Motion-Secondary: BENTLY BIOFUELS COMPANY LLC DBA BENTLY BIOFUELS VS. K. DAVID FISHER et al

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PARD, MULLIN, RICHTER & HAMPTON LLP

Partnership ELECTRONICALLY
ional Corporations
LAND, Cal. Bar No, 148687 . F ILE D
ZADEH, Cal, Bar No. 235974 upertor Court of Ci
DORNA § MOINI, Cal. Bar No, 287115 County of San Francisco
adero Center, 17" Floor 12/24/2014
or
0, Calitornia 931 11-4109 lerk of the ou
Deputy Clerk

@sheppardmullin.com
jeh@sheppardmullin.com
neppardmullin.com

Attorneys for Plaintiff”
BENTLY BIOFUELS COLLECTION SERVICES LLC d/b/a

BENTLY BIOFUELS COLLECTION SERVICES, LLC,

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO

Y LLC d/b/a | Case No, CGC-13-535864

TION

DECLARATION OF BRADY J, FREY IN
SUPPORT OF MOTION FOR SUMMARY

rE
SERVICES, LLC

Plaintitt, | JUDGMENT
. |
Date: March 12, 2015
K. DAVID PISHER; 3D OILA&GREASE, Time: 9:30 am
LLC; and DOES 1-25, inclusive, Department: 302

Reservation No. 121714-09
Defendants.

ARATION OF BRADY 1. FREY IN SUPPORT OF MSI

DECoC ON DHA BP WN

I, Brady J. Frey, declare as follows:

1. 1am the Chief Operating Officer for Bently Holdings California Limited
Partnership, a related company to Bently Biofuels Collection Services (“Bently”), Plaintiff in the
above-captioned matter. I have held this position since September 2014. Prior to holding this
position, I was the Direct of Operations for Bently. 1 have been employed by Bently since May
2005. I have personal knowledge of the facts set forth below and make this declaration in support
of Plaintiffs Motion for Summary Judgment, or in the alternative, Summary Adjudication. If
sworn as a witness, I could and would testify as set forth herein,

2. As part of my duties as Director of Operations, I oversaw the direction for
Bently Holdings, including operations, human resources issues, security, property management,
engineering, IT, design, and development. I am familiar with Defendant K. David Fisher and his
employment at Bently.

3. In August 2013, Bently purchased the business assets of Got Grease, LLC
(“Got Grease”) pursuant to an Asset Purchase Agreement. A true and correct copy of relevant
excerpts of the Asset Purchase Agreement is attached hereto as Exhibit A. Through the terms of
the Asset Purchase Agreement, Bently acquired Got Grease’s goodwill, customer lists, customer
accounts, contract rights, agreements, and proprietary data. A major element of the purchase was
Got Grease’s confidential information, which allowed Bently to expand its business while
maintaining its reputation as a leading enterprise in the cooking oil and grease trap collection
industry in the San Francisco Bay Area, which is an extremely small industry with a select
customer base. Following the purchase, Bently continued to use Got Grease’s name with some of
its customers for purposes of name recognition and ease of reference.

4, Following the purchase of Got Grease, Bently hired K. David Fisher, a
former Got Grease employee, as a Truck Driver for Bently. Mr. Fisher’s employment at Bently
was terminated for poor performance and insubordination on or about September 6, 2013.

5. In October 2013, Bently discovered that Mr. Fisher was misrepresenting
himself to Bently customers as an employee of Bently and/or Got Grease and stealing used oil
from Bently’s collection bins on its customers’ property. In addition, Mr. Fisher was stealing

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CASE NO. CGC-13-535864 DECLARATION OF BRADY J. FREY IN SUPPORT OF MSIBently’s collection bins and replacing them with bins labeled with the name of Mr. Fisher’s new
company, 3D Oil&Grease (“3D”). Attached hereto as Exhibit B is a true and correct copy of the
police report that Bently filed with the San Francisco Police Department in connection with one
such incident.

6. Bently sent a cease and desist letter to Mr. Fisher, demanding that he stop
stealing used cooking oil from Bently’s customers, and misrepresenting himself to the customers
as a Bently or Got Grease employee. A true and correct copy of this cease and desist letter, dated
October 30, 2013, is attached to this declaration as Exhibit C. On December 3, 2013, Bently filed
the Complaint in this action against Mr. Fisher and 3D. Despite this, to date Mr. Fisher and 3D
have not ceased engaging in the activities described in the cease and desist letter or in the
Complaint, based on the Company’s investigation and documented evidence of same against
Defendants.

7. For example, based on documented evidence, on or about November 4 or 5,
2013, K. David Fisher (a former Bently employee), stole cooking oil out of Bently’s collection
containers located at three of its customers’ sites. Those customers were Swiss Louis, Hook &
Cook, and Chowders. Mr. Fisher also stole the containers themselves and replaced them with 3D
containers, A true and correct copy of a description of this theft is attached to this declaration as
Exhibit D. A copy of this report — which was a record of an act or event created in the regular
course of business and contemporancously with the event taking place ~ has been maintained in
Bently’s records starting on or about November 6, 2013. I have access to the same within the
regular course and scope of my employment with Bently.

8. Robert Dentley is another former Bently employee, who, upon information
and belief, now appears to be working with 3D and Mr. Fisher. Mr. Dentley was present when
Based on pictures and documentary evidence from a third party investigator, Mr. Fisher stole the
cooking oil and containers from Swiss Louis as described above.

9. By way of another example, based on documented evidence, on or about
February 7, 2014, Mr. Fisher and Mr. Dentley stole the cooking oil out of Bently’s containers at
Limon Rotisserie, Skool Restaurant, and Cha Cha Cha. Mr. Fisher and Mr. Dentley also stole

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CASE NO. CGC-13-535864 DECLARATION OF BRADY J. FREY IN SUPPORT OF MSJoO mI ADH PB WN &

Bently’s collection barrels from those locations and replaced them with 3D barrels. True and
correct reports of Mr. Fisher’s various acts of theft, as witnessed by our third party investigator,
are separately being submitted to the Court.

