Case 13-13087-KG Doc 725 Filed 03/20/14 Page 1 of 8

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)

Debtors. ) Jointly Administered ) Hearing Date: April 17, 2014 @ 10:00 a.m. ON. Deadline: April 10, 2014 @ 4:00 p.m.

APPLICATION FOR AN ORDER PURSUANT TO 11 U.S.C. §§ 328(a) AND 1103 AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF 284 PARTNERS, LLC AS INTELLECTUAL PROPERTY VALUATION EXPERT FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO MARCH 17, 2014

The Official Committee of Unsecured Creditors (the "Committee") appointed in the

chapter 11 case of Fisker Automotive Holdings, Inc. ("Fisker") and its affiliated debtor and

debtor-in-possession in the above-captioned chapter 11 cases (together, the "Debtors") files this

application (the "Application") seeking entry of an order authorizing the Committee through its

counsel to retain and employ 284 Partners, LLC ("284 Partners"), nunc pro tune to March 17,

2014, as intellectual property valuation expert for the Committee pursuant to sections 328(a) and

1103 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"),

Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule

2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy

Court for the District of Delaware (the "Local Rules"), In support of the Application, the

Committee refers to the Declaration of Michael J. Lasinski in Support of the Application for an

Order Pursuant to 11 U.S.C. §§ 328(a) and 1103 Authorizing and Approving the Employment

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 3080 Airway Avenue, Costa Mesa, California 92626.

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and Retention of 284 Partners, LLC as Intellectual Property Valuation Expert for the Official

Committee of Unsecured Creditors Nunc Pro Tunc to March 17, 2014 (the "Lasinski

Declaration"), attached hereto as Exhibit A. In further support of the Application, the

Committee respectfully represents as follows:

BACKGROUND

1. On November 22, 2013 (the "Petition Date"), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the United States

Bankruptcy Court for the District of Delaware (the "Court"). The Debtors continue to operate their business and manage their property as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

2. On November 26, 2013, the Court entered an order [Docket No. 52] authorizing the joint administration and procedural consolidation of these chapter 11 cases pursuant to

Bankruptcy Rule 1015(b), No request for the appointment of a trustee or examiner has been made in the 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. No other official committees have been appointed or designated in these chapter 11 cases.

4. On December 5, 2013, the Committee elected to retain Brown Rudnick LLP

("Brown Rudnick") as lead counsel and Saul Ewing LLP ("Saul Ewing") as Delaware counsel.

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5. On February 12, 13, and, 14, 2014, an open and competitive auction was held for substantially all of the Debtors' assets, including certain assets as to which Hybrid Tech

Holdings, LLC ("Hybrid") holds a perfected lien, material assets as to which Hybrid does not hold a perfected lien, and additional assets as to which there is a pending dispute between Hybrid and the Committee as to whether Hybrid holds a perfected lien.

6. The auction concluded with a bid of $149.2 million selected as the winning bid.

The Committee believes that the majority of the winning bid is allocable to assets as to which

Hybrid does not hold a perfected lien including, foreign intellectual property. To aid in the expeditious resolution of the ongoing disputes over the valuation of the Debtors' intellectual property assets (the "IP Valuation Dispute"), and the scope of Hybrid's liens and the allocation of the auction proceeds (the "Perfection and Allocation Disputes"), the Committee, through its

counsel, seeks to retain 284 Partners as of March 17, 2014.

JURISDICTION AND VENUE

7. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C.

§§ 157 and 1334. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is

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

8. The statutory predicates for the relief sought herein are sections 328(a) and 1103

of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule 2014-1.

RELIEF REQUESTED

9. By this Application, the Committee respectfully requests that the Court enter an

order, pursuant to sections 328(a) and 1103 of the Bankruptcy Code, authorizing the Committee

through its counsel to retain and employ 284 Partners as its intellectual property valuation expert

in the above-captioned chapter 11 cases, in accordance with the terms and conditions set forth in

that certain engagement letter between the Committee and 284 Partners annexed hereto as

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Exhibit B (the "Engagement Letter"), nunc pro tunc to March 17, 2014, which is the date the

Committee retained 284 Partners and that 284 Partners commenced providing services on behalf of the Committee.

BASIS FOR RELIEF

10. Pursuant to sections 328(a) and 1103 of the Bankruptcy Code, a committee appointed under section 1102 may employ one or more professionals to represent it in carrying out its duties under the Bankruptcy Code, provided that such professionals are disinterested persons and do not hold or represent an interest adverse to the estates. 11 U.S.C. §§ 328(a),

1103. The Committee requests that the Court approve its retention of 284 Partners as its intellectual property valuation expert to perform valuation services that will be necessary during these chapter 11 cases in accordance with 284 Partners' hourly rates and disbursement policies.

11. Because of 284 Partners' professionals' extensive experience in intellectual property valuation, consulting, strategy and transactional services, the Committee selected 284

Partners to provide intellectual property valuation services. The services to be rendered by 284

Partners are necessary and essential to the performance of the Committee's duties and

obligations, and will not duplicate the services to be rendered by the Committee's other

professionals in these chapter 11 cases.

12. Specifically, 284 Partners will assist the Committee (and, by extension, the

Debtors' estates) in the expeditious resolution of the IP Valuation Dispute and the Perfection and

Allocation Disputes, which will preserve the incremental value achieved through the auction and

promote the prompt resolution of these chapter 11 cases for the benefit of all parties in interest.

