Case BLS Doc 670 Filed 01/11/19 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case BLS Doc 670 Filed 01/11/19 Page 1 of 14 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: February 27, 2019 at 10:30 a.m. (ET) Objection Deadline: January 31, 2019 at 4:00 p.m. (ET) COVER SHEET TO THE SECOND 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 PERIOD OF SEPTEMBER 1, 2018 THROUGH NOVEMBER 30, 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 First Interim Period Time Period Covered Sept. 1, 2018 through Nov. 30, 2018 Total Hours Billed Total Fees Requested $316, Total Expenses Requested 2 $14, Blended Rate (All Timekeepers) $ Blended Rate (All Attorneys) $ Historical Information Fees Approved to Date by Interim Order $760, Expenses Approved to Date by Interim Order $7, 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 This amount includes $2, in expense reimbursement requests by individual Committee members v v2

2 Case BLS Doc 670 Filed 01/11/19 Page 2 of 14 Allowed Fees Paid to Date $977, Allowed Expenses Paid to Date $14, This is Cooley LLP s second interim fee application in these cases. 3 This amount includes $ in expense reimbursement requests by individual Committee members v v2 2

3 Case BLS Doc 670 Filed 01/11/19 Page 3 of 14 MONTHLY FEE APPLICATIONS SUBJECT TO THE INTERIM PERIOD Date Filed Fifth Monthly 11/2/2018 [D.I. 557] Sixth Monthly 11/20/2018 [D.I. 575] Seventh Monthly 12/21/2018 [D.I. 421] Period Covered 9/1/18 9/30/18 10/1/18 10/31/18 11/1/18 11/30/18 Fees Requested Expenses Fees [80%] Approved Expenses [100%] Fee Holdback $179, $1, $143, $1, $35, $88, $8, $70, $8, $17, $48, $5, $38, $5, $9, TOTAL $316, $14, $252, $14, $63, A Certificate of No Objection was filed on November 27, 2018 [D.I. 591]. 5 This amount includes $2, in individual Committee member expense reimbursement requests. 6 A Certificate of No Objection was filed on December 11, 2018 [D.I. 608]. 7 A Certificate of No Objection was filed on January 11, 2019 [D.I. 669] v v2 3

4 Case BLS Doc 670 Filed 01/11/19 Page 4 of 14 COMPENSATION BY TIMEKEEPER DURING THE INTERIM PERIOD Name of Professional Person Seth Van Aalten William Castleberry Jacquelyn M. Burke Clint Massengill Michael Klein Robert Winning David H. Kupfer Max Schlan Scott W. Stemetzki 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 2004; Area of Expertise: Bankruptcy Senior Counsel; Member of New York Bar since 1970; Area of Expertise: Tax Special Counsel; Member of Massachusetts Bar since 2007; Area of Expertise: Insurance Litigation Special Counsel; Member of New York Bar since 2002; Area of Expertise: Tax 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 Virginia Bar since 2013; 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 $ $75, $1, $ $ $ $ $4, $ $79, $ $8, $ $8, $ $54, $ $23, $ $35, $ $20, David Fleischer Paralegal $ $ Mollie Canby Paralegal $ $3, Philip Anton Lit/E-Discovery Services $ $ TOTAL $316, Blended Hourly Rate for all Timekeepers $ Blended Hourly Rate for all Attorneys $ v v2 4

5 Case BLS Doc 670 Filed 01/11/19 Page 5 of 14 TIME BILLED BY PROJECT CATEGORY DURING THE INTERIM PERIOD Subject Matter Categories Hours Spent Fees B01 Asset Analysis and Recovery 4.8 $4, B02 Asset Disposition 58.1 $48, B03 Business Operations 0.8 $ B04 Case Administration 11.8 $7, B05 Claims 52.3 $36, B06 Employee Benefits/Pensions 2.0 $1, B07 Fee/Employment Applications 23.7 $13, B10 Litigation $158, B11 Meetings 32.4 $26, B12 Plan and Disclosure Statement 18.1 $15, B21 Tax Issues 3.4 $3, TOTAL $316, v v2 5

6 Case BLS Doc 670 Filed 01/11/19 Page 6 of 14 EXPENSE SUMMARY DURING THE INTERIM PERIOD Expense Category Amount Hosting Fee (August, Sept., and Oct TransPerfect Document Management, Inc.) $1, Hotels/Meals (Hotels) $ Meals $4, Reproduction of Documents $ Research Database / Document Retrieval $4, Taxi $ Transportation $ TOTAL $12, Committee Expense Reimbursement $2, Requests GRAND TOTAL $14, v v2 6

7 Case BLS Doc 670 Filed 01/11/19 Page 7 of 14 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: February 27, 2019 at 10:30 a.m. (ET) Objection Deadline: January 31, 2019, 2019 at 4:00 p.m. (ET) SECOND 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 PERIOD OF SEPTEMBER 1, 2018 THROUGH NOVEMBER 30, 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 second 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 Rules ), and the Order Establishing 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 v v2

8 Case BLS Doc 670 Filed 01/11/19 Page 8 of 14 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 Monthly Applications ) requesting allowance of fees and expenses for the period of (i) September 1, 2018 through September 30, 2018, (ii) October 1, 2018 through October 31, 2018, and (iii) November 1, 2018 through November 30, 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 interim approval of compensation for legal services rendered by Applicant in the amount of $316, reimbursement of certain expenses incurred by (or first billed by outside vendors to) Applicant in the amount of $12,239.47, and reimbursement of expenses incurred by Committee members in the amount of $2, for the period of September 1, 2018 through November 30, 2018 (the Interim Period ). This Application complies with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the Interim Compensation Order. 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 v2 2

9 Case BLS Doc 670 Filed 01/11/19 Page 9 of 14 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 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 MATTERS PERTAINING TO APPLICANT DURING THE INTERIM 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 v2 3

10 Case BLS Doc 670 Filed 01/11/19 Page 10 of 14 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 Interim 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 Interim Period are as follows: (a) Seth Van Aalten has been actively involved in all aspects of these cases; (b) Michael Klein, Evan Lazerowitz and Joseph Brown were responsible for the various day-to-day issues that arose during the Interim Period; and (c) Scott Stemetzki assisted with the investigation of potential claims against the Debtors pre-petition lenders. 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. 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 v2 4

11 Case BLS Doc 670 Filed 01/11/19 Page 11 of 14 EXPENSES 2 INCURRED DURING THE INTERIM PERIOD Annexed as part of the cover sheet is a list of the necessary and actual disbursements incurred during the Interim 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 Interim Period the sum of $12, in necessary and actual out-of-pocket expenses, and requests by individual Committee members for reimbursement of expenses incurred in connection with Committee business is attached as Exhibit B. The aggregate amount of expenses incurred by individual Committee members during the Interim Period is $2, 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) 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, 2 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 v2 5

12 Case BLS Doc 670 Filed 01/11/19 Page 12 of 14 importance, and nature of the problem, issue, or task addressed; (E) (F) 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 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 v2 6

13 Case BLS Doc 670 Filed 01/11/19 Page 13 of 14 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. Applicant has reviewed the requirements of the Local Rules, including Local Rule , and this Application complies with those rules. [Remainder of Page Left Intentionally Blank] v2 7

14 Case BLS Doc 670 Filed 01/11/19 Page 14 of 14 WHEREFORE, Applicant hereby respectfully requests 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 $316,077.00, reimbursement to Applicant for actual and necessary expenses incurred during the Interim Period in the aggregate amount of $12,239.47, and reimbursement of expenses incurred by Committee members in the amount of $2, Dated: January 11, 2019 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 v2 8

15 Case BLS Doc Filed 01/11/19 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: February 27, 2019 at 10:30 a.m. (ET) Objection Deadline: January 31, 2019 at 4:00 p.m. (ET) NOTICE OF SECOND 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 PERIOD OF SEPTEMBER 1, 2018 THROUGH NOVEMBER 30, 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 Second 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 Period of September 1, 2018 Through November 30, 2018 (the Application ). PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are required to be filed on or before January 31, 2019 at 4:00 p.m. (ET) (the Objection 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: 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 v1

16 Case BLS Doc Filed 01/11/19 Page 2 of 3 (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 February 27, 2019 at 10:30 a.m. (ET). 2

17 Case BLS Doc Filed 01/11/19 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: January 11, 2019 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

18 Case BLS Doc Filed 01/11/19 Page 1 of 34 EXHIBIT A Time Records

19 Case BLS Doc Filed 01/11/19 Page 2 of TX October 17, 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 September 30, 2018 Fees $ 179, Chargeable costs and disbursements , $ Total Due on Current Invoice $ 180, TX

