Case BLS Doc 690 Filed 01/23/19 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case BLS Doc 690 Filed 01/23/19 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re VG LIQUIDATION, INC., et al, Debtors.' Chapter 11 Case No (BLS) (Jointly Administered) Objection Deadline: February 12, 2019 at 4:00p.m, (ET) SEVENTH MONTHLY FEE STATEMENT OF HOGAN LOVELLS US LLP FOR PROFESSIONAL SERVICES AND DISBURSEMENTS AS SPECIAL CORPORATE AND TRANSACTIONAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD DECEMBER THROUGH AND INCLUDING DECEMBER 31, 2018 NAME OF APPLICANT: ROLE IN CASE: DATE OF RETENTION: TIME PERIOD: Hogan Lovells US LLP ( Hogan Lovells ) Special Corporate and Transactional Counsel to the Debtors and Debtors in Possession Order entered July 9, 2018 Authorizing Retention of Hogan hovcws Nunc Pro Tunc to May 10, 2018 (Docket No. 303) December 1, 2018 through and including December 31, 2018 CURRENT APPLICATION: This is a X monthly interim Total Fees Requested: 80% of Fees Requested: Total Expenses Requested: Total Fees and Expenses Requested: _ final application $21, $17, $0.00 $17, The total time expended to prepare this application was approximately 3.0 hours and the corresponding compensation requested will be approximately $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 "Allowance for compensation for such time will be sought in subsequent fee applications /0003-l vl

2 Case BLS Doc 690 Filed 01/23/19 Page 2 of 9 If this is not the first application filed, disclose the following for each prior application: DATE FILED PERIOD COVERED REQUESTED FEES/EXPENSES APPROVED FEES/EXPENSES 7/20/18 D.I /12/18 D.I /25/18 D.I /30/18 D.I /29/19 D.I /20/2018 D.I /10/18-6/30/18 $12,223.80/$26.91 $9,779.04/$26.91 CNO filed 8/10/18 D.I /1/18-7/31/18 $35,110.62/$0.00 $28,088.50/$0.00 CNO filed D.I /1/18-8/31/18 $68,504.40/$!, $54,803.52/$l, CNO filed 10/16/18 D.I /1/18-9/30/18 $7,852.05/$!, $6,281.64/$ 1, CNO filed 11/20/18 D.I /1/18-10/31/18 $17,578.80/$6.25 $14,063.04/$6.25 CNO filed 12/20/18 D.I /1/18-11/30/18 $25,159.50/$12.50 $20,127.60/$12.50 CNO filed 1/10/19 D.I I/ V1

3 Case BLS Doc 690 Filed 01/23/19 Page 3 of 9 Hogan Lovells US LLP VG Liquidation, Inc., et al. Special Corporate and Transactional Counsel to the Debtors and Debtors in Possession Chapter 11 Timekeeper Chart Name of Professional Person Michael C. Williams Drew Cook Position of the Applicant, Area of Expertise, Number of Years in that Position, Year Admitted to Bar. Partner at Hogan & Hartson beginning in Joined the firm in Member of the District of Columbia Bar since Areas of expertise: Corporate. Senior Associate at Hogan Lovells since Joined Hogan Lovells in Member of the New York Bar since Areas of expertise; Corporate, Sean A. Feener Associate at Hogan Lovells since Joined Hogan Lovells in Member of the New York Bar since Areas of expertise: Business Restructuring and Insolvencv. Ronald Cappiello Senior Paralegal. Joined Hogan Lovells in Paralegal since Areas of expertise: Business Restructuring and Insolvency. Hourly Billing Rates Total Hours Total Compensation $ $21, $ $ $ $ $ $1, Total Chapter $24, Sub-total; Less 10% Discount. (S2,412.40) GRAND TOTAL: S21, BLENDED RATE: $ / vl

