In the United States Bankruptcy Court for the District of Delaware

Case 13-13087-KG Doc 331 Filed 01/02/14 Page 1 of 7

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11 ) FISKER AUTOMOTIVE HOLDINGS, INC., et al.,' ) Case No. 13-13087 (KG) ) ) Jointly Administered Debtors. Hearing Date: January 24, 2014 @ 10:00 a.m. ) 04 Deadline: January 17, 2014 @ 4:00 p.m. )

APPLICATION FOR ORDER AUTHORIZING THE RETENTION OF BROWN RUDNICK LLP AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF FISICER AUTOMOTIVE HOLDINGS, INC., ET AL., NUNC PRO TUNC TO DECEMBER 5, 2013

The Official Committee of Unsecured Creditors (the "Committee") of Fisker Automotive

Holdings, Inc. ("Fisker") and its affiliated debtor and debtor-in-possession in the above-

captioned Chapter 11 cases (together, the "Debtors"), respectfully submits this application (the

"Application") for the entry of an order authorizing the retention of the law firm of Brown

Rudnick LLP ("Brown Rudnick") as co-counsel to the Committee nunc pro tunc to December 5,

2013, pursuant to Section 1103(a) of Title 11 of the United States Code (the "Bankruptcy Code")

and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure and Del. Bankr, LR 2014-1 (the

"Bankruptcy Rules"). In support of the Application, the Committee submits the declaration of

William R. Baldiga, Esq, annexed hereto as Exhibit A (the "Baldiga Declaration") and

respectfully represents as follows:

The Debtors, together with the last four digits of each Debtor's federal tax identification number, are Fisker Automotive Holdings, Inc. (9678) and Fisker Automotive, Inc. (9075). The service address for the Debtors is 5515 East La Palma Avenue, Anaheim, California 92807.

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JURISDICTION

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this

Court pursuant to 28 U.S.C. §§ 1408 and 1409.

BACKGROUND

2. On November 22, 2013 (the "Petition Date"), each of the Debtors commenced its case under Chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their property as debtors-in-possession pursuant to Bankruptcy Code Sections

1107(a) and 1108. No trustee or examiner has been requested or appointed in any of the

Debtors' Chapter 11 cases.

3. On December 5, 2013, the United States Trustee for the District of Delaware (the

"U.S. Trustee"), pursuant to Bankruptcy Code Section 1102(a)(1), appointed seven members to the Committee. Shortly thereafter, one appointed member, Visteon Corporation, resigned from the Committee. The current members of the Committee are: (i) Magna E-Car USA, LLC;

(ii) Supercars & More SRL; (iii) Kuster Automotive Door Systems GmbH; (iv) TK Holdings,

Inc.; (v) Sven Etzelsberger; and (vi) David M. Cohen.

RELIEF REQUESTED

4. Pursuant to this Application, the Committee seeks authority to retain Brown

Rudnick as its counsel regarding all matters related to the Debtors' Chapter 11 cases.

5. The Committee selected Brown Rudnick because of its extensive experience and knowledge of bankruptcy matters, and believes Brown Rudnick is well qualified to represent the

Committee in these cases. For example, Brown Rudnick has represented official and unofficial committees and other prominent parties as more fully described in the Baldiga Declaration.

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BROWN RUDNICK'S ROLE

6. Subject to the direction of the Committee and further order of this Court, the professional services to be rendered by Brown Rudnick to the Committee will include the following:

a. assisting and advising the Committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of these cases;

b. representing the Committee at hearings to be held before this Court and communicating with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court;

c. assisting and advising the Committee in its examination and analysis of the conduct of the Debtors' affairs;

d. reviewing and analyzing pleadings, orders, schedules, and other documents filed and to be filed with this Court by parties-in-interest in these cases; advising the Committee as to the necessity, propriety, and impact of the foregoing upon the Debtors' Chapter 11 cases; and consenting or objecting to pleadings or orders on behalf of the Committee, as appropriate;

e. assisting the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary;

f. conferring with the professionals retained by the Debtors and other parties-in-interest, as well as with such other professionals as may be selected and employed by the Committee;

g. coordinating the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Committee or other parties-in-interest in these cases;

h. participating in such examinations of the Debtors and other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates;

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i. negotiating and formulating a plan of reorganization for the Debtors or other resolution of these Chapter 11 cases; and

assisting the Committee generally in performing such other services as may be desirable or required for the discharge of the Committee's duties pursuant to Bankruptcy Code Section 1103.

7. The Committee believes that it is necessary to employ counsel to render the professional services to the Committee as described above so that the Committee may properly fulfill its duties under the Bankruptcy Code. Further, the Committee believes that Brown

Rudnick is well qualified to handle the legal work required in these Chapter 11 cases.

BROWN RUDNICK'S CONNECTIONS IN THESE CASES

8. The Committee has reviewed the Baldiga Declaration, including all of the

"connections" to these cases disclosed therein, as such term is used in Bankruptcy Rule 2014(a).

9. Notwithstanding any such connections, the Committee believes that Brown

Rudnick is a disinterested person, and does not hold or represent an interest adverse to the

Debtors' estates with respect to the matters for which Brown Rudnick is to be employed, as required by Section 328(c) of the Bankruptcy Code,

10. To the extent that issues arise that would cause the Committee to be adverse to any of Brown Rudnick's clients such that it would not be appropriate for Brown Rudnick to represent the Committee with respect to such matters, the Committee will request that its local bankruptcy co-counsel, Saul Ewing LLP, represent the Committee with respect to those matters.

BROWN RUDNICK COMPENSATION

11. Brown Rudnick proposes to render its services on an hourly fee basis according to its customary hourly rates in effect when the services are rendered. It is anticipated that the primary attorneys who will represent the Committee are William R. Baldiga (whose current hourly rate is $1,085), Sunni P. Seville (whose current hourly rate is $790) and Nicolas M. Dunn

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(whose current hourly rate is $625). Other Brown Rudnick attorneys or paraprofessionals will from time to time provide legal services on behalf of the Committee in connection with the matters herein described. The following hourly rates for Brown Rudnick attorneys and paraprofessionals are currently in effect, but are subject to periodic adjustments: attorney rates are $355 to $1,190 per hour and paraprofessional rates are $310 to $370 per hour.

12. Prior to December 5, 2013, Brown Rudnick represented certain holders of general unsecured claims in analyzing the proposed sale of the Debtors' assets, the proposed debtor-in- possession financing and relief sought in the Debtors' other first day motions, including with respect to raising arguments at the "first day hearing." Brown Rudnick believes that it has made a substantial contribution to the case by representing the interests of general unsecured creditors after the commencement of these cases and prior to the date of the Committee formation and, accordingly, reserves its right to submit a substantial contribution claim under Bankruptcy Code section 503(b)(3)(D) for services rendered between the Petition Date and December 5, 2013. 2

13. Brown Rudnick's policy is to request reimbursement of its actual and necessary out-of-pocket expenses incurred in connection with providing legal services. Among other things, Brown Rudnick charges its clients for telephone and telecopier toll and other charges, mail and express mail charges, special or hand delivery charges, photocopying charges, travel expenses, after-hours taxi expenses, expenses for working meals or overtime/after-hours meals, computerized research, transcript costs, and secretarial overtime. The Committee has been assured that Brown Rudnick will charge the Committee for these expenses at rates consistent with charges made to other Brown Rudnick clients, and subject to the Local Rules, orders of this

Court and the guidelines of the U.S. Trustee.

2 Brown Rudnick is describing these services only for disclosure purposes.

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14. Brown Rudnick will maintain detailed records of fees and expenses incurred in connection with the rendering of the legal services described above, in accordance with applicable rules and guidelines.

15. Pursuant to Bankruptcy Code Section 328(a), the Committee may retain counsel pursuant to reasonable terms and conditions. The Committee believes that the hourly rates and expense policies of Brown Rudnick, which are applied to other Brown Rudnick clients, all as specifically described above, constitute fair and reasonable terms and conditions for the retention by the Committee of Brown Rudnick as counsel in accordance with Bankruptcy Code Section

328(a).

16. The Committee requests that Brown Rudnick be allowed compensation for its services and reimbursement for its expenses in accordance with Bankruptcy Code Sections 330 and 331 and Bankruptcy Rule 2016 upon submission of appropriate applications therefor in compliance with all applicable orders, rules, and guidelines, subject to the review and approval of this Court.

IREMAINDER OF PAGE INTENTIONALLY LEFT BLANKi

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CONCLUSION

WHEREFORE, the Committee respectfully requests that the Court enter the proposed order annexed hereto as Exhibit B approving the Committee's none pro tune engagement and retention of Brown Rudnick as counsel, effective as of December 5, 2013, and that the Court grant the Committee such other and further relief as it deems just and proper.