20 Case BLS Doc Filed 01/11/19 Page 3 of 34 Page Invoice Number: Videology Committee For services rendered through September 30, 2018 Date Timekeeper Description Hours Amount ASSET ANALYSIS AND RECOVERY 09/07/18 Seth Van Aalten Correspondence with Group M and Gavin re: waterfall analysis. 09/11/18 Seth Van Aalten Telephone calls with Group M re: recovery analysis and next steps. 09/12/18 Seth Van Aalten Correspondence with Winograd re: recovery analysis. 09/13/18 Seth Van Aalten Correspondence with Group M. counsel re: recoveries. 09/20/18 Joseph W. Brown Discuss distribution analysis with E Lazerowitz 09/21/18 Michael Aaron Klein Asset allocation valuation analysis /21/18 Seth Van Aalten Telephone call with Dean re: allocation issues. 09/21/18 Seth Van Aalten Reviewed allocation scenarios (.4) and conference with Klein and Lazerowitz re: same (.3) 09/24/18 Michael Aaron Klein Attention to allocation issues Task Total: , CASE ADMINISTRATION 09/07/18 Mollie N. Canby Review COC re omnibus hearings and calendar same 09/12/18 Mollie N. Canby Update calendar to reflect new challenge deadline 09/13/18 Joseph W. Brown Attend to case administration per S. Van Aalten 09/13/18 Michael Aaron Klein Respond to creditor inquiries /14/18 Seth Van Aalten Correspondence with CRG re: case and Plan status 09/18/18 Joseph W. Brown Attend to case administration per S. Van Aalten TX

21 Case BLS Doc Filed 01/11/19 Page 4 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 09/18/18 Mollie N. Canby Review notice canceling hearing and update calendar 09/24/18 Michael Aaron Klein Call with Gavin regarding committee meeting planning call 09/25/18 Michael Aaron Klein Respond to Creditor inquiries /26/18 Mollie N. Canby Review notice and calendar interim fee app hearing date 09/26/18 Joseph W. Brown Attend Committee call /26/18 Joseph W. Brown Attend to case administration per Seth Van Aalten Task Total: , CLAIMS 09/04/18 Evan M. Lazerowitz Review filed claims /05/18 Joseph W. Brown Continue to revise memorandum re: noteholders per M. Klein 09/10/18 Joseph W. Brown Draft memorandum re: noteholder claims per , M. Klein 09/10/18 Joseph W. Brown Review documents re: noteholder claims /11/18 Joseph W. Brown Send next draft of noteholder memorandum to E. Lazerowitz for review 09/11/18 Joseph W. Brown Revise noteholder claims memorandum /11/18 Seth Van Aalten Correspondence with Futures Media re: claims process. 09/11/18 Seth Van Aalten Correspondence with Positive Mobile re: claims process. 09/11/18 Evan M. Lazerowitz Update Committee members re: bar date /12/18 Joseph W. Brown Revise new version of memorandum re: noteholder claims per E. Lazerowitz 09/12/18 Joseph W. Brown Provide documents to local counsel re: investigation per E. Lazerowitz 09/12/18 Joseph W. Brown Discuss with E. Lazerowitz scheduled amounts re: convertible notes TX

22 Case BLS Doc Filed 01/11/19 Page 5 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 09/12/18 Joseph W. Brown Request additional analysis re: convertible notes from S. Mastil (Gavin Solmonese) 09/12/18 Evan M. Lazerowitz Revise pre-petition claim memo , /13/18 Joseph W. Brown Review M. Klein edits to noteholder memorandum 09/13/18 Joseph W. Brown Meet with M. Klein and E. Lazerowitz re: noteholder claims 09/13/18 Joseph W. Brown Revise memorandum re: noteholder claims per E. Lazerowitz 09/13/18 Joseph W. Brown Follow-up meeting with M. Klein re: noteholder claims 09/13/18 Michael Aaron Klein Review revised memo regarding note claims /13/18 Evan M. Lazerowitz Revise pre-petition claim memo , /14/18 Evan M. Lazerowitz Further revise prepetition claims memorandum 09/17/18 Joseph W. Brown Circulate revised memorandum re: noteholder claims to M. Klein 09/17/18 Joseph W. Brown Discuss revisions to noteholder claims with E. Lazerowitz 09/17/18 Joseph W. Brown Meet with M. Klein and E. Lazerowitz re: noteholder claims 09/17/18 Joseph W. Brown Review analysis from Gavin Salmonese re: notes' scheduled claims 09/17/18 Joseph W. Brown Revise memorandum re: noteholder claims , per M. Klein 09/17/18 Michael Aaron Klein Review revised noteholder memo , /17/18 Evan M. Lazerowitz Research re: convertible note claims /17/18 Evan M. Lazerowitz Revise memorandum re: convertible note claims 09/18/18 Joseph W. Brown Review final draft memorandum re: noteholder claims 09/18/18 Michael Aaron Klein Further revisions to memo on note claims /18/18 Seth Van Aalten Review/comment on convertible notes memo , /18/18 Evan M. Lazerowitz Revise and finalize memo re: convertible notes TX

23 Case BLS Doc Filed 01/11/19 Page 6 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 09/20/18 Evan M. Lazerowitz Analyze claims register and generate recovery analysis 09/27/18 Joseph W. Brown Discuss local counsel memorandum re: note claims with E. Lazerowitz 09/27/18 Joseph W. Brown Review local counsel memorandum re: note claims 09/27/18 Evan M. Lazerowitz Review memorandum re: convertible notes /28/18 Michael Aaron Klein Call with WTP re noteholder claims /28/18 Evan M. Lazerowitz Revise memo re: noteholder claims /28/18 Evan M. Lazerowitz Prepare for and attend call with K. Good and K. Hroblatt re: noteholder claims Task Total: , EMPLOYEE BENEFITS/PENSIONS 09/05/18 David H. Kupfer Worked on staffing doc review for lenders documents 09/14/18 David H. Kupfer Set up doc review , Task Total: , FEE/EMPLOYMENT APPLICATIONS 09/08/18 Michael Aaron Klein Review LUMA fee application /13/18 Michael Aaron Klein Review Hogan fee statement /19/18 Mollie N. Canby Review interim comp procedures order concerning deadline to file 1st interim fee app 09/24/18 Mollie N. Canby Work on Cooley's combined 4th monthly and st interim fee application 09/25/18 Mollie N. Canby Work on Cooley's combined 4th Monthly and st Interim Fee Application 09/26/18 Michael Aaron Klein Review Hogan fee statement /26/18 Michael Aaron Klein Review fee application /28/18 Michael Aaron Klein Review July BRG fee statement TX

24 Case BLS Doc Filed 01/11/19 Page 7 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount Task Total: , LITIGATION 09/04/18 Max D. Schlan Research re investigation memo , /05/18 Max D. Schlan Draft investigation memo (3.5); research re , same (2.1). 09/06/18 Max D. Schlan Draft investigation memo , /08/18 Max D. Schlan Draft investigation memo , /09/18 Max D. Schlan Draft investigation memo , /11/18 Max D. Schlan Telephone conference with G/S re , investigation (.4); draft memo re same (6.3). 09/12/18 Joseph W. Brown Summarize research for M. Schlan re: possible claims against lenders 09/12/18 Joseph W. Brown Conduct research re: possible claims against lenders per M. Schlan 09/12/18 Joseph W. Brown Discuss investigation with M. Schlan /12/18 Evan M. Lazerowitz Revise lender investigation memo /12/18 Max D. Schlan Telephone conference with Kupfer re , investigation (.2); correspond with Stemetzki re same (.8); draft investigation memo (5.4). 09/12/18 Scott W. Stemetzki Discuss case background with M. Schlan (.9); review declaration of K. Tarpey in support of debtors' chapter 11 petitions and first day relief (.6) , /13/18 Max D. Schlan Draft investigation memo , /13/18 Scott W. Stemetzki Review declaration of K. Tarpey in support of debtors' chapter 11 petitions and first day relief (1.3) 09/14/18 Joseph W. Brown Call with M. Schlan re: research request in connection with pre-petition lender investigation 09/14/18 Philip J. Anton Assist case team with ESI review, for D Kupfer TX

25 Case BLS Doc Filed 01/11/19 Page 8 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 09/14/18 Max D. Schlan Correspond with Stemetzki re investigation , (.2); prepare tags for discovery (1.0); draft investigation memo (4.5). 09/14/18 Scott W. Stemetzki Confer with M. Schlan re case strategy and potential claims (.3) 09/15/18 Max D. Schlan Draft investigation memo , /16/18 Max D. Schlan Draft investigation memo , /17/18 Joseph W. Brown Conduct research per M. Schlan re: pre-petition lender investigation 09/17/18 Joseph W. Brown Summarize research for M. Schlan re: pre-petition lender investigation 09/17/18 Seth Van Aalten Review/comment on Committee memo re: , lender investigation 09/17/18 Max D. Schlan Revise investigation memo (1.4); correspond , with G/S re same (.3). 09/17/18 Scott W. Stemetzki Review lenders' produced documents (.4) /18/18 Joseph W. Brown Discuss investigation with E. Lazerowitz /18/18 Michael Aaron Klein Revise memo on lender investigation , /18/18 Seth Van Aalten Continued review/revision of lender , investigation memo 09/18/18 Seth Van Aalten Meeting with Klein and Schlan re: lender investigation memo 09/18/18 Max D. Schlan Telephone conference with G/S re investigation (.3); correspond with debtors re same (.2). 09/18/18 Scott W. Stemetzki Review lenders' produced documents (.8); review document requests and schedules listing debtors' customers (.6) 09/19/18 Scott W. Stemetzki Review lenders' produced documents and , confer with M. Schlan re same (2.0) 09/20/18 Max D. Schlan Correspond with G/S re investigation (.4); telephone conference with Stemetzki re document review (.6); correspond with same and Kupfer re same (.3) , /20/18 Scott W. Stemetzki Review lenders' produced documents and confer with M. Schlan re same (1.3) TX

