Case 19-11739-LSS Doc 132 Filed 08/21/19 Page 1 of...

IN THE UNITED STATES BANK~2UPTCY COURTFOR THE DISTRICT OF DELAWARE

In re:

iPic-Gold Class Entertainment LLC, et al.,l

Debtors.

Chapter 11

Case No. 19-11739 (LSS)

(Jointly Administered)

APPLICATION FOI2 ODDER, PURSUANT TO 11 U.S.C. §§ 327(a) AND 328(a),FED. R. BANKR. ~'. 2014(a) AND DEL. BANKR. L.R. 2014-1 AUTHORIZING

EMPLOYMENT AND RETENTION OF AURORA MANAGEMENT PARTNERS LLCTO PROVIDE TRANSITIONAL FINANCIAL ADVISORY SE~2VICES TO

THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

The above-captioned debtors and debtors in possession (the "Debtors") hereby

submits this application (the "Application") for entry of an order, substantially in the form

attached hereto as Exhibit A pursuant to section 327(a) and 328(a) of the Bankruptcy Code,

Bankruptcy Rule 2014(a) and Local Rule 2014-1 authorizing the retention and employment of

Aurora Management Partners, LLC ("AMP"), to provide transitional financial advisory services

to the Debtors in these chapter 11 cases, nunc pNo tunc to the Petition Date, in accordance with

the terms and conditions set forth in that certain engagement letter, dated as of June 24, 2019 (the

"Engagement Letter"), attached hereto as Exhibit B. In support of this Application, the Debtors

submit the Declaration of David M. Baker (the "Declaration"), attached hereto as Exhibit C. In

further support of this Application, the Debtors respectfully state as follows:

' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identificationnumber, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic GoldClass Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC(1035). The Debtors' principal place of business is 433 Plaza Real, Suite. 335, Boca Raton, FL 33432.

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Case 19-11739-LSS Doc 132 Filed 08/21/19 of 13

Jurisdiction

The United States Bankruptcy Court for the District of Delaware (the

"Court") has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Amended Standing Order of RefeNence fNom the United States DistNict Court fog the DistNict of

Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28

U.S.C. § 157(b)(2), and the Debtors confirm its consent pursuant to Rule 9013-1(~ of the Local

Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the

District of Delaware (the "Local Rules") to the entry of a final order by the Court in connection

with this Motion to the extent that it is later determined that the Court, absent consent of the

parties, cannot enter final orders or judgments in connection herewith consistent with Article III

of the United States Constitution.

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 327(a) and

328(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcv Code"),

Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the ̀ Bankruptcy Rules") and Rules

2014-1 and 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the "Local Rules").

Relief Requested

4. By this Application, the Debtors seek the entry of an order, in substantially

the form attached hereto as Exhibit A, pursuant to section 327(a) and 328(a) of the Bankruptcy

Code, Bankruptcy Rule 2014(a) and Local Rule 2014-1, authorizing the Debtors to employ and

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retain AMP as their financial advisor, nunc pro tunc to the Petition Date, to provide transitional

financial advisory services pursuant to the terms and conditions of the Engagement Letter.

Background

5. On the date hereof (the "Petition Date"), the Debtors commenced these

cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The

Debtors have continued in the possession of their property and have continued to operate and

manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code.

6. No trustee or examiner has been appointed in the Debtors chapter 11

Cases. On August 14, 2019, the Office of the United States Trustee appointed a committee of

unsecured creditors and appointed five (5) members thereto.

7. Amore detailed description of the business and operations of the Debtors,

and the events leading to the commencement of these chapter 11 cases, is provided in the

Declaration of David M. Baker in Support of First Day Motions [Docket No. 4] (the "First Day

Declaration"), filed concurrently herewith and incorporated herein by reference.2

8. Based on the complexities associated with administering chapter 11 cases,

the Debtors have determined that they require the assistance of a Chief Restructuring Officer

("CRO") with the support of additional personnel with specialized experience in bankruptcy and

financial advisory services. The Debtors hired AMP on or about June 24, 2019, to serve as their

financial advisor. A few weeks thereafter, The Debtors' secured lenders informed them that the

2 Capitalized term used but not otherwise defined herein shall have the meanings ascribed to them in the First Day

Declaration.

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secured lenders would only agree to provide additional financing if the Debtors retained a CRO.

Although the Debtors proposed that David Baker of AMP serve as the CRO, this was not

acceptable to the secured lenders. As the Debtors commenced preparation for the filing of their

chapter 11 cases, the Debtors and the secured lenders continued to discuss the appointment of a

CRO acceptable to both parties. Ultimately the parties reached agreement on retention of

William Nolan of FTI Consulting, Inc., as the CRO on the eve of the filing of the Debtors'

chapter 11 cases.

9. Therefore, the Debtors filed their DebtoNs' Motion to Retain FTI

Consztlting, Inc. to (i) Provzde the Debtors a Chief Restructuring Officer and Certain Additional

Personnel and (iz) Designate William J. Nolan as Chief Rest~uctu~ing Offices for the Debtors

Nunc Pao Tunc to the Petition Date [Docket No. 110] (the "CRO Motion") on August 15, 2019.

The CRO Motion seeks to approval of William Nolan as the Debtors' CRO as well as approval

for certain individuals of Mr. Nolan's firm, FTI Consulting, Inc., to provide support services to

the CRO.

10. Because AMP has been working on several projects with the Debtors

since prior to the Petition Date and the proposed CRO has only been in place since August 5,

2019, the Debtors have determined that it is both more cost effective and efficient for AMP

complete the Services below given AMP's familiarity and work performed to date.

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Scope of Services

11. Specifically, AMP will provide various financial advisory services which

may include, but are not necessarily limited to, the following (collectively, the "Services"):3

a. Assisting in the preparation of the Schedules and Statements ofFinancial Affairs for each of the six Debtors;

b. Preparing for and attending the Initial Debtor Interview with theDebtors on August 13, 2019, including preparing the informationrequested by the Office of the United States Trustee in connectiontherewith;

c. Assisting with the preparation of the Debtors' initial and monthlyoperating reports;

d. Assisting with the preparation, reconciliation and development ofthe Debtors' cash flow budget and continuing to work with theDebtors' secured lenders in connection therewith; and

e. Other transitional tasks with which AMP is already familiar orwhich can be more efficiently accomplished by AMP.

12. Subject to this Court's approval of the relief requested in this Application,

AMP is willing to provide the Services to the Debtors. AMP will coordinate with the Debtors'

other retained professionals, including the CRO, to avoid unnecessary duplication of services.

Compensation

13. AMP has agreed to be paid according to the following fee structure:

a. Director/Managing Director/Senior Managing Director/Managing Partner $350 - $650

b. Consultant/Senior Consultant $250 - $350

c. Analysts $175 - $250

3 To the extent that this Application and the terms of the Engagement Letter are inconsistent, the terms of theEngagement Letter shall control.

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d. Administrative $125

14. The Debtors understand that AMP hereafter intends to apply to the Court

for allowances of compensation and reimbursement of expenses in accordance with the

Application, as well as the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules,

the Local Rules and orders of this Court for all services performed and expenses incurred after

the Petition Date.

15. The fee structure is consistent with and typical of compensation

arrangements entered into by AMP and other comparable firms in connection with the rendering

of similar services under similar circumstances.

16. As noted above, AMP has provided prepetition financial and restructuring

services to the Debtors. During the one-year period prior to the commencement of these chapter

11 cases, AMP has received $273,807.99 from the Debtors for services performed and expenses

incurred prior to the Petition Date.

17. Other than as set forth herein or in the Engagement Letter, there is no

proposed arrangement between the Debtors and AMP for compensation to be paid in these

chapter 11 cases. Except as permitted under section 504(b) of the Bankruptcy Code and except

for payments by AMP to its employees, consultants and independent contractors, AMP has no

agreement with any other entity to share any compensation received, nor will any such

agreement be made.

18. AMP is not a creditor of the Debtors' estates, and has been fully paid by

the Debtors for all prepetition services rendered by AMP to the Debtors.

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AMP' Qualifications

19. AMP possesses extensive knowledge and expertise in the areas of

bankruptcy and financial matters relevant to these chapter 11 cases, and is well qualified to

advise the Debtors on such bankruptcy and financial matters. AMP has been retained to provide

financial advisory services in several other chapter 11 cases in this district and other districts

around the country. See, e.g., In re Malibu Lighting Corporation, Case No. 15-12080 (BLS)

(Bankr. D. Del. Nov. 4, 2015). Other sample representations of AMP include: financial advisors

to the debtors in CCI of West Palm (S.D. Fla.), Advanced Vending Systems (E.D. Tenn.),

Summitville Tiles (N.D. Ohio), SKI Chalet (E.D. Va.), Shelby-Skipwith (W.D. Tenn.), Blue

Thunder Auto Transport (N.D. Ga.), and Schirmers LLC (E.D. Va.); and financial advisors to the

creditors' committees in Foss Manufacturing (D.N.H.), Protected Vehicles (D.S.C.), Airnet

Communications (M.D. Fla.), Red Shield Environmental (D. Me.), and Pike Nursery (N.D. Ga.).

20. As explained above, AMP has been providing critical financial advisory

services since June 24, 2019, that were instrumental in the preparation and filing of the chapter

11 cases, including assistance with creating the Debtors' budget for the motion to approve

postpetition funding and use of cash collateral;4 assisting in the preparation of the various "first

4 See Debtors' Motion for Interim and Final Orders: (A) Authorizing Debtors in Possession to (1) Obtain

Postpetition Financing Pursuant to 11 U.S. C. ,¢,¢ 105, 362, 363, and 364, (II) Grant Liens and Superpriority Clairras

to Postpetition Lenders Pursuant to 11 U.S.C. ~'~ 364; (III) Use Cash Collateral, and (IV) Provide Adequate

Protection to Prepetition Credit Parties, (B) Modifying Aattomatic Stay Pursuant to 11 U.S.C. ~',¢ 361, 362, 363, and

364; and (C) Scheduling Finad Hearing Pursuant to Bankruptcy Rules 4001 (b) and (c) and Local Bankruptcy Rarle

X001-2 [Docket No. 15].

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day motions" approved by the Court on August 7, 2019; and providing other necessary financial

advisory services to the Debtors.5

21. In addition to AMP' experience in the reorganization, restructuring and

sales of troubled companies, both in and out of court, AMP has developed an in-depth

understanding of the Debtors' financial history, business operations, and the industry in which

the Debtors operate since its engagement. AMP has therefore accumulated significant in-depth

knowledge regarding the Debtors. Its professionals have worked closely with the Debtors'

management and other professionals and have become well-acquainted with the Debtors'

operations, debt structure, creditors, business, and related matters. Accordingly, AMP has

developed significant relevant experience regarding the Debtors that will assist AMP in

providing effective and efficient services in these chapter 11 cases.

Indemnification

22. Schedule B of Engagement Letter contains standard indemnification

language with respect to AMP's services including, without limitation, an agreement by the

Debtors to indemnify, and hold harmless AMP and its affiliates, and their respective past, present

and future directors, officers, shareholders, partners, members, employees, agents,

representatives, advisors, consultants, analysts, subcontractors and controlling persons. The

Debtors and AMP believe that the indemnification provisions contained in the Engagement

Letter (the "Indemnification Provisions") are customary and reasonable for firms providing

financial advisory services.

5 David M. Baker, the Co-Founder and Managing Partner of AMP is the first day declarant. See Declaration ofDavid M. Baker in Support of the First Day Motions [Docket No. 4]

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23. The provisions contained in the Engagement Letter, viewed in conjunction

with the other terms of AMP' proposed retention, are reasonable in light of the fact that the

Debtors requires AMP' services to successfully navigate its chapter 11 cases. Accordingly, as

part of this Application, the Debtors request that this Court approve the Indemnification

Provisions as set forth in the Engagement Letter and Order.