10. _ Bently also has Oil Collection Agreements that were contracted with its
customers through Got Grease prior to Bently purchasing Got Grease’s assets. Through the Asset
Purchase Agreement, both these agreements and the right to enforce them transferred to Bently.
These agreements are for a term of two years and renew on a month to month basis after the two
year term. Under the terms of these agreements, the customers agree to keep all contents of the
agreement confidential, including the specifications prices, and conditions. True and correct
copies of the Got Grease Oil Collection Agreements assumed by Bently are attached hereto as
Exhibit E, Bently has produced these contracts to Fisher in discovery.

ll, Afier taking over Got Grease, Bently entered into Used Oil Collection
Agreements with many of its customers. These contracts are generally entered into for a term of
12 months or two years. For those agreements that are entered into for a term of 12 months, the
contracts state that the term of the agreement shall be for 12 months, where Bently will be the
exclusive service provider for the oil collection. After the expiration of the initial term, the
agreement automatically renews for another 12 months, unless either party notifies the other by
Certified Mail not less than 60 days before the expiration of the then-existing term. None of
Bently’s customers have terminated their contracts through this method. These agreements also
note that all collection containers and any used cooking oil or inedible kitchen grease (“UCO”)
that is placed in the bins are the property of Bently and shail not be removed. True and correct
copies of some examples of Bently’s 12 month Use Oil Collection Agreements are attached hereto
as Exhibit F. Bently produced these contracts to Fisher in discovery.

12. Bently has a third form of exclusive collection agreement with customers,
such as Limon Rotisserie and Cha Cha Cha. This agreement is in effect for one year from the date
signed and operates month-to-month after that. Again, these agreements state that UCO (the used

oil) placed into the container becomes the property of Bently. These agreements have been in

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CASE NO, CGC-13-535864 DECLARATION OF BRADY J. FREY IN SUPPORT OF MSJoO ON DH FF WN

effect during the time that Fisher stole oil from Bently’s customers. True and correct copies of
this form of collection agreement are attached hereto as Exhibit G.

13. Bently compiles incident reports for suspected wrongful activity. In
relation to Fisher’s theft of UCO and collection containers located on customer properties, I
compiled detailed information related to each act theft by investigating and recording the facts
relevant to each fact. Since October 2013 to the present, Bently has documented 29 thefts of its
used oil and collection bins maintained on customers’ properties by Fisher and/or 3D. This report
is a record of acts or events of theft, and was created in the regular course of business and
contemporaneously with the thefts and investigation of the same taking place. I have access to the
same within the regular course and scope of my employment with Bently. A true and correct copy
of these incident reports in question are attached hereto as Exhibit H.

14. The incident reports demonstrate that Bently’s UCO and oil bins were
stolen, indicate the time and place where they were taken, the facts related to each theft uncovered,
and the individual who reported the theft. The incident reports also indicate that Bently had a
contract with the customers at the time of the theft.

15. These incident reports also document if a customer canceled their service as
a result of Fisher’s activities, For example, on June 15, 2014, Red Java House, a Bently customer
with a then-active contract, stated that they cancelled their service because their Bently oil
container disappeared and was replaced with a 3D container. This incident has been documented
at page 20 of the incident reports (Exhibit H).

16. Bently hired Siragusa Investigations to conduct surveillance of Fisher, The
firm provided us with a number of reports and videos of Fisher between October 2013 and the
present. The pictures that are attached as Exhibits to the Declaration of Pete Siragusa in Support
of Bently’s Motion for Summary Judgment are still frames from those videos. I completed the
extraction of the pictures from the videos. Other than turning the video into still frames, the
pictures have not been altered or modified in any way from what we received from Siragusa

Investigations.

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CASE NO. CGC-13-535864 DECLARATION OF BRADY J. FREY IN SUPPORT OF MSJOo Oo NDA HW BP WN

S

ll

17. After I extracted still frames from the videos, as described above, my
security team and I reviewed those pictures and created brief descriptions of each photo, based on
what is clearly visible from the picture, the information available to us (such as the identification
of the individuals we know in the pictures, the Company bins, etc.), and the investigator’s report.
True and correct copies of these still frame pictures, with their brief descriptors, are attached here
to as Exhibit I. These pictures show and describe just a sample of the many acts of misconduct
and theft of Bently property by Fisher (through 3D) between January 21, 2014 to February 7,
2014, Each picture contains the correct date and time stamp, identifying when the incidents
occurred. The pictures also reveal that Fisher had help from other individuals in misappropriating
Bently’s property.

18. Asaresult of my role at Bently, I am familiar with the Got Grease and
Bently uniforms worn by employees who collect UCO from our customers. I know what the Got
Grease uniforms look like because some of Bently’s employees continued to wear their old Got
Grease uniforms after Bently purchased Got Grease (we continued to use the Got Grease name
during the transitional period after the purchase of Got Grease for continuity purposes). I also
reviewed the uniforms after the purchase of Got Grease when trying to determine what uniforms
Bently should use going forward. I know what the Bently uniforms look like as well because I
worked with Bently’s design department to design them and because I used to see Bently
employees wear them every day.

19, I have reviewed several pictures of David Fisher and his cousin, Robert
Dently, that we received from Siragusa Investigations, the private investigation firm that Bently
hired to document Fisher’s misconduct over the past year. I know both Fisher and Dently as I
worked with them at Bently when they were employed there. True and correct copies of the
pictures that I reviewed are attached hereto as Exhibits J and K.

20. The individual in Exhibit J is Fisher. The uniform that he is wearing is a

Got Grease uniform, or one that looks virtually identical to a Got Grease uniform.

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CASE NO. CGC-13-535864 DECLARATION OF BRADY J. FREY IN SUPPORT OF MSJwo ond DAW BF WN

10

21. Exhibit K pictures both Fisher and Dently, who appear to be working
together. Fisher is on the left in a Got Grease uniform (or one that looks virtually identical to a Got
Grease uniform); and Dently is on the right wearing a Bently uniform (with a Bently logo on it).