26 Case BLS Doc Filed 01/11/19 Page 9 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 09/21/18 Michael Aaron Klein Revise investigation memo and meet with , MS regarding same. 09/21/18 David H. Kupfer Communicated with lenders counsel and S Van Alten re extension 09/24/18 Michael Aaron Klein Review and edit revised investigation memo , /24/18 Philip J. Anton Assist case team with ESI review, for S Stemetzki 09/24/18 Seth Van Aalten Conference with Klein and Schlan re: lender investigation 09/24/18 Scott W. Stemetzki Review lenders' produced documents and , confer with M. Schlan re same (6.0) 09/25/18 William L. Castleberry Waiting to hear from Rob Winning - Review and respond to s re lender fee questions 09/25/18 Michael Aaron Klein Revise investigation memo , /25/18 Philip J. Anton Assist case team with ESI review, for S Stemetzki 09/25/18 Evan M. Lazerowitz Meeting with M. Klein re: lender memorandum 09/25/18 Evan M. Lazerowitz Research re: pre-petition lender , memorandum 09/25/18 Scott W. Stemetzki Review lenders' produced documents and , confer with M. Schlan re same (4.4) 09/25/18 Robert B. Winning Review law re: potential challenges to lender , fees and numerous meetings with team re same 09/25/18 Robert B. Winning Review law re: potential challenge to lender , fees and begin drafting memorandum re: same 09/25/18 Clint E. Massengill Multiple s from and to R. Winning regarding tax treatment of lender fees 09/26/18 Michael Aaron Klein Revise memo , /26/18 Evan M. Lazerowitz Revise pre-petition lender memorandum , /26/18 Scott W. Stemetzki Review lenders' produced documents and , confer with M. Schlan re same (5.0) TX

27 Case BLS Doc Filed 01/11/19 Page 10 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 09/27/18 David H. Kupfer Communicated with counsel for lenders and M. Schlan 09/27/18 Michael Aaron Klein Revise memo, review hot docs , /27/18 Scott W. Stemetzki Review lenders' produced documents and , confer with M. Schlan re same (4.2) 09/27/18 Clint E. Massengill Draft to R. Winning re lender fees /28/18 Michael Aaron Klein Continue preparing memo , /28/18 Scott W. Stemetzki Review lenders' produced documents and , confer with M. Schlan re same (2.5) 09/30/18 Scott W. Stemetzki Review lenders' produced documents and , confer with M. Schlan re same (1.9) Task Total: , PLAN AND DISCLOSURE STATEMENT 09/05/18 Max D. Schlan Correspond with Van Aalten re exclusivity /14/18 Michael Aaron Klein Initial review of draft plan /14/18 Seth Van Aalten Review/comment on draft Plan , /16/18 Seth Van Aalten Review/comment on draft Plan , /17/18 Michael Aaron Klein Update call with Gavin /17/18 Michael Aaron Klein Review and comment on draft plan , /17/18 Seth Van Aalten Telephone call with Gavin team re: Plan issues and allocation 09/17/18 Evan M. Lazerowitz Call with Gavin/Solmonese re: Plan /17/18 Evan M. Lazerowitz Analyze proposed plan structure and claims against debtors 09/17/18 Max D. Schlan Telephone conference with Cooley team and G/S re plan. 09/18/18 Evan M. Lazerowitz Review and revise Plan /20/18 Seth Van Aalten Telephone call with Gavin re: Plan negotiations 09/20/18 Seth Van Aalten Telephone with Dean re: Plan negotiations /20/18 Evan M. Lazerowitz Revise Plan TX

28 Case BLS Doc Filed 01/11/19 Page 11 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 09/24/18 Michael Aaron Klein Review plan and LTA , /24/18 Seth Van Aalten Conference with Gavin team re: Plan allocation and 10/4 meeting issues. 09/24/18 Seth Van Aalten Telephone call with Dean re: Plan allocation /24/18 Evan M. Lazerowitz Meeting with S. Van Aalten, M. Klein, and T Gavin re: Plan issues Task Total: , TAX ISSUES 09/18/18 Clint E. Massengill Review Plan of Liquidation with respect to tax provisions 09/19/18 Clint E. Massengill Review proposed plan regarding tax provision, including compliance with Rev. Proc (1.3); to E. Lazerowitz (0.2) , /25/18 Clint E. Massengill Review tax provisions of draft liquidating trust , agreement Task Total: , Total Fees $179, TX

29 Case BLS Doc Filed 01/11/19 Page 12 of 34 Page Invoice Number: Videology Committee Fee Summary: Timekeeper Seth Van Aalten William L. Castleberry Clint E. Massengill Michael Aaron Klein Robert B. Winning Scott W. Stemetzki David H. Kupfer Max D. Schlan Evan M. Lazerowitz Joseph W. Brown Mollie N. Canby Philip J. Anton Type Partner Senior Counsel Special Counsel Special Counsel Associate Associate Associate Associate Associate Associate Paralegal Lit/E-Discovery Svcs. Rate Hours Total 15, , , , , , , , , , For costs and disbursements recorded through September 30, 2018 : August Hosting (Videology) TransPerfect Document Management, Inc. Reproduction of Documents Research Database / Document Retrieval Transportation Total Costs $1, Total: $180, TX

30 Case BLS Doc Filed 01/11/19 Page 13 of 34 October 17, 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 9/30/2018-Invoice No : Fees $ Chargeable costs and disbursements $ Total Due on Current Invoice $ 179, , , Outstanding Balance from prior Invoices as of 10/17/2018 (May not reflect recent payments) Invoice Number Invoice Date Balance Late Charges Balance Due /19/ , , /19/ , , /15/ , , /19/ , , Total Outstanding Balance from prior Invoices (Disregard if paid) $ 219, Total Amount Due on Current and Prior Invoices $ 399, TX

31 Case BLS Doc Filed 01/11/19 Page 14 of 34 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. TX

32 Case BLS Doc Filed 01/11/19 Page 15 of CL November 8, 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 October 31, 2018 Fees $ 88, Chargeable costs and disbursements , $ Total Due on Current Invoice $ 93, CL

33 Case BLS Doc Filed 01/11/19 Page 16 of 34 Page Invoice Number: Videology Committee For services rendered through October 31, 2018 : Date Timekeeper Description Hours Amount ASSET DISPOSITION 10/03/18 Seth Van Aalten Conference with Committee members re: , allocation issues 10/04/18 Michael Aaron Klein Review allocation motion /04/18 Seth Van Aalten Post-meeting correspondence with , Committee members re: allocation issues. 10/04/18 Seth Van Aalten Reviewed Debtors' allocation motion /04/18 Evan M. Lazerowitz Review and summarize allocation motion /05/18 Seth Van Aalten Multiple telephone calls with Dean re: allocation issues and scheduling order 10/05/18 Seth Van Aalten to Committee re: proceed allocation issues and litigation schedule 10/05/18 Seth Van Aalten Correspondence with GroupM counsel re: sale proceed allocation 10/09/18 Joseph W. Brown Draft Committee statement re: allocation /09/18 Joseph W. Brown Circulate Committee statement re: allocation to E. Lazerowitz 10/09/18 Joseph W. Brown Circulate Committee statement re: allocation to S. Van Aalten and M. Klein for review 10/09/18 Joseph W. Brown Revise Committee statement re: allocation with E. Lazerowitz 10/09/18 Joseph W. Brown Review allocation motion re: Committee statement 10/09/18 Evan M. Lazerowitz Draft statement re: allocation motion /09/18 Evan M. Lazerowitz Prepare document demands re: allocation motion 10/10/18 Joseph W. Brown Proofread revised Committee statement re: allocation 10/10/18 Seth Van Aalten Review/comment to Committee statement re: allocation motion 10/11/18 Evan M. Lazerowitz Revise document demands re: allocation /12/18 Evan M. Lazerowitz Finalize document demands re: allocation motion CL

34 Case BLS Doc Filed 01/11/19 Page 17 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 10/12/18 Seth Van Aalten Call with Gavin re: sale proceed allocation /12/18 Seth Van Aalten Review/comment on first set of document requests re: allocation litigation 10/15/18 Seth Van Aalten Corres. with Lazerowitz re: Allocation discovery request 10/15/18 Seth Van Aalten Call with Group M representatives re: allocation issues 10/18/18 Seth Van Aalten Corres. with Klein and Lazerowitz re: Allocation status 10/22/18 Michael Aaron Klein Confer with EL and SVA and review s regarding ongoing allocation dispute and related discovery. 10/22/18 Evan M. Lazerowitz Draft and send document requests to Debtors re: allocation 10/22/18 Seth Van Aalten Corres. with Dean and Lazerowitz re: allocation document request 10/22/18 Seth Van Aalten Correspond with Gavin re: allocation scenarios 10/24/18 Seth Van Aalten Corres. with Walker re: E&O insurance tail /31/18 Evan M. Lazerowitz Review documents provided to Dr. Kerr Task Total: , CASE ADMINISTRATION 10/01/18 Joseph W. Brown Attend to case administration re: 10/4 in person meeting per S. Van Aalten 10/01/18 Joseph W. Brown Attend to case administration with E Lazerowitz re: in-person meeting 10/01/18 Evan M. Lazerowitz Prepare presentation re: 10/4 committee meeting 10/02/18 Joseph W. Brown Attend to logistics re: in-person meeting per S. Van Aalten 10/02/18 Joseph W. Brown Provide logistics and details to S. Van Aalten for Committee Communication re: in-person meetings CL

