smb Doc 302 Filed 08/08/16 Entered 08/08/16 17:33:25 Main Document Pg 1 of 18

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1 Pg 1 of 18 Hearing Date: August 23, 2016 at 10:00 a.m. (prevailing Eastern Time) Objection Deadline: August 16, 2016 at 4:00 p.m. (prevailing Eastern Time) Matthew A. Feldman Paul V. Shalhoub Andrew S. Mordkoff WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York Telephone: (212) Facsimile: (212) Counsel for the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : Chapter 11 : AOG Entertainment, Inc., et al., 1 : Case No (SMB) : Debtors. : (Jointly Administered) x NOTICE OF DEBTORS MOTION FOR ORDER UNDER SECTION 365(A) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 6006 AND LOCAL BANKRUPTCY RULE AUTHORIZING REJECTION OF CERTAIN AGREEMENTS WITH SIMON ROBERT FULLER NUNC PRO TUNC TO THE PETITION DATE PLEASE TAKE NOTICE that a hearing (the Hearing ) will be held before the Honorable Stuart M. Bernstein of the United States Bankruptcy Court for the Southern District of New York on August 23, 2016 at 10:00 a.m. (prevailing Eastern Time), or as soon thereafter as counsel may be heard, in Courtroom 723 at the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ), One Bowling Green, New York, New York 10004, to consider the annexed motion (the Motion ) of the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ) for an order authorizing 1 A list of the Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number is attached as Schedule 1 to the Declaration of Peter Hurwitz, President of Certain Debtors, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 3] and at The Debtors executive headquarters are located at 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA

2 Pg 2 of 18 the Debtors to reject certain agreements between Debtor 19 Entertainment Limited and Simon Robert Fuller, effective nunc pro tunc to the Petition Date (as defined in the Motion). PLEASE TAKE FURTHER NOTICE that responses or objections, if any, to the Motion must be made in writing, state with particularity the grounds therefor, conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York, be filed electronically in text searchable portable document format (PDF) with the Bankruptcy Court in accordance with General Order M-399 (General Order M-399 can be found at the official website for the Bankruptcy Court), by registered users of the Bankruptcy Court s case filing system and by all other parties in interest (with a hard-copy delivered directly to the Judge s Chambers), and be served in accordance with General Order M- 399 and upon: (a) AOG Entertainment, Inc., 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA (Attn: Peter Hurwitz); (b) counsel for the Debtors, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY (Attn: Matthew A. Feldman, Esq., Paul V. Shalhoub, Esq. and Andrew S. Mordkoff, Esq.); (c) counsel to the ad hoc group of lenders party to the Debtors prepetition first lien secured credit agreement, Klee, Tuchin, Bogdanoff & Stern LLP, 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA (Attn: Lee R. Bogdanoff, Esq. and David A. Fidler, Esq.); (d) counsel to Crestview Media Investors, L.P., as lender under the Debtors prepetition first and second lien secured credit agreements, Quinn Emanuel Urquhart & Sullivan, LLP, 865 S. Figueroa Street, 10th Floor, Los Angeles, CA (Attn: Eric Winston, Esq.); (d) counsel to the Official Committee of Unsecured Creditors, Sheppard Mullin Richter & Hampton LLP, 30 Rockefeller Plaza, New York, NY (Attn: Craig Wolfe, Esq., Malani Cademartori, Esq. and Jason R. Alderson, Esq.); and (f) the Office of the United States Trustee, 201 Varick Street, Suite 1006, New York, - 2 -

