UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -----------------------------------------------------x In re : : THELEN LLP, : : Debtor.

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Chapter 7 Case No. 09-15631 (ALG)

ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF DICONZA TRAURIG MAGALIFF LLP AS SPECIAL LITIGATION COUNSEL TO CHAPTER 7 TRUSTEE Upon the application, dated July 20, 2011 (the Application), of Yann Geron (the Trustee), as chapter 7 trustee of the estate of Thelen LLP (the Debtor), the abovecaptioned debtor, for an order, pursuant to 11 U.S.C. 327(a) and 328, authorizing the retention of DiConza Traurig Magaliff LLP (the DTM Firm) as the Trustees special litigation counsel herein on a contingency fee basis; and upon the declaration of Howard P. Magaliff, Esq., a partner at the DTM Firm, in support thereof (the Magaliff Declaration); and it appearing that the DTM Firm represents no interest adverse to the Trustee, the Debtor, its estate or creditors with respect to the matter for which the DTM Firm is to be engaged, that the DTM Firm is a disinterested person as that term is defined in 11 U.S.C. 101(14), and that its employment is necessary and in the best interests of the estate; and for good and sufficient cause; it is hereby ORDERED, that pursuant to 11 U.S.C. 327(a) and 328, and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, the Trustee be and he hereby is authorized and empowered to employ and retain the DTM Firm as his special litigation counsel herein on a contingency fee basis on the terms and conditions set forth in the Application, the Magaliff Declaration and the retention proposal annexed as Exhibit B to the Application; and it is further

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ORDERED, that all compensation and reimbursement of expenses to be paid to the DTM Firm shall be subject to prior application to, and award by, this Court, pursuant to 11 U.S.C. 330 and 331, the Federal and Local Bankruptcy Rules, and the Guidelines promulgated by the Office of the United States Trustee; and it is further ORDERED, that subject to the right of the United States Trustee to object to the DTM Firms fees under the standards of section 330(a)(3) of the Bankruptcy Code and the Courts inherent power, the DTM Firms compensation may be allowed in amounts different than the applicable Contingency Fee at the conclusion of the DTM Firms employment only if such fee proves to have been improvident in light of developments not capable of being anticipated at the time of the DTM Firms retention; and it is further ORDERED, that to the extent the Application and/or Engagement Letter is inconsistent with this Order, the terms of this Order shall govern. Dated: New York, New York August 15, 2011 /s/ Allan L. Gropper Honorable Allan L. Gropper United States Bankruptcy Judge NO OBJECTION: Dated: New York, New York August 12, 2011 TRACY HOPE DAVIS UNITED STATES TRUSTEE By: /s/ Susan D. Golden Susan D. Golden Trial Attorney

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