Case KG Doc 146 Filed 04/27/18 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Debtors.

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1 Case KG Doc 146 Filed 04/27/18 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: VER TECHNOLOGIES HOLDCO LLC, et al., 1 Debtors. Case No (KG) (Jointly Administered) DECLARATION OF VINCENT DUNDEE III IN SUPPORT OF FTF PARTIES RESPONSES TO CERTAIN MOTIONS FILED BY THE DEBTORS I, Vincent Dundee III, hereby declare under penalty of perjury as follows: 1. I am an owner of New FTF, Inc. ( FTF ), REVV Property, LLC ( REVV ), Ruberta Property, LLC ( Ruberta ), FAAST Leasing San Francisco, LLC ( FAAST SF ), FAAST Leasing San Diego, LLC ( FAAST SD ), FAAST Leasing Louisiana, LLC ( FAAST LA ), FAAST Leasing Texas, LLC ( FAAST TX ), FAAST Leasing Florida, LLC ( FAAST FL ), FAAST Leasing Arizona, LLC ( FAAST AZ ), FAAST Leasing Tennessee, LLC ( FAAST TN ), and FAAST Leasing Georgia, LLC ( FAAST GA and, together with the foregoing, the FTF Parties ), and a former member of the board of directors of VER Technologies HoldCo LLC ( VER HoldCo and, together with its debtor affiliates, the Debtors ), the debtors and debtors in possession in the above-captioned, jointly administered bankruptcy cases (collectively, the Bankruptcy Cases ). 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: VER Technologies HoldCo LLC (7239); CPV Europe Investments LLC (2533); FAAST Leasing California, LLC (7857); Full Throttle Films, LLC (0487); Maxwell Bay Holdings LLC (3433); Revolution Display, LLC (6711); VER Finco, LLC (5625); VER Technologies LLC (7501); and VER Technologies MidCO LLC (7482). The location of the Debtors service address is: 757 West California Avenue, Building 4, Glendale, California 91203

2 Case KG Doc 146 Filed 04/27/18 Page 2 of 5 2. I am authorized to submit and I make this declaration (the Declaration ) on behalf of the FTF Parties in connection with the contemporaneously-filed responses of the FTF Parties to the following motions filed by the Debtors: a. Motion For Entry Of Interim And Final Orders (I) Authorizing The Debtors To Pay Certain Prepetition Claims Of Certain Foreign Vendors, Shippers, Lien Claimants, And 503(b)(9) Claimants; And (II) Granting Related Relief (the Foreign Vendors Motion ) [D.I. 10]; b. Motion For Entry Of Interim And Final Orders (I) Authorizing The Debtors To Pay Certain Prepetition Claims Of Critical Vendors; And (II) Granting Related Relief (the Critical Vendors Motion ) [D.I. 14]; and c. Motion For Entry Of An Orders (I) Authorizing And Approving Procedures To Reject Or Assume Executory Contracts And Unexpired Leases; And (II) Granting Related Relief (the Assumption/Rejection Procedures Motion ) [D.I. 92]. 3. Except as otherwise noted herein, I have personal knowledge of the facts set forth in this Declaration and, if called as a witness, I could and would competently testify thereto. 4. In 1983, my brother, Scott Dundee, and I (collectively, the Dundees ) established a small audio and video equipment rental company in California called Full Throttle Films, Inc. (d/b/a Video Equipment Rentals), the predecessor to the Debtors. 5. Over the three decades that followed, VER grew through careful expansion and strategic acquisitions to meet the ever-expanding and increasingly-sophisticated demands of their clientele, and, above all else, through the provision of unsurpassed service and support. Ultimately, VER became a world leader in the audio and video equipment rental industry providing world-class products and services to thousands of customers globally, including some of the world s largest entertainers and production companies, and generating hundreds of millions of dollars in revenue annually. 6. In early 2014, VER entered into negotiations with L Catterton (f/k/a Catterton Partners) ( Catterton ) regarding Catterton s potential acquisition of VER. Thereafter, Catterton - 2 -