3 Pg 3 of 18 NY (Attn: Richard C. Morrissey, Esq.), so as to be received no later than 4:00 p.m. (prevailing Eastern Time) on August 16, 2016 (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if no responses or objections are received by the Objection Deadline, the relief may be granted as requested in the Motion without further notice or a hearing. PLEASE TAKE FURTHER NOTICE that you need not appear at the Hearing if you do not object to the relief requested in the Motion. PLEASE TAKE FURTHER NOTICE that the Hearing may be continued or adjourned from time to time without further notice other than an announcement of the adjourned date or dates at the Hearing or at a later hearing. Dated: August 8, 2016 New York, New York WILLKIE FARR & GALLAGHER LLP Counsel for the Debtors and Debtors in Possession By: /s/ Matthew A. Feldman Matthew A. Feldman Paul V. Shalhoub Andrew S. Mordkoff 787 Seventh Avenue New York, New York Telephone: (212) Facsimile: (212)

4 Pg 4 of 18 Matthew A. Feldman Paul V. Shalhoub Andrew S. Mordkoff WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York Telephone: (212) Facsimile: (212) Counsel for the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : Chapter 11 : AOG Entertainment, Inc., et al., 1 : Case No (SMB) : Debtors. : (Jointly Administered) x DEBTORS MOTION FOR ORDER UNDER SECTION 365(A) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 6006 AND LOCAL BANKRUPTCY RULE AUTHORIZING REJECTION OF CERTAIN AGREEMENTS WITH SIMON ROBERT FULLER NUNC PRO TUNC TO THE PETITION DATE TO: THE HONORABLE STUART M. BERNSTEIN, UNITED STATES BANKRUPTCY JUDGE The debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ) hereby move (the Motion ) for entry of an order, pursuant to section 365(a) of title 11 of the United States Code (the Bankruptcy Code ), Rule 6006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rule of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules ), authorizing the 1 A list of the Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number is attached as Schedule 1 to the Declaration of Peter Hurwitz, President of Certain Debtors, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 3] and at The Debtors executive headquarters are located at 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA

5 Pg 5 of 18 Debtors to reject (i) that certain Consultancy Deed, dated as of January 13, 2010, between Debtor 19 Entertainment Limited and Simon Robert Fuller (the Fuller Consultancy Deed ) and (ii) that certain Compromise Agreement, dated as of January 13, 2010, between Debtor 19 Entertainment Limited and Simon Robert Fuller (the Compromise Agreement and together with the Fuller Consultancy Deed, the Fuller Agreements ), effective nunc pro tunc to the Petition Date (as defined herein). In support of the Motion, the Debtors rely upon and incorporate by reference the Declaration of Peter Hurwitz, President of Certain Debtors, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 3] (the First Day Declaration ), which was filed with the Court on the Petition Date. In further support of the Motion, the Debtors, by and through their undersigned counsel, respectfully represent: JURISDICTION 1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue of these cases and this Motion in this district is proper pursuant to 28 U.S.C and The statutory predicate for the relief requested herein is section 365(a) of the Bankruptcy Code, as supplemented by Bankruptcy Rule 6006 and Local Bankruptcy Rule BACKGROUND A. General Background 2. On April 28, 2016 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are continuing in the possession of their respective properties and the management of their respective businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. These chapter 11 cases have been consolidated for procedural purposes only

6 Pg 6 of On May 17, 2016, an official committee of unsecured creditors (the Committee ) was appointed in these cases. As of the date hereof, no trustee or examiner has been appointed in any of the Debtors cases. 4. The events leading up to the Petition Date are set forth in the First Day Declaration. 5. As more fully described in the First Day Declaration, the Debtors businesses focus on the production and commercial exploitation of various television programs, the most famous of which are the IDOLS shows, including American Idol, Superstar, Nouvelle Star and over fifty (50) other franchises around the world (collectively, IDOLS ) and So You Think You Can Dance, which is principally produced in the United States, but also has several formats around the world ( SYTYCD and together with IDOLS, the Programs ) Entertainment Limited ( 19 Entertainment ), one of the Debtors in these chapter 11 cases, and its subsidiaries lead the recording, touring and artist management businesses of Debtor CORE Media Group Inc. ( CORE Media Group ). Together with its subsidiaries and certain partners, 19 Entertainment is responsible for the development and production of the Programs. 19 Entertainment s subsidiaries also have long-term recording agreements with certain former American Idol contestants and continue to manage a number of American Idol winners and finalists. B. The Fuller Agreements 7. CORE Media Group s predecessor acquired 19 Entertainment from Simon Robert Fuller in After the acquisition, Mr. Fuller served as a director of certain of the Debtors and Chief Executive Officer of 19 Entertainment. Mr. Fuller also acted as executive producer, supervised the creative direction, and oversaw the commercial exploitation of the - 3 -

