Case BLS Doc 496 Filed 10/09/18 Page 1 of 22 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case BLS Doc 496 Filed 10/09/18 Page 1 of 22 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: VG Liquidation, Inc., et al., Chapter 11 Case No (BLS) (Jointly Administered) Debtors. 1 Hearing Date: November 14, 2018 at 10:00 a.m. (ET) Objection Deadline: October 29, 2018 at 4:00 p.m. (ET) COVER SHEET TO THE COMBINED FOURTH MONTHLY AND FIRST INTERIM APPLICATION OF COOLEY LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VG LIQUIDATION, INC., ET AL. FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE (I) MONTHLY PERIOD OF AUGUST 1, 2018 THROUGH AUGUST 31, 2018 AND (II) INTERIM PERIOD OF MAY 17, 2018 THROUGH AUGUST 31, 2018 Basic Information Name of Applicant Cooley LLP Name of Client Official Committee of Unsecured Creditors of VG Liquidation, Inc., et al. Petition Date May 10, 2018 Retention Date nunc pro tunc to May 17, 2018 Date of Order Approving Employment June 28, 2018 Fourth Monthly Time Period Covered August 1, 2018 through August 31, 2018 Hours Billed Total Fees Sought $81, % of Compensation Sought $64, Total Expenses Sought $2, Blended Rate (All Timekeepers) $ Blended Rate (All Attorneys) $ First Interim Period Time Period Covered May 17, 2018 through August 31, The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: VG Liquidation, Inc. (f/k/a Videology, Inc.) (2191), Collider Media, Inc. (8602), VG MT Liquidation LLC (f/k/a Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566) and VG Liquidation Ltd. (f/k/a Videology Ltd.), a company organized under the laws of England and Wales. The address of the Debtors corporate headquarters is 1500 Whetstone Way, Suite 500, Baltimore, MD

2 Case BLS Doc 496 Filed 10/09/18 Page 2 of 22 Total Hours Billed Total Fees Requested $760, Total Expenses Requested 2 $7, Blended Rate (All Timekeepers) $ Blended Rate (All Attorneys) $ Historical Information Fees Approved to Date by Interim Order $0.00 Expenses Approved to Date by Interim Order $0.00 Allowed Fees Paid to Date $543, Allowed Expenses Paid to Date $4, This is Cooley LLP s combined fourth monthly and first interim fee application in these cases. 2 This amount includes $ in expense reimbursement requests by individual Committee members. 2

3 Case BLS Doc 496 Filed 10/09/18 Page 3 of 22 MONTHLY FEE APPLICATIONS SUBJECT TO THE INTERIM PERIOD Date Filed First Monthly 6/29/2018 [D.I. 267] Second Monthly 7/24/2018 [D.I. 368] Third Monthly 8/24/2018 [D.I. 421] Fourth Monthly [filed herein] Period Covered 5/17/18 5/31/18 6/1/18 6/30/18 7/1/18 7/31/18 8/1/18 8/31/18 Fees Requested Expenses Fees [80%] Approved Expenses [100%] Fee Holdback $225, $ $180, $ $45, $190, $1, $152, $1, $38, $263, $3, $210, $3, $52, $81, $2, $64, $2, $16, TOTAL $760, $7, $608, $7, $152, Applicant did not incur any expenses. This amount is for Committee member expense reimbursements only. 4 A Certificate of No Objection was filed on July 20, 2018 [D.I. 360]. 5 A Certificate of No Objection was filed on August 14, 2018 [D.I. 405]. 6 A Certificate of No Objection was filed on September 14, 2018 [D.I. 456]. 3

4 Case BLS Doc 496 Filed 10/09/18 Page 4 of 22 COMPENSATION BY TIMEKEEPER DURING THE MONTHLY PERIOD Name of Professional Person Seth Van Aalten Michael Klein Robert Winning David H. Kupfer Max Schlan Position of the Applicant, Year of Obtaining License to Practice, Area of Expertise Partner; Member of New York Bar since 2004; Area of Expertise: Bankruptcy Special Counsel; Member of New York Bar since 2005; Area of Expertise: Bankruptcy Associate; Member of New York Bar since 2011; Area of Expertise: Bankruptcy Associate; Member of New York Bar since 2012; Area of Expertise: Business Litigation Associate; Member of New York Bar since 2013; Area of Expertise: Bankruptcy Hourly Billing Rate Total Billed Hours Total Compensation $ $21, $ $7, $ $ $ $2, $ $27, Evan Lazerowitz Associate; Member of New $ $7, York Bar since 2014; Area of Expertise: Bankruptcy Joseph Brown Associate; Member of New $ $12, York Bar since 2017; Area of Expertise: Bankruptcy Mollie Canby Paralegal $ $ TOTAL $81, Blended Hourly Rate for All Timekeepers $ Blended Rate for Attorneys $

5 Case BLS Doc 496 Filed 10/09/18 Page 5 of 22 COMPENSATION BY TIMEKEEPER DURING THE INTERIM PERIOD Name of Professional Person Jonathan Bach Seth Van Aalten Michael Klein Robert Winning David H. Kupfer Max Schlan Alaizah Alnoor Koorji Evan Lazerowitz Joseph W. Brown Position of the Applicant, Year of Obtaining License to Practice, Area of Expertise Partner; Member of New York Bar since 1992; Area of Expertise: Business Litigation Partner; Member of New York Bar since 2004; Area of Expertise: Bankruptcy Special Counsel; Member of New York Bar since 2005; Area of Expertise: Bankruptcy Associate; Member of New York Bar since 2011; Area of Expertise: Bankruptcy Associate; Member of New York Bar since 2012; Area of Expertise: Business Litigation Associate; Member of New York Bar since 2013; Area of Expertise: Bankruptcy Associate; Member of New York Bar since 2015; Area of Expertise: Business Litigation Associate; Member of New York Bar since 2014; Area of Expertise: Bankruptcy Associate; Member of New York Bar since 2017; Area of Expertise: Bankruptcy Hourly Billing Rate Total Billed Hours Total Compensation $1, $ $ $179, $ $134, $ $1, $ $16, $ $327, $ $ $ $52, $ $41, David Fleischer Paralegal $ $1, Mollie Canby Paralegal $ $3, TOTAL $760, Blended Hourly Rate for all Timekeepers $ Blended Hourly Rate for all Attorneys $