Disinterestedness of AMP

24. To the best of the Debtor's knowledge and except to the extent disclosed

herein and in the Declaration: (a) AMP is a "disinterested person" within the meaning of

section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code,

and does not hold or represent an interest adverse to the Debtors' estates; and (b) has no

connection to the Debtors, their creditors, or other parties in interest in these cases.

25. AMP will periodically review its files during the pendency of these cases

to ensure that no conflicts or other disqualifying circumstances exist or arise. To the extent that

AMP discovers any new relevant facts or relationships bearing on these matters described herein

during the period of AMP' retention, AMP will promptly file a supplemental declaration as

required by Bankruptcy Rule 2014(a).

Basis for• Relief

26. Section 327(a) of the Bankruptcy Code authorizes a debtor to employ

professionals that "do not hold or represent an interest adverse to the estate, and that are

disinterested persons." 11 U.S.C. § 327(a). As discussed above, AMP satisfies the

disinterestedness standard of section 327(a) of the Bankruptcy Code.

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27. In addition, the Debtors seek approval of the Motion pursuant to

section 328(a) of the Bankruptcy Code, which provides, in relevant part, that the debtor "with the

court's approval, may employ or authorize the employment of a professional person under

section 327 ... on any reasonable terms and conditions of employment, including on a retainer,

on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis ...."

11 U.S.C. § 328(a).

28. Section 328 of the Bankruptcy Code allows the debtor to retain a

professional on a fixed fee or hourly fee basis such as the fee structure provided for in the

Engagement Letter. These fees are intended to reasonably compensate AMP given the nature

and scope of services to be provided pursuant to the Engagement Letter, and are reflective of the

market rate for a financial and restructuring advisory firm with AMP' substantial experience.

Further, the fee structure is consistent with fee structures typically utilized by AMP and other

leading financial and restructuring advisory firms. Accordingly, the Debtors believe that the fee

structure is reasonable and consistent with the requirements of section 328(a) of the Bankruptcy

Code.

29. Moreover, Bankruptcy Rule 2014(a) requires that an application for

retention include:

[S]pecific facts showing the necessity for the employment,

the name of the [firm] to be employed, the reasons for theselection, the professional services to be rendered, anyproposed arrangement for compensation, and, to the best ofthe applicant's knowledge, all of the [firm's] connectionswith the debtor, creditors, any other party in interest, theirrespective attorneys and accountants, the United Statestrustee, or any person employed in the office of the UnitedStates trustee.

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Fed. R. Bankr. P. 2014(a).

30. The Debtors selected AMP as their financial advisor because of AMP'

experience and reputation for providing financial advisory services in complex chapter 11 cases.

In addition, AMP has acquired significant knowledge of the Debtors and their business

operations as a result of the prepetition work performed on behalf of the Debtors. In providing

prepetition services to the Debtors, AMP has worked closely with the Debtors' management and

their other advisors. Accordingly, AMP has developed relevant experience and expertise

regarding the Debtors that will facilitate it in providing effective and efficient services in these

cases.

31. Denial of the Debtors' continued employment of AMP would

disadvantage the Debtors by depriving them of the assistance of qualified financial advisors who

already have substantial experience working with the Debtors. If the Court were to deny the

retention of AMP, the Debtors would be forced to essentially "recreate the wheel" by requiring

the CRO to perform the same transitional services that AMP already is performing, but without

the benefit of AMP's prior knowledge and developed expertise. Because the CRO has only been

providing services since August 5, 2019, Aurora has a greater institutional knowledge of the

Debtors, is already performing transitional financial advisory services on behalf of the Debtors,

and can continue to do so in the most efficient and cost-effective manner possible under the

circumstances. Given the size and complexity of the Debtors' business, replacing AMP would

require the Debtors to commit significant resources for the CRO and his additional personnel to

accomplish the same tasks AMP is currently performing. Accordingly, the retention of AMP is

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critical to the Debtors' prospects for successful chapter 11 cases, and therefore the Court should

grant the relief requested herein.

Notice

32. Notice of this Application shall be provided to the following parties, or

their counsel, if known: (a) the Office of the United States Trustee; (b) counsel for postpetition

and prepetition lenders;. and (c) proposed counsel to the official committee of unsecured creditors

appointed in these chapter 11 cases; and (d) any party that has requested notice pursuant to

Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no

other or further notice need be given.

No Prior Request

33. No prior application for the relief sought herein has been made to this or

any other court.

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WHEREFORE, the Debtors respectfully request that the Court enter an order,

substantially in the form submitted with the Application, (i) authorizing the Debtors to retain and

employ AMP as their financial advisor, nunc pro tunc to the Petition Date, to the Debtors in

these chapter 11 cases and (ii) granting such other and further relief as the Court may deem just

and proper.

Dated: ~~'~:~d~ a .~-~ , 2019 iPic-Gold Class Entertainment, LLC, et aL

Hamid HashemiChief Executive Officer

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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re:

iPic-Gold Class Entertainment, LZ,C, et al.,l

Debtors.

Chapter 11

Case No. 19-11739 (LSS)


Objection Deadline: September 4, 2019 at 4:00 p.m. (ET)Hearing Date: September 11, 2019 at 11:00 a.m. (ET)

NOTICE OF APPLICATION FOR ORDER, PURSUANT TO li U.S.C. §§ 327(A) AND328(A), FED. R. BANKR. P. 2014(A) AND DEL. BANKR. L.R. 2014-1 AUTHORIZINGEMPLOYMENT AND RETENTION OF AURORA MANAGEMENT PARTNERS LLC

TO PROVIDE TRANSITIONAL FINANCIAL ADVISORS SERVICES TO THEDEBTORS NUNC PRO TUNC TO THE PETITION DATE

TO: (a) the Office of the United States Trustee; (b) counsel for postpetition and prepetitionlenders; (c) proposed counsel to the official committee of unsecured creditors appointedin these chapter 11 cases; and (d) any party that has requested notice pursuant toBankruptcy Rule 2002.

PLEASE TAKE 1e10TICE that on August 21, 2019, the above-captioned debtors

and debtors in possession (collectively, the "Debtors"), filed the attached Application foN O~deN,

Pursuant to 11 U.S.C. ~,~ 327(a) and 328(a), Fed. R. Bank. P. 2014(a) and Del. BankN. L.R.

2014-1 Authorizing Employment and Retention of AuNONa Management Partners LLC to PNovide

Transitional Financial Advisory SeNvices to the DebtoNs Nunc Pro Tunc to the Petition Date (the

"Application") with the United States Bankruptcy Court for the District of Delaware, 824 Market

Street, 3rd Floor, Wilmington, Delaware 19801 (the "Bankruptcy Court").

' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification

number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold

Class Holdings LLC (6315); iPic Media LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC

(1035). The Debtors' principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.

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Case 19-11739-LSS Doc 132-1 Filed 08/21/19 Page 1 of 3

PLEASE TAKE FURTHER NOTICE that any response or objection to the

Application must be filed with the Bankruptcy Court on or before September• 4, 2019 at 4:00

p.n1. (astern 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, iPic-Gold Class Entertainment,

LLC, 433 Plaza Real, Suite 335, Boca Raton, FL 33432-3945, Attn: Hamid Hashemi and Paul

Safran, Esa.; (ii) broposed counsel for the Debtors, Pachulski Stang Ziehl &Jones LLP, 919 N.

Market Street, 17th Floor, Wilmington, DE 19801, Attn: Peter J. Keane, Esq.

([email protected]) and Pachulski Stang Ziehl &Jones LLP, 10100 Santa Monica Blvd.,

13th Floor, Los Angeles, CA 90067, Attn: Jeffrey N. Pomerantz, Esq.

([email protected]); (iii) proposed counsel to the committee of unsecured creditors, Cole

Schotz P.C., 500 Delaware Avenue, Suite 1410, Wilmington, DE 19801, Attn: G. David Dean,

Esq. ([email protected]); (iv) counsel for the Debtors' prepetition and postpetition secured

lenders, Burr &Forman LLP, 420 N. 20th Street, Suite 3400, Birmingham, AL 35203, Attn:

Derek F. Meek, Esq. ([email protected]) and Jeffrey T. Baker, Esq. ([email protected]) and Burr

& Forman LLP, 1201 N. Market Street, Suite 1407, Wilmington, DE 19801, Attn: Richard A.

Robinson, Esq. ([email protected]) and J. Cory Falgowski, Esq. ([email protected]); (v)

the Office of the United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington,

DE 19801, Attn: Benjamin A. Hackman, Esq. ([email protected]); and (vi) any

other party that has filed a request for notices with the Court.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

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PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

THE RELIEF SOUGHT IN THE APPLICATION WILL BE HELD ON SEPTEMBER 11,

2019 AT 11:~l0 A.1d~I. (~AS'I'~~1~1 'TIME) BEFORE THE HONORABLE LAURIE SELBER

SILVERSTEIN, UNITED STATES BANKRUPTCY COURT JUDGE, AT THE UNITED

STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH

MARKET STREET, 6TH FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE

19801.

Dated: August 21, 2019 PACHULSKI STANG ZIEHL &JONES LLP

/s/Peter J. Keane

Jeffrey N. Pomerantz (CA Bar No. 143717)Debra I. Grassgreen (CA Bar No. 169978)Peter J. Keane (DE Bar No. 5503)919 N. Market Street, 17th FloorP.O. Box 8705Wilmington, DE 19899 (Courier 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400E-mail: [email protected]

dgrassgreen@pszj law.compkeane@pszj law.com

Proposed Attorneys for DebtoNs and Debtors inPossession

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EXHIBIT A

(Declaration)

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iPic-Gold Class Entertainment LLC, et al.,i

Chapter 11

Case No. 19-11739 (LSS)


DECLAIaA'I'ION OF DAVID M< ~AI~IZ IN SUPPO~2'I' O~ A~'I'I~ICATION FQRO~EI2, PI1~tSiJA1~TT '~O 11 U.Q.C. §§ 327(A) ANI) 32~(A), FED. ~Z. ~3Al~TK~Z. P.2014(A) AND DEL. I3ANKR. L.R. 2014-1 AUTHORIZING EMPLOYMENT AND

RETENTION OF AURORA MANAGEMENT PARTNERS, LLC TOPROVIDE TRANSITIONAL FINANCIAL ADVISORY SERVICES TO

THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

David M. Baker, being duly sworn according to law upon his oath, states and

affirms as follows:

I am the Co-Founder and Managing Partner of Aurora Management

Partners LLC ("AMP"), which maintains offices at 112 South Tryon Street, Suite 1770,

Charlotte, NC 28284. I submit this declaration on behalf of AMP in support of the application

(the "Application")Z of the debtors and the debtors-in-possession (the "Debtors") in the above-

captioned chapter 11 cases for an order employing AMP as financial advisors to the Debtors.

Except as otherwise noted, I have personal knowledge of the matters set forth herein.

~ The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification


Class Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC


z Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.

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Scone of Se~~~ices

2. The Debtors have filed their Debtors' Motion to Retain FTI Consulting,

Inc. to (i) Provide the Debtors a Chief RestNuctuNing OfficeN and CeNtain Additional PeNso~znel

and (ii) Designate William J. Nolan as Chief RestructuNing OfficeN for the DebtoNs Nunc Pro

Tunc to the Petition Date (the "CRO Motion"). Because AMP has been working on several

projects with the Debtors since prior to the Petition Date and the proposed Chief Restructuring

Officer, William Nolan (the "CRO"), pursuant to the CRO Motion has only been in place since

August 5, 2019, the Debtors have determined that it is both over cost effective and efficient to

have AMP complete the following services (as defined below) given AMP's familiarity and

work performed to date.