7 Pg 7 of 18 IDOLS (including American Idol and other versions) and SYTYCD television formats, and the internet project If I Can Dream, on behalf of 19 Entertainment. Mr. Fuller left CORE Media Group and 19 Entertainment in On January 13, 2010, in connection with Mr. Fuller s departure from 19 Entertainment, Mr. Fuller and 19 Entertainment entered into a series of agreements, among other things, securing Mr. Fuller s long-term creative services as a consultant. To that end, Mr. Fuller and Debtor 19 Entertainment entered into the Fuller Consultancy Deed. 2 The Fuller Consultancy Deed engaged Mr. Fuller to provide services to 19 Entertainment, including executive producer services, in respect of the Programs and made him responsible for, among other things, supervising the creative execution and subsequent exploitation of those Programs and projects, consistent with Mr. Fuller s previous employment with 19 Entertainment. Mr. Fuller also was obligated to provide strategic advice in relation to the business of CORE Media Group, 19 Entertainment and certain of their affiliates. In consideration for providing these services, Mr. Fuller received, among other things, a 10% profit share from each of the Programs for the life of the Programs as long as Mr. Fuller continued to provide consulting services with respect to such Programs. Mr. Fuller also retained certain creative controls over the Programs under the terms of the Fuller Consultancy Deed. C. Proceedings Related to the Fuller Agreements 9. On April 11, 2016 less than three weeks before the Debtors commenced these chapter 11 cases Mr. Fuller served a statutory demand on 19 2 Mr. Fuller and Debtor 19 Entertainment also entered into the Compromise Agreement, which set forth the terms relating to the termination of Mr. Fuller s employment and, among other things, the waiver of claims among the parties arising out of Mr. Fuller s employment and termination. While the Debtors do not believe Mr. Fuller has any claims against the Debtors under the Compromise Agreement, and indeed Mr. Fuller has not asserted any claims with respect to the Compromise Agreement in his filed proof of claim, the Debtors are seeking to reject the Compromise Agreement out of an abundance of caution

8 Pg 8 of 18 Entertainment 3 pursuant to section 123(1)(a) of Great Britain s Insolvency Act 1986 (the Statutory Demand ). The Statutory Demand alleged that 19 Entertainment was obligated, and failed, to pay Mr. Fuller $2,949,000 on March 31, 2016, pursuant to the Fuller Consultancy Deed. The Statutory Demand further alleged that if 19 Entertainment failed to pay Mr. Fuller by May 1, 2016, Mr. Fuller was entitled to present a winding up petition in the United Kingdom requesting an order that 19 Entertainment be wound up, placing it into compulsory liquidation under the laws of England and Wales, which could have led to a sale and realization of all of the assets of 19 Entertainment to satisfy the claims of its creditors, including Mr. Fuller. 10. Faced with this reality, the Debtors took all precautions necessary to prevent Mr. Fuller s actions to distract the Debtors attention and resources away from its chapter 11 reorganization efforts or to jeopardize valuable assets held by 19 Entertainment. To that end, on April 29, 2016, in conjunction with its chapter 11 filing in the United States, Debtor 19 Entertainment made an application to the High Court of Justice, Chancery Division, Companies Court of England and Wales (the U.K. Court ) seeking recognition of its chapter 11 case as a foreign main proceeding in accordance with Article 17 of Schedule 1 to the Cross- Border Insolvency Regulations 2006 (the Model Law ). On April 29, 2016, the U.K. Court entered an order recognizing 19 Entertainment s chapter 11 case as a foreign main proceeding, and concluding that 19 Entertainment, and each of its directors, is a foreign representative as defined in Article 2 of the Model Law. Notice of the U.K. Court s recognition order was filed in these cases on May 2, 2016 [Docket No. 45]. 11. Since the Petition Date, Mr. Fuller has been an active participant in these cases. On May 3, 2016, counsel to Mr. Fuller filed a notice of appearance in these chapter Entertainment is incorporated in the United Kingdom, yet has its center of main interests in the United States