6 Case BLS Doc 496 Filed 10/09/18 Page 6 of 22 TIME BILLED BY PROJECT CATEGORY DURING THE MONTHLY PERIOD Subject Matter Categories Hours Spent Fees B02 Asset Disposition 6.1 $5, B03 Business Operations 1.4 $1, B04 Case Administration 3.5 $2, B05 Claims 35.1 $22, B07 Fee/Employment Applications 3.8 $2, B09 Financing and Cash Collateral 1.7 $1, B10 Litigation 48.4 $40, B11 Meetings 1.5 $1, B12 Plan and Disclosure Statement 3.0 $2, B18 Leases and Executory Contracts 0.2 $ TOTAL $81,

7 Case BLS Doc 496 Filed 10/09/18 Page 7 of 22 TIME BILLED BY PROJECT CATEGORY DURING THE INTERIM PERIOD Subject Matter Categories Hours Spent Fees B01 Asset Analysis and Recovery 0.5 $ B02 Asset Disposition $121, B03 Business Operations 11.3 $10, B04 Case Administration 31.9 $24, B05 Claims 68.8 $51, B06 Employee Benefits/Pensions 2.8 $2, B07 Fee/Employment Applications 32.6 $20, B08 Fee/Employment Objections 3.0 $2, B09 Financing and Cash Collateral $150, B10 Litigation $285, B11 Meetings 22.4 $19, B12 Plan and Disclosure Statement 8.3 $7, B14 Travel 15.9 $14, B18 Leases and Executory Contracts 0.6 $ B19 Preparation For and Attendance at Court Hearings 57.1 $50, TOTAL $760,

8 Case BLS Doc 496 Filed 10/09/18 Page 8 of 22 EXPENSE SUMMARY DURING THE MONTHLY PERIOD Expense Category Amount Hotel/Meals (Hotels) $ Meals $52.96 Reproduction of Documents $2.30 Research Database / Document Retrieval $1, Taxi $11.00 Train Fare $ Transportation $ TOTAL $2, MEAL EXPENSE DETAIL Date Total Description Timekeeper 7/25/18 $21.65 Working lunch J. Brown 8/8/18 $31.31 Working lunch M. Schlan TOTAL $52.96 TRAVEL EXPENSE DETAIL Dept. Date Total Description Traveler 7/12/18 $ Hotel stay [July 12 13, 2018] in Wilmington, DE in M. Klein connection with attendance at Auction 7/12/18 $11.00 Taxi from Amtrak Train Station to hotel [Wilmington, DE] M. Klein 7/13/18 $ Train fare exchange fee M. Klein 7/16/18 $ Train fare from Penn Station, New York, NY to S. Van Aalten Wilmington, DE in connection with attendance at Sale Hearing 7/16/18 $ Train fare from Penn Station, New York, NY to M. Klein Wilmington, DE in connection with attendance at Sale Hearing 7/13/18 $11.14 Transportation from Amtrak Station to Courthouse E. Lazerowitz [Wilmington, DE] 7/14/18 $44.13 Transportation home after late night at the office E. Lazerowitz 7/20/18 $47.93 Transportation home after late night at the office E. Lazerowitz TOTAL $1,

9 Case BLS Doc 496 Filed 10/09/18 Page 9 of 22 EXPENSE SUMMARY DURING THE INTERIM PERIOD Expense Category Amount Hotels/Meals (Hotels) $ Hotels/Meals (Meals) $54.00 Meals $71.96 Reproduction of Documents $46.80 Research Database / Document Retrieval $3, Taxi $26.00 Train Fare $2, Transportation $ TOTAL $7, Committee Expense Reimbursement $ Requests GRAND TOTAL $7,

10 Case BLS Doc 496 Filed 10/09/18 Page 10 of 22 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: VG Liquidation, Inc., et al., Chapter 11 Case No (BLS) (Jointly Administered) Debtors. 1 Hearing Date: November 14, 2018 at 10:00 a.m. (ET) Objection Deadline: October 29, 2018 at 4:00 p.m. (ET) COMBINED FOURTH MONTHLY AND FIRST INTERIM APPLICATION OF COOLEY LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VG LIQUIDATION, INC., ET AL., FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE (I) MONTHLY PERIOD AUGUST 1, 2018 THROUGH AUGUST 31, 2018, AND (II) INTERIM PERIOD OF MAY 17, 2018 THROUGH AUGUST 31, 2018 TO THE HONORABLE BRENDAN L. SHANNON UNITED STATES BANKRUPTCY JUDGE: Cooley LLP ( Cooley or Applicant ), lead counsel to the Official Committee of Unsecured Creditors (the Committee ) of the above-captioned debtors (the Debtors ), respectfully represents: INTRODUCTION This is Applicant s combined fourth monthly and first interim application (the Application ) for allowance of compensation and reimbursement of expenses pursuant to 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code ), the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: VG Liquidation, Inc. (f/k/a Videology, Inc.) (2191), Collider Media, Inc. (8602), VG MT Liquidation LLC (f/k/a Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566) and VG Liquidation Ltd. (f/k/a Videology Ltd.), a company organized under the laws of England and Wales. The address of the Debtors corporate headquarters is 1500 Whetstone Way, Suite 500, Baltimore, MD