3. Specifically, AMP will provide various financial advisory services which

may include, but are not necessarily limited to, the following (collectively, the "Services"):3

a. Assisting in the preparation of the Schedules and Statements of

Financial Affairs for each of the six Debtors;

b. Preparing for and attending the Initial Debtor Interview with theDebtors on August 13, 2019, including preparing information

requested by the Office of the United States Trustee, in connectiontherewith;

c. Assisting with the preparation of the Debtors' initial and monthlyoperating reports;

d. Assisting with the preparation, reconciliation and development of

the Debtors' cash flow budget and continuing to work with theDebtors' secured lenders in connection therewith; and

3 To the extent that this Application and the terms of the Engagement Letter are inconsistent, the terms of the

Engagement Letter shall control.

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e. Other transitional tasks with which AMP is already familiar orwhich can be more efficiently accomplished by AMP.

4. Subject to this Court's approval of the relief requested in this Application,

AMP is willing to provide the Services to the Debtors. AMP will coordinate with the Debtors'

other retained professionals, including the CRO, to avoid unnecessary duplication of services.

Compensation

AMP has agreed to be paid according to the following fee structure:

a. Director/Managing Director/Senior Managing Director/Managing Partner $350 - $650

b. Consultant/Senior Consultant $250 - $350

c. Analysts

d. Administrative

$175 - $250

$125

6. AMP hereafter intends to apply to the Court for allowances of

compensation and reimbursement of expenses in accordance with the Application, as well as the

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders

of this Court for all services performed and expenses incurred after the Petition Date.

7. The fee structure is consistent with and typical of compensation

arrangements entered into by AMP and other comparable firms in connection with the rendering

of similar services under similar circumstances. In determining the fee structure to be paid to

AMP and the reasonableness of such compensation, the Debtors relied on proposals received

from a number of other financial advisory firms solicited by the Debtors to provide comparable

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services. AMP believes that the fee structure is in fact reasonable, market-based, and designed to

compensate fairly AMP for its work and to cover necessary expenses.

8. As noted above, AMP has provided prepetition financial and restructuring

services to the Debtors. During the one-year period prior to the commencement of these chapter

11 cases, AMP has received $273,807.99 from the Debtors for services performed and expenses

incurred prior to the Petition Date.

9. Other than as set forth herein or in the Engagement Letter, there is no

proposed arrangement between the Debtors and AMP for compensation to be paid in these

chapter 11 cases. Except as permitted under section 504(b) of the Bankruptcy Code and except

for payments by AMP to its employees, consultants and independent contractors, AMP has no

agreement with any other entity to share any compensation received, nor will any such

agreement be made.

10. AMP is not a creditor of the Debtors' estates, and has been fully paid by

the Debtors for all prepetition services rendered by AMP to the Debtors.

AMP' Qualifications

11. AMP possesses extensive knowledge and expertise in the areas of

bankruptcy and financial matters relevant to these chapter 11 cases, and is well qualified to

advise the Debtors on such bankruptcy and financial matters. AMP has been retained to provide

financial advisory services in several other chapter 11 cases in this district and other districts

around the country. See, e.g., In Ne Malibu Lighting CoNporation, Case No. 15-12080 (BLS)

(Bankr. D. Del. Nov. 4, 2015). Other sample representations of AMP include: financial advisors

4DOCS SF:101707.1 39566/002


to the debtors in CCI of West Palm (S.D. Fla.), Advanced Vending Systems (E.D. Tenn.),

Summitville Tiles (N.D. Ohio), SKI Chalet (E.D. Va.), Shelby-Skipwith (W.D. Tenn.), Blue

Thunder Auto Transport (N.D. Ga.), and Schirmers LLC (E.D. Va.); and financial advisors to the

creditors' committees in Foss Manufacturing (D.N.H.), Protected Vehicles (D.S.C.), Airnet

Communications (M.D. Fla.), Red Shield Environmental (D. Me.), and Pike Nursery (N.D. Ga.).

12. In addition to AMP' experience in the reorganization, restructuring and

sales of troubled companies, both in and out of court, AMP has developed an in-depth

understanding of the Debtors' financial history, business operations, and the industry in which

the Debtors operate since its engagement. AMP has therefore accumulated significant in-depth

knowledge regarding the Debtors. Its professionals have worked closely with the Debtors'

management and other professionals and have become well-acquainted with the Debtors'

operations, debt structure, creditors, business, and related matters. Accordingly, AMP has

developed significant relevant experience regarding the Debtors that will assist AMP in

providing effective and efficient transitional financial advisory services in these chapter 11 cases.

AMI" Disinterestedness

13. To the best of my knowledge, information, and belief, and except to the

extent disclosed herein and on Schedule 1 attached hereto: (a) AMP is a "disinterested person"

within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of

the Bankruptcy Code, and does not hold or represent an interest materially adverse to the

Debtors' estates; and (b) has no material connection to the Debtors, their creditors, or other

parties in interest in these cases.

DOGS SF:101707.139566/002


14. AMP will periodically review its files during the pendency of these cases

to ensure that no conflicts or other disqualifying circumstances exist or arise. To the extent that

AMP discovers any new relevant facts or relationships bearing on these matters described herein

during the period of AMP' retention, AMP will promptly file a supplemental declaration as

required by Bankruptcy Rule 2014(a).

[Remainder of page intentionally left blank)

6DOGS SF:101707.139566/002


Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct.

Dated: August 21, 2019 /s/David M. Baker

David M. Baker

DOCS SF:101707.1 39566/002


Schedule 1

DOGS SF:101707.1 39566/002


Type Name

Bank JPMorgan Chase

CLASS A EQUITY ABHINAV TRIVEDI

CLASS A EQUITY ABHISHEK SHARMA

CLASS A EQUITY ADAM SCOTT FOSHEE

CLASS A EQUITY ADORA CHERRY

CLASS A EQUITY AFTIN HAYMON

CLASS A EQUITY AFUA WILSON

CLASS A EQUITY AJAY BULI

CLASS A EQUITY ALAN RUIZ

CLASS A EQUITY ALBERT DONALDSON

CLASS A EQUITY ALDINE WILLIAMS

CLASS A EQUITY ALEJA[VDRA VERASTEGU!

CLASS A EQUITY ALEX ARCHER

CLASS A EQUITY ALEX REID

CLASS A EQUITY ALEXANDRA SANCHEZ

CLASS A EQUITY ALLYSON GRAY

CLASS A EQUITY AMBROSE PHILLIPS

CLASS A EQUITY AMELIA FRENCH

CLASS A EQUITY AMY PIERCE

CLASS A EQUITY ANA SALMON

CLASS A EQUITY ANDREW BERGEN

CLASS A EQUITY ANDREW ESSEX

CLASS A EQUITY ANDRIENNE MORRIS

CLASS A EQUITY ANGELA KENZSLOWE

CLASS A EQUITY ANN YARD

CLASS A EQUITY ANTA CISSE-GREEN

CLASS A EQUITY ANTHONY SHINHOSTER JR

CLASS A EQUITY ANTOINE WILLIAMS

CLASS A EQUITY APRIL NORTON

CLASS A EQUITY ARACELI VILLANUEVA

CLASS A EQUITY ARTANYA MILLS

CLASS A EQUITY ARTHUR SUE

CLASS A EQUITY AVA PITTS

CLASS A EQUITY BARBARA BARTUSCH-CASKEY

CLASS A EQUITY BARBARA GUERRA

CLASS A EQUITY BART FEDERICI

CLASS A EQUITY BELINDA STEVENSON

CLASS A EQUITY BEN LEUNG

CLASS A EQUITY BENJAMIN DEJESUS

CLASS A EQUITY BENNET~T' SILVER

CLASS A EQUITY BERENISE VASQUEZ

CLASS A EQUITY BERTINA TALLAKSEN

CLASS A EQUITY BETTINA PATTERSON

CLASS A EQUITY BOJAN PETRESKI

CLASS A EQUITY BONIFACIO RENTERIA

CLASS A EQUITY BONITA BECKHAM


CLASS A EQUITY BRADFORD C BANTA REVOCABLE TRUST

CLASS A EQUITY BRANDON MILTON-BAPTISTE

CLASS A EQUITY BRETT SOBLE

CLASS A EQUITY BRIAN ALEXANDER

CLASS A EQUITY BRIAN STARK

CLASS A EQUITY BRIAN NA BRANCH

CLASS A EQUITY BRIDGETTE WASHINGTON

CLASS A EQUITY BRITTANY SUTTON

CLASS A EQUITY BROOKE SWINT

CLASS A EQUITY CAPATORIA WILSON

CLASS A EQUITY CARL SHEDD

CLASS A EQUITY CARLISA BURT

CLASS A EQUITY CARMEN COSTEN

CLASS A EQUITY CARMEN ROSS

CLASS A EQUITY CAROL PORCHO

CLASS A EQUITY CAROLYN JONES

CLASS A EQUITY CASSANDRA ILLIDGE

CLASS A EQUITY CASSANDRA SMITH

CLASS A EQUITY CATHERINE FISHER

CLASS A EQUITY CATHERINE M BANTA REVOCABLE TRUST

CLASS A EQUITY CATHERINE SYLVESTER

CLASS A EQUITY CECILIA LANCASTER

CLASS A EQUITY CEDE & CO (FAST ACCOUNT)