35 Case BLS Doc Filed 01/11/19 Page 18 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 10/02/18 Evan M. Lazerowitz Revise presentation for 10/4 committee meeting 10/03/18 Joseph W. Brown Attend to final logistics re: in person meeting per S. Van Aalten 10/09/18 Seth Van Aalten Correspondence with Chesapeake re: claim status 10/11/18 Seth Van Aalten Correspondence with UST and Whiteford re: committee membership 10/12/18 Michael Aaron Klein s and office conferences with SVA and EL regarding Chesapeake resignation from UCC and Committee composition. 10/18/18 Mollie N. Canby Review and calendar December omnibus hearing date 10/19/18 Michael Aaron Klein Confer with EL regarding D&O tail options /19/18 Mollie N. Canby Review court's notice and update calendar re cancellation of 10/23 hearing Task Total: , CLAIMS 10/01/18 Joseph W. Brown Revise formatting of memorandum re: noteholders per M. Klein 10/01/18 Evan M. Lazerowitz Revise noteholder memo , /02/18 Joseph W. Brown Proofread and related edits to final noteholder memorandum 10/02/18 Joseph W. Brown Draft presentation materials with E Lazerowitz re: 10/4 meeting 10/08/18 Seth Van Aalten Call with Positive Mobile re: case update and claims status 10/11/18 Seth Van Aalten Correspondence with Telaria re: Vid AU winddown 10/12/18 Seth Van Aalten Multiple correspondence with Telaria and Debtors re: Vid AU payable 10/12/18 Seth Van Aalten Reviewed claims transfers CL

36 Case BLS Doc Filed 01/11/19 Page 19 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 10/22/18 Jacquelyn M. Burke Analyze policy for extended reporting period issues and call with E. Lazerowitz regarding same. 10/22/18 Evan M. Lazerowitz Call with creditor re: claim reconciliation /22/18 Seth Van Aalten Corres. with Committee member re: status of claims distributions 10/24/18 Seth Van Aalten Corres. with Committee members re: allocation update 10/25/18 Seth Van Aalten Review D&O claim preservation letter to , insurer 10/30/18 Seth Van Aalten Reviewed materials produced to BRG expert , for allocation analysis Task Total: , FEE/EMPLOYMENT APPLICATIONS 10/01/18 Michael Aaron Klein Review BR and fee application /01/18 Mollie N. Canby Review and revised invoice for August fees and expenses concerning additional changes 10/03/18 Mollie N. Canby Revise combined 4th Monthly and 1st Interim Fee Application 10/04/18 Michael Aaron Klein Review supplemental BRG retention application 10/04/18 Michael Aaron Klein Review revised fee application /04/18 Seth Van Aalten Reviewed Debtors' supplemental retention of BRG expert 10/05/18 Michael Aaron Klein Review PwC fee application /05/18 Evan M. Lazerowitz Finalize first interim fee application /09/18 Seth Van Aalten Review/comment on interim fee application /12/18 Michael Aaron Klein Review Omni fee application /15/18 Michael Aaron Klein Review DWF fee statement /15/18 Michael Aaron Klein Review BRG fee statement /18/18 Mollie N. Canby Work on Cooley's 5th MFA CL

37 Case BLS Doc Filed 01/11/19 Page 20 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 10/19/18 Mollie N. Canby Review committee reimbursement of SpotX /22/18 Michael Aaron Klein Review CS fee application /23/18 Mollie N. Canby Work on Cooley's 5th MFA /25/18 Michael Aaron Klein Review and revise pre-bill /26/18 Evan M. Lazerowitz Prepare 3rd MFA /29/18 Mollie N. Canby Review s re revisions to invoice for September fees and expenses 10/29/18 Seth Van Aalten Review/comment on revised invoice /30/18 Mollie N. Canby Revisions to 5th MFA /30/18 Mollie N. Canby Receive and review revised invoice for fees and expenses incurred in September and E. Lazerowitz re revising 5th MFA Task Total: , LITIGATION 10/01/18 Michael Aaron Klein Revise lender memo , /01/18 Joseph W. Brown Conduct cite check of Lender liability memorandum per M. Klein 10/01/18 Robert B. Winning Continue revising insert for memorandum re: , challenges to certain fees 10/01/18 Scott W. Stemetzki Confer with M. Schlan re creditors' and lenders' productions (.6) 10/02/18 Michael Aaron Klein Final revisions to lender memo , /02/18 Robert B. Winning Further analysis of certain issues in , memoramdum and meeting with Klein re: same 10/03/18 David H. Kupfer Reviewed memo in advance of committee meeting 10/04/18 David H. Kupfer Revised documents from lenders , /05/18 Michael Aaron Klein s with creditors re lender investigation /05/18 Joseph W. Brown Meet with S. Van Aalten, M. Klein, D. Kupfer & E. Lazerowitz re: allocation and investigation CL

38 Case BLS Doc Filed 01/11/19 Page 21 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 10/05/18 David H. Kupfer Communicated with team re next steps /12/18 Michael Aaron Klein Confer with EL regarding expert discovery demands. 10/15/18 Michael Aaron Klein Call with Group M regarding allocation dispute procedures. 10/15/18 David H. Kupfer Communicated with E. Lazerowitz re doc review; communicated with member of committee re lender issues; thought about discover issues in lender investigation , /16/18 Michael Aaron Klein Meetings with Kupfer regarding lender investigation. 10/16/18 David H. Kupfer Reviewed legal memo; participated in 2 calls , with committee members re lender conduct; communicated with team re document status 10/16/18 Seth Van Aalten Multiple calls with Committee members re: , Lender Investigation 10/16/18 Scott W. Stemetzki Confer with E. Lazerowitz re discovery and initial production findings (.9) 10/17/18 David H. Kupfer Communicated with E. Lazerowitz and S Stemetzky re status 10/23/18 Michael Aaron Klein Attention to alternatives for dealing with termination of D&O policy. 10/25/18 Michael Aaron Klein Confer with Good and Walker regarding E&O insurance tail. Task Total: , MEETINGS 10/01/18 Seth Van Aalten Review and comment on G.S draft deck for , /4 Committee meeting 10/01/18 Seth Van Aalten Review/comment on investigation for 10/ , Committee meeting 10/02/18 Seth Van Aalten Reviewed G/S deck for 10/4 Committee meeting 10/02/18 Seth Van Aalten Preparation for 10/4 Committee meeting , /03/18 Seth Van Aalten Preparation for 10/4 Committee meeting re: , allocation issues and investigations CL

39 Case BLS Doc Filed 01/11/19 Page 22 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 10/04/18 Michael Aaron Klein Committee meeting , /04/18 Seth Van Aalten Meeting wth Committee to discuss sale , proceed allocation and investigation progress. 10/04/18 Joseph W. Brown Attend in-person Committee Meeting , /04/18 Evan M. Lazerowitz Attend and present at Committee meeting , /04/18 Evan M. Lazerowitz Prepare for Committee meeting /05/18 Michael Aaron Klein WIP meeting /05/18 Seth Van Aalten Internal meeting re: Allocation and Investigation assignments 10/05/18 Evan M. Lazerowitz Meeting with S. Van Aalten re: case status Task Total: , PLAN AND DISCLOSURE STATEMENT 10/05/18 Joseph W. Brown Review allocation motion and related Committee communication 10/17/18 Seth Van Aalten Reviewed revised allocation schedule from , Gavin (.6) and multiple correspondence with Ted re: same (.8) 10/30/18 Seth Van Aalten Corres. with D. Dean re: allocation progress and D&O preservation letter Task Total: , Total Fees $88, CL

40 Case BLS Doc Filed 01/11/19 Page 23 of 34 Page Invoice Number: Videology Committee Fee Summary: Timekeeper Seth Van Aalten Jacquelyn M. Burke Michael Aaron Klein Robert B. Winning Scott W. Stemetzki David H. Kupfer Evan M. Lazerowitz Joseph W. Brown Mollie N. Canby Type Partner Special Counsel Special Counsel Associate Associate Associate Associate Associate Paralegal Rate Hours Total 38, , , , , , , , For costs and disbursements recorded through October 31, 2018 : Hotels and Meals (Hotels) Hotel - Lodging - Wilmington, DE - Meeting relating to Videology 05/22/ /23/2018 Seth Van Aalten Hotels and Meals (Hotels) Hotel - Lodging - Wilmington, DE - Meeting relating to Videology 05/22/ /23/2018 Seth Van Aalten Meals September 2018 Hosting TransPerfect Document Management, Inc. Reproduction of Documents Research Database / Document Retrieval Taxi Transportation Total Costs , $5, Total: $93, CL

