or all of the information requested is subject to a confidentiality agreement with a 16 Non-Party; 17 2. Promptly provide the Non-Party with a copy of the Stipulated 18 Protective Order in this Action, the relevant discovery request(s), and a reasonably 19 specific description of the information requested; and 20 3. Make the information requested available for inspection by the Non- 21 Party, if requested. 22 C. If the Non-Party fails to seek a protective order from this court within 14 days 23 of receiving the notice and accompanying information, the Receiving Party may produce 24 the Non-Party’s confidential information responsive to the discovery request. If the Non- 25 Party timely seeks a protective order, the Receiving Party shall not produce any 26 information in its possession or control that is subject to the confidentiality agreement 27 with the Non-Party before a determination by the court. Absent a court order to the 1 contrary, the Non-Party shall bear the burden and expense of seeking protection in this 2 court of its Protected Material. 3 11. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 4 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 5 Protected Material to any person or in any circumstance not authorized under this 6 Stipulated Protective Order, the Receiving Party must immediately (1) notify in writing 7 the Designating Party of the unauthorized disclosures, (2) use its best efforts to retrieve all 8 unauthorized copies of the Protected Material, (3) inform the person or persons to whom 9 unauthorized disclosures were made of all the terms of this Order, and (4) request such 10 person or persons to execute the “Acknowledgment and Agreement to be Bound” that is 11 attached hereto as Exhibit A. 12 12. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 13 PROTECTED MATERIAL 14 When a Producing Party gives notice to Receiving Parties that certain inadvertently 15 produced material is subject to a claim of privilege or other protection, the obligations of 16 the Receiving Parties are those set forth in Federal Rule of Civil Procedure 26(b)(5)(B). 17 This provision is not intended to modify whatever procedure may be established in an e- 18 discovery order that provides for production without prior privilege review. Pursuant to 19 Federal Rule of Evidence 502(d) and (e), insofar as the parties reach an agreement on the 20 effect of disclosure of a communication or information covered by the attorney-client 21 privilege or work product protection, the parties may incorporate their agreement in the 22 Stipulated Protective Order submitted to the Court. 23 13. MISCELLANEOUS 24 13.1 Right to Further Relief 25 Nothing in this Order abridges the right of any person to seek its modification by 26 the Court in the future. 27 1 13.2 Right to Assert Other Objections 2 By stipulating to the entry of this Protective Order, no Party waives any right it 3 otherwise would have to object to disclosing or producing any information or item on any 4 ground not addressed in this Stipulated Protective Order. Similarly, no Party waives any 5 right to object on any ground to use in evidence of any of the material covered by this 6 Protective Order. 7 13.3 Filing Protected Material 8 A Party that seeks to file under seal any Protected Material must comply with Civil 9 Local Rule 79-5. Protected Material may only be filed under seal pursuant to a court order 10 authorizing the sealing of the specific Protected Material at issue. If a Party's request to 11 file Protected Material under seal is denied by the Court, then the Receiving Party may 12 file the information in the public record unless otherwise instructed by the Court. 13 14. FINAL DISPOSITION 14 14.1 After the final disposition of this Action, as defined in Section 5, within sixty 15 (60) days of a written request by the Designating Party, each Receiving Party must return 16 all Protected Material to the Producing Party or destroy such material. As used in this 17 subdivision, “all Protected Material” includes all copies, abstracts, compilations, 18 summaries, and any other format reproducing or capturing any of the Protected Material. 19 Whether the Protected Material is returned or destroyed, the Receiving Party must submit 20 a written certification to the Producing Party (and, if not the same person or entity, to the 21 Designating Party) by the 60 day deadline that (1) identifies (by category, where 22 appropriate) all the Protected Material that was returned or destroyed and (2) affirms that 23 the Receiving Party has not retained any copies, abstracts, compilations, summaries or any 24 other format reproducing or capturing any of the Protected Material. Notwithstanding this 25 provision, Counsel are entitled to retain an archival copy of all pleadings, motion papers, 26 trial, deposition, and hearing transcripts, legal memoranda, correspondence, deposition 27 and trial exhibits, expert reports, attorney work product, and consultant and expert work 1 contain or constitute Protected Material remain subject to this Protective Order as set forth 2 in Section 4 (DURATION). 3 14.2 Any violation of this Order may be punished by any and all appropriate 4 measures including, without limitation, contempt proceedings and/or monetary sanctions. 5 6 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 7 8 PRATO & REICHMAN, APC 9 Dated: October 2, 2023 By: /s/ Chris Reichman 10 Chris Reichman 11 Justin Prato Attorneys for Plaintiff Paul Sapan 12 13 14

BIENERT KATZMAN LITTRELL

15 WILLIAMS LLP 16 17 Dated: October 2, 2023 By: /s/ Daniel Z. Goldman Daniel Z. Goldman 18 Anne A. Uyeda 19 Attorneys for Defendants Quontic 20 Bank and Quontic Bank Holdings Corporation 21 22 23 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 24 Dated: 10/03/2023 /s/ Autumn D. Spaeth 25 Honorable Autumn D. Spaeth 26 United States Magistrate Judge 27 1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 4 I, [print or type full name], of 5 [print or type full address], declare under penalty of perjury that I have read in its 6 entirety and understand the Stipulated Protective Order that was issue by the United States 7 District Court for the Central District of California on [DATE] in the case of 8 [insert formal name of the case and the number and initials assigned to 9 it by the Court]. I agree to comply with and to be bound by all the terms of this Stipulated 10 Protective Order and I understand and acknowledge that failure to so comply could expose 11 me to sanctions and punishment in the nature of contempt. I solemnly promise that I will 12 not disclose in any manner any information or item that is subject to this Stipulated 13 Protective Order to any person or entity except in strict compliance with the provisions of 14 this Order. 15 I further agree to submit to the jurisdiction of the United States District Court for the 16 Central District of California for the purpose of enforcing the terms of this Stipulated 17 Protective Order, even if such enforcement proceedings occur after termination of this 18 action. I hereby appoint [print or type full name] of 19 [print or type full address and telephone number] as my California 20 agent for service of process in connection with this action or any proceedings related to 21 enforcement of this Stipulated Protective Order. 22 23 Date: 24 City and State where sworn and signed: 25 Printed Name: 26 Signature: 27 1 CONSENT CERTIFICATION 2 Pursuant to L.R. 5-4.3.4(2)(i), I hereby certify that all parties to this document have 3 consented to its filing and to the language contained herein and have authorized the 4 undersigned to affix their electronic signatures. 5 /s/ Daniel Z. Goldman 6 Daniel Z. Goldman 7

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