Case MFW Doc 686 Filed 05/31/16 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 686 Filed 05/31/16 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SFX ENTERTAINMENT, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Hearing Date: June 22, 2016 at 11:30 a.m. Objection Deadline: June 15, 2016 at 4:00 p.m. MOTION OF THE DEBTORS FOR ENTRY OF AN ORDER (I) AUTHORIZING REJECTION OF BEATPORT S LA LEASE NUNC PRO TUNC; (II) ESTABLISHING DEADLINE FOR FILING REJECTION DAMAGES CLAIM; AND (III) ABANDONING CERTAIN PERSONAL PROPERTY The above-captioned debtors and debtors-in-possession (collectively, the Debtors ) hereby move the Court (the Motion ) pursuant to sections 365(a) and 554 of title 11 of the United States Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code ) and Rule 6006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) for entry of an order, substantially in the form annexed hereto: (a) authorizing the rejection of an executory nonresidential real property lease between Beatport, LLC ( Beatport ) and LA Studios Operating Company, LLC ( LA Studios ), nunc pro tunc to the date hereof, May 31, 2016 (the Rejection Date ), (b) establishing a deadline for LA Studios to file its rejection damage claim, 1 The Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q-Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX- Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Debtors business address is 902 Broadway, 15 th Floor, New York, NY

2 Case MFW Doc 686 Filed 05/31/16 Page 2 of 9 (c) abandoning remaining personal property left on the Premises (defined herein), and (d) providing any additional relief required in order to effectuate the foregoing. In support of this Motion, the Debtors respectfully state as follows: Status of the Case 1. On February 1, 2016 (the Petition Date ), the Debtors commenced these cases (the Chapter 11 Cases ) by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. 2. The Debtors have continued in possession of their properties and are operating and managing their businesses as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. No request has been made for the appointment of a trustee or examiner. 4. On February 12, 2016, an official committee of unsecured creditors was appointed in these Chapter 11 Cases (the Committee ) [Docket No. 99]. 5. On May 3, 2016, this Court entered the Order Extending the Time within which the Debtors May Assume, Assume and Assign, or Reject Unexpired Nonresidential Real Property Leases [Docket No. 544]. Pursuant to the order, the Debtors have until August 29, 2016 to decide to assume, assume and assign, or reject nonresidential real property leases, including the LA Lease (defined herein). Jurisdiction, Venue, and Statutory Predicates 6. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and Venue is proper in this district pursuant to 28 U.S.C and This matter is core within the meaning of 28 U.S.C. 157(b)(2). 7. The statutory predicates for the relief sought herein are sections 365(a) and 554 of the Bankruptcy Code and Bankruptcy Rule

3 Case MFW Doc 686 Filed 05/31/16 Page 3 of 9 Background A. General Background 8. The Debtors along with their non-debtor affiliates (collectively, SFX ) are a leading producer of live events and digital entertainment content focused exclusively on electronic music culture. The Debtors commenced material operations in 2012 with the intent of acquiring and operating companies within the electronic dance music ( EDM ) industry, specifically those engaged in the promotion and production of live music events, festivals and digital offerings attractive to EDM fans in the United States and abroad. Over the next three years, the Debtors acquired a number of leading EDM brands, such as TomorrowWorld, Beatport, Mysteryland, Sensation and Electric Zoo, and expanded operations worldwide. 9. Today, the Debtors are actively engaged in the production and promotion of EDM festivals and events both domestically and abroad. In addition, Debtors manage large, event-driven nightclubs that serve as venues for performances by key electronic music talent. 10. The Debtors and their 120 non-debtor subsidiaries operate a business that spans the globe, with operations in over 30 countries. The Debtors constitute substantially all of the domestic companies comprising SFX s business as well as select foreign subsidiaries. 11. A detailed factual background of the Debtors business and operations, as well as the events precipitating the commencement of these Chapter 11 Cases, is more fully set forth in the Declaration of Michael Katzenstein in Support of the Debtors Chapter 11 Petitions and Requests for First Day Relief [Docket No. 13], which was filed on the Petition Date and incorporated herein by reference. B. LA Lease 12. Beatport entered into that certain Office Tower Lease, dated June 22, 2012 (as may be amended or otherwise supplemented, the LA Lease ) with LA Studios. Pursuant to the LA Lease, Beatport occupies a portion of the first floor of an office building located at 1201 W. Fifth Street, Los Angeles, CA (the Premises ). The LA Lease expires on January 31,