22. Attached hereto as Exhibit L is a true and correct copy of a picture that my
team took of a Bently employee wearing a Bently uniform. This picture was taken on April 7,
2014. I personally edited this picture to blur out the employce’s face in order to protect the
employee’s privacy. As evident from the picture, it is identical to the uniform worn by Dently
(discussed above).

I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct. Executed this 19" day of December 2014, in San Francisco,

California.

SMRUH:435620487.1

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CASE NO, CGC-13-535864 DECLARATION OF BRADY J. FREY IN SUPPORT OF MSJEXHIBIT AAGREEMENT FOR PURCHASE AND SALE OF BUSINESS ASSETS

This AGREEMENT FOR PURCHASE AND SALE OF BUSINESS ASSETS (the
Agreement’) is entered Into by Got Grease, LLC, a California limited liability company
("Seller"), Bently Biofuels Company, LLG, a California limited liability company ("Purchaser"),
and, with respect to Section 20 only, David Levenson (‘Mr. Levenson”), and, with respect to
Section 21 only, Linda Levenson (“Mrs. Levenson”) (Individually, a “Party” and collectively, the
“Partles”),

Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller,
the Assets described herein, for the consideration and upon and subject to the terms, provisions.
and conditions herelnatfter set forth.

1. ASSETS.

The property sold and purchased are the assets of the business operated by Seller
located in California (hereinafter referred to as the “Assets") to include the following:

4.01 All personal property and interests therein, including machinery, equipment,
vehicles, storage tanks, bins, pipes, filtering systems, screening equipment, trailers, pumps,
compressors, consumables, spare and replacement parts, and other tangible personal property
used in connection with Seller's business, including Items listed on Exhibit 1, which is attached
hereto and incorporated by this reference;

4.02 All inventories of raw materials, work-in-process, finished goods and the like on
the date of Closing that are of merchantable quality;

4,03 All customer accounts and rights under contracts, agreements and bids,
proposals or quotes of the Seller's business, including historical customer data to the extent
legally transferable. All intellectual property, including web site, domain name(s), waste
vegetable oll collection and grease trap collection guidelines and Standard Operating

Procedures (SOPs); files and records containing technical support, Instruction and owner's

4manuals and other Information pertaining to the operation of the Assets; patents, copyrights,
trademarks, trade names, know-how, processes, trade secrets, inventions, proprietary data,
formulae, research and development data, computer software programs; and other Intangible
property related to or used in Seller's business;

4.04 All right, title and interest in the company name and derivatives of the company
name used in the Sellers business and all telephone and facsimile numbers used in
connection with the Sellers business;

4.05 All records, files and papers of the Seller relating to the Assets, in whatever
media retained or stored, including computer programs and files; and further Including
engineering Information, sales and promotional literature, manuals and data, sales and
purchase correspondence, and lists of present and former customers, and personnel and
employment records, as deemed appropriate;

4.06 All computer software programs licensed to Seller for its internal use and data
used in connection with the Seller's business;

4.07 All computer hardware and accessories;

4.08 All goodwill associated with Seller's business or the Assets, together with the
right to represent to third parties that Purchaser is the successor to the Seller's business.

2. CONTRACT SALES PRICE.
The total sales price for the Assets is
(the “Purchase Price”). The amount fo be pald at closing will be net
of the non-refundable deposit to be paid in accordance with Section 8, The balance due will be

payable via wire transfer at Closing to an account designated by Seller.effective when each party hereto shall have received a counterpart hereof signed by the other

parties hereto.

IN WITNESS WHEREOF, the Parties have executed this Agreement this /) Lt day of

July , 2013.

SELLER:

GOT GREASE LLC
a Gallfomia limited liability company

By;
Linda Levenson, Manager
1728 Ocean Ave, #124
San Francisco, CA 94112

PURCHASER:
BENTLY BIOFUELS COMPANY, LLC
a California limited liability company

By:

Christopher P. Bently, President
Bently Biofuels Company, LLC.
240 Stockton Street

San Francisco, CA 94108

2effective when each party hereto shall have received a counterpart hereof signed by the other

parties hereto.

IN WITNESS WHEREOF, the Parties have executed this Agreement this day of

, 2013,

SELLER:

GOT GREASE LLC
a California limited liability company

By:

Linda Levenson, Manager
1728 Ocean Ave, #124
San Francisco, CA 94112

PURCHASER:

BENTLY BIOFUELS COMPANY, LLC
a California limited liability company

By:

Christopher P. Bently, President
Bently Biofuels Company, LLC
240 Stockton Street

San Francisco, CA 94108

21EXHIBIT BPrint Report

LETT
ee

Genera! Information
Incident Type

Case Number

Report Date

Reporting Person Information

Name

Home Address
Nighttime Phone
Email

Employer Name
Work Address
Daytime Phone
Sex

DOB

Incident Information
Incident Location
Incident Time (start)
Incident Time (end)
Location Type

Theft Type

Entry Location

Method of Entry

Point of Entry

Incident Description

This incident has been reported to the
San Francisco Police Department
and is pending approval

10/10/13 2:51 PM

San Francisco Police Department
850 Bryant Street, Room 475
San Francisco, CA 94103
415-553-1242

Theft
Pending
10/10/2013 02:44 PM

Tooker, B.J.