4 Case BLS Doc 690 Filed 01/23/19 Page 4 of 9 Hogan Lovells US LLP VG Liquidation, Inc., et al. Special Corporate and Transactional Counsel to the Debtors and Debtors in Possession Chapter 11 PROJECT CATEGORY CHART December 1, 2018 through December 31, 2018 Project Category Total Hours Total Fees /Matter Chapter Monthly Fee Statements and Interim/Final Fee 3.90 $1, Applications(Hogan Lovells) 17-Asset Dispositions/363 Sales $22, Sub-Total: $24, Less 10% Discount ($2,412.40) GRAND TOTAL: $21, / I9725V1

5 Case BLS Doc 690 Filed 01/23/19 Page 5 of 9 Hogan Lovells US LLP VG Liquidation, Inc., et al. Special Corporate and Transactional Counsel to the Debtors and Debtors in Possession Chapter 11 Expense Summary December 1, 2018 through December 31, 2018 Expense Category Service Provider (if applicable) Total Expenses N/A $0.00 Grand Total Expenses $ /0003-I V1

6 Case BLS Doc 690 Filed 01/23/19 Page 6 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re VG LIQUIDATION, INC., et al. Debtors. Chapter 11 Case No (BLS) (Jointly Administered) Objection Deadline: February 12, 2019 at 4:00p.m. (ET) SEVENTH MONTHLY FEE STATEMENT OF HOGAN LOVELLS US, LLP FOR PROFESSIONAL SERVICES AND DISBURSEMENTS AS SPECIAL CORPORATE AND TRANSACTIONAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD DECEMBER L 2018 THROUGH AND INCLUDING DECEMBER 31, 2018 Hogan Lovells US LLP ( Hogan Lovells ), as special corporate and transactional counsel to the Debtors and Debtors in Possession (the Debtors ), hereby submits this application (the Fee Statement ) for interim allowance of compensation for professional services rendered by Hogan Lovells to the Debtors for the period December 1, 2018 through and including December 31, 2018 (the Fee Statement Period ) and reimbursement of actual and necessary expenses incurred by Hogan Lovells during the Fee Statement Period, pursuant to sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), the ' 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 l/0003-l68l9725vl

7 Case BLS Doc 690 Filed 01/23/19 Page 7 of 9 United States Trustee s Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. 330, effective January 30, 1996 (the U.S. Trustee Guidelines ) and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 234] (the Compensation Order ).^ In support of this Fee Statement, Hogan Lovells respectfully represents as follows: JURISDICTION 1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue in this district is proper pursuant to 28 U.S.C and HOGAN LOVELLS RETENTION 2. Hogan Lovells has represented the Debtors as corporate and transactional counsel since In the period leading up to the filing of these cases, Hogan Lovells assisted the Debtors with respect to restructuring and recapitalization planning and negotiation of a stalking horse purchase agreement. On June 13, 2018, the Debtors filed Debtors Application for Entry of an Order Under Section 327(e) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules and Authorizing Retention and Employment of Hogan Lovells US LLP as Special Corporate and Transactional Counsel for the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 193] (the Retention Application ). 3. On July 9, 2018, the Court granted the Retention Application pursuant to the Order Under Section 327(e) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules and Authorizing Retention and Employment of Hogan Lovells US ^ Capitalized terms not defined herein are defined in the Compensation Order / V1

8 Case BLS Doc 690 Filed 01/23/19 Page 8 of 9 LLP as Special Corporate and Transactional Counsel for the Debtors Nunc Pro Tunc to the Petition Date. [Docket No. 303]. RELIEF REQUESTED 4. During the Fee Statement Period, Hogan Lovells incurred actual, reasonable, and necessary fees in the amount of $24, For the same period, Hogan Lovells incurred actual, reasonable, and necessary expenses totaling $0.00. Pursuant to the Compensation Order, Hogan Lovells seeks payment of $17,369.28, representing 80% of Hogan Lovells fees for services rendered plus 100% of expenses. As of the date of this Application, Hogan Lovells has received no payment for the fees and expenses requested herein. 5. Attached hereto as Exhibit A are the time records of Hogan Lovells Professionals, which provide a daily summary of the time spent by each Hogan Lovells Professional during the Fee Statement Period organized by matter, including a breakdown of disbursements incurred by Hogan Lovells during the Fee Statement Period. 6. Hogan Lovells charges $. 10 per page for photocopying. 7. Hogan Lovells charges $1.00 per page for outgoing domestic facsimiles and does not charge for incoming facsimiles. 8. In accordance with Local Rule , Hogan Lovells has reduced its request for compensation for non-working travel, if any, to 50% of its normal rate. 9. The undersigned has reviewed the requirements of Local Rule and certifies to the best of his information, knowledge, and belief that this Application complies with that Rule / V1

