Case 19-11739-LSS Doc 94 Filed 08/13/19 Page 1 of 21 - Amazon Web...

IN THE UNITED STATES BANKRUPTCI' COURTFOR THE DISTRICT OF DEL~~'~'AItE

In re: Chapter 11

iPic-Gold Class Entertainment, LLC, et ccl.,~ I Case No. 19-11739 (LSS)

Debtors. ~ (Jointly Administered)

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

DEBTORS' APPLICATION FOR ENTRY OF AN ORDER: (I) AUTHORIZINGDEBTORS TO EMPLOY AND RETAIN PJ SOLOI~ION AS INVESTMENT BANKERTO THE DEBTORS EFF~CTIV~ NUNC PRO TUNC TO THE PETITION Dr~TE,

(II) APPROVING THE T~RI~IS QF THE E`TGAGEMENT LETTER,(III) MODIFYING CERTAIl\T TIME-~~EEPING REQUIREMENTS,

AND (IV) GRANTING RELATED RELIEF

The debtors and debtors in possession in the above-captioned cases (collectively, the

"Debtors" or the "Company") hereby apply to the Court (this "Application"), pursuant to

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

2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Banlcruptc~") and

Rules 2014-1 and 2016-2(h) of the Local Rules of Bankruptcy Practice and Procedure of the

United States Bankruptcy Court for the District of Delaware (the "Local Rules"), for the entry of

an order, substantially in the form attached as Exhibit A (the "Proposed Order") (i) authorizing

them to employ and retain PJ SoloYnon, L.P. and/or its affiliate PJ Solomon Securities, LLC

(collectively, "Solomon") as investment banker ~zunc pro tu~~c to the Petition Date (as defined

~ The Debtors in these cha}~ter 11 cases, along with Che last four digits of each Debtor's federal tax identification

n~nnbei•, as applicable, are: iPic Entertai~lment l~zc. (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 busi~~ess is 433 Plaza Real, Suite 335, Boca Rato~~, FL 33432.

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Case 19-11739-LSS Doc 94 Filed 08/13/19 of 21

below) in accordance with the terms and conditions set forth in that certain amended and restated

engagement letter between iPic Entertainment Inc. and Solomon, dated as of July 22, 2019

(the "Engagement Letter"),Z (ii) approving the terms of the Engagement Letter, including the fee

and expense structure and the indemnification, contribution, reimbursement and related

provisions set forth therein, (iii) modifying certain information requirements of Local Rule 2016-

2, and (iv) granting related relief. In support of this Application, the Debtors submit the

declaration of Richard S. Brail (the Brad Declaration"), attached hereto as exhibit B. In further

support of the Application, the Debtors respectfully represent as follows:

.Tnrisdictimi

1. 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 Ame~zdec~

Stc~ndiizg Order of Refereizce fi~o~n the United States District Court for the District 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 their 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

Application 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.

'- A copy of the Engagement Letter is attached as Exhibit l to the Proposed Order.

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The bases for the relief sought herein are sections 327(a) and 328(a) of the

Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-2(h).

Background

4. On August 5, 2019 (the "Petition Date"), each Debtor commenced with this Court

a voluntary case under Chapter 11 of the Bankruptcy Code. The Debtors continue to operate

their businesses and manage their properties as debtors in possession pursuant to sections 1107(a)

and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee of creditors has

been appointed in these chapter 11 cases.

5. The Debtors are a leading provider ofpolished-casual dining in a luxury theater

auditorium environment. The Debtors are one of the largest combined movie theater and

restaurant entertainment destinations with locations that provide a luxurious movie-going

experience at an affordable price. The Debtors provide customers with high-quality, chef-driven

culinary and mixology in unique destinations that include premium movie theaters, restaurants,

and lounges.

6. Amore detailed description of the Debtors' business and operations, and the

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

Dc~vicl M. Baker ziz Support First Day Motions [Docket No. 4] (the "Declaration"), and

incorporated herein by reference.

Relief Requested

By this Application, pursuant to sections 327(a) and 328(a) of the Bankruptcy

Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-2(h), the Debtors

request authority to appoint and retain Solomon as their invesnllent banker in the Debtors'

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chapter 11 cases in accordance with the terms and conditions set forth in the Engagement Letter,

effective as of the Petition Date.

Solomon's Qualifications

In light of the size and complexity of these cases, the Debtors require a qualified

and experienced investment banker with the resources, capabilities, and experience of Solomon

to assist the Debtors in pursuing the transactions that are crucial to the success of the Debtors'

cases. Investment banking expertise, such as the expertise provided by Solomon, is a necessary,

vital, and critical service that will complement the services provided by the Debtors' other

professionals, without duplication. The Debtors believe the retention of Solomon as their

investment banker is in the best interest of their estates and will inure to the benefit of all parties

in interest because, among other things, Solomon has extensive experience in, and an excellent

reputation for, providing investment banking services to debtors in bankruptcy reorganizations

and other restructurings.

Solomon, and in particular Mr. Brail, who is the Head of Solomon's Media,

Entertainment &Communications Group, have extensive experience advising companies in the

site-based entertainment industry. Mr. Brail's transaction experience includes extensive work in

the motion picture exhibition sector and the dine-in theatre segment. He has worked as both sell-

side and buy-side advisor for traditional theatres, luxury theatres and dine-in concepts. His

transaction experience in the dine-in theatre segment includes advising: Moviehouse &Eatery

on its Sale to Cinepolis (2019); VSS-Southern Theatres/Movie Tavern on its sale to Marcus

Corporation (2019); Cobb on its sale of Cinebistro to Cinemex (2017) and Movie Tavern on its

sale to VSS/Southern Theatres (2013). His transaction experience in the broader motion picture

exhibition sector includes advising: Santikos Enterprises on its sale of certain theatres and

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property far' future development to Regal (Apri12017); Cobb Theatres on its sale to Cinemex

(2017), Marcus Corporation on its acquisition of Wehrenberg Theatt~es (2016); Bow Tie Cinemas

on its sale of a collection of theatres to Cinepolis (2016); Starplex Cinemas on its sale to AMC

Entertainment (2016); Kerasotes Theatres on its sale to AMC Entertainment (2010), and Syufy

Enterprises on its sale of Century Theatres to Cinemark USA (2006).

10. Further, Mr. Brail has extensive relationships across the landscape of likely

interested parties, including existing theatre operators, site-based entertainment and venue

management companies, and financial investors. He also maintains active dialogues with parties

who invest opportunistically in transactions with turnaround potential.

11. In addition, Solomon and its senior professionals have extensive

experience in the reorganization and restructuring of troubled companies, both out-of-court

and in chapter 11 proceedings. Solomon's employees have advised debtors, creditors, equity

constituencies, and government agencies in many complex reorganizations and Solomon has

been retained as investment bankers in a number of troubled company situations in various

jurisdictions, including, among others: hz ~~e Payless Holdi~zgs LLC, Case No. 19-40883 (Bankr.

E.D. Mo. Mar. 19, 2019); ba re Quicksilvef~, Inc., Case No. 15-11880 (Bankr. D. Del. Oct. 28,

2015); In re HHLiquidcrtiorz, LLC (f/lda In re Haggen Holdings, LLC), Case No. 15-11874 (KG)

(~Banlcr. D. Del. Oct. 8, 2015); liz re Tl2e Dolan Comp~i~y, Case No. 14-10614 (Bankr. D. Del.

Apr. 15, 2014); h~~ re MESInt'l, Inc., Case No. 09-14109 (Banla~. D. Del. Feb. 26, 2010); bi re

CD Lilzriclmtioi~ Co., LLC, Case No. 09-13038 (Banta'. D. Del. Sept. 15, 2009); b~ i~e Leca~~ Corp.,

Case No. 09-14326 (Banlcr. S.DN.Y. Aug. 25, 2009); In ~~e Bzril~~ing Materials Holding Corp.,

Case No. 09-12074 (Ba1~l~~. D. Del. July 16, 2009); bz re Ecl~l~~e Bcruer Holdi»gs, Inc., Case No.

09-12099 (Bankj-. D. Del. July 7, 2009); In re Pola~~oid Copp., Case No. 08-46617 (Banta-. D.

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Minn. Feb. 9, 2009); bz re Tweeter Hone Entm't Grp., Inc., Case No. 07- 10787 (Banlcr. D. Del.

July 13, 2007); Ifs re M. Fabrikant & Sojas, Inc., Case No. 06-12737 (Bankr. S.D.N.Y. May 25,

2007); bz re Dzarcz Auto. Sys., Inc., Case No. 06-11202 (Bankr. D. Del. Dec. 6, 2006); lip re DaJ~a

Corp., Case No. 06- 10354 (Bankr. S.D.N.Y. March 9, 2006); In re J.L. FreJ~ch Auto. Castings,

bzc., Case No. 06- 10119 (Bankr. D. Del. March 22, 2006); and In re AI Realty Marketing of

New Yoriz, Inc., Case No. 01-40252 (Bankr. S.D.N.Y. Sept. 11, 2002). Accordingly, Solomon has

significant relevant experience and expertise that will enable Solomon and its professionals to

provide necessary investment banking services to the Debtors in these chapter 11 cases.

12. Additionally, Solomon is already familiar with the Debtors' operations. As

discussed more fully in the Brail Declaration, the Debtors first engaged Solomon on June 10,

2019. Since that date, Solomon has worked with the Debtors, and the Debtors other

professionals, to provide the services outlined below. Thus, Solomon is already knowledgeable

about the Debtors' business and is well-suited to provide the investment banking services to the

Debtors that are contemplated by the Engagement Letter and described herein.

Services to Be Provided

13. Subject to the approval of the Court, the contemplated terms and conditions of

Solomon's engagement in these cases are set forth in the Engagement Letter. These terms were

negotiated at arm's length between the Debtors and Solomon and reflect the parties' mutual

agreement as to the substantial efforts that will be 7-equired by Solomon in this engagement In

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consideration for the compensation contemplated in the Engagement Letter, Solomon has

provided and has agreed to provide the following services (the "Services") in these cases:3

(a) Solomon will familiarize itself to the extent it deems appropriate

and feasible with the business, operations, properties, financial

condition and prospects of the Company and, to the extent relevant,

any prospective Buyer (as defined in the Engagement Letter), it

being understood that Solomon shall, in the course of such

familiarization, rely entirely upon publicly available information

and such other information as may be supplied by the Company or

such Buyer, without assuming any responsibility for independent

investigation or verification thereof;

(b) Solomon will advise and assist the Company in considering the

desirability of effecting a Transaction including, but not limited to,assessing the financial issues related to the Transaction and/ordeveloping and evaluating strategic options for the Company, and,

if the Company believes any such Transaction to be desirable, in

developing a general strategy for accomplishing such Transaction;

(c) Solomon will advise and assist the Company in identifying

potential Buyers and will, on behalf of the Company, contact such

potential Buyers as the Company may designate;

(d) At the Company's request, Solomon will advise and assist the

Company in the preparation of descriptive data concerning the

Company, in responding to due diligence requests from

prospective Buyers, and in establishing and maintaining an

electronic or physical data room for use by prospective Buyers, in

each case, based upon information provided by the Company, the

reasonableness, accuracy and completeness of which information

Solomon will not be required to investigate and about which

Solomon will express no opinion;

(e) Solomon will consult with and advise the Company concerning

oppo7-tunities for any Sale Transaction (as defined in the

Tl~e stnnmaiy of the Engagement Letter in this Application is qualified in its entirety by reference to the

provisions of the Engagement Letter. To Yl~e extent YhaY there is any discrepancy between the s~i~mna~y contained

herein a~~d the terms set forth i» the Engagement Letter, the terms of the Engagement Letter shall govern and

co»tr~ol. Capitalized terms used in describing the teens of tl~e Engageme~~t Letter, but not otherwise defined herein,

shall have the meanings given to s~ich teens in the Engagement Letter.

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Engagement Letter) and periodically advise the Company as to thestatus of dealings with any potential Buyer on an "as needed" basis;

(~ Solomon will advise and assist management of the Company inmaking presentations to the Company's Board of Directors orappropriate committee thereof (the "Board") concerning generalstrategy and any proposed Sale Transaction and will attend anysuch Board or committee meetings at Company's request;

(g) Solomon will advise and assist the Company in the course of itsnegotiations of any Sale Transaction with any potential Buyer;

(h) In connection with a Restructuring Transaction (as defined below)and/or a Financing (as defined in the Engagement Letter), Solomonwill evaluate the Company's capital structure alternatives, adviseon tactics and strategies for negotiating with counterparties andadvise on the timing, nature and terms of new securities, otherconsideration or other inducements to be offered pursuant any suchRestructuring Transaction and/or Financing.

(i) Solomon will advise and assist the Company in the execution ofand closing under a definitive agreement relating to a Transaction;and

(j) Solomon will render such other financial advisory and investmentbanking services as may from time to time be agreed upon bySolomon and the Company.

14. To the extent the Debtors request Solomon to perform additional services not

contemplated by the Engagement Letter, such services and the fees for such services will be

mutually agreed upon by Solomon and the Debtors, in writing, in advance and subject to Court

approval.

15. The Services being provided to the Debtors are necessary to assist the Debtors in

determining the most optimal and value-maximizing strategy in these chapter 11 cases. The

resources, capabilities, and experience of Solomon in advising the Debtors are important to the

Debtors' chapter 11 efforts. As ahighly-qualified investment banker, Solomon fiilfills a critical

need, which complements the services offered by the Debtors' other rests-uctui-ing professionals.

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Professional Compensation

16. In consideration of the Services, and as more fully described in the Engagement

Letter, subject to the Court's approval, the Debtors have agreed to pay Solomon the proposed

compensation set forth in the Engagement Letter (the "Fee and Expense Structure"), which is

summarized below:

(a) The Company and Solomon acknowledge that the Company paid Solomon aretainer fee (the "Retainer Fee") of $100,000 promptly following execution of theInitial Engagement Letter.4

(b) The Company shall pay Solomon a monthly financial advisory fee of $100,000per month (the "Monthly Advisary Fee"), the first of which shall accrue on thedate the Company files for Chapter 11 bankruptcy protection, and thereafter onthe first day of the following two months; provided, however, that such MonthlyAdvisory Fees shall not be payable until the relevant Bankruptcy Court approvesSolomon's retention.

(c) The Company shall pay Solomon the following fees in respect of a SaleTransaction:

(i) At the closing of a Sale Transaction in which the Sale Transactioncounterparty is a Third Party Non-Operator, a transaction fee (the "Non-Operator Transaction Fee") of $1.75 million less any Retainer Fee paidand not previously credited. For purposes of this agreement, "Third PartyNon-Operator" shall mean a financial sponsor, private equity fund, or anyentity that does not own or operate a movie theater.

(ii) At the closing of a Sale Transaction other than a Sale Transactiondescribed in Section 3(c)(i) above, a transaction fee (the "StrategicTransaction Fee" and together with allon-Operator Transaction Fee, eacha "Sale Transaction Fee") equal to $2.5 million less any Retainer Fee paidand not previously credited.

(d) If any Restructuring Transaction is consuzl7mated, the Company shall paySolomon a transaction fee (a "Restnzcturing Transaction Fee") at the. closingthereof, equal to $1.75 million. For the avoidance of douUt, in the event that aSale Transaction occut~s, whether or not such Sale Transaction occurs within a

4 The Company a»d Solomon previously entered into air engagement IeYCer dated June 10, 2019 (the "Initial

En~~ement Letter").

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bankruptcy process (i.e., sale and auction process as contemplated under

Bankruptcy Code 363) or outside of a bankruptcy process, the fee payable inrespect of such Transaction shall be the Sale Transaction Fee as calculatedpursuant to Section 3(c) of the Engagement Letter.

(e) If any Financing is consummated, the Company will pay to Solomon a financing

fee equal to the applicable percentage below of the gross proceeds of, or ifgreater, maximum lending or funding commitment under, such Financing (a"Financing Transaction Fee"):

(i) 1.0% for senior secured debt (including, without limitation, "debtor in

possession" financing);

(ii) 2.5% for junior secured debt or any unsecured debt, includingsubordinated or mezzanine debt, or unitranche debt (i. e., combiningdifferent types of debt, such as senior and subordinated, into oneinstrument);

(iii) 4.5%for common, preferred or other equity, including, without limitation,

securities or debt convertible into equity or' equity-linked debt

(iv) Notwithstanding the terms of the Engagement Letter, Solomon has agreed

to cap the amount of any Financing Transaction Fee at $2.0 million, and

no Financing Transaction Fee is payable in respect of proceeds receivedfrom Retirement Systems of Alabama as debtor-in-possession financing.5

(fl If the proceeds of any such Financing are to be funded in more than one stage, theaggregate proceeds to be raised in all stages of such Financing shall be deemed to

have been received, and Solomon shall be entitled to the applicable compensation

calculated based on such aggregate proceeds, upon the closing date of the firststage thereof.

(g) In addition, the Company and Solomon acknowledge and agree that in no eventshall more than one fee be payable to Solomon under Section 3(c) and Section3(d) of the Engagement Letter. If ~ single transaction involves both a SaleTransaction and a Restructuring Transaction, the highest of the applicable SaleTransaction Fee or Resttucturing Transaction Fee shall be paid to Solomon.

However, a Financing Transaction Fee shall be due in addition to a SaleTransaction Fee or Restructuring Transaction Fee, unless the proceeds of suchFinancing are used as part of a Sale Transaction or a Restructuring Transaction.

In addition, the re~Ierence to "two years" in Sectio» 6 (Term) of the Engagement Letter his been replaced with "12

IIIOIIY}l S."

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17. The Company also agrees to reimburse Solomon monthly for its out-of-pocket

expenses incurred in connection with the provision of its services, the execution and delivery of

the Engagement Letter, and the consummation of any Transaction, including without limitation

the fees, disbursements and other charges of Solomon's counsel; provided that the amount of

such expenses for which Solomon may seek reimbursement from the Company shall not exceed

$75,000 in the aggregate without the Company's consent (not to be unreasonably withheld).

Out-of-pocket expenses also shall include, but not be limited to, travel and lodging, data

processing and communication charges, research and courier services.

18. The Fee and Expense Structure described above is comparable to compensation

generally charged by other firms of similar stature to Solomon for comparable engagements,

both in and out of bankruptcy. The Fee and Expense Structure is also consistent with Solomon's

normal and customary billing practices for cases of this size and complexity that require the level

and scope of services outlined above. Solomon and the Debtors believe that the Fee and

Expense Structure is reasonable.

19. In determining the level of compensation to be paid to Solomon and its

reasonableness, the Debtors compared Solomon's proposed Fees with the range of investment

banking fees in other large and complex chapter 11 cases. The Fee and Expense Structure has

been agreed uparl by the parties in anticipation that a substantial commitment of professional

tinge and effort will be required of Solomon and its professionals hereunder, that such

commitment may foreclose other opportunities for Solomon, and that the actual time and

commitment required of Solomon and its professionals to perform its services hereunder tnay

vary substantially from week to week or- month to month.

