Case KG Doc 722 Filed 08/15/18 Page 1 of 15

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1 Case KG Doc 722 Filed 08/15/18 Page 1 of 15 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 VER TECHNOLOGIES HOLDCO LLC, et al., 1 Case No (KG Debtors. (Jointly Administered SECOND MONTHLY FEE STATEMENT OF BLAKE, CASSELS & GRAYDON LLP FOR ALLOWANCE OF AN ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FROM MAY 1, 2018 THROUGH MAY 25, 2018 Name of Applicant Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable, and necessary: Amount of Expense Reimbursement sought as actual, reasonable, and necessary: Blake, Cassels & Graydon LLP VER Technologies Holdco LLC, et al. Debtors and Debtors-in-Possession Retention Order Entered on June 14, 2018 (Effective as of April 12, 2018 May 1, 2018 to May 25, 2018 $29, (80%: $23, $2, This is a X monthly interim final application. This is the second monthly fee statement filed in this case. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: VER Technologies HoldCo LLC (7239; VER Technologies MidCo LLC (7482; VER Technologies LLC (7501; Full Throttle Films, LLC (0487; FAAST Leasing California, LLC (7857; Revolution Display, LLC (6711; VER Finco, LLC (5625; CPV Europe Investments LLC (2533; and Maxwell Bay Holdings LLC (3433. The location of the Debtors service address is: 757 West California Avenue, Building 4, Glendale, California

2 Case KG Doc 722 Filed 08/15/18 Page 2 of 15 Name SUMMARY OF TIME AND COMPENSATION (May 1, 2018 to May 25, 2018 Position, expertise, etc. Bastien, Gabriel Associate (Montreal Financial Services (Year of Call: 2012 Chan, Catherine Search Clerk (Vancouver Financial Services Hancock, Jennifer Associate (Toronto Financial Services (Year of Call: 2013 Komis, Lori Law Clerk (Toronto Financial Services Rate (CAD Total Billed Hours Total Compensation (CAD 1 $ $4, $ $ $ $4, $ $4, Ladha, Taher Student (Toronto $ $2, Laramée, Yanka Law Clerk (Toronto Financial $ $ Services Levine, Alexis Partner (Toronto Financial $ $2, Services Ruddick, Jennifer Associate (Toronto Financial $ $16, Services Sair, Alex Law Clerk (Toronto Intellectual $ $ Property Walton, Dori Trade-mark Agent (Toronto Intellectual Property $ $ Totals: 71.2 $36, Blended Rate: $ Matter No. COMPENSATION BY PROJECT CATEGORY Description Total Hours Billed Total Fees Requested (CAD 1 DIP Credit Facility 71.2 $36, Blakes Retention Application Fee Applications Total: 71.2 $36, As more fully explained herein, Canadian dollars are converted into US dollars by dividing the amount by the rate of

3 Case KG Doc 722 Filed 08/15/18 Page 3 of 15 EXPENSE SUMMARY Description Amount (CAD Duplicating (@ $0.10 per page $20.25 Electronic Summaries $1, Government Fees $1, Image Copy of NOI Online $ On-Line Service Fee $27.00 OnCorp PPSA (certified $85.50 OnCorp PPSA (electronic $ PPSA Registration $ PPSA EP $ Registration $ Search Fees $ Total: $3,

4 Case KG Doc 722 Filed 08/15/18 Page 4 of 15 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 VER TECHNOLOGIES HOLDCO LLC, et al., 1 Case No (KG Debtors. (Jointly Administered SECOND MONTHLY FEE STATEMENT OF BLAKE, CASSELS & GRAYDON LLP FOR ALLOWANCE OF AN ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FROM MAY 1, 2018 THROUGH MAY 25, 2018 Pursuant to sections 327, 330, and 331 of chapter 11 of title 11 of the United States Code, (the Bankruptcy Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, the Order Authorizing the Retention and Employment of Blake, Cassels & Graydon LLP as Canadian Counsel to the Debtors and Debtors in Possession Effective Nunc Pro Tunc to April 12, 2018,, dated June 14, 2018 [Docket No. 458] (the Retention Order, the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals, dated May 4, 2018 [Docket No. 229] (the Interim Compensation Order, and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules, the law firm of Blake, Cassels & Graydon LLP ( Blakes, Canadian counsel for the above-captioned debtors and debtors in possession (collectively, the Debtors, hereby submits this monthly fee statement (this Monthly Fee Statement for: (i interim allowance of compensation in the amount of USD $29, for the reasonable and necessary legal services rendered by Blakes to the Debtors from May 1, 2018 through to May 25, The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: VER Technologies HoldCo LLC (7239; VER Technologies MidCo LLC (7482; VER Technologies LLC (7501; Full Throttle Films, LLC (0487; FAAST Leasing California, LLC (7857; Revolution Display, LLC (6711; VER Finco, LLC (5625; CPV Europe Investments LLC (2533; and Maxwell Bay Holdings LLC (3433. The location of the Debtors service address is: 757 West California Avenue, Building 4, Glendale, California