9 Case BLS Doc 690 Filed 01/23/19 Page 9 of 9 WHEREFORE, Hogan Lovells respectfully requests that this Court: (a) allow Hogan Lovells (i) interim compensation in the amount of $21, for actual, reasonable, and necessary professional services rendered on behalf of the Debtor during the period December 1, 2018 through and including December 31, 2018, and (ii) interim reimbursement in the amount of $0.00 for actual, reasonable, and necessary expenses incurred during the same period; (b) authorize and direct the Debtors to pay to Hogan Lovells the amount of $17, which is equal to the sum of 80% of Hogan Lovells allowed interim compensation for the period ($17,369.28) and 100% of Hogan Lovells allowed expense reimbursement for the period ($0.00); and (c) grant such other and further relief as is just and proper. Dated: January 23, 2019 Washington, DC Respectfully submitted, HOGAN LOVELLS US LLP By: /s/ Michael C. IVilliams Michael C. Williams, Esq. Columbia Square 555 Thirteenth Street, NW Washington, DC Telephone: Facsimile: michael.williams@hoeanlovells.com Special Corporate and Transactional Counsel to the Debtors and Debtors in Possession 5773l/ vl

10 Case BLS Doc Filed 01/23/19 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re VG LIQUIDATION, INC,, et al,' Debtors. Chapter 11 Case No. I8-II120 (BLS) Jointly Administered Obj. Deadline: February 12, 2019 at 4:00 p.m. (ET) Hrg. Date: Only if objections are filed NOTICE OF FEE APPLICATION TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) counsel to lender under the Debtors secured post-petition debtor in possession financing facility; (iv) counsel to Official Committee of Unsecured Creditors; and (v) the Office of the United States Trustee PLEASE TAKE NOTICE that, on January 23, 2019, the Seventh Monthly Fee Statement of Hogan Lovells US LLP for Professional Services and Disbursements as Special Corporate and Transactional Counsel to the Debtors and Debtors in Possession for the Period December I, 2018 Through and Including December 31, 2018 (the Application ), which seeks approval of a monthly fee application for professional services rendered to the Debtors in the amount of $17, (80% of $21,711.60), was filed with the Court. PLEASE TAKE FURTHER NOTICE that, objections, if any, to the Application are required to be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3'' Floor, Wilmington, Delaware 19801, and served on the following, so as to be received no later than 4:00 p.m. on February 12, 2019 (the Objection Deadline ): (i) the Debtors, 1500 Whetstone Way, Suite 200, Baltimore, MD 21230, Attn: Dan Smith; (ii) counsel to the Debtors, Cole Schotz P.C., 300 East Lombard Street, Suite 1450, Baltimore, MD 21202, Attn: Irving E. Walker, Esq. and 500 Delaware Avenue, Suite 1410, Wilmington, DE 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, NY 10019, Attn: Robert M. Hirsh, Esq. and Jordana L. Renert, Esq. and Bayard LLP, 600 N. King Street, Suite 400, Wilmington, DE 19801, Attn: Justin R. Alberto, Esq.; (iv) counsel to the Committee, Cooley LLP, 1114 Avenue of the Americas, 46th Floor, New York, NY 10036, Attn: Seth Van Aalten, Esq. and Michael Klein, Esq. and Whiteford, Taylor & Preston ELC, The Renaissance Centre, Suite 500, 405 North King Street, Wilmington, DE 19801, Attn: Christopher S. Samis, Esq. and L. Katherine Good, Esq.; (v) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, ' 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 / V7