41 Case BLS Doc Filed 01/11/19 Page 24 of 34 November 8, 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 10/31/2018-Invoice No : Fees $ Chargeable costs and disbursements $ Total Due on Current Invoice $ 88, , , Outstanding Balance from prior Invoices as of 11/8/2018 (May not reflect recent payments) Invoice Number Invoice Date Balance Late Charges Balance Due /19/ , , /19/ , , /15/ , , /19/ , , /17/ , , Total Outstanding Balance from prior Invoices (Disregard if paid) $ 332, Total Amount Due on Current and Prior Invoices $ 426, CL

42 Case BLS Doc Filed 01/11/19 Page 25 of 34 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. CL

43 Case BLS Doc Filed 01/11/19 Page 26 of CL December 10, 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 November 30, 2018 Fees $ 48, Chargeable costs and disbursements , $ Total Due on Current Invoice $ 53, CL

44 Case BLS Doc Filed 01/11/19 Page 27 of 34 Page Invoice Number: Videology Committee For services rendered through November 30, 2018 Date Timekeeper Description Hours Amount ASSET DISPOSITION 11/01/18 Seth Van Aalten Correspondence with Committee members re: update on allocation process 11/01/18 Evan M. Lazerowitz Further review documents produced by , Debtors re: allocation 11/02/18 Seth Van Aalten Corres. with Debtors and Gavin re: Group M receivable negotiations. 11/02/18 Seth Van Aalten Reviewed select documents produced by , Debtors re: Allocation dispute 11/05/18 Seth Van Aalten Reviewed Debtors' document production on , allocation 11/05/18 Seth Van Aalten Correspondence with Dean re: Allocation report and scheduling motion 11/05/18 Seth Van Aalten s with Committee members re: allocation status 11/06/18 Seth Van Aalten Reviewed document production re: Allocation , issues 11/09/18 Seth Van Aalten Telephone call with Gavin re: Allocation issues 11/09/18 Seth Van Aalten Correspondence with Klein and Lazerowitz re: Allocation issues. 11/09/18 Seth Van Aalten Telephone call with Feinstein re: Allocation issues 11/12/18 Seth Van Aalten Reviewed income and Balance Sheet , statements for various videology entities for Allocation dispute 11/13/18 Seth Van Aalten Multiple correspondence with Dean re: , allocation issues 11/14/18 Seth Van Aalten Calls with creditors and committee members , re: allocation process 11/16/18 Seth Van Aalten Telephone call with Winograd re: allocation discussion 11/21/18 Michael Aaron Klein First review of allocation motion CL

45 Case BLS Doc Filed 01/11/19 Page 28 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 11/21/18 Evan M. Lazerowitz Review Debtors' allocation report (1.5); , update Committee re: same (0.2) 11/21/18 Seth Van Aalten Reviewed Debtors' allocation motion and , expert report 11/26/18 Michael Aaron Klein Further review of allocation motion, legal , research in support of same. 11/26/18 Evan M. Lazerowitz Research re: allocation motion and standard , of review 11/27/18 Michael Aaron Klein Analyze BRG expert report , /27/18 Michael Aaron Klein Call with Gavin regarding Kerr report /27/18 Evan M. Lazerowitz Meeting with S.van Aalten and M.Klein re: allocation; call with Gavin/Solmonese re: same (0.5) 11/27/18 Evan M. Lazerowitz Review Nortel docket re: allocation issues /27/18 Seth Van Aalten Correspondence with Committee re: allocation issues 11/27/18 Seth Van Aalten Correspondence with creditors re: distribution status and timing 11/27/18 Seth Van Aalten Telephone call with Gavin re: allocation issues 11/28/18 Evan M. Lazerowitz Continue reviewing Nortel docket re: allocation issues 11/28/18 Seth Van Aalten Correspondence with Committee members re: sale proceed allocation 11/28/18 Seth Van Aalten Correspondence with Debtors re: sale of remaining inventory 11/30/18 Seth Van Aalten to Committee re: allocation next steps /30/18 Seth Van Aalten Committee call to discuss allocation issues /30/18 Seth Van Aalten Preparation for Committee call on allocation issues 11/30/18 Joseph W. Brown Review Debtors' motion re: allocation procedures (.3); review revised distribution analysis (.2) Task Total: , CL

46 Case BLS Doc Filed 01/11/19 Page 29 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount BUSINESS OPERATIONS 11/02/18 Michael Aaron Klein Review MORs /30/18 Michael Aaron Klein Review BRG fee app /30/18 Michael Aaron Klein Review MOR Task Total: CASE ADMINISTRATION 11/05/18 David M. Fleischer As per E. Lazerowitz request prepped "I" drive zip file for to Edward T. Gavin; s to, from E. Lazerowitz re status 11/13/18 Joseph W. Brown Revise calendar re: upcoming events and deadlines with M. Canby 11/21/18 Michael Aaron Klein Confer with local counsel regarding late filed claims. 11/26/18 Michael Aaron Klein Review exclusivity and removal extension /28/18 Michael Aaron Klein Respond to creditor inquiries Task Total: , CLAIMS 11/07/18 Michael Aaron Klein Respond to creditor inquiries /08/18 Michael Aaron Klein Respond to creditor inquiries /13/18 Michael Aaron Klein Review and analyze local rules and Bank rules regarding proper form of objection to lender fees. 11/14/18 Seth Van Aalten Correspondence with Winograd re: allocation process and distribution timing 11/21/18 Evan M. Lazerowitz Call with creditor re: case status and proof of claim filing procedures 11/28/18 Michael Aaron Klein Review stipulation regarding D&O late claims and confer with Good regarding same. 11/28/18 Michael Aaron Klein Review allocation case law CL

47 Case BLS Doc Filed 01/11/19 Page 30 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 11/29/18 Evan M. Lazerowitz Call with creditor re: claims reconcilliation process 11/30/18 Evan M. Lazerowitz Call with Vungle re: claim filing process Task Total: , FEE/EMPLOYMENT APPLICATIONS 11/01/18 Michael Aaron Klein Review revised invoice for compliance with UST guidelines. 11/01/18 Mollie N. Canby Revisions to 5th MFA /01/18 Mollie N. Canby s with E Lazerowitz re revisions to 5th MFA 11/02/18 Seth Van Aalten Review/comment on Fifth monthly fee application. 11/02/18 Seth Van Aalten Correspondence with Lazerowitz re: supplemental disclosures 11/05/18 Mollie N. Canby s with E Lazerowitz re preparing supp declaration to retention app 11/06/18 Seth Van Aalten Reviewed proposed omnibus fee order (.3); corresponded with Lazerowitz re: same (.2) 11/06/18 Mollie N. Canby Prepare supplemental declaration of S Van Aalten re Cooley's retention and further disclosures of connections 11/09/18 Seth Van Aalten Review/comment on Supplemental Disclosure Declaration 11/09/18 Evan M. Lazerowitz Revise and finalize supplemental declaration of S. Van Aalten 11/11/18 Mollie N. Canby Work on Cooley's 6th MFA /13/18 Mollie N. Canby Work on Cooley's 6th MFA /15/18 Michael Aaron Klein Review supplemental Sandahl declaration /15/18 Michael Aaron Klein Review and edit fee application /16/18 Seth Van Aalten Reviewed 6th Monthly Fee Application /19/18 Evan M. Lazerowitz Finalize sixth MFA /21/18 Michael Aaron Klein Review CS fee statement CL

48 Case BLS Doc Filed 01/11/19 Page 31 of 34 Page Invoice Number: Videology Committee Date Timekeeper Description Hours Amount 11/30/18 Michael Aaron Klein Review Hogan fee application Task Total: , LITIGATION 11/06/18 Michael Aaron Klein Confer with EL regarding allocation discovery. 11/06/18 Evan M. Lazerowitz Review and transmit Debtors' production to co-counsel 11/12/18 Michael Aaron Klein Outline allegations in support of potential challenge to lender fees. 11/12/18 Joseph W. Brown Meet with D. Kupfer re: drafting complaint (.1) and discuss with M. Klein re: same (.1) 11/13/18 Joseph W. Brown Review investigation memorandum and related materials re: drafting complaint 11/13/18 Joseph W. Brown Call with M. Klein re: drafting complaint /14/18 Joseph W. Brown Review cases and code re: drafting complaint (.4); discuss approach to draft with M. Klein (.1) 11/14/18 Evan M. Lazerowitz Review Debtors' rolling production of documents 11/17/18 Joseph W. Brown Draft adversary proceeding complaint re: investigation per M. Klein 11/18/18 Joseph W. Brown Draft adversary complaint re: investigation per M. Klein Task Total: , MEETINGS 11/30/18 Evan M. Lazerowitz Call with Committee re: allocation motion /30/18 Michael Aaron Klein Prep for and participate in committee call , /30/18 Joseph W. Brown Attend Committee Call Task Total: , CL

49 Case BLS Doc Filed 01/11/19 Page 32 of 34 Page Invoice Number: Videology Committee Total Fees $48, Fee Summary: Timekeeper Seth Van Aalten Michael Aaron Klein Evan M. Lazerowitz Joseph W. Brown Mollie N. Canby David M. Fleischer Type Partner Special Counsel Associate Associate Paralegal Paralegal Rate Hours Total 21, , , , For costs and disbursements recorded through November 30, 2018 : Meals 2018 October Hosting: Monthly Storage Fees/User Access Fee TransPerfect Document Management, Inc. Reproduction of Documents Research Database / Document Retrieval Taxi Total Costs 4, $5, Total: $53, CL