240 STOCKTON Street, 7 flr, SAN FRANCISCO, CA 94108, US
415-728-7240

bj@bentlyenterprises.com

Bently Biofuels

3501 COLLINS Ave., Richmond, CA 94806, US
415-288-0202

Male

11/16/1975

1001 S. Van Ness Avenue, SAN FRANCISCO, CA 94110
10/06/2013 01:00 PM

10/06/2013 01:20 PM

Restaurant

Other

Other

Other

Other

Suspect: Kamehameha David Fisher, DOB: 02-06-65, CADL# C3964578, 74
Kelloch Ave. S.F., CA. 94103, PH: 415-370-3775

Witness: Terrell (Bently Biofuels acquaintance, info available if needed)

Witness: Cesar Sioeeis (Limon Rotisserie employee) Cell: 415-786-3283, WK:
415-821-2134

On 10-08-13 at app. 1635 HRS. Bently Biofuels (BB) was contacted via
telephone by an acquaintance, Terrell to report witnessing a used cooking
grease theft at Limon Rotisserie (LR) form one of BB's grease collection
barrels,

Terrell stated he had watched as former BB employee, David Fisher, dressed
in his old BB uniform w/ name tag, pulled up to the LR restaurant in a red

https://secure.coplogic.com/dors/en/titing /showprintablereport?dynparam=138 1441457207 Page 1 of 2Print Report

Property Information
Not

Type

Brand

Model

Color

Serial No

How Many

Market Value ($)
Property Description

10/10/13 2:51 PM

International truck w/ a black 1,500 gallon vacuum tank on the back bearing
CA Lic.## 605853 and began vacuuming oil from a BB 55 gal. drum located
adjacent to the restaurant.

On 10-09-13, BB Collection Driver C.J. Perez attempted a grease pick up at
LR. While there he confirmed the BB drum had been emptied and spoke with
a LR employee named Cesar Sioeeis. Cesar stated he had witnessed David
Fisher remove grease from the 8B drum and provided a hand written /
signed statement to Perez at that time (see attached).

The BB drum was estimated to be full of used cooking grease at the time of
the theft and is valued by BB at $50.00.

End.

Other Items

N/A

N/A

Gold

N/A

55

50.00

Used cooking oil / grease to be recycled

hutpst/ /secure.coplogic.com/dors /en/filing/showprintablerepart?dynparam= 1381441457207 Page 2 of 2EXHIBIT CSheppard Mullin Richter & Hampton LLP

SheppardMullin Four Embarcadero Center, 17h Floor

‘San Francisco, CA 94111-4109
415.434.9100 main
416.434.3947 main fax
www.sheppardmullin.com

415.774.3194 direct
byousefzadeh@sheppardmullin.com
October 30, 2013
File Number: 26ZW.173012

VIA U.S. MAIL AND HAND DELIVERY

K. David Fisher
74 Kelloch Street
San Francisco, CA 94134

Re: CEASE AND DES!
Dear Mr. Fisher:

This firm represents Bently Biofuels Collection Services, who as you know recently acquired Got
Grease. Both entities are your former employers. | write you this letter in response to
confirmed reports of your repeated and blatant acts of theft and other misconduct against your
former employers. /t is critical that you review this letter carefully.

Relevant Facts

Bently Biofuels and Got Grease (hereafter the "Company”) have received information and
reports that you have engaged in repeated and blatant acts of fraud, theft, and interference with
contractual and economic relationships, as well as a host of other transgressions, against the
Company.

First, we have confirmed that, on or about Sunday, October 6, 2013, at approximately 1 p.m.,
you went to Limon Rotisserie and pumped oil out of the Got Grease container. As you are well
aware, the Company has an exclusive contract for used oif services with Limon Rotisserie and
maintains a 90 gallon container on the premises, with its Got Grease logo on the container. On
or about October 6 you went to Limon Rotisserie wearing a Got_Grease_ uniform, and
misappropriated Company oil from its container without authorization. Clearly, at the time, you
were not a Company employee, yet you intentionally wore a Got Grease uniform to deceive the
customer, who has confirmed he was deceived by you, in part because of the uniform you were
wearing and in part because you misrepresented yourself as a Company employee.

Notably, you admitted to this misconduct to our employee, Joshua Clutter, whom you informed
that: (1) you received a call from Limon Rotisserie who was attempting to reach a Company
agent, (2) you did not advise Limon Rotisserie that you were no longer a Company employee,
(3) you did not advise Limon Rotisserie to contact the Company for services (and could offer no
explanation for not doing so), and (4) you intentionally went to Limon Rotisserie and took
Company oil from the Got Grease bin without authorization, Thereafter, you also failed to leave
a copy of the manifest for the oil stolen, further indicating his attempts at deception.SheppardMullin
October 30, 2013

K, David Fisher

Page 2 of 5

Second, we have confirmed that, on or about October 16, 2013, at approximately 10:30 a.m.,
you went to the restaurant Grindz and pumped used oil of the Got Grease container. As you
are well aware, the Company provides used oi! collection services to Grindz, and maintains a 42
gallon container on Grindz’ site with its logo on the container. On October 16, upon the
Company employees’ arrival to empty said container, they were advised by Grindz that you had
arrived at 10:30 a.m. on the sarne day and emptied the Got Grease container. Again, Grindz
was under the impression that you were a Company employee because you misrepresented
yourself as such. Notably, Grindz personnel did not react well when they realized you had
misrepresented yourself and had stolen Company property from their premises.

Third, we are in receipt of reports and other information confirming that you have stolen used gil
from Got Grease containers from numerous other customer locations, including Flour and
Water, BlowFish, Mission Bowling and multiple other sites. It appears that in many, if not all, of
these additional instances, you wore a Got Grease uniform and/or held yourself out to be a
Company employee to intentionally deceive Company customers.

Lastly, we have received confirmed reports that you went to a Got Grease customer, Wise
Sons, and represented that you had started your own business, and solicited Wise Sons’
business for your new enterprise. You also represented that your new business partner was
David Levenson, an individual who sold Got Grease to Bently Biofuels, and who is currently
under contractual obligation not to solicit or Company clients or compete with it in any way.

The foregoing misconduct subjects you to numerous civil claims, including breach of
contract, fraud, interference with economic relationships, and conversion; and it also
subjects you to varlous criminal sanctions under the California Penal Code and Food and
Agricultural Code.