3 Case KG Doc 146 Filed 04/27/18 Page 3 of 5 conducted expansive and thorough due diligence with the assistance of numerous legal and financial professionals over a period of nearly ten (10) months. Ultimately, VER and Catterton reached an agreement for Catterton to acquire VER through a multi-step process. In sum, the transaction took the form of a corporate restructuring through which the Debtors were formed to mirror the preexisting operational structure of VER and the purchase of the equity in a yetto-be-formed holding company (the Transaction ). The holding company was ultimately named Video Equipment Rentals Holding, LLC, which is presently known as VER HoldCo. The Transaction culminated with the execution of a Unit Purchase Agreement (the UPA ) in December 2014, through which an affiliate of Catterton, CP-VER Holdings Inc., acquired approximately 92% of the equity interests in VER HoldCo from VER and the Dundees. At the time of the Transaction, VER was a profitable, vibrant, well-known company that was a worldwide force in the video equipment rental business with annual EBITDA in excess of $100,000, The Transaction provided for all existing debts of VER to be paid in full, which occurred at or prior to closing, and Catterton arranged for new financing for the acquisition. As consideration, the Dundees received cash and less than 10 percent of the equity in VER HoldCo. In addition, to provide extra working capital for VER HoldCo, I agreed to defer $30,000,000 of the purchase price by accepting an unsecured note with a maturity date in December The note presently has an unpaid principal balance of approximately $18,750,000. I also agreed to defer another $50,000,000 of the purchase price by accepting payment of the $50,000,000, plus interest, upon the occurrence of a subsequent capital event, including, without limitation, the sale of VER HoldCo. This obligation is described in the UPA as preferred units in VER HoldCo. 8. Additionally, in association with the Transaction, REVV, Ruberta, FAAST SF, FAAST SD, FAAST LA, FAAST TX, FAAST FL, FAAST AZ, FAAST TN, and FAAST GA (collectively, the Lessors ), entities owned and/or controlled by me, entered into a series of triple-net lease agreements (collectively, the Leases ) with one or more of the Debtors for the use and occupancy of certain improved parcels of commercial real property (collectively, the - 3 -

4 Case KG Doc 146 Filed 04/27/18 Page 4 of 5 Leased Premises ) owned by the Lessors and located throughout the United States. A true and accurate list of the Leased Premises is attached hereto as Exhibit A, and is incorporated herein by reference. The Debtors continue to use and occupy the Leased Premises in the operation of their business. 9. Following the consummation of the Transaction, I served in an advisory role and as a member of the board of directors of VER HoldCo. Despite that role, the new owners and operators sought little, if any, input from me, and over time increasingly excluded me from board discussions depriving me of information about the Debtors and their operations. As a result, I felt that I had no choice but to resign from the board of directors of VER HoldCo. 10. After the closing of the Transaction, Catterton assumed control of the operations of the Debtors and installed a new management team. Based on, among other things, information made available to me as a board member, it is my understanding that immediately after the close, Catterton shifted away from the traditionally measured and profitable growth of VER, and took actions to alter the pre-transaction operations of the Debtors/VER. Against my advice, the Debtors began paying Catterton s affiliates millions of dollars in fees for various activities, aggressively expanded into new, less profitable kinds of equipment, and enlarged the products and services offered by the Debtors. To facilitate the growth, it is my understanding that the Debtors hired new employees to staff the newly-created divisions and incurred additional debt to acquire approximately $238,000,000 in new rental equipment. The Debtors also expanded into markets that placed them in competition with clients of the Debtors/VER, which I have been informed negatively impacted these relationships and, in some instances, resulted in their termination. 11. Based on discussions with current and former employees and my experience as a member of the board of VER HoldCo, the strategy pursued and management team installed by Catterton also caused discord amongst the Debtors employees and management, which I believe further contributed to the operational difficulties experienced by the Debtors following the - 4 -

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6 Case KG Doc Filed 04/27/18 Page 1 of 2 Exhibit A -6-

7 Case KG Doc Filed 04/27/18 Page 2 of 2 List of Leases Between Debtors and FTF Parties Location 5426 San Fernando Rd. Glendale, CA and 4860 San Fernando Rd. Glendale, CA Vine Street Glendale, CA E. Grand Avenue So. San Francisco, CA Cudahy Place San Diego, CA Lausat Street Metairie, LA Hurd Drive Irving, TX Cypress Lake Dr. Orlando, FL S. 32 nd Street Phoenix, AZ Old Hickory Blvd. Nashville, TN Nancy Hanks Drive Norcross, GA Lessor REVV Property, LLC Ruberta Property, LLC Ruberta Property, LLC FAAST Leasing San Francisco, LLC FAAST Leasing San Diego, LLC FAAST Leasing Louisiana, LLC FAAST Leasing Texas, LLC FAAST Leasing Florida, LLC FAAST Leasing Arizona, LLC FAAST Leasing Tennessee, LLC FAAST Leasing Georgia, LLC -7-