CLASS A EQUITY CELESTINO DIAZ

CLASS A EQUITY CHANTELLE GYAMFI

CLASS A EQUITY CHARLES &BARBARA MITCHELL

CLASS A EQUITY CHARLES HEBERT

CLASS A EQUITY CHARLES WILLIAMS

CLASS A EQUITY CHERIE HAYNES

CLASS A EQUITY CHIQUITA MINGO-BRUNSON

CLASS A EQUITY CHRISTINE SALZER

CLASS A EQUITY CIERA HILL

CLASS A EQUITY CISCO RODRIGUEZ

CLASS A EQUITY CLARK WOODS

CLASS A EQUITY CONGJU CHEN

CLASS A EQUITY COURTNEY COOPER

CLASS A EgUITY CRAIG BROWN

CLASS A EQUITY CRAIG WILSON

CLASS A EQUITY DAIANA JAZON

CLASS A EQUITY DALPHANY BLALOCK

CLASS A EQUITY DANA DAVID MESSINA

CLASS A EQUITY DANIEL ANDRUCZYK

CLASS A EQUITY DANIEL BALDWIN

CLASS A EQUITY DANIEL GONZALES

CLASS A EQUITY DANIEL HILTON-ALLEN

CLASS A EQUITY DANIEL LEWIS

CLASS A EQUITY DANTE MORTON


CLASS A EQUITY DARON WILSON

CLASS A EQUITY DARREN GULSTON

CLASS A EQUITY DARRYL LEVERSUCH

CLASS A EQUITY DASETA GRAY

CLASS A EQUITY DAVE SHARMA

CLASS A EQUITY DAVID BATCHELOR

CLASS A EQUITY DAVID BOOKER

CLASS A E4UITY DAVID DZIEDZIC

CLASS A EQUITY DAVID MELSBAKAS

CLASS A EQUITY DAVID MILLER

CLASS A EQUITY DAVID RICHARDSON

CLASS A EQUITY DAVID YU

CLASS A EQUITY DRWN FERRER

CLASS A EQUITY DEBBit ASHLEY

CLASS A EQUITY DEBORAH MENCONI

CLASS A EQUITY DEBRA CARSON

CLASS A EQUITY DELSINA WEST

CLASS A EQUITY DEREK YOUNG

CLASS A EQUITY DEWILLIANNE BRISCOERAY

CLASS A EQUITY DIANA GUEVARA

CLASS A EQUITY DIANE LEWIS

CLASS A EQUITY DOLORES WATKINS

CLASS A EQUITY DOMINIQUE SCOTT

CLASS A EQUITY DON PATTEE

CLASS A EQUITY DONALD SLEDGE

CLASS A EQUITY DONNA DECHANT

CLASS A EQUITY DWAYNE BOLAND

CLASS A EQUITY EDDIE OLIVER

CLASS A EQUITY EDUARDO NUNO

CLASS A EQUITY EILEEN DEADY

CLASS A EQUITY ELENA MENCOS

CLASS A EQUITY ELISABETH BULL

CLASS A EQUITY ELIZABETH DALLY

CLASS A EQUITY ELLIOT MOORE

CLASS A EQUITY EMILY SMITH

CLASS A EQUITY EMPLOYEES' RETIREMENT SYSTEM OF ALABAM

CLASS A EQUITY EQUITY TRUST CO CUSTODIAN FBO

CLASS A EQUITY ERHAN BAHCECI

CLASS A EQUITY ERIC DOLANSKI

CLASS A EQUITY ERIKA FOREMAN

CLASS A EQUITY ERIN LECUYER

CLASS A EQUITY ERIN RICKETTS

CLASS A EQUITY ERNEST HUNT

CLASS A EQUITY ERNEST SHEPPARD

CLASS A EQUITY ERSKINE SHOULARS

CLASS A EQUITY ESTHER BALBI

CLASS A EQUITY ESTHER GYAMBIBI


CLASS A EQUITY FARAH DHIAELDEEN

CLASS A EQUITY FRANCES NATAL

CLASS A EQUITY FREDERICK ZUPP

CLASS A EQUITY GABRIELA ROSES

CLASS A EQUITY GABRIELLE SCA~ISE

CLASS A EQUITY GAVIN NICHOLS

CLASS A EQUITY GEORGE JOSEPH

CLASS A EQUITY GEORGE M. PHILIP

CLASS A EQUITY GILDA WALLACE BONNEMERE

CLASS A EQUITY GLEN INGLIS

CLASS A EQUITY GRANT REID

CLASS A EQUITY GREGORY WILLIAMS

CLASS A EQUITY GRUPO SAN JOSE HOLDINGS

CLASS A EQUITY HAMID HASHEMI

CLASS A EQUITY HANAKA DIVERSIFIED LLC

CLASS A EQUITY HARRISON GORMAN

CLASS A EQUITY HECTOR GARCIA DE QUEVEDO KUR

CLASS A EQUITY HENRY WEBB

CLASS A EQUITY HERBERT LAZARUS

CLASS A EQUITY HERIBERTO COLLAZO

CLASS A EQUITY HILARY HENRY

CLASS A EQUITY HILDA MORRIS-JACKSON

CLASS A EQUITY UEOMA NIELD

CLASS A EQUITY IRIORI FREEMAN

CLASS A EQUITY IRVELTZ LAFLEUR

CLASS A EQUITY ISHARA MILLER

CLASS A EQUITY JAC4UELINE CALLAHAN

CLASS A EQUITY JACQUELINE HATTER

CLASS A EQUITY JACQUELYN DAVIS

CLASS A EQUITY JAMEL GREEN

CLASS A EQUITY JAMEL WILKS

CLASS A EQUITY JAMES CARNEY I11

CLASS A EQUITY JAMES HATHAWAY

CLASS A EQUITY JAMES MILNER

CLASS A EQUITY JAMES RAYMOND

CLASS A EQUITY JAMES WAGNER

CLASS A EQUITY JAMIE O'BYRNE

CLASS A EQUITY JANE GOLD

CLASS A EQUITY JANITA MURRAY

CLASS A EQUITY JARlNE1TE WOLAK

CLASS A EQUITY JAREE CHAMBERS

CLASS A EQUITY JASON GORDON

CLASS A EQUITY JAVIER MARTIN

CLASS A EQUITY JAVIS PERRY

CLASS A EQUITY JEAN-CLAUDE HENRY

CLASS A EQUITY JEFFREY HENKE

CLASS A EQUITY JEFFREY PHILIPPE


CLASS A EQUITY JEFFREY WHITE

CLASS A EQUITY JENNIFER DOTSON CODY

CLASS A EQUITY JENNIFER DOYLE

CLASS A EQUITY JENNIFER PEREZ

CLASS A EQUITY JENNIFER PHILLIPS

CLASS A EQUITY 1EREMIE JACKSON

CLASS A EQUITY JERMAINE ABRAMS

CLASS A EQUITY JESSE HARWICK

CLASS A EQUITY JILL COHEN

CLASS A EQUITY JILLIAN BAUER

CLASS A EQUITY JIM LEE

CLASS A EQUITY JIMEILE HOUSTON

CLASS A EQUITY JORQUlN MUVD[

CLASS A EQUITY JOHN DABU

CLASS A EQUITY JOHN QUICKSALL

CLASS A EQUITY JOHN YANOSIK

CLASS A EQUITY JON WARNER

CLASS A EQUITY JOSE TALAVERA

CLASS A EQUITY JOSEPH DOHERTY

CLASS A EQUITY JOSEPH GATHE

CLASS A EQUITY JOSEPH MARIN

CLASS A EQUITY JOSEPH VICTOR BEHAR

CLASS A EgUITY JOSH HARTMANN

CLASS A EQUITY JOSHUA BARROW

CLASS A EQUITY JULIA HARTLEY

CLASS A EQUITY 1ULIUS CLARK III

CLASS A EQUITY JUNIED WAHEED

CLASS A EQUITY JUSTIN LIN

CLASS A EQUITY JYOTI AGARWALA

CLASS A EQUITY KAIO GONCALVES

CLASS A EQUITY KAREN BEARMAN

CLASS A EQUITY KAREN MUMM

CLASS A EQUITY KAREN THOMPSON

CLASS A EQUITY KARL WULFSBERG

CLASS A EQUITY KARYN WILLIAMS

CLASS A EQUITY KATHERINE JUOZAITIS

CLASS A EQUITY KATHRYN O'BRIEN

CLASS A EQUITY KEIRA PICKERING

CLASS A EQUITY KEISHA GREEN

CLASS A EQUITY KEITH PRYOR

CLASS A EQUITY KEITH SHEPPARD

CLASS A EQUITY KELI JEROME

CLASS A EQUITY KELLIE KNIGHT

CLASS A EQUITY KENNETH FANG

CLASS A EQUITY KENT JONES

CLASS A EQUITY KENYAN KOONCE-MILLER

CLASS A EQUITY KENYATTA MOORE


CLASS A EQUITY KEVIN ANDERSON

CLASS A EQUITY KEVIN WICK

CLASS A EQUITY KHALIA DONALDSON

CLASS A EQUITY KHIADA AUTREY

CLASS A EQUITY KHULLIP JEUNG

CLASS A EQUITY KIM PIERCE

CLASS A EQUITY KIRSTEN ROGERS

CLASS A EQUITY KRISTOFER GRAY

CLASS A EQUITY KRISTY CLEMONS

CLASS A EQUITY KWAME AFREH

CLASS A EQUITY LAKEITHA BUGG

CLASS A EQUITY LARRY BARRIOS

CLASS A EQUITY LASH~~N WOODWARD

CLASS A EQUITY LATISHA EDWARDS

CLASS A EQUITY LATORYA STREET

CLASS A EQUITY LATRESA WILLIAMS

CLASS A EQUITY LAURA GARRIS

CLASS A EQUITY LAURA MOORE

CLASS A EQUITY LAURIE YARD

CLASS A EQUITY LAWRENCE VONCKX

CLASS A EQUITY LEE CHRISTOPHER

CLASS A EQUITY LEON BEAUTY LLC

CLASS A EQUITY LEONARD ROSS

CLASS A EQUITY LEROY GOODWIN

CLASS A EQUITY LETICIA GOVEA

CLASS A EQUITY LILLIAN STAJNBAHER

CLASS A EQUITY LILLIANA PHAMNGUYEN

CLASS A EQUITY LINDA MCGHEE

CLASS A EQUITY LINDSAY FOX

CLASS A EgUITY LISA SLEDGE

CLASS A EQUITY LLOYD OESTREICHER

CLASS A EQUITY LORENA BARREDA

CLASS A EQUITY LORNE MACDOUGALL

CLASS A EQUITY LORRAINE COLE

CLASS A EQUITY LOVELY SAINTIL

CLASS A EQUITY LOWYNN YOUNG

CLASS A EQUITY LTONYA DAVIS

CLASS A EQUITY LUCY CARONE ELLIOTi'