The below are only a few examples of the consequences of your actions.
Civil Clalms
Breach of Contract

Upon Bently Biofuels’ acquisition of Got Grease, and your employment with the same, you
executed an Employment Agreement. In that Employment Agreement you agreed to maintain
confidential and not misuse any private or proprietary company information “including but not
limited to customer lists,” either during your employment or for 3 years thereafter.

In the same Employment Agreement, you agreed to be bound by the terms of the Bently
Biofuels Emptoyee Handbook. The Handbook expressly states:

Employees must protect [Bently Biofuel's} trade secrets and other

confidential information from disclosure to anyone ... For example, the

following types of information should be considered confidential ...

¢ Information gained in the course of their work except when disclosure
is authorized...SheppardMullin
October 30, 2013

K. David Fisher

Page 3 of 5

+ Customer lists and histories...
* Pricing data
« Marketing data and strategies

The Handbook further wams that: "Employees must also take care to not use ... confidential
information for unethical or illegal advantage either personally or through other parties." These
obligations under the Employee Handbook continued after your separation from the Company.

Notwithstanding the covenants you made, you have taken confidential information owned by the
Company, including customer lists, pricing data, marketing data and strategies, and other
information gained during your employment with the Company, and used it to undermine the
Company and its business, and for your own personal gain. The Company is prepared to seek
all remedies available to it for such a breach of your contractual obligations, including injunctive
relief.

Fraud

Your efforts to trick customers into believing you are a Company employee, thereby giving you
access to Got Grease containers, is a textbook form of fraud. You attempts at blatant deception
include wearing a Got Grease uniform and misrepresenting yourself as a Company employee at
places like Limon Rotisserie, Grindz and several other locations. The fact that both Limon
Rotisserie and Grindz believed you to be a Company employee, and gave you access to their
premises (and the Got Grease container), is proof of your deception as well as the harm to the
Company. The Company is prepared to pursue any and remedies available against you for
fraudulent activities, including economic and punitive damages.

Interference with Contractual Relationships and Economic Advantages

The Company has economic and contractual relationships with its customers, and a contractual
relationship with David Levenson. Your solicitation of Company customers, under the facts
present here, and your solicitation of Mr. Levenson to violate his contractual obligations to the
Company, both subject you to claims for interference with those relationships. The Company is
prepared to pursue any and all remedies available against you for such interference, including
all economic and general damages.

Misappropriation and Conversion

As you no doubt know, Got Grease’s containers on customer premises and all used oil in them
are the sole property of the Company. You also are well aware that the used oil in those
containers have monetary value. Nevertheless, you have repeatedly stolen that oil from
Company containers for your own personal gain. This theft opens you to claims of
misappropriation and conversion, and the Company is prepared to pursue any and all remedies
available to it for such a claim.SheppardMullin
October 30, 2013

K, David Fisher

Page 4 of S

Criminal Sanctions

The California Penal Code prohibits theft of the personal property of another, whether such theft
is outright, or through deception, false pretense or fraudulent representation. See, e.g., Cal.
Pen. C. § 484. Your misconduct squarely falls within the prohibitions set forth in the penal code,
including your efforts to misappropriate Company property through deception and fraudulent
misrepresentation.

Equally importantly, the Food and Agricultural Code also has numerous provisions governing
the use and misuse of used oil. For example, Food and Agricultural Code Section 19313.5
expressly states that it “is unlawful for any person to steal [or] misappropriate ... inedible kitchen
grease, or containers thereof." Further, Section 1180.24 of the same Article requires that the
Collection of used oil be documented and tracked, including through detailed manifests upon
collection (which must meet the requirements of this code section). Failures to abide by these
requirements can not only subject individuals to criminal sanctions (such as prison time and
fines) but also lead to suspension of their license to perform such work. See, e.g., Food and
Agricultural Code sections 19440-19447,

Here, there is confirmed evidence that you have stolen Company used oil (through fraudulent
misrepresentation or otherwise) and have failed to provide the manifest for the stolen oil. These
are serious violations of the law.

By this letter, the Company demands that you immediately cease and desist from
engaging in any further misconduct described above, or similar to it. Among other things,
the Company demands that you immediately:

« Stop using the Company's customer lists or other confidential information to undermine
the Company or its business relationships;

* Stop violating your contractual obligations to the Company, including those arising from
your employment with the Company;

* Stop fraudulently misrepresenting, holding yourself out to be, or deceiving Company
customers into believing that you are, a Company employee;

* Stop wearing any uniform or other clothing suggesting you are a Company employee,
including any Got Grease shirts (or other apparel) and immediately return any such
apparel in your possession;

* Stop holding yourself out to be or misrepresenting yourself as a Company employee or
agent in any capacity;

» Stop interfering with the economic advantages or contractual relationships of the
Company, including those with its customers or David Levenson; andSheppardMullin
October 30, 2013

K. David Fisher

Page 5 of 5

« Stop stealing or misappropriating any more Company property, including its used oil.

Understand that my client deems this matter to be of utmost importance, especially due to the
facts that: (1) you are using confidential customer lists and information to undermine and
compete with the Company, (2) your misconduct is a blatant violation of civil and criminal law;
(3) your misconduct harms the Company's business, its reputation, and its economic and
contractual relationships; and (4) your intentional misconduct amounts to direct theft from the
Company. Your conduct to date suggests you believe you may engage in such misconduct
without consequences. It would be a mistake to draw that conclusion. The Company will not
tolerate any further acts of misconduct. My client is actively monitoring this situation, and
weighing all its options, including pursuing any and ail legal avenues at its disposal against you.

My client expects that you will repay it for all the used oil that you have stolen from it, The
Company is currently in the process of gathering information for this and other purposes. My
client also expects that you will immediately cease and desist any further acts of misconduct
described above.