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Case 13-13087-KG Doc 725 Filed 03/20/14 Page 5 of 8

SERVICES TO BE PROVIDED BY 284 PARTNERS

13. The Committee respectfully submits that it is necessary and appropriate to employ

and retain 284 Partners as its intellectual property valuation expert to assist the Committee in

evaluating the Debtors intellectual property to form a basis for its value, including, but not

limited to providing the following services as set forth in the Engagement Letter:

a) Determine the appropriate valuation methods which may be employed;

b) Review documents produced by the Debtors and other relevant parties;

c) Research third-party sources for economic, market and other data relevant to the valuation and apportionment;

d) Conduct interviews of appropriate personnel;

e) Develop financial models and valuation analyses;

0 Prepare expert report(s) and supporting schedules;

g) Discuss the results of our analyses and opinions of value and apportionment with Brown Rudnick;

h) Prepare for and provide deposition testimony, as necessary;

i) Prepare for and provide trial testimony, as necessary; and

j) provide such other services as requested by the Committee in furtherance of the services set forth above.

14. The Committee respectfully represents it is necessary for the Committee to retain

an intellectual property valuation expert to perform the above-referenced services and to

otherwise assist the Committee in fulfilling its statutory duties under the Bankruptcy Code. 284

Partners began providing services to the Committee immediately following the Committee's

selection of 284 Partners as the Committee's intellectual property valuation expert, subject to the

Court's approval of its retention.

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DISINTERESTEDNESS OF 284 PARTNERS

15. To the best of the Committee's knowledge, information and belief, and as evidenced by the Lasinski Declaration, 284 Partners does not currently hold or represent an interest adverse to the Debtors, their estates or creditors with respect to the matters in which 284

Partners is to be employed, except as set forth therein, and 284 Partners is "disinterested" under section 101(14) of the Bankruptcy Code.

16. To the best of the Committee's knowledge, 284 Partners has no connection with the creditors or any other adverse party or its attorneys in these chapter 11 cases except as otherwise stated in the attached Lasinski Declaration. 284 Partners may supplement the Lasinski

Declaration from time to time to disclose any such additional material contacts or relationships with significant parties as and if they become known.

TERMS OF RETENTION OF 284 PARTNERS

17. The terms and conditions of the retention of 284 Partners are set forth in the

Engagement Letter and provide generally that certain professionals and other personnel within

284 Partners will undertake this engagement at agreed to hourly rates and that 284 Partners will be reimbursed for reasonable and necessary expenses, subject to the approval of the Court in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the

Local Rules and the orders of this Court.

18. The present hourly rates for the services of the nature to be rendered to the

Committee are set forth in the Lasinski Declaration and the Engagement Letter. The hourly rates of the professionals of 284 Partners are subject to periodic adjustments to reflect economic and other conditions and to reflect their increased expertise and experience. The hourly rates for the advisors who will primarily be performing services for the Committee will be $545 for Michael

J. Lasinski, from $150 to $425 for consultants and from $75 to $150 for support staff.

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19. 284 Partners will also seek reimbursement for reasonable and necessary expenses incurred, which may include travel, work related meals, photocopying (not to exceed $0.10 per page), delivery service, postage, vendor charges and other out-of-pocket expenses incurred in providing professional services to the Committee.

20. 284 Partners will file fee applications with the Court in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders of this Court, and be paid pursuant to said Code, Rules and orders.

NOTICE

21. Notice of this Application has been given to: (i) the Office of the United States

Trustee; (ii) counsel to the Debtors; (iii) counsel to the DIP Lender; and (iv) those parties requesting notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Committee submits that no further notice is required.

NO PRIOR REQUEST

22. No prior request for the relief sought herein has been made to this or any other court.

[The balance of this page is intentionally blank.]

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WHEREFORE, the Committee respectfully requests that this Court enter an order substantially in the form attached hereto as Exhibit C, authorizing and approving the

Committee's employment and retention of 284 Partners as intellectual property valuation expert to the Committee, nunc pro tunc to March 17, 2014, and grant such other and further relief as the

Court deems just and proper.

Dated: March 20, 2014 SAUL EWING LLP

\/\7---- 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 (admitted pro hac vice) Nicolas M. Dunn (admitted pro hac vice) One Financial Center Boston, Massachusetts 02111 Telephone: (617) 856-8200 Facsimile: (617) 856-8201

Co-Counsel to the Official Committee of Unsecured Creditors

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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) ) Debtors. ) Jointly Administered Hearing Date: April 17, 2014 @ 10:00 a.m. ) Obj. Deadline: April 10, 2014 @ 4:00 p.m. ) )

NOTICE OF APPLICATION

PLEASE TAKE NOTICE that on March 20, 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 an Order Pursuant to 11 U.S.C. §§ 328(a) and 1103 Authorizing and Approving the Employment and Retention of 284 Partners, LLC as Intellectual Property Valuation Expert for the Official Committee of Unsecured Creditors Nunc Pro Tune to March 17, 2014 (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 April 10, 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 April 17, 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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Dated: March 20, 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 (admittedpro hac vice) Nicolas M. Dunn (admitted pro hac vice) One Financial Center Boston, Massachusetts 02111 Telephone: (617) 856-8200 Facsimile: (617) 856-8201

Co-Counsel to the Official Committee of Unsecured Creditors

631E84.1 03/2012014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 1 of 28 Exhibit A

Declaration of Michael J. Lasinski Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 2 of 28

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

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

Debtors. ) Jointly Administered

DECLARATION OF MICHAEL J. LASINSKI IN SUPPORT OF APPLICATION FOR AN ORDER PURSUANT TO 11 U.S.C. §§ 328(a) AND 1103 AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF 284 PARTNERS, LLC AS INTELLECTUAL PROPERTY VALUATION EXPERT FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNCTO MARCH 17, 2014

Michael J. Lasinski hereby declares, pursuant to 28 U.S.C. § 1746, as follows:

1. I am the Chief Executive Officer and Managing Director of 284 Partners, LLC

("284 Partners"), a professional services firm having expertise in intellectual property valuation,

litigation consulting and intellectual property strategy. 284 Partners maintains an office located

at 215 E. Washington, Suite 201, Ann Arbor, Michigan 48104. I am a Certified Public

Accountant and certified in Financial Forensics by the American Institute of Certified Public

Accountants and a recognized expert on financial aspects of intellectual property.