CLASS A EQUITY LUCY MARRERO

CLASS A EQUITY LUIS DE LANCER

CLASS A EQUITY LYNNE YARD

CLASS A EQUITY MAGDALENA KUSIO

CLASS A EQUITY MAHIDERE SAHLE

CLASS A EQUITY MALIKA SMITH

CLASS A EQUITY MANUE~ MEDRANO

CLASS A EQUITY MARC ALEXANDER

CLASS A EQUITY MARC WASHINGTON


CLASS A EQUITY MARFRED SUAZO

CLASS A EQUITY MARIA HARRISON

CLASS A EQUITY MARILYN AGUAYO-FINCKEN

CLASS A EQUITY MARILYNN DEPALMA

CLASS A EQUITY MARINA GIVERTS

CLASS A EQUITY MARISHA CLINTON

CLASS A EQUITY MARK JACKSON

CLASS A EQUITY MARK MURPHY

CLASS A EQUITY MARK STEPHENSON

CLASS A EQUITY MARNICHAN 2003 TRIBECA TRUST

CLASS A EQUITY MARSHA HARDING

CLASS A EQUITY MARTIN MCGEE

CLASS A EQUITY M,4RVlS BERRY

CLASS A EQUITY MATTHEW BROWN

CLASS A EQUITY MELANYE REID

CLASS A EQUITY MELISSA MCCRAY

CLASS A EgUITY MELVIN BURKLEY

CLASS A EQUITY MERREDITH GIBBON

CLASS A EQUITY MICHAEL BERRY

CLASS A EQUITY MICHAEL BUTLER

CLASS A EQUITY MICHAEL KROGH

CLASS A EQUITY MICHAEL MARTINEK

CLASS A EQUITY MICHAEL MOORE

CLASS A EQUITY MICHAEL WHITE

CLASS A EQUITY MICHELLE ALFARO

CLASS A EQUITY MICHELLE DERY

CLASS A EQUITY MICHELLE STAWINSKI

CLASS A EQUITY MICHELLE YAGHOOBIAN

CLASS A EQUITY MILA ELFMAN

CLASS A EQUITY MOJISOLA AMOSUN

CLASS A EQUITY MONIQUE CUMBERBATCH

CLASS A EQUITY MOSTAFA BESHIR

CLASS A EQUITY NATHAN ROSENFELD

CLASS A EQUITY NATHANIEL JACKSON

CLASS A EQUITY NAZANIN AMINMANSOUR

CLASS A EgUITY NEIL STRAWDER

CLASS A EQUITY NICHOLAS ZELINSKI

CLASS A EQUITY NICKY DULCIO

CLASS A EQUITY NICOLE LOVE

CLASS A EQUITY NICOLE MCILVEEN

CLASS A EQUITY NICOLE MOORE

CLASS A EQUITY NICOLE PANZAREELA 31

CLASS A EQUITY NOVIA BENT

CLASS A EQUITY' OBILOH EGU

CLASS A EQUITY OLAJIDE DADA

CLASS A EQUITY OLEVENE BENNETT

CLASS A EQUITY OSVALDO BENITEZ


CLASS A EQUITY OWEN CAREY-HATCH

CLASS A EQUITY PAMELA GURLEY

CLASS A EQUITY PATRICE JACKSON

CLASS A EQUITY PATRICIA GOGGINS

CLASS A EQUITY PATRICK QUINN

CLASS A EQUITY PAUL GREENBERG

CLASS A EQUITY PAUL SAFRAN

CLASS A EQUITY PAUL WESTRA

CLASS A EQUITY PHILIP CHUKWUMA

CLASS A EQUITY PHILIP WRIGHT

CLASS A EQUITY RAE BATISTE

CLASS A EQUITY RAINIER LAPOMPE

CLRSS R ~Q~iTY RALPH RAMIREZ

CLASS A EQUITY RANDALL NESTER

CLASS A EQUITY REGINA SMITH

CLASS A EQUITY RICARDO ZUNIGA

CLASS A EQUITY RICHARD CAREW

CLASS A EQUITY ROB NILMEIER

CLASS A EQUITY ROBBIE COOKSEY

CLASS A EQUITY ROBERT NOBLE

CLASS A EQUITY ROBERTA RYNCARZ

CLASS A EQUITY ROLAND COOK

CLASS A EQUITY RON WILKINS

CLASS A EQUITY RONALD BEAN

CLASS A EQUITY RONDAL CALDWELL

CLASS A EQUITY ROQUISA FIELDS

CLASS A EQUITY ROSLYN BAZZELLE

CLASS A EQUITY ROY HARRIS

CLASS A EQUITY RURU OSHE

CLASS A EQUITY RUSS CUNDIFF

CLASS A EQUITY RYAN ANANIA

CLASS A EQUITY RYAN CUNNINGHAM

CLASS A EQUITY RYAN PUTCH

CLASS A EQUITY SAMANTHA MULLET

CLASS A EQUITY SAMIR BHATT

CLASS A EQUITY SAMUEL LEWIS JR

CLASS A EQUITY SAMUEL ROBINSON

CLASS A EQUITY SARA KAISER

CLASS A EQUITY SCOTT CHRISTIANSEN

CLASS A EQUITY SHADE SOLON

CLASS A EQUITY SHARON JOE

CLASS A EQUITY SHARON PETfWAY

CLASS A EQUITY SHAVONE KEYS

CLASS A EQUITY SHAWANNA POTTIER

CLASS A EQUITY SHAYAN KADIWAL

CLASS A EQUITY SHELEA STEWART

CLASS A EQUITY SHELLE POWEIL


CLASS A EQUITY SHERI GONZALES

CLASS A EQUITY SHERRY YARD

CLASS A EQUITY SHONTEL ALS

CLASS A EQUITY SHU-PING CHAN

CLASS A EgUITY SIMON CONSTABLE

CLASS A EQUITY SONIA SIAW

CLASS A EQUITY SRINIVAS KANDIBANDA

CLASS A EQUITY STACI ALZIEBLER-PERKINS

CLASS A EQUITY STAFFORD ANDERSON

CLASS A EQUITY STANLEY OSMAINE

CLASS A EQUITY STEPHAMAR INVESTMENT GROUP

CLASS A EQUITY STEPHEN SMITH

CLASS A EQUITY STEVE MA

CLASS A EQUITY STEVEN LEVY

CLASS A EQUITY STEVEN LEVY

CLASS A EQUITY SUZANNE NOBLE

CLASS A EQUITY SYED SHAKIR

CLASS A EQUITY TAMMARA MCDONALD

CLASS A EQUITY TANDRA CHEATHAM

CLASS A EQUITY TARAH MURPHY

CLASS A EQUITY TAWANA JONES

CLASS A EQUITY TAYLOR JAFFEE

CLASS A EQUITY TERRI COHEN

CLASS A EQUITY TERRY FUNG

CLASS A EQUITY THAMAR MISTRY

CLASS A EQUITY THOMAS GRUBE

CLASS A EQUITY THOMAS LEONARD

CLASS A EQUITY TIEN-YING LO

CLASS A EQUITY TIFFANY SIMMONS

CLASS A EQUITY TODD CHRISTENSEN

CLASS A EQUITY TOMMfE BERGER

CLASS A EQUITY TORT COLE

CLASS A EQUITY TRACY EAVES

CLASS A EQUITY TRAVIS LINDSEY

CLASS A EQUITY URI FLEMING

CLASS A EQUITY VALERIE LUBKEN

CLASS A EQUITY VANESSA KLEIN

CLASS A EQUITY VANESSA RIOS

CLASS A EQUITY VUAYENDER BENIWAL

CLASS A EQUITY VILLAGE ROADSHOW ATTRACTIONS USA INC.

CLASS A EQUITY VINAY KAPADIA

CLASS A EQUITY VIVIAN GREENE

CLASS A EQUITY WENDY PEREGO

CLASS A EQUITY WILLIAM CAPUTO

CLASS A EQUITY WILLIAM FEAGIN

CLASS A EQUITY WILLIAM PRENSKY

CLASS A EQUITY WILLIAM TONEY


CLASS A EQUITY

CLASS A EQUITY

Class Action Claimants

Class Action Claimants

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CUSS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

CLASS B EQUITY

D BAs

D BAs

DBAs

DBAs

DBAs

D BAs

DEBTOR

DEBTOR

DEBTOR

DEBTOR

DEBTOR

DEBTOR

Director

Director

Director

Director

WILLIE BURTON III

YINELL RODRIGUEZ

Adams Employment Counsel

KJT Law Group LLP

ABDOLALI HASHEMI

AG INVESTMENTS LIMITED PARTNERSHIP

ALEXANDER HASHEMI IRREV INV TRUST

DARRYL THEODORE LEVERSUCH

HASHEMI HOLDINGS LLC

HAYLEY HASHEMI IRREV INV TRUST

HBK ENTERTAINMENT LLC

JAMES GRIER lEE JR

JMAQ ENTERTRlNMERlT LLC

JOHN J QUINN III

JOSE UNCEIN

KEVIN G QUINN

LILY HASHEMI IRREV INV TRUST

MESSINA LIVING TRUST DTD 9/20/2001

PVR LIMITED

QUINN ENTERTAINMENT LLC

RAHIM HASHEMI

RANDI D SCHWARTZ DECLARATION OF TRUST

REGAL/ATOM HOLQINGS LLC

Big Daddy's Brew and Que

City Perch

iPic theatres

Tanzy

The Tuck Room

The Tuck Room Tavern

Delray Beach Holdings, LLC

iPic Entertainment Inc.

iPic Gold Class Holdings LLC

iPic Media LLC

iPic Texas, LLC

iPic-Gold Class Entertainment, LLC

Andrew Essex

Dana Messina

George Philip

Robert Kirby

Lender The Employees' Retirement System of AL----- -

LIEN

LIEN

Lender Counsel

LITIGATION v~~

LITIGATION ~~

LITIGATION ~mm

LITIGATION

-- __Butters Construction &Development Inc

Technique Air, Inc.

Burr &Forman LLP

AMC Entertainment Holdings, Inc. et a)

Carter, Debra

Darthard, Bree I.

Diaz, Ezequiel


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Professional Ballard Spahr LLP _...__....._W____._........~._..~.___ Professional

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~ ~ ~~~ Professional ~ Buchanan Van Tuinen ILC~..._...~_~...._._..._.~._____._._Professional

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Department of State

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Employment Development Dept

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Los~Angeles County Tax Collector

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Los Angeles County Tax Collector

Maricopa County Treasurer

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Miami Dade Coun

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Montgomery County_..~..,_ .....~. __.,._. ~.. M..~~.... ._.__....._ -- ~--- -._Montgomery County

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New York City Department of Finance

New York State Department of State

New York State Filing Fee

NJ Div of Alcoholic Beverage Control

NY State Liquor Authority

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Tax Collector, Palm Beach County

Tax Collector, Palm Beach County

Texas Comptroller of Public Accounts

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Delray Beach 4th & 5th Avenue, LLC

Driscoll Foods

Ecostruction LLC

Federal Realty Investment Trust

Hodges &Associates, PLLC

ID &Design International, Inc.

Integrated Media Systms

IPFS Corporation

Jackson Lewis P.C.

Lane Valente Industries

Paramount Pictures / Dreamworks

River Town Square Regency, LLC

Schindler Elevator Corporation

SDQ Fee, LLC

Softeq Development Corporation

Sony Pictures

Spencer Stuart

Stainless Fixtures Inc

Superl Sequoia Limited

Sysco

TDC Fort Lee, LLC

Universal Film Exchanges, LLLP

Village FV, Ltd -Rent

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UTILITY Waste Management of New York, LLC

UTILITY WE Energies

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EXHIBIT B

(Engagement Letter)