11 Case BLS Doc Filed 01/23/19 Page 2 of 2 Wilmington, DE 19801, Attn: David L. Buchbinder; and (vi) Hogan Lovells US LLP, Columbia Square, 555 Thirteenth Street, NW, Washington, D.C , Attn: Michael C. Williams, Esq. PLEASE TAKE FURTHER NOTICE that, pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 234], if no objections are filed and served in accordance with the above procedures, the Debtors will be authorized to pay 80% of the requested fees and 100% of the requested expenses, without further order of the Court. A HEARING ON THE APPLICATION WILL BE HELD, ONLY IF AN OBJECTION IS TIMELY FILED, OR THE COURT DIRECTS OTHERWISE, BEFORE THE HONORABLE BRENDAN L. SHANNON, U.S. BANKRUPTCY JUDGE, U.S. BANKRUPTCY COURT, 824 NORTH MARKET STREET, 6TH FLOOR, WILMINGTON, DELAWARE 19801, AT A DATE AND TIME TO BE SCHEDULED BY THE COURT. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: January 23, 2019 COLE SCHOTZ P.C Patrick J. Reill^ (No. 4451) G. David Dean (No. 6403) Katherine M. Devanney (No. 6356) 500 Delaware Avenue, Suite 1410 Wilmington, DE Telephone: (302) Facsimile: (302) preilley(@coleschotz.com ddean(@coleschotz.com kdevanney(^coleschotz.com - and - Irving E. Walker 300 E. Lombard Street, Suite 1450 Baltimore, MD Telephone: (410) Facsimile: (410) iwalker@coleschotz.com Counsel for Debtors and Debtors in Possession 57731/ v7

12 Case BLS Doc Filed 01/23/19 Page 1 of 8 Exhibit A

13 Case BLS Doc Filed 01/23/19 Page 2 of 8 Hogan Lovells Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC T F Videology, Inc Date January 18, 2019 Daniel J. Smith, General Counsel Invoice No Whetstone Way Suite 500 Our ref Baltimore, MD Partner Michael C. Williams michael.williams( hoganlovells.com Fed ID ^^ 4704 Bankruptcy Summary Amount USD Professional Services 24,124,00 Less 10% Discount (2,412.40) Total Professional Services 21, Subtotal 21, Total Due 21, Payment Details Electronic payments should be sent to Wells Fargo Bank NA, 420 Montgomery Street San Francisco, CA Account: Hogan Lovells US LLP - Operating Account SWIFT code: WFBIUS5S Account No: ASA i Ho24g For Wire Transfers Only ABA I^^ l220 (For ACM Transfers Only) Check Payment Instructions Regular Mail: Hogan Lovells US LLP P.O. Box Baltimore, MD Overnight Mail Only: Lockbox Services Wells Fargo Bank 7175 Columbia Gateway Drive ATTN: Hogan Lovells US LLP Columbia, MD Payment requested within 30 days from invoice date Hogan Ixjvells US I.LP is a limited liability partnership registered in the District of Columbia. "Hogan Lovells" is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP. with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rio de Janeiro Rome San Francisco Sao Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville.

14 Case BLS Doc Filed 01/23/19 Page 3 of Date Invoice No Our Ref January i8, Period December 31, Disbursements & Total Detail by jurisdiction Professional Services Charges USD Hogan Lovells US LLP 21, , Total 21, , Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. "Hogan lujvells" is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP. with offices in: Alicante Amstertfciiit Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi HopiMinhClty Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rio de Janeiro Roinc San Franciscc Sao Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices; Budapest Jakarta Shanghai FTZ Ulaanbaatar Zagreb, Business Service Centers: Johannesburg Louisville.