9 Pg 9 of 18 cases [Docket No. 48]. Subsequently, Mr. Fuller sought, unsuccessfully, to become a part of the Committee, 4 and on August 2, 2016, filed a motion 5 seeking authority to conduct a 2004 examination of the Debtors and certain of their non-debtor affiliates. On August 3, 2016, Mr. Fuller filed a proof of claim against 19 Entertainment. RELIEF REQUESTED 12. By this Motion, the Debtors seek entry of an order, substantially in the form annexed hereto as Exhibit A, pursuant to section 365(a) of the Bankruptcy Code, authorizing the Debtors to reject the Fuller Agreements as of the Petition Date. 6 BASIS FOR RELIEF A. Rejection of the Fuller Agreements Constitutes a Sound Exercise of the Debtors Reasonable Business Judgment. 13. Section 365(a) of the Bankruptcy Code provides, in pertinent part, that a debtor in possession, subject to the court s approval, may assume or reject any executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a). The purpose behind allowing the assumption or rejection of executory contracts is to permit the trustee or debtor-in-possession to use valuable property of the estate and to renounce title to and abandon burdensome property. In re Orion Pictures Corp., 4 F.3d 1095, 1098 (2d Cir. 1993); see also In re Ames Dept. Stores, Inc., 306 B.R. 43, (Bankr. S.D.N.Y. 2004) ( The ability to reject provides the trustee or debtor-in-possession with the means to relieve the estate of the duty to perform on 4 It is the Debtors understanding that Mr. Fuller has been in constant contact with the Committee throughout the course of these chapter 11 cases. 5 See Ex Parte Motion for Order Authorizing Simon Robert Fuller to (A) Conduct a 2004 Examination of AOG Entertainment, Inc. and Its Debtor and Non-Debtor Affiliates, and (B) Seek Related Document Production [Docket No. 286]. 6 The Debtors reserve their right to contend that the Consultancy Deed constitutes an employment agreement and that Mr. Fuller s claims thereunder are subject to section 502(b)(7) of the Bankruptcy Code

10 Pg 10 of 18 burdensome obligations at the expense of all of the estate s other creditors, and to avoid the incurrence of additional administrative expenses which lack a corresponding benefit to the estate. ). 14. The standard applied to determine whether the rejection of an executory contract or unexpired lease should be authorized is the business judgment standard. See In re Old Carco LLC, 470 B.R. 688, 703 (S.D.N.Y. 2012) (business judgment standard applies when a Bankruptcy Court approves a debtor s assumption or rejection of a contract ); In re Delta Airlines, Inc., 359 B.R. 468, 476 (Bankr. S.D.N.Y. 2006) ( By case law the standard for deciding a motion to reject an executory contract under Section 365(a) is the business judgment rule[.] ); In re Enron Corp., No. 01 B (AJG), 2006 WL , at *4 (Bankr. S.D.N.Y. Mar. 24, 2006) ( In determining whether to approve a [debtor s] decision to reject such lease or contract, a court applies the business judgment test which is met if the rejection is beneficial to the estate. ); In re Ames, 306 B.R. at 51. The business judgment standard requires a court to approve a debtor s business decision unless that decision is the product of bad faith, whim, or caprice. See, e.g., Westbury Real Estate Ventures, Inc. v. Bradlees, Inc. (In re Bradlees Stores, Inc.), 194 B.R. 555, 558 n.1 (Bankr. S.D.N.Y. 1996). Courts defer to a debtor s business judgment in rejecting an executory contract or unexpired lease, and they generally will not second-guess a debtor s business judgment concerning assumption or rejection. See In re MF Global Holdings Ltd., 466 B.R. 239, 242 (Bankr. S.D.N.Y. 2012); In re Balco Equities Ltd., Inc., 323 B.R. 85, 98 (Bankr. S.D.N.Y. 2005). 15. Rejection of an executory contract or an unexpired lease is appropriate where such rejection is beneficial to the debtors estates. See, e.g., In re Orion Pictures, 4 F.3d at ; In re Stable Mews Assocs., Inc., 41 B.R. 594, 596 (Bankr. S.D.N.Y. 1984). Upon - 7 -