DOCS SF:101707.1 39566/002


~~~Et3~:,i~L'T33E:YI'~ ~c1F~Yi~T'S

June 24, 2019

Mr. Hamid HashemiPresident and CEOiPic Entertainment Inc.Mizner Park433 Plaza Real, Ste. 335Boca Raton, FL 33432

Dear Mr. Hashemi:

Aurora Management Partners Inc.112 South Tiyon St. Ste 1770

Charlotte, NC 28284Office: 704-377-6010www.auroramp.com

This letter along with the attached schedules (the "A~reement") sets forth the agreement between iPicEntertainment Inc., (the "Company"), on the one hand, and Aurora Management Partners Inc. ("Aurora"),on the other, (the Company and Aurora each, a "Party") under which the Company is engaging Aurora toserve as financial advisor.

Mr. David Baker will lead Aurora's day-to-day activities for the Company and will report to theCompany. Appropriate staff will be assigned to the matter as and when appropriate in the leadrepresentative's sole discretion.

Scope of Services. The exact direction of this representation cannot be predicted. Based on the writtenand oral communications to date between the Parties, Aurora anticipates that the scope of its services willinclude the following tasks:

Financial Review:1. Review the adequacy of the Company's available near-term cash flow projections to achieve an

accurate 13-week detail. Included in this review are:a. Review the 13-week cash flow reports prepared by the Company for each of the proposed

capital structure scenarios and updates theretob. Propose changes to the 13-week cash flow report format and assumptionsc. Review near-term cash liquidity, under each proposed capital structure scenariod. Determine an appropriate amount for the working capital based on upcoming cash needs

If requested, review, and assist in preparation if needed, the Company's financial reportingdocuments including board packages, monthly financial information, SEC filings. Evaluate theCompany's financial statements regarding accuracy and completeness.

Lenders &Investment Banker:1. As requested, review, and assist in preparation if needed, the Company's projections related to

pending capital transactions


Ai the ~°equest of t1~e Cain any, recommend and/or Lead cor-~mu~icatians to the interested partiesinvolved in proposed capital structure transactions to re-establish the borrower's credibilityAs requested by the Company, advise them on the pending capital transaction:

a. Review, and if requested prepare, necessary due diligence requestsb. Assist management with potential buyer site-visitsc. Provide advice on the transaction structure and pricing

Other Services:1. Perform other advisory services as requested by the Board of Directors or the Chief Executive

Officer of company

Compensation: Aurora's professional fees for the work performed under this Agreement will be billed byAurora, and shall be paid by the Company, based on the number of hours worked and Aurora's standardhourly billing rates. Schedule A hereto sets forth the current ranges of rates for the professionals that maybe involved in this matter. Aurora bills its time in increments of 1/10`''S of an hour.

Aurora will invoice the Company, and the Company agrees to pay Aurora, based on the above method.The invoices will set forth detailed itemizations of the charges. Invoices will be provided to the Companyon a weekly basis, or at other logical points during the engagement. Each invoice is due within five (5)days of presentation by Aurora. Aurora's fees are not contingent on the outcome of the matters.

In matters in which travel by Aurora is required, Aurora will bill and the Company agrees to pay travel

time calculated at 50% of Aurora's hourly rate of the travelling representative.

Expenses. Aurora's invoices will also include billings for all customary out-of-pocket expenses incurredby Aurora, billed at the actual cost incurred, and such expenses shall be reimbursed by the Company.

Retainer. The Company shall remit to Aurora a retainer in the amount of $25,000, via wire transfer, uponthe Company's execution of this Agreement. At the beginning of each weekly period in which Aurora'sservices are to be provided, the Company will replenish the retainer, via wire or ACH payment, so as toreturn the retainer to the above amount. Aurora reserves the right to increase the required retainer amountin the event the Parties agree to an increase in the scope of services for performance by Aurora. Auroramay apply retainer to its periodic billings, or it may reserve retainer for application to Aurora's finalbilling, and the timing of Aurora's application of retainer will be in Aurora's sole discretion.

The Company hereby grants Aurora a security interest in the funds that Aurora hods and will hold asretainer, which shall secure all of the Company's obligations to Aurora, whether currently existing orhereinafter arising.

After Aurora has been indefeasibly paid all amounts owed and to be owed under the terms of thisAgreement, any remaining balance on the retainer shall be refunded to the Company.

Certain Legal Expenses. Aurora shall also be entitled to reimbursement for all legal fees and legalexpenses incurred by Aurora in connection with its performance under the Agreement, provided that theCompany first consents to the retention of such counsel for such services (which consent shall not beunreasonably withheld or delayed). All such fees and costs will be reimbursed by the Company to Auroraupon the Company's receipt of invoices therefor, which shall be submitted to the Company promptly after

Page 2 of 9

:~~4~rx~x~c~x~~~a~t .I''.~rlazez~~


Aura~a receives the invoices frame counsel. Ii Aurora so chooses, the Company shah pay such counseldirectly in lieu of reimbursing Aurora. Separate from the above, Aurora reserves the right to invoice theCompany for, and the Company agrees to pay, legal fees and legal expenses incurred in connection withdrafting the Agreement andlor the Company's retention of Aurora. Any special legal, accounting, taY, orappraisal consultations that may be required will be the responsibility and obligation of the Company,unless Aurora otherwise agrees in writing.

The Parties further agree:

Indemnification; Contribution; Limitation of Liability. In connection with engagements of the typecovered by this Agreement, Aurora requires the client to provide rights to indemnification andcontribution, and a limitation of liability. Therefore, by signing this Agreement, the Company agees toall provisions contained in Schedule B attached hereto, which provisions are expressly incorporatedherein by this reference.

Termination. The term of this Agreement shall commence as of June 24, 2019, and the term continuesuntil the engagement is completed, or earlier if the engagement is terminated by either Party.

This Agreement may be terminated by either Party, in its sole discretion, for any reason. The terminationis effective immediately upon the other Party's receipt of written notice of the termination. Upon anytermination of this Agreement, Aurora shall be entitled to all fees and expenses incurred pursuant to thisAgreement prior to the Party's receipt of such notice, and all of such fees and expenses will beimmediately due and payable by the Company; however, this paragraph does -not limit any paymentobligations of the Company under this Agreement.

Client Cooperation; Reliance on Client's Information. The Company acknowledges and agrees that theability of Aurora to perform the engagement hereunder requires the full cooperation and assistance by theCompany and its personnel. The Company therefore agrees to furnish to Aurora all information,documents and other materials requested by Aurora and to make available to Aurora for meetings,conference calls and otherwise all personnel identified by Aurora. The Company will enable Aurora toreceive on a timely basis all information requested by Aurora related to the engagement under thisAgreement. The Company acknowledges and agrees that Aurora, in performance of the engagementhereunder, will be relying on the truth, completeness and accuracy of all written documentation deliveredand the verbal communications made by the Company and its representatives, to Aurora.

Confidentiality. Aurora agrees to keep all sensitive information pertaining to the Company confidentialand not to disease to third parties such information (to the extent it has not become public without regardto disclosure by Aurora), absent the authorization of the Company. 7f Aurora receives a subpoena or othercourt process compelling disclosure of any information pertaining to the engagement under thisAgreement, Aurora will provide the Company as much notice as is practicable in the circumstances so asto allow the Company to attempt to preclude or condition the disclosure of any confidential information.

Independent Contractor Relationship Aurora shall serve as an independent contractor to the Company inrendering its services under this Agreement. This Agreement does not create, and shall not be construedto create, a relationship of principal/agent, joint venture, partnership, employer/employee, master/servant,or any comparable relationship, as between Aurora and the Company, and the Parties expressly deny theexistence of any such relationship.

~" ~ Page 3 of 9


Incame Tax. The Company wi11 not pay any income taxes on account o~ Aurora. Nor will the Carr~panybe required to withhold any monies from the compensation of Aurora for t~ purposes.

Governing Law; Right to Attorneys' Fees. The laws of the State of North Carolina shall govern thisAgreement and any controversy arising under it, without regard to conflicts of laws principles. Theprevailing party in any dispute arising under this Agreement shall be entitled to recover from the other allreasonable legal fees and costs, and the costs of any experts, incurred for or in any lawsuit on the dispute.

Mandatory Mediation. Prior to the commencement of any court action by one Party against the other, anydispute or claim arising between them out of this Agreement or out of any resulting transaction must besubmitted to a mediation. The mediation shall be conducted by one (1) mediator whose selection shall beagreed to in good faith by both Parties. The mediation shall be held in Charlotte, North Carolina. The feesand expenses of the mediation service and/or mediator shall be shared equally between the Parties andpaid in advance to the event required by the service and/or mediator. The Parties agree to exercise theirbest efforts, and attempt in good faith, to resolve all disputes in such mediation. For any dispute or claimto which this paragraph applies, should a Party commence court action against the other without firstattempting to resolve the dispute through such a mediation, or refuse to mediate after a request by theother has been made under this paragraph, such Party will be precluded from any recovery of attorneys'fees and/or expenses, whether recovery is based on applicable law or this Agreement.

Waiver of Jury Trial. Each of the Parties to this Agreement hereby waives any right to a jury trial withrespect to any claim, action, suit or proceeding made or brought by one of the Parties against the other inconnection with or arising under this Agreement.

Conflicts of Interest. Nothing contained in this Agreement or otherwise shall diminish or impair the rightof Aurora to accept engagements, directly or indirectly, from the Company's lenders) or from otherprofessionals or other third parties, provided that such engagements do not involve the relationship of thelender(s), the other professionals or the other third parties, with the Company.

Assignment and Modification. This Agreement may not be waived, amended, modified or assigned, inany way, in whole or in part, including by operation of law, without the prior written consent of bothParties.

Entire Agreement. The Agreement constitutes the full and entire understanding and agreement among theParties with respect to the- subject matter hereof and supersedes any and all prior agreements,arrangements and understandings, both written and oral, with respect to the subject matter hereof.

Counterparts. This Agreement may be executed in multiple counterparts, each of which together shall bedeemed an original, but all of which together shall constitute one and the same Agreement. In the eventthat any signature is delivered by facsimile h~ansmission or by e-mail delivery of a ".pdf' format data file,such signature shall create a valid and binding obligation of the Party executing (or on whose behalf suchsignature is executed) with the same force and effect as if such facsimile or ".pdf 'signature page were anoriginal thereof.

Headings. Headings in this Agreement are set forth -for convenience only and shall not be used tointerpret or construe its provisions.

Page 4 of 9


Auihoriiv. The undersigned represent That they have authori9y to enter into the Agreement on behalf oftheir respective Parties.

All communications to Aurora should be directed to:

Mr. David M. Baker, CTPAurora Management Partners Inc.112 South Tryon Street, Suite 1770Charlotte, NC 28284Phone (828) 638-5744 (direct)Email: [email protected]

Thank you for allowing Aurora the opportunity to assist you. If the Company agrees to the terms of thisAgreement, please sign below and return the signature to us via facsimile or electronic copy, retaining theoriginal for your file.

REMAINDER OF PAGE LEFT INTEI~ITIONALLY BLANK

'~ Page 5 of 9

~:~;a~~~;ex~3e~~t ~3r~~•tx~e~~;


IN WITNESS WHEFEOF, the Fa~-ties l~e~•eto have caused ti~is Agreeine3~t to lie executed ~y tl~ei~°respective officers thereunto duly authorized, as of the date first written above.

AURORA MANAGEMENT PARTNERS INC.

Managing Partner

Dated:

IPIC ENTERTAINMENT I1~C.

President and CEO

Dated:

Page6of9

~x~~~<:x~ez~~~aa~ ~~'x~a~~x~~~y~


~C~YEI3'f1LF ~4

AURORA MANAGEMENT PARTNERS, INC.FEE SCHEDULE

DirectorlManaging Director/Sr. Managing Director/Managing Partner $350-695

Consultant/Senior Consultant

Analysts

Administrative

Notes:1) All billing will be submitted weekly and is due within 5 days of presentation.2) All time billed in 1/lOr'' of an hour increments.3) All travel time will be billed at 50% of applicable rate.

$250-350

$175-250

$125

'~ Page 7 of 9


~~~E~ULE ~

Unless otherwise noted, all capitalized terms used below shall have the meanings set forth above in the

Agreement.

Indemnification; Reimbursement. As a material part of the consideration for the agreement by Aurora toprovide services under the Agreement, the Company agrees:

(i) to indemnify and hold harmless Aurora and its affiliates, and their respective past, present

and future directors, officers, shareholders, partners, members, employees, agents, representatives,

advisors, consultants, analysts, subcontractors and controlling persons (collectively, the "Indemnified

Parties"), to the fullest extent that applicable law permits, from and against any and all losses, claims,

damages or liabilities (or actions in respect thereofl, joint or several, (A) arising out of or based on any

untrue statement (or alleged untrue statement) of any material fact contained in materials or any other

information (written or oral) provided to any third party by or on behalf of the Company, or the omission

(or alleged omission) to state therein a material fact required to be stated therein or necessary in order to

make the statements therein not misleading, or (B) otherwise arising out of and/or relating to the

Agreement, any transaction or proposed transaction, or any actions taken or omitted to be taken by an

Indemnified Party or the Company in connection with the Agreement, however, the Company shall not be

liable under clause (i)(B) for any loss, claim, damage or liability finally judicially determined by a court

of competent jurisdiction to have resulted solely from the willful misconduct or gross negligence by such

Indemnified Party; and

(ii) to reimburse each Indemnified Party for all expenses (including, without limitation, the fees

and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing,

defending, settling or compromising any action, suit, dispute, inquiry, investigation or proceeding,pending or threatened, brought by or against any person (including, without limitation, any shareholder or

derivative action), arising out of or relating to the Agreement, or such engagement, transaction or actions.

Contribution. If, for any reason, the foregoing indemnification or reimbursement is unavailable to any

Indemnified Party, or insufficient to fully indemnify any such party ar to hold it harmless regarding any

losses, claims, damages, liabilities or expenses referred to in such indemnification or reimbursement

provisions, then the Company shall contribute to the amount paid or payable by the Indemnified Party as

a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to

reflect the relative benefts received by the Company, on the one hand, and Aurora, on the other, in

connection with the matters contemplated by the Agreement. If, however, the allocation provided by the

preceding sentence is not permitted by applicable law, then the Company shall contribute to such amount

paid or payable by any Indemnified Party in such proportion as is appropriate to reflect not only such

relative benefits, but also the relative fault, of the Company, on the one hand, and such Indemnified Party,

on the other, in connection therewith,. as well as any other relevant equitable considerations.