11 Case BLS Doc 496 Filed 10/09/18 Page 11 of 22 Rules ), and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (the Interim Compensation Order ) [D.I. 234]. Pursuant to the Interim Compensation Order, Applicant may file monthly fee applications with this Court. As described in the summary sheets to this Application, Applicant has previously filed monthly fee applications (the Prior Monthly Applications ) requesting allowance of fees and expenses for the period of (i) May 17, 2018 through May 31, 2018, (ii) June 1, 2018 through June 30, 2018, and (iii) July 1, 2018 through July 31, Through this Application, Applicant seeks allowance of fees and expenses incurred during the monthly period of August 1, 2018 through August 31, 2018 (the August Monthly Application, and together with the Prior Monthly Applications, the Monthly Applications ). These applications include, among other things, contemporaneously maintained time entries for each professional who provided services during the application period, maintained in increments of tenths (1/10) of an hour, and an itemization and description of the costs and expenses incurred by Applicant. The Monthly Applications are hereby incorporated by reference. This Application seeks (i) approval of compensation for legal services rendered by Applicant in the amount of $81, (80% of which is $64,919.60) for the period of August 1, 2018 through August 31, 2018 (the Monthly Period ) and (ii) interim approval of compensation for legal services rendered by Applicant in the amount of $760, reimbursement of certain expenses incurred by (or first billed by outside vendors to) Applicant in the amount of $7,543.80, and reimbursement of expenses incurred by Committee members in the amount of $ for the period of May 17, 2018 through August 31, 2018 (the Interim Period ). This Application complies with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the Interim Compensation Order. 2

12 Case BLS Doc 496 Filed 10/09/18 Page 12 of 22 GENERAL CASE BACKGROUND 4. On May 10, 2018 (the Petition Date ), each of the Debtors filed a voluntary petition with the United States Bankruptcy Court for the District of Delaware (the Court ) for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee has been appointed in these cases by the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ). 5. On May 17, 2018, the U.S. Trustee appointed the Committee, consisting of the following seven members: (i) GroupM UK Digital Ltd.; (ii) Beachfront Media, LLC; (iii) FMEX, LLC dba Futures Media; (iv) SpotX, Inc.; (v) Chesapeake Paperboard Centre LLC c/o 28 Walker Development; (vi) Teads France SAS; and (vii) Telaria, Inc. 6. That same day, the Committee selected (i) Cooley as its lead counsel, and (ii) Whiteford, Taylor & Preston LLC as its Delaware counsel. On May 18, 2018, the Committee selected Gavin/Solmonese LLC, as its financial advisor. 7. On June 28, 2018, the Court entered an order authorizing the Committee to retain Cooley as its lead counsel [D.I. 254]. JURISDICTION AND STATUTORY PREDICATES This Court has jurisdiction to consider this Application pursuant to 28 U.S.C This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C and Pursuant to Local Rule (f), Applicant consents to the entry of a final judgment or order with respect to this Application if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment 3

13 Case BLS Doc 496 Filed 10/09/18 Page 13 of 22 absent consent of the parties. The statutory predicates for the relief requested herein are 105(a), 330 and 331 of the Bankruptcy Code, and Bankruptcy Rule SERVICES RENDERED DURING THE MONTHLY PERIOD During the Monthly Period, Applicant s services to the Committee included professional advice and representation in connection with discrete categories in the chapter 11 proceedings. The aggregate hours and amount billed for each category are set forth on the cover page to this Application. To apprise this Court of the legal services provided during the Monthly Period, Applicant sets forth the following summary of legal services rendered. The summary is intended only to highlight the general categories of services performed by Applicant on behalf of the Committee; it is not intended to set forth each and every item of professional services which Applicant performed. Asset Disposition This category includes time expended by Applicant with respect to the disposition of the Debtors assets. During the Monthly Period, Applicant spent time reviewing an amendment to the asset purchase agreement with Amobee; analyzing the Debtors accounts receivable for proper treatment in connection with the closing of the sale; and participating in multiple discussions with the Debtors, the Committee, Gavin/Solmonese, and other parties in interest regarding the sale closing. Applicant expended 6.1 hours of time for a charge of $5, for services rendered with respect to matters relating to asset disposition. 4

14 Case BLS Doc 496 Filed 10/09/18 Page 14 of 22 Business Operations This category includes time spent by Applicant with respect to the Debtors business operations. During the Monthly Period, Applicant spent time analyzing updated financial reports, reviewing the Debtors monthly operating reports, and conferring with the Committee, Gavin/Solmonese LLC, and other interested parties regarding the claims process and Debtors financial reports. Applicant expended 1.4 hours of time for a charge of $1, for services rendered with respect to matters relating to business operations. Case Administration This category includes time expended by Applicant on a variety of activities relating to the day-to-day management of these chapter 11 cases. Services rendered in this project category include (i) regularly conferring with the Committee, the Debtors, and other parties in interest regarding the status of the cases, (ii) reviewing the Debtors motion seeking an extension of time for Plan exclusivity, (iii) reviewing and managing the critical dates calendar, (iv) responding to creditor inquiries, and (v) attending to miscellaneous tasks that do not properly fall into any other project category. Applicant expended 3.5 hours of time for a charge of $2, for services rendered in connection with case administration. Claims This category includes time expended by Applicant with respect to potential claims against the Debtors estates. During the Monthly Period, Applicant spent significant time conducting an investigation into the Debtors convertible note claims, including: reviewing reports and material prepared by the Committee s financial advisor, performing legal research on 5

15 Case BLS Doc 496 Filed 10/09/18 Page 15 of 22 noteholder issues, and preparing a memorandum summarizing the noteholder investigation for the Committee s consideration. Applicant also spent time reviewing and commenting on the Debtors motion to establish an administrative claims bar date, reviewing the Debtors motion for extension of time to file notices of removal of claims, analyzing claims filed against the Debtors, conducting legal research on issues regarding treatment of claims, responding to creditors inquiries, and communicating with the Committee, the Debtors, creditors, other professionals and interested parties regarding the foregoing. Applicant expended 35.1 hours of time for a charge of $22, for services rendered in connection with claims. Fee/Employment Applications This category includes time expended by Applicant regarding the retention of various professionals in the Debtors bankruptcy proceedings. Applicant spent time during the Monthly Period preparing its third monthly fee application and reviewing fee applications of other professionals. Applicant expended 3.8 hours of time for a charge of $2, for services rendered with respect to matters relating to retention applications. Financing and Cash Collateral This category includes time expended by Applicant with respect to the debtor-in possession financing facility (the DIP ) and the terms thereof as well as the Debtors prepetition secured lenders. During the Monthly Period, Applicant spent time reviewing and commenting on the Debtors draft DIP payoff letter and attending to issues related thereto. 6