4 Case MFW Doc 686 Filed 05/31/16 Page 4 of On May 31, 2016, Beatport surrendered the Premises to LA Studios; Beatport returned the keys and informed LA Studios of its intent to reject the LA Lease immediately. Beatport no longer operates out of the Premises. Relief Requested 14. By this Motion, the Debtors respectfully request entry of an order, substantially in the form annexed hereto, authorizing and approving the rejection of the LA Lease, nunc pro tunc to the Rejection Date. 15. The Debtors further request that the Court grant them the authority to abandon any remaining personal property remaining on the Premises, as the value of such personal property does not justify the costs of appraising, marketing and selling such property. Basis for Relief Requested A. Rejection of the LA Lease Is a Valid Exercise of the Debtors Sound Business Judgment 16. Section 365(a) of the Bankruptcy Code provides that a debtor-in-possession, subject to the court s approval, may assume or reject an executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a). Rejection of an executory contract is appropriate where, in the exercise of the debtor s sound business judgment, the debtor determines that rejection of the contract would benefit the estate. See Sharon Steel Corp. v. Nat l Fuel Gas Distribution Corp. (In re Sharon Steel Corp.), 872 F.2d 36, 40 (3d Cir. 1989). 17. The assumption or rejection of an executory contract or unexpired lease is subject to review under the business judgment standard. If a debtor has exercised reasonable business judgment, the court should approve the proposed assumption or rejection. See In re Mkt. Square Inn, Inc., 978 F.2d 116, 121 (3d Cir. 1992) (the resolution of [the] issue of assumption or rejection will be a matter of business judgment by the bankruptcy court ); Comput. Sales Int l, Inc. v. Fed. Mogul (In re Fed. Mogul Global, Inc.), 293 B.R. 124, 126 (Bankr. D. Del. 2003) 4

5 Case MFW Doc 686 Filed 05/31/16 Page 5 of 9 (explaining that under the business judgment standard, a court should defer to a debtor s contract rejection, unless that decision is the product of bad faith or a gross abuse of discretion ). Debtors are given significant discretion when requesting to assume or reject an executory contract. Stanziale v. Nachtomi (In re Tower Air, Inc.), 416 F.3d 229, 238 (3d Cir. 2005). Specifically, there is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company. Gantler v. Stephens, 965 A.2d 695, (Del. 2009). 18. Beatport no longer operates its business from the LA office and has vacated the Premises. The Debtors believe that potentially accruing administrative expenses on account of the LA Lease will not offer any additional value to the Debtors estates and, hence, immediate rejection of the LA Lease is appropriate to relieve the burden on the estates. Rejection of the LA Lease is necessary to avoid any possible ongoing obligation on the part of Beatport to pay for rent for the Premises, which Beatport no longer occupies and for which Beatport has no current or anticipated use. The LA Lease therefore does not provide economic value or benefit to the Debtors. 19. In view of the foregoing, the Debtors determination to reject the LA Lease is the result of sound business judgment and should be approved by this Court pursuant to section 365(a) of the Bankruptcy Code. The Debtors therefore seek an Order of this Court approving the rejection of the LA Lease effective as of the Rejection Date. B. Nunc Pro Tunc Rejection Is Appropriate 20. To avoid potentially incurring unnecessary administrative expenses relating to the LA Lease, the Debtors seek to reject the LA Lease nunc pro tunc to the Rejection Date. Several courts have allowed the retroactive rejection of an executory contract or unexpired lease under 5

6 Case MFW Doc 686 Filed 05/31/16 Page 6 of 9 section 365(a) of the Bankruptcy Code. See Republic Underwriters Ins. Co. v. DBSI Republic, LLC (In re DBSI, Inc.), 409 B.R. 720, 734 (Bankr. D. Del. 2009) (holding that a bankruptcy court may enter a lease rejection order with an effective date earlier than the date the order is entered); In re Chi-Chi s, Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004) (using court s equitable powers to determine whether to allow retroactive rejection of leases and subleases); In re Fleming Cos. Inc., 304 B.R. 85, 96 (Bankr. D. Del. 2003) (permitting rejection nunc pro tunc to the date of the motion). 21. In the instant matter, nunc pro tunc rejection of the LA Lease to the Rejection Date is proper. The LA Lease provides no ongoing benefit to the Debtors estates. Beatport has vacated the Premises and returned the keys to LA Studios. The Debtors acknowledge that they will not have the right to withdraw the Motion prior to the hearing on the Motion. Although the Committee has not yet indicated its assent to the relief requested herein, the Debtors expect to have such assent at or prior to the hearing. The Debtors submit that nunc pro tunc relief is appropriate in order to preclude any argument from LA Studios that administrative obligations have accrued. C. Abandonment 22. As noted above, Beatport vacated the Premises on May 31, Property that Beatport owns, which include desks, equipment, and furnishings (collectively, the Property ), remain on the Premises. Section 554(a) empowers a debtor, after notice and hearing, [to] abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate. 11 U.S.C. 554(a). Section 554 of the Code serves the purpose of expeditious and equitable distribution by permitting the trustee to abandon property that consumes the resources and drains the income of the estate. In re Smith-Douglas, Inc., 856 F.2d 12, 16 (4th Cir. 1981). 6