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20. The Debtors submit that Solomon has obtained valuable institutional

knowledge of the Debtors' businesses, financial affairs and creditors as a result of providing

services to the Debtors before the Petition Date and that Solomon is both well qualified and

uniquely able to perform these services and assist the Debtors in these chapter 11 cases.

Moreover, the Debtors believe that Solomon's services will assist the Debtors in a successful

outcome of these chapter 11 cases.

21. Solomon's strategic and financial expertise as well as its capital markets

knowledge, financing skills, restY-ucturing capabilities and mergers and acquisitions expertise,

some or all of which may be required by the Debtors during the term of Solomon's engagement

hereunder, were important factors in determining the Fee and Expense Structure. The Debtors

believe that the ultimate benefit of Solomon's services hereunder cannot be measured by

reference to the number of hours to be expended by Solomon' professionals in the performance

of such services.

22. Solomon has not shared or agreed to share any compensation to be paid by the

Debtors with any other person, otheY- than other principals and employees of Solomon, in

accordance with section 504 of the Bankruptcy Code.

23. In sum, in light of the foregoing and given the numerous issues which Solomon

may be required to address in the performance of its services hereunder, Solomon's commitment

to the variable level of time and effort necessary to address all such issues as they arise, and the

rnarlcet prices for Solomon's services for engagements of this nature both out-of-court and in a

chapter 11 context, the Debtors believe that the Fee and Expense Structure is market-based and

fair and reasonable under the standards set forth in section 328(a) of the Banl~~uptcy Code.

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24. Accordingly, as more fully described below, the Debtors believe that this Court

should approve Solomon's retention subject to the standard of review set forth in section 328(a)

of the Bankruptcy Code and that Solomon's compensation should not be subject to any

additional standard of review under section 330 of the Bankruptcy Code.

Indemnification

25. As part of the overall compensation payable to Solomon under the terms of the

Engagement Letter, the Debtors have agreed to certain indemnification and contribution

obligations as described in the Engagement Letter and "Exhibit A" attached thereto (the

"Indemnification Letter"). The Indemnification Letter provides, among other things, that the

Debtors will indemnify and hold harmless Solomon and its affiliates and their respective

directors, officers, agents, employees, and contt-olling persons subject to customary carve outs

For gross negligence, bad faith, and willful misconduct. Both the Debtors and Solomon believe

that such provisions are customary and reasonable for investment banking engagements, both

out-of- court and in chapter- 11 cases. The terms of the Indemnification Letter, as modified in the

Proposed Order, are similar to indemnification terms that have been previously approved by the

Com-t and other banlctuptcy courts in other large chapter ll cases.

26. The Debtors and Solomon fully negotiated the terms of the Engagement Leiter

and the Indemnification Letter at arm's length, and the Debtors respectfiilly submit that the terms

of the Indemnification Letter are reasonable and in the best interests of the Debtors, their- estates,

and creditors. Accordingly, as part of this 1~p~lication, the Debtors request that this Court

approve the terms of the Indem~zification Letter as may be modified by the Proposed Order.

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No Duplication of Services

27. In addition to this Application, the Debtors have applied, or anticipate that they

will apply, to the Court to retain, among others, (a) Pachulski Stang Ziehl &Jones LLP, as

bankruptcy counsel, (b) FTI Consulting to provide a Chief Restructuring Officer ("CRO") and

support personnel for the CRO, and (c) Stretto as claims and noticing agent. The Debtors are

mindful of the need to avoid duplication of services and the. Debtors understand that Solomon

will use its reasonable efforts to work cooperatively with the Debtors' other professionals to

integrate any respective work performed by those professionals on behalf of the Debtors. The

Debtors believe that Solomon's services will not duplicate the efforts of the other professionals

retained by the Debtors in these cases.

Record-Keeping Requirements and Modification of Local Rule 2016-2

28. It is not the general practice of investment banking firms, including Solomon, to

keep detailed time records similar to those customarily kept by attorneys and required by Local

Rule 2016-2(d). Because Solomon does not ordinarily maintain contemporaneous time records

in one-tenth hour (.10) increments or provide or conform to a schedule of hourly rates for its

professionals, the Debtors request pursuant to Local Rule 2016-2(h) that Solomon be excused

from compliance with the requirements under Local Rule 2016-2(d). Instead, Solomon proposes

to maintain records of services rendered for the Debtors, including summary descriptions of

those services, the approximate time expended in providing those services (in half-hour (.5)

increlnent~s) and the identity of the individuals who provided those services. Solomon will

include such records in its fee applications.

29. Solomon will also maintain detailed records of any actual and necessary costs and

expenses incurred in connection with the afol-ementioned services. Solomon's applications for

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compensation and expenses will be paid by the Debtors, pursuant to the terms of the Engagement

Letter, in accordance with the procedures established by the Court.

30. Bankruptcy courts in this and other jurisdictions have approved similar waivers to

the one requested in this Application. See, e.g., In re M&G USA Corp., Case No. 17-12307

(BLS) (Bankr. D. Del. Dec. 1, 2017); bz re GeizOn Energy, Inc., No. 17-33695 (DRJ) (Bankr.

S.D. Tex, July 14, 2017); In re rue21, inc., No. 17-22045 (GLT) (Bankr. W.D. Pa. June 28,

2017); In re Answers Holdings, It2c., No. 17-10496 (SMB) (Bankr. S.D.N.Y. Apr. 7, 2017); I~z re

UltYcz Petrolezarn Corp., No. 16-32202 (MI) (Banlcr. S.D. Tex. June 20, 2016); In re Sports Auth.

Holdings, IJzc., No. 16-10527 (MFW) (Bankr. D. Del. Mar. 29, 2016).

Disinterestedness

31. As more fully set forth in the Brail Declaration, prior to ding this application, the

Debtors' counsel provided Solomon with a list of Potential Parties in Interest, which is the same

list the Debtors' counsel used to search for potential conflicts in connection with its retention

application. Solomon ran the list of Potential Parties in Interest through its database and also

sent an email to all Solomon personnel to determine if Solomon had any connections with the

Potential Parties in Interest.

32. Tv the best of the Debtors' knowledge, information and belief as of the date

hereof, Solomon (a) is a "disinterested person," as such term is defined in section 101(14) of the

Bankruptcy Code and as required under section 327(a) of the Bankruptcy Code and, as set forth

in further detail in the Brail Declaration, (b) does not hold or represent an interest materially

adverse to Debtors' estates and (c) has no connection to the Debtor's, their creditors, shareholders

or other parties in interest, except as disclosed in the Brail Declaration.

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33. During the 90-day period before the Petition Date, Solomon received no payments

in respect of fees and expenses. In accordance with the terms of its Engagement Letter, Solomon

received a retainer in the amount of $100,000 on June 10, 2019.

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Basis for Relief

B. The Debtors Should Be Permitted to Employ and Retain Solomon on the Terms ofthe Engagement Letter Pursuant to Sections 327 and 328 of the Bankruptcy Code

34. The Debtors seek approval of Solomon's retention and compensation structure

pursuant to sections 327(a) and 328(a) of the Bankruptcy Code. Section 327(a) of the

Bankruptcy Code provides, in relevant part, as follows:

Except as otherwise provided in this section, the [Debtors], withthe court's approval, may employ one or more attorneys,accountants, appraisers, auctioneers, or other professional persons,that do not hold or represent an interest adverse to the estate, andthat are disinterested persons, to represent or assist the [Debtors] incarrying out [their] duties under this title.

11 U.S.C. § 327(a).

35. Section 1107(b) of the Bankruptcy Code elaborates upon sections 101(14) and

327(a) of the Bankruptcy Code in cases under chapter 11 of the Bankruptcy Code and provides

that "a person is not disqualified for employment under section 327 of [the Bankruptcy Code] by

a debtor in possession solely because of such person's employment by or representation of the

debtor before the commencement of the case." 11 U.S.C. § 1107(b).

36. Section 328(a) of the Bankruptcy Code provides, in pertinent part, that a debtor

"with the court's approval, play 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). Thus, section 328(a) of the Bankruptcy Code permits the compensation of

professionals, including financial advisors and investment banking firms, on more flexible terms

that reflect the nature of their services and market conditions.

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37. As discussed above and as set forth in the Brail Declaration, Solomon satisfies the

disinterestedness standard in section 327(a) of the Bankruptcy Code. Additionally, given the

numerous issues that Solomon may be required to address in the performance of the services for

the Debtors pursuant to the Engagement Letter, Solomon's commitment to the variable level of

time and effort necessary to address all such issues as they arise and the market prices fot-

Solomon's services for engagements of this nature, the Debtors believe that the terms and

conditions of the Engagement letter are fair, reasonable and market-based under the standards set

forth in section 328(a) of the Bankruptcy Code.

38. Similar fixed and contingency fee arrangements have been approved and

implemented by courts in this and other districts in other large chapter 11 cases. See, e.g., hz re

Cloud Peak ETzergy Inc., Case No. 19-11047 (KG) (Bankr. D. Del. June 12, 2019); Iii Ye M&G

USA Corp., Case No. 17-12307 (BLS) (Bankr. D. Del. Dec. 1, 2017); In re GenOJz Energy, Iizc.,

No. 17-33695 (DRJ) (Banlcr. S.D. Tex, July 14, 2017); bz re r~ue21, hzc., No. 17-22045 (GLT)

(Bankr. W.D. Pa. June 28, 2017); ha re Answers Holdings, bzc., No. 17-10496 (SMB) (Bankr.

S.D.N.Y. Apr. 7, 2017); Iii re Ultra Peti~oleu~n Corp., No. 16-32202 (MI) (Banlcr. S.D. Tex. June

20, 2016); Iia i~e Sports Auth. Holcliizgs, Inc., No. 16-10527 (MFW) (Banlcr. D. Del. Mar. 29,

2016); hz i~e Alpha Natitrc~l Res., bze., No. 15- 33896 (KRH) (Banlcr. E.D. Va. Sept. 17, 2015); In

re Alle~~ Sys. Grp., Inc., No. 15-10332 (KJC) (Banlcr. D. Del. Mar. 19, 2015); h2 ~-e Nll Holcli~~gs,

Inc., No. 14-12611 (SCC) (Banlcr. S.DN.Y. Oct. 22, 2014); Iii re Geolci~~~etics b7c., No. 13-10472

(KJC) (Banlcr. D. Del. Apr. 2, 2013); Iiz re LCI Holding Co., Inc., No. 12-13319 (KG) (Banlcr. D.

Del. Jan. 10, 2013).

rocs ~e:azas~o.z ~ys~>~iooi


C. Nainc Pro Tu~zc Relief is ~~'arranted

39. The Debtors believe that the employment of Solomon effective izzii~c pro tui2c to

the Petition Date is waz-ranted under the circumstances of these cases so Solomon may be

compensated for its services prior to entry of an order approving Solomon's retention. Further,

the Debtors believe no party in interest will be prejudiced by the granting of the izzanc pro tuizc

employment because Solomon has provided, and will continue to provide, valuable services to

the Debtors' estates in the interim period.

40. Courts in this and other districts routinely approve fzunc pro tunc employment

similar to that requested herein. See, e.g., In re Clozad Peak EizeYgy Inc., Case No. 19-11047

(KG) (Bankr. D. Del. June 12, 2019); In re MSG USA Corp., Case No. 17-12307 (BLS) (Bankr.

D. Del. Dec. 1, 2017); bz re GefzOi~ Energy, Inc., No. 17-33695 (DRJ) (Bankr. S.D. Tex, July 14,

2017); Ii2 i-e rLie21, Ii~c., No. 17-22045 (GLT) (Bankr. W.D. Pa. June 28, 2017); In re A~Zswers

Holdi~zgs, I~zc., No. 17-10496 (SMB) (Bankr. S.D.N.Y. Apr. 7, 2017); Iii re Ultra Petroleum

Corp., No. 16-32202 (MI) (Bankr. S.D. Tex. June 20, 2016); In re Sports ~lzith. Holdings, I~ac.,

No. 16-10527 (MFW) (Banlcr. D. Del. Mar. 29, 2016).

D. The Retention of Solomon Is Critical to the Debtors' Chapter 11 Efforts.

41. The Debtors submit that the retention of Solomon is in the best interest of all

parties in interest in these cases. Solomon is a preeminent investment banking firm that is

intimately familiar with the Debtors' businesses. Denial of the relief requested herein will

deprive the Debtors of the assistance of a uniquely qualified investment banking advisor and

would be disadvantageous to the Debtors and all parties in interest. The Debtors remain in need

of investment banking services to perform analysis, engage the marketplace, and negotiate the

terms of one or more potential transactions in an effort to pursue t17e most value-maximizing

19

DOC'S D1~:2?4i7O.? 39566/001


strategy in these cases. Absent Solomon's retention, the Debtors would likely be required to

engage a new investment banker who would lack Solomon's understanding of the Debtors'

business. Anewly-retained investment banking advisor would require time and resources to get

up to speed, which would imperil the Debtors' ability to efficiently determine and execute the

appropriate strategy in these cases and create attendant administrative costs for the Debtors'

estates.

42. Moreover, comparable investment bankers that the Debtors would require in these

cases would likely charge an equal or greater amount of fees. Based on services performed to

date, Solomon has been integral to preparing the Debtors for these cases. Based on the foregoing,

the Debtor's submit they have satisfied the requirements of the Bankruptcy Code, the Bankruptcy

Rules, and the Local Rules to support entry of an order authorizing the Debtors to retain and

employ Solomon in these cases on the terms described herein and in the Engagement Letter.

Notice

43. Notice of this Application will be provided to the following pa~~ties, or, in lieu

thereof, their counsel, if known: (i) the Office of the United States Tnistee; (ii) each of Debtors'

thirty (30) largest unsecured creditors on a consolidated basis; (iii) counsel for the Debtors'

prepetition and postpetition lenders; and (iv) parties requesting notice pursuant to Banla-uptcy

Rule 2002. The Debtors submit that no other or further notice need be provided.

No Prior Request

44. No prior request for the relief sought herein has been made to this Court or any

other' court.

[Remainder of page left blan,lc]

20

~~ocs nr.:z?as~o.z 3~se~~iooi


WI-IEREFORE, the Debtors res}~ectfully request that the Cout-t enter the Pf•oposed

Order and grant such other• and fw-ther relief as may be appropriate.

Respectfully submitted,

Dated: August 13, 2019/s/Hamid H shemiChief Executive Officer•

?~

DOCS DI=::224570? 3966/001


I~1 THE UNITED STATES BANKRUPTCY COURTFOR THE DI~TRIC'T OF DELA~'~'ARE

In re: I Chapter 11

iPic-Gold Class Entertainment, LLC, et c~l.,~ Case No. 19-11739 (LSS)


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

NOTICE OF DEBTORS' APPLICATION FOR ENTRY OI' ANORDER: (I) AUTHORIZING DEBTORS TO EMPLOY r~ND

RETAIN PJ SOLOMON AS INVESTMENT BANKER TO THE DEBTORSEFFECTIVE NUNCPRO TUNCTO THE PETITION DATE, (II) APPROVINGTIE TERMS OF THE ENGAGEI~'IENT LETTER, (III) MODIFYING CERTAINTIi~T~-KEEPING REQUIREMENTS, AND (IV) GRANTING RELATED RELIEF

TO: (i) the Office of the United States Trustee; (ii) each of Debtors' thirty (30) largestunsecured creditors on a consolidated basis; (iii) counsel for the Debtors' prepetition andpostpetition lenders; and (iv) parties requesting notice pursuant to Bankruptcy Rule 2002.

PLEASE TAKE NOTICE that on August 13, 2019, the above-captioned debtors

and debtors in possession (collectively, the "Debtors"), filed the attached Debtors' AppliccztioJz

foi~ Ent y of can Order: (I) Aut7~of~izi~zg Debtors to Employ mz~~ Retaiiz PJSoloi7tioiz czs bavesti~zent

Baizlzer to the Debtors Effective Ni.~izc Pi~o Ti~nc to the Petitioiz Dcite, (II) Approving the Terns of

the E~zgagement Letter, (III) Modifying Cei^taiiz Tine-Keeping Regz~ii^enze~zts, card (IV) Gra~ztii~g

Relc~tecl Relief (the "Application") with the United States Bankruptcy Court for the Disn•ict of

Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 (the Bankruptcy").

~ The Debtors in these chapter 1 l cases, along with the last four digits of each Debtor's federal tax idei~tific~tion

number, as applicable, are: iPic Entertaii~mei~t Inc. (9582); iPic-Gold Class Entertai~~ment, LLC (4684); iPic Gold

Class I-Ioldi~~gs LLC (6315); iPic Media LLC (0150); iPic Texas, LLC (N/A); ai d Delray Beach Holdings, LLC

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

ROCS DI~234935.1 39>66/002

Case 19-11739-LSS Doc 94-1 Filed 08/13/19 Page 1 of 3

PLEASE TAKE FURTHER NOTICE that any t~esponse or objection to the

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

p.m. (Eastern Time).

PLEASE TAKE FURTHER NOTICE that at the same time, you must also

serve a copy of the response or objection upon: (i) the Debtors, iPic-Gold Class Entertainment,

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

Safran, Esq.; (ii) proposed counsel for the Debtors, Pachulslci Stang Ziehl &Jones LLP, 919 N.

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

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

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

([email protected]); (iii) counsel to the committee of unsecured creditors (if any); (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 Falgowslci, Esq. ([email protected]); (v) the Office of the

United States Trustee, 844 King Street, Suite 2207, Locicbox 35, Wilmington, DE 19801, Attn:

Benjamin A. Haclanan, 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.

DOGS UL:2?4)3>.I 39 66/00''


PLEE~S~ TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

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

2019 AT 11:00 ~.Ni. (EASTERN TIl~'I~) 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 13, 2019 PACHULSKI STANG ZIEHL &JONES LLP

/s/PeteY J. Keczi~e

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, 17"' FloorP.O. Box 8705Wilmington, DE 19899 (Courier 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400E-mail: [email protected]

[email protected]@pszjlaw.com

Proposed Attorizeys for Debtors c~iacl Debtors inPossessioi2

ROCS D62249i5.I 39166/002


EYHIBIT A

Proposed Order

DOGS DL:224570.2 3956G/001


IN THE UNITED ST~iTES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA~~ARE

In re:

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

Debtors

Chapter 11

Case No. 19-11739 (LSS)

(Jointly Administered)

ORDER: (I) AUTHORIZING DEBTORS TO EMPLOY AND RETAIN P3 SOLOMON

AS INVESTNTENT BANKER TO THE DEBTORS EFFECTI~~E NUNC PRO TUNC TO

THE PETITION DATE, (II) ~PPRO~ING THE ~ER~MS OF THE ENG~GENIENT

LETTER, (III) MODIFYING CERTt~IN TIRTE-KEEPING REQUIREMENTS,AND (IV) GRANTING RELATED RELIEF

Upon consideration of the application (the "Application")2 filed by the debtors and

debtors in possession in the above-captioned cases (collectively, the "Debtors" or the

"Company"), pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the

"Banlcruptc~"), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the

`Bankruptcy Rules") and Rules 2014-1 and 2016-2(h) of the Local Rules of Bankruptcy Practice

and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local

Rules"), for the entry of an order (this "Order"): (i) authorizing the Debtors to employ and retain

PJ Solomon, L.P. and/or its affiliate PJ Solomon Securities, LLC (collectively, "Solomon") as

investment banker nzuzc~ro tunc to the Petition Date in accordance with the terms and

conditions set forth in that certain amended and restated engagement letter between iPic

Entertainment Inc. and Solomon, dated as of July 22, 2019 (the "Engagement Letter"), (ii)

~ 7~~he Debtors in these chapter ll cases, along with tl~e last four digits of each Debtor's federal tax identification

number, as applicable, are: iPic E»tertainment Inc. (9582); iPic-Gold Class Entet-tainme~~t, 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 }lace of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.