15 Case BLS Doc Filed 01/23/19 Page 4 of 8 '3- Videology, Inc Bankruptcy Date Invoice No Our Ref Professional Services January i8, Meetings and Communications with Creditors Date Name 12/10/18 Michael C. Williams 12/11/18 Michael C. Williams 12/11/18 Drew Cook 12/17/18 Michael C. Williams 12/19/18 Michael C. Williams 12/20/18 Michael C. Williams 12/28/18 Michael C. Williams LLP Rate Hours Amount Narrative HLUS , Communications regarding intercompany arrangements (1.0); review correspondence and files regarding same (2.0) HLUS HLUS HLUS HLUS HLUS HLUS , Review correspondence regarding intercompany arrangements and related files (1.8); communications regarding same (.5) Review and existing commercial agreements for intercompany arrangements 2, Review s and other files relating to convertible notes financing (2.6); communications with Cole Schotz and Videology (.4) , Review Group M request and materials in preparation for call (1.0); call with Cole Schotz and Videology team to go over response to creditors' information requests (1.3); review convertible notes and other materials relating to creditors' request (1.2); revise Group M request with proposed responses (.8) , Review materials in response to Group M request (1.5) , Review correspondence regarding creditors' committee requests (.8); review and comment on client responses to creditors' committee requests (1.0); review files for responsive materials and assemble same (4.0);

16 Case BLS Doc Filed 01/23/19 Page 5 of 8-4- Videology, Inc Bankruptcy 02 - Meetings and Communications with Creditors Date Invoice No Our Ref January l8, Date Name LLP Rate Hours Amount Narrative communications with client and Cole Schotz regarding requests and responses (.8) 12/28/18 Drew Cook HLUS Review correspondence from K. Devanney and M. Williams regarding information requests of GroupM and CRG (.3; communications with Videology team regarding financing records (.3) 12/30/18 Michael C. Williams HLUS , Review client materials in response to creditors' committee request (.8); review files regarding requested materials (1.5) Subtotal , Monthly Fee Statements and Interim/Final Fee Applications (Hogan Date Name LLP Rate Hours Amount Narrative 12/12/18 Ronald Cappiello HLUS Review draft November 2018 pro forma billing report and mark edits needed (.3); markup of report to P. Watson- Greene for further processing (.1) 12/13/18 Ronald Cappiello HLUS Review final invoice for November 2018 (.2); Draft Monthly Fee Statement pleading and perform calculations therefor (.5); Submit draft fee statement and invoice to S. Feener for review (.1) 12/17/18 Sean A Feener HLUS Review and revise 6th monthly fee application and send for sign-offf (l.o) 12/17/18 Ronald Cappiello HLUS Review edits processed to draft November 2018 pro forma billing report (.2); Draft Monthly Fee Statement pleading and

17 Case BLS Doc Filed 01/23/19 Page 6 of 8-5- Videology, Inc Bankruptcy Date Invoice No Our Ref January i8, Monthly Fee Statements and Interim/Final Fee Applications (Hogan Date Name 12/20/18 SeanAFeener HLUS LLP Rate Hours Amount Narrative perform calculations (.8); drafts of both documents to S. Feener for review (.1); Review/revise and resubmit drafts to S. Feener (.3) Subtotal Finalize 6th monthly fee statement and send for filing (.3) 1,65750 Total Professional Services Less 10% Discount Total Professional Services Charged USD 24, (2,412.40) USD 21,711.60

18 Case BLS Doc Filed 01/23/19 Page 7 of 8-6- Date January 18, 2019 Videology, Inc Invoice No Our Ref Bankruptcy Summary Timekeeper Name Michael C. Williams Drew Cook Sean A Feener Ronald Cappiello Total Professional Services Less io% Discount Total Professional Services Charged Hours Rate Fees , , USD 24, (2,412.40) USD 21,711.60

19 Case BLS Doc Filed 01/23/19 Page 8 of 8 '7- Videology, Inc Bankruptcy Date Invoice No Our Ref Summary January i8, Task Task Code Description Hours Fees 02 Meetings and Communications with Creditors , Monthly Fee Statements and Interim/Final , Fee Applications (Hogan Total Professional Services USD 24,124.00