If you wish to discuss any of the issues described in this letter, you may contact me directly.

nol A

Babak Yousefzadeh
for SIEPPARD, MULLIN, RICHTER & HAMPTON LLP

Sincerel:EXHIBIT DOn . Novenber G, 2013 |

1 Myselé end & Qo- Worker was. .Collectad
U0... C used Cooled oft) Prom  Serveral..
accounts... on Par FE iw San Franaseo, Gas .
These accounts ave: Cagles Coley. Swiss. Lours,
Crab... House, Manges, Hei.and Cook, enh Chowder
usvelly  Ubbek awd Cook pl Uhowder Laewas.
There CD  ovk wv Frond of thay. Casturond
and thi wovevng They warent, hare, Se
my Com wor Key . awk wy salle decidaid +6
1 Yo upstart and Service Swiss, lots, Eagle Cafe,
boom Cyab House.

when We. avevad ab. dwhs.lorls, we.
Abbe... hob. ti. Compcony iy Wert Mod. Of Place
ever Company. (3-0 ofl) bay
tal Places. L. Maleed the. Cook. what heel
| Weppen.to...erk, een

ard Yhire wens

conk he an Gr med ine. the.
They were Switching Gomganias.. because... thay. wale
mor & Cowmiler.. witha, the Geatlemran, dhe hed
een..tollectirls. Srom thaw. Sor past Cem yout
Bean... Weaving my Cor wetter. wen TL went
Vrade. down Stee te Chow dev. end. bool, anf Coak
to tnquery ve they we Bone he. Sere,
an bo on dsplaeasure AW nd done Ae
save, We Conirved ace gate Ca\leting Coun
Crab Hevea ond Eorfle Cle woke SLM remains
Loyol Raskum ay |

A por Teachns ary Lae hop on thePier, Mangos wa doscoversd ga bse
Gonhener we pave wm Place there wos
Gor lately ampt when we areal Yao
teak, who we Quah aut Gole nao a

Aley Mange whet fad beppen He infoewd
vs that  twe Grartlrynren whe he disertbe
anh was Fawrchet with, as David Fara end
Ro Dery Danby hak Come on the Monde (ipa
fo con eels up es el, he alse “atoll

i) vs Sod ray wert Wearing Vee Semwe

Hows Cov ws ago We wort

A pon Haonis ths, Decent back te Suiss
i Levis , tok  prttercs of Fhe Berrll |
Called my — Svpervisel end told hun of Xhe
inferwehon wai ht been GivingEXHIBIT E- - ~ . - - . e@ @

DELUXE FOR BUMNESS 1 i el. G 707200788

Oil Collection Agreement

This form represents a binding agreement between Got Grease LLC and

client: AE Sub ¢

Address: _
Primary Contact Name:

Terms of agreement:

1, Got Grease has been appointed py AK Subp as the service provider

to collect used cooking oil at the above address(es).
other S weeks:

° Frequency: monthly bi-monthly weekly

e Number of Containers: /

» Container size: a. gallons vfutheeds

* Location of containers: _/a patting hat roy tt to Yrmch rns

+ Othernotes: Accect fom Hecasan Sh is eusiesf

2. Contract wilt be in place for two years and will renew on a month-to-month basis after the
fwo year term.

« Gol Grease has agreed to purchase container(s} to be placed at the above address

. _ Ak Subs will only dispose of waste cooking oil and its contents in the
container and only allow Got Grease fo collect and remove the oll.

Provisions applicable to Got Grease
1, Got Grease agrees to collect, Iranspart and recycle in accordance with all applicable laws and regulations.
2. Got Grease caries a $1,000,000 general liabilily insurance in accordance with Califomia state law.

Acceptance of Agreement: The above specifications, prices, and conditions are satisfactory and

ore hereby accepted. Got Grease is authorized fo do the work as specified, Client agrees to keep
all contents of this agreement confidential in its entirety.

Date of Acceptance Signature

Title

Dwinne

P000388Ty GetGrease?

» wy think

ELEN
Oil Collection Agreement

This form represents a binding agreement between Got Grease LLC and

, Boule
Client: i = ~ Tel:
Address: __
J
Primary Contact Name: :

Terms of agreement:

1, Got Grease has been appointed by ‘as the service provider
to collect used cooking oil at the above address(es). ke
< uf
SY

Frequency: monthly bi-monthly weekly othey

. 7
Number of Containers: 4b
Container size: —— gallons

» Location of containers:

° Other notes:

Contract will be in lace for two vears and will renew on a month-to-month basis affer the
two year term.

Got Grease has agreed to purchase container(s) to be placed at the above address

will only dispose of waste cooking oil and its contents in the
container and only allow Got Grease to collect and remove the oil.

Provisions applicable to Got Grease
1. Got Grease agrees to colleci, transport and recycie in accordance with all applicable laws and reguiotions.
2. Gol Grease caries o $1,000,000 general liobilily insurance in accordance with California stale low,

Acceptance of Agreement: The above specifications, prices, and conditions are satisfactory and
ore hereby accepted. Got Grease is authorized to do the work as specified. Client agrees to keep
all contents of this agreement confidential in its entirety. 4mm

Date of Acceptance

ri

lin An ( gi fs gd

re

P000396G.utGrease?

tisk ps een

Oil Collection Agreement

This form represents a binding agreement between Got Grease LLC and

Client: 2S Cha CHUA _ Tek. —_—
Address: .
Primary Contact Name. Number:

Terms of agreement:

1. Got Grease has been appointed by Cf A Chit CHR as the service provider
to collect used cooking oil at the above address(es}.
_ other @ iveotas

* Frequency: monthly ____. ___. bi-monthly _ weekly _.

© Number of Containers: _ Z

* Container size: _galions w/ owls .

