Case 2:16-bk BB Doc 853 Filed 09/18/17 Entered 09/18/17 13:04:31 Desc Main Document Page 1 of 6

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1 Main Document Page 1 of Lawrence M. Schwab (Cal. Bar No Thomas M. Gaa (Cal. Bar. No Gaye N. Heck (Cal. Bar No BIALSON, BERGEN & SCHWAB A Professional Corporation 633 Menlo Avenue, Suite 100 Menlo Park, California Telephone: 650/ Facsimile: 650/ tgaa@bbslaw.com gheck@bbslaw.com James C. Vandermark, Esq. (NY Bar No WHITE AND WILLIAMS LLP 7 Times Square, Suite 2900 New York, New York Telephone: ( vandermarkj@whiteandwilliams.com Attorneys for Google Inc. NG DIP INC. (f/k/a Nasty Gal Inc., a California Corporation UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA Debtor and Debtor in Possession. Case No. 2:16-bk BB Chapter 11 GOOGLE INC. S MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO SECTION 503(B OF THE BANKRUPTCY CODE [No hearing requested-lbr9013-1(o] Google Inc. ( Google, by and through the undersigned counsel, files this Motion for Allowance of Administrative Expense Claim Pursuant to Section 503(b of the Bankruptcy Code (the Motion : // Jurisdiction 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157, This is a core proceeding pursuant to 28 U.S.C. 157(b(2(A-(B and (O.

2 Main Document Page 2 of Background 3. On November 9, 2016, (the Petition Date, Nasty Gal, Inc. (the Debtor filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. 101 et seq., as amended (the Bankruptcy Code. 5. During the course of the Debtor s Chapter 11 bankruptcy proceedings, Google provided advertising services under its AdWords program to and for the benefit of Debtor s estate. Google's AdWords program is an online advertising program that, among other things, allows advertisers (here, Debtor to reach potential customers as they search for designated words and phrases (i.e., keywords or browse websites. 6. Debtor failed to pay for Google's post-petition advertising services in the total amount of $33, as shown on the invoice (the Google Invoice sent to Debtor and identifiable as follows: Invoice Number Invoice Date Invoice Amount Post-Petition Amount /28/2017 $33, $33, TOTAL $33, Relief Requested 7. Google requests that this Honorable Court grant Google an allowed administrative expense in the amount of $33, and order Debtor to pay such administrative expense pursuant to Section 503(b(1(A of the Bankruptcy Code. 8. Section 503(b(1(A of the Bankruptcy Code provides that: 11 U.S.C. 503(b(1(A. After notice and a hearing, there shall be allowed, administrative expenses, other than claims allowed under section 502(f of this title, including (1(A the actual, necessary costs and expenses of preserving the estate Google is entitled to an allowed administrative expense for the actual cost and value of the services that it provided to Debtor post-petition. As evidenced by the Google Invoice,

3 Main Document Page 3 of $33, is the actual cost incurred by Debtor. Google's advertising services were needed to continue and maintain Debtor s business during the Chapter 11 proceedings and were necessary to preserve Debtor's estate. WHEREFORE, creditor Google Inc. respectfully requests that the Court enter an order in granting Google an allowed administrative expense in the amount of $33,610.73, ordering Debtor to pay such administrative expense pursuant to Section 503(b(1(A within seven (7 days after entry of an order allowing the administrative expense claim, without prejudice to Google s right to request payment from the Debtor upon further application to this Court, and granting such additional relief as this Court deems just and proper. Dated: September 15, 2017 Respectfully submitted BIALSON, BERGEN & SCHWAB, A Professional Corporation By: /s/ Thomas M. Gaa Thomas M. Gaa (Cal. Bar. No Attorneys for Google, Inc

4 Main Document Page 4 of 6 EXHIBIT A

5 Main Document Page 5 of 6 Invoice Google Inc 1600 Amphitheatre Pkwy Mountain View, CA United States Federal Tax ID: Page 1 of 2 Bill to Farah Saberi Nasty Gal Inc. 523 West 6th Street, Suite 330 Los Angeles, CA United States Details Invoice number: Due date: Mar 30, 2017 Issue date: Feb 28, 2017 Payment terms: Net 30 Billing ID: Billing Account Number: Google AdWords Feb 1, Feb 27, 2017 Account ID: Order name: Nasty Gal Inc. Description Quantity Units Amount ($ Branded - US Clicks 29, Branded - INTL AU 9540 Clicks Branded - INTL CA Clicks Branded - INTL FR 385 Clicks Branded - INTL ES 337 Clicks Branded - INTL UK Clicks 1, Branded - INTL MX 564 Clicks Branded - INTL SG 992 Clicks Branded - INTL DE 465 Clicks Branded - INTL IT 286 Clicks Branded - INTL NZ 1816 Clicks Branded - INTL HK 466 Clicks Branded - INTL IE 1794 Clicks Branded - INTL CH 193 Clicks 9.70 Branded - INTL NL 274 Clicks Branded - INTL SE 221 Clicks 9.08 Branded - INTL PL 99 Clicks 3.49 Branded - INTL NO 93 Clicks 3.17 Branded - INTL JP 208 Clicks Branded - INTL BR 242 Clicks 6.09 Invalid activity Bill to: Nasty Gal Inc. Billing ID: Invoice number: Amount due in USD: $33, Due date: Mar 30, 2017 To ensure we correctly match your payment, always reference invoice numbers when making your payment. If paying for multiple invoices, send an to collections-us@google.com with your company name and total payment amount in the subject line and list the invoice numbers & respective amounts in the . Please send your payments only to the bank account listed below on this official Google invoice. To pay by wire transfer, send to: Account holder name: Google Inc. Bank: Wells Fargo Bank, Palo Alto, CA ABA #: Account #: To pay by check, mail to: Google Inc. Dept P.O. Box San Francisco, CA USA For questions about this invoice please collections-us@google.com

6 Page 2 of 2 Main Document Page 6 of 6 Invoice number: Invoice Google AdWords Feb 1, Feb 27, 2017 Account ID: Order name: Nasty Gal Inc. Description Quantity Units Amount ($ Invalid activity Invalid activity Invalid activity Subtotal in USD: 33, Sales tax (0%: 0.00 Amount due in USD: 33, For questions about this invoice please collections-us@google.com