50 Case BLS Doc Filed 01/11/19 Page 33 of 34 December 10, 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 11/30/2018-Invoice No : Fees $ Chargeable costs and disbursements $ Total Due on Current Invoice $ 48, , , Outstanding Balance from prior Invoices as of 12/10/2018 (May not reflect recent payments) Invoice Number Invoice Date Balance Late Charges Balance Due /17/ , , /08/ , , Total Outstanding Balance from prior Invoices (Disregard if paid) $ 129, Total Amount Due on Current and Prior Invoices $ 183, CL

51 Case BLS Doc Filed 01/11/19 Page 34 of 34 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. CL

52 Case BLS Doc Filed 01/11/19 Page 1 of 18 EXHIBIT B Committee Expense Reimbursements

53 Case BLS Doc Filed 01/11/19 Page 2 of 18 OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VIDEOLOGY, INC., ET AL. EXPENSE REIMBURSEMENT REPORT 1. Name of Company SpotX, Inc. 2. Date of Meeting October 4, Location of Meeting New York City (Cooley office) 4. Name of Representative Attending Meeting Michael Stack 5. Reimbursable Expenses: (a) Transportation: (1) Air or Rail Fare $ (2) Personal automobile miles at $0.54 per mile $36.72 (3) Taxi $7.25 (4) Parking/Tolls $50.00 (5) Other (describe) $ (b) Lodging: (1) Hotel (excluding meals) $ (c) Meals: (1) Breakfast $ (2) Lunch $ (3) Dinner $ TOTAL REIMBURSEMENT SOUGHT $ I hereby certify that the above expenses were incurred by me in connection with attendance at the Committee meeting or other authorized Committee business. (Signature of Member s Representative Incurring Expenses)

54 Case BLS Doc Filed 01/11/19 Page 3 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation DVPKS3 Michael Stack <stack@spotx.tv> eticket Itinerary and Receipt for Confirmation DVPKS3 United Airlines, Inc. <unitedairlines@united.com> To: STACK@spotx.tv Mon, Sep 24, 2018 at 12:38 PM Receipt for confirmation number DVPKS3 Issue Date: September 24, 2018 United logo link to home page Confirmation: DVPKS3 Check-In > TRAVELER INFORMATION Traveler eticket Number Frequent FlyerNumber Seats STACK/MICHAELDAVID C/27C FLIGHT INFORMATION Day, Date Flight ClassDeparture City and Time Arrival City and Time Aircraft Meal Wed, 03OCT18 UA303 Q Thu, 04OCT18 UA2416U DENVER, CO (DEN) 10:15 AM NEW YORK, NY (LGA - LAGUARDIA) 4:00 PM NEW YORK, NY DENVER, CO (LGA - LAGUARDIA) 6:29 PM (DEN) 8:54 PM Purchase A-320 Purchase FARE INFORMATION Fare Breakdown Form of Payment: AMERICAN EXPRESS Airfare: US Last Four Digits 2024 U.S. Transportation Tax: U.S. Flight Segment Tax: 8.20 September 11th Security Fee: U.S. Passenger Facility Charge: 9.00 Per Person Total: US eticket Total: US The airfare you paid on this itinerary totals: USD The taxes, fees, and surcharges paid total: USD Fare Rules: Additional charges may apply for changes in addition to any fare rules listed. 1/5

55 Case BLS Doc Filed 01/11/19 Page 4 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation DVPKS3 REFUNDABLE Baggage allowance and charges for this itinerary. Baggage fees are per traveler Origin and destination for checked baggage 1 st bag 2 nd bag 10/3/2018 Denver, CO (DEN) to New York, NY (LGA - LaGuardia) 10/4/2018 New York, NY (LGA - LaGuardia) to Denver, CO (DEN) Maximum weight and dimensions per piece of baggage Max wt / dim per piece USD USD USD USD 50.0lbs (23.0kg) in (157.0cm) 50.0lbs (23.0kg) in (157.0cm) Important Information about MileagePlus Earning Accruals vary based on the terms and conditions of the traveler s frequent flyer program, the traveler s frequent flyer status and the itinerary selected. United MileagePlus mileage accrual is subject to the rules of the MileagePlus program Once travel has started, accruals will no longer display. You can view your MileagePlus account for posted accrual You can earn up to 75,000 award miles per ticket. The 75,000 award miles cap may be applied to your posted flight activity in an order different than shown PQD are a Premier status requirement for members in the U.S. only. Accrual is only displayed for MileagePlus members who choose to accrue to their MileagePlus account. eticket Reminders Check-in Requirement - Bags must be checked and boarding passes obtained at least 30 minutes prior to scheduled departure. Baggage will not be accepted and advance seat assignments may be cancelled if this condition is not met. EXCEPTION: When departing from Anchorage, Atlanta, Austin, Baltimore, Chicago, Cincinnati, Cleveland, Dallas/Ft. Worth, Denver, Detroit, Fort Lauderdale, Greenville-Spartanburg, Guam, Honolulu, Houston, Indianapolis, Jacksonville, Kona, Las Vegas, Los Angeles, Maui, Miami, New York (LGA), Newark, Orange County (SNA), Orlando, Philadelphia, Phoenix, Pittsburgh, Raleigh/Durham, Reno, San Diego, San Francisco, San Juan, PR (60 minutes), Savannah, Seattle, St. Louis, St. Thomas, U.S. Virgin Islands (60 minutes), Tampa, Washington, DC (both IAD and DCA), the check in requirement time for Passengers and Bags is 45 minutes except where noted. Boarding Requirement - Passengers must be prepared to board at the departure gate with their boarding pass at least 15 minutes prior to scheduled departure. Failure to meet the Boarding Requirements may result in cancellation of reservations, denied boarding, removal of checked baggage from the aircraft and loss of eligibility for denied boarding compensation. 2/5

56 Case BLS Doc Filed 01/11/19 Page 5 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation DVPKS3 Bring your boarding pass or this eticket Receipt along with photo identification to the airport. The FAA now restricts carry-on baggage to one bag plus one personal item (purse, briefcase, laptop computer, etc.) per passenger. The fare rules for your ticket may restrict your carry-on baggage allowance even further. For up to the minute flight information, sign-up for our Flight Status Updates or call ; in Spanish If flight segments are not flown in order, your reservation will be cancelled. Rebooking will be subject to the fare rules governing your ticket. For the most current status of your reservation, go to our Flight Status page. Your eticket is non transferable and valid for 1 year from the issue date unless otherwise noted in the fare rules. Data Protection Notice Your personal data will be processed in accordance with the applicable carriers privacy policy and if your booking is made via a reservation system provider ("GDS"), with its privacy policy. These are available at or from the carrier or GDS directly. You should read this documentation, which applies to your booking and specifies, for example, how your personal data is collected, stored, used, disclosed and transferred Customer Care Contact Information We welcome your compliments, comments or complaints regarding United or a United travel experience. You may contact us using our Customer Care form Hazardous materials Federal law forbids the carriage of hazardous materials on board aircraft in your luggage or on your person. A violation can result in five years imprisonment and penalties of $250,000 or more (49 U.S.C. 5124). Hazardous materials include explosives, compressed gases, flammable liquids and solids, oxidizers, poisons, corrosives and radioactive materials. Common examples of hazardous materials/dangerous goods include spare or loose lithium batteries, fireworks, strike-anywhere matches, aerosols, pesticides, bleach and corrosive materials. Additional information can be found on: 3/5