* Location of container vatte beta Wh Shr enyee shed [oté Stivatec!|
* Olhernotes:_ Gates i egw flee. bees

2. Contract will be in place for two years and will renew on a month-to-month basis after the
iwo year term.

e Got Grease has agreed to purchase container(s) to be placed at the above address
. Che Cha Un will only dispose of waste cooking oil and ils contents in the
container and only allow Got Grease to collect and remove the oll.
Provisions applicable to Got Grease

1, Gol Grease agrees to collect, iransport and recycle in accordance wilh ail opplicable faws and reguialicns,
2. Got Grease caries a $1,000,000 general liahiily insurance in accordance with California state law,

Acceptance of Agreement: The above specifications, prices, and conditions are satisfactory and
are hereby accepted. Got Grease js authorized to do the work as specified. Client agrees to keep
oll conients of this agreernent confidential in ils entirety,

Date of Acceptance
22g fia

P000404GwtGrease?
“an

Grease Trap Maintenance Agreement

This form represents a binding agreement between Got Grease LLC and

Business; _/ViSE SoS. Tel:
Address: _' cae _
Primary Contact Name: Cell Phone:

Terms of agreement:

1. Got Grease has been appointed by _______________ as the service provider to
collect and dispose of grease trap materials from the above address(es).

© Frequency: quarterly _ monthly other 2. wean ths
© Number of Grease traps 1) 2) 3) 4)
® Grease Trap size (volume): . __.. gallons
© Price per pump out: $ __ .
Preventative Hydro-Jetting (Y/N):__£17’ Cost: $_———
Location of grease trap: Ss, de ih aren he trind casa lic Ibm a.

Location where tanks will be disposed:
Other notes: Semu/es, from F-F Peerabaay / Tes
A bie. tf erice, beginniin ot Ager'(
2. Agreement will be in place for Iwo years and will renew on a month-to-month basis after the two
3. Go Grosse intends to comply with all applicable municipal sewer ordinances, federal, state, and
local regulations relating to grease waste handling and disposal.

Pump Ping indus all evacuation of ap and ona hou service maximum, Adonline eae dof oxcestve waste axcuulon in rp willbe bled $50 for
coch addtional 15 minutos of service if only one omployco js neaded. Any addiional employees wil be billod ato ralu of $110 per hour for Ihe enively of the pumping. Jo)
includes up to 150 feet of inlet and cuilet main sewer finos from gccaso trap, and caa only ho provided if ho greate trap is located oulside and has adequate cleca-out

ace fo sayor ines. Addifonal charges wil oply fr fot eric of cower ns in once of 130 foo A minum ‘of $195 will be made for any calls in which

service vehiclo ortives with no concalltion notice prov
normal servies haves Tero will bea 25% gas surchorge opplied,

Acceptance of Agreement: The above specifications, prices, and conditions are satisfactory and are
hereby accepted. Got Grease is authorized to do the work as specified. All payments are due and
payable with fifteen (15) days following the invoice date. Client agrees to keep all contents of this
agreement confidential in its entirely.

ency cals tering the exiingroued schedla oro subjet to on off route chorge of S19 per hour during

Drewes feenne tn

Print Name ~ Frnt Name

Ger Grease Authorized Signature “Bale Customer Signature

P000405~ ase?

__think green

This form represents a binding agreement between Got Grease LLC and

Client: OhfredelS Tel:

Address: _

Primary Contact Name: Number:

Terms of agreement:

1. Got Grease has been appointed by __( Meal as the service provider
to collect used cooking oil at the above address(es).

Frequency: monthly _. bi-monthly weekly / other .
Number of Containers: !

Container size: _ gallons
Location of containers:
Other notes. _
. Contract will be in place for two years and will renew on a morth-to-monttt basis after the
jwo year term.

Got Grease has agreed to purchase container(s) fo be placed ai the above address

ay IS will only dispose of waste cooking oil and its contents in the
container and only allow Got Grease to collect and remove the oll.

Provisions applicable to Got Grease
1. Got Grease agrees fo collect, transport and recycle in accordance with all applicable laws and regulations,
2, Gol Greose canies a $1,000,000 general liability insurance in accordance with California state law.

Acceptance of Agreement: The above specifications, prices, and conditions are satisfactory and
are hereby accepted. Got Grease is authorized to do the work as specified. Client agrees to keep
all contents of this agreement confidential in its entirety.

PO000410GetGrease? Y,

Oil Collection Agreement

This form represents a binding agreement between Got Grease LLC and

Client: \ HAW W\ Ih vv" . Tel:

Address: __ . —
Primary Contact Name: _ __. Number: _

_

Terms of agreement:

1, Got Grease has been appointed by. . . _as the service provider
to collect used cooking oil at the above address(es}.

e Frequency: monthly A bi-monthly weekly other.

* Number of Containers:

e Container size: _ gations (ead Avy Gaweed stey5)

e Location of containers: dad Savant od. ol Ole Volos isn
e Other notes:_ Chany es Sot iyer every “

. Coniract will be in place for two years and will renew on a month-to-month basis after the
two year term. anne out 2xUEENY 8 { amd Veing nt Ud clang,

Got Grease has agreed to purchase container(s) fo be placed at the above address

will only dispose of waste cooking oil and its contents in the
container and only allow Got Grease to collect and remove the oil,

Provisions applicable to Got Grease
1. Got Grease agrees fo collect, ransport and recycle in accordance with all applicable laws and regulations.
2. Got Grease caries $1,000,000 generat liability insurance in accordance with California state law.

Acceptance of Agreement: The above specifications, prices, and conditions are satisfactory and

are hereby accepted. Got Grease is authorized to do the work as specified. Client agrees to keep
all contents of this agreement confidential in its entirety.

Date of Acceptance Signature

Tw /L.
\ che Ww Wan gly

P000413EXHIBIT F“ Ly Bently Biofuels Sot ESI

COLLECTION SERVICES Ex ty

Used Cooking Oil Collection Agreement

This Agreement is entered into between Bently Biofuels Company, LLC (Bently), 3501 Collins Avenue, Richmond, CA 94806,

and__tio Colonial (Client) as of this_{& day of dy acl, 2B IY.

SEE REVERSE FOR TERMS & CONDITIONS

Client Information
LEGAL BUSINESS NAME

Le Colon ak.