11 Pg 11 of 18 finding that a debtor has exercised its sound business judgment, courts regularly approve a request to reject under section 365(a) of the Bankruptcy Code. See NLRB v. Bildisco & Bildisco, 465 U.S. 513, 523 (1984) (recognizing the business judgment standard used to approve rejection of executory contracts); In re Penn Traffic Co., 524 F.3d 373, 383 (2d Cir. 2008) (same); see also Delta, 359 B.R. at 476 (business judgment rule basically means that if [rejection] makes sense for the debtor in the judgment of management, the motion to reject will be granted ); Balco Equities, 323 B.R. at 98 ( A court should defer to a debtor's decision that rejection of a contract would be advantageous unless the decision is so unreasonable that it could not be based on sound business judgment, but only on bad faith or whim. ) (quoting In re Sundial Asphalt Co., 147 B.R. 72, 84 (Bankr. E.D.N.Y. 1992)). 16. The Debtors believe that rejection of the Fuller Agreements is well within the Debtors business judgment and is in the best interest of their estates. Absent rejection, the Fuller Agreements may impose significant ongoing obligations that have no benefit to the Debtors estates that constitute an unnecessary drain on the Debtors resources compared to any benefits associated therewith. Specifically, the Fuller Consultancy Deed requires payment by 19 Entertainment to Mr. Fuller of a 10% profit share realized from the Programs per year for any year in which Mr. Fuller provides executive producer services. The recent decline in the Debtors businesses, coupled with the recent conclusion of American Idol on American broadcast television, has caused the Fuller Consultancy Deed to become more burdensome then beneficial. The Debtors relationship with Mr. Fuller has similarly deteriorated, evidenced in part by Mr. Fuller s expressed willingness to commence a winding up proceeding against 19 Entertainment less than four months ago as well as Mr. Fuller s recent tactic in seeking to conduct a 2004 examination of the Debtors and certain of their non-debtor affiliates

12 Pg 12 of 18 Furthermore, the Debtors strongly dispute (and have disputed for a long time) the total amount that Mr. Fuller asserts he is owed under the Fuller Consultancy Deed in connection with the Programs. 17. Accordingly, the Debtors submit that the immediate rejection of the Fuller Agreements is in the best interests of their estates and respectfully submit that rejecting the Fuller Agreements effective as of the Petition Date is appropriate under the circumstances and reflects the Debtors sound business judgment. B. Deeming Rejection of the Fuller Agreements Nunc Pro Tunc to the Petition Date Is Appropriate. 18. The Debtors respectfully submit that it is appropriate for the Court to deem the Debtors rejection of the Fuller Agreements effective nunc pro tunc to the Petition Date. 19. Section 365 of the Bankruptcy Code does not address whether the Court may order rejection to be applied retroactively. Courts have held, however, that a bankruptcy court may, in its discretion, authorize rejection retroactively to a date prior to entry of an order authorizing such rejection where the balance of equities favors such relief. See, e.g., BP Energy Co. v. Bethlehem Steel Corp., No. 02 Civ (NRB), 2002 WL , at *3 (S.D.N.Y. Nov. 15, 2002) ( [W]e cannot conclude... that a bankruptcy court s assignment of a retroactive rejection date falls outside of its authority when the balance of the equities favors this solution. ); In re Jamesway Corp., 179 B.R. 33, 38 (S.D.N.Y. 1995); see also Thinking Mach. Corp. v. Mellon Fin. Serv. Corp. #1 (In re Thinking Mach. Corp.), 67 F.3d 1021, 1028 (1st Cir. 1995); Pacific Shores Dev., LLC v. At Home Corp. (In re At Home Corp.), 392 F.3d 1064, 1071 (9th Cir. 2004) ( We therefore hold that a bankruptcy court, in exercising its equitable powers under 11 U.S.C. 105(a), may approve the retroactive rejection of a nonresidential lease when - 9 -