7 Case MFW Doc 686 Filed 05/31/16 Page 7 of The Debtors believe that the cost they would incur in order to retrieve the Property exceeds the liquidation value of the Property. Furthermore, the Debtors do not believe that the market value of the Property is such that efforts to appraise, market and sell the Property would augment the value of the estates, and in all likelihood would deplete the value of their estates. None of the Property is needed by Beatport in the continuing wind down of its operations in Los Angeles and is deemed by the Debtors to have no material value to the Debtors estates. Accordingly, the Debtors seek to abandon the Property to LA Studios. 24. The Debtors submit that notice of the Motion on the parties to the service list should be deemed adequate and sufficient notice, and that the Court waive the requirement that the Debtors service notice on all creditors. The Debtors submit that service on the entire creditor matrix, which includes thousands of the parties, would be very costly and inefficient. The service on the below-listed notice parties is reasonably calculated to provide timely and adequate notice of the abandonment of the Property to all parties that may have an interest in the Property. Notably, the DIP Lenders and the Ad Hoc Group have consented to Beatport abandoning the Property to LA Studios. Request for Deadline to File Rejection Damage Proofs of Claim 25. The Debtors also request that the Court require LA Studios to file any rejection damage proofs of claim no later than thirty-five (35) days after entry of an order granting the relief requested in this Motion (the Rejection Bar Date ). The Debtors propose to provide notice of the Rejection Bar Date to LA Studios by serving a copy of the entered Order within five (5) days after such entry, along with a Proof of Claim Form approved in these Chapter 11 Cases. Consent to Jurisdiction 26. Pursuant to Rule (f) of the Local Rules of Bankruptcy Practice and 7

8 Case MFW Doc 686 Filed 05/31/16 Page 8 of 9 Procedure of the United States Bankruptcy Court for the District of Delaware, the Debtors consent to the entry of a final judgment or order with respect to this Motion if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment absent consent of the parties. Notice 27. Notice of this Motion has been given to the following parties or, in lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the DIP Lenders and to the Ad Hoc Group; (c) counsel to the Committee; (d) those parties requesting notice pursuant to Bankruptcy Rule 2002; and (e) LA Studios. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. No Prior Request 28. No prior request for the relief sought in this Motion has been made to this or any other court. Conclusion WHEREFORE, the Debtors respectfully request that this Court enter an order granting the relief requested herein and granting such other and further relief as is just and proper. Dated: May 31, 2016 GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware Telephone: (302) Facsimile: (302) melorod@gtlaw.com -and- 8

9 Case MFW Doc 686 Filed 05/31/16 Page 9 of 9 Nancy A. Mitchell (admitted pro hac vice) Maria J. DiConza (admitted pro hac vice) Nathan A. Haynes (admitted pro hac vice) Greenberg Traurig, LLP MetLife Building 200 Park Avenue New York, NY Telephone: (212) Facsimile: (212) mitchelln@gtlaw.com diconzam@gtlaw.com haynesn@gtlaw.com Counsel for the Debtors and Debtors-in-Possession 9

10 Case MFW Doc Filed 05/31/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SFX ENTERTAINMENT, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Hearing Date: June 22, 2016 at 11:30 a.m. Objection Deadline: June 15, 2016 at 4:00 p.m. NOTICE OF MOTION PLEASE TAKE NOTICE that the above-captioned debtors and debtors-in-possession (collectively, the Debtors ) filed the Motion of the Debtors for Entry of an Order (I) Authorizing Rejection of Beatport s LA Lease Nunc Pro Tunc; (II) Establishing Deadline for Filing Rejection Damages Claim; and (III) Abandoning Certain Personal Property (the Motion ) with the United States Bankruptcy Court for the District of Delaware (the Court ). PLEASE TAKE FURTHER NOTICE that any response or objection to the relief sought in the Motion must be filed with the Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware on or before JUNE 15, 2016, AT 4:00 P.M. PREVAILING EASTERN TIME. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) the Debtors, 902 Broadway, 15th Floor, New York, NY (Attn: Michael Katzenstein); (ii) the Debtors counsel, (a) Greenberg Traurig, LLP, The Nemours Building, 1007 North Orange Street, Suite 1200, Wilmington, DE (Attn: Dennis Meloro, Esq.) and (b) Greenberg Traurig, LLP, The Metlife Building, 200 Park Avenue, 1 The Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q- Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX-Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Debtors business address is 902 Broadway, 15 th Floor, New York, NY