5 Case KG Doc 722 Filed 08/15/18 Page 5 of 15 (the Fee Period ; and (ii reimbursement of the actual and necessary expenses that Blakes incurred, in the amount of USD $2,889.69, during the Fee Period. In support of this Monthly Fee Statement, full and detailed statements describing the professional services rendered by each of Blakes partners, associates and paraprofessionals during the Fee Period are attached as Exhibit A. As reflected in Exhibit A, Blakes incurred CAD $36, in fees during the Fee Period. Blakes submits that the professional services rendered on behalf of the Debtors were reasonable and necessary. As reflected in Exhibit A, Blakes also expended costs on behalf of the Debtors in the amount of CAD $3, during the Fee Period. In accordance with Local Bankruptcy Rule (e(iii, the in-house photocopying expenses are based on a cost of $0.10 per page. Exhibit A also included our estimate of CAD $10,000 as an estimate at that time of the fees through to closing. Future fee statements will set out the actual amounts for services rendered and Blakes is not seeking approval of this CAD $10,000 amount at this time. All amounts in the detailed statements are in Canadian dollar denominations, but a U.S. dollar equivalent was provided on the date that the monthly statement was rendered. Canadian dollars are converted into US dollars by dividing the amount by the rate of Although every effort has been made to include all fees and expenses incurred in the fee period, some fees and expenses might not be included in this monthly fee statement due to delays caused by accounting and processing during the fee period. Blakes reserves the right to make further application to this court for allowance of such fees and expenses not included herein. [Remainder of page intentionally left blank.]

6 Case KG Doc 722 Filed 08/15/18 Page 6 of 15 WHEREFORE, Blakes requests allowance of its fees and expenses incurred during the Fee Period in the total amount of USD $26,163.71, consisting of (a USD $23,274.02, which is 80% of the fees incurred by the Debtors for reasonable and necessary professional services rendered by Blakes; and (b USD $2, for actual and necessary costs and expenses, and that such fees and expenses be paid as administrative expenses of the Debtors' estates. Toronto, Ontario Dated: August 15, 2018 (LSUC #51073P AKE, SELS & GRAYDON LLP 9 Bay Stre uite 4000, Commerce Court West Toronto, Ontario M5L 1A9 Telephone: Facsimile: Canadian Counsel to the Debtors

7 Case KG Doc 722 Filed 08/15/18 Page 7 of 15 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 VER TECHNOLOGIES HOLDCO LLC, et al., 1 Case No (KG Debtors. (Jointly Administered VERIFICATION OF ALEXIS LEVINE 1. I am a partner in the law firm of Blake, Cassels & Graydon LLP, located at 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 ( Blakes. I am one of the lead attorneys from Blakes working on the above-captioned chapter 11 cases. I am a member in good standing of the bar of the Province of Ontario. There are no disciplinary proceedings pending against me. 2. I have personally performed many of the legal services rendered by Blakes as Canadian counsel to the Debtors and am familiar with all other work performed on behalf of the Debtors by the lawyers and other persons at Blakes. 3. The facts set forth in the foregoing monthly fee statement are true and correct to the best of my knowledge, information, and belief. 4. I have reviewed Rule of the Local Rules of Bankruptcy Practice and Procedures of the United States Bankruptcy Court for the District of Delaware and believe that the Monthly Fee Statement of Blakes substantially complies with Rule The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: VER Technologies HoldCo LLC (7239; VER Technologies MidCo LLC (7482; VER Technologies LLC (7501; Full Throttle Films, LLC (0487; FAAST Leasing California, LLC (7857; Revolution Display, LLC (6711; VER Finco, LLC (5625; CPV Europe Investments LLC (2533; and Maxwell Bay Holdings LLC (3433. The location of the Debtors service address is: 757 West California Avenue, Building 4, Glendale, California

8 Case KG Doc 722 Filed 08/15/18 Page 8 of Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Resp tfully submitted, vine Blake, Cassels & Graydon LLP _ 2

9 Case KG Doc 722 Filed 08/15/18 Page 9 of 15 EXHIBIT A Detailed Statements of Fees and Expenses

10 Case KG Doc 722 Filed 08/15/18 Page 10 of 15

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12 Case KG Doc 722 Filed 08/15/18 Page 12 of 15 (0.2 (1.2 (0.4 (0.5 (1.7 (0.3 (0.8 (0.4 (0.3 (0.8 (0.5 (0.3 (0.5 (1.4 (0.4 (0.2 (0.3 (0.5

13 Case KG Doc 722 Filed 08/15/18 Page 13 of 15 (0.5 (2.7 (0.2 (0.5 (1.6 (0.5 (1.2 (0.3 (0.3 (0.5 (0.2 (0.5 (0.2 (0.6 (0.3 (0.7 (0.6 (3.3 (0.2 (0.3 (0.1 (0.2