13 Pg 13 of 18 necessary or appropriate to carry out the provisions of 365(d). ); In re Chi-Chi s, Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004) ( Moreover, the court s power to grant retroactive relief is derived from the bankruptcy court s equitable powers so long as it promotes the purposes of 365(a). ). 20. Courts in this district have authorized the retroactive rejection of executory contracts and unexpired leases. See, e.g. In re Jamesway Corp., 179 B.R. at 38 ( [A] court can, where appropriate, approve rejection retroactively. ); see also In re Doral Fin. Corp., Case No (SCC) (Bankr. S.D.N.Y. Apr. 1, 2015) [Docket No. 70] (authorizing the rejection of certain contracts nunc pro tunc to the petition date); In re Sbarro LLC, Case No (MG) (Bankr. S.D.N.Y. Apr. 8, 2014) [Docket No. 141] (authorizing the rejection of certain unexpired non-residential real property leases nunc pro tunc to the petition date); In re Patriot Coal Corp., Case No (SCC) (Bankr. S.D.N.Y. Aug. 10, 2012) [Docket No. 405] (authorizing the rejection of service agreements and an equipment lease nunc pro tunc to the date the rejection motion was filed); In re Eastman Kodak Co., Case No (ALG) (Bankr. S.D.N.Y. July 3, 2012) [Docket No. 1580] (authorizing rejection of various executory contracts as of various dates prior to entry of the order); In re Velo Holdings, Inc., Case No (MG) (Bankr. S.D.N.Y. Apr. 23, 2012) [Docket No. 83] (authorizing rejection of employment contracts nunc pro tunc to the petition date). 21. The balance of equities favors the relief requested herein. Without a retroactive date of rejection, Mr. Fuller may attempt to assert administrative expense claims for the Fuller Consultancy Deed an agreement that provides no benefit to the Debtors estates. The Debtors would strongly dispute any such liability for the reasons set forth herein. To be clear, the Debtors have not requested, and Mr. Fuller has not provided, any services to the

14 Pg 14 of 18 Debtors since the Petition Date, and thus, Mr. Fuller will not be prejudiced by the requested retroactive relief. The Debtors have had no need for the services of Mr. Fuller in relation to the Idols platform since April 7, 2016, the air date of the American Idol series finale in the United States. Nor has Mr. Fuller had any involvement in any version of Idol produced outside of the United Sates. Furthermore, since the petition date, Mr. Fuller has not provided any executive producer services to 19 Entertainment pursuant to the Fuller Consultancy Deed in connection with the current season of SYTYCD, which premiered on May 30, This reality coupled with Mr. Fuller s combative tactics throughout these cases and the fact that the Debtors strongly dispute the validity of Mr. Fuller s claims leads to the conclusion that the balance of equities in these chapter 11 cases favors the relief requested herein and therefore, deeming the Debtors rejection of the Fuller Agreements effective nunc pro tunc to the Petition Date is appropriate. NOTICE 22. Notice of this Motion shall be given in accordance with this Court s Order: (A) Establishing Certain Notice, Case Management, and Administrative Procedures and Omnibus Hearing Dates; (B) Authorizing the Debtors to Prepare a Consolidated List of Creditors in Lieu of Mailing Matrix; and (C) Authorizing Debtors to Establish Procedures for Notifying Creditors of Commencement of Cases, dated as of May 27, 2016 [Docket No. 88]. The Debtors submit that no other or further notice need be provided. 23. No previous motion for the relief requested herein has been made to this or to any other court