2. I submit this declaration in support of the Application (the "Application") of the

Official Committee of Unsecured Creditors (the "Committee") appointed in the chapter 11 cases

of Fisker Automotive Holdings, Inc. ("Fisker") and its affiliated debtor and debtor-in-possession

in the above-captioned Chapter 11 cases (together, the "Debtors"), seeking entry of an order

authorizing the Committee to retain and employ 284 Partners, LLC, nunc pro tunc to March 17,

2014, as intellectual property valuation expert for the Committee pursuant to sections 328(a) and

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1103 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"),

Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule

2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy

Court for the District of Delaware (the "Local Rules").

3. 284 Partners has agreed to be retained and employed to provide intellectual property valuation services and assistance to the Committee as set forth in the terms of an engagement letter dated March 17, 2014 (the "Engagement Letter"). A copy of the Engagement

Letter is attached to the Application as Exhibit B. I provide this declaration in support of an

order authorizing the retention and employment of 284 Partners as intellectual property valuation

expert for the Committee. Unless otherwise stated in this declaration, I have personal knowledge

of the facts hereinafter set forth.

4. 284 Partners specializes in intellectual property valuation, litigation consulting,

intellectual property strategy and consulting. The professionals of 284 Partners have advised

creditor committees, private equity companies, venture capitalists and Fortune 500 companies on

numerous occasions.

5. In connection with the preparation of this declaration, 284 Partners has researched

its client database to determine whether it had any relationship with the parties listed on Exhibit

1 attached hereto. 284 Partners' review of these relationships was completed under my

supervision and consisted of a query of its internal computer database containing the names of

individuals and entities that are present and recent former clients of 284 Partners. A summary of

such relationships that 284 Partners identified during this process is set forth on Exhibit 2 to this

declaration.

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6. Insofar as I have been able to ascertain through diligent inquiry, except as set forth on Exhibit 2, neither I, 284 Partners, nor any member or professional employee of 284

Partners have any connection with the Debtors, their creditors, any other party-in-interest, the

Debtors' current respective attorneys or professionals, the United States Trustee, any person employed in the office of the United States Trustee or the Honorable Kevin Gross, nor do we hold or represent any entity having an adverse interest in connection with the Debtors' chapter

11 cases.

7. Neither I, 284 Partners nor any professional employee of 284 Partners is related professionally to the Debtors, their creditors or any other party in interest herein or the Debtors' respective attorneys or professionals in the matters for which 284 Partners is proposed to be retained.

8. 284 Partners has in the past worked with, continues to work with, and has mutual

clients with certain law firms who may represent parties-in-interest in these chapter 11 cases.

None of these engagements or relationships relate to these chapter 11 cases.

9. 284 Partners has had, may currently have, and may in the future have commercial

or professional relationships directly or indirectly with customers, competitors, and creditors of

the Debtors. As described above, however, 284 Partners has undertaken a detailed search to

determine, and to disclose, whether it is performing or has performed services for the thirty

largest unsecured creditors, equity security holders, or insiders in matters related to these chapter

11 cases.

10. Despite the efforts described above to identify and disclose 284 Partners'

connections with parties-in-interest in these chapter 11 cases, because the Debtors have

numerous creditors and other relationships, 284 Partners is unable to state with certainty that

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every client representation or other connection has been disclosed. If 284 Partners discovers additional information that requires disclosure, 284 Partners will file supplemental disclosures with the Court as promptly as possible.

11. To the best of my knowledge, 284 Partners has not been retained to assist any entity or person other than the Committee on matters relating to, or in connection with, these chapter 11 cases. If this Court approves the proposed employment of 284 Partners as intellectual property valuation expert for the Committee, 284 Partners will not accept any engagement or perform any services in these chapter 11 cases for any entity or person other than the Committee.

284 Partners may, however, continue to provide professional services to, and engage in

commercial or professional relationships with, entities or persons that may be creditors of the

Debtors or parties-in-interest in these chapter 11 cases; provided, however, that such services do

not and will not relate to, or have any direct connection with, these chapter 11 cases.

12. I am not related or connected to and, to the best of my knowledge, no other

professional of 284 Partners is related or connected to any United States Bankruptcy Judge for

the District of Delaware, the United States Trustee, or any employee in the office thereof

13. To the best of my knowledge, information and belief, 284 Partners does not have

or represent any interest materially adverse to the interest of the Debtors, or of any class of

creditors or equity security holders of the Debtor, by reason of any direct or indirect relationship

to, connection with, or interest in the Debtors. To the extent that any information disclosed

herein requires amendment or modification upon 284 Partners' completion of further analysis, or

as additional information becomes available to it, a supplemental declaration will be submitted to

the Court.

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14. The Committee has advised 284 Partners that it desires to retain 284 Partners to

provide such professional services as 284 Partners and the Committee find mutually agreeable

and which may include the following services as set forth in the Engagement Letter:

a) Determine the appropriate valuation methods which may be employed;

b) Review documents produced by the Debtors and other relevant parties;

c) Research third-party sources for economic, market and other data relevant to the valuation and apportionment;

d) Conduct interviews of appropriate personnel;

e) Develop financial models and valuation analyses;

Prepare expert report(s) and supporting schedules;

g) Discuss the results of our analyses and opinions of value and apportionment with Brown Rudnick;

h) Prepare for and provide deposition testimony, as necessary;

i) Prepare for and provide trial testimony, as necessary; and

j) Provide such other services as requested by the Committee in furtherance of the services set forth above.