57 Case BLS Doc Filed 01/11/19 Page 6 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation DVPKS3 united.com restricted items page FAA website Pack Safe page TSA website Prohibited Items page Refunds Within 24 Hours When you book and ticket a reservation through united.com, the United mobile app, the United Customer Contact Center, at our ticket counters or city ticket offices, or if you use MileagePlus miles to book an award ticket, we will allow you to cancel the ticketed reservation without penalty and receive a 100 percent refund of the ticket price to the original form of payment if you cancel the reservation within 24 hours of purchase and if the reservation is made one week or more prior to scheduled flight departure. IMPORTANT CONSUMER NOTICES Notice of Baggage Liability Limitations - For domestic travel between points within the United States (except for domestic portions of international journeys), United s liability for loss of, damage to, or delay in delivery of a customer s checked baggage is limited to $3,500 per ticketed customer unless a higher value is declared in advance and additional charges are paid (not applicable to wheelchairs or other assistive devices). For such travel, United assumes no liability for high value, fragile, perishable, or otherwise excluded items; excess valuation may not be declared on certain types of valuable articles. Further information may be obtained from the carrier. For international travel governed by the Warsaw Convention (including the domestic portions of the trip), maximum liability is approximately 640 USD per bag for checked baggage, and 400 USD per passenger for unchecked baggage. For international travel governed by the Montreal Convention (including the domestic portions of the trip), maximum liability is 1,131 SDRs per passenger for baggage, whether checked or unchecked. For baggage lost, delayed, or damaged in connection with domestic travel, United requires that customers provide preliminary notice within 24 hours after arrival of the flight on which the baggage was or was to be transported and submit a written claim within 45 days of the flight. For baggage damaged or delayed in connection with most international travel (including domestic portions of international journeys), the Montreal Convention and United require customers to provide carriers written notice as follows: (a) for damaged baggage, within seven days from the date of receipt of the damaged baggage; (b) for delayed baggage, within 21 days from the date the baggage should have been returned to the customer. Please refer to Rule 28 of United s Contract of Carriage for important information relating to baggage and other limitations of liability. Notice of Incorporated Terms - Transportation is subject to the terms and conditions of United s Contract of Carriage, which are incorporated herein by reference. Incorporated terms may include, but are not limited to: 1. Limits on liability for personal injury or death of the customer, and for loss, damage, or delay of goods and baggage, including high value, fragile, perishable, or otherwise excluded items. 2. Claims restrictions, including time periods within which customers must file a claim or bring an action against the carrier. 3. Rights of the carrier to change terms of the contract. 4. Rules about reconfirmation of reservations, check-in times, and refusal to carry. 5. Rights of the carrier and limits on liability for delay or failure to perform service, including schedule changes, substitution of an alternate air carrier or aircraft, and rerouting. The full text of United s Contract of Carriage is available at united.com or you may request a copy at any United ticket counter. Passengers have the right, upon request at any location where United s tickets are sold within the United States, to receive free of charge by mail or other delivery service the full text of United s Contract of Carriage. Notice of Certain Terms - If you have purchased a restricted ticket, depending on the rules applicable to the fare paid, one or more restrictions including, but not limited to, the following may apply to your travel: (1) the ticket may not be refundable but can be exchanged for a fee for another restricted fare ticket meeting all the rules/restrictions of the original ticket (including the payment of any difference in fares); (2) a fee may apply for changing/canceling reservations; or (3) select tickets may not be eligible for refunds or changes even for a fee; (4) select tickets have no residual value and cannot be applied towards the purchase of future travel; or (5) travel may be restricted to specific flights and/ or times and a minimum and/or maximum stay may be required. United reserves the right to refuse carriage to any person who has acquired a ticket in violation of any United tariffs, rules, or regulations, or in violation of any applicable national, federal, state, or local law, order, regulation, or ordinance. Notwithstanding the foregoing, you are entitled to a full refund if you cancel a ticket purchased at least a week prior to departure within 24 hours of purchase. Notice of Boarding Times - For Domestic flights, customers must be at the boarding gate at least 15 minutes prior to scheduled departure. For International flights, customers must be at the boarding gate at least 30 minutes prior to scheduled departure. The time limits provided by United in this Notice are minimum time requirements. Customer 4/5

58 Case BLS Doc Filed 01/11/19 Page 7 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation DVPKS3 and baggage processing times may differ from airport to airport. Please visit united.com for information regarding airport-specific boarding times. It is the customer s responsibility to arrive at the airport with enough time to complete check-in, baggage, and security screening processes within these minimum time limits. Please be sure to check flight information monitors for the correct boarding gate and the departure time of your flight. Failure to be at the boarding gate by the required time could result in the loss of your seat without compensation, regardless of whether you are already checked in or have a confirmed seat and boarding pass. Advice to International Passengers on Carrier Liability - Passengers on a journey involving an ultimate destination or a stop in a country other than the country of departure are advised that international treaties known as the Montreal Convention, or its predecessor, the Warsaw Convention, including its amendments, may apply to the entire journey, including any portion thereof within a country. For such passengers, the treaty, including contracts of carriage embodied in applicable tariffs, governs, and may limit the liability of the Carrier in respect of death or injury to passengers, and for destruction or loss of, or damage to, baggage, and for delay of passengers and baggage. Notice - Overbooking of Flights - Airline flights may be overbooked, and there is a slight chance that a seat will not be available on a flight for which a person has a confirmed reservation. If the flight is overbooked, no one will be denied a seat until airline personnel first ask for volunteers willing to give up their reservation in exchange for compensation of the airline s choosing. If there are not enough volunteers, the airline will deny boarding to other persons in accordance with its particular boarding priority. With few exceptions, including failure to comply with the carrier s check-in deadlines, which are available upon request from the air carrier, persons, denied boarding involuntarily are entitled to compensation. The complete rules for the payment of compensation and each airline s boarding priorities are available at all airport ticket counters and boarding locations. Some airlines do not apply these consumer protections to travel from some foreign countries, although other consumer protections may be available. Check with your airline or your travel agent. Thank you for choosing United Airlines united.com Legal Notices. Privacy Policy Copyright 2018 United Airlines, Inc. All rights reserved. For assistance, please contact United Airlines via telephone or via /5

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63 Case BLS Doc Filed 01/11/19 Page 12 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation BK25RZ Steve Swoboda <swoboda@spotx.tv> eticket Itinerary and Receipt for Confirmation BK25RZ 1 message United Airlines, Inc. <unitedairlines@united.com> To: SWOBODA@spotx.tv Fri, Aug 24, 2018 at 10:44 AM Receipt for confirmation number BK25RZ Issue Date: August 24, 2018 United logo link to home page Confirmation: BK25RZ Check-In > TRAVELER INFORMATION Traveler eticket Number Frequent FlyerNumber Seats SWOBODA/STEVENB UA-XXXXX923 Premier Gold / *G 11C/10C FLIGHT INFORMATION Day, Date Flight ClassDeparture City and Time Arrival City and Time Aircraft Meal Wed, 03OCT18 UA303 S Thu, 04OCT18 UA2416W DENVER, CO (DEN) 10:15 AM NEW YORK, NY (LGA - LAGUARDIA) 4:00 PM NEW YORK, NY DENVER, CO (LGA - LAGUARDIA) 6:29 PM (DEN) 8:54 PM Purchase A-320 Purchase FARE INFORMATION Fare Breakdown Form of Payment: AMERICAN EXPRESS Airfare: US Last Four Digits 4004 U.S. Transportation Tax: U.S. Flight Segment Tax: 8.20 September 11th Security Fee: U.S. Passenger Facility Charge: 9.00 Per Person Total: US eticket Total: US The airfare you paid on this itinerary totals: USD The taxes, fees, and surcharges paid total: USD Fare Rules: Additional charges may apply for changes in addition to any fare rules listed. 1/5

64 Case BLS Doc Filed 01/11/19 Page 13 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation BK25RZ NONREF/0VALUAFTDPT/CHGFEE Cancel reservations before the scheduled departure time or TICKET HAS NO VALUE. Baggage allowance and charges for this itinerary. Origin and destination for checked baggage Baggage fees are per traveler 1 st bag 2 nd bag 10/3/2018 Denver, CO (DEN) to New York, NY (LGA - LaGuardia) 10/4/2018 New York, NY (LGA - LaGuardia) to Denver, CO (DEN) Maximum weight and dimensions per piece of baggage Max wt / dim per piece 0.00 USD 0.00 USD 0.00 USD 0.00 USD 70.0lbs (32.0kg) in (157.0cm) 70.0lbs (32.0kg) in (157.0cm) Baggage check-in must occur with United or United Express, and United MileagePlus Premier Gold membership must be valid at time of check-in to qualify for any applicable waiver of service charges for checked bags (within specified size and weight limits). Changes to the fare type purchased could result in increased baggage service charges. Based on your itinerary and selected cabin, service charges may be waived for one or more checked bags. See below for the charges for your 1st and 2nd checked bags. For additional baggage service charge information, select the additional and other bag fees box below. MileagePlus Accrual Details SWOBODA/STEVENB Date Flight From/To Award Miles PQM PQS PQD 10/3/ Denver, CO (DEN)-New York, NY (LGA - LaGuardia) /4/ New York, NY (LGA - LaGuardia)-Denver, CO (DEN) Award Miles PQM PQS PQD Stevenb's MileagePlus Accrual totals: Important Information about MileagePlus Earning Accruals vary based on the terms and conditions of the traveler s frequent flyer program, the traveler s frequent flyer status and the itinerary selected. United MileagePlus mileage accrual is subject to the rules of the MileagePlus program Once travel has started, accruals will no longer display. You can view your MileagePlus account for posted accrual You can earn up to 75,000 award miles per ticket. The 75,000 award miles cap may be applied to your posted flight activity in an order different than shown PQD are a Premier status requirement for members in the U.S. only. Accrual is only displayed for MileagePlus members who choose to accrue to their MileagePlus account. 2/5