Dated: January, 2, 2014 Auburn Hills, Michigan

Respectfully submitted,

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR FISKER AUTOMOTIVE HOLDINGS, INC., et aL

By: Name: Lowell Severson Chairman of the Committee For: TK Holdings, Inc.

7 Case 13-13087-KG Doc 331-1 Filed 01/02/14 Page 1 of 2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11 ) FISKER AUTOMOTIVE HOLDINGS, INC., et al.,' ) Case No. 13-13087 (KG) ) ) Jointly Administered Debtors. Hearing Date: January 29, 2014 @ 10:00 a.m. ) ON. Deadline: January 17, 2019 @ 4:00 p.m. ) )

NOTICE OF APPLICATION

PLEASE TAKE NOTICE that on January 2, 2014, the Official Committee of Unsecured Creditors appointed in the above-captioned proceedings of Fisker Automotive Holdings, Inc., et al., by and through its proposed co-counsel, filed the Application for Order Authorizing the Retention of Brown Rudnick LLP as Co-Counsel for the Official Committee of Unsecured Creditors of Fisker Automotive Holdings, Inc., et al., Nunc Pro Tunc to December 5, 2013 (the "Application") with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").

PLEASE TAKE FURTHER NOTICE that any response or objection to the Application, if any, must be in writing and served on or before January 17, 2014 at 4:00 p.m. (prevailing Eastern Standard Time) (the "Objection Deadline").

PLEASE TAKE FURTHER NOTICE that a hearing with respect to the Application will be held on January 24, 2014 at 10:00 a.m. before the Honorable Kevin Gross, United States Bankruptcy Court for the District of Delaware, at 824 Market Street, 6 th Floor, Courtroom #3, Wilmington, DE 19801.

PLEASE TAKE FURTHER NOTICE THAT only objections made in writing and timely filed and received, in accordance with the procedures above, will be considered by the Bankruptcy Court at such hearing.

IF NO OBJECTION OR RESPONSE TO THE APPLICATION IS TIMELY FILED, SERVED OR RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

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Case 13-13087-KG Doc 331-1 Filed 01/02/14 Page 2 of 2

Dated: January 2, 2014 SAUL EWING LLP

By: Mark Minuti (Del. Bar No. 2659) 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 E-mail: [email protected]

-and-

BROWN RUDNICK LLP William R. Baldiga (admitted pro hac vice) Seven Times Square New York, New York 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801

- and -

Sunni P. Beville (adrnittedpro hac vice) One Financial Center Boston, Massachusetts 02111 Telephone: (617) 856-8200 Facsimile: (617) 856-8201

Proposed Counsel to the Official Committee of Unsecured Creditors

2 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 1 of 36 Exhibit A

Baldiga Declaration Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 2 of 36

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

FISKER AUTOMOTIVE HOLDINGS, INC., et al , 1 ) Case No. 13-13087 (KG) ) Jointly Administered Debtors.

DECLARATION OF WILLIAM R. BALDIGA, ESQ. IN SUPPORT OF APPLICATION FOR ORDER AUTHORIZING THE RETENTION OF BROWN RUDNICK LLP AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF FIS10ER AUTOMOTIVE HOLDINGS, INC., ET AL. NUNC PRO TUNC TO DECEMBER 5, 2013

I, WILLIAM R. BALDIGA, declare under the penalty of perjury:

1. I am an attorney at law admitted to practice in the State of New York and the

Commonwealth of Massachusetts and am a member of the law firm of Brown Rudnick LLP

("Brown Rudnick" or the "Firm"), resident in the Firm's New York office at Seven Times

Square, New York, New York 10036 and Boston office at One Financial Center, Boston,

Massachusetts 02111. I submit this declaration on behalf of Brown Rudnick pursuant to Rule

2014(a) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") in connection

with the application (the "Application") by the Official Committee of Unsecured Creditors

appointed in the above-captioned cases (the "Committee") for the entry of an order authorizing

the retention of Brown Rudnick as co-counsel to the Committee. Unless otherwise stated, I have

personal knowledge of the facts hereinafter set forth.

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Brown Rudnick' s Experience

2. Over the past two decades, Brown Rudnick has successfully represented official committees of creditors and equity security holders in many prominent and complex bankruptcy cases, including, among others:

A123 Systems, Inc. (D. Del.) A.H. Robbins Corporation (E.D. Va.) Allis-Chalmers Corporation (S.D.N.Y.) Ampal-American Israel Corporation (S.D.N.Y.) Budget Rent-A-Car Corporation (D. Del.) Coda Holdings, Inc. (D. Del.) Comdisco, Inc. (ND. Ill.) Continental Airlines, Inc. (S.D. Tex.) Days Inns of America, Inc. (D. Del.) Dewey & LeBoeuf LLP (S.D.N.Y.) Digital Domain Holdings Corporation (D. Del.) Fedders North America, Inc. (D. Del.) Global Crossing, Ltd. (S.D.N.Y.) Global Power Equipment Group (D. Del.) Gordon Jewelry Corporation (Zale Corporation) (N.D. Tex.) Herbst Gaming, Inc. (D. Nev.) Integrated Resources, Inc. (S.D.N.Y.) Lyondell Chemical Company (S.D.N.Y.) Mirant Corporation (N.D. Tex.) Motor Coach Industries International, Inc. (D. Del.) Oneida Ltd. (S.D.N.Y.) Pac-West Telecomm, Inc. (D. Del.) Pilgrim's Pride Corporation (N.D. Tex.) R.H. Macy & Co., Inc. (S.D.N.Y.) Riverstone Networks (D. Del.) Rural/Metro Corporation (D. Del.) School Specialty, Inc. (D. Del.) Six Flags (Premier International Holdings, Inc.) (D. Del.) Telemundo Group, Inc. (S.D.N.Y.) Texscan Corporation (D. Ariz.) Todd Shipyards Corporation (D.N.J.) Tracor Holdings, Inc. (W.D. Tex.) Trump Taj Mahal Associates (D.N.J.) Visteon Corporation (D. Del.)

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3. In addition, Brown Rudnick has also represented, or is representing, unofficial or ad hoc committees, as well as individual creditors, equity holders, and other parties-in-interest, in a similar roster of prominent in-court and out-of-court matters, including:

Adelphia Communications (S.D.N.Y.) American Safety Razor company, LLC (D. Del.) AMR Corporation (S.D.N.Y.) Arizona Charlie's, Inc. (D. Nev.) Calpine Corporation (S.D.N.Y.) Charter Communications, Inc. (S.D.N.Y.) Dana Corporation (S.D.N.Y.) Flying J Inc. (Big West Oil) (D. Del.) General Growth Properties, Inc. (D. Del.) Granite Corporation (Askin Capital Management) (S.D.N.Y.) Greate Bay Hotel & Casino, Inc. (The "Sands") (D.N.J.) Haights Cross Communications, Inc. (D. Del.) Marvel Entertainment Group, Inc. (D. Del.) Nebraska Book Company (D. Del.) New York Racing Association, Inc. (S.D.N.Y.) O'Brien Energy (D.N.J.) Owens Corning (D. Del.) Quigley Company (S.D.N.Y.) Refco, Inc. (S.D.N.Y.) Solutia Inc. (S.D.N.Y.) Spansion Inc. (D. Del.) The Stratosphere Corporation and Stratosphere Gaming Corp. (D. Nev.) Synagro Technologies, Inc. (D. Del.) Tower Automotive (S.D.N.Y.) Trans World Airlines (D. Del.) Tribune Company (D. Del.) Tropicana Entertainment (D. Del.) Wang Laboratories, Inc. (D. Mass.) Washington Mutual, Inc. (D. Del.) WorldCom, Inc. (S.D.N.Y.) XO Communications (S.D.N.Y.)

Brown Rudnick's Compensation

4. Brown Rudnick has been asked to serve as counsel to the Committee appointed by the United States Trustee for the District of Delaware (the "U.S. Trustee") in the above- captioned Chapter 11 cases filed by Fisker Holdings Automotive, Inc. and its affiliated debtor

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and debtor-in-possession (together, the "Debtors"). Brown Rudnick proposes to render services for the Committee on an hourly fee basis according to its customary hourly rates in effect when the services are rendered. My current hourly rate is $1,085. It is anticipated that the primary attorneys who will assist me in representing the Committee are Sunni P. Beville (a partner of the firm whose current hourly rate is $790) and Nicolas M. Dunn (an associate of the firm whose current hourly rate is $625). Other Brown Rudnick attorneys or paraprofessionals will from time to time provide additional supporting legal services on behalf of and as directed by the

Committee. The following hourly rates for Brown Rudnick attorneys and paraprofessionals are currently in effect, but are subject to periodic adjustments: attorney rates are 5355 to $1,190 per hour and paraprofessional rates are $310 to $370 per hour.'