NAME OF PRIMARY CONTACT PHONE NUMBER ADDITIONAL PHONE NUMBER

ADDRESS

zIPCONF EMAIL ADDRESS a

Oil & Collection Information
SERVICE LOCATION (IF DIFFERENT THAN ADDRESS ABOVE)

LOCATION OF CONTAINERS (.E., AT THE REAR, IN THE ALLEY, BACK OF PARKING LOT)

etl Sutter St.
‘SIZE OF wade iN Sane aa ae oF lee Oe PICKUP FREQUENCY -

NOTES
Sani, aa Brovany

ES! Please sign shipping manifests for us.
xB NO, we'll sign shipping manifests ourselves.

We want the convenience of having Bently sign shipping manifests on your behalf under 3 Cal. Cole Regs. § 1180.24?

Client Bently Biofuel};
a

SIGNATURE, SIGNATURE

NAME NAME

COMPANY (¢ ati conemet Cac tet nt dy

P000323£% Bently Biofuels

COLLECTION SERVICES

Terms & Conditions

1, COLLECTION AND PURCHASE SERVICE,

Cheat hereby appoints em

lads

eavombranges; and Gb inve trons

amv OF mifeaieMtent,
of excepnd, The contanter ntay not

ts the exclosive servi

pentiat wede and

prowidey far the collective fisnt she Serbeee Locition af
HT Cage Cok 1 itd Bint
suntable for iatoct secseling foulgctiteR CO Hotty
shill collet all 90
4 Rendle ait expense’ and pay Chen five al en
CCA at dw per gallon te tole
Bently bull provide Client, a te
contirmation of the volume of UCO collected duving
any collection eyrke and thy pay Client for ea
collectinn within 101 dws of wofleetion nF ox euler tine

Be ase iar

disgposal af trash Yotelem 6 aste en any

i Crease Mat és

purpose Yor wiftick Gently rdogs aot pumade its ads ance
tvath wal
yey CANANNEL OF

LO fron the service hawaiian YOited approvyl, Client sll pronptiy to

nsiatesanes at copear fess alert
the calleetsoi ated annl 36 net naahify on tmp ovith

ber: Chent wil} viantahn the C0 alle tion:
aren atthe Service Hecanins ita condition th
ailbe tam

vn the reverse pare
a son

wat, vith written

Ale gnu compliant wath ally

i such

exdmanees aud repulanons

vapvitead bs a

5. RIGHT TO CONTRACT
2. TERM ov

oe coigese mts oak WHEE Aas he 0

te

Legal aod #

St perhurnsansy under ot svat

Keecnsat#

Vhis \pronniett fo he as ati pa
Atter d a

thas verse saath aston

can aiseach af wi fe

ot ae sot ator een ot

expirite irienater was

Mi Seon tres ot

OMY pte tan 0 locas a athier petaaans

seth, the eda
US Malta

che then e

Contest

thereat dave ution bo the tam at

vot te 6. COLLECTION AND MAINTENANCE ACCESS,

Chen scrote yramte Beutly and ass lesteatves Ja
ent

alter PCO, aid

adorns ver sant
SM LOD chanel

MN

by call ote, une any

info cdr parts sat toy ate th

een SU hago asnitte tomatoe ts tte

ent “The hee
(ris Ayrecie
alles, anyaae of

crab te i
Chest shall mac sel,

os than

3, SUITABILITY OF UCO
Chent shalt take alt nececoare steps
LEO cullectead by Rentls wth

frome cotameaats, includ

donate, cranster oF hnevwiny

Hons ce caller LOG fram thie Service Tove at

orsicy Laneats

ws thew

7, PERMITS AND INSURANCE

ater deters

paper metsl ina
Teaing, solvents, font als ete, fuck, ad
Wels resernes th

caer ot, Boaths sd acta

se andl other appencas di

and che yeenectl nabtity

yt tarremnave all ccnanattiauts from
ie tls
iid alvahute discretion,

ac the sere

HCO colleen fram: Chent ae Clients sale esa e Aweatian

also reserves the right, mits vote
ta detwemine whether callveted LUD 1 se
bintiel apse jeld foes wy evened
UC Amy sch yield los stall be detyrmained by Bondy

angregite elaine oFsinp ait of Bently s activites at dhe
avian, Bently shall proniste 7h

Js prt of Fssueae

unk apply a

faite wll and asolute discretion ard ait he applied sy SPP Fall requlced permits md ates gaps foe
seduer dhe aman of any pos pions der ta Cent le star tent CO atthe service TL asation sand ie genera)
fines eauttnge HoSeHAPe Ter SOONER in ayengate
nis rsins ont of the otasge af CCG gt the serine
4, COLLECTION CONTAINERS Foca snd Chen's Grivel tad semeaies ee
Benth: gall eapyphe Chem wih on site ene seaser Leation, Chat stat procade Head wat toa
Gamers te atun: SOD ta obection ot set faerie ans abe crsct bonsai:
rover pou Wheat ma VO
tata then, wy the and Resets atat Shall

8. LIABILITY LIRITATIONS

Betis

removed rane the Sesice Le cation, eSeept solr Rept y

at te

aattame Witten apptentad The locaton at ashoetien vite

mecanenees hopes icles

tii any vabecamiors lel he joints determined be thers
attra by

ts,

nd Client. Cheat apiees te beep all ewntamers ak am

peprc tates Ginchoating sealint Hi

mein related
i serve al!

other hently

tn o\eaise reavunahle cue where g

recgufiag af HCD Gu inact ©

AM covet meted tor the calle titty

en.

madter eatipnn

ton
15 Wek

ae in dhe Service

A.peanon wvith the hubs cloied

ssevore devizmated toy

aatuee wr vans

when nit ia

atsengne expen Cap ale eequired
J valerian of UCU
nt
average: fer SLd00,000 ie

ove ragtest,

plovees of

3504 Cone Ay
Arcnmara 1h 94

1888 269 35
rontlybiotuels.com

Rontly makes no feprewstamme uF woreaNdes al ane
hi

ccuntaitest

1, iclediang nf tess fax se, witty respect to the
Wortly bar shall ved be fishhe to Ctivat
adeatalanteort nit
st bs

anv sport somsegaential

amy fast inerame ur lost

snout uf se