16 Case BLS Doc 496 Filed 10/09/18 Page 16 of 22 Applicant expended 1.7 hours of time for a charge of $1, for services rendered with respect to financing. Litigation During the Monthly Period, Applicant spent significant time in this category in furtherance of its investigation of potential claims and causes of action that could be asserted against the Debtors prepetition secured lenders. Applicant also spent time (i) reviewing a substantial number of documents in furtherance of the investigation; (ii) performing extensive legal research; (iii) preparing a memorandum summarizing the investigation for the Committee s consideration; (iv) interviewing certain insiders; and (v) corresponding with the Debtors, the Committee, and certain insiders regarding the foregoing. Applicant expended 48.4 hours of time for a charge of $40, with respect to litigation. Meetings This category includes time expended by Applicant preparing for and scheduling a meeting of the Committee and Gavin/Solmonese LLC in connection with case strategy. Applicant expended 1.5 hours of time for a charge of $1, with respect to preparation for and attendance at meetings. Plan and Disclosure Statement This category includes time expended by Applicant in connection with the Debtors proposed plan and disclosure statement. During the Monthly Period, Applicant spent time corresponding with the Committee, the Debtors, their counsel, and other interested parties concerning the structure of the plan, sale issues and treatment of claims under the plan. 7

17 Case BLS Doc 496 Filed 10/09/18 Page 17 of 22 Applicant expended 3.0 hours of time for a charge of $2, with respect to the Debtors plan and disclosure statement. MATTERS PERTAINING TO APPLICANT DURING THE MONTHLY PERIOD Applicant has maintained contemporaneous time records which indicate the time that each attorney has spent working on a particular matter and the nature of the work performed. Copies of these time records are annexed to this Application as Exhibit A. The total number of hours expended by Applicant s attorneys and para-professionals during the Monthly Period in conjunction with these cases is All of the services have been rendered by those individuals at Applicant s firm. The personnel who have expended extensive time on this matter during the Monthly Period are as follows: (a) Seth Van Aalten has been actively involved in all aspects of these cases; and (b) Michael Klein, Max Schlan, Evan Lazerowitz and Joseph Brown were responsible for the various day-to-day issues that arose during the Monthly Period. Applicant has extensive experience representing creditors committees in the retail industry having represented official committees in cases such as American Apparel, Aerogroup International, Avenue Stores, Atari, Big M, Blockbuster, Bob s Stores, Brookstone, Charming Charlie, City Sports, Claire s, Eastern Outfitters, Eddie Bauer, Edwin Watts, Federated Department Stores, Filene s Basement, Fresh Produce, Fuhu, Golfsmith, Goody s Family Clothing, Gottschalk s, Hancock Fabrics, hhgregg, Hipcricket, Joyce Leslie, KB Toys, KIT Digital, Levitz Furniture, Mervyn s, Montgomery Ward, Orchard Brands, Pacific Sunwear of California, Pizzeria Uno, Pacific Sunwear, Princeton Ski Shops, Radioshack, Ritz Camera, rue21, Sbarro s, Steve & Barry s, Sharper Image, SkyMall, The Athlete s Foot, The Wet Seal, The Walking Company, Today s Man, True Religion, and Vestis, among many others. 8

18 Case BLS Doc 496 Filed 10/09/18 Page 18 of 22 Applicant rendered all the professional services for which compensation is requested herein in connection with the Debtors chapter 11 cases in furtherance of Applicant s professional responsibilities as attorneys for the Committee. During the Monthly Period, the partners, associates and para-professionals of Applicant devoted substantial time, hours, in rendering professional services to the Committee, all of which time was reasonable and necessary. Applicant, by experience, training and ability, is fully qualified to perform the services for which compensation is sought here. Applicant represents or holds no interest adverse to the Committee with respect to the matters upon which it is engaged. No agreement or understanding exists between Applicant and any other entity for the sharing of compensation to be received for services rendered in or in connection with these chapter 11 cases. EXPENSES INCURRED DURING THE MONTHLY PERIOD Annexed as part of the cover sheet is a list of the necessary and actual disbursements incurred during the Monthly Period in connection with the above-described work. The list is derived from the information found in Exhibit A. These records indicate that Applicant has advanced during the Monthly Period the sum of $2, in necessary and actual out-of-pocket expenses. In connection with said expenses, it should be noted that Applicant charges 25 per page for outgoing facsimiles with no charge for incoming facsimiles, 10 per page for photocopying and charges for meals only necessitated by meetings with the Debtors, the Committee, or when Applicant s personnel would work on these cases through a normal meal period. Certain meals that may not have fit squarely in those categories were written off. 9

19 Case BLS Doc 496 Filed 10/09/18 Page 19 of 22 ALLOWANCE OF INTERIM COMPENSATION With respect to the level of compensation, section 330 of the Bankruptcy Code provides, in pertinent part, that the Court may award to a professional person, reasonable compensation for actual, necessary services rendered. Section 330(a)(3), in turn, provides that: In determining the amount of reasonable compensation to be awarded..., the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including (A) (B) (C) (D) (E) (F) the time spent on such services; the rates charged for such services; whether the services were necessary to the administration of, or beneficial at the time which the service was rendered toward the completion of, a case under this title; whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. 330(a)(3). The congressional policy expressed above provides for adequate compensation in order to continue to attract qualified and competent professionals to bankruptcy cases. See In Re Busy Beaver Bldg. Ctrs., Inc., 19 F.3d 833, 850 (3d Cir. 1994) ( Congress rather clearly intended to provide sufficient economic incentive to lure competent bankruptcy specialists to practice in the bankruptcy courts. ) (citation and internal quotation marks omitted); In re Drexel Burnham Lambert Group, Inc., 133 B.R. 13, 18 (Bankr. S.D.N.Y. 1991) ( Congress objective on 10