'- Capitalized terms not otherwise defined herein shall have the meanings given to them iii the Application

DOGS DE2?41702 395GG/9Q1


approving the terms of the Engagement Letter, including the fee and expense structure and the

indemnification, contribution, reimbursement and related provisions set forth therein, (iii)

modifying certain information requirements of Local Rule 2016-2, and (iv) granting related

relief, as more fully set forth in the Application; and upon consideration of the Brail Declaration

attached to the Application as Exhibit B; this Court has found that: (i) this Court has jurisdiction

over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Ame~zded Standing OrcleY of

Reference from the United States District Court for the District of Delaware, dated February 29,

2012, (ii) this Court is able to issue a final order consistent with Article III of the United States

Constitution, (iii) venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409,

(iv) this is a core proceeding pursuant to 28 U.S.C. § 157(b), and (v) notice of the Application

and a hearing on the Application was sufficient under the circumstances, and it appearing that no

other or further notice need be provided; and after due deliberation, this Court has determined

that the legal and factual bases set forth in the Application establish just cause for the relief

granted herein and that the terms and conditions of Solomon's engagement, including but not

limited to the Fee and Expense StY-ucture set forth in the Engagement Letter and summarized in

the Application, are reasonable as required by section 328(a) of the Bankruptcy Code; and the

Court having found that Solomon is a "disinterested person" as that term is defined in section

101(14) of the Bankruptcy Code; and the Court having found that the relief requested in the

Application is in the best interests of the Debtors, their creditors, their estates and all other

parties in interest; and sufficient cause appearing therefore; it is HEREBY ORDERED THAT:

1. The Application is G12ANTED as set forth herein.

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

Bat~lcruptcy Code, Banlcru~tcy Rule 2014 and Local Rule 2014-1, to employ and retain Solomon

rocs ~e:z?as~o.=3>>cbiooi


as their investment banker- in accordance with the terms and conditions set forth in the

Engagement Letter, effective nzifzc pro tui~c to the Petition Date and to pay fees and reimburse

expenses to Solomon on the teens and at the times specified in the Engagement Letter, subject to

the modifications set forth herein.

The terms of the Engagement Letter, attached hereto as Exhibit 1, are approved in

all respects except as limited or modified herein.

4. All of Solomon's compensation set forth in the Engagement Letter, including,

without limitation, the Fee and Expense Structure, is approved pursuant to section 328(a) of the

Bankruptcy Code and Solomon shall be compensated and reimbursed pursuant to section 328(a)

of the Bankruptcy Code in accordance with the terms of the Engagement Letter, subject to the

procedures set forth in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any

other applicable orders of the Court.

None of the fees payable to Solomon shall constitute a "bonus" or fee

enhancement under applicable law.

Solotnon shall ale fee applications for interim and final allowance of

compensation for- services and reimbursement of expenses pursuant to the procedures set forth in

sections 330 and 331 of the Bankruptcy Code; pJ~oviclecl, IZowevei~, the fee applications filed by

Solomon shall be subject to review only pursuant to the standard of review set forth in section

328 of the Bankruptcy Code and not subject to the standard of review set forth in section 330 of

the Bankruptcy Code.

7. Notwithstanding any provision to the contrary in this Order, the U.S. Trustee shall

have the right to object to Solomon's requests) for interim and final compensation based on the

reasonableness standard provided in section 330 of the Bankruptcy Code, not section 328(a) of

rocs ~~-_:~~a»o.~ ~~~s~~iooi


the Bankruptcy Code. This Order and the record relating to the Court's consideration of the

Application shall not prejudice or otherwise affect the rights of the U.S. Trustee to challenge the

reasonableness of Solomon's fees under the standard set forth in the preceding sentence.

Accordingly, nothing in this Order or the record shall constitute a finding of fact or conclusion of

law binding the U.S. Trustee, on appeal or otherwise, with respect to the reasonableness of

Solomon's fees.

Solomon is granted a waiver of the information requirements relating to

compensation requests set forth in Local Rule 2016-2(d) to the extent requested in the

Application. Among other things, Solomon shall maintain records of services rendered for the

Debtors, including summary descriptions of those services, the approximate time expended in

providing those services (in half-hour (.5) increments) and the identity of the individuals who

provided those services. Solomon shall include such records in its fee applications.

The Debtors shall be bound by the indemnification, contribution, reimbursement,

exculpation and other provisions of the Engagement Letter and will indemnify and hold harmless

Soloillon and the other Indemnified Parties (as defined in the Engagement Letter), pursuant to

the Engagement Letter, subject, during the pendency of the cases, to the following:

(a) Solomon shall not be entitled to indemnification, contribution or reimbursementpursuant to the Engagement Letter for services, unless such services and theindemnification, contribution or reimbursement therefore are approved by thisCourt;

(b) The Debtors shall have no obligation to indemnify Solomon, or providecontribution or reiilibursement to Solomon, for any claim or expense that is either':(i) judicially determined (the detei~nination having become final) to have arisenfrom Solomon's gross negligence, fraud, willful misconduct, breach of fiduciaryduty, if any, bad faifll or self-dealing; (ii) for a contractual dispute in which theDebtors allege the breach of Solomon's contractual obligations, unless the Courtdetermines that indemnification, conh~ibution or reimbtu-sement would bepei7nissible pursuant to In re U~~itecl Artists Theatre Co., 315 F.3d 217 (3d Cir.2003); or (iii) settled prior to a judicial determination as to the exclusions set forthin clauses (i) and (ii) above, but detcnnined by this Court, after notice and a

4

rocs ~~:z~~~s~o.? ~~~~~~~ioo~


hearing, to be a claim or expense for which Solomon should not receive

indemnity, contribution or reimbursement under the terms of the Engagement

Letter as modified by this Order; and

(c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in

these Cases (that order having become a final order no longer subject to appeal)

and (ii) the entry of an order closing these Cases, Solomon believes that it is

entitled to the payment of any amounts by the Debtors on account of the Debtors'

indemnification, contribution and/or reimbursement obligations under the

Fng~gement T otter (as ~n;aodified by this Orderl, including; without limitation; the

advancement of defense costs, Solomon must file an application therefore in this

Court, and the Debtors may not pay any such amounts to Solomon before the

entry of an order by this Court approving the payment. This subparagraph (c) is

intended only to specify the period of time under which this Court shall have

jurisdiction over any request for fees and expenses by Solomon for

indemnification, contribution or reimbursement, and not a provision limiting the

duration of the Debtors' obligation to indemnify Solomon. All parties in interest

shall retain the right to object to any demand by Solomon for indemnification,

contribution or reimbursement.

10. Exhibit A of the Engagement Letter is modified by deleting the following clause

from the fourth paragraph: "provided, however, that in no event shall the amount, if any, to be

contributed by all Indemnified Parties exceed the amount of the fees actually received by

Solomon hereunder."

11. Notwithstanding any term of the Engagement Letter to the contrary; (i) Solomon

shall cap the amount of any Financing Transaction Fee at $2.0 million; (ii) no Financing

Transaction Fee shall be payable in respect of proceeds received from Retirement Systems of

Alabama as debtor-in-possession financing; and (iii) the reference to "two years" in Section 6

(Term) of the Engagement Letter shall be replaced with "12 months."

12. Notwithstanding any Bankruptcy Rule or Local Rule that might otherwise delay

the effectiveness of this Order, the terms and conditions of this Order shall be effective and

enforceable ilnnlediately upon its entry.

DOGS DE:224570.219566/OOI


13. The relief granted herein shall be binding upon any chapter 11 trustee appointed

in the cases or upon any chapter 7 trustee appointed in the event of a subsequent conversion of

the cases to cases under chapter 7.

14. To the extent that there maybe any inconsistency between the terms of the

Application, the Brail Declaration, the Engagement Letter, and this Order, the terms of this Order

shall govern.

15. The Debtors are hereby authorized to take such actions and to execute such

documents as may be necessary to implement the relief granted by this Order.

16. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation and/or interpretation of this Order.

Dated: , 2019

UNITED STATES BANKRUPTCY JUDGE

6

DOGS DE:224570.3 39i6C/001


EXHIBIT 1

Engagement Letter

DOGS DG224570? 39566/001


:~ Pl

SOLOM(~I~I

July 22, 2019

i1~iC j~;ntPlt~ttitiPt~~ TtiC.

Miner Park 433 .Plaza IZea1 Suite 335Boca Raton, FL 33432

Attention: Paul Safz~an

Ladies and Gentlemen:

The purpose of this ainelzdecl and restated letter is to confirm the engagement of PJSolo~iioxl, L:P, and/ox' its affiliate PJ Solomo~i Securities, LLC (collectively, "Solori~o~l") by iPicEntertaiiiznent Inc. (the "Cozn,~anX") as exclusive fi~iancial and strategic advisor• to the Companyin connection ~~vith a passible Transactions} (as defined beloti~.T) acid with respect to such otherfinancial matters as to which the Company ai d Solomon 7nay agree in writing du~•ing the term ofthis agreement. I or purposes Hereof, the tei-~n "Coznuany" includes affiliates of the Com~iany andany entity that the Company or its affiliates rxaay fo3-m o~~ invest in t~ consummate a Transaction,and shall also include any successor to ot~ assignee of all. or a portion of the assets and/or businessesof the Company ~~iheth.er purst~az~t to a Plan (as defined below) or. other~~ise, The Company andSolomon entered i7ito a previous engagement letter (the "Initial E~i~agement Lettex") dated ,lone10, 2019. "l~.his agreement ~imends Auld restates the Initial Engagemei3t I_,etter end i:s designed toconfirm otlr arr~ngeineiits. The terns of this agreement supersede the tezms of tl~e InitialEngagezzle~it Letter in all respects.

Section 1 Seryiecs to, be Rendered.. Solorilon will perform such of tl~e followingfinancial advisory services as the Company play reasonably x•equest:

(a) Solomon will falnilia~~ize itself to tl~e extent it deems appr~~riate and feasible ~~itl~the business, opez~ati~ns, properties, financial condition and prospects of the Company and, fia theextent relevant, any prospective Buyer (as de~~led l~eIow), it being understood that Solor~lorl shall,in the course of such far~~zliari;~ation, rely entirely upon ~~ublicly available information atld suchother inforr~lation as iz~ay be supplied by the Company o~• such T3~ryer, without assuming anSTresponsibility for independenti investigation. or ~~erif cation thereo:E;

(b) Solari~on «ill advise alid assist the Company in considering the desirability ofef~ectin~ a Transaction including, but clot limited to, assessilig the ~r~a71cia1 issL~es related to theTransaction andior developing and evaluating strategic optiol~s for the Com~an;~, and, if tiheColnpan~7 believes any such Tr~arlsaction to be desirable, in developing a general stz•ateg~~ fo7•accomplishing such Transaction;


(c) Solomon v~~ill adi~ise and assist the C~lnpany in identifying potential Blryers and

will, on behalf of the Com~~any, contact su~li potential Buyers as the Conl~~any znay designate;

(d) ~t the Company's 7~equest, Solomon will advise anct assist the Company in the

preparation cif descriptive t~ata concerning the Cozn~any, i~~. resp~nc~ing to due diligence requests

from p~•ospective Buyers, and in establishing and maintaining an electronic or physical data room

for use by pros~3ectzve Buyers, z~r each case, based upon i~~fol~rnation pr~videci b5~ the Company,

the reasonable~less, acct~~~acy and completeness of lvhich infornzatian Solainozz will not be req~lixed

fiv iii`J,a~ii~"dfiE' 2iiiC~ u~JJ'~,'~~ ~J~EiC~2 cJ~~J:I?O'.: Venll ~' ~?l'pS~ 22n +J~?1121~:3~

(e) Solozllon will consult ti~vitll and advise the Caulpatly concerning opportutsities for

any Sale Lransaction (as defined below) alzd periodically advise the Company as to t11e status of

dealings with any potential Buyer on au "as needed" basis;

(~ Solomon will advise and assist- mazlageiiler~fi of tl-ie Gc~m~~any in maleirig

presentations to the Company's Board of Directa~~s of~ appxopriate coln~ni.ttee thereof (the "Boaa•d")

concerning gencr•al st~ate~y and at~y prop~seci Sale Transaction grid will atlerid Duly slzch I3c~arci or

coznn~ittee tizeetings at Company's ~•ec~uest;

{g) Solomon will advise aiict assist the Compa~ay in Che course of its ue~;otiations ~f any

Sale Transaction with any potential Buyer;

(h) In comlectioa~ wit11 a Restructuring- Transactiozi (as defined below) and/ox a

Pinancitlg (as clefizied belot~v}, Soloz~iozl will evahlate the ~oinpany's capital structure alternatives,

advise fln tactics and strategies for ncgotiatirlg with counte:rpa~•ties and advise on the timing,. ziature

and teens of new securities, other consideration or other inducements to be offered pl~~•suant airy

such EZestructuring Ta•ansaction and/ar Financing.

(i) Solomon will. advise acid assist the Coirzpany iti the exec~ition of and closing tinder

a definitive agreement relating t~ a Trausacti~t~; a1~d

(j) Solomon will. render such ot~ier ~nan~i.al advisory and investme.n~ banking services

as lnay fiom tune to tizn.e lie agreed upon. by Solc~zxion and the C~inpany.

It is understood and agreed that nothing; contained hereitl shall constitute an expressed ot~ implied

conlrnitnlent by Soloznorl to act in any other capacity or to underwrite, pl~~ce or purchase any

financing or securities.

"Sa1e Tral~saction" sha11 mean a transaction ox series oz- coinbil~atio~l of transactions whex•eby,

directly or indi7•ectly, control oaf or a tnatei~ial interest in the equ7t~, assets or business of the

ConZpany ot• a~iy of its aFtiliates is acquired by or cotribixled with any persoYl ol• entity or any of its

affiliates (a "I3nyez."), including without limitatio~l, through a sale o~• exchange of capital stock or

other equity interests or assets (including, without li.mitatiozl, by acceptance o_[~ a credit bici), a lease

o~• license of assets with oz' without a pu7~chase option, a ~nez-ger o7• consolidation, a s~~i~n-o1-k or split-

011 atender or exchange of~'er, a levez•aged buy-out, a nl.inoz•ity invesixnent, t11e Torna~tion ola joint

venture or ~~~u-triers~~ip, or a7.ly other business combinatiUn ~r similar i~~ansaction.


"Restructuring "1'ransactioii" means a tx•ansaction ox• series or combination of transactions (other

tl2an a Sale Transaction ca~tem~lated by this a~ zeement), whereby, directly a~• indirectly, the

Company engages in any z-estructuring (~~c~uding; without limitation, through auq catzcellation,

fo~~giveness, retiremezit and/oz• a material mocliCcati.on ~r amendment to the terms, conditi~lls o~•

covenants thereo f of all o~• a material portion of the Co;~l~any's debt securzties ancUor other

in~d~btedness, obligations or I-iabilities (including preferred stack, u~Ei~nc~ed ~~ensidn a7~d retiree

medical liabilities, partnership inte~~ests, lease obligatzUns, trade credit facilities and/o~• coz~tz•act or

`LC~7"C G't513gdt10i1S) t~~1G "t~~?~I€;~~iG12~"j~ 1ilGiiiCiiit~ ~tii'~iia.ii~ iG a c:,~;til'~itaS(; of Fiji G~i~~i~li7~G

transaction, a plan of reorganizatio~i car lic~uidatic~ii (3 "1'la~i") confirmed pursua~it to Chapter 11, of

the Uxuted States Banlc~~~~ptcy Code, or a solicitation of c~tiseirls, waivers, acce~ztances ~r

authorizatit~ils.

"Financing" means a private issua~lce, sale or placement of the equity, equity-linked ox debt

securities, izlstrume~lts or obligations of fhe Conlpa~iy wit~i one or more lenders and/or investc~~•s

eYce~t to the extent issued to existing security holders of the Company in e~ch~nge for their

existing seet~rities; oz' any loan ar other financing, incIt~ding, without_ lirnitafiou, any "debtor in

possession 1in~icing" or "exit finai~ciug" in connection wifli a case under the Basil ruptcy Code or

a righfs offez•ing.

"Transaction" means any Sale "l'r~nsacYi<~n, Restructuri~ig Transaction or FinanciYlg o~• all of them.

Section 2 Infc~rznation Provided by t~~e Co~npan~~.

(a) The Corr~pany shall fi~rnish to Solomon the names of aI] parties v,~ith which it hashacl discussiolis or contacts prior tc~ or on or aftez• the date hez'eof concerning any Tratlsaction.

{b} The Company shall make available (and shall request that each prospective Buyer

with which the Company enters into ~le~otiations nial~e available) tc~ Solorz~on all inforinatic~n

conce~~ning tl2e bLisincss, assets, ~iabiiities, operations, prospects and financial or other conditiazl

of the Company or such Buyer, as applicable, that Solomon reasonably requests in cflnnection with

tl~e rendering oI' services hereunder, and shall provide Salomon with reasonable access to tlii

Company's (~n.d shall ~•equest that such Buye~~ provide zcasonable access to its) officers, directors,

employees, independent accot~Yitants and other advisors arld agents as Solorzlon shall deemapprop~~iate.

(c) The C~mpzny rec~g~~izes and confirms that Sol~~nc~n will. use a~ld rely u~~~n tl~e

information pz~ovided by or on ~ehal:f of the Company and its advisors a71d agents oz• anyprospective Buyer znd its advisors and agents and ozi publicly available inforrnatic~n in performing

the services contemplated ~ez~eby. It is understood t~lat iii pe1•forming under this a~reelnent,

Solomon n ay assume end rely upon the accl~rac~~ and completeness o:E; and is not assuming any7•esponsibility for, independent investigation or verification of such publicl~~ available informationaxzd the information so fuz-~iished. Ii is also understood that Solomon is not assuming anyresponsibility for ally independent valuation ~r appraisal of any of the assets of t11e Comp~~y or

a~~y prospective ~3~zyer. With respect t.o any financial forecasts (including cost savings and

synergies} that 7nay be lurnislied to or discussed with Solomon by the Company or• a~iy Buyer,


Solomon will rely on suc~i forecasts and assume that they have been reasonably prepared andreflect the best then cu~x•ently available estimates at~d judgment of the Company's cat• such Buyet~'smanagement. The Company confirms that the inf~1-~nation to be furnished by the Company, whendelivered, will be -true end coi-~•ect in all material respects, will be pz~epare~i in good faith, anti wi11 z~otcontain ~r~y material misstatement of fact oz• omit to state auy ~nate~~ial fact necess~y to make the

statements contained #herein not .m.isleading. The Cani~ai~y will ~axon~ptly notify Solomon if theCompany learns of any material inaccuracy or misstatement in; or a~iy material omission from,an~~ such information (incluc~in~ :Corec~sts) fi~tni.shecl by the Coin~any Ur airy prospective .Buyer,

a a r 3 'C,t.,, _ t t..t -f1Y` e712y t?~ it1~11 tt'S~~Gtiily~ ~~ciSt~ vI' ~uVI~vTS, iv ~t3it7illvii Oi ai~j% Si.'sG~'i ~iivAl~~}T aJalt3vi2

information.