15. It is the intention of 284 Partners to seek compensation for its services in

accordance with hourly rates that it negotiated with the Committee as set forth in the

Engagement Letter. Although rates may be adjusted from time to time during the pendency of

these chapter 11 cases, the range of hourly billing rates as of this date for professionals of 284

Partners who may be involved in rendering services are as follows:

Managing Director $545 per hour Consultants $150 to $425 per hour Support Staff $75 to $150 per hour

16. In addition, 284 Partners will seek reimbursement for out-of-pocket expenses and

other charges incurred in connection with its services in these chapter 11 cases consistent with its

regular practices with existing clients.

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17. The Committee and 284 Partners understand that any compensation or reimbursement of expenses paid to 284 Partners must be submitted for approval in accordance with the relevant provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable rules and orders of this Court.

18. 284 Partners has not shared or agreed to share any of the payments to be received by 284 Partners with any other person, other than a principal, professional or employee of 284

Partners, as permitted by section 504 of the Bankruptcy Code. The proposed engagement is not prohibited by Bankruptcy Rule 5002.

19. By reason of the foregoing, I believe 284 Partners is eligible for employment and

retention by the Committee pursuant to sections 328 and 1103 of the Bankruptcy Code and the

applicable Bankruptcy Rules and Local Rules.

I declare under penalty of perjury that the foregoing statements made by me are true and

correct to the best of my knowledge, information and belief.

Dated: March 20, 2014 /s/ Michael J. Lasinski Michael J. Lasinski Chief Executive Officer and Managing Director 284 Partners, LLC

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EXHIBIT 1

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List of Identified Parties Included in Conflict Check 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. Chards 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.

Landlords Beijing Jing Guang Centre Co. Ltd. ESG Elektroniksystem und Logistik GmbH WWG Canyon Corporate Owner LLC

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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. DHL Express USA Elite Interactive Solutions Inc. Epistar Corp. Etzelsberger, Sven EUMAR Pharma GmbH

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Litigants (cont'd) 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. Hempsted 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 LogMein 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, Aim K. Nitto Denko Automotive Inc. Norman Taylor & Associates Novy, Megan Novy, Richard Oliva, Angel Oliva, Frances Podalsky, Gregg Adam Project Time & Cost Inc, Redapt Inc.

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Litigants (cont'd) 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 DooIan, 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 Koehler, Bernhard Koroglu, Samuel Lane, Ray

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Officers & Directors (cont'd) 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 Shopf, Hans-Joachim, Dr. Shriver, Timothy Theisen, Linda Thorburn, James Weidner, Eric Yost, Jim Zuroff, Bernard L.

Potential Purchasers Hybrid Tech Holdings LLC Wanxiang America Corporation

Professionals BDO Seidman Beilinson Advisory Group, LLC Brown Rudnick LLP DLA Piper Emerald Capital Advisors Corp. Evercore Group L.L.C. Foley & Lardner Gellert Sca Busenkell & Brown LLC Huron Consulting Group Inc. Kirkland & Ellis LLP Omni Management Group Orrick Herrington & Sutcliffe LLP Pachulski Stang Ziehl & Jones LLP PricewaterliouseCoopers LLP Rust Consulting/Omni Bankruptcy Saul Ewing LLP

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Shareholders 360 Holdings LLC 8888 Investments GmbH A123 Systems Inc. Advanced Lithium Power Inc. AEI 2010 CleanTech Ventures 1 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

-6- 631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 15 of 28

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 Datsopoulos, Milton Deborah R Stoltzner Revocable Trust dated 7126/95 DeSantis, Arm 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 Foris Ventures LLC Fourth Avenue Capital Partners LP Frederick J. Mancheski Revocable Trust Futrex Capital Management G&D Conniff LLC Ganrnukhi Irrevocable Trust Ganmulchi, 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

-7- 631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 16 of 28

Jocelyn, Thomas E., III Joseph J. Rauenhorst Revocable Trust Koehler, Bernhard KPCB Holdings Inc. Lacy, Robert P. Lamoreaux Partners 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

-8- 631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 17 of 28

Niemiec, Richard Njemanze, Hugh Northport Investments LLC Orgone Capital Ill LLC Orrick Investments 2012 LLC Pacific Century Group Investments Ltd. 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.

-9- 631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 18 of 28

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

-10 - 631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 19 of 28

Netherlands Tax & Customs Administration Nevada Secretary of State New Castle County Government (DE) New Hampshire Secretary of State 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)

631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 20 of 28

Android Industries LLC Benteler Automotive BMW Group 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 Inc, 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 fiir Automobil- Prototypen Hess Corp. Hitachi Data Systems Howard Temes Packaging Co. Ignited LLC

-12- 631184,1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 21 of 28

Innertech - Nashville Jackson Dawson Communications Inc. 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

-13- 631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 22 of 28

Severn Trent Environmental 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. Sontchi, Christopher S.

-14- 63114.1 03120/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 23 of 28

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. tw 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- 631184.] 03/2012014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 24 of 28

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- 631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 25 of 28

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 Ternes 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- 631184.1 03/20121314 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 26 of 28

Vendors (cont'd) Quantum Fuel Systems Worldwide Inc. REP 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.

