Case 19-11739-LSS Doc 433 Filed 10/23/19 Page 1 of 12
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
1 iPic-Gold Class Entertainment LLC,et aL, Case No. 19-11739(LSS)
Debtors. (Jointly Administered)
Objection Deadline: November 6,2019 at 4:00 p.m.(prevailing Eastern time) Hearing Date: November 13,2019 at 10:00 a.m.(prevailing Eastern time)
DEBTORS’ APPLICATION FOR ORDER AUTHORIZING (I) THE RETENTION OF CROWE LLP AS TAX SERVICES PROVIDER TO THE DEBTORS AND DEBTORS IN POSSESSION,NUNC PRO TUNC TO PETITION DATE, AND (ID GRANTING A PARTIAL WAIVER OF LOCAL RULE 2016-2
The above-captioned debtors and debtors in possession (the “Debtors”) file this
application (the “Application”) for entry of an order, substantially in the form attached hereto as
Exhibit A. authorizing the employment and retention of Crowe LLP (“Crowe”) as tax services
provider for the Debtors for the filing of state and federal tax returns and providing other tax
advisory services, effective nunc pro tunc to the Petition Date, in accordance with the terms and
conditions set forth in that certain engagement letter, dated as of March 14, 2019 (the
Engagement Letter”), attached hereto as Exhibit B. and as otherwise set forth below. In
support of this Application, the Debtors submit the Declaration of Cindy B. Kushner (the
Declaration”), attached hereto as Exhibit C. In further support of the Application, the Debtors
respectfully state as follows:
' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold Class Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC (1035). The Debtors’ principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.
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Jurisdiction
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 Amended
Standing Order of Reference from the United States District Courtfor the District ofDelaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C.
§ 157(b)(2), and the Debtors confirm its consent pursuant to Rule 9013-1(f) 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 111 of the
United States Constitution.
2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. The statutory bases for the relief requested herein are sections 327(a) and 328(a)
of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Rule
2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rules
2014-1 and 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware (the “Local Rules”).
Background
4. On August 5, 2019 (the “Petition Date”), the Debtors commenced these cases by
filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors have
continued in the possession of their property and have continued to operate and manage their
2 DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433 Filed 10/23/19 Page 3 of 12
business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
No trustee or examiner has been appointed in the Debtors chapter 11 cases.
5. On August 14, 2019, the Office of the United States Trustee appointed a committee of unsecured creditors and appointed five (5) members thereto (the “Committee”).
6. A more detailed description of the business and operations of the Debtors, and the events leading to the commencement of these chapter 11 cases, is provided in the Declaration of
David M. Baker in Support of First Day Motions [Docket No. 4] (the “First Day Declaration”)
and incorporated herein by reference.
Relief Requested
7. By this Application, pursuant to sections 105(a), 327, 328, and 330 of the
Bankruptcy Code, the Debtors request authority to retain and compensate Crowe as tax services
provider to prepare the Debtors’ state and federal tax returns and provide other tax advisory
services, nunc pro tunc to the Petition Date. The Debtors also request a waiver of Local Rule
2016-2(d) for all work billed by Crowe on a flat fee basis. Each year, the Debtors are obligated
to make various filings with federal and state taxing authorities, including yearly tax returns.
The Debtors seek to employ Crowe, nunc pro tunc to the Petition Date, to assist with the
preparation and filing of their federal and state annual tax returns, including the federal and state
returns more particularly listed on Appendix A to the Engagement Letter.
Crowe’s Qualifications
8. Crowe is the eighth largest accounting firm in the United States, operating 32
offices throughout the country. Crowe is affiliated with Crowe Global, which provides financial
auditing, tax, accounting and other professional services worldwide and operates in more than
400 cities tliroughout the world. Crowe has extensive experience and knowledge in all aspects of
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financial auditing, tax, and accounting and has extensive experience in the bankruptcy and restructuring process. Crowe is well versed in providing tax services to financially troubled entities, including debtors in possession. Accordingly, the Debtors believe that Crowe is well qualified to provide it with the tax services contemplated by the Engagement Letter and this
Application.
9. Crowe has also provided tax advisory services to debtors in numerous large
bankruptcy cases, including: In re Mattress Firm, Inc., Case No. 18-12241 (CSS)(Bankr. D. Del.
Nov. 26, 2018); In re Hobbico, Inc., Case No. 18-10055 (KG)(Bankr. D. Del. Feb. 6, 2018); In re Vitamin World, Inc., Case No. 17-11933 (KJC)(Bankr. D. Del. Nov. 13, 2017); In re Gen.
Wireless Ops., Inc. dba Radioshack, Case No. 17-10506 (BLS)(Bankr. D. Del. Apr. 19, 2017);
In re FirstFed Fin. Corp., Case No. 10-12927 (Bankr. C.D. Cal. July 22, 2010); In re Taylor,
Bean & Whitaker Mortg. Corp., Case No. 09-07047 (JAF)(Bankr. M.D. Fla. May 25, 2010); In
re Circuit City Stores, Inc., Case No. 08-35653 (KRH)(Bankr. E.D. Va. Mar. 11, 2010); and In
re IndyMac Bancorp., Case No. 08-21752 (Bankr. C.D. Cal. Mar. 30, 2009).