Section 3 Fees.. t~s compensation for the services rendered hereunder, the Company

shall pay to Solon~o~l iti cash (via ~~vire transfer) the follov4~ing fees:

(a) T11e Coanpal~y and Soloman acl~iowledge that the Cam~any paid Saloinol~ ~

retainer 'fee (the "Retainer Fee") of $ i 00;000 promptly following execution of the Initial

Engagement Letter.

(h) Tl~e Company slzail pay Soloznozi a monthly financial advisozy fee of ~1U0,~00per inc~ntll (the "1l~1c~~ithiv ~ciYjisor~"), the f rsfi oI~ w~lich shall ~iccr~~e on the date the Companyfiles for Cllaptez: I 1 batakruptcy protection, a~lcl thereafter on the first day of the following t~~vomont~is; provided, however, that such Montl~ty .Advisory Fees shall not be payable until therelevant Bankruptcy Court approves Solomon's retention.

{c;) The Company shall pay Sc~loinon the ~o1loWing fees in respect of a Salerl~z•ansaction:

(i} tit t11e closing of a Sale Transaction in t~hich the Sale Transactioncountei-pai-ty is a Third Party t'~Ton-Operator•, a transaction fee (the "Non-0perator Transaction

Fee") of $1.75 n-~illion less any Retainer Fee paid and not p7•evi~usly ct•edited. ror purposes c~~tl~isagree~llent; "Third Party Nc~n-npei•ato~~" shall meal a.fi~~ancial spox~sot•, private equity find; or ~iy

entity that does nflt ovv~i or operate a movie theater.

(ii) At the closing. of a Sale Transaction ~il~~:z• than a Sale Transac#iUn describedi11 Section 3(c)(i) above, a tz~arlsaction fee (the "Strategic 'Transaction Fee" and together with aNon-Operator Transaction Fee, each a "Sale ".I~xansaetion Fee") equal to $2.5 million less arlyRetainer I'ee paid anc~ l~of previously ci~edzted.

(d) I:f any IZestructurixlg 'I'ransactza~~ is consLtzlimated, the Company shall pay Solomon

a trat~sactioxi Cee {a "Resti-ucturi~n~? Transaction ~ ee") at the closing thereof, equal to $1.75 million.~'or th.e avoidance of doubt, in the event that a Sale Tr~~saction occurs, whether or not such Sale"I'z•ansactiozl occurs within a bankruptcy process (i.e., sale and auction process as contemplated

ender Bar~l~•L~ptcy Code 363) ar outside of a bankruptcy process, the fee payable i~l respect of suchTz-ax~sactiou shall be the Sale Transactia~i Fee ~s calculated p~~~•suant to Section 3(c) cif t13isI~gt~eeTnexlt.

4


(e) If any Fi.rianciiig is consu~nated, the Company will pay to S~l~~n~n a financingtae equal to the a~~pIical~.le pez•centage below of the gross piocceds oF, or it gY•eater, maximuznIex~ding or fiindzng coirul~itment under, s~:ich Financing (a "Tinancixlg Transacti~.t~ Fee"):

(i) 1.0% for- senior secured. debt: (including, without limitation,, "debtor inpossession" financing};

(ii) 2.5°10 for junior sectued debt or any unsecured debt, inchiding subordinated'v'I` ITi~i,Z<ATIiile ij~~'~~ Gi ilIu~'i~iiiaie ~t:vi ti.2.~ i.C)iii~iiiiil~ C~iil,if,'iLi t'y'~~.;i iii li~ti~i~ Sl,lLtl FiS SCiii~i $iiu

stil~orciizaate~i, into one instruilletit);

{iii) ~.5% for common, prefer•~•ed or other equity, including, without limitation,securities or debt convertible into equity or ec~iiity-Linked debt.

It is t~ncierstaod and agreed that if the proceeds of any suc~i Financing are to he funded in morethin ane stage, t1~e aggregate proceeds to be .raised in all s#ales of such Fi~iancing shall be deemedto have i~een received., acid SoIoinoil s1ia11 lie entitled to tl~e applicable compensation hercunc~ercalculated based o7z such agg7~egatie proceeds, upon the closing date of the first stage the~•eof.

In addi#ion, the Com}~aziy and Saloznor~ aclu~c~wledge end agree that in no event shall more thanozie fee be payable to Solomon under Sectio7i 3(c) and Sectiozi 3(d) hereof. If a siz~~le transactioninvolves t~otli a Sale Trarisactior~ anal a .Rest~Yucfuri.ng Transaction, the highest of the ap~~lic~ibleSale T~•ansaction }{ee or Restructuring T~•atlsaciiaz~ Fee shall be paid to Soloiilon. However, aFirlanci7lg Transaction Fee shall be clue rra ~rrlditr'on to a Sale 1'ransacti~n I'ee or RestructuringTransaction Fee, unless the pioceeds of s~~ch ~az~ancing are used as ~az-t of a Sale Tz~axis~ciion oz•a Restrltc~uring Tra~lsaetion.

In the event that the Company 1~ecoines a debtor• under Cliapte~• 11, the Company shalt ~~~~~ilypromptly to the Bankruptcy Court fc~r the approval ~uz•suaut to Sectiazls 327(x) and 32~(a) of theBankruptcy .Code of` this agreement and. Solc~ln~n's retention by the Company undez• the terms ofibis agreement, st~bjec;t o1~ly to the standard of review p~~ovided Fo~~ in Sectiozi 328(x) of the.Bankruptcy Cade, and nUt subject to the standard of'review under Section 330 of the Banla~uptcyCode or any ~thez• statldard of review, and s11all use reasonable effo7•ts to obtain Banlcru~~tcy Courtauthorization thereof. The Company shall sup~1~ Solomon and its counsel with a cll•aft of suchapplication and the proposed order authoririllg Soloznozl's xetentic~n that is proposed to hest~binitted to the Bai~l;ruptcy Court sufficiently in advance of the filing of such application ar thesubrilission of such order, as the case may be, to e~z~ible Solozzion uid its counsel to review an~ico11ui1ent thereon. Solorllori shall have no obligation to provide airy services udder tlsis agreementi11 the eveYlt that the Coi~pauy becomes a debtor under th,e Ba~»lc~~uptcy Code uliless Solomon'sretention under the teams of this ag~~eement is appxoved under Section 32b(a.) of the BankruptcyCode by a final order cif the B~in]<.ruptcy Court no longer subject to appeal, ~-eheari.z~g,recorisic~eration or petition for certiorari, and wlaicll order is acceptable to Sololnc~n in a]I respects.Solomon acl..nowledges that in the event that the Banl~~~i~tcy Coui-~ approves its retention by theCompany puz-suant to t11e applicatiali process deser•ibed in this pa7•agrap:ll, payment of Solomon'sfees and ex~~enses shall lie suLject to (i} the jurisdiction and approval of tl.1e 33acil~rttptcy Courttn~de~~ Section 328(x} of the I3az~lcrt~ptcy Code and. any oxder appz~ovirig Solomon's retention; (ii)any applicable lee and expense guicielin~s and/or ox•dexs arld (ii.i) a~iy regUirei~~e~nts governing


intez•izxl and final fee applications. In the event that tlxe CompaYly becor~ies a clebior under the

Ba1~lc~u~tcy Cade alzd Solan~.on's engtigement hereunder is approved. by the Banlc~uptcy Court; the

Cotnpa~iy shall pay all fees and expenses of Sola~non hereunder• (irlclud fig, without limitation, the

fees and expenses of Solaznoz~'s cfluxisel} as pi~otnptly as practicable in acc~zdance with the terms

hereof. Pz~io~• to corzunencin~ a Chapter 1 l case, the Coin.pany shall pay all undisputed amounts

theretofore due and payable to Solo~noll in cash.

I71 any chapter I 1 case or cases, tl~e Company agrees that Soloal~c~n's pest-petition cc~~npensatian

~tJ 5~l .t(~t'iil lle3'E:i12 t~lllt ~1n)%IliGilt~ i12t'1. uG ~iiiSiTc`litL iv ~ttC GY~i'115i: i~.iiii~i7iiiS~ITli~ii< <lii(i i3ui~.i fJivV1Sii~Pi;i

Uf this agreement, including, witli~ut liirtztatiori, EY1libit 1~, shall be entitled to p~•iority as e~pei~ses

of ac~t~~zzlistratiozi under sec#ions S03(b)(1)(A) anti 507(x)(2) of the- ~3ankiu~tcy Code and shall

filrther be entitled to the benefits of_any "carve-outs" for professional fees and expenses (which

carve-outs shall be adequate to e~~able the Company to pay prorn~~tly Solomon th.e compensation

axed expense reimbu~~sei~~.ezlt conteiz~plated l~ezel~y takii~~ into account the Com~atry's obligations

to other professionals ezititled to the benefit ~f the carve-outs) iri effect in such cases pursuant to

one or more financing orders entered by fhe }3anlcruptcy Court. The Company shall use its. best

efForts to ensure that; a1~y cash collateral order, clebtc~t~-in-~~ossession iina~~cing order and/or similar

order e~it~red in such. chaptez' 11 case o.r cases (a) ~errnits the use of cash collateral a.~1d ~ii7aueing

proceeds for the full and prompt payment of all. of Solomon's fees and expenses cc~ntemplatec~

lieiel~y (includirl~, without limitation, ill fees contingent upon tl~e occurrezice of lrai~sactioils), acid

{l~) contains the agreements by tl~e lenders (or parties whose cash collateral is being used) that

Salamon's fees and- expenses shall be paid at the times mid from the. sou~~ces specified l~ez~ein.

~iihot~gh the C~~mpany ~~~i11 request that Solomon be excused fi•am ar~y requirement t~ :maintain

detailed tine 1•ecards of tine spent working c~7i this ass ~miner~t, Solomon will i~.onetheless maintain

daily records, in summary fo7~nat, tivl~ieh. shall. indicate the Total houz~s i~lctiu~red by each

pzc~fessio~.~al for each day, in half hour (.5) inc~•enients, and a brief description of the nature of the

wozk pe.~•farmed, which ~~ecc~rds shall be available fog• submission to the Bankruptcy Court subject

to ap~iopriate redactioizs to preserve confidelitial oi~ sensitive itiforxnatiot~. Although Solomon is

providing suc~z recn~~ds, it, as a financial advisor, does not ]gave 1lourly 1•ates for its professionals.

Solomon will make every effoi-~ to coordinate with tl~e other professionals retained by the

Golnp~ny in this I~az~la-upt~.y i~ oxder tc~ e1i1~1inate u~necessa7y duplicatioli or overla~~ of~ vaorlc.

I7z addition to the lees provided above, and as more Fully set forth ii1 Section 4 below, the Company

shall Y•eimburse Solomon for its out-of-pocket expenses anti pay to Salomon the customary hourly

fees charged by Solomon for each hour th~~t a Solo~nt~n em~~loyee shall be required to testify (~r

~e available on site to testify) in any court, arbit~•atiozi oi' adlninist~•ative proceec~izigs, or in oral

depositions, in comiection with a~iy such proceedings z~elating tc~ ar arisir~d out o1' Solomon's

enga~ernen~ hereunder.

Section 4 1?x~~erlses. Whether or not any 1~.c•~~nsactiozl is ~~roposed or consummated

acid wii~hout in any way reciucixig or affectirl~ the provisions of Ex~~.ibit ~ }.sereto, the Company

sl~1~ll ~a•eiinburse S«~lo»1oz1 monthly fo7~ its nut-ot=pocl.et expenses incurred in connection with the

provision of services hereundc;z`, the e;~ecution acid delivery of this letter a~reeme~it and the

consu~llat~ion of any'.ti•ansaction contemplated or• ~tteinpted hereby, including without limitation

the fees, disbursemetlts and otllez• charges ofd Solo~non'~ coulisel; provided that the ai11ou11t of sl~cli


e~~ezises for which Solomon tnay seek rermbursemezlt from the (~`ompany under this Section 4shall not exceed $75,040 in the aggregate without the Company`s cailsent (~1ot to be unreas~t~al~lywithheld). Uut-of-docket expenses also shall include, htit not lie limited to, t~•avel and lod~.ing,data processing end communication charges, research and courier services. The Cozn~~any shallp~•ornptly reimbuz•se Solomon zzpo~i presentation of an invoice or other• similar c~ocirrnentati~n.

Section 5 I~ldemnity a~ld ~thex R.i~hts. The Com~~any agrees that the pz•c~visiozxs ofEx~~ibit A he~•eto are an integral dart <~f this agreement a~ld t11e terms of Exhibit ~ are incorporatedU`T ~'P ~P:~v:~r..v ~.(.i~~~~. Y~ii~ii Jir i 1 .ei}iti" .~.~i iii Vi,~~v Gli f Cvi~iii~w~iv.~ii ~i~ u{i~liui~~ii v~ iili.Ci. Ca~~i~vtiivii l~.J

Section 6 Texan. TI~e term. of thus agreeniei~t shall eYtenc~ from fhe dale ~~ereof untilthree nsoriths afters such time as the Company or Solomon shall slave notified the other party inwriting of the termi~iation of this agreement; ~~rovided, however, lhat (i) terininatioiz of thisagreement shall not af~'ect the C~m~atly's co~ltu~uing obligations wider Sectio~Is 5, ~ and ExhibitA. hereof; (ii) Solomon shall be entztled to its firll fees under Section 3 hereof' (payable at t11e timesset fort11 in Section 3) if, ~n or prior 'to two yews fioin the. effective date of termination ~f- thisagreement, (x) a I'raz~saction is cozisui~~alated, ox (y) a letter off' intent ~r definitive agreement wi#Iirespect to a Ti•ar~saction is execufed (wllicli letter of intent or defitlitive agreement subsequentlyresults in the consumi~lation of a Transactio~i at any tune); a~ad (iii) terzllillation of this agreementshall not affect the Company's obligation. to reiiliburse the expenses accruing prioz• fo suchte~•mination to the extent provided for iu Section ~.

Section Z Miscellaneous.

(a) Solomo~i acltnov~~leci~es i}zat the Company sha1111ave no obligation to enter into anyTransactio~l and s1ia11 have the right to •eject any Transaction or• to terminate negoCiations ti~vitllrespect to any Transaction at any tune.

(b) Except as contetzl~lated by tll.e terms hereof, S~lonlon shall 1{eep cozxfidential allinformation provided to it by the Calmany, unless publicly available or otherwise available toSolomon without rest~•iction gin• t~z•e~cli of airy confidentiality agreeTnent, end shall i~ot disclose sucJ~i~lfotxuation to any third par-~y, other than in confidence to i.is aFfiliates and its axed their respectiveofficers,. directors, employees, members, limited and general partners, agents, re~~resentatives andadvisors, without the C:oznpar~y's prior ~~ritten approval; provided that nothing in this agreementshall restrict the c~iscl.~sure a~ suc17 infonuatio~ as required by la~~ or regulation or in response toirzquit~ies from, as' to investigate or• defetld a1le~ations o~• claznls made or tlu•eatened hy, regulai:oryat• selF regulatory autlao_cities or others {a "Required Disclosure"). In the eve7lt Soloman is subjectto a Requi7-ed .Disclosure, it shall give proill~t notice thereof (to the extent legally permissible Viandpracticable under the circumstances) to the Company; and Solomon shall only disclose st~cl~in:Eormatioz~ as its legal counsel advises it is required to disclose. The Company agrees xlot todisclose this agreement, the co7~2ents he7-eof or the ~~cti~~ities of Solomon pursi~~mt hexeto to anyother ~a~•ty without the prior approval. of Soloz~zoz~.

(c) The advice (oral o~- ~v1•itien) rezldered by Solomon pursuant to this a~;reeme~~t isintended solely for the benefit anal use of the Board in considering tie matters to ~~~icll thisagreement 7•ela~tes, and th.e C~~mpany agz~ees that such advice may not be disclosed or relied «pon.


by any other person (incl~zdin~, without Iim tat Un, secui•ityholders, ai~filiates o1• cr•eclitors of the

Company), used for any other purpose or i•e~l~oduced, eiisseniinated, quoted or referred to at any

time, in any manner o~~ fog• ~i}~ pt~ipose, nor shad any public references to Solarxlon be made by

the Cam~arly, without the prior written consent of Solozno7l.

(d) The Company agrees that in any press release amlouncing a "Cratisaction, -the

t;~m~~any will include in such press release a reference to Solomon's role as financial advisor to

the Co~i~pa~ly wit11 respect t~ slick Transaction izi form and substance reasonably satisf~~etol~y to

.~~C)i0i~17ii. i~c; ~`Oiii~]ciiiy a~YeBS iilc3~ CvJiJiiii)11 ~ll~~~ i~c^~`J8 ~~1~ 2t~}2~' 3f~~.T ~~'.:; Sl~:',:I1~'J~u ~P~nt~:V~

agreement-iii respect of a Transaction t~ place advez-tisements in financial. and other news~3a~~ers

and joiu~ials at its ~wi~ expense desczbin~ its services hereunder and Uthez-t~~ise use customary

"tornbstozzes" in any form of media ~r in Solomon's ma~•keting matea~ials.

(e) This agre~;ment contains tl~e entire agreement beti~eeza the parties hereto ~uxt

supersedes all p~•iar agreements and t~nderstandi~l~s relating to the subject matter hcr~of. This

agreement play zaot be amended or modified except ~y a writing executed by each of the parties.

This agreeF~lent may not be assigned by either party hereto ~~ithout the prior wiitte~i consent of the

other, to be _given in the s~ie discretion of the party from whom such consent is toeing requested.

Any atiem~atecl assignment of this agreeineflt made without sitcll consent shall be void and of no

effect, at the option of the noii-assigning party. The provisions of thrs agreement, including

without Iilnitation the obiigatio~~ to make the p~.yzn.ents set forth in Section 3, shall tie binding o11

the Campa~iy and i#s successo~~s acid assigns. IFS addition, the_obIigations of the Cail~pany set forth

iii Sections 3-5 and EYliibit A shall be binding oil the Company's affiliates, subsidiaries aszd a~iy

entity used thereby to facilitate a Tzansaction contemplated hereby. This agreement is s~J.ely for

the bei~ef t of fhe Company, Solomon and, to the extent expressly set forth herein, the Indemnified

Parties (as defined in Exhibit ~A) and nn other party shall be a third-party beneficiary to, or

otherwise: acquire or have any rights under or by viz-tue of, this agreement.