5. Brown Rudnick intends to apply for compensation for professional services rendered and for reimbursement of expenses incurred in accordance with applicable provisions of title 11 of the United States Code (the "Bankruptcy Code"), the Bankruptcy Rules, the Local

Rules, orders of this Court, and the U.S. Trustee Guidelines.

6. Except as described below, neither Brown Rudnick, any member of Brown

Rudnick, nor any professional or attorney associated with or employed by Brown Rudnick has

received a promise as to payment or compensation in connection with the Debtors' Chapter 11 cases. Brown Rudnick does not have any agreement with any other entity to share with any such

entity any compensation received by Brown Rudnick.

Brown Rudnick's Connections in these Cases

7. In connection with the Committee's proposed retention of Brown Rudnick, an

extensive review (the "Connections Check") of the Firm's connections (as such term is used in

2 Periodically, and no less frequently than once each calendar year, Brown Rudnick reviews its hourly rates and revises them consistent with market conditions.

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Bankruptcy Rule 2014(a)) with the Debtors herein, their creditors, any other party-in-interest

herein, or their respective attorneys or accountants (collectively, the "Case Parties") was

conducted. For the purpose of compiling the list of Case Parties, Brown Rudnick utilized the

interested party listing furnished by the Debtors in connection with its retention in these Chapter

11 cases against which to perform Brown Rudnick's check.

8. Attached hereto as Schedule 1 is a list of the Case Parties that were checked

against a database containing the Firm's connections. For the purposes of these Chapter 11

cases, only potential connections that existed as of December 1, 2010 through the date hereof

were checked. These connections were then reviewed to identify any relationship that would

need to be disclosed in accordance with Bankruptcy Rule 2014.

9. The Connections Check performed by the Firm included an email circulated to all

Brown Rudnick attorneys (and posted on Brown Rudnick's intranet site for further review)

alerting all professionals at the Firm to identify any connections with the Case Parties. As part of this circulation, the recipients were also requested to identify: (i) any connections to the U.S.

Trustee or any person employed in that office, and (ii) their direct holding of any claims against

or interests in the Debtors.

10. A copy of the results of Brown Rudnick's Connections Check is annexed hereto

as Schedule 2.

11. In addition, Brown Rudnick served as co-counsel to the Official Committee of

Unsecured Creditors in the chapter 11 cases of A123 Systems, Inc. and affiliates, Case No. 12-

12859 (KJC), and since confirmation has represented the Liquidating Trustee serving under the plan confirmed in those cases. An affiliate of Wanxiang America Corporation ("Wanxiang") was the successful bidder for substantially all of the assets of those debtors. Brown Rudnick, as

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counsel to the Liquidating Trustee, is adverse to Wanxiang as to certain post-closing matters in those cases. Wanxiang has also bid to purchase the assets of the Debtors in these chapter 11 cases.

12. To the best of my knowledge after diligent inquiry, neither Brown Rudnick, any member of Brown Rudnick, nor any attorney associated with or employed by Brown Rudnick, has any "connection" (as such term is used in Bankruptcy Rule 2014(a)) with the Debtors herein, their creditors, any other party-in-interest herein, their respective attorneys or accountants, the

U.S. Trustee, or any person employed in the office of the United States Trustee, except to the

extent set forth on Schedule 2. Notwithstanding any "connection" set forth on Schedule 2 and

except as set forth herein, to the best of my knowledge, any "connection" of Brown Rudnick to

the identified entities are limited to matters unrelated to the Debtors.

13. Brown Rudnick has been involved in a number of unrelated cases with various

professionals involved in this case, both in adverse and non-adverse roles.

14. Moreover, Brown Rudnick has a well-known reorganization and restructuring

practice which encompasses the representation of many investors, financial institutions and other

persons or entities, some of which may become creditors or parties-in-interest, including, without

limitation, potential acquirers of the Debtors' assets in these Chapter 11 cases. Furthermore, as

part of its practice, Brown Rudnick appears in cases, proceedings, and transactions involving

numerous attorneys, accountants, and financial advisors, some of which may represent the

Debtors, creditors, or parties-in-interest, or themselves be creditors or parties-in-interest in these

Chapter 11 cases. Brown Rudnick has not and will not represent any of these creditors,

investors, potential acquirers, parties-in-interest, attorneys, financial advisors, accountants, or

any other entity in connection with these Chapter 11 cases.

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15. Brown Rudnick has represented, currently represents, and may represent in the

future the entities as described in Schedule 2 (the "Connections List") as clients (or their

affiliates), in matters unrelated to the Debtors. Also, Brown Rudnick represents, in unrelated

matters, numerous entities, including as may be noted in Schedule 2, which buy and sell

distressed debt of Chapter 11 debtors. Brown Rudnick has not, does not, and will not represent

any of the entities listed above (or their affiliates) in matters related to the Chapter 11 cases. No

single creditor or party-in-interest client of Brown Rudnick referenced in Schedule 2 attached

hereto accounted for more than 1% of Brown Rudnick's gross revenues for the past twelve (12) months.

16. To the extent that issues arise that would cause the Committee to be adverse to

any of Brown Rudnick's clients such that it would not be appropriate for Brown Rudnick to represent the Committee with respect to such matters, the Committee will request that its local

bankruptcy co-counsel, Saul Ewing LLP, represent the Committee with respect to those matters.

17. Brown Rudnick will file appropriate supplemental disclosure(s) with the Court to the extent that additional information concerning any connections is developed.

18. Notwithstanding the above, I believe that Brown Rudnick is a disinterested person, and does not hold or represent an interest adverse to the Debtors' estates with respect to the matters for which Brown Rudnick is to be employed, as required by Bankruptcy Code

Section 328(c).

19. Based upon the foregoing, I declare under the penalt that the foregoing is true and correct.

January 2, 2014 A il tam R. WI' a

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SCHEDULE 1 to Baldiga Declaration

Case Parties List

Debtors Fisker Automotive GmbH Fisker Automotive Holdings Inc. Fisker Automotive Inc. Fisker Coachbuild LLC

Contract Counterparties FAPS Inc. Oy Kuehne + Nagel Ltd. Valmet Automotive Inc. David M. Cohen Kuster Automotive Door Systems GmbH Magna E-Car Automotive, LLC Supercars & More SRL Sven Etzelsberger TK Holdings Inc.

Insurers Allied World National Assurance Co. Chartis Specialty Insurance Co. Commerce & Industry Insurance Co. Evanston Insurance Co. Farmers New World Life Insurance Co. Federal Insurance Co. / Chubb Great Northern Insurance Co. / Chubb Hartford Insurance Group Hartford Underwriters Insurance Co. Insurance Co. of the State of Pennsylvania, The Lexington Insurance Co. Lloyd's Syndicate on behalf of Underwriters at Lloyd's Maiden Specialty Insurance Co. National Union Fire Insurance Co. of Pittsburgh PA National Union Fire Insurance Co. of Pittsburgh PA / AIG North American Capacity Insurance Co. OneBeacon Insurance Co. Underwriters at Lloyd's Various London Markets Westchester Surplus Lines Insurance Co. XL Insurance America Inc. Zurich American Insurance Co.

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Landlords Beijing Jing Guang Centre Co. Ltd. ESG Elelctroniksystem und Logistik GmbH WWG Canyon Corporate Owner LLC Lenders Ace Strength International Ltd. Citibank NA Delaware Economic Development Authority, The FAH Loan Purchase Fund LLC GSR Principals Fund IV LP Hybrid Technology LLC JR Holdings IV Ltd. Midland Loan Services Inc. Silicon Valley Bank SugarPine Kids Trust United States Department of Energy

Litigants AAA Small Car World Access TCA Inc. Advance Magazine Publishers Inc. Advanced Equities Inc. AEI Fisker Investments I LLC AEI Fisker Investments II LLC AEI Fisker Investments VI LLC Aerotek Inc. Ahdoot, Bijan Air International (US) Inc. Allstate Fire & Casualty Ann K. Newhall Revocable Trust u/a 6/30/08 Argo Insurance Argo Insurance Arnel Compressor Co. Behind the Scenes Worldwide Logistics Inc. Bergen Fisker LLC Bergstrom Corp. Boston University, Trustees of Brannon Auto Engineering Co. Ltd. Burrelles Press Clipping Service Capitol Cadillac Co. Capitol Fisker (Maryland) Ceva Freight Conde Nast CT Corp. Dassault Systems of Americas Corp.