-1 8- 631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 27 of 28

EXHIBIT 2

631184.1 03/20/2014 Case 13-13087-KG Doc 725-2 Filed 03/20/14 Page 28 of 28

Parties Noted for Disclosure

284 Partners is currently involved in deals in which the following parties are also involved:

1. Eaton Corp. is a client of 284 Partners in a tax-related matter that is unrelated to these chapter 11 cases.

631184.1 03/20/2014 Case 13-13087-KG Doc 725-3 Filed 03/20/14 Page 1 of 6 Exhibit B

Engagement Letter Case 13-13087-KG Doc 725-3 Filed 03/20/14 Page 2 of 6

284 partners VALUATION LITIGATION STRATEGY

March 17, 2014

Sunni P. Beville, Esq. Partner Brown Rudnick LLP One Financial Center Boston, MA 02111

Re: Valuation and Analyses of the Intellectual Property Portfolio of Fisker Automotive Holdings, Inc., et al. (collectively, the "Debtors"), United States Bankruptcy Court — Delaware, Chapter 11, Case No. 13-13087 (KG)

Dear Ms. Beville:

This letter (the "Engagement Letter") confirms the engagement of 284 Partners, LLC ("284 Partners") by Brown Rudnick LLP ("Brown Rudnick") to provide consulting services in connection with its representation of the Official Committee of Unsecured Creditors ("the Client") in the above referenced matter. We understand and agree that our work on this matter will be solely for Brown Rudnick and the Client.

Background

The work that we will perform under this Engagement Letter will be at the request and direction of Brown Rudnick, 284 Partners will treat all aspects of this engagement as privileged and confidential. Further, we recognize that our exclusive clients under this Engagement Letter are the Client and Brown Rudnick, and we will consider all work done with respect to this engagement to be confidential. We will not disclose any information related to this engagement without your consent unless required by law.

I have organized this Engagement Letter into the following sections:

• Services • Fees and Billing • Legal Matters • Conclusion

Services

The purpose of this engagement is to provide financial consulting services related to the valuation and apportionment of said value between foreign and US domestic intellectual property assets ("IP") of Fisker Automotive Holdings, Inc. ("Fisker IP Portfolio). Additionally, I understand that I may be required to be deposed and/or testify in court on the results of our valuation work. More specifically, we may perform the following:

1. Determine the appropriate valuation methods which may be employed; 2. Review documents produced by Fisker and other relevant parties; Case 13-13087-KG Doc 725-3 Filed 03/20/14 Page 3 of 6

284 partners VALUATION LITIGATION STRATEGY

3. Research third-party sources for economic, market and other data relevant to the valuation and apportionment; 4. Conduct interviews of appropriate personnel; 5. Develop financial models and valuation analyses; 6. Prepare expert report(s) and supporting schedules; 7. Discuss the results of our analyses and opinions of value and apportionment with Brown Rudnick; 8. Prepare for and provide deposition testimony, as necessary; and 9. Prepare for and provide trial testimony, as necessary.

Fees

We will submit invoices for work performed by 284 Partners on a monthly basis to Brown Rudnick for review. Such invoices shall be paid in accordance with the procedures established in the Debtors' chapter 11 cases. While Brown Rudnick may from time to time remit payment to 284 Partners, liability for payment thereof remains exclusively with the Debtors with no recourse to either Brown Rudnick or the Client. Further, notwithstanding anything to the contrary in this Engagement Letter, Brown Rudnick and the Client shall have no liability or responsibility whatsoever for the payment of the fees or expenses or for any other obligations to 284 Partners, including any liabilities arising from any indemnification obligations to 284 Partners.

284 Partners will bill for services on an hourly rate basis. Our hourly rates are:

Michael Lasinski $545 Consultants $150 - $425 Support Staff $75 - $150

Reasonable, documented, actual out-of-pocket expenses (e.g., travel, lodging, online research charges, mailings, etc.) will be billed at our cost. Our total out-of-pocket expenses typically do not exceed 15% of professional fees.

Legal Matters

Term and Termination

Unless previously terminated or extended by mutual agreement between 284 Partners and Brown Rudnick, 284 Partners' engagement will terminate upon written notice from Brown Rudnick or upon sending our final statement for services rendered, although the obligations of the parties contained herein regarding disclosure of confidential information, indemnification, and limitation of liability shall remain in effect for three years following the termination of the engagement, and no termination shall relieve the Debtors from their obligations to pay any accrued (but not yet paid) fees owed to 284 Partners. In the event of termination of the engagement, 284 Partners agrees (1) to provide a copy of any and all reports and analyses it has prepared pursuant to the engagement, whether complete or in process and (2) to return any confidential materials or working papers received from the Client or Brown Rudnick. Case 13-13087-KG Doc 725-3 Filed 03/20/14 Page 4 of 6

281 partners VALUATION LITIGATION STRATEGY

Relationship with Other Parties

We have undertaken a limited review of our records to determine 284 Partners' relationships with other persons or entities that may present a potential conflict of interest. No potential conflicts were uncovered. We will notify you immediately if any additional relationships come to our attention and we will work with you in attempting to resolve the conflict. However, clients engage 284 Partners every day and we may be asked to provide services to other clients (regarding other matters) that may be in competition with you or whose interests may conflict with your own. 284 Partners will not be prevented or restricted from assisting these clients by virtue of our relationship with you under this engagement.