(fj This agreeulent shall be govez7led by aucl construed in ~cc~rdance with the laws o:f

the State of New Yorl~ in the Uxlited States of America, without regard tc~ its choice of laveprinciples. In the- event that any party k~eretc~ shall institute any suit, action ~r oiher legal

pi~c~eeediizg under, in connection t~~ith; ox pu~-stian:t to, this agreement and/~r arly rights or

obligations established by t11is agrEement; such suit, action or other legal proceeding shall be

brought il~ the supreme C~r~rt of the State of New York located in the City and County of New

York or t11e United States District Cou7-t for the Southezn :District. of New York. Each o:f the parties

hereto fitl~ther a~;~rees to submit, and hereby subn~zts, to the exclusive jurisdiction of such courts,

~~nd to coJnply ~~vith all requiren~e~its necessary to give such courts persal~al jt~z~isdiction over such

party.

(g) To the ~Ytent permitted by applicable law, ttie Company hereby waives tights o:C

setoff, and t11c right to interpose counterclair~ls in any lawsuit with respect to, ii1 connec~ior~ wit}1

ox arising out of this a~~reemelat, oz• any other claim or dispute z•~latil~g to the engagement of

Solomon a7•isiizg betwcezl the pa~.~.ies hereto. The Company hereby eonftnns that the foregoing

~~~azvei~s a~~e informed a~ld freely made.

8


(~~) Solomozi and the Compa~iy each hereby l~r~ovvingly, voluntae•ity andintentionally waive any right ezther• may have to a trial by jut~T ~rith respect to any litigationbased I~ex•ean, or arisi►ig o~~t oif, u~idez- oi• in connection ~vitii this eYigage~~ent letfer and/or•t1~e services provided hereunc~ez•, or any cQut-se of conduct, curse of dealing, s4atements(whether verbal ay wvz-itten) or actions of either party.

Vii) Tie relatit~nship of Soio~non to the Co~~lpany he~•eiu~der shall be #hat ~f anirldependei~t contractor, Soiorno~l shall have no authority to bind, ~~epresent or otherwise act as(tg('.tit ~pY f~~P (~()m~at~ly at~t~ ~'(?~O:::L:1 L~<?~S nJ~ J~'J~ ~~1e ~G~Yt~~uixy ii ?~ii~' t~ii~i~i ~ic^I'SGII Ui GI"itliy

(including any securityhotders, affiliates, creditors ar employees of t}ie Coz~ipaily) az~y fiduciaryduty as a result of its e~7gagement hereunder. -The Company aclsnowiedges that. Solomon sloes notp1•ovide tax, accounting, Iegal or regulatoxy expertise a;ld accordiilgiy can give i~o assurance withrespect to oily tax, accounting, Iegal o~~ regulatory result. Solomo~~ and its affiliates will nit beliable for any lasses, claims, damages nz- liabilities arising out of the ~etiorls taken, omissions of aradvice ~ive~i by other parties who are .providing services. to the C~~npany in co~ulection wi#h a"Transaction. In rendering its services to the Company 1leretmder, Solor~7ozi is .not ass~~.min~ any~~esponsibility for the Com~~azly's underl}=ing business decision io pursue or not to pursue anybusiness strategy or to effect or not to effect a1~iy Transactz~n or othef• tra~~sacfion. Tire Companyagrees that Solomon shall not have any obligatiai~ or z-es~aoflsi.bility to provide ~udif, "crisisnlanagernent," or business consult~t~t sei-~~.ices for• the Company arld shall have no responsibiliiyfar designing or impleinentirlg o~eratin~;, orgZnizational, adtninistzative, cash ~~lai~agement orliquidity improvements, or to pi~avide ally fairness o7~ valuation opinions or airy advice car opiuianswith respect to solvency in connection with any transaction: The. Company confirms that it willrely on its own cotulsel, aceoizn~ants atld sinsilat expert advisoz•s for legal, accounting, lax and tithersimilar advice_

(j) The Company und~Y•stai~cls that Solomon is an. affiliate of Nati~is (toget}ier with itsaffiliates including SoIomorz, "Natixis") and that Natixis engages globally irl a ~=ide varieiy of~nalzciiig, eo~nmodities, derivatives, ec~n~.mercial baz~lcing, irivestinent banking, securities tradingand brokex•age activities, asset znanabement and fiziancial adviso~•y services. Ian tl~e Urtlina7{y courseoF.its activities Natixis may at oily ti~aie (i} be in possession of iron-public info.r~nation t11at it doesnot disclose to the Company and {ii) hold long oz shoY-t positions, or trade or otherwise effectiransactioY~s, for its own account or customer accounts, in tale dent oi• equity of (oi• ot11eY• flnaileialinstruments relating to) perso7ls oz• entities That may be involved or otherwise 1~.ave interests in theTraizsactic~n or play provide irzvesi~nent banl~ing and oihe~~ services or financing to such persons orentities. `.I'he Company ~ixrtller understands and agrees t~iat Natixis play e:~ercise vofiing power orother types of discxetic3n over loans or securities o.f {'or' other• financial instri~riients relating to)persan~ or entities that lnay he involved. in the Transaction and that Natixis play exercise stic;h.~~oweis o.t• discreti~7n and otherwise perk<>rns its functions in connection with and fiduciary andother relatiolzships without regard to its relationship to the Coi7rpaz1~7.

(lc) The Coin~any hereby acicx~o~vle~lges that Solomon is or will be engaged to providesell-side M&A advisory sez~vices a71d/or financing services to a third party operating in the samelire ofbizsiness as tl~e Coz~rpany, aild Solomon may be marl~eting the sale of such tla.ird p~~t~y a~~d/orcapital raise in z•espect of such third panty to the same potential buyers/izivestors that zna~ beinterested i.n pursui7lg a Tz~a~isactioil with the Company at the same time as the ~n~oeess


contemplated by this agt~eeinent. In Iigllt o~ tl~e foregoi~lg; the Com~~a~ly waives ally and all

potential or actual conflicts of interest in comiection therewith.

(1) ~ihis agreement may be executed ix~ any nurnber of counterparts and by diffeaent

parties. hereto in se~a~~ate c~ul~ter~aa7-ts, each of wl1ic11 when so executed and delivet'ed shall be

dee~iied az1 original, but all such eountexpa~•ts tc~getlleY• shall constitute orle and the same inst~uxnent,

Delivery of an executed cormterpart sigf~atiure ~~age to Phis agreement by telecapier or e-nail

(including by .~df or other electronic Fo~~nat) shall be as effeeti~Te as delivery of a manually

eXeCLII~U COt1TlteTpAt'C STgTl~tllt'~ ~>~~;e U~ 1~L1S ~t~I`e~itiE:Ili. iV7~i ~aiiutc vx ii~~ay vy uG~viiivi~ iix

exez'cis ng any right, poti~vez• ar remedy hereunder or pursuant het•eto, or any failzlre to give notice

of any breach of or to require compliance with any term of this a;reeme~lt, s~iall ope~~ate as a ~x~aivez•

t~ie~eo~.

{~n) 1lotiee ~'equired. tt> be gzven i.tl vo~x'iting pursuant to any of the pxovisio~is of this

~1greelz~e~~t shall be i~~ailed by next-day delivery Ltsing anationally-recognized overnight courier

o~ hand-delzvered (a) if to tl~e ~az3~~~a~iy~. at the address set foz-th above, anci (t~} if #c3 SolomoY~, at

1345 avenue of the 1~rrkericas, New York, Ne~v Yark I0105, Attentiaz~: Gez1e~•al Cotuasel.

10


If the foregoi~~g correctly se#s fol-th the understanding gild a~;reemetrt between Sc~Zozz~.on ai d theCoinpa~ly, plca~e so indicate by si~rling tI~is letter, whereupozi it shall b~coine a bi~~c~ir~g ~greenien~between the parties hereto as oftlie date fizst above ~Fn•.itten.

P.1 SQL~DMQN, L.~'.

~y; ~'1 ~alvmcstt ~iF, LLB'lip general P~~r~~r

B~+:i~Iln9~: ~ ~c~~~ ~ ~~.;Tine; ;~j~~,~,~-~;~~ ~;~(~~; r

ACC~gY~t1 and ~gre~i fn ~S cif~Ite ~i$y f~e~t s~~itten at~vc:

'Title:~~V~

~y, ~~,'. ;~ _v ~.I~iarne: ire ~.~ :~~ ~-~•~


E<YfITT3TT A

R~feience is made to the agreement attached hereto beri~veen Solatnon and the Company. Unless otherwise

xzoted, all capitalized terms used herein sha1111ave the rneanirags set forth in the a~•eeinent. ~s further consicleratioti

under the agreement, the Company shall indemnify and hold harmless Solomon and its affiliates; counsel and ether

professional advisors, and the respective cli~recYors, officers, nlenlbers, pailners; conholling persons, agents and

employees of each of tale foregoing (Solomon and all of such other ~3ersons collectively, the "Indenmitìed Parties"),

from ai2d agauist a~iy losses, c]auns oi• praceeciings ii~clnding stockholder actions,-damabes, judgt~sents, assessments,

investigation costs, third-party subpoenas, setttenient costs, fines, penalties, arbitration awards, oth.e~- liabilities, c~sfs,

fees anti expenses (coIiectivety, "Losses") {i) related to or arising out of (A) o~~ai or ~u~•itten information provided by

the Ca~upauy, the Goznpany's eanpl~yees or other• agents, which either the Company or Soloi~ion provides to any

persons, or (B) other action oi• failure to act by the Company; the Coin~any's employees or ot}zer agents or Soloman

at the Co~npany's request ~r with the Comp~3ny's consent, or (ii) otherwise related to o~• arising out of the en~agei~~ent

of Soloano~i Undet• this agreement, the Transaction o~~ any .other h~ansaction or conduct in cannectioii therewith,

~ovicied that t}iis clause (ii} s11a11 not appty if it is determined by a final, non-appealable jud~ient ofi a court.of

competent jurisdiction that such Loss~:s arose solely out of tice gross uegli~ei3ce or bad faith of such IndemnifzedParty.

Tf multiple claims are brought agauist an Inde~~rni~ed .Party in an arbih~atioz~, with respect to at least one cif which

ind'eznnificatiori is ~~ermittec~ ilndel• applicable law and provided for under this ab ee~nenT, the Cotupany agrees that.

airy arbihation a~,vard shall be conclusively deemed to be based oil claims as tc~ which uldemnificatioa~ is pei~nitted

and provided for, except to the extent the ~j-bit~•ation ~warct expressly states that tiie award, ox any portion thereof, is

based solely on a claim as to which indemnification is nni available.

The Company shall further reimburse any Indatnnifiecl Party promptly foz•, or at the Indemnified Party's

option advance amounts sufficient to cover, any legal oz other fees or expenses as they are in~~u-r~d (i) in investigating,

preparizig or pursuing airy action. or other proceeding (whether fozn~al or informal) or threat ttiez~eof, whether ot• not in

con~iection with p~nciing or threatened litigation o.E• arbitration gild whetY~er or not any Incteninified Party is a party (an

"Action") and (ii) in coT~necti~n with enforcing such lndemni~ed Party's rights under tills agreement (including,

without limitation, its ~•i~hts under this Esliibit A}; provided, howevei; that in the e~~ent it is determined by a final,

pion-ap}~ealable judgment of a court of cozrapetent jurisdiction that the Losses of srtch-Indei~lnified Party ~ros~ solely

out flf the gross negligence or bad fai[h of such lndemi~ified Pal•ty; such Indemnified Party will promptly remit to the

Company any amounts reimbursed or advanced udder this paragraph.

ì'he Company shall, if requested by Solomon, assume the defense ~f any such Action. including the

employment ~f counsel reasonably satisfactory to Solomon and will. not. settle,. compromise, consent or otherwise

resotve or seek to Ce~-~ninate any pendin; or ttueatened Action (~vliethar or rzot any Indemnified Ptzrty is a parry thereto)

lmless it obtains (i) the paìor v,~~ittei~ consent of So(onion or (ii) (x), an express, unconditional t•elease of each

Indenznit7ed Parry from all I:i~bitiYy relating to srich Action and tl7e engagement of Solainon under tills ab ~eement anti

(y) suc~i sett}elnent, co.mpro~nise rn• consent sloes not include any admission or assumption of fault on the part of any

Ii~der~rni~ed Party. Auy IndeTnzli~ed Party sl~al'1 be entitled to retain separate counsel of its choice aiid participate in

the r3efeilse of any Action in connection with oily of the matters to which this Exllib,it A relates, but the fees and

expenses of such counsel shall bz at the expense o f such Indemnified Party unless: (i) flee Company has failed promptly

to assume the defense arld employ counsel, (ii) sash Indemnified Party shall ]lave been advised by its cow~sel filet

there maybe o1~e or mote legal defenses available t~ it wi~ich are differe~it from oz- in addition to these available to the

Gc~mpany or (iii) t3ze Co»lpan}+ authorizes the I~zden~nified Party to c~.n~~loy sepaa•ate counsel at the Company's expense

(in each such case the Company will pay the fees and disburseai~e~nts ~f stash coiulsel); z•ovided that the Company

sh111 ziot ii1 such event be 1•esponsible undea- this E~ibit ~ for the fees ai d ~;xpenses of more than one ~r•in of separate

counsel (:in addition to local counsel) in connection with any such Action ~in the same jiirisdietion.

Tlie Co~npaz~y agrees that if any right of any Ind~~til~ifiefl Party set forth in the ~reeedin~ paragraphs is filially

judicially deter~vined to be tirlavail~ble, or is insl~fficient to hold such Indemnified ]:'arty harmless abainst such Losses

as coiitempl~ted Herein, tlleit the Company shall contribute to such Tosses (i} iii such pa•oportioil as is appropriate to

reflect the ~relaYive bznefits i~eeeived by the Compa~~y and iCs stockholders, on the one land, and such Inde:mni~ed

Pa1-ty, on the otherhand, ire connection with theil~ansactio»s contemplated hereby, and (ii) if (and only iE~ the allocation

provided in clause (i) is riot peiinitted by applicable law, in such pa•oportion as is appro~i•iate to re#lest not oily the

relative be~~efits refe~i•ed ro in clause (i) beat also the relative fault of the Company and such Indemnified Party;

provided, hotivcvc~~; that in no eve~i~t shall the amount, if airy, to be conh-ibnted by nll Indemnified Parties eticeed the

1?


amount of the fees actually received by Solomon hereunder. Benefits received (or ac~Ticipated to be rer..~ived) by theCutiiper~y a~7d iTs st~cldiolders slia}1 be deemed to be equal to the aggregate cash considez~ation grid value of equityinterests oz• any other property payable; exchangeable ox n•ansfei•able in any proposed or potential transactions withinthe scope of this agreeuiexit, and benefits received by Solomon shad be deemed to be equal to the compensationpayable by the Coniparly tca Solomon in cazuiection with this agreement. Relative fatia.l~ shall be cieter3nined byreference t~, among other things, whether at~y alleged untrue statement or ozr~ission or any othe~~ alleged conductrelates to information provided-by the Company or other conduct by tl~e Company {or the Compa7ry's e~n~loyees, arother agents) o~i t1~e one hand or by Solomon on tl~e ot}~er hand. The parties Hereto agree that it would not be just andec~urtable if contribution were determicied by pro rata allocation or by any othez• method of allocation that does nottake into account the equltabte considerations ~•eferied Tv above.

'I'1~~ Company also agrees tllaf na Indemnified Party shall leave any liability (whether direct or indu~ect, incontract ot~ tort or otherwise) to the Company for ar ul coruiectioi~ with advice or services rendered or to be r~endez•edby any lndemziified Party pursuant to this agreement, tiie t~•ansactions conteizlplated hereby or any Indei~u~i.fied Par[y'sactions or i~~actiaus in connection wit11 any such advice, services or transactions except for Losses of tI~e Colnpazlytl~~it are finally judicially determined h} a count oP competent jtzrisdictiort to nave arisen. solely out of the grossnegligence or bad faith of such Iiidemnifie~i Party in connection tivith airy such advice, actions, inactions car services.

I~he ~~iglits of the Irtc3emnitled Parties Iieretmder shall. be in additio~i to airy other rights ti~at any IndemnifiedYa~-ty may have at common law, by statute or otherwise, ~;xcept as otherwise expressly provided for in this F.,xhibitA, i£any term, provision, covenant or restriction contained ari this Exhibit A is held bya court ~f,competent jurisdictionor ofher authority to be uivalid, vnicl, unenforceable or against-its regulatory policy, flee 7•emainder of tite terms,.provisions, covenants and restrictions contained in this agrezme~lt shall remain in full force and effect aiid sha11 iu .aoway be affected, impaired. or invalidated. Tl~e reimbursement, incie~i~nity and contribution oi~}igations ofthe Coxnp~nyset foi•tll hereitz shall (i) apply to any modification of this agreement and shall remain in full force and effect regardlessof any termination of tells agreement anti (ii) shall inure to the benefit ~f any successor or• assign. of any Indemnified.Party.