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DHL Express USA Elite Interactive Solutions Inc. Epistar Corp. Etzelsberger, Sven EUMAR Pharma GmbH Exhibit Works Inc. Fisker of Cleveland Fisker of Detroit Fisker of Great Neck Fisker of San Diego Fisker, Henrik Gardner, Robert Garza, Francisco GP Supercars & More SRL Grace, Tim Gustav Whaler GmbH Hayden & Co. Hernpsted Auto Co. Hexagon Metrology Ignited LLC Internationale Spedition Willi Betz GmbH Ivanovic, Radi K&S Air Conditioning Inc. Kelsey-Hayes Co. (TRW) Kforce Inc. Kugler Maag CIE GmbH Lampl, Mark LogMeln Inc. M2 Motors Inc. Martin, Michael Marvin K. Brown Auto Center Matthews, Terry MB Technology NA LLC MBTech McCubbin, Gene Merchants Building Maintenance LLC Montejo, Wilfredo MphasiS Corp. MTA USA Corp. New Castle County Department of Land Use (DE) Newhall, Ann K. Nitto Denko Automotive Inc. Norman Taylor & Associates Novy, Megan Novy, Richard Oliva, Angel

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Oliva, Frances Podalsky, Gregg Adam Project Time & Cost Inc. Redapt Inc. RJT Compuquest Safeco Insurance Co. Serra Toyota Severn Trent Environmental Services Inc. Shoermoen Revocable Trust Silverman, Charles Soria, David Sterling Die & Engineering Inc. Stewart, Kelly A. Sturgeon, Ron Swift Demolition Inc. Tata Technologies Theis Communications Inc. Wahle, Helen Warner, Don Weidner, Eric Weiser, Michael Westlaw Willner, Neil Wray, Daniel

Officers & Directors Anderson, David Beattie, Richard Beilinson, Marc Chao, Joe DaMour, Joseph Daubenspeck, Keith Decker, Mark Doolan, Victor Eulberg, Martha Elizabeth Ewanick, Joel Faga, Frank Fisker, Henrik Forcier, Jason Gonzalez, Alberto Grossman, Mindy Hackett, Paul B. Horvat, Gary Huff, Barry W. Issner, James Klatt, Alexander

4 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 13 of 36

Koehler, Bernhard Koroglu, Samuel Lane, Ray LaSorda, Thomas Li Tzar Kai, Richard Lobel, Marilyn A. Maamria, Kamel, Dr. Manion, David McDonnell, Peter Niedzwiecki, Alan Paroly, Matt Penn, Lawrence, III Posawatz, Anthony L. Sandell, Scott Sawyer, Hugh ShOpt Hans-Joachim, Dr. Shriver, Timothy Theisen, Linda Thorburn, James Weidner, Eric Yost, Jim Zuroff, Bernard L.

Potential Purchaser Hybrid Tech Holdings LLC

Professionals BDO Seidman Beilinson Advisory Group Brown Rudnick LLP DLA Piper Emerald Capital Advisors Corp. Evercore Group LLC Foley & Lardner Gellert Scali Busenkell & Brown LLC Huron Consulting Group Inc. Omni Management Group Orrick Herrington & Sutcliffe LLP PricewaterhouseCoopers LLP Saul Ewing LLP

Shareholders 360 Holdings LLC 8888 Investments GmbH A123 Systems Inc. Advanced Lithium Power Inc.

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AEI 2010 CleanTech Ventures I LLC AEI 2010 CleanTech Ventures II LLC AEI Fisker Investments I LLC AEI Fisker Investments II LLC AEI Fisker Investments III LLC AEI Fisker Investments IV LLC AEI Fisker IX LLC AEI Fisker VI LLC AEI Fisker VII LLC AEI Fisker VIII LLC AEI Fisker X LLC AGC Equity Partners Special Opportunities Fund I LP AJ Golding Automotive LLC Al Gharaffa Investment Co. Alpha Venture Capital Fund LP Alpha Venture Capital Partners LP Andrew Cader Foundation Appaloosa Investment LP I APSI Retirement Trust ASC Fisker Florida LLC ASC Fisker LLC Ascent Cleantech Partners I LLC Ascent Cleantech Partners TB LLC Ascent Cleantech Partners IC LLC Ascent Cleantech Partners ID LLC Ascent Cleantech Partners IE LLC Avalon Capital Group - PE LLC Avista Carry LLC Avista Investments LLC Benificus Foundation, The BLT Ventures LLC Boyner, Hanzade V. Dogan Boyner, Hulki Brennan, Douglas Brood LLC, The Cader, Andrew Camelot Acquisitions: Secondary Opportunities LP CASO Co-Invest A LLC CF Family Trust dated 11/28/2005 ChaiKahn Partners LLC Cheever Family Trust dated June 24, 2005 Cleantech Project GmbH Coveney, Anthony CV Green Tech FSK II LP CV Green Tech FSK III LP CV Green Tech FSK LP

6 629025A 01/0212014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 15 of 36

Datsopoulos, Milton Deborah R Stoltzner Revocable Trust dated 7/26/95 DeSantis, Ann Ranae DeSantis, Robert Dilawri Investment Trust Doudney, Nathan Electric Car Co. LLC ETF Venture Fund 11(Q) LP ETF Venture Fund II LP Exccess Ventures Fund I LLC Fisker Coachbuild LLC Fisker Consulting LLC Fisker, Henrik Faris Ventures LLC Fourth Avenue Capital Partners LP Frederick J. Mancheski Revocable Trust Futrex Capital Management G&D Cormiff LLC Gamnulchi Irrevocable Trust Gamnukhi, Mahesh N. Gentry Fisker LLC GigaWatt Corp. GKM Partners LLC Green Multiple Investments H&M Chambers Energy LLC Hansen, George Hopestown Assets Ltd. HS Management LP HS Partners Holdings III LP I2BF Global Investments Ltd. Innovative Financial Fund V LLC Innovative Financial Fund V-B LLC Innovative Financial Fund V-C LLC Innovative Financial Fund V-D LLC Innovative Financial Fund V-E LLC Investor Co. ITF GMP Diversified Alpha Master Fund Ltd. Investor Co. ITF GMPIM Equity Opportunities Master Fund LP Javadpour-Motakef Family Trust JCEP Holdings LP Jensen, Michael Jocelyn, Thomas E., III Joseph J. Rauenhorst Revocable Trust Koehler, Bernhard KPCB Holdings Inc. Lacy, Robert P. Lamoreaux Partners

7 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 16 of 36

Lane, Raymond J. Lapp Laurie Investments LLC Lapp Libra 401(k) Plan Lapp, William Lapp, William S. LAS Gift Trust U/A/D 12/1/97 Lasseter Living Trust Lebus, Scott Lenzo, Christopher Lexdale International Ltd. LJD Ventures II LML Associates LLC Lucas Living Trust Lunelli, Marcello Mac & Co ITF Diversified Alpha II Corp. Mackin, Mark Marc R. Benioff Revocable Trust U/A/D 12/3/04, The Marshall & Ilsley Trust Co. NA MCP Fisker LLC MCVP Technology Fund I LLC ME LLC Michael Stoltzner Revocable Trust dated 7/26/95 Micro Cap Partners LP Middlebury Securities LLC Middlebury Ventures II LLC Middlebury Ventures III LLC Millenium Trust Co. Millennium Trust Co. LLC Mitsui & Co. Ltd. Mitsui & Co. Venture Partners III LLC Mojo Concept International Inc. Momentum Capital Partners MRS Investments Ltd. N&S 834 LLC Nasgovitz, William NEA Ventures 2010 LP NEO International Investments New Enterprise Associates 13 LP New Ireland Assurance New Ireland Fund Niemiec, Richard Njemanze, Hugh Northport Investments LLC Orgone Capital III LLC Orrick Investments 2012 LLC Pacific Century Group Investments Ltd.

8 629025.1 01/0212014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 17 of 36

Shareholders (coned) Palo Alto Fund II LP Palo Alto Global Energy Liquidating Fund LP Palo Alto Global Energy Master Fund LP Palomino Fund Ltd. Peak6 Opportunities Fund LLC Piasecki, Ronald L. Pizzuto, Gianfranco Prism Partners I LP Prism Partners III Leveraged LP Prism Partners IV Leveraged Offshore Fund Pyle, David Quantum Fuel Systems Technologies Worldwide Inc. Raymond J. Lane Rev Trust dated 11/2/95 RDKC Investments II LLC Ronald L. Piasecki IRA Rosemont Select Opportunities V LP Rosemont Solebury Co-Investment Fund (Offshore) LP Rosemont Solebury Co-Investment Fund LP Scott J. Saldana Revocable Trust Southern Eco Investments LLC Still Family Trust Stoltzner, Lane Stratton Family Trust U/A dated 8/17/01 Stratton, Scott M. Strawbridge, Robert E. Sultan, Craig Survivor's Trust of the RMD Family Trust dated 11/28/2005 Terrell Trading Ltd. Thomas W. LaSorda Living Trust dated 8/27/96, The ThomasLloyd Capital LLC ThomasLloyd Group PLC Thorburn, James M. Thoroughbred Fund LP Thoroughbred Master Ltd. Vander Ploeg, Andrew P. Vilhonen, Pertti Wilshire Capital Partners Group LLC Zuklie 2007 Revocable Trust Agreement, The Zuklie, Mitchell S.