11 Case MFW Doc Filed 05/31/16 Page 2 of 3 38th Floor, New York, NY (Attn: Nathan A. Haynes, Esq.); (iii) counsel for the DIP Lenders, (a) Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, NY (Attn: Kristopher M. Hansen, Esq., Jonathan D. Canfield, Esq., and Elizabeth Taveras, Esq.) and (b) Young Conaway Stargatt & Taylor, LLP, 1000 N. King Street, Wilmington, DE (Attn: Matthew Lunn, Esq. and Robert Poppiti, Esq.); (iv) the Office of the U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE (Attn: Hannah McCollum, Esq.); and (v) counsel to the Official Committee of Unsecured Creditors, (a) Pachulski Stang Ziehl & Jones LLP, 150 California Street, 15th Floor, San Francisco, CA (Attn: Debra I. Grassgreen, Esq. and Joshua M. Fried, Esq.) and (b) Pachulski Stang Ziehl & Jones LLP, 919 N. Market Street, 17th Floor, Wilmington, DE (Attn: Bradford J. Sandler, Esq. and Colin R. Robinson, Esq.). PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE RELIEF SOUGHT IN THE MOTION WILL BE HELD ON JUNE 22, 2016 AT 11:30 A.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE MARY F. WALRATH AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM NO. 4, WILMINGTON, DELAWARE Dated: May 31, 2016 GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware Telephone: (302) Facsimile: (302) melorod@gtlaw.com -and- 2

12 Case MFW Doc Filed 05/31/16 Page 3 of 3 Nancy A. Mitchell (admitted pro hac vice) Maria J. DiConza (admitted pro hac vice) Nathan A. Haynes (admitted pro hac vice) Greenberg Traurig, LLP MetLife Building 200 Park Avenue New York, NY Telephone: Facsimile: mitchelln@gtlaw.com diconzam@gtlaw.com haynesn@gtlaw.com Counsel for the Debtors and Debtors-in- Possession 3

13 Case MFW Doc Filed 05/31/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SFX ENTERTAINMENT, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Ref. Docket No. ORDER (I) AUTHORIZING REJECTION OF BEATPORT S LA LEASE NUNC PRO TUNC; (II) ESTABLISHING A DEADLINE FOR FILING REJECTION DAMAGES CLAIM; AND (III) ABANDONING CERTAIN PERSONAL PROPERTY Upon the motion, dated May 31, 2016 (the Motion ) 2 filed by the above-captioned debtors and debtors-in-possession (collectively, the Debtors ) seeking entry of an order pursuant to sections 365 and 554 of the Bankruptcy Code: (a) authorizing the rejection of the LA Lease, nunc pro tunc as of the filing of the Motion, (b) establishing a deadline for LA Studios to file its rejection damage claim, (c) abandoning remaining personal property left on the Premises, and (d) providing any additional relief required in order to effectuate the foregoing; and it appearing that this Court has jurisdiction to consider the Motion pursuant to 28 U.S.C The Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q-Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX-Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Debtors business address is 902 Broadway, 15 th Floor, New York, NY Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

14 Case MFW Doc Filed 05/31/16 Page 2 of 3 and 1334; and it appearing that venue of these Chapter 11 Cases and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having determined that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors, and other parties-in-interest; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and after due deliberation thereon; and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. The LA Lease is hereby rejected, effective nunc pro tunc to May 31, All proofs of claim related to the LA Lease shall be filed within thirty-five (35) days of entry of this Order (the Rejection Bar Date ) and any untimely filed proof of claim related to the LA Lease may not be treated as a claim for purposes of voting and distribution. 4. All personal property remaining on the Premises (the Property ) is hereby deemed abandoned to LA Studios. 5. Bankruptcy Rule 6007 is deemed satisfied by service of the Motion on the following parties or, in lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the DIP Lenders and to the Ad Hoc Group; (c) counsel to the Committee; (d) those parties requesting notice pursuant to Bankruptcy Rule 2002; and (e) LA Studios. 6. The Debtors shall provide notice of the Rejection Bar Date to LA Studios by serving by first-class mail, postage pre-paid, a copy of this Order within five (5) days after entry of this Order, along with a copy of the Proof of Claim Form. 2

15 Case MFW Doc Filed 05/31/16 Page 3 of 3 7. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 8. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 9. This Court shall retain jurisdiction with respect to all matters arising from or relating to the interpretation or implementation of this Order. Dated: June, 2016 HONORABLE MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 3