13


EXHIBIT B

Brail Declaration

rocs oc:~?as~u.z ~y~v~iooi


IN THE UNITED STATES BANKRUPTCY COURTI+OR THT DISTRICT OF DELAWARE

In re: I Chapter 11

iPic-Gold Class F_,i~tertaii~nent, LLC, et al.,' I Case No. 19-11739 (LSS)

Debtors. ~ (Jointly Adlninistei•ed)

DECLARATION OF RICHARD S. BRAD I~~ SLTPP~RT ~)FDEBTORS' APPLICATION FOR E\TTRY OT AN ORDER: (I) AUTIIORIZiNG

llEI3T012S TO EMPLOY AND RETAIN PJ SOLOMON AS INVESTMENT BANKERTO TIIE DEBTORS EFFECTIVE NUNC PIZO TUNC TO THE PETITION DATE,

(II) APPROVING THI; TERMS OF THE ENGAU~M~NT LETTER,(III) MODII+YI\~G CI;RTAIIL' TIME-KT~PING I2EQUI12EM~NTS,

AND (IV) GRANTING RELATED RELIrF

I, Richard S. Grail, declare as follows:

7 am a Managing Director at PJ Solomon, L.P., an investment banking film which

offices at 1345 Avemie of tl~e Americas, 31st Floor, New Yo~•k, New York l Ol O5, and the Head

of the Media, Entertaimneilt & Comi~iunications Group. I am authorized to inalce this

declaration (this "Declaration") on behalf of PJ Solomon, L.P. and/or its aff Bate PJ Solomon

Secu~•ities, LLC ("Solomon"). Unless otherwise stated i» this Declaration, I have pei•soi~al

knowledge of the facts set fo7~th herein.

~ The Debtors in these chapter l 1 cases, alo»~ with il~e last four digits of each Debtor's federal tax identificationmember, as applicable, are: iPic Entertainment ]nc. (9582); iPic-Gold Class Entertainment, I~LC (4684); iPic GoldClass Holdings LLC (6315); iPic Media, LLC (O] 50); iPic Tcxas, LLC (N/A); and Delray Beach Noldi»gs LLC(1035). "The Debtors' principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.

2722!99987-512 CURRENT/109774055x6 08/07/2019 12 25 PM


2. I submit this Declaration in support of the Debtors' Application for Ent~;y of can

OrdeJ~ (1) Authof~izirrg Tlzem to Er~zploy and Retain PJSolonaon as hz>>est»~en! Banke~~ to the

l~ebto~•s Effective Na~nc Pr•o Ta~nc to the Petition Date, (II) ~ll~p7•oving the Te~~nzs of tl~e

E~gagej~~ent Lette~~, (III) YVaiving Ce~~tain Tune-Keeling lZecl~ireilzents, caf~c~ (IV) Ur~anting

Related Relief (the "Application").Z

Solomon's Qualifications

3. I understand that, in light of the size and con~pleYity of these cases, the Debtors

require a qualified and experienced investment banker with tl~e resources, capabilities, and

experience of Solox~~on to assist them in pursuing the transactions that az•e crucial to the

success of the Debtoz-s' cases. I further understand that an investlnetlt banker such as Solomon

is a critical service that complements the services provided by the Debtors' other professionals.

I am informed that the Debtors believe retaining Soloinozl as tl~eiz• iiavestment banker• is in ~t}ie

best intet-est of their estates and all parties in interest because, among other things, Solomoia leas

extensive experience in, and an excellent reputation for, providing investment banking services

to debtors in bankz-uptcy reorganizations and other• restructurings.

4. I have extensive experience advising companies in the site-based entertainment

industry. My transaction experieXlce includes extensive woz-k in the motion picture exhibition

sector and tl~e di~~e-in thean~e segment. T have worked as both sell-side and buy-side advisor• fol•

tz~aditional theatres, luxury theatres and cline-in concepts. My transaction experience in tl~e dine-

in theatre segment includes adv~siz~g: Moviehouse &Eatery o~~ its S~31e to C~uepolis (2019);

VSS-Southe~•z~ Theatz-es/Movie "Lavern on its sale to Marcus Corporation (201)); Cobb on its sale

~ Capitalized terms riot otherwise defined herein shall have the meanings given to them in the Application.

2

2722/99987-512 CURRENT/109774055v6 08/07/2019 12.25 PM


of Cinebistro to Cinemex (2017) and Movie "I~avein on its sale to VSS/Southern Theatres

(2013). My transaction experience in the broader motion picture exhibition seetoz• includes

advising: Santikos Enterprises on its sale of certain theatres and property for future development

to Rega] (Apz-il 2017); Cobb Theatres on its sale to Ciuenlex (2017), Marcus Corporation on its

acquisition of We~uenberg Theah•es (2016); Bow Tie Cinemas on its sale of a collection of

theatres to Cinepolis (2016); Starpiex Cinemas ou its sale to AMC Entertainment (201 h);

Kerasotes Theatres on its sale to AMC entertainment (2010), and Syufy Enterprises on its sale of

Century I'laeatres to Cinenlark USA (2006).

5. ~'ur~ther, I have extensive relationships across the landscape of likely interested

parties, illchlding existi~lg theatre operators, site-based ei~tei•taimilent and venue z~aal~agernent

companies, and financial investors. I also mai~itain active dialogues with parties who uivest

opportunistically in t1•atlsactions wit11 turnaround potential.

6. Iz~ addition, Solomon and its seziior proFessionals leave extensive

expez-ience in the reorganization a~~d rest~-uctur-ing of troubled companies, both out-of-court

and in chapter 11 pl•oceedizlgs and Solomon's employees have advised debtors, creditors, equity

constituencies, and government agencies iz~ many complex reoz•ganizations. Moreover, Solomon

has beery retained as i~lvestment bankers in a number of irolibled company situations in various

jurisdictions, includi~ig, an~oilg others: h2 ~•e Payless I-Ioldzngs I,LC, Case No. 19-40883 (I3ankr.

E.D. Mo. Mar-. 19, 2019); In i•e Qz~icksilver•, Inc., Case No. 15-1180 (Banlci•. D. Del. Oct. 28,

2015); In s°e HHLtgz.ridation, I,I C. (f/Ic/a In i•e IIaggen Holdings, LLC), Lase No. 15-11874 (ICG)

(Bankr. D. DeL Oct. 8, 20l 5); I~z ~~e "1'l~e Dolcn~ Co3~~pany, Case No. 14-1 Obl~ (Ballkr. D. Del.

Apr. l 5, 2014); In r•e MLS Intl, hoc., Case No. 09-14109 (13anlcr. D. Del. Feb. 26, 2010); h2 ~~e

C;'1~ I,ictrizc~atiorz Co., LLC, Case No. 09-13038 (B~uikr. D. Del. Sept. 15, 2009); In re Leaj~ C:'oyp.,

3

2722!99987-512 CURRENT/109774055v6 08!07/2019 12 25 PM


Case No. 09-14326 (Ba~~kr. S.D.N.Y. lug. 25, 2009); I~ re Bz~zlding Matei~icrls Holding Corp.;

Lase No. 09-12074 (Bankr. U. Del. July 16, 2009); In ~•e Ec~c~re Bauer Ilolding.s, Inc., Case Nn.

09-12099 (Ba1~•. D. llel. July 7, 2009); Iii ~~e Pol~rroid Coil., Case No. 08-46b17 (Banki~. D.

Minn. Feb. ), 2Q09); In ~•e T~a~eete~• Home Lnrn~'t Grp., It~c., Case Nn. 07- l 07$7 (Banks•. D. Del.

July 13, 2007); In re M. Fab~~zlcanl & Svns, Inc., Case No. 06-12737 (Bankr. S.D:N.Y. May 25,

2007); In ~~e Dura Pluto. Sys., Inc., Case Nn. 06-1 ] 202 (I3ank1•. D. Del. Dec. 6, 2006); In 7~e Dana

Co~l~., Case No. 06- 70354 (Ba~1kr. S.DN.Y. Maz-ch 9, 2006); In re J.L. Fi°ench Auto. Castings,

If~c., Lase No. 06- 1011 J (Bankr. D. Del. March 22, 2006); and In re Al Realty Mai°keting of~

Nei-i~ York, Inc., Case No. 01-40252 (Bate. S.D:N.Y. Sept. 11, 2002). Accordingly, Solomon

has developed significant z~elevant experience and expertise that will enable Solomon and its

professionals to provide necessary investment banking services in these chapter 11 cases.

7. Additionally, Solomon is already familiar with tl~e Debtors' operations. The

Debtors first engaged Solomozl oxi June 10, 2Q19. From that date, Solomon has worked Wirth tl~e

Debtors to provide the services outlined below. Thus, Solomon is well-suited to provide the

im~estment banlciilg services to the Debtors that are contemplated by the Engagement Letter and

described herein.

8. In J~ine 20l 6, Natixis acquired a 5 ] % stake iu Solo~~lon. Nati~zs is the

international corporate and investl~lent banking, asses .management, insurance, and fina~lcial

services arm of troupe BPC1~, the 2nd-largest banking group in France. Natixis has a nwliber of

areas of expertise that are organized into foul- main business liz7es: Asset &Wealth Management,

Corpot~ate &Investment Banking, Tnsw~ance, aiad Specialized Financial Services, and it is

possible that Natixis has comlection5 with lkie Potenii~il Parties in Interest. however, other• than

through its connection to Solomon, to the best of ~~~y knowledge, Natixis is .not involved iii

4

2722/99987-51?_ CURRENT/109774055v6 08/07/2019 12:25 PM


adl~ising any of the Debtors or theiz• businesses. Accordingly, this disclosure is limited to

Solomon, and does not include any con»ections ~liat its sl~a~•eholcler may, or may i~ot, have with

Potential Parties in Interest.

Professional Compensation

9. In consideration of tl~e Set•vices, and as more fully described in the Engagement

Letter, subject to the Court's approval, the Debtors have agreed to pay Solornozl the proposed

compensation set :forth in the Engagement Letter (the "Fee and ExUense Structw•e"), which is

summarized below:

(a) "l~he Company azld Solomon acknowledge that the Company paid Solomon aretainer fee (the "Retainer Fee") of $100,000 promptly following execution of theInitial engagement I.,ettex.

(b) Tlie Company shall pay Solomon a monthly financial advisory fee of $100,000per• month (the "Monthly Advisory Fee"), the first of which shall acc~•ue on tl~edate the Company files for Chapter 11 bankruptcy protection, and thereafter onthe fiz•st day of tl~e following two ~~~onths; provided, however, that sLich MonthlyAdvisory Fees shall not be payable until the relevant Bankruptcy Cotu~t approvesSolomon's retention.

(c) The Conipai~y shall pay Solomon the following fees in respect of a Sale`Transaction:

(i) At the closing of a Sale Transaction iz1 which the Sale Transactioncounterpai•ty is a "l~hird Party Non-Operator, a tz-ansactioia fee (the "Non-O~eratoz~ Transaction Tee") of $1.75 million less• any Retai»ei• I~ee paidand not previously credited. For purposes of this agreement, "Third PartyNon-Operator" shall n~eai~ a financial sponsor, private equity fund, oz~ anyel~tity that does not own or operate a movie tlleatei•.

(ii) At the closing of a Sale Transaction other than a Sale Transactiondescribed in Section 3(c)(i) above, a trazisactio~z ~~ee (the "Strate~ieT~~ansaction tee" and together with a Non-Opez•ator Transaction Fee, eacha "Sale I~ransaction Fee") equal to $2.5 million less any Retainer ~'ee paidand not previously credited.

(d) If~any Restructuring Transaction is consummated, the Company shall paySo]omon a transaction fee (a "Rest~•uctuz~in~ Transaction Fee") at the closingthereof, equal t:v $l .75 million. Fot~ the avoidance of doubt, in tl~e event that aSale Tz-ansaction oec~u~s, whether or ~1ot such Sale Transaction occurs within a

2722/99987-512 CURRF_NT7109774055v6 08/07/2019 12'25 PM


bar~la-uptcy process (i.e., sale and auction process as co~ltemplated underBankr~~ptcy Code 363) or outside of a bankruptcy pl•ocess, tl~e fee payable inrespect of such Transaction shall be the Sale "Transaction F'ee as calculatedpursuant to Section 3(c) of the Engagement Letter.

(e) If any Fina~~ciz~g is consummated, the Company will pay to Solomon a financingfee equal to the applicable percentage below of the gross proceeds of, or ifgreater, maximum lending or funding coznmitl7~ent under, such Financing (a"Financing Transaction Fee"):

(i) 1.0% for senior secured debt (including, without limitation, "debto~~ inpossession" financing);

(ii) 2.5%for junior secuz•ed debt or any unsecured debt, includizagsuboz•dinated or• mezzanine debt, o~~ Li~~itranche debt (i.e., coinbini~~gdifferent types of debt, such as senior and subordinated, into oneinstrument);

(iii) 4.5%for common, preferred oz~ other equity, including, without limitation,securities or debt convertible into equity or equity-linked debt.

(iv) Notwithstanding the terms of the Engagement Letter, Solomon has agreedto cap the amount of any Financing Transaction Fee at $2.0 million, andzoo Financing Transaction Fee is payable in respect of pz•oceeds receivedfrom Retirement Syste~l~s of Alabama as debtor-in-possession financing.3

(~ If the proceeds of any such Financing are to be funded in more than one stage, theaggregate proceeds to be raised iu all stages of such Financing shall be deemed tohave been received, and Solomon shall be entitled to fl1e applicable compensatio~icalculated based on such aggregate proceeds, upon tl~e closing date of the firststage thereof.

(g) In addition, the Company and Solomon acknowledge and agree that in no eventshall more than one fee be payable to Solomon under Section 3(c) and Section3(d) of the Engagement Letter. If a single transaction i~ivolves both a SaleTransaction and a Restructtu•ing Transaction, the highest of the applicable SaleT~~allsaction Fee or Restructuring Transaction Pee shall he paid to Solomon.However, a F'inanculg "Transaction I'ee shall be due i~z nrlrCitio~z to a SaleTransaction Fee or Restructtu•ing Transaction I~ee, unless the proceeds of suchFinancing are used as part of a Sale Ti-~~saction or a Restztlefirinb Transaction.

In addition, tl~e reference to "Ywo years" in Section 6 ("Ierm) of the F?ngagement letter has been replaced with "]2

months.>,

b

2722/99987-512 CURRENT/109774055v6 08/07/2019 12 25 PM


10. The Company also has agreed to reimburse Solomon monthly foz• its out-of-

pocket expenses incuz~z~ed irl connection with the provision of its ser~~ices, the execution and

delivery of the Ei~gagemei~t Letter and the consummation of any ~'z•ansaction, including without

]imitation the fees, disbursements and otl~ei• charges of Solomon's counsel; provided that the

amount of such expenses for which Solomon play seek reimbmsernent from the Company shall

not exceed $75,000 in the aggregate without the Company's consent (not to be unreasonably

withheld). Out-of-pocket expenses also shall include, but not be limited to, travel and lodgii7g,

data processing and communication charges, research and coux~iei• services.

11. The Fec and Expense Structure described above is comparable to compensation

generally charged by other firms or similar stature to Solomon fog- compax•able engagements,

both in and out of baz~ic~~uptcy. 1~1~e Fee and Expense Structure is also consistent with Solomon's

normal and customary billing practices for cases or this size and complexity that require the level

and scope of services outlined above.- I believe that the Fee and Lxpense Structuz•e is reasonable,

~u1d I further understand that the Debtors believe the Fee and expense Structure is reasonable.

12. In determining the level of compezisatiol~ to be paid to Solomon azid its

reasonableness, Iunderstand that the Debtors compared Solomon's proposed fees with the range

of investment banking fees iii other large and complex chaptez• 11 cases. The Pee and

Expense Structure has been agreed upon by the parties in anticipation that a substantial

comznitinent of piofessiona] time and effort will be required of Solomon and its professionals in

colulection with these cl~aptet~ 1 l cases, that such com~~nitlner~i may foreclose other oppot-tunities

for Solomon, and that the actual time and commit~l~ent requiz~ed of Solomon and its

professionals to perforn7 its services in coiuleetioz~ with these chapter 11 cases may vary

substantially fi-om week to week o~- month to month.

7

2722/999E37-512 CURRENT/109774055v6 08/07/2019 12:25 PM


13. I understand that tl~e Debtors believe Solomon has obtail~ed valuable

institutional knowledge of the Debtozs' businesses, financial affairs anti c1•editot•s as a result of

providing services to the Debtoz~s before the Petition Date and that Solomon is both well

qualified and uniquely able to perform these services and assist the Debtors in these chapter• l 1

cases. Mor•eovcr, I understand that the Debtors believe that Solomon's services will assist

the Debtors in a successful outcome of these chlptei- 11 cases.

14. Solomon's strategic and linancia] expez-tise as well as its capital markets

knowledge, financing skills, x•estr~ucttuing capabilities anti me1•gers and acquisitions expertise,

some or all of which may be required by the Debtors during the term of Soloillot~'s engagement

i11 connection with these chapter 11 cases, were impoz•tant factors in determining the Fee and

Expense Structure. Based on discussions with the Debtors, I understand the Debtors believe that

the ultimate benefit of Solomon's services hereunder cannot be measured by reference to

