eran n = 10 aT 12 13 14 15 16 17 18 19 20 21 22 23 24 25 2 27 28 & DECLARATION OF DAVID B. GOLUBCHIK. I, David B. Golubchik, declare: 1. Laman attomey at law, specializing in bankruptcy law, and am a partner| in the law firm Levene, Neale, Bender, Rankin & Brill L.L.P. in Los Angeles, California. The facts set forth herein are based on my personal knowledge. 2, Levene, Neale, Bender, Rankin & Brill L.L.P. represented debtor Stan ‘Lee Media, Inc., a Colorado corporation (“SLMI”) in the bankruptcy proceeding in the Central District of California, Case No. SV-01-11329-KL, jointly administered with Case No. SV-01-11331-KL (“the Bankruptcy Case”). I was one of the attorneys principally responsible for representing SLMI in the Bankruptcy Case. 3. Onor about November 19, 2001, SLMI entered into an Asset Purchase Agreement whereby certain SLMI assets were to be transferred to a company that would utilize the active involvement of Stan Lee in order to exploit the value of the Stan Lee created assets being transferred (“the Asset Purchase Agreement”). 4, On November 27, 200] Levene, Neale, Bender, Rankin & Brill L.L.P filed on behalf of SLMI a Motion for Order to Approve Sale of Assets Free and Clear of Liens. The purpose of this motion was to obtain Court approval for the sale by ‘SLMI of certain creative assets, including the properties and characters known as The Accuser, The Drifter and Stan's Evil Clone, which are the subject of the Complaint in this case. 5. The primary focus of the transfer was that Stan Lee be involved. In fact, as we stated in the Motion, “[I]n order to exploit the Creative Assets and generate funds for the estates, it is crucial that Stan Lee be a part of such exploitation. The Debtors believe that the Creative Assets have minimal or no value with: involvement.” The paramount factor was that the transferee entity be creatively controlled by Stan Lee. 6. As we further stated in the Motion, “The Debtors believe that the Agreement is in the best interest of the estates and that the Agreement will result in 2 DECLARATION OF DAVID B, GOLUBCHIKcreating value out of the Creative Assets, which value, the Debtors believe, can only bbe created with the direct involvement of Stan Lee.” Thus, any sale transaction must have involved Stan Lee personally as without the involvement of Stan Lee, the Debtors believed that the Creative Assets had no value. 7. — Ubelieve that the primary factor in the transfer was Stan Lee. In my opinion, the name of the entity acquiring the properties was not important to the debtors or the creditors. 8. I believe that it was of no import that SLC, LLC (the company originally referred to in the Asset Purchase Agreement) did not acquire the Creative Assets, but rather QED did, From the bankruptcy estate’s perspective, the primary factor was that Stan Lee controlled the entity and was involved with the exploitation of the properties, I declare under penalty of perjury under the laws of the United States of] America that the foregoing is true and correct. Executed this 12" day of December, 2008. DavidB. Golubchik ‘DECLARATION OF DAVID B, GOLUBCHIK