Notwithstanding the foregoing, in no event shall the Indemnified Parties be required to contribute an

aggregate amount in excess of the amount of fees actually received by Aurora from the Company under

the Agreement. Relative benefits to the Company, on the one hand, and Aurora, on the other, shall be

deemed to be in the same proportion as (i) the total value paid or received, or contemplated to be paid or

received, by the Company, and its security holders, creditors, and other affiliates, as the case may be,

pursuant to the transactions) (whether or not consummated) contemplated by the engagement hereunder,

bears to (ii) the fees received by Aurora under the Agreement.

Page 8 of 9

~~~z~~~~~~ne;~at I~`~.~txx~r~


Settlements. The ~'ompany shall not settle cr compromise or con~e:~t to the entry of any judgment in, orotherwise seek to terminate, any pending or threatened action, suit, dispute, inquiry, investigation orproceeding for which indemnification may be sought hereunder (whether or not an Indemnified Party isan actual or potential party), unless such settlement, compromise, consent or termination includes arelease in favor of the Indemnified Parties reasonably satisfactory to Aurora.

Limitation of Liability. The Company further agrees that neither Aurora nor any other Indemnified Partyshall have any liability (whether direct or indirect and regardless of the legal theory advanced) to theCompany, or any person or entity asserting claims on behalf of or in right of the Company, related to orarising out of the Agreement, any transaction or proposed transaction, or any actions taken or omitted tobe taken by an Indemnified Party or the Company in connection with the Agreement, except for losses,claims, damages or liabilities incurred by the Company finally judicially determined by a court ofcompetent jurisdiction to have resulted solely from the willful misconduct or gross negligence of suchIndemnified Party.

The indemnity and reimbursement and the other obligations and agreements of the Company set forth inthis schedule (i) shall apply to any services provided by Aurora in connection with its engagement prior tothe date hereof, and to any modifications or amendments to the Agreement, (ii) shall be in addition to anyobligation or liability which the Company may otherwise have to any Indemnified Party, (iii) shall remainoperative and in full force and effect, regardless of any investigation made by or on behalf of theCompany or any Indemnified Party or any person controlling any of them, and (iv) shall survive thecompletion of the services under, -and any termination of, the Agreement.

THE BALANCE OF THIS PAGE IS LEFT INTENTIONALLY BLANK.

Page 9 of 9

~~~~~~.~ezx.~e~~t ~'s~z•tzt~~~s


EXHIBIT C

(Proposed Order)

DOCS SF:101707.1 39566/002



In re:

iPic-Gold Class Entertainment LLC, et crl.,l

Debtors

Chapter 11

Case No. 19-11739 (LSS)


ORDER PURSUANT TO 11 U.S.C. §§ 327(A) AND 328(A), FED. R. BANKR.P. 2014(A) AND DEL. BAli~KR. L. R. 2014-1 AUTHORIZING EMPLOYMENT

AND RETENTION OF AURORA MANAGEMENT PARTNERS, LLCTO PROVIDE TRANSITIONAL FINANCIAL ADVISORY SERVICESTO THE DEBTORS NUNC PItO TUNC TO THE PETITION DATE

Upon consideration of the application (the "Application")Z of the above-

captioned debtors and debtors in possession (the "Debtors") for entry of an order under sections

327 and 328(a) of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2014 and

5002 of the Federal Rules of Bankruptcy Procedure (the ̀ Bankruptcy Rules"), and Rule 2014-1

of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the

"Local Rules"), authorizing the Debtors to employ and retain Aurora Management Partners, LLC

("AMP") as financial advisor to the Debtors, nunc pro tunc to the Petition Date, pursuant to the

terms of that certain engagement letter, dated as of July 13, 2018 (the "En~a~ement Letter"), and

the Declaration of David M. Baker in support of the Application (the "Declaration"); the Court

finding that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334, (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), (c) AMP does not hold or


number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic GoldClass Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC(1035). The Debtors' principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

DOCS SF:101707.1 39566/002


represent any interest adverse to the Debtors' estates, (d) AMP is a "disinterested person" as

contemplated under sections 327 and 328 of the Bankruptcy Code and (e) employment of AMP

is necessary and in the best interests of the Debtors' estates, creditors, and other parties in

interest; the Court finding that notice of the Application and the hearing given by the Debtors

was sufficient under the circumstances; and the Court being fully advised in the premises and

having determined that the legal and factual bases set forth in the Application, the, Declaration

and at the hearing establish just cause for the relief herein granted, and after due deliberation and

cause appearing therefor, it is hereby;

ORDERED, ADJUDGED AND DECREED THAT:

15. The Application is granted as set forth herein.

16. The Debtors are authorized, pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Rule 2014-1, to employ and retain AMP

nunc pro tunc to the Petition Date pursuant to the terms of the Engagement Letter attached to the

Application as Exhibit B, which are hereby approved.

17. AMP shall apply for cornpensation for professional services rendered and

reimbursement of expenses incuY•red in connection with these chapter 11 cases in compliance

with sections 330 and 331 of the Bankruptcy Code, any applicable Bankruptcy Rules, the Local

Rules, the guidelines of the Office of the United States Trustee, and any applicable procedures

and orders of this Court.

18. The Indemnification Provisions are approved, subject during the pendency

of these chapter 11 cases to the following:

2DOGS SF:101707.139566/002


a. Subject to the provisions of subparagraphs (b) and (c) below,the Debtors are authorized to indemnify, and shall indemnify, AMP for any claimsarising from, related to, or in connection with the services to be provided by AMPas specified in the Application, but not for any claim arising from, related to, or inconnection with AMP' post-petition performance of any other services other thanthose in connection with the engagement, unless such post-petition services andindemnification therefor are approved by this Court; and

b. The Debtors shall have no obligation to indemnify AMP forany claim or expense that is either (i) judicially determined (the determinationhaving become final) to have arisen from AMP' bad faith, gross negligence orwillful misconduct, (ii) settled prior to a judicial determination as to AMP' badfaith, gross negligence or willful misconduct, but determined by this Court, afternotice and a hearing pursuant to subparagraph (c) infra, to be a claim or expensefor which AMP is not entitled to receive indemnity under the terms of theApplication; and

c. If, before the earlier of (i) the entry of an order confirming achapter 11 plan in this case (that order having become a final order no longer subjectto appeal), and (ii) the entry of an order closing these chapter 11 cases, AMPbelieves that it is entitled to the payment of any amounts by the Debtors on accountof the Debtors' indemnification obligations under the Application, including,without limitation, the advancement of defense costs, AMP must file an applicationin this Court, and the Debtors may not pay any such amounts to AMP before theentry of an order by this Court approving the payment. This subparagraph (c) isintended only to specify the period of time under which the Court shall havejurisdiction over any request for fees and expenses by AMP for indemnification,and not as a provision limiting the duration of the Debtors' obligation to indemnifyAMP.

19. To the extent that there may be any inconsistency between the terms of the

Application, the Engagement Letter, and this Order, the terms of this Order shall govern.

20. The Debtors are authorized and empowered to take such actions as may be

necessary and appropriate to implement the terms of this Order.

21. This Court shall retain jurisdiction with respect to all matters related to the

interpretation or implementation of this Order.

Dated: , 2018

DOCS SF:101707.139566/002

UNITED STATES BANKRUPTCY JUDGE

3



In re: Chapter 11

iPic-Gold Class Entertainment, LLC, et al.,l

Debtors.

Case No. 19-11739 (LSS)


C~R~'IFICA'I'~ Off+' S~I~i~IC~

I, Peter J. Keane, hereby certify that on the 21st day of August, 2019, I caused a

copy of the following documents) to be served on the individuals) on the attached service lists)

in the manner indicated:

Notice of Application for Order, Pursuant to 11 U.S.C. §§ 327(a) and 328(a),Feci. R. Baiikr. P. ZQ14(a) end Del. Bankr. L.R. 2014-1 AuthorizingEn~pioyrnent and Retention of Aurora Management Partners LLC toProvide Transitional Financial Advisory Services to the Debtors Nrsnc ProTa~nc to tl~e Petitio~~ Date; and

Application for Order, Pursuant to 11 U.S.C. §§ 327(a) and 328(a), Fed. R.Bankr. P. 2014(x) and Del. Bankr. L.R. 2014-1 Authorizing Eanpioyrnent andRetentio~i of Aurora Management Partners LLC to Provide TransitionalFinancial Ad~~isory Ser~~ices to the Debto~•s Nufzc Pro Trcnc to the PetitionDate

/s/Peter J. KeanePeter J. Keane (DE Bar No. 5503)



Class Holdings LLC (6315); iPic Media LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC


DOCS DE225061.1 39566/002


iPic-Gold Class Entertainment 2002 ServiceList FCMCase No. 19-11739 (LSS)Document No. 22484211 —Hand Deliveries61 —First Class MailO1 —Foreign First Class

([Proposed) Attorneys for Debtors andDebtors in Possession)Jeffrey N. Pomerantz, EsquireDebra I. Grassgreen, EsquirePeter J. Keane, Esquire919 N. Market Street, 17th FloorP.O. Box 8705Wilmington, DE 19801

HAND DELIVERYBenjamin Hackman, EsquireOffice of the United States TrusteeJ. Caleb Boggs Federal Building, Suite 2207844 King StreetLockbox 3 5Wilmington, DE 19801

HAND DELIVERYKathy Jennings, EsquireDelaware Department of JusticeCarvel State Office Building, 6th Floor

820 N. French StreetWilmington, DE 19801

HAND DELIVERYZillah A. FramptonBankruptcy AdministratorDelaware Division of RevenueCarvel State Office Building, 8th Floor

820 N. French StreetWilmington, DE 19801

HAND DELIVERYDavid C. Weiss, Esquirec/o Ellen Slights, EsquireUS Attorney's OfficeDistrict of DelawareHercules Building, Suite 4001313 N. Market StreetWilmington, DE 19801

HAND DELIVEI~iY(Counsel to Teachers' Retirement System ofAlabama ("TRSA") and Employees'Retirement System of Alabama ("ERSA"))Richard A. Robinson, EsquireJ. Cory Falgowski, EsquireBurr &Forman LLP1201 N. Market Street, Suite 1407Wilmington, DE 19801

HAND DELIVERY(Counsel to Federal Realty InvestmentTrust; Starwood Retail Partners LLC)Leslie C. Heilman, EsquireBallard Spahr LLP919 N. Market Street, 1 lth FloorWilmington, DE 19801-3034

HAND DELIVERY(Counsel to Delray Beach 4th & 5th Avenue

LLC)Michael R. Lastowski, EsquireDuane Morris LLP222 Delaware Avenue, Suite 1600Wilmington, DE 19801-1659

HAND DELIVERY(Counsel to TDC Fort Lee LLC)Gregory A. Taylor, EsquireAshby &Geddes, P.A.500 Delaware Avenue, 8th FloorWilmington, DE 19801

DOGS DE:224842.1 39566/001


HAND DELIVERY(Proposed Counsel to the OfficialCommittee of Unsecured Creditors)Norman L. Pernik, EsquireG. David Dean, EsquireKatherine M, Devanney, EsquireCole Schotz P.C.500 Delaware Avenue, Suite 1410Wilmington, DE 19801

HAND DELIVERY(Counsel to Ecostruction, LLC)Frederick B. Rosner, EsquireJason A. Gibson, EsquireThe Rosner Law Group LLC824 N. Market Street, Suite 810Wilmington, DE 19801