20 Case BLS Doc 496 Filed 10/09/18 Page 20 of 22 requiring that the market, not the Court, establish attorneys rates was to ensure that bankruptcy cases were staffed by appropriate legal specialists. ). Applicant asserts that in accordance with the factors enumerated in 11 U.S.C. 330, the amount requested is fair and reasonable given (a) the complexity of this case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under this title. It is respectfully submitted that, had counsel with less experience in these types of matters been retained, the cost to the estate would have been much greater. The fees charged by Applicant in these cases are billed in accordance with the existing billing rates and procedures in effect during the Interim Period. The services rendered by Applicant were necessary and beneficial to the Committee, consistently performed in a timely manner, and reasonable in light of the value of such services to the Committee, Applicant s demonstrated skill and expertise in the bankruptcy field, and the customary compensation charged by comparably skilled practitioners. Accordingly, Applicant submits that approval of the compensation for professional services and reimbursement of expenses sought herein is warranted. NOTICE, PRIOR APPLICATION AND CERTIFICATION Notice of this Application has been provided in accordance with the Interim Compensation Order. Applicant submits that the foregoing constitutes good and sufficient notice and that no other or further notice need be provided. No previous application for the relief sought herein has been made to this or any other court. 11

21 Case BLS Doc 496 Filed 10/09/18 Page 21 of 22 Applicant has reviewed the requirements of the Local Rules, including Local Rule , and this Application complies with those rules. 12

22 Case BLS Doc 496 Filed 10/09/18 Page 22 of 22 WHEREFORE, Applicant hereby respectfully requests (i) payment of fees in the amount of $64, which is equal to the sum of 80% of Applicant s allowed compensation, for duly authorized, necessary and valuable professional services to the Committee incurred during the Monthly Period, and reimbursement to Applicant for actual and necessary expenses incurred during the Monthly Period in connection with the aforesaid services in the aggregate amount of $2,654.93; and (ii) interim allowance of compensation for Applicant s duly authorized, necessary and valuable service to the Committee during the Interim Period in the aggregate amount of $760,461.00, reimbursement to Applicant for actual and necessary expenses incurred during the Interim Period in the aggregate amount of $7,543.80, and reimbursement of expenses incurred by Committee members in the amount of $ Dated: October 9, 2018 COOLEY LLP /s/ Seth Van Aalten Seth Van Aalten Michael Klein Max Schlan Evan Lazerowitz 1114 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) svanaalten@cooley.com mklein@cooley.com mschlan@cooley.com elazerowitz@cooley.com Lead Counsel for the Official Committee of Unsecured Creditors 13

23 Case BLS Doc Filed 10/09/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: VG Liquidation, Inc., et al., 1 Debtors. Chapter 11 Case No (BLS) (Jointly Administered) Hearing Date: November 14, 2018 at 10:00 a.m. (ET) Objection Deadline: October 29, 2018 at 4:00 p.m. (ET) NOTICE OF COMBINED FOURTH MONTHLY AND FIRST INTERIM APPLICATION OF COOLEY LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VG LIQUIDATION, INC., ET AL. FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE (I) MONTHLY PERIOD OF AUGUST 1, 2018 THROUGH AUGUST 31, 2018 AND (II) INTERIM PERIOD OF MAY 17, 2018 THROUGH AUGUST 31, 2018 PLEASE TAKE NOTICE that the Official Committee of Unsecured Creditors appointed in the chapter 11 cases of VG Liquidation, Inc., et al. (the Committee ) filed the Combined Fourth Monthly and First Interim Application of Cooley LLP, Lead Counsel to the Official Committee of Unsecured Creditors of VG Liquidation, Inc., et al. for Compensation and Reimbursement of Expenses for the (I) Monthly Period of August 1, 2018 Through August 31, 2018 and (II) Interim Period of May 17, 2018 Through August 31, 2018 (the Application ). PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are required to be filed on or before October 29, 2018 at 4:00 p.m. (ET) (the Objection 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: VG Liquidation, Inc. (f/k/a Videology, Inc.) (2191), Collider Media, Inc. (8602), VG MT Liquidation LLC (f/k/a Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566), and VG Liquidation Ltd. (f/k/a Videology Ltd.), a company organized under the laws of England and Wales. The address of the Debtors corporate headquarters is 1500 Whetstone Way, Suite 200, Baltimore, MD

24 Case BLS Doc Filed 10/09/18 Page 2 of 3 Deadline ) with the Clerk of the United States Bankruptcy Court for the District of Delaware, 3 rd Floor, 824 Market Street, Wilmington, Delaware, PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the objection so as to be received by the following on or before the Objection Deadline: (i) the Debtors, 1500 Whetstone Way, Suite 500, Baltimore, Maryland 21230, Attn: Dan Smith; (ii) counsel to the Debtors, Cole Schotz P.C., 300 East Lombard Street, Suite 1450, Baltimore, Maryland 21202, Attn: Irving E. Walker, Esq. and 500 Delaware Avenue, Suite 1410, Wilmington, Delaware 19801, Attn: Patrick J. Reilley, Esq.; (iii) counsel to the lender under the Debtors secured post-petition debtor in possession financing facility, Arent Fox LLP, 1675 Broadway, New York, New York 10019, Attn: Robert M. Hirsh, Esq. and Jordana L. Renert, Esq. and Bayard LLP, 600 North King Street, Suite 400, Wilmington, Delaware 19801, Attn: Justin R. Alberto, Esq.; (iv) counsel to the Committee, Cooley LLP, 1114 Avenue of the Americas, 46 th Floor, New York, New York 10036, Attn: Seth Van Aalten, Esq. and Michael Klein, Esq. and Whiteford, Taylor & Preston LLC, The Renaissance Centre, Suite 500, 405 North King Street, Wilmington, Delaware 19801, Attn: Christopher S. Samis, Esq. and L. Katherine Good, Esq.; and (v) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: David L. Buchbinder. PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application will be held before the Honorable Brendan L. Shannon at the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 6 th Floor, Courtroom No. 1, Wilmington, Delaware on November 14, 2018 at 10:00 a.m. (ET). 2