14 Case KG Doc 722 Filed 08/15/18 Page 14 of 15 (0.3 (0.1 (0.3 (0.2 (0.2 (0.3 (0.1 (0.1 (0.2 (0.1 (0.1 (0.2 (0.2

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16 Case KG Doc Filed 08/15/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 VER TECHNOLOGIES HOLDCO LLC, et al., 1 Case No (KG Debtors. (Jointly Administered Obj. Deadline: September 5, 2018 at 4:00 p.m. NOTICE OF APPLICATION PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (the Debtors filed the Second Monthly Fee Statement of Blake, Cassels & Graydon LLP for Allowance of an Administrative Claim for Compensation and Reimbursement of Expenses Incurred from May 1, 2018 through May 25, 2018 (the Application with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware (the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that the Application is submitted pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 229] (the Administrative Order. PLEASE TAKE FURTHER NOTICE that any objection or response to the Application must be made in writing and be filed with the Bankruptcy Court, on or before September 5, 2018 at 4:00 p.m. prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon the following: (i the Debtors, VER Technologies HoldCo, LLC, 757 W. California Ave., Bldg. 4, Glendale, California 91203, Attn: Mick Gavin, and 909 Third Avenue, 30th Floor, New York, New York 10022, Attn: Lawrence Young; (ii counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Joshua A. Sussberg, P.C. and Cristine Pirro and Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, Attn: Ryan Blaine Bennett and Jamie R. Netznik; (iii cocounsel to the Debtors, Klehr Harrison Harvey Branzburg LLP, 919 North Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Domenic E. Pacitti, and Klehr Harrison Harvey Branzburg LLP, 1835 Market Street, Suite 1400, Philadelphia, Pennsylvania 19103, Attn: 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: VER Technologies HoldCo LLC (7239; VER Technologies MidCo LLC (7482; VER Technologies LLC (7501; Full Throttle Films, LLC (0487; FAAST Leasing California, LLC (7857; Revolution Display, LLC (6711; VER Finco, LLC (5625; CPV Europe Investments LLC (2533; and Maxwell Bay Holdings LLC (3433. The location of the Debtors service address is: 757 West California Avenue, Building 4, Glendale, California PHIL v.1

17 Case KG Doc Filed 08/15/18 Page 2 of 3 Morton Branzburg; (iv counsel to certain of the lenders under the Debtors debtor-in-possession term loan facility, Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MA, , Attn: Andrew Gallo and Christopher L. Carter; (v counsel to the agent under the Debtors debtor-in-possession term loan facility, Alston & Bird LLP, Bank of America Plaza, 101 South Tryon Street, Suite 4000, Charlotte, North Carolina , Attn: Jason J. Solomon; (vi counsel to the agent under the Debtors prepetition asset-based lending facility and debtor-inpossession asset-based financing facility, Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036, Attn: Shana A. Elberg, and Skadden, Arps, Slate, Meagher & Flom LLP, 155 N. Wacker Drive, Chicago, Illinois 60606, Attn: Christopher M. Dressel; (vii counsel to the lender under the Debtors 12.0% subordinated notes, King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, Attn: Jeffrey Pawlitz; (viii counsel to the indenture trustee for the New FTF Inc. Note, Robins Kaplan LLP, 2049 Century Park East, Suite 3400, Los Angeles, California 90067, Attn: Howard J. Weg and Michael T. Delaney; (ix counsel to PRG, Morrison Cohen LLP, 909 Third Avenue, New York, New York 10022, Attn: Joseph T. Moldovan and Robert K. Dakis; (x counsel to the Creditors Committee and any other statutory committee appointed in these cases; (xi the Office of the United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: David Buchbinder, Esq.; and (xii to the extent not listed herein, those parties requesting notice pursuant to Bankruptcy Rule 2002 (collectively, the Application Recipients. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THEN 80% OF THE FEES AND 100% OF THE EXPENSES REQUESTED IN THE APPLICATION MAY BE PAID PURSUANT TO THE ADMINISTRATIVE ORDER WITHOUT FURTHER NOTICE, HEARING, OR ORDER OF THE COURT. IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT WILL BE MADE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE ADMINISTRATIVE ORDER AND A HEARING WILL BE HELD. [Remainder of the Page Intentionally Left Blank] PHIL v.1

18 Case KG Doc Filed 08/15/18 Page 3 of 3 Dated: August 15, 2018 /s/ Domenic E. Pacitti Wilmington, Delaware Domenic E. Pacitti (DE Bar No KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, Delaware Telephone: ( Facsimile: ( and - Morton Branzburg KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania Telephone: ( Facsimile: ( and- Joshua A. Sussberg, P.C. Cristine Pirro (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: ( Facsimile: ( and- James H.M. Sprayregen, P.C. Ryan Blaine Bennett (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: ( Facsimile: ( Counsel to the Debtors and Debtors in Possession PHIL v.1