HAND DELIVERY(Counsel to Dezer Intracoastal Mall LLC)Aaron S. Applebaum, EsquireSaul Ewing Arnstein &Lehr LLP1201 N. Market Street, Suite 2300Wilmington, DE 19801

FIRST CLASS MAILWilliam Barr, EsquireOffice of the US Attorney GeneralU.S. Department of Justice950 Pennsylvania Avenue, NW, Room 4400

Washington, DC 20530-0001

FIRST CLASS MAILState of DelawareDivision of Corporations -FranchiseJohn G. Townsend Building, Suite 4

PO Box 898Dover, DE 19903

FIRST CLASS MAILOffice of General CounselU.S. Department of the Treasury1500 Pennsylvania Avenue, NWWashington, DC 20220

FIRST CLASS MAILOffice of General CounselSecurities &Exchange Commission100 F Street, NEWashington, DC 20554

FIRST CLASS MAILSharon Binger, Regional DirectorPhiladelphia Regional OfficeSecurities &Exchange CommissionOne Penn Center, Suite 5201617 JFK BoulevardPhiladelphia, PA 19103

FIRST CLASS MAILAndrew Calamari, Regional DirectorNew York Regional OfficeSecurities &Exchange CommissionBrookfield Place, Suite 400200 Vesey StreetNew York, NY 10281

FIRST CLASS MAILOffice of the Chief CounselPension Benefit Guaranty Corporation1200 K Street, NWWashington, DC 20005

Tax FIRST CLASS Ii~IAII,Internal Revenue ServiceCentralized Insolvency Operation

PO Box 7346Philadelphia, PA 19101

FIRST CLASS MAILDelaware Secretary of Treasury

820 Silver Lake Boulevard, Suite 100

Dover, DE 19904

2DOGS DE:224842.1 39566/001


FIRST CLASS MAIL(Counsel to Brookfield Property REIT, Inc.,Regency Centers L.P. and ShopcoreProperties L.P.)Robert L. LeHane, EsquireJennifer D. Raviele, EsquireKelley Drye &Warren LLP101 Park AvenueNew York, NY 10178

FIRST CLASS MAIL(Landlord)Kristen N. Pate, EsquireBrookfield Property REIT, Inc., as Agent350 N. Orleans Street, Suite 300Chicago, IL 60654-1607

FIRST CLASS MAILSimon Property Group, L.P.Attn: Ronald M. Tucker, Esquire225 W. Washington StreetIndianapolis, IN 46204

FIRST CLASS MAIL(Counsel to Teachers' Retirement System ofAlabama ("TRSA") and Employees'Retirement System of Alabama ("ERSA"))Derek F. Meek, EsquireJeffrey T. Baker, EsquireBurr &Forman LLP420 N. 20th Street, Suite 3400Birmingham, AL 35203

FIRST CLASS MAIL(Counsel to Washington Prime Group, Inc.)Ronald E. Gold, EsquireA.J. Webb, EsquireFrost Brown Todd LLC3300 Great American Tower301 E. Fourth StreetCincinnati, OH 45202

FIRST CLASS MAIL(Counsel to City of Fairview)Elizabeth Weller, EsquireLinebarger Gogan Blair &Sampson, LLP2777 N. Stemmons Freeway, Suite 1000Dallas, TX 75207

FIRST CLASS MAIL(Counsel to Harris County)John P. Dillman, EsquireLinebarger Gogan Blair &Sampson, LLPPO Box 3064Houston, TX 77253-3064

FIRST CLASS MAIL(Counsel to Heather Rosenstein)Joseph E. Sarachek, EsquireThe Sarachek Law Firm101 Park Avenue, 27th FloorNew York, NY 10178

FIRST CLASS MAIL(Counsel to Delray Beach 4th & 5th AvenueLLC)James F. Wallack, EsquirePeter Bilowz, EsquireGoulston &Storrs PC400 Atlantic AvenueBoston, MA 02110-3333

FIRST CLASS MAIL(Counsel to Starwood Retail Partners LLC)Dustin P. Branch, EsquireBallard Spahr LLP2029 Century Park East, Suite 800Los Angeles, CA 90067-2909

FIRST CLASS MAIL(Counsel to TDC Fort Lee LLC)Carey D. Schreiber, EsquireWinston & Strawn LLP200 Park AvenueNew York, NY 10166-4193

ROCS DE224842.1 39566/001


FIRST CLASS MAIL(Counsel to Paramount PicturesCorporation)Richard Stern, EsquireStephan E. Hornung, EsquireLuskin, Stern &Eisler LLPEleven Times SquareNew York, NY 10036

FIRST CLASS MAIL(Counsel to Maricopa County Treasurer)Peter Muthig, EsquireMaricopa County Attorney's OfficeCivil Services Division222 N, Central Avenue, Suite 1100Phoenix, AZ 85004-2206

FIRST CLASS MAIL(Counsel to South Street Seaport L.P.)Howard Marc Spector, EsquireSpector &Johnson, PLLC12770 Coit Road, Suite 1100Dallas, TX 75251

FIRST CLASS MAIL(Counsel to Ecostruction, LLC)Brett D. Lieberman, EsquireEdelboim Lieberman Revah Oshinsky PLLC110 Tower — 110 SE 6th Street, Suite 1700Fort Lauderdale, FL 33301

FIRST CLASS MAIL(Counsel to Dezer Intracoastal Mall LLC)Phillip M. Hudson, III, EsquireSaul Ewing Arnstein &Lehr LLPSoutheast Financial Center200 S. Biscayne Blvd., Suite 3600Miami, FL 33131

FIRST CLASS MAIL(Top 30 Creditors)R. Paul Yetter, EsquireBryce L. Callahan, EsquireDelonda DeanYetter Coleman LLP811 Main Street, Suite 4100Houston, TX 77002

FIRST CLASS MAIL(Top 30 Creditors)Class Action ClaimantsKJT Law Group LLPVache A. Thomassian230 North Maryland Ave.Suite 306Glendale, CA 91206-4281

FIRST CLASS MAIL(Top 30 Creditors)Adams Employment CounselChristopher A. Adams4740 Calle CargaCamarillo, CA 93012

FIRST CLASS MAIL(Top 30 Creditors)Walt Disney Studio PicturesSandy MoruzziPO Box 732554Dallas, TX 75373

FIRST CLASS MAIL(Top 30 Creditors)Walt Disney Studio PicturesSandy Moruzzi500 South Buena Vista StreetBurbank, CA 91521

FIRST CLASS MAIL(Top 30 Creditors)Sysco1390 Enclave ParkwayHouston, TX 77077-2099

4DOCS DE:224842.1 39566/001


FIRST CLASS MAIL FIRST CLASS MAIL(Top 30 Creditors) (Top 30 Creditors)Sony Pictures SDQ Fee, LLCRobin Kittrell c/o WP GlimcherPO Box 840550 180 E. Broad Street, 21st Floor

Dallas, TX 75284-0550 Columbus, OH 43215

FIRST CLASS MAIL FIRST CLASS MAIL(Top 30 Creditors) (Top 30 Creditors)

Sony Pictures Integrated Media System

Robin Kittrell DBA Be Media

10202 West Washington Blvd 9729 Lurline Ave

Culver City, CA 9023 Chatsworth, CA 91311

FIRST CLASS MAIL FIRST CLASS MAIL

(Top 30 Creditors) (Top 30 Creditors)

TDC Fort Lee LLC Crowe LLP

c/o Lincoln Eastern Management Corp 320 E Jefferson Blvd

2030 Hudson Street South Bend, IN 46624

Unit 520Fort Lee, NJ 07024 FIRST CLASS MAIL

(Top 30 Creditors)

FIRST CLASS MAIL Federal Realty Investment Trust

(Top 30 Creditors) Lock Box #9320

Ecostruction LLC PO Box 8500

Sam Modzelewski Philadelphia, PA 19178-9320

Jeff Grueninger946 NE 80th Street FIRST CLASS MAIL

Miami, FL 33138 (Top 30 Creditors)Federal Realty Investment Trust

FIRST CLASS MAIL 1626 E. Jefferson St.

(Top 30 Creditors) Rockville, MD 20852

Hodges &Associates, PLLCGerald Luecke, President FIRST CLASS MAIL

13642 Omega Road (Top 30 Creditors}

Dallas, TX 75244-4514 ID &Design International, Inc.Casie Idle

FIRST CLASS MAIL 5100 North Dixie Highway

(Top 30 Creditors) Fort Lauderdale, FL 33334

SDQ Fee, LLCWashington Prime FIRST CLASS MAIL

Attn: Stephen Ifeduba (Top 30 Creditors)

180 E. Broad Street Universal Film Exchanges

Columbus, OH 43215 PO BOX: 848270Dallas, TX 75284-8270Carla Ortiz

DOCS DE224842. ] 39566/001


FIRST CLASS 1l~dAIL(Top 30 Creditors)Bank of America Lockbox Services1950 N Stemmons FwySte 5010, Lockbox# 848270Dallas, TX 75207-3199

FIRST CLASS MAIL(Top 30 Creditors)Paramount Pictures / DreamworksBeth OzburnPO Box 748774Los Angeles, CA 90074-774

FIRST CLASS MAIL(Top 30 Creditors)Paramount Pictures / DreamworksBeth Ozburn5515 Melrose Ave,Los Angeles, CA 90038

FIRST CLASS MAIL(Top 30 Creditors)Schindler Elevator CorporationU.S. Headquarters20 Whippany RoadMorristown, NJ 07960

FIRST CLASS MAIL(Top 30 Creditors)Softeq Development Corporation

1155 Dairy AshfordSuite 125Houston, TX 77079

FIRST CLASS MAIL(Top 30 Creditors)Stainless Fixtures Inc1250 E Franklin AvenuePomona, CA 91766

FIRST CLASS MAIL(Top 30 Creditors)Jackson Lewis PCDavid G. Hoiles, Jr.Managing Principal225 Broadway Suite 2000San Diego CA 92101

FIRST CLASS MAIL(Top 3 0 Creditors)Delray Beach 4th & 5th Avenue LLCc/o Samuels &Associates Management

LLC136 Brookline AvenueBoston, MA 2215

FIRST CLASS MAIL(Top 30 Creditors)Driscoll FoodsP. Carson174 Delawanna AveClifton, NJ 07014

FIRST CLASS MAIL(Top 30 Creditors)Spencer StuartDavid Mac Eachern355 Alhambra Cir Suite 1300Coral Gables, FL 33134

FIRST CLASS MAIL(Top 30 Creditors)IPFS CorporationVera Kagan, Assoc. General CounselP.O. Box 730223Dallas, TX 75373-0223

FIRST CLASS MAIL(Top 30 Creditors)AVCO Center Corporation

Bob yari, President10850 Wilshire BlvdSte 1050Los Angeles, CA 90024

6DOCS DE:224842.1 39566/001


FIRST CLASS MAIL(Top 30 Creditors)Cardlytics Inc.Scott D. Grimes, CEO675 Ponce de Leon Ave NESuite 6000Atlanta, GA 30308

FIRST CLASS MAIL(Top 30 Creditors)Lane Valente Industries20 Keyland CourtBohemia, NY 11716

FIRST CLASS MAIL(Top 30 Creditors)America's Escape GameJim Llewllyn, COO8723 International Dr.Orlando, FL 32819

FIRST CLASS MAIL(Top 30 Creditors)Village FV Ltdc/o LPC Retailing Accounting,Dennis Streit, CFO2000 McKinney AveSTE 1000Dallas TX 75012 027

FOREIGN FIRST CLASS(Top 30 Creditors)Superl Sequoia LimitedUnit 612, 6/F Tower 1833 Cheung Sha Wan Road Kowloon,Hong Kong

7DOCS D~:224842.1 39566/001


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