Taxing Authorities Alaska Department of Commerce, Community, & Economic Development Arizona Corporation Commission Arizona Department of Transportation, Motor Vehicle Division Arkansas Motor Vehicle Commission

629025.1 01102/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 18 of 36

Taxing Authorities (conf dl Arkansas Secretary of State California Department of Motor Vehicles California Franchise Tax Board California Secretary of State California State Board of Equalization Colorado Department of Revenue, Auto Industry Division Colorado Department of State Connecticut Department of Motor Vehicles, Dealers & Repairers Section Connecticut Secretary of State Delaware Secretary of State Finnish Tax Administration Florida Department of Highway Safety and Motor Vehicles, Vehicle Manufacturer Licensing Florida Secretary of State Georgia Secretary of State Hawaii Department of Commerce & Consumer Affairs Hawaii Motor Vehicle Industry Licensing Board Idaho Transportation Department, Vehicle Services - Dealer Licensing Illinois Secretary of State, Dealer/Remitter Licensing Section Indiana Secretary of State Indiana Secretary of State, Auto Dealer Services Division Iowa, State of Kansas Department of Revenue, Division of Vehicles Kansas Secretary of State Kentucky Motor Vehicle Commission Kentucky Secretary of State Louisiana Motor Vehicle Commission Louisiana Secretary of State Maine Bureau of Motor Vehicles Maine Secretary of State Maryland, State of Massachusetts Secretary of the Commonwealth Michigan Department of Consumer & Industry Services Minnesota Secretary of State Mississippi Motor Vehicle Commission Mississippi Secretary of State Missouri Secretary of State Missouri, State of Montana Department of Justice, Motor Vehicle Division Montana Secretary of State Nebraska Secretary of State Nebraska, State of Netherlands Tax & Customs Administration Nevada Secretary of State New Castle County Government (DE) New Hampshire Secretary of State

10 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 19 of 36

Taxing Authorities (cont'd) New Jersey Department of State New Mexico State Corporation Commission North Carolina Department of Transportation, Vehicle Manufacturer Licensing North Carolina Secretary of State North Dakota Secretary of State Ohio Secretary of State Oklahoma Motor Vehicle Commission Oklahoma Secretary of State Orange County Treasurer—Tax Collector (CA) Oregon Secretary of State Pennsylvania Board of Vehicle Manufacturers, Dealers & Salespersons Pennsylvania Department of State Rhode Island Secretary of State Rhode Island, State of South Carolina Secretary of State's Office South Dakota Secretary of State Tennessee Department of Commerce & Insurance, Motor Vehicle Commission Tennessee Department of State Texas Department of Motor Vehicles, Motor Vehicle Division Texas Secretary of State Utah Annual Report Section Utah State Tax Commission, Motor Vehicle Enforcement Division Vermont Secretary of State Virginia Department of Motor Vehicles Virginia State Corporation Commission Washington Secretary of State Washington State Department of Licensing Washington, DC, Office of Tax & Revenue West Virginia State Tax Commission Wisconsin Department of Finance Institution Wisconsin Department of Transportation Wyoming Department of Transportation, Motor Vehicle Services Wyoming Secretary of State

Top Unsecured Creditors Access TCA Inc. Access TCA Inc. Aerotek Inc. Aerotek Inc. Alem International Management Inc. Altair Engineering Inc. ANAC (Amino NA) Android Industries LLC Benteler Automotive BMW Group

11 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 20 of 36

Top Unsecured Creditors (cont'd) Bosal International North America Changshu Intier Auto Interiors Cisco Systems Capital Corp. Computer Protection Technology Inc. Conde Nast Continental Automotive Systems Inc. Core-Tech Inc. Cross Country Motor Club Inc. Delaware, State of Delmarva Power Deloitte & Touche LLP Delphi Packard Electric Systems Delta Electronics Denso International America Inc. Devon & Devon DMT Development Systems Group Inc. Dow Jones & Co. Inc. DSA Systems Inc. Dunlap Group Eaton Corp. ElringKlinger Emaxx Partners LLC ESG Automotive Inc. ESI Engineering Inc. Evercore Group LLC FAPS Faps Inc. Ficotriad SA Fisker Automotive GmbH Fisker Coachbuild LLC Flex-N-Gate Foley & Lardner Ford Michigan Proving Grounds General Motors Components Holdings LLC GKN Driveline Newton LLC GKN Service International GmbH Global Auto Systems Global Plas Inc. Hagl GmbH - Karosseriebau far Automobil- Prototypen Hess Corp. Hitachi Data Systems Howard Temes Packaging Co. Ignited LLC Innertech - Nashville Jackson Dawson Communications Inc.

12 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 21 of 36

Top Unsecured Creditors (cont'd) Jing-Jin Electric Technologies JMN Logistics LLC K&S Air Conditioning Inc. Kirmin Industries Inc. Kunshan Depo Traffic Facilities Co. Kuster LCX.com LLC Lioho Light Metal (Kunshan) Co. Ltd. Magna E-Car USA LP Magna Powertrain Magna Seating Manpower Staffing Services Co. Ltd MB-Technology NA LLC Media Brokers International Inc. MediaMath Inc. Mercer Health & Benefits Meteor Sealing Systems LLC Metro Technologies Ltd. Microsoft Licensing GP Model Master SpA Modern Body Engineering Inc. Mondial Assistance (UK) Ltd. Mono Advertising LLC MTA USA Corp New Castle County Government Center Nitto Denko OC Service Systems LLC Ogihara America Corp. Omitec Inc. Orange County Treasurer (CA) Orrick Herrington & Sutcliffe Oy Kuehne + Nagel Ltd. Parrot Asia Pacific Ltd. Pilkington Automotive Polytec Car Styling Hoersching GmbH PricewaterhouseCoopers LLP Quantum Fuel Systems Technologies RJT Compuquest Inc. Robert Bosch Beg Rocket Fuel Inc. Samvardhana Motherson Peguform Iber SAP America Inc. Sara Solutions Inc. Seger Oy Severn Trent Environmental

13 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 22 of 36

Top Unsecured Creditors (cont'd) Sitrick Brincko Group LLC Sofitec Somerset Capital Group Ltd. Sterling Die & Engineering Inc. Swift Towing Recycling Symmetry Corp. Tata Technologies Inc. ThyssenKrupp Bilstein of America TK Holdings Inc. TorqTek Design & Manufacturing LLC Transmisiones y Equipos Mecanicos SA de CV TRW Automotive Czech SRO Valmet Automotive Inc. Varroc Lighting Systems Inc. Washington Gas Energy Services WeIlford Energy Advisors LLC Willis Insurance Services WWG Orange Office Investors LLC Yokohama Tire Corp. ZF North America Inc. ZF Sachs Automotive Inc.

US Trustee, Court Buchbinder, David Carey, Kevin J. DeAngelis, Roberta A. Dortch, Shakima L. Fitzgerald, Judith K. Giordano, Diane Green, Christine Gross, Kevin Hackman, Benjamin Heck, Jeffrey Kenney, Mark Klauder, David Leamy, Jane Murray, Tony O'Malley, James R. O'Neal, Lauren Panacio, Michael Patton, Tiiara Sarkessian, Juliet Schepacarter, Richard Shannon, Brendan L. Sontehi, Christopher S.

14 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 23 of 36

US Trustee, Court (cont'd) Tinker, T. Patrick Vinson, Ramona Walrath, Mary F. Walsh, Peter J. West, Michael Wynn, Dion

Utilities Anaheim, City of (CA) Artesian Water Co. AT&T AT&T Long Distance AT&T Mobility Compass Energy Delmarva Power Gas Co., The Hess Corp. New Castle County (DE) PAETEC PAETEC Communications Inc. t-w Telecom Verizon Wireless

Vendors 893353 Alberta Inc. A123 Systems Inc. A-M LLC Android Industries LLC Android Management Inc. Asbury St Louis FSKR LLC Asbury Texas D FSKR LLC Automatic Systems Inc. Bayerische Motoren Werke AG BD Otomotiv BD Otomotiv ye Elektrikli Araclar Sanayi ye Ticarat AS Benteler Aluminum Systems Bergen Fisker LLC Bergstrom Corp. BMW Borton Automotive Inc. Budget Leasing Inc. Capitol Cadillac Co. Century Automotive Group Inc. China Grand Automotive Services Co. Ltd. Classic Cadillac Atlanta Corp.