25 Case BLS Doc Filed 10/09/18 Page 3 of 3 PLEASE TAKE FURTHER NOTICE IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE APPLICATION WILL BE DEEMED APPROVED AND THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICANT WITHOUT FURTHER NOTICE OR HEARING. Dated: October 9, 2018 Wilmington, Delaware Respectfully submitted, /s/ Aaron H. Stulman Christopher M. Samis (No. 4909) L. Katherine Good (No. 5101) Aaron H. Stulman (No. 5807) WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, Delaware Telephone: (302) Facsimile: (302) csamis@wtplaw.com kgood@wtplaw.com astulman@wtplaw.com -and- Seth Van Aalten, Esq. Michael Klein, Esq. Max Schlan, Esq. Evan Lazerowitz, Esq. COOLEY LLP 1114 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) svanaalten@cooley.com mklein@cooley.com mschlan@cooley.com elazerowitz@cooley.com Counsel for the Official Committee of Unsecured Creditors 3

26 Case BLS Doc Filed 10/09/18 Page 1 of 13 EXHIBIT A Time Records

27 Case BLS Doc Filed 10/09/18 Page 2 of RC September 19, 2018 Robert Schneider Chairman The Official Committee of Unsecured Creditors of Videology, Inc. 498 Seventh Avenue New York, NY ATTORNEYS AT LAW 101 California 5th floor San Francisco, CA MAIN FAX Taxpayer ID Number Palo Alto, CA San Diego, CA Los Angeles, CA Broomfield, CO Seattle, WA New York, NY Reston, VA Washington, DC Boston, MA Shanghai, P. R. China Beijing, P. R. China London, United Kingdom Invoice Number: Videology Committee For services rendered through August 31, 2018 Fees $ 81, Chargeable costs and disbursements , $ Total Due on Current Invoice $ 83, RC

28 Case BLS Doc Filed 10/09/18 Page 3 of 13 Page Invoice Number: Videology Committee For services rendered through August 31, 2018 : Date Timekeeper Description Hours Amount ASSET DISPOSITION 08/07/18 Seth Van Aalten Correspondence with Gavin re: sale closing issues and proceed allocation 08/13/18 Michael Aaron Klein Attention to treatment of A/R for purposes of closing the sale 08/13/18 Seth Van Aalten Correspondence with Debtors and Group M re: Amobee sale issues. 08/14/18 Seth Van Aalten Reviewed draft second amendment to Amobee APA. 08/14/18 Seth Van Aalten Correspondence with Debtors re: Amobee sale closing issues. 08/15/18 Michael Aaron Klein s with S. Van Aalten and Walker re committee sale closing issues 08/15/18 Seth Van Aalten Correspondence with Debtors re: Amobee closing issues. 08/17/18 Michael Aaron Klein Confer with CS and S. Van Aalten re Arrobee closing issues; review APA in furtherance of same 08/18/18 Seth Van Aalten Multiple correspondence with Debtors re: Amobee sale closing 08/20/18 Michael Aaron Klein Attention to Amobee closing issues /20/18 Seth Van Aalten Multiple correspondence with Debtors and , GroupM re: sale closing issues 08/21/18 Seth Van Aalten Correspondence with Walker re: sale closing /22/18 Seth Van Aalten Correspondence with Committee members re: sale closing and next steps Task Total: , BUSINESS OPERATIONS 08/09/18 Seth Van Aalten Review comment on G/S financial presentation to Committee 08/09/18 Seth Van Aalten Follow-up correspondence with Positive Mobile re: claims process RC

29 Case BLS Doc Filed 10/09/18 Page 4 of 13 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 08/09/18 Max D. Schlan Correspond with team and G/S re financial update. 08/10/18 Max D. Schlan Review financial update /29/18 Michael Aaron Klein Review MOR Task Total: , CASE ADMINISTRATION 08/02/18 Max D. Schlan Telephone conference with creditor re case status. 08/07/18 Mollie N. Canby Review notice of cancellation of 8/9 hearing and update calendar accordingly 08/09/18 Michael Aaron Klein Respond to creditor inquiries /09/18 Michael Aaron Klein Respond to creditor inquiry /09/18 Joseph W. Brown Review S. Van Aalten Committee Communication re: update 08/09/18 Mollie N. Canby Update calendar to reflect extension of challenge deadline 08/09/18 Seth Van Aalten Call with creditor Positive Mobile re: auction results and next steps in case for creditor distributions 08/10/18 Evan M. Lazerowitz Review budget variance report for week ending 7/28 (.6); update Committee re: same (.4) 08/17/18 Seth Van Aalten Correspondence with Group M re: R Schneider departure and chairman replacement 08/30/18 Mollie N. Canby Update calendar re cancellation of 8/ hearing Task Total: , CLAIMS 08/02/18 Michael Aaron Klein Analyze noteholder claim validity /02/18 Joseph W. Brown Discuss with E. Lazerowitz memorandum re: convertible notes RC