the number of hours to be expended by Solomon' pt•ofessiouals in the performance of such

services.

15. Solomon has not shared or agreed to share any compensation to be paid by the

Debtors with any other person, other than other principals and en7ployees of Solomon, in

accordance with sectioi7 504 of the Bankruptcy Code.

l 6. It is my uzaderstanding, in light of the foregoing and given the numerotas issues

which Solomon ii~ay be required to addz~ess il~ the perfot-mance of its services hez•etnldei•,

Solomon's comnutmez~t to the variable level of time and effort necessary to address all such

issues as they arise, and the market prices for Solomon's services for engagements of this nature

both out-of=colu-t and ii1 a chapter 11 context, the Debtors believe that the Fee and Expense

StruciL~i-e is market-based and fair and reasonable under the standards set Foz•th in section 328(x)

8

2722/99987-512 CURRENT/109774055v6 08/07!2019 12.25 PM


of tlae I3anlcruptcy Code. Additionally, Solomon believes -that the Fee and Expense Structure is

n~ai•ket-based and fair and reasonable under the standards set forth in section 32R(a) of the

Ba»kruptcy Lode.

17. Accordingly, I understand that the Debtors believe that this Court should approve

Solomon's retentioza subject to the standard of review set forth in section 328(a) of the

Bankruptcy Code and that Solomon's compensation should not be subject to any

additional standard of review under section 330 of the Bar~•uptcy Code.

Disinterestedness

18. In connectiots with its proposed retention by the Debtors in these cases, Solotllon

undertook to determine whether it lead any conflicts orother• relationships that might cause it not

to be disinterested or to hold or represent an interest adverse to the Debtors. Specifically,

Solozzlon obtained from the Debtors representatives tl~e names of individuals and entities that

nay be parties in interest in these cases (the "Potential Parties in Intez~est"), and such parties are

listed on Schedule 1 attached hereto. I luldei•stand that this is the sa~~ie list the Debtors' counsel

used to dete~7nizae if there are any potential conflicts in coiuZection with its retention application.

19. Solomon has researched its electronic client databases to determine connections

with the I'otea~tial Parties in Interest. Tv the best of nay knowledge and belief, Solomon has not

represented any Potential Parties in Interest in connection with znatteis re,laling to the Debtors or

their estates, assets, or businesses and will trot represent oflier entities which a~~e ez-editors of, or

have other• relationships to, the Debtors in mattez~s relating to these cases.

20. In addition, I understand that an email was broadly circulated within Solomon to

inquire whether any employees or paz~tncrs at Solomon, or any member of such recipient's

imz~ledrate fai7lily (spouse, minor children, oz' fatl~ily members living in your household) (i) have

9

2722/99987-512 CURRENT/109774055v6 08/07/2019 12'25 PM


any connection t~ the Potential Parties in Inte1-est; (ii) own an}~ equity security of any of the

Debtors; (iii) own any debt security of~al~y of the Debtors; (iv) hold a general unsecured claim

against any of the Debtors; (v) hold any other claim against any of the Debtors; or (vi) own more

than one pei-ce;nt, manage oz~ otherwise control, or have any influence over any of the Potential

Paz-ties in Interest. I understated that no affirmative response was received in response to any of

these email inquiries.

21. Further, the email inquired whether az~y recipient of the email, or any member of

such recipient's izl~mediate family, (i} leas, within the last two (2) yeaz•s, been an officer, di~•ector,

or• employee of any of the Debtors or (ii) holds an intel•est materially adve~•se to interests of the

Debtors, or oI' a11y class of creditors or equity security holders, by reason of any direct or indirect

relatiotlslli}~ to; connection with, or interest in, the Debtors, or for any other• reason. I understand

that no affirmative z~esponse was received iz~ response to these email inquiries.

22. Moreovez~, tlae email izaqui~•ed whether• any recipient, or any member of such

recipient's immediate family, is related to (i) any ban]ci•uptcy judge for the Distz-ict of Delaware

and/or (ii) any employee of t ie United States Trustee for Region 3. I understand that no

aitirmative respo~lse was 1•eceived in response to these email inquiries.

23. Duz-ing the 90-day period before the Petition Date, Solomon received no payments

in x•espect of fees and expenses. In accordance with the terms of its Engagement Letter, Salomon

z~eceived a retainer iii the amount of $100,000 on June 10, 2019.

24. As of the Petition Date, the Debtors did not owe Solomon any fees or expenses

inctu~rcd prior to the Petition Ua~te that ~~ill not be waived upon entry of the Proposed Order

(including um•eiznbursed expelises in excess of amotmts paid to Solomon prepetition).

10

2722/99987-512 CURRENT/109774055v6 08/07/2019 12'25 PM


25. Tv the best of my knowledge, as set forth above, no individual assignment in

which Solomon is involved appeared on tl~e Potential Parties in Interest, and accordingly, Wane

of the entities listed on the Potential ~~arties in Interest accotmts for- more than 1.0% of

Solomon's Inc.'s gross revenue during tl~e twelve month period prior to the date hereof.

26. Solomon provides investment banking and financial advisory services Co a wide

variety of clients. As a result, Solomon has i-epr-esented, and may in the future represent, certain

Potential Parties in Interest in matters utlrelated to these cases, either individually or• as pact of

the representation of an ad hoc or official committee of creditors or• interest holders. To the best

of my knowledge, information and belief, uisofat• as I have been able to ascertain after

reasonable inc~uiiy, none of these representations are adverse tv the Debtors' interests.

27. In June 2016, Natixis acquired a 51 %stake in Solomon. NatiYis is the

inte~~national corporate and investment banking, asset management, insura~lce, and financial

sez•vices arm of Groupe BPCE, the 2iad-largest backing group in France. Natixis has a izumber of

areas of eYper•tise that at•e orgaz7ized into four main business lines: Asset &Wealth Management,

Corporate &Investment $ankizlg, Insu~~ance, and Specialized Financial Services, and it is

possible that Natixis leas connections with the Potential Parties ~n Interest. However-, other• than

t~Irough its connection to Solomon, to the best of i~1y 1cilowledge, Nati~is is not involved in

advising any of the Debtors or their businesses. Accordingly, this disclosure is limited to

Solomozi, and does not include any colvlections that its shareholder may, or may not, have with

Pote~itizl Parties in Interest.

28. Based on the fol•egoing, to the best olmy knowledge and belief; neithet~ Solomon

i~or I, nor any other employee of Solomon that will provide services to the Debtors in connection

2722/99987-512 CURRENT/109774055v6 08/07/2019 12.25 PM


with Phis engagement, has any connection with or holds any interest adverse to the llebtors, their

estates or the Potential I'artxes in Interest.

29. In addition, to tlae hest of my knowledge, Solomon has t~eceived no revenue in the

last 2 years from any of t~~e Pote~~tial Parties in Interest. Further, to the best of zny knowledge,

there has been no outside business activities oz- private investments disclosed in Solomon's

compliance system foi• any of the Potential PaY•ties in Interest. Moreover, tv the best of my

knowledge, there is no curc•ent or o~~going mandates for• any Potential Parties in Interest i~a the

ODEON check, which is ouz• firm's master Watch/IZestricted list system.

30. To the best of my knowledge, information, and belief, insofar as I have been able

to ascertain after reasonable ii~quiiy, except with respect to the Engagement Lettez•, Solomon leas

not been retained to assist any entity or Berson other than the Debtors on matters relating to, or in

direct coz~ilection with, these cases. Solomon will, however, continue to provide professional

services to other entities or pez•sous that may be creditors or equity security holders of the

Debtors or iziterested parties i11 these cases; provided that such services do not relate to, or have

any direct connection with, these cases or the Debto~•s.

31. I azn not related or connected to and, to the best o1' my knowledge, no other

professioisa] of Solomon who will work on this engagement is t•elated o~• co~inected to, any

United States 13anlct•uptcy Judge for the District of Delaware or any employee in the Office of tl~e

United States Trustee Tor Region 3.

32. Accordingly, except as otherwise set forth herein, insofar• as I Have been able to

dete7~z~linc, none v1' Solomon, I, nor any employee of Solomon who will work on t11e engageineni

holds or ~-epr•esents ally interest adverse to the Debiors or ihe~r estates, and Solomon is a

"disinterested person" as that te1~m is defined in Bankruptcy Code section 101(14), as modified

12

2122/99987-512 CURRENT/109774055v6 08/07/2019 12 25 PM


by section 1107(b), in t17at Solomon, a~ld its professionals and employees who will work on the

engagement:

(a} are not creditors, equity security l~oldeT•s oi• inside~•s of the Debtoz-s;

(b) were not, within two years befoz•e the date of filizlg of the Dei~tors'chaptez• 11 petitions, a director, officer or employee of the Debtors;and

(c) do not have an interest materially adverse to the interest of theDebtors' estates or any class of creditors or equity sectu~ity holdet•s,by reason of any direct oz• indirect z-elati~nshin tee; cot>>~P~tinr, with,oz• interest in, the Debtors, oi• for any other reason.

33. To the extent that Solomon discovers any additional facts bearing in a material

respect on its disinterestedness duz•ing the ~~e7•iod of Solomon's retention in connection with these

cases, Solomon will supplement this Declaration, as required by Bat~•uptcy Rule 2014(x).

[Remainder of page left blank]

l3

2722/99987-512 CURRENT/109774055v6 08/07/2019 1?_:25 PM


Pursuant to 28 U.S.C. ~ 174b, I declare under• penalty oFperjury tfaat the foregoing is true

and correct to the best oI'my (cnowlecJge a►~d belief.

Dated: August 7, 2019

14

2722/999f37-512 CURRCNT/109774055v6

Managing DirectorP,I Solomon, L,.P,


SCH~DULE1

Interested Parties List

2722/99987-512 CURRENT/109774055v6 08/07/2019 12 25 PM


iPic Potential Parties In Interest

BANK

JPNlorgan Chase

CLASS A EQUITY

ABN[NAV T12IVF_,DIABHIS~I~K SI-IARMAADAM SCOT"1~ FQSHEEADORA CHERRYAFTIN HAYMONAFUA WILSONATAV $TTI.T

ALAN IZUIZALBERT' llONALDSONALDINE WILLIAMSAI.,F_,JnNDRAVIRASTTGUI

ALEX ARCTIERALEX REIDALEXANDRASAI~CHE7

ALLYSON GRAYAMBROSG PHILLIPSAtvIELIA FRENCHAMY PILRCEANA SALMONANDREW BF,RGEl~iANDREW ESSEXANDKIENN1i MOKRISANGELA KEN7SLOWEANN YARDANTA CISSE-GREENANTHONYSIITNI IOSTEK JR

nN'1'OINB ~VILLI~,MSAPRIL HOR'7'ONarucrLlViL1.ANUEVA

AK"I'ANYA MILLSARTHUR SUEt1VA PITTS13f~RI3ARAI3ATZTt1SCH-CASICEY

RARBAItA GUERI2~\BAR"t PEDI=:IZICIF3ELINllA STE~VENSONI3GN CLUNGI3ENJANIIN DEJ~SUS8EN1'~i~T7' SILVERBERI~NISF. VASQULGBERTINA TALLAICS~N~3E'1'"]'INA PItTTERSON130JA1~~ PETTZ}SI{I

BONIFACIORENTERTA

BONITA BBCKIIAMBRADFORD C BANTARF.,VOCABLE TRUS"1'

BRANDON MILTON-BAP'I'TSTf~'

BRETT SOBLEI3KIAN AL~XANDBRBRIAN STARKBRIANNA BTZANCHBRIDGETTEWASHINGTON

'~~Ri i i,~'iiVY S'~I a TVi~BROOKF SVJWTCAPATORIA WILSONCARL SI-IEDDCARLTSA BCJRTCARMEN COSTBNCAKNIEN ROSSCAROLPORCHOCAROLYN JONESCASSANDRA ILLIDGECASS~INDRA SMITHCATHEKINE FISHERCATI-IERINL' NI BANTAREVOCABLE TRUST

CATHERINESYLVESTLR

CECILIn LANCASTERCEDE & CO (FASTACCOUNT)

CELLSTINO DIAZCHANTF,LL~ GYAMFICH~\RLES &BARBARAMITCHELL

CI-IARLES HLI3ER`I'CHARLES WTLLIAMSCNERIG HAXNESC2-IIQUITA N1ING0-BRUNSON

CHRISTINE; SALLERCIF_Rf1 I31LLCISCO RODRIGUBZCI,ARI< WOODSCONGJU CHENCOUR"I'NEX COOI'1RCt2AIG I31tOWNCRAIG WILSONt~i1TANf1 JAZONDALPHANY BI,ALOCKDANn DAVIDMIiSSINA

DANI~;L A~IZUC7Yl<DANIEL BALDR~IN

DANIEL GONZALESDAMEL HILTON-ALLEN

DANIEL LE~VISDANTE MORTONDARC~N WILSONDA1tREN GULSTONDARRYL I,EVERSUCI iDASETA GRAYDAVE SHARMADAVID BATCHELORDAVID BOOKERDAVID DZIEDZICLt1V AL lV1LLJ~ll,11 t1J

DAVID MILLERDAVID RTCHARDSONDAVID YlJDAWN FERRERDEBBIE ASI-ILLYDEBORAH MENCONIDEBRA CARSONDELSIIVA WESTDERETC YOUNGDEWTLLIANNEBRTSCOERAY

DIANA GUEVARADIf1NL L~WISDOLORES WATICINSDOMIMQUE SLO'1"I'DON PAT'1'EEDONALD SLEDGEDONNA DF.,CHANTDWAYNE I30L~1NllrDDIE OLIVF,RLDUAIZDO NUNOEILE~N DBADYEL,INA M~NCOS~~Isn~~T~-1 BULLELIZABETI I DALLYELLIOT MOORL;EMILY SMITHEMPLOYEES'RE"1'IRBNIN'NTSYSTEM OFALABAM

EQUITY TRUST COCUSTODIAN FI30

ERHAN Bi1I~~CECIERIC DOLANSI<IERIKA rORLNIAi~ERII~~ LECUYERERIN KiCICETTSE:;I2NES"1' 1 TUN"1'LRN~ST SI IEPPAItDLRSI{iNE S'HOUL~RSES1'I TER I3ALB1

ESTHER GYAMBTBIFARAH DHIA~.LD~1NFRANCES NA'T'ALI~REDLRICIC ZUPPGAI3RILLA ROSLSGAB~2]ELLE SCALISEGAVIN NICHOLSGEORGE 70SEPI~GEORGE Ivi. PI~ILIPGILDA WAI.,LACEBONN~NIERE

GLEN INGLISGRANT RAIDV1\1 UVnI~ VYILL1Y11~J

GRUPO SAN JOSEHOLDINGS

HAMID I-3ASHBM(HANAKADIVERSIFIED LLC

f IARRISON GORMANHECTOR GARCIA DEQIJEVLUU KUR

HENRY '~VEBBHERBERT LAZ~\RUSI-IFRIB~RTO COLLAZOHIL~IKY f-iENRYHILDA MORIZTS-JACI<SON

IJEOMA NTELDIRIORI PR.EENIANIRVTiI,'TZ LAFLI?lIRISHARA MILLrt2JACQUELINLC~ILLAHAN

JACQUELINE HA`I'TGRJACQYJELYN DnVISJAMEL GREENJAMLL 4VILKSJf1iYI~S CARNEY IIIJA~1F.S I-IA'I'I-IAWAYJAMES MILNERJAMES RAYMONDJAMES W AGNERJANITE O'I3YRNEJANE GOLDJANI"1'A MIJRIZf1YJANNET'I'1 WOI,AICJAREE CT-IAIvII3ERSJASON GOIZI70NJAVIER MnR17NJAMS PLRR1'JF,AN-CLAUDE HENRYJLFFREY T-]ENICEJLI~FREY 1~}~IIL7PPEJEFFRT?Y WI11"1'E

272?_/999II7-512 CURRENT/109860961 v1 0/06/2019 7.08 PM


JENNIFER DOTSON

CODYJENNIFER DOYLFJENNIrER PEI2ELJEI~INIFER PHILLIPSJ~REIvIIB JACKSON

JERNIAINE ABRAMS7ESSE HARWICKJILL COHEN7tLLInN BAUERJ IIv1 LSEJiN1ELLE HOUSTONJOAQUTN MUVDIJUliN 1JHISU

JOHN QUICICSALLJOI7N YANOSTICJON WARNERJOSE TALAVERAJOSEPH D011GRTYJOS]PH GA"I'HGJOSEPH MAKINJOSEPH VICTORBEHAR

JOSH HARTIvIANNJOSI-IUA BARROWJULIA HAR'1'LEYJULIUS CI.ARIC III7UNIED WAHEEDJUS"I'IN LINJYOTI AGf~RWALAI<i110 GONCALVESKAREN BFARNIAN

I{ARrN NIUMMI<AkZEN I'I IOMPSONKARL WULFSBERGKARXN WILLIAMS1{A'I'HERINEJU07,AITIS

KATHRYN O'BRIENI<E1RA PICI<EIZTNG1<EISI IA GREENKEITH PRYOR]CETTII SHEPPATtD10ELI 7EROMBKELLIE ICN(GI ITTCENNETH FANGKENT JONESKENYAN 7tOONCE-MII,LER

ICENYAT'1'A MOORSKLVIN nNDERSONlCEV1N WICI{I<HALIA DONALDSOi~1l{HIADA AUTIZ~~'1<IIULLIP JLUNGIC]M PIERCE

I<IRSTLN ROGERSKRISTOFER G12AYILRISTY CL~MONSKWAMT nFIZE;NLAICG3THA BUGGLARRY BARRIOSLASHi\~~IWOODWARD

LATISHA F,DWARDSLA'1'ORYA STREETLATIZBSA WILLIAMS

LAURA GARRISLAURA MOORSLt1 V IClt1 X 1~~1'Z i~

LAWRENCE VONCT{X

LEE CHKISTOPHERLEON BEAUTY LI,CLEONi1RD ROSSLEROY GOOUWINLETICIA GOVEALILI~I ANSTAJI~BAHER

LILLIf1NAPNAMNGUYEN

LINDA MCG~HEELINllSAY FOXLISA SLEDGELLOYD OESTREICHERLORENA BARREDALORNFMACDOUGALL

LORRAINE COLELOVELY SAINTILLOWYNN YOUNGLTONYA DAMSLUCY CARONEELLTOTT

LUCY MARIZEKOLUIS DE I.,ANC~RLYNNE YARDMAGDALENA KUSIO

Mr1I-11Df3RE SAI-ILEMALIICA SMITHMAI~~U~L T~fEDRANO

MAKC ALEXANDERMARL WASHINGTONMAKFREll SU~l_,O~InRTA IIARRISONMAR[LYN AGU~1Y0-FINCT{EN

MARILl'NN DF,PALNIAM~RiNA DIVERTSMARISHA CLIN'I'ONM~1KI{ JACKSONMARK MURYIIYMARK STEPI II. NSON

MARNICHAN 2003TRIBECA TRUST

MARSHA IIARDING

MARTIN MCGEEMARVTS BERRYMATTHEW BRObVN

MELANYL REIDMELISSA MCCRAYMELVIN BURICLEYMERREDITH GIBBONMICT-IAEL BBRRXMICHAEL BUTLLRMICI~ABI, I{ROGHivii~i-i~ii~ i`~r~ly?~T~T~]FT!

MICHACL MOORMICHAEL WHITENIICI MLLE ALFAROMICHELI:,E VERYMICIIELL~STAW INSICI

MICHELLEYAGHOOBIAN

MILA ELFMANM0.IISOLA AMOSUI`~MONtQUECUMBERBATCH

MOSTAFA BLSHIRNATHAN ROSENFF,LDNATHANIFsL JACKSONNAZANINAMINMnNSOUTZ

NETI, STRAWDTRNICHOLAS ZELINSICINICI<Y DULCIONICOLr LOVENICOLE MCiLVL~NNICOLE NIOORF.NICOLE PANZAREELA31

NOVIA BENTOBILOH EGUOLAJIDE DADAOI,EVEN~ I3~NNLTTOSVALDO BrNITEZOWEN GREY-HATCHPAMELA UUKLEY

Pf1'1'I2ICE JACKSONPA1'R1C1A GOGGINSPA"I'K1CIC QUINNPAUL GRE~N73~RGPAULSAFRnNPAUI, WES"I'RAPHILIP CN'UISWUMAPHILIP WRIGH"]'RAEi BATISTERA1NlEK LAPON]}?I

RALPH RAMIREZR~INDALL NESTERREGINA SMI`tHRICARDO ZUNIGARICHARD CAREWROB NILNIEIERROBBIE COOKSEYROBERT NOBLEtZOBERTA RYNCARLROLAND COOL{