15 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 24 of 36

Vendors (cont'd) Decoma America Holdings Inc. Dilawri Group of Cos., The Dilawri Group, The Don Thornton Cadillac Inc. Dorschel Group, The EDiS Co. Inc. Elder Automotive Group of Tampa Bay Inc. Elk Grove Motorcars LLC FANUC Robotics America Corp. Fields BC Co. Fields Motorcars of Florida Inc. Fields PAG Inc. Fisker Automobile AG Fisker Automobiles Ltd. Fisker Coachbuild LLC Fisker Long Island Fisker Mann Fisker Miami Fisker Miami LLC Fisker Montreal Fisker Montreal Fisker of Atlanta LLC Fisker of Austin Fisker of British Columbia Fisker of Calgary Fisker of Cincinnati Fisker of Cleveland Fisker of Denver Fisker of Greenwich Fisker of Huntsville Fisker of Las Vegas Fisker of Michigan Fisker of Minneapolis Fisker of Nevada Fisker of North Shore Fisker of Norwood Fisker of Orange County Fisker of Orlando Fisker of Philadelphia Fisker of Rochester Fisker of Santa Monica Fisker of Schaumburg Fisker of Scottsdale Fisker of Silicon Valley Fisker of Toronto

16 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 25 of 36

Vendors (cont'd) Fisker of Troy Fisker of Tulsa Fisker of Vancouver Fisker of Wilmington Fisker of Winston-Salem Fisker Palm Beach Fisker Salt Lake City Fisker San Antonio Fisker Tampa Bay Flow Automotive Center of Winston-Salem LLC Frank Kent Fisker LLC General Motors LLC Giffin Inc. GM Global Technology Operations Inc. GP Supercars & More SRL Guarnieri Concesionarios SL HA Ott Motorcars LP Hadley Auto Co. LLC Holand Automotive Group Howard Temes Packaging Co. Infineon Technologies AG Infineon Technologies North America Corp. Irvine Motorcars LLC Jake Kaplans Inc. Jake Kaplans Ltd. Jing-Jin Electric Technologies (Beijing) Co. Ltd. Johnson Fisker of Annapolis Joseph Northland Motors Inc. KUKA Systems North America Lear Corp. M2 Motors Inc. Magna Exteriors & Interiors America Holdings Inc. Mann Luxury Cars LLC Marvin K. Brown Auto Center Inc. McLarty Cos. ME Fields Inc. Miller Motorcars Inc. Motor Imports Ltd. Nellemann Holding AS Palm Beach Motor Cars Ltd. Inc. Patrick Hybrid LLC Prestige Auto Group LLC Prestige Fisker Price-Simms Inc. Quantum Fuel Systems Technologies

17 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 26 of 36

Vendors (cont'd) Quantum Fuel Systems Worldwide Inc. RHP LP Ricardo Inc. Rickenbaugh Cadillac Co. Inc. Ron Tonkin Fisker Ron Tonkin Gran Turismo Inc. Saturn North Inc. Scottsdale Ferrari LLC Silver State Ford Suburban Motors Co. Inc. Sullivan Green Cars LLC Ted Britt Ford Sales Inc. Trading Enterprises Co. LLC Union Park Automotive Group Inc. Valmet Automotive Inc. Visteon VNF Inc. Warren Henry Automobiles Inc. Wego Automotive Inc.

18 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 27 of 36

SCHEDULE 2 to Baldiga Declaration

629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 28 of 36

Connections Check'

Current Representations — Brown Rudnick currently represents the following creditors and/or parties-in-interest, or their affiliates, in matters wholly unrelated to the Debtors:

J ntiy Rt.onhipato Debtor Zurich American Insurance Co. Insurers Boston University, Trustees of Litigants Robert P. Lacy Shareholders State of Rhode Island Taxing Authorities Willis Insurance Services Top Unsecured Creditors AT&T Utilities AT&T Mobility

In certain instances, based on, among other things, a similarity of names, it was unclear whether a "match" exists. Brown Rudnick attempted, in its reasonable judgment, to resolve these but has determined to disclose certain of these as "matches," out of an abundance of caution.

629025.1 01/0212014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 29 of 36

Prior Representations — Brown Rudnick previously represented certain parties or their affiliates who are creditors and/or parties-in-interest in matters wholly unrelated to the Debtors, including:

nti Oy Kuehne + Nagel Ltd. Contract Counterparties Federal Insurance Co. / Chubb Insurers Great Northern Insurance Co. / Chubb Hartford Insurance Group Hartford Underwriters Insurance Co. Insurance Co. of the State of Pennsylvania, The OneBeacon Insurance Co. Citibank NA Lenders Allstate Fire & Casualty Litigants Kforce Inc. PricewaterhouseCoopers LLP Professionals Mitsui & Co. Ltd. Shareholders Mitsui & Co. Venture Partners HI LLC BMW Group Top Unsecured Creditors Cisco Systems Capital Corp. Delmarva Power PricewaterhouseCoopers LLP Somerset Capital Group Ltd. Delmarva Power Utilities Verizon Wireless Bayerische Motoren Werke AG Vendors BMW FANUC Robotics America Corp. Fisker Automotive A.G.'' Nelleman Fair Drive A.S.*

Prior to December 5, 2013, Brown Rudnick was engaged to represent the interests of Fisker Automotive A.G. and Nelleman Fair Drive A.S. in analyzing the proposed sale of the Debtors' assets, the proposed debtor-in-possession financing and relief sought in the Debtors' other first day motions. Brown Rudnick appeared at the first day hearing on their behalf, That engagement terminated upon Brown Rudnick's selection as Committee counsel.

2 629025.1 01/0212014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 30 of 36

Other Connections — Brown Rudnick previously represented or currently represents parties who may be adverse to certain parties or their affiliates who are creditors and/or parties- in-interest in matters wholly unrelated to the Debtors, including:

'Mrs Debtors FiSker--AutorriatiVe Inc. .,Bitaffidil044iCk i-ePt•Sente the Officiai, Comnnttee of Unsecured Creditors in the A1-23: .:s.y. .0.0 ...: ::j. i.-ic;:::C44#tet. 1 . case ,, :pif.:Wiii4iithiS-Cntit:Was a ctribOr:: rown_Rudnic _represente .d - e Official Committee of nsecureft Creditors in the • Systems inc Chapter. ise of which at-1'01140e of us entity was a therriber. Insurers Allied World National May be adverse to other clients Assurance Co. in unrelated bankruptcy matters. Chartis Specialty Insurance May be adverse to other clients Co. in unrelated bankruptcy matters. Commerce & Industry May be adverse to other clients Insurance Co. in unrelated bankruptcy matters. Farmers New World Life May be adverse to other clients Insurance Co. in unrelated bankruptcy and litigation matters. Lexington Insurance Co. May be adverse to other clients in unrelated bankruptcy matters. Lloyd's Syndicate on behalf of May be adverse to other clients Underwriters at Lloyd's in unrelated environmental and commercial matters. Underwriters at Lloyd's May be adverse to other clients in unrelated environmental and commercial matters. Various London Markets May be adverse to other clients in unrelated environmental matter.

629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 31 of 36

e 11110 $ 1 - 0 e, 'Ors , 43 1 onnection XL Insurance America Inc. May be adverse to other clients in unrelated bankruptcy and litigation matters. Lenders Midland Loan Services Inc. May be adverse to other clients in unrelated restructuring matters. Silicon Valley Bank May be adverse to other clients in unrelated bankruptcy and corporate matters. United States Department of May be adverse to other clients Energy in unrelated bankruptcy and government contract matters. Litigants Aerotek Inc. May be adverse to other clients in unrelated matters. Conde Nast May be adverse to other clients in unrelated bankruptcy and transactional matters. CT Corp. May be adverse to other clients in unrelated matters; Brown Rudnick vendor in unrelated matters providing corporate services. Dassault Systems of Americas May be adverse to other clients Corp. in unrelated transactional matters Fisker, Henrik Brown Rudnick represented the Official Committee of Unsecured Creditors in the A123 Systems Inc. Chapter 11 case. The Debtors were a member of the Committee and Mr. Fisker is a co-founder of the Debtors. Martin, Michael May be adverse to other clients in unrelated bankruptcy matters. Nitto Denko Automotive Inc. May be adverse to other clients in unrelated litigation matter. Safeco Insurance Co. May be adverse to other clients in unrelated bankruptcy and litigation matters. Tata Technologies May be adverse to other clients in unrelated bankruptcy matters.