15 Pg 15 of 18 CONCLUSION WHEREFORE, the Debtors respectfully request the Court enter an order, substantially in the form annexed hereto as Exhibit A, (a) authorizing the rejection of the Fuller Agreements, and (b) granting such other and further relief as the Court may deem just or proper. Dated: August 8, 2016 New York, New York WILLKIE FARR & GALLAGHER LLP Counsel for the Debtors and Debtors in Possession By: /s/ Matthew A. Feldman Matthew A. Feldman Paul V. Shalhoub Andrew S. Mordkoff 787 Seventh Avenue New York, New York Telephone: (212) Facsimile: (212)

16 Pg 16 of 18 EXHIBIT A Proposed Order

17 Pg 17 of 18 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : Chapter 11 : AOG Entertainment, Inc., et al., 1 : Case No (SMB) : Debtors. : (Jointly Administered) x ORDER UNDER SECTION 365(A) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 6006 AND LOCAL BANKRUPTCY RULE AUTHORIZING REJECTION OF CERTAIN AGREEMENTS WITH SIMON ROBERT FULLER NUNC PRO TUNC TO THE PETITION DATE Upon the motion (the Motion ) 2 of the debtors and debtors in possession in the above-captioned cases (the Debtors ) for entry of an order, pursuant to section 365(a) of the Bankruptcy Code, Bankruptcy Rule 6006 and Local Bankruptcy Rule , authorizing the rejection of (i) that certain Consultancy Deed, dated as of January 13, 2010, between Debtor 19 Entertainment Limited and Simon Robert Fuller (the Fuller Consultancy Deed ) and (ii) that certain Compromise Agreement, dated as of January 13, 2010, between Debtor 19 Entertainment Limited and Simon Robert Fuller (the Compromise Agreement and together with the Fuller Consultancy Deed, the Fuller Agreements ), effective nunc pro tunc to the Petition Date; and due and sufficient notice of the Motion having been given; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by this Motion is necessary and is in the best interests of the Debtors, their estates, their creditors, and other parties in interest; and it appearing that the relief requested is beneficial to the continued operation of the 1 A list of the Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number is attached as Schedule 1 to the Declaration of Peter Hurwitz, President of Certain Debtors, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 3] and at The Debtors executive headquarters are located at 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA All capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Motion.

18 Pg 18 of 18 Debtors businesses and the preservation of the value of their assets; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED, that: 1. The Motion is granted to the extent set forth herein. 2. The Fuller Agreements are hereby rejected pursuant to section 365(a) of the Bankruptcy Code effective as of the Petition Date (the Rejection Date ). 3. As of and following the Rejection Date, the Debtors are relieved from any and all payment or performance obligations under the Fuller Agreements; provided, however, that nothing herein shall constitute a determination of claims arising from the rejection of the Fuller Agreements filed with the Court-appointed claims agent in accordance with this Order, in connection with which all rights of the Debtors are reserved in full. 4. The Debtors do not waive any claims they may have against the counterparty to the Fuller Agreements, whether or not such claims arise under, are related to the rejection of, or are independent of the Fuller Agreements. 5. Any proof of claim arising from the rejection of the Fuller Agreements must be filed with the Debtors Court-appointed claims agent by the later of: (a) the claims bar date established in the Debtors chapter 11 cases; or (b) thirty (30) days after the entry of this Order. 6. This Court shall retain jurisdiction to hear and determine all matters related to this Order and the implementation hereof. Dated:, 2016 New York, New York THE HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY JUDGE - 2 -