RON WILICINSRONALD BEANRONDAL Cf\LDWELL~n~r i~~n FTrr.r~~

ROSLYN BALZELLEROY HARRISRURU OSHERUSS CUNDIFFRYAN ANANiARYAN CUNNINGH~MRYAN I'UTCIISAMANTHA MUI,LF,TSAIvIIR BI-IATTSAMUEL LEWIS JRSAMUEL ROBINSON

SARA ICAISLRSCOTTCHRISTIANSFN

SF IADE SOLONSHARON JOLSHARON P~"I'"1'WAYSHAVONF T{EYSSHA W ANNA POlT1ERSHAYAN KADIWALSt-I~LBA S"I~EWAKTSHELLS PO~UELLSHERI GONLALESSHERRY YnRDSIIONTGL ALSSHU-P[NG CHANSIMON CONSTA[3LGSOMA SIAWSRINIVASICANllIB~NDA

S'I~ACI nl,7,IEBLFR-P~RKINS

ST~IFFORDANDERSON

S"I'ANLEY OSMAINISTEPI~IAMAR

INV1;S"TiVI1N"I'GROUP

S"1'EPHEN SMITHSTEVE MASTEVBU LF,VY

ST'F;VLN I,F.,VY

2722/99987-512 CURRENT1109860961v1 08/06/2019 7:OII PM


SUZANNE NOBLLSY~D S~IAI{IR'1'AVIMAKAMCDONALD

TANDRA CHEATHAMTARAH MURPI-iYTAW~NA JONESTAYLOR JAPFELTERRICOHENTERRYFUNGTNAMAR MISTRYTHOMAS GRUBE"THOMAS LEONARDTrrrr_yrnr~: r n

TIFFANY SIMMONSTODD CHRISTENSENTOMMIE BERGER`1'ORI CQC,ETRACY EAVESTRAVIS LINDSEYURT FLENIINGVALERIE LtIBK~NVANESSA I~LEINVANESSA RTOSVIJAI'ENDERBENtWAL

VILLAGE ROADSI-IOWATTRACTIONS USAINC.

V1NnY KAP~IDIAVIVIAN GRE~NEWENDY P~REGOWILLIAM CAPUTOWILLIAM FEAGINWILLIAM PRENSKYWII,LIAn~1 TONYWT[,LII~ BURTON IIIYINELL RODR[GU~Z

CLASS ACTIONCLAIMANTS

DARRYL THEODORELEVERSUCH

HASHEMI HOLDINGSLLC

HAYLEY HASHBMIIRREV INV TRUST

HBICEN'I'ERTAINYIENTLLC

JAMES GRIER LEE JRJMAQEN"TERTATNMENTLLCrnj n.r r ~r ri; ;rr.T ri r

JOSE UNCBINKEVIN G QUINNLILY HASHEMI IRREVINV TRUSTMESSINA LIVINGTRUST DTD 9/20/2001PVR LIMITEDQU1NNENT'EiRTATNMEN'TLLCRAHIM HASHEIv1IRANDI D SCI3WnRTZDrCLARAT'ION OPTRt1S'1'1t~GAL/ATOMHOLDINGS LLC

DBA

Big Daddy's Brew andQueCity PerchiPic theatresTanzyThe Tuck RoomThe Tuck Roo~i~ Tavern

Adams Employment Counsel

I<JT Lew Group LLA DEBTORS

CLASS B EQUITY

ABDOLA(,I HASiIEl~1TAG INVLSTM~NTS

LI iv117~fDPARTNERSHIP

ALEXANDEKHASI lEi~11 IItR~VINV TRUS"I'

Delray Beac11 Holdings,LI.,C

iPic 13ntertaioment Inc.iPic Gold Class Holdingsi,LC

iPie Media LLCiPic Texas, LI,CiPio-Gold Class

Entertainment, LLC

DIRECTORS

Andrew EssexDana MessinaGeorge PhilipRobert Kirby

LENDER

The Employees'Retirement System of AL

LIEN

Butters Construction &Development IncTechnique Air, Inc.

LENDERCOUNSEL

Burr &Forman LLP

LITIGATION

AMC EntertainmentHoldings, Inc. et al

Carter, llebraDaithard, Bree I.Diaz, EzequielJoshua KingKhogyani, SorayaNielson, Johanna RRyan, Mary L.Shah, SatyenS11ter, NiaTechnique Air, Inc.

TOP 30cR~vl~roRs

America's Escape GameAVCO CenterCorpo~•ation

Cardlytics Inc.Crowe LLPllelray Beach 4th & 5thA~~emie, 1,LC

Driscoll FoodsEcostruction LLCFederal Realty InvestmentTrust

1~odges &Associates,PLLC

ID &DesignInternational, ]nc.

Integrated Nledia SystmsIPFS CorporationJackson Lewis P.C.Lane Valente IndustriesParamount Pictures /Dreamwor(<s

River Town SquareRegency, LLC

SchiF~dler ElevatorCorporatio~iSDQ Fee, LLC

CorporationSony PicturesSpencer StulrtStainless Fixtures IncS~iperl Sequoia LimitedSyscoTDC Fort I,ee, LLCUniversal FilmExchanges, LLI,PVillage I'V, Ltd -Rent

Walt Disney StudioPictures

Yettei• Coleman LLP

OfficerBill Loyd~T1111IC{ ~~S~1G1111

PROFESSIONAL

1~1<erm~n LLPAurora ManagementPartners

Ballard Spahr Li,P13ania~uptcy Managen~enLSolutio~~s, Ir,c.Buchanan Van'I'uinenLLCBurch & Gacchiola P.A.Btu•r &Forman LI..1'Carr Maloney PCC;"I' t:orporationDickinson Wright PI~I,CFerencil< Libai~off BrandTFTI Consulti~~gGoet-r.l~itzpatrick LI,YCYrayRobinsun1-Ii~~sch & WesthcimerInfoLawGroiip 1.I,P

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Jackson Walker LLPJameson Babbitt Stites &Lombard

Jeffer Mangels Butler &Mitchell LLP

TCing &Spalding LLP

IClugei• Kaplan SilvermanKatcen &Levine

Kroll, McNamara, Evans

& Delehanty, LLPMediant Canmunications

Inc.Pachulsl<i Stang Ziehl &

,1 OI1CS 'LLl'

P7 Solomon L.P.Post Pol~lc P.A.Skene Law Fii•ul, P.C.Steptoe &Johnson LLPStoel Rives LLPStrettoTools &Solutions

S~CUR~DPARTIES

`I'EACNERS'RETIRENtENTSYSTEM OFAI ABAMA

TI-IE EMPI,OYELS'RLTIRE1bIF_NTSYS"I~ENI OFALABAMA

TAXES

AI~b1m1 Depardneilt ofRevenueAnn Harris Bennett -

I-Iarris CountyArizona CorporationConunissionArizona Deparhnent ofRevenue

~~rizona Department ofRevenueArizona Dept of Liquor

Licenses ControlArizona Secretary o1~Statenrizona Unclaimec{

Property UnitBergen County ClericBorough of Dort LeeF3o~u~o~igh of Paramus

CA Dept of Alcoholic$everage ControlCA State Controller'sOffice

California Department of

City o'f AustinCity of Boca Raton

City Of Boca RatonCity Of GlendaleCity of T~ouston

City of Los AngelesTreasw•er

City of North MiamiD GAGtI

City of Pasadena

City Of Redmond

City of'ScottsdaleCity of YonkersCollin County ClerkCommissioner ofRevenue ServicesCommissioner ofTaxation and FinanceCo~mnissioner ofTaxation and FinanceComptroller of Public

AccountsCool< Cotmty -Amusement "laxCook CountyGovernmentDelaware Division ofCorporationsDelaware Secretary of

StateDelray Beach CRADepartment of AlcoholicBeverage ControlDepartment ofAssessments &TaxationDepartment ofAssessments andTaxationDepartment of FinancialII15t14UtIOt1S

Department of Revenue -State of WADepartment of StateDeE~t of Business &Prof.Regulations

Division of AlcoholicBev &Tobacco

Division of Hoteis andRestaurantsF'mploymentDevelopment Dept

Florida Department of

Financial ServicesFlorida Department ofRevenue

Florida Department of

StateFranchise Tax BoardBanla•uptcy Section

Harris County Clerk

Illinois Department ofRevenue

Tilinois Liquor- ControlCommission

iiiifiOiS iii~Uvi ~v.i~: vi

Co~~~missionTing County 1'relsury

Los Angeles County TaxCollectorMaricopa CountyTi-easw•erMaun, Kenneth L.Miami Dade CountyMiami-Dade TaxCollectorMontgomery CountyNew Jersey llivision of

TaxationNew Yorlc CityDepartment of FinanceNew Yoi•Ic StateDepartment of StateNew Yorl< State FilingFeeNJ Div of AlcoholicBeverage Control

NY State LiquorAtttl~orityNYC Department ofFinanceNYS Corporatiai TaxOffice of Finance, CityOf Los Angeles

Patin Beach County TaxCollector

Secretary of StateSharon R Bock, Clerk &Comptroller

State Board ofEqualization

State Department ofState Of New JerseySCate of Washington Deptof Revenue

"1'ax Collector, T'almBeach County

Tax Collector, Palm

Belch County'Texas Comptroller of

Public AccountsTexas Department of

"Texas State Comptroller

Town of Fairview

Travis County Clerk`Travis County Tax Office

Treasin-er, City ofGlendale

Treasure•, State of New

Jersey~I:~~ab~ Cf F2^lipbh~'nO~C

Village of S. Barrington

Virginia Department ofTaxationWashington StateWaukesha CountyWisconsin Department o~RevenueWisconsin SC`1'FWisconsin State Treasury

UTILITIES

Airespri~igAT~i.`I'AT&'I' NtobilityAthens ServicesAWS Inc-iimazon WebServices, Inc

Centerpoint ~neigyCentral Texas Refuse,Inc.

CenturyLinf<Champion EnergySer~~ices, LLC

CI"I"Cechnology (Avaya)

City of AustinCity of Boca Raton

City of lleh-ay BeachCity of Los AngelesCity of North ivliamiBeach

City of PasadenaCity of Scottsdale

City Waste I,PCorncasiComEdConsolidated EdisonCompany oPNY, lnc.CoSeivDever li~tracoastal lvlallDirect Iinergy F3usinessDIK~CTV

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FC Janes P1rlcFlexentiat South FloridaCorp.

Florida Pu61ic UtilitiesFPLFrontier•Gexa Ene~~gyGrande CommunicationsGreen Mountain energy

I{eter EnvironmentalScivices, Inc.LoopUp LLCLos Angeles Dept of~Jate~ °; ; ~~e~Los Angeles PublicHealthNicor GasOMB Hous[on I,PPepcoPSE&GPuget Sound EnergyQwestKiver Oaks District.LPSeaviceCl}a~mel.com, lnc.SoCalGasSouthern C1liforniaEdisonSouthWaste DisposalSouthwest GasCorporation

Texas Gas Service'Time Warner CableV erizor~VFS Fire &SecurityServices

Village at Purviewti~8S~1~I1bt011 ~7ftS

GVasCe Ivlai~agementb'✓aste Management of/lriroiia~V1ste Management ofl~~ew I'oi•k, LLCWE EnergiesW indstream-P~etecWinters Bros. Hauling ofC`I', LLCWithers WorldwideXO ConununicationsAllied Waste Systems,Inc.

2722/99987-512 CURRENT/909860961 v1 08/06/2019 7 O8 PM


IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT QF DELA«ARE

In re: Chapter 11

iPic-Gold Class Entertainment, LLC, et al.,~ ~ Case No. 19-11739 (LSS)


CERTIFICATE OF SERVICE

I, Peter J. Keane, hereby certify that on the 13th 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:

ivotice of Debtors' Application for Entry of an Order: (I) AuthorizingDebtors to Employ and Retain P3 Solomon as Investment Banker to theDebtors Effective Nunc Pro Tunc to the Petition Date, (II) Approving theTerms of the Engagement Letter, (III) NTodifying Certain Time-KeepingRequirements, and (IV) Granting Related Relief

Debtors' Application for Entry of an Order: (I) Authorizing Debtors toEmploy and Retain PJ Solomon as Investment Banker to the DebtorsEffective Nulzc Pro Tznic to the Petition Date, (II) Approving the Terms of

the Engagement Letter, (III) NTodifying Certain Time-KeepingRequirements, and (IV) Granting Related Relief

/s/Peter J. Kecc~zePeter J. Keane (DE Bar No. 5503)

~ The Debtors in these chapter I 1 cases, along ~viYh tl~e last fow- digits of each Debtor's federal tax identification

number, as applicable, are: iPic Entertai»ment Inc. (9582); iPic-Gold Class E~~tertai~unent, 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' ~rii~cipal place of business is 433 Plaza Real, Suite 335, Boca RaCon, FI.. 33432.

DOGS DF234935.1 39 66/0O2


iPic-Gold Class Entertainment 2002 Service

List FCMCase No. 19-11739 (LSS)

Document No. 224842

08 —Hand Deliveries

57 —First Class Mail

O l —Foreign First Class

([Proposed] Attorneys for Debtors and

Debtors in Possession)

Jeffrey N. Pomerantz, EsquireDebra I. Grassgreen, Esquire

Peter J. Keane, Esquire

919 N. Market Street, 17th Floor

P.O. Box 8705Wilmington, DE 19801

HAND DELIVERYBenjamin Hackman, Esquire

Office of the United States Trustee

J. Caleb Boggs Federal Building, Suite 2207

844 King StreetLockbox 35Wilmington, DE 19801

HAND DELIVERYKathy Jennings, Esquire

Delaware Department of JusticeCarvel State Office Building, 6th Floor

820 N. French Street

Wilmington, DE 19801

HAND DELIVERYZillah A. FramptonBanla-uptcy AdministratorDelaware Division of Revenue

Carvel State Office Building, 8th Floor820 N. French StreetWilmington, DE 19801

HAl~TD DELIVERYDavid C. Weiss, Esquire

c/o Ellen Slights, Esquire

US Attorney's OfficeDistrict of Delaware

Hercules Building, Suite 4001313 N. Market Street

Wilmington, DE 19801

HAND DELIVERY(Counsel to Teacher's' Retirement System of

Alabama ("TRSA") and Employees'Retirement System of Alabama (`BRSA"))Richard A. Robinson, Esquire

J. 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 LLP

919 N. Market Street, ll th FloorWilmington, DE 19801-3034

NAND DELIVERI'(Counsel to Delray Beach 4th &.5th AvenueLLC)Michael R. Lastowski, EsquireDuane Morris LLP

222 Delaware Avenue, Suite 1600Wilmington, DE 19801-1659

HAND DELIVERI'(Counsel to TDC Fort Lee LLC)

Gregory A. Taylor, EsquireAshby &Geddes, P.A.

500 Delaware Avenue, 8th FloorWilmington, DE 19801

DOGS DE:224S42.1 3)~6G/001


FIRST CLASS MAILWilliam Barr, EsquireOffice of the US Attorney GeneralU.S. Department of Justice950 Pennsylvania Avenue, NW, Room 4400Washington, DC 20530-0001

FIRST CUSS N1~ILState of DelawareDivision of Corporations -Franchise TaxJohn G. Townsend Building, Suite 4PO Box 898Dover, DE 19903

FIRST CLASS MAILDelaware Secretary of Treasury820 Silver Lalce Boulevard, Suite 100Dover, DE 19904

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 Calarnari, Regional DirectorNew Yorlc Regional OfficeSecurities &Exchange CommissionBrookfield Place, Suite 400200 Vesey Sti-eetNew Yorlc, NY 10281

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

FIRST CLASS MAILInternal Revenue ServiceCentralized Insolvency OperationPO Box 7346Philadelphia, PA 19101

FIRST CUSS 11~IAIL(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 1~~IAILSimon Property Group, L.P.Attn: Ronald M. Tucker, Esquire225 W. Washington StreetIndianapolis, IN 46204

FIRST CLASS 1b~AIL(Counsel to Teachers' Retirement System ofAlabama ("TRSA") and Employees'Retirement System of Alabama ("ERSA"))Derek F. Meelc, EsquireJeffrey T. Balser, EsquireBun' &Forman LLP420 N. 20th Street, Suite 3400Birmingham, AL 35203

pOCS D1=:_'_4J42.1 3966/001


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 CUSS 11~TE'~IL(Counsel to City of Fairview)Elizabeth Weller, EsquireLinebarger Gogan Blair &Sampson, LLP2777 N. Stemmons Freeway, Suite 1000Dallas, TX 75207

FIRST CLASS 1VTAIL(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 Parlc Avenue, 27th FloorNew York, NY 10178

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

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

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

FIRST CUSS Mt~IL(Counsel to Paramount PicturesCorporation)Richard Stern, EsquireStephan E. Hornung, EsquireLuskin, Stern &Eisler LLPEleven Times SquareNew York, NY 10036

FIRST CLASS lYI~IL(Top 30 Creditors)Yetter 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

rocs i~L:~z4~a2.i ~ys~~~iooi


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

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

FIRST CLr~SS NTAIL(Top 30 Creditors)Sony PicturesRobin KittrellPO Box 840550Dallas, TX 75284-0550

FIRST CLASS n'IAIL(Top 30 Creditors)Sony PicturesRobin Kittrell10202 West Washington BlvdCulver City, CA 90232

FIRST CUSS 1VI~,IL(Top 30 Creditors)TDC Fort Lee LLCc/o Lincoln Eastern Management Corp2030 Hudson StreetUnit 520Fort Lee, NJ 07024

FIRST CLE~SS MAIL(Top 30 Creditors)Ecostruction LLCSaln ModzelewslciJeff Grueninger946 NE 80th StreetMiami, FL 33138

FIRST CLASS MAIL(Top 30 Creditors)Hodges &Associates, PLLCGerald Luecke, President13642 Omega RoadDallas, TX 75244-4514

FIRST CLASS 1~~IAIL(Top 30 Creditors)SDQ Fee, LLCGreg Zimmerman15059 N. Scottsdale RdSuite 205Scottsdale, AZ 85254

FIRST CLASS MAIL(Top 30 Creditors)SDQ Fee, LLCc/o WP Glimcher180 E. Broad Street, 21st FloorColumbus, OH 43215

FIRST CLASS MAIL(Top 30 Creditors)Integrated Media SystemDBA Be Media9729 Lurline AveChatsworth, CA 91311

FIRST CLASS 1~~T~IL(Top 30 Creditors)Crowe LLP320 E Jefferson BlvdSouth Bend, IN 46624

FIRST CUSS MAIL(Top 30 Creditors)Federal Realty Investment TrustLock Box #9320PO Box 8500Philadelphia, PA 19178-9320

4DOGS DE:?24542.1 39566/001


FIRST CLASS MAIL(Top 30 Creditors)Federal Realty Investment Trust1626 E. Jefferson St.Rockville, MD 20852

FIRST CLE~SS MAIL(Top 30 Creditors)ID &Design International, Inc.Casie Idle5100 North Dixie HighwayFort Lauderdale, FL 33334

FIRST CLASS P~IAIL(Top 30 Creditors)Universal Film ExchangesPO BOX: 848270Dallas, TX 75284-8270Carla Ortiz

TIRST CLASS NTAIL(Top 30 Creditors)Bank of America Locicbox Services1950 N Stemmons FwySte 5010, Locicbox# 848270Dallas, TX 75207-3199

RST CLASS MAIL(Top 30 Creditors)Paramount Pictures / DreamworksBeth OzburnPO Box 748774Los Angeles, CA 90074-8774

I'IRST CLASS MAIL(Top 30 Creditors)Paramount Pictures / DreamworlcsBeth Ozburn5515 Melrose Ave,Los Angeles, CA 90038

FIRST CLASS A'IAIL(Top 30 Creditors)Schindler Elevator CorporationU.S. Headquarters20 Whippany RoadMon-istown, NJ 07960

FIRST CLE~SS iVIAIL(Top 30 Creditors)Softeq Development Corporation1155 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)7acicson Lewis PCDavid G. Hodes, Jr.Managing Principal225 Broadway Suite 2000San Diego CA 92101

FIRST CLASS MAIL(Top 30 Creditors)Delray Beach 4th & 5th Avenue LLCc/o Samuels &Associates ManagementLLC136 Brookline AvenueBoston, MA 2215

TIRST CUSS NI~IL(Top 30 Creditors)Driscoll FoodsP. Carson174 Delawanna AveClifton, NJ 07014

noes ~~-_:??asa~.i ~ys~~i~oi


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 1~iAIL(Top 30 Creditors)AVCO Center CorporationBob yari, President10850 Wilshire BlvdSte 1050Los Angeles, CA 90024

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

I'IRST CLASS 1VIAIL(Top 30 Creditors)Lane Valente Industries20 Keyland CourtBohemia, NY 11716

FIRST CLASS MAIL(Top 30 Creditors)1~merica's Escape GameJim Llewllyn, COO8723 International Dr.Orlando, FL 32819

FIRST CLASS NTAIL(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

6DOCS DL:224b42.1 39566/001


Case 19-11739-LSS Doc 94 Filed 08/13/19 Page 1 of 21 - Amazon Web...

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Transcript of Case 19-11739-LSS Doc 94 Filed 08/13/19 Page 1 of 21 - Amazon Web...