Attorney Work Product

We understand that our work will be done at the direction of Brown Rudnick to assist Brown Rudnick in rendering legal advice for the benefit of the Client, and that work performed by us as part of this engagement is intended by Brown Rudnick to constitute attorney work product, which we will not disclose to any other third party (other than Brown Rudnick, the Client and their respective attorneys and advisors) except when requested by Brown Rudnick or the Client in accordance with the terms hereof. Any report, analysis, or other product prepared by us shall be the sole property of Brown Rudnick; however, we may include in each such product limitations or disclaimers as to the use or reliance on such product by any third parties except as otherwise agreed herein; provided, further, however, we shall be permitted to maintain copies of any such products for our files related to this engagement. If access to any of the materials in our possession relating to this engagement is sought by a third party, we will promptly notify you of such action, tender to you our defense responding to such request and cooperate with you concerning our response thereto.

Limitation of Liability

In no event will 284 Partners be liable for incidental or consequential damages, even if we have been advised of the possibility of such damages, except where such damages result from the gross negligence, bad faith, fraud or willful misconduct of 284 Partners or its officers, directors or employees.

Governing Law

Any disagreement or controversy arising out of or relating to this agreement, including but not limited to any dispute concerning 284 Partners' fees or expenses, shall be submitted for binding resolution through the United States Bankruptcy Court, District of Delaware or other court of competent jurisdiction in the State of Delaware. The parties consent to the jurisdiction of any federal and state court in the State of Delaware for the enforcement of any arbitration award rendered hereunder.

The interpretation and application of the terms of this engagement shall be governed and construed in accordance with the laws of Delaware, excluding (to the greatest extent a court of such state would permit) any rule of law that would cause application of the laws of any jurisdiction other than the law of the state so specified. Case 13-13087-KG Doc 725-3 Filed 03/20/14 Page 5 of 6

284- partners. VALUATION LITIGATION j STRATEGY

This Engagement Letter constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the patties, whether written or oral, with respect to the subject matter hereof. This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Any modification or supplement to this Engagement Letter is ineffective and unenforceable unless made by a vvriting duly signed by 284 Partners and agreed upon by you in writing.

Conclusion If this Engagement Letter is acceptable to you, please sign below and return one copy to 284 Partners. We look forward to working with you on this engagement.

Sincerely, J.

Michael Lasinski • CEO and Managing Director

The engagement as set forth in this Engagement Letter is accepted and authorized.

Brown Rudnick LLP (.2 Sunni 1), _Seville

3/0//ci Date

The engagement as set forth in this Engagement Letter is accepted and authorized.

Chair of The Official Committee of Unsecured Creditors — Esker Karma AutomotiVe Holdings, Inc.

Lowell Severson

Date

61619658 v2-WorkSitoUS-031440/0004 Case 13-13087-KG Doc 725-3 Filed 03/20/14 Page 6 of 6

281 partners VALUATION LITIGATION STRATEGY

This Engagement Letter constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties, whether written or oral, with respect to the subject matter hereof. This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Any modification or supplement to this Engagement Letter is ineffective and unenforceable unless made by a writing duly signed by 284 Partners and agreed upon by you in writing.

Conclusion

If this Engagement Letter is acceptable to you, please sign below and return one copy to 284 Partners. We look forward to working with you on this engagement

Sincerely,

Michael Lasinski CEO and Managing Director

The engagement as set forth in this Engagement Letter is accepted and authorized.

Brown Rudnick LLP

Sunni P. Beville

Date

The engagement as set forth in this Engagement Letter is accepted and authorized.

Chair of The Official Committee of Unsecured Creditors — Fisker Karma Automotive Holdings, Inc.

well Severson 7.zo /zo Iv Date

61619658 v2-WorkSiteUS-0314410/0004 Case 13-13087-KG Doc 725-4 Filed 03/20/14 Page 1 of 3

Exhibit C

Proposed Order Case 13-13087-KG Doc 725-4 Filed 03/20/14 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.,' ) Case No. 13-13087 (KG)

Debtors. ) Jointly Administered ) Re: Docket No.

ORDER PURSUANT TO 11 U.S.C. §§ 328(a) AND 1103 AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF 284 PARTNERS, LLC AS INTELLECTUAL PROPERTY VALUATION EXPERT FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNCTO MARCH 17, 2014

Upon consideration of the application (the "Application") of the Official Committee of

Unsecured Creditors (the "Committee") appointed in the chapter 11 case of Fisker Automotive

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

captioned chapter 11 cases (together, the "Debtors") for authorization to retain 284 Partners,

LLC ("284 Partners") as intellectual property valuation expert for the Committee, nunc pro tunc

to March 17, 2014; and upon consideration of the declaration of Michael J. Lasinski in support

thereof (the "Lasinski Declaration"); and the Court being satisfied that 284 Partners consists of

professionals who are qualified to serve as intellectual property valuation experts to the

Committee in these chapter 11 cases, and that 284 Partners does not hold or represent any

interest adverse to the estates of the Debtors in the matters for which it is to be employed; and

notice of the Application being sufficient; and good cause appearing therefor; it is hereby

ORDERED as follows:

1. The Application is GRANTED.

631184.1 03/20/2014 Case 13-13087-KG Doc 725-4 Filed 03/20/14 Page 3 of 3

2. Pursuant to sections 328(a) and 1103 of title 11 of the United States Code,

11 U.S.C. §§ 101 et seg. (the "Bankruptcy Code"), Rule 2014 of the Federal Rules of

Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2014-1 of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the "Local Rules"), the Committee is authorized and empowered to employ and retain

284 Partners, LLC to serve as its intellectual property valuation expert in the above-styled chapter 11 cases upon the terms and conditions set forth in the Engagement Letter, as modified by the terms of this Order, nunc pro tunc to March 17, 2014.

3. The terms of 284 Partners' employment are approved pursuant to section

328(a) of the Bankruptcy Code and not subject to any other standard of review under section 330 of the Bankruptcy Code.