65 Case BLS Doc Filed 01/11/19 Page 14 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation BK25RZ eticket Reminders Check-in Requirement - Bags must be checked and boarding passes obtained at least 30 minutes prior to scheduled departure. Baggage will not be accepted and advance seat assignments may be cancelled if this condition is not met. EXCEPTION: When departing from Anchorage, Atlanta, Austin, Baltimore, Chicago, Cincinnati, Cleveland, Dallas/Ft. Worth, Denver, Detroit, Fort Lauderdale, Greenville-Spartanburg, Guam, Honolulu, Houston, Indianapolis, Jacksonville, Kona, Las Vegas, Los Angeles, Maui, Miami, New York (LGA), Newark, Orange County (SNA), Orlando, Philadelphia, Phoenix, Pittsburgh, Raleigh/Durham, Reno, San Diego, San Francisco, San Juan, PR (60 minutes), Savannah, Seattle, St. Louis, St. Thomas, U.S. Virgin Islands (60 minutes), Tampa, Washington, DC (both IAD and DCA), the check in requirement time for Passengers and Bags is 45 minutes except where noted. Boarding Requirement - Passengers must be prepared to board at the departure gate with their boarding pass at least 15 minutes prior to scheduled departure. Failure to meet the Boarding Requirements may result in cancellation of reservations, denied boarding, removal of checked baggage from the aircraft and loss of eligibility for denied boarding compensation. Bring your boarding pass or this eticket Receipt along with photo identification to the airport. The FAA now restricts carry-on baggage to one bag plus one personal item (purse, briefcase, laptop computer, etc.) per passenger. The fare rules for your ticket may restrict your carry-on baggage allowance even further. For up to the minute flight information, sign-up for our Flight Status Updates or call ; in Spanish If flight segments are not flown in order, your reservation will be cancelled. Rebooking will be subject to the fare rules governing your ticket. For the most current status of your reservation, go to our Flight Status page. Your eticket is non transferable and valid for 1 year from the issue date unless otherwise noted in the fare rules. Data Protection Notice Your personal data will be processed in accordance with the applicable carriers privacy policy and if your booking is made via a reservation system provider ("GDS"), with its privacy policy. These are available at or from the carrier or GDS directly. You should read this documentation, which applies to your booking and specifies, for example, how your personal data is collected, stored, used, disclosed and transferred Customer Care Contact Information We welcome your compliments, comments or complaints regarding United or a United travel experience. You may contact us using our Customer Care form 3/5

66 Case BLS Doc Filed 01/11/19 Page 15 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation BK25RZ Hazardous materials Federal law forbids the carriage of hazardous materials on board aircraft in your luggage or on your person. A violation can result in five years imprisonment and penalties of $250,000 or more (49 U.S.C. 5124). Hazardous materials include explosives, compressed gases, flammable liquids and solids, oxidizers, poisons, corrosives and radioactive materials. Common examples of hazardous materials/dangerous goods include spare or loose lithium batteries, fireworks, strike-anywhere matches, aerosols, pesticides, bleach and corrosive materials. Additional information can be found on: united.com restricted items page FAA website Pack Safe page TSA website Prohibited Items page Refunds Within 24 Hours When you book and ticket a reservation through united.com, the United mobile app, the United Customer Contact Center, at our ticket counters or city ticket offices, or if you use MileagePlus miles to book an award ticket, we will allow you to cancel the ticketed reservation without penalty and receive a 100 percent refund of the ticket price to the original form of payment if you cancel the reservation within 24 hours of purchase and if the reservation is made one week or more prior to scheduled flight departure. IMPORTANT CONSUMER NOTICES Notice of Baggage Liability Limitations - For domestic travel between points within the United States (except for domestic portions of international journeys), United s liability for loss of, damage to, or delay in delivery of a customer s checked baggage is limited to $3,500 per ticketed customer unless a higher value is declared in advance and additional charges are paid (not applicable to wheelchairs or other assistive devices). For such travel, United assumes no liability for high value, fragile, perishable, or otherwise excluded items; excess valuation may not be declared on certain types of valuable articles. Further information may be obtained from the carrier. For international travel governed by the Warsaw Convention (including the domestic portions of the trip), maximum liability is approximately 640 USD per bag for checked baggage, and 400 USD per passenger for unchecked baggage. For international travel governed by the Montreal Convention (including the domestic portions of the trip), maximum liability is 1,131 SDRs per passenger for baggage, whether checked or unchecked. For baggage lost, delayed, or damaged in connection with domestic travel, United requires that customers provide preliminary notice within 24 hours after arrival of the flight on which the baggage was or was to be transported and submit a written claim within 45 days of the flight. For baggage damaged or delayed in connection with most international travel (including domestic portions of international journeys), the Montreal Convention and United require customers to provide carriers written notice as follows: (a) for damaged baggage, within seven days from the date of receipt of the damaged baggage; (b) for delayed baggage, within 21 days from the date the baggage should have been returned to the customer. Please refer to Rule 28 of United s Contract of Carriage for important information relating to baggage and other limitations of liability. Notice of Incorporated Terms - Transportation is subject to the terms and conditions of United s Contract of Carriage, which are incorporated herein by reference. Incorporated terms may include, but are not limited to: 1. Limits on liability for personal injury or death of the customer, and for loss, damage, or delay of goods and baggage, including high value, fragile, perishable, or otherwise excluded items. 2. Claims restrictions, including time periods within which customers must file a claim or bring an action against the carrier. 3. Rights of the carrier to change 4/5

67 Case BLS Doc Filed 01/11/19 Page 16 of 18 10/19/2018 SpotX Mail - eticket Itinerary and Receipt for Confirmation BK25RZ terms of the contract. 4. Rules about reconfirmation of reservations, check-in times, and refusal to carry. 5. Rights of the carrier and limits on liability for delay or failure to perform service, including schedule changes, substitution of an alternate air carrier or aircraft, and rerouting. The full text of United s Contract of Carriage is available at united.com or you may request a copy at any United ticket counter. Passengers have the right, upon request at any location where United s tickets are sold within the United States, to receive free of charge by mail or other delivery service the full text of United s Contract of Carriage. Notice of Certain Terms - If you have purchased a restricted ticket, depending on the rules applicable to the fare paid, one or more restrictions including, but not limited to, the following may apply to your travel: (1) the ticket may not be refundable but can be exchanged for a fee for another restricted fare ticket meeting all the rules/restrictions of the original ticket (including the payment of any difference in fares); (2) a fee may apply for changing/canceling reservations; or (3) select tickets may not be eligible for refunds or changes even for a fee; (4) select tickets have no residual value and cannot be applied towards the purchase of future travel; or (5) travel may be restricted to specific flights and/ or times and a minimum and/or maximum stay may be required. United reserves the right to refuse carriage to any person who has acquired a ticket in violation of any United tariffs, rules, or regulations, or in violation of any applicable national, federal, state, or local law, order, regulation, or ordinance. Notwithstanding the foregoing, you are entitled to a full refund if you cancel a ticket purchased at least a week prior to departure within 24 hours of purchase. Notice of Boarding Times - For Domestic flights, customers must be at the boarding gate at least 15 minutes prior to scheduled departure. For International flights, customers must be at the boarding gate at least 30 minutes prior to scheduled departure. The time limits provided by United in this Notice are minimum time requirements. Customer and baggage processing times may differ from airport to airport. Please visit united.com for information regarding airport-specific boarding times. It is the customer s responsibility to arrive at the airport with enough time to complete check-in, baggage, and security screening processes within these minimum time limits. Please be sure to check flight information monitors for the correct boarding gate and the departure time of your flight. Failure to be at the boarding gate by the required time could result in the loss of your seat without compensation, regardless of whether you are already checked in or have a confirmed seat and boarding pass. Advice to International Passengers on Carrier Liability - Passengers on a journey involving an ultimate destination or a stop in a country other than the country of departure are advised that international treaties known as the Montreal Convention, or its predecessor, the Warsaw Convention, including its amendments, may apply to the entire journey, including any portion thereof within a country. For such passengers, the treaty, including contracts of carriage embodied in applicable tariffs, governs, and may limit the liability of the Carrier in respect of death or injury to passengers, and for destruction or loss of, or damage to, baggage, and for delay of passengers and baggage. Notice - Overbooking of Flights - Airline flights may be overbooked, and there is a slight chance that a seat will not be available on a flight for which a person has a confirmed reservation. If the flight is overbooked, no one will be denied a seat until airline personnel first ask for volunteers willing to give up their reservation in exchange for compensation of the airline s choosing. If there are not enough volunteers, the airline will deny boarding to other persons in accordance with its particular boarding priority. With few exceptions, including failure to comply with the carrier s check-in deadlines, which are available upon request from the air carrier, persons, denied boarding involuntarily are entitled to compensation. The complete rules for the payment of compensation and each airline s boarding priorities are available at all airport ticket counters and boarding locations. Some airlines do not apply these consumer protections to travel from some foreign countries, although other consumer protections may be available. Check with your airline or your travel agent. Thank you for choosing United Airlines united.com Legal Notices. Privacy Policy Copyright 2018 United Airlines, Inc. All rights reserved. For assistance, please contact United Airlines via telephone or via /5

68 Case BLS Active Doc Media Services, Filed 01/11/19 Inc. Page 17 of 18 1 Blue Hill Plaza, Pearl River NY United States Phone: Fax: Courtyard New York Manhattan/Fifth Avenue Confirmation Arrangments made by: Phone: Julie Roseto SpotXchange Travel Arrangments for Steve Swoboda Arrival Date Oct 03, 2018 Departure Date Number of Rooms 1 Number of Nights 1 Oct 04, 2018 Confirmation # Room Type Bedding Type Smoking Guest Room Queen Non Smoking Courtyard New York Manhattan/Fifth Avenue 3 East 40th St. New York NY United States Phone: Fax: Rate break down: Currency: USD Nightly Rate: # of Nights: 1 Gross: All meals, drinks, and incidentals are not included and are the responsibility of the guest upon checkout payable directly to the hotel. This reservation is non-refundable/non-changeable. Active Media Services, Inc. dba Active International is registered with the State of Florida as a Seller of Travel. Registration No ST40180 Prepared By: Renee Swann RSwann@activeinternational.com Guest Copy /28/2018 Page 1 of 1

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