30 Case BLS Doc Filed 10/09/18 Page 5 of 13 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 08/02/18 Seth Van Aalten Multiple correspondence with Indyke, Klein , and Lazerowitz re: convertible notes issues (.8) case law review (1.6) 08/02/18 Evan M. Lazerowitz Correspond with S. Mastil re: noteholder list /02/18 Evan M. Lazerowitz Review noteholder list /03/18 Michael Aaron Klein Review removed extension motion /03/18 Seth Van Aalten Reviewed Debtors' motion to extend time for claim removal 08/03/18 Seth Van Aalten Correspondence with Futures Media re: case update and next steps 08/08/18 Joseph W. Brown Request additional information from S. Mastil (Gavin/Solmonese) re: convertible notes 08/08/18 Joseph W. Brown Send information request to local counsel re: DE law in connection with convertible notes 08/08/18 Joseph W. Brown Review Note Purchase Agreement and ancillary agreements re: convertible notes memorandum 08/08/18 Joseph W. Brown Review additional information from S. Mastil (Gavin/Solmonese) re: convertible notes 08/08/18 Joseph W. Brown Draft memorenadum re: convertible notes /08/18 Joseph W. Brown Conduct research re: convertible notes , memorandum 08/09/18 Michael Aaron Klein Review admin bar date motion /09/18 Seth Van Aalten Review/comment on draft Bar Date motion from Debtors 08/09/18 Seth Van Aalten Correspondence with K. Good re: noteholder investigation 08/10/18 Joseph W. Brown Review research from E. Lazerowitz re: noteholder investigation 08/15/18 Joseph W. Brown Continue to draft memorandum re: , Noteholder investigation 08/15/18 Joseph W. Brown Conduct research re: Noteholder investigation 08/16/18 Joseph W. Brown Draft memorandum re: Noteholder , investigation RC

31 Case BLS Doc Filed 10/09/18 Page 6 of 13 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 08/16/18 Joseph W. Brown Conduct research re: Noteholder investigation 08/16/18 Joseph W. Brown Send memorandum re: Noteholder investigation to E. Lazerowitz for review 08/16/18 Seth Van Aalten Correspondence with SpotX re: claims reconciliation 08/16/18 Evan M. Lazerowitz Call with creditor re: bar date /17/18 Evan M. Lazerowitz Revise memorandum re: pre-petition claim , objections 08/20/18 Michael Aaron Klein Office conference with EL re unsecured note claims 08/20/18 Joseph W. Brown Revise memorandum re: noteholder , investigation per E. Lazerowitz 08/20/18 Joseph W. Brown Review financial adviser documents re: Noteholders 08/20/18 Joseph W. Brown Discuss noteholder investigation with E Lazerowitz 08/20/18 Seth Van Aalten Correspondence with Telarion re: contract rejection 08/20/18 Evan M. Lazerowitz Research re: subordination of claims /21/18 Michael Aaron Klein First revisions to memo re: unsecured notes , /21/18 Joseph W. Brown Discuss amended certificate and related documents re: noteholder investigation memorandum with E. Lazerowitz 08/21/18 Joseph W. Brown Conduct review of amended certificate re: noteholder investigation memorandum 08/21/18 Evan M. Lazerowitz Call with creditor re: bar date /22/18 Joseph W. Brown Meet with M. Klein and E. Lazerowitz re: noteholder investigation 08/22/18 Joseph W. Brown Schedule meeting with M. Klein and E Lazerowitz re: noteholder investigation 08/22/18 Evan M. Lazerowitz Meeting with M. Klein re: preparation of investigation memo 08/24/18 Joseph W. Brown Revise investigation memorandum re: noteholders 08/28/18 Michael Aaron Klein Respond to creditor inquiries RC

32 Case BLS Doc Filed 10/09/18 Page 7 of 13 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 08/30/18 Seth Van Aalten Correspondence with Gavin re: White Ops claim. Task Total: , FEE/EMPLOYMENT APPLICATIONS 08/09/18 Michael Aaron Klein Review BRG fee statement /14/18 Max D. Schlan Correspond with WTP re retention application. 08/15/18 Mollie N. Canby Work on Cooley's 3rd MFA /17/18 Mollie N. Canby Work on Cooley's 3rd MFA /20/18 Mollie N. Canby Work on Cooley's 3rd MFA /21/18 Seth Van Aalten Review/revised third monthly fee application /27/18 Mollie N. Canby Review admin expense bar date order and calendar deadline 08/27/18 Max D. Schlan Review PwC retention application Task Total: , FINANCING AND CASH COLLATERAL 08/02/18 Robert B. Winning Analysis of potential retained antitrust action and meeting with Aalten re: same 08/09/18 Seth Van Aalten Review/comment on DIP Payoff Letter /13/18 Seth Van Aalten Reviewed draft DIP payoff letter from Debtors. Task Total: , LITIGATION 08/01/18 Max D. Schlan Research re investigation (2.3); draft memo re same (4.4); correspond with Kupfer re debtor interview (.3); correspond with team and lenders re investigation (.2) , RC

33 Case BLS Doc Filed 10/09/18 Page 8 of 13 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 08/02/18 Max D. Schlan Correspond with debtors re production (.2); , review documents (2.9); correspond with Brown re notes investigation (.2). 08/06/18 Evan M. Lazerowitz Research re: challenges to pre-petition claims 08/07/18 Michael Aaron Klein Review draft memo on lender investigation , /07/18 Max D. Schlan Correspond with debtors re investigation /07/18 David H. Kupfer Communicated with team re schedule /08/18 Seth Van Aalten Interview of Debtor representatives re: lender , investigation 08/08/18 Seth Van Aalten Preparation for Debtor interviews for lender , investigation 08/08/18 Max D. Schlan Prepare for call with debtors (.8); attend call , (1.5); review notes from same (.6); research re same (2.3). 08/09/18 Seth Van Aalten update to Committee re: lender , investigation and sale process 08/09/18 Evan M. Lazerowitz Research re: choice of law provisions under Delaware law 08/13/18 Max D. Schlan Correspond with G/S re investigation (.2); , correspond with debtors re same (.2); review documents re same (1.2). 08/15/18 Joseph W. Brown Review communications re: document production 08/15/18 Max D. Schlan Correspond with Kupfer and Van Aalten re investigation. 08/15/18 David H. Kupfer Reviewed correspondence from opposing counsel; communicated with team re adjournment of challenge period 08/17/18 Joseph W. Brown Discuss investigation re: lenders with M Schlan 08/18/18 Joseph W. Brown Send documents to E. Lazerowitz re: investigation 08/19/18 Joseph W. Brown Discuss theories re: investigation and related memorandum with E. Lazerowitz RC