4. The Committee is authorized to employ and retain, and the Debtors are

authorized to compensate and reimburse, 284 Partners pursuant to the terms of the Engagement

Letter.

5, 284 Partners shall be compensated in accordance with the procedures set

forth in the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, Local Rules,

this Order and any applicable orders of this Court.

6. The Court retains jurisdiction with respect to all matters arising from or

related to the implementation of this Order.

Dated: April , 2014

The Honorable Kevin Gross Chief United States Bankruptcy Judge

-2- 631184,1 03/20/2014

Case 13-13087-KG Doc 725-5 Filed 03/20/14 Page 1 of 6

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)

Debtors. ) Jointly Administered

CERTIFICATE OF SERVICE

I, Mark Minuti, hereby certify that on March 20, 2014, I caused a copy of the foregoing

Application for an Order Pursuant to 11 U.S.C. §§ 328(a) and 1103 Authorizing and

Approving the Employment and Retention of 284 Partners, LLC as Intellectual Property

Valuation Expert for the Official Committee of Unsecured Creditors Nunc Pro Tunc to

March 17, 2014 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 (302) 421-6840 Dated: March 20, 2014

631184,1 03/20/2014 Case 13-13087-KG Doc 725-5 Filed 03/20/14 Page 2 of 6

FISICER AUTOMOTIVE HOLDINGS, INC., et al. Service List

Laura Davis Jones, Esquire Mary F. Caloway, Esquire James E. O'Neill, Esquire Buchanan Ingersoll & Rooney PC Peter J. Keane, Esquire 1105 North Market Street, Suite 1900 Pachulski Stang Ziehl & Jones Wilmington, DE 19801 919 North Market Street, 17th Floor P.O. Box 8705 Frederick Rosner, Esquire Wilmington, DE 19899-8705 Julia Klein, Esquire The Rosner Law Group, LLC Mark Kenney, Esquire 824 N. Market Street, Suite 810 Office of the United States Trustee Wilmington, DE 19801 J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Kevin G. Collins, Esquire Wilmington, DE 19801 Barnes & Thornburg LLP 1000 N. West Street, Suite 1500 Richard A. Barkasy, Esquire Wilmington, DE 19801-1058 Schnader Harrison Segal & Lewis LLP 824 N. Market Street, Suite 800 Theresa V. Brown-Edwards, Esquire Wilmington, DE 19801 Darby I Brown—Edwards LLC TM, Pei Building Fred W. Hoensch, Esquire 1105 N. Market Street, Suite 1600 Schnader Harrison Segal & Lewis LLP Wilmington, DE 19801 824 N. Market Street, Suite 800 Wilmington, DE 19801 Michael R. Lastowski, Esquire Sommer L. Ross, Esquire Robert S. Brady, Esquire Janet P. Hitch ings, Esquire Edmon L. Morton, Esquire Duane Morris LLP Kenneth J. Enos, Esquire 222 Delaware Avenue, Suite 1600 Young Conaway Stargatt & Taylor LLP Wilmington, DE 19801-1659 1000 N. King Street Wilmington, DE 19801 Etta R. Mayers, Esquire Potter Anderson & Corroon LLP Stanley B. Tarr, Esquire Hercules Plaza, 6th Floor Blank Rome LLP 1313 N. Market Street 1201 Market Street, Suite 800 P.O. Box 951 Wilmington, DE 19081 Wilmington, DE 19801

Ricardo Palacio, Esquire Marcos A. Ramos, Esquire Aaron H. Stulman, Esquire Tyler D. Semmelman, Esquire Ashby & Geddes, P.A. Richards, Layton & Finger, P.A. 500 Delaware Avenue, 8th Floor One Rodney Square P.O. Box 1150 920 N. King Street Wilmington, DE 19899-1150 Wilmington, DE 19801

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Seth A. Niederman, Esquire Tobias S. Keller, Esquire L. John Bird, Esquire Peter Benvenutti, Esquire Fox Rothschild LLP Keller & Benvenutti LLP 919 N. Market Street, Suite 1300 One Montgomery Tower, Suite 2200 P.O. Box 2323 San Francisco, CA 94101 Wilmington, DE 19899-2323 Susheel Kirpalani, Esquire Rachel B. Merslcy, Esquire James C. Tecce, Esquire Monzack Mersky McLaughlin and Matthew Scheck, Esquire Browder, P.A. William Pugh, Esquire 1201 N. Orange Street, Suite 400 Quinn Emanuel Urquhart & Sullivan LLP Wilmington, DE 19801 51 Madison Avenue, 22nd Floor New York, NY 10010 Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, PA Bojan Guzina, Esquire 919 Market Street, Suite 1401 Andrew F. O'Neill, Esquire Citizens Bank Center Sidley Austin LLP P.O. Box 1070 One South Dearborn Street Wilmington, DE 19899 Chicago, IL 60603

Kerni K. Mumford, Esquire Marc M. Bakst, Esquire Kimberly A. Brown, Esquire Bodman LLP Landis Rath & Cobb LLP 6th Floor at Ford Field 919 Market Street, Suite 1800 1901 St. Antoine Street Wilmington, DE 19801 Detroit, MI 48226

Jamie L. Edmonson, Esquire Donald K. Ludman, Esquire Venable LLP Brown & Connery, LLP 1201 N. Market Street, Suite 1400 6 North Broad Street, Suite 100 Wilmington, DE 19801 Woodbury, NY 08096