4 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 32 of 36

t: to - En - 0110, -41-tNtiOiiii 0 '' 01.7_.m bty- Westlaw May be adverse to other clients in unrelated bankruptcy matter; Brown Rudnick vendor in unrelated matters providing electronic legal research services. Officers & Directors Forcier, Jason May be adverse to other clients in unrelated bankruptcy matters. Gonzalez, Alberto Involved in his role as Attorney General in an unrelated litigation matter in which Brown Rudnick represents certain parties. Koehler, Bernard Brown Rudnick represented the Official Committee of Unsecured Creditors in the A123 Systems Inc. Chapter 11 case. The Debtors were a member of the Committee and Mr. Koehler is a co-founder of the Debtors. Professionals BDO Seidman May be adverse to other clients in unrelated bankruptcy matters. DLA Piper May be adverse to other clients in unrelated bankruptcy, transactional and real estate matters. Evercore Group LLC May be adverse to other clients in unrelated bankruptcy matters. Foley & Lardner May be adverse to other clients in unrelated bankruptcy and litigation matters. Huron Consulting Group Inc. May be adverse to other clients in unrelated bankruptcy matters. Orrick Herrington & Sutcliffe May be adverse to other clients LLP in unrelated employment matter. Shareholders A123 Systems Inc. Brown Rudnick represented the Official Committee of Unsecured Creditors in the A123 Systems Inc. Chapter 11

5 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 33 of 36

elotiwill ' i g tor ,• tki ,, .:- 9 litch9n V case and now represents the liquidation trust. Appaloosa Investment LP I May be adverse to other clients in unrelated bankruptcy and litigation matters. BLT Ventures LLC May be adverse to other clients in unrelated bankruptcy matters. Fisker Coachbuild LLC Brown Rudnick represented the Official Committee of Unsecured Creditors in the A123 Systems Inc. Chapter 11 case, of which this entity was a member. Fisker, Henrik Brown Rudnick represented the Official Committee of , Unsecured Creditors in the A123 Systems Inc. Chapter 11 case. The Debtors were a member of the Committee and Mr. Fisker is a co-founder of the Debtors. HS Partners Holdings III LP May be adverse to other clients in unrelated bankruptcy and litigation matters. Koehler, Bernard Brown Rudnick represented the Official Committee of Unsecured Creditors in the A123 Systems Inc. Chapter 11 case. The Debtors were a member of the Committee and Mr. Koehler is a co-founder of the Debtors. KPCB Holdings Inc. May be adverse to other clients in unrelated transactional matter. New Enterprise Associates 13 May be adverse to other clients LP in unrelated restructuring matter. Palomino Fund Ltd. May be adverse to other clients in unrelated bankruptcy and litigation matters. Thoroughbred Fund LP May be adverse to other clients in unrelated bankruptcy and litigation matters.

6 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 34 of 36

ez elkion's 1. " . c , o - Atit‘ Pilnectio Taxing Authorities California Franchise Tax May be adverse to other clients Board in unrelated bankruptcy matters. California State Board of May be adverse to other clients Equalization in unrelated bankruptcy matters. Delaware Secretary of State May be adverse to other clients in unrelated bankruptcy matter. Idaho Transportation May be adverse to other clients Department, Vehicle Services in unrelated bankruptcy matter. — Dealer Licensing Iowa, State of May be adverse to other clients in unrelated bankruptcy matter. Kansas Department of May be adverse to other clients Revenue in unrelated bankruptcy matter. Orange County Treasurer — May be adverse to other clients Tax Collector (CA) in unrelated bankruptcy matters. Top Unsecured Creditors Android Industries LLC May be adverse to other clients in unrelated bankruptcy matter. Core-Tech Inc. May be adverse to other clients in unrelated bankruptcy matter. Deloitte & Touche LLP May be adverse to other clients in unrelated transactional and litigation matters. Denso International America May be adverse to other clients Inc. in unrelated litigation matter. Dow Jones & Co. Inc. May be adverse to other clients in unrelated bankruptcy matter. Eaton Corp. May be adverse to other clients in unrelated bankruptcy matter. ESG Automotive Inc. May be adverse to other clients in unrelated bankruptcy matter. Foley & Lardner May be adverse to other clients in unrelated bankruptcy and litigation matters. General Motors Components May be adverse to other clients Holdings LLC in unrelated bankruptcy, transactional and litigation matters. Hess Corp. May be adverse to other clients in unrelated bankruptcy and litigation matters.

7 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 35 of 36

n •' -ntitY- 01111teetio. Magna E-Car USA LLP 2 May be adverse to other clients in unrelated bankruptcy matter. Mercer Health & Benefits May be adverse to other clients in unrelated bankruptcy matter. Microsoft Licensing GP May be adverse to other clients in unrelated bankruptcy matter. Orange County Treasurer (CA) May be adverse to other clients in unrelated bankruptcy matters. Orrick Herrington & Sutcliffe May be adverse to other clients in unrelated employment matter. SAP America Inc. May be adverse to other clients in unrelated contract matter. Tata Technologies Inc. May be adverse to other clients in unrelated bankruptcy matters. TRW Automotive Czech SRO May be adverse to other clients in unrelated intellectual property matter. Washington Gas Energy May be adverse to other clients Services in unrelated bankruptcy matter. Utilities Hess Corp. May be adverse to other clients in unrelated bankruptcy and litigation matters. Tw Telecom May be adverse to other clients in unrelated bankruptcy matters. Vendors A123 Systems Inc. Brown Rudnick represented the Official Committee of Unsecured Creditors in the A123 Systems Inc. Chapter 11 case and now represents the liquidation trust. Android Industries LLC May be adverse to other clients in unrelated bankruptcy matter. General Motors LLC May be adverse to other clients in unrelated bankruptcy, transactional and litigation matters. GM Global Technology May be adverse to other clients Operations Inc. in unrelated bankruptcy, transactional and litigation.

2 Committee Member

8 629025.1 01/02/2014 Case 13-13087-KG Doc 331-2 Filed 01/02/14 Page 36 of 36

ellatiOji$ . A o ,e..,. IQ Fntity 4.00k't.14].. matters Lear Corp. May be adverse to other clients in unrelated bankruptcy and litigation matters. Visteon Corporation Brown Rudnick represented the Official Committee of Unsecured Creditors in the Visteon Corporation Chapter 11 case; may be adverse to other clients in unrelated litigation matters.

EXHIBIT B

Proposed Order

9 629025.1 01/02/2014 Case 13-13087-KG Doc 331-3 Filed 01/02/14 Page 1 of 3 Exhibit B

Proposed Order Case 13-13087-KG Doc 331-3 Filed 01/02/14 Page 2 of 3

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

FISKER AUTOMOTIVE HOLDINGS, INC., et al., 1 ) Case No. 13-13087 (KG) ) Jointly Administered Debtors. ) Re: Docket No.

ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF BROWN RUDNICK LLP AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF FISKER AUTOMOTIVE HOLDINGS, INC., NUNC PRO TUNC TO DECEMBER 5, 2013

This matter having been brought before the Court by the Official Committee of

Unsecured Creditors (the "Committee") in the above-captioned cases, upon application (the

"Application") 2 for entry of an order (this "Order") pursuant to Section 1103(a) of title 11 of the

United States Code (the "Bankruptcy Code") and Rule 2014(a) of the Federal Rules of

Bankruptcy Procedure (the "Bankruptcy Rules") and Del. Bankr. LP 2014-1 (the "Local Rules"),

authorizing the nunc pro tune employment and retention of Brown Rudnick LLP ("Brown

Rudnick") as co-counsel for the Committee, effective as of December 5, 2013; and the Court

having jurisdiction to consider the Application and the relief requested therein in accordance

with 28 U.S.C. §§ 157 and 1334; and the consideration of the Application and the relief

requested therein being a core proceeding in accordance with 28 U.S.C. § 157(b); and the Court

having considered the Application, the accompanying Declaration of William R. Baldiga, Esq. in

Support of Application for Order Authorizing the Retention of Brown Rudnick LLP as Co-

Counsel for the Official Committee of Unsecured Creditors of Fisker Automotive Holdings, Inc.

629025.1 01/02/2014 Case 13-13087-KG Doc 331-3 Filed 01/02/14 Page 3 of 3

and all responses or objections to the Application; and the Court being satisfied that Brown

Rudnick is a disinterested person and does not hold or represent an interest adverse to the estate with respect to any of the matters for which Brown Rudnick is to be engaged; and the Court finding that the employment of Brown Rudnick is necessary to the performance of the

Committee's duties; and notice of this Order having been given to all parties entitled to receive notice; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefor, it is hereby

ORDERED, that the Application is approved, as set forth herein; and it is further

ORDERED, that pursuant to Sections 328 and 1103(a) of the Bankruptcy Code, the

Committee is authorized to employ and retain Brown Rudnick as bankruptcy counsel nunc pro tunc as of December 5, 2013, and it is further

ORDERED, that Brown Rudnick shall file applications and be compensated in accordance with Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local

Rules, and such other procedures as may be fixed by order of this Court; and it is further

ORDERED, that this Court shall retain jurisdiction with respect to any matters, claims, rights or disputes arising from or related to the implementation of this Order.

Dated: ,2014 Wilmington, Delaware

Honorable Kevin Gross United States Bankruptcy Judge

629025.1 01/0212014 2 Case 13-13087-KG Doc 331-4 Filed 01/02/14 Page 1 of 5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

FISKER AUTOMOTIVE HOLDINGS, INC., et al., ) Case No. 13-13087 (KG)

) Jointly Administered Debtors.