34 Case BLS Doc Filed 10/09/18 Page 9 of 13 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 08/20/18 Max D. Schlan Correspond with team re investigation (.2); telephone conference with Kupfer re same (.2); office conference with same re same (.2); office conference with Van Aalten re same (.2) /21/18 Seth Van Aalten Correspondence with litigation team re: lender investigation 08/21/18 Evan M. Lazerowitz Revise pre-petition investigation memo , /21/18 Max D. Schlan Correspond with debtors re litigation (.2); office conference with Lazerowitz re investigation (.3); correspond with Kupfer and Van Aalten re same (.2) /21/18 David H. Kupfer Communicated with L. Birger and lit support staff re document review 08/21/18 David H. Kupfer Discussed challenge schedule with S. Van Alten 08/22/18 Michael Aaron Klein Meeting with E. Lazerowitz and J. Brown re convertible note memo 08/22/18 Max D. Schlan Review documents (.6); office conference with Van Aalten re investigation(.2). 08/23/18 Joseph W. Brown Meet with S. Van Aalten, M. Klein, M. Schlan, and E. Lazerowitz re: sale, current work and investigation 08/23/18 Michael Aaron Klein All-hands meeting re status of investigation /23/18 Evan M. Lazerowitz Meeting re: litigation status /23/18 Max D. Schlan Office conference with team re investigation /24/18 Max D. Schlan Telephone conference with G/S re investigation (.2); research re same (2.4); correspond with debtors re liability insurance (.2) , /24/18 Max D. Schlan Telephone conference with G/S re plan (.3); , research re same (2.0). 08/27/18 Max D. Schlan Correspond with debtors re liability insurance (.2). 08/27/18 David H. Kupfer Communicated with B. Brody and S. Van Alten re extension 08/28/18 Max D. Schlan Draft investigation memo , RC

35 Case BLS Doc Filed 10/09/18 Page 10 of 13 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 08/29/18 Max D. Schlan Correspond with debtors re investigation (.2); , draft investigation memo (1.5). Task Total: , MEETINGS 08/07/18 Seth Van Aalten Multiple correspondence with Committee members re: October strategy meeting 08/21/18 Seth Van Aalten Correspondence with Gavin re: scheduling for October UCC meeting 08/23/18 David H. Kupfer Team meeting to discuss status of litigation and developments Task Total: , PLAN AND DISCLOSURE STATEMENT 08/06/18 Seth Van Aalten Correspondence with Debtors re: Plan preparation issues 08/07/18 Seth Van Aalten Multiple correspondence with Debtors re: Plan structure and preparation 08/16/18 Seth Van Aalten Call with Debtors re: sale issues with Amobee 08/21/18 Seth Van Aalten Call with SpotX re: Plan and claims process /27/18 Seth Van Aalten Review/comment on Debtors' draft exclusivity motion. 08/29/18 Michael Aaron Klein Review exclusivity motion Task Total: , LEASES AND EXECUTORY CONTRACTS 08/30/18 Seth Van Aalten Reviewed Debtors lease rejection motion Task Total: Total Fees $81, RC

36 Case BLS Doc Filed 10/09/18 Page 11 of 13 Page Invoice Number: Videology Committee Fee Summary: Timekeeper Seth Van Aalten Michael Aaron Klein Robert B. Winning David H. Kupfer Max D. Schlan Evan M. Lazerowitz Joseph W. Brown Mollie N. Canby Type Partner Special Counsel Associate Associate Associate Associate Associate Paralegal Rate Hours Total 21, , , , , , For costs and disbursements recorded through August 31, 2018 : Hotels and Meals (Hotels) Wilmington, DE - Attend auction 07/12/ /13/2018 Michael Aaron Klein Meals Reproduction of Documents Research Database / Document Retrieval Taxi Train Fare Traveler: M. KLEIN - Train: Amtrak - Exchange fee - Departure Date: 07/12/ Itinerary: Wilmington, DE for Auction Train Fare Traveler: Klein, Michael <P/> Departure Date: N/A <P/> Itinerary: N-A <P/> <P/> Train Fare Traveler: Van Aalten, Seth <P/> Departure Date: N/A <P/> Itinerary: N-A <P/> <P/> Transportation Total Costs , $2, Total: $83, RC

37 Case BLS Doc Filed 10/09/18 Page 12 of 13 September 19, 2018 Robert Schneider Chairman The Official Committee of Unsecured Creditors of Videology, Inc. 498 Seventh Avenue New York, NY ATTORNEYS AT LAW 101 California 5th floor San Francisco, CA MAIN FAX Taxpayer ID Number Palo Alto, CA San Diego, CA Los Angeles, CA Broomfield, CO Seattle, WA New York, NY Reston, VA Washington, DC Boston, MA Shanghai, P. R. China Beijing, P. R. China London, United Kingdom Invoice Number: Videology Committee R E M I T T A N C E A D V I C E Please include this Remittance Advice with your payment For current services rendered through 8/31/2018-Invoice No : Fees $ Chargeable costs and disbursements $ Total Due on Current Invoice $ 81, , , Outstanding Balance from prior Invoices as of 9/19/2018 (May not reflect recent payments) Invoice Number Invoice Date Balance Late Charges Balance Due /19/ , , /19/ , , /15/ , , Total Outstanding Balance from prior Invoices (Disregard if paid) $ 135, Total Amount Due on Current and Prior Invoices $ 219, RC

38 Case BLS Doc Filed 10/09/18 Page 13 of 13 Page Invoice Number: Videology Committee Cooley LLP 101 California Street, 5th floor San Francisco, CA Tax ID# Payment may be made by wire transfer or ACH: Wells Fargo Bank - San Francisco, CA Account # ABA Routing # Swift # WFBIUS6S When making electronic payments please provide invoice number(s) and send remittance advice to AR@cooley.com Invoices are due and payable upon receipt. Any unpaid balance after 30 days may accrue late charges. RC