Jami B. Nimeroff, Esquire Peter A. Clark, Esquire Brown Wynn McGarry Nimeroff LLC Timothy S. McFadden, Esquire 901 N. Market Street, Suite 1300 Barnes & Thornburg LLP Wilmington, DE 19801 1 North Wacker Drive, Suite 4400 Chicago, IL 60606 Ellen W. Slights, Esquire United States Attorney's Office Joseph R. Sgroi, Esquire District of Delaware Honigman Miller Schwartz and 1007 N. Orange Street, Suite 700 Cohn LLP P.O. Box 2046 660 Woodward Avenue Wilmington, DE 19899-2046 2290 First National Building Detroit, MI 48226 James H.M. Sprayregen, P.C. Anup Sathy, P.C. Robert M. Riley, Esquire Ryan Preston Dahl, Esquire Honigman Miller Schwartz and Kirkland & Ellis LLP Cohn LLP 300 North LaSalle 660 Woodward Avenue Chicago, IL 60654 2290 First National Building Detroit, MI 48226

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Sheryl L. Toby, Esquire Linda Boyle, Esquire Dykema Gossett PLLC tw telecom inc. 39577 Woodward Avenue, Suite 300 10475 Park Meadows Drive, #400 Bloomfield Hills, MI 48304 Littleton, CO 80124

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 Ira M. Levee, Esquire Plunkett Cooney, P.C. Michael S. Etkin, Esquire 38505 Woodward Avenue, Suite 2000 Lowenstein Sandler LLP Bloomfield Hills, MI 48304 65 Livingston Avenue Roseland, NJ 07068 Fred Neufeld, Esquire Stradling Yocca Carlson & Rauth, P.C. Ira M. Levee, Esquire 100 Wilshire Blvd., 4th Floor Lowenstein Sandler LLP Santa Monica, CA 90401 65 Livingston Avenue Roseland, NJ 07068 Lisa S. Gretchko, Esquire Howard & Howard Kurt B. Olsen, Esquire 450 West Fourth Street Klafter Olsen & Lesser LLP Royal Oak, MI 48067 1250 Connecticut Avenue, N.W. Suite 200 James Stewart, Esquire Washington, DC 20036 Peter Gojcaj, Esquire Kotz Sangster Wysocki P.C. Todd S. Collins, Esquire 400 Renaissance Center, Suite 3400 Douglas M. Risen, Esquire Detroit, MI 48243 Berger & Montague, PC 1622 Locust Street Stanley H. McGuffin, Esquire Philadelphia, PA 19103 Haynsworth Sinkler Boyd, P.A. Post Office Box 11889 Daniel W. Linna, Jr., Esquire Columbia, SC 29211 Honigman Miller Schwartz and Cohn LLP 2290 First National Building Thomas M. Gaa, Esquire 660 Woodward Avenue Bialson, Bergen & Schwab, P.C. Detroit, MI 48226-3506 2600 El Camino Real, Suite 300 Palo Alto, CA 94306 Andrew J. Currie, Esquire Kendall A. Camuti, Esquire Jack A. Raisner, Esquire Venable LLP Rene S. Roupinian, Esquire 750 East Pratt Street, Suite 900 Outten & Golden LLP Baltimore, MD 21202 3 Park Avenue, 29th Floor New York, NY 10016 Thomas P. Sarb, Esquire Miller Johnson 250 Monroe Avenue NW, Suite 800 P.O. Box 306 Grand Rapids, MI 49501-0306

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Robert D. Wolford, Esquire My Chi To, Esquire Miller Johnson Mark D. Wasco, Esquire 250 Monroe Avenue NW, Suite 800 Debevoise & Plimpton LLP P.O. Box 306 919 Third Avenue Grand Rapids, MI 49501-0306 New York, NY 10022

Anne E. Oliver, Esquire Silicon Valley Bank Trial Attorney, Tax Division Attn: Mr. Robert Anderson United States Department of Justice 38 Technology Drive, Suite 150 Post Office Box 227 Irvine, CA 92618 Ben Franklin Station Washington, DC 20044 Midland Loan Services, Inc. Attn: General Counsel Brian G. Rich, Esquire 10851 Mastin, Suite 700 Berger Singennan LLP Overland Park, KS 66210 125 South Gadsden Street, Suite 300 Tallahassee, FL 32301 PNC (d/b/a Midland Loan Services, Inc.) Attn: President Paul J. Laurin, Esquire 10851 Mastin, Suite 700 Barnes & Thornburg LLP Overland Park, KS 66210 2029 Century Park East, Suite 300 Los Angeles, CA 90067 PNC (d/b/a Midland) c/o Corporation Service Company Stacy L. Foster, Esquire 2711 Centerville Road, Suite 400 Barnes & Thornburg LLP Wilmington, DE 19899 2029 Century Park East, Suite 300 Los Angeles, CA 90067 Internal Revenue Service P.O. Box 7346 Laurie Rau, Esquire Philadelphia, PA 19101-7346 Chavos and Rau, a PLC 3 MacArthur Place, Suite 150 Internal Revenue Service Santa Ana, CA 92707 2970 Market Street Mail Stop 5-Q30.133 Stuart J. Glick, Esquire Philadelphia, PA 19104-5016 Jennifer A. Christian, Esquire Thompson & Knight LLP United States Department of Energy 900 Third Avenue, 20th Floor Attn: Director New York, NY 10022 Advanced Technology Vehicles Manufacturing CF-1.4 Samuel C. Wisotzkey, Esquire 1000 Independence Avenue, SW Kohner, Mann & Kailas, S.C. Washington, DC 20585 Washington Building Barnabas Business Center United States Department of Energy 4650 North Port Washington Road Office of the General Counsel Milwaukee, WI 53212-1059 GC-1 1000 Independence Avenue, SW Tennessee Department of Revenue Washington, DC 20585 eo TN Attorney General's Office Bankruptcy Division PO Box 20207 Nashville, TN 37202-0207

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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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