CERTIFICATE OF SERVICE

I, Mark Minuti, hereby certify that on January 2, 2014, 1 caused a copy of the foregoing

Application for Order Authorizing the Retention of Brown Rudnick LLP as Co-Counsel

for the Official Committee of Unsecured Creditors of Fisker Automotive Holdings, Inc., et

al., Nunc Pro Tune to December 5, 2013 to be served via First Class Mail on the parties on the

attached Service List.

SAUL EWING LLP

By Mark Minuti (DE Bar No, 2659) 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873

Dated: January 2, 2014

629025.1 01/02/2014 Case 13-13087-KG Doc 331-4 Filed 01/02/14 Page 2 of 5

FISKER AUTOMOTIVE HOLDINGS, INC., et aL Service List

Laura Davis Jones, Esquire Ricardo Palacio, Esquire James E. O'Neill, Esquire Aaron H. Stulman, Esquire Peter J. Keane, Esquire Ashby Geddes, P.A. Pachulski Stang Ziehl & Jones 500 Delaware Avenue, 8th Floor 919 North Market Street, 17th Floor P.O. Box 1150 P.O. Box 8705 Wilmington, DE 19899-1150 Wilmington, DE 19899-8705 Mary F. Caloway, Esquire Mark Kenney, Esquire Buchanan Ingersoll & Rooney PC Office of the United States Trustee 1105 North Market Street, Suite 1900 J. Caleb Boggs Federal Building Wilmington, DE 19801 844 King Street, Suite 2207 Wilmington, DE 19801 Frederick Rosner, Esquire Julia Klein, Esquire Richard A. Barkasy, Esquire The Rosner Law Group, LLC Schnader Harrison Segal & Lewis LLP 824 N. Market Street, Suite 810 824 N. Market Street, Suite 800 Wilmington, DE 19801 Wilmington, DE 19801 Kevin G. Collins, Esquire Fred W. Hoensch, Esquire Barnes & Thornburg LLP Sclmader Harrison Segal & Lewis LLP 1000 N. West Street, Suite 1500 824 N. Market Street, Suite 800 Wilmington, DE 19801-1058 Wilmington, DE 19801 Theresa V. Brown-Edwards, Esquire Robert S. Brady, Esquire Darby I Brown—Edwards LLC Edmon L. Morton, Esquire I.M. Pei Building Kenneth J. Enos, Esquire 1105 N. Market Street, Suite 1600 Young Conaway Stargatt & Taylor LLP Wilmington, DE 19801 1000 N. King Street Wilmington, DE 19801 Michael R. Lastowski, Esquire Sommer L. Ross, Esquire Stanley B. Tarr, Esquire Jarret P. Hitchings, Esquire Blank Rome LLP Duane Morris LLP 1201 Market Street, Suite 800 222 Delaware Avenue, Suite 1600 Wilmington, DE 19081 Wilmington, DE 19801-1659

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Etta R. Mayers, Esquire Tobias S. Keller, Esquire Potter Anderson & Corroon LLP Peter Benvenutti, Esquire Hercules Plaza, 6th Floor Keller & Benvenutti LLP 1313 N. Market Street One Montgomery Tower, Suite 2200 P.O. Box 951 San Francisco, CA 94101 Wilmington, DE 19801 Bojan Guzina, Esquire Marcos A. Ramos, Esquire Andrew F. O'Neill, Esquire Tyler D. Semmelman, Esquire Sidley Austin LLP Richards, Layton & Finger, P.A. One South Dearborn Street One Rodney Square Chicago, IL 60603 920 N. King Street Wilmington, DE 19801 Marc M. Bakst, Esquire Bodman LLP Seth A. Niederman, Esquire 6th Floor at Ford Field L. John Bird, Esquire 1901 St. Antoine Street Fox Rothschild LLP Detroit, MI 48226 919 N. Market Street, Suite 1300 P.O. Box 2323 Donald K. Ludman, Esquire Wilmington, DE 19899-2323 Brown & Connery, LLP 6 North Broad Street, Suite 100 Rachel B. Mersky, Esquire Woodbury, NY 08096 Monzack Mersky McLaughlin and Browder, P.A. Peter A. Clark, Esquire 1201 N. Orange Street, Suite 400 Timothy S. McFadden, Esquire Wilmington, DE 19801 Barnes & Thornburg LLP 1 North Wacker Drive, Suite 4400 Norman M. Monhait, Esquire Chicago, IL 0606 Rosenthal, Monhait & Goddess, PA 919 Market Street, Suite 1401 Joseph R. Sgroi, Esquire P.O. Box 1070 Honigman Miller Schwartz and Wilmington, DE 19899 Cohn LLP 660 Woodward Avenue Ellen W. Slights, Esquire 2290 First National Building United States Attorney's Office Detroit, MI 48226 District of Delaware 1007 N. Orange Street, Suite 700 Robert M. Riley, Esquire P.O. Box 2046 Honigman Miller Schwartz and Wilmington, DE 19899-2046 Cohn LLP 660 Woodward Avenue James H.M. Sprayregen, P.C. 2290 First National Building Anup Sathy, P.C. Detroit, MI 48226 Ryan Preston Dahl, Esquire Kirkland & Ellis LLP Sheryl L. Toby, Esquire 300 North LaSalle Dykema Gossett PLLC Chicago, IL 60654 39577 Woodward Avenue, Suite 300 Bloomfield Hills, MI 48304

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Marc E. Richards, Esquire Russell J. Passamano, Esquire Blank Rome LLP DeCotiis, FitzPatrick & Cole, LLP The Chrysler Building Glenpointe Centre West 405 Lexington Avenue 500 Frank W. Burr Blvd., Suite 31 New York, NY 10174-0208 Teaneck, NJ 07666

Douglas C. Bernstein, Esquire Michael S. Etkin, Esquire Plunkett Cooney, P.C. Lowenstein Sandler LLP 38505 Woodward Avenue, Suite 2000 65 Livingston Avenue Bloomfield Hills, MI 48304 Roseland, NJ 07068

Fred Neufeld, Esquire Ira M. Levee, Esquire Stradling Yocca Carlson & Rauth, P.C. Lowenstein Sandler LLP 100 Wilshire Blvd., 4th Floor 65 Livingston Avenue Santa Monica, CA 90401 Roseland, NJ 07068

Lisa S. Gretchko, Esquire Kurt B. Olsen, Esquire Howard & Howard Klafter Olsen & Lesser LLP 450 West Fourth Street 1250 Connecticut Avenue, N.W. Royal Oak, MI 48067 Suite 200 Washington, DC 20036 James Stewart, Esquire Peter Gojcaj, Esquire Todd S. Collins, Esquire Kot2 Sangster Wysocki P.C. Douglas M. Risen, Esquire 400 Renaissance Center, Suite 3400 Berger & Montague, PC Detroit, MI 48243 1622 Locust Street Philadelphia, PA 19103 Tara E. Nanful, Esquire Haynsworth Sinkler Boyd, P.A. Daniel W. Linna, Jr., Esquire Post Office Box 340 Honigman Miller Schwartz and Cohn LLP Charleston, SC 29402-0340 2290 First National Building 660 Woodward Avenue Thomas M. Gaa, Esquire Detroit, MI 48226-3506 Bialson, Bergen & Schwab, P.C. 2600 El Camino Real, Suite 300 My Chi To, Esquire Palo Alto, CA 94306 Mark D. Wasco, Esquire Debevoise & Plimpton LLP Jack A. Raisner, Esquire 919 Third Avenue Rene S. Roupinia.n, Esquire New York, NY 10022 Outten & Golden LLP 3 Park Avenue, 29th Floor Silicon Valley Bank New York, NY 10016 Attn: Mr. Robert Anderson 38 Technology Drive, Suite 150 Linda Boyle, Esquire Irvine, CA 92618 tw telecom inc. 10475 Park Meadows Drive, #400 Littleton, CO 80124

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Midland Loan Services, Inc. Attn: General Counsel 10851 Mastin, Suite 700 Overland Park, KS 66210

PNC (d/b/a Midland Loan Services, Inc.) Attn: President 10851 Mastin, Suite 700 Overland Park, KS 66210

PNC (d/b/a Midland) Oo Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE 19899

Internal Revenue Service P.O. Box 7346 Philadelphia, PA 19101-7346

Internal Revenue Service 2970 Market Street Mail Stop 5-Q30.133 Philadelphia, PA 19104-5016

United States Department of Energy Attn: Director Advanced Technology Vehicles Manufacturing_C-F-1 4 1000 Independence Avenue, SW Washington, DC 20585

United States Department of Energy Office of the General Counsel GC-1 1000 Independence Avenue, SW Washington, DC 20585

United States Department of Justice Attn: Matthew J. Troy, Esquire Civil Division 1100 L Street, N.W., #10030 Washington, DC 20005

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