10. Crowe has provided the Debtors with tax services prior to the Petition Date. As a
result, Crowe has acquired a significant amount of knowledge of the Debtors and their business.
and has developed familiarity with the Debtors’ financial, tax, and accounting affairs and related
matters. Likewise, in providing those services, Crowe has worked closely with the Debtors’
management and other advisors. Accordingly, Crowe has the experience, expertise, and
specifically relevant knowledge regarding the Debtors that will assist it in providing effective
and efficient services in these Chapter 11 Cases.
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Scope of Services
8. Crowe will perform services for the Debtors in connection with the preparation of federal and state income tax returns and other professional services as follows:^
(a) Preparation of the federal and state returns for the Debtors.
(b) Preparation of any necessary tax return filing extensions.
(c) Advice regarding any quarterly estimated tax payments for tax year 2019.
(d) Response to notices received from the IRS Identity Theft Division related to the 2018 tax year that is needed from the IRS to process the 2018 Form 1065, partnership return filed on behalf of certain debtors (“IRS Identity Theft Notice”).
(e) Provide such other services to the Debtors as may be necessary to complete the state and federal tax returns and remain in tax compliance resulting from the above-captioned bankruptcy case, as to be agreed to by Crowe and the iPic Debtors.
Basis for Relief
9. Section 327(a) of the Bankruptcy Code provides:
[T]he trustee, with the court’s approval, may employ one or more . .. appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the tmstee in carrying out the trustee’s duties under this title.
11 U.S.C. § 327(a).
10. Section 328(a) of the Bankruptcy Code provides that a debtor “with the court’s approval, may employ or authorize the employment of a professional person under section 327... on any reasonable terms and conditions of employment. .. .” 11 U.S.C. § 328(a).
^ The description of the services listed herein is a summary. Certain of the services agreed to be provided by Crowe are set forth in the Engagement Letter attached hereto as Exhibit B.
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11. As recognized by numerous courts, Congress intended section 328(a) to enable
debtors to retain professionals pursuant to specific fee arrangements to be determined at the time
of the court’s approval of the retention, subject to review if the terms are found to be improvident in light of “developments not capable of being anticipated at the time of the fixing of such terms
and conditions.” See Donaldson, Lufkin & Jenrette Sec. Corp. v. Nat 7 Gypsum Co. (In re Nat 7
Gypsum Co.), 123 F.3d 861, 862-63 (5th Cir. 1997)(“If the most competent professionals are to
be available for complicated capital restructuring and the development of successful corporate
reorganization, they must know what they will receive for their expertise and commitmenf’).
Proposed Compensation
12. The Debtors request approval for Crowe to be compensated pursuant to the
Engagement Letter, including on a flat fee basis for preparation of federal and state returns for
the Debtors and on an hourly basis for certain advisory services. Crowe will be paid a flat fee of
$68,061 for finalizing the preparation and filing of the tax returns, plus reimbursement for out-
of-pocket expenses such as photocopying and postage.
13. The Debtors respectfully submit that, inasmuch as Crowe’s compensation
arrangement is a fixed fee, requiring Crowe to file periodic fee applications pursuant to sections
330 and 331 of the Bankruptcy Code and in compliance with Bankruptcy Rule 2016 and Local
Rule 2016-2 is unnecessary. For the bulk of its work in this case, Crowe will be employed by
the Debtors to perform the highly-specialized tasks of preparing and filing tax returns. Crowe
will not be compensated based upon time and effort expended, but instead on a fixed fee basis
for finalizing the tax returns.
14. For certain tax advisory services, including general advisory services regarding
tax compliance in connection with the Debtors’ bankruptcy, the IRS Identity Theft Notice and
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other tax advisory work to be performed by Crowe, Crowe will be compensated on an hourly basis as follows:^:
Partner / Director $550 -$680 Senior Manager $370 -$520 Manager $290 - $335 Senior Staff $155-$205 Staff $80-$185
15. The hourly rates charged by Crowe professionals differ based on the level and area of specialized expertise of the professionals involved. The following table above reflects the range of hourly fees charged by Crowe professionals, broken down by category of professional.
16. Compensating Crowe on an hourly basis for general tax advisory work is consistent with section 328(a) of the Bankruptcy Code. The Debtors believe that Crowe’s hourly rates and terms of engagement are appropriate, fair, and reasonable.
17. For any tax advisory work falling outside the flat fee for filing tax returns, Crowe intends to apply to the Court for the allowance of compensation for services rendered and reimbursement of actual and necessary expenses incurred in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, any additional procedures that have been or may be established by the Court, and the guidelines established by the Office of the United States Trustee regarding submission and approval of fee applications.
Crowe has agreed to accept as eompensation such sums as may be allowed by the Court. Crowe understands that interim and final fee awards are subject to approval by the Court.
18. The Debtors believe that the terms and conditions of Crowe’s employment are reasonable and comparable to terms generally required by tax advisors of a similar stature for
^ Crowe’s hourly rate for various professionals have increased since the date of the Engagement Letter and the current rates for all hourly work provided to the Debtors during the course of this bankruptcy case are set forth herein.
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comparable engagements. Given the numerous issues that Crowe may be required to address,
Crowe’s commitment to the variable level of time and effort necessary to address all such issues
as they arise, and the market prices for Crowe’s services for engagements of this nature, the
Debtors agree that the fee structure and other terms of engagement, which was the product of
arm’s-length negotiations, are reasonable under the standards set forth below.
19. The retention of professionals pursuant to the standard of review in section 328(a)
has been approved in other large cases in this, and other, districts. See, e.g., In re TSIC, Inc., f/k/a Sharper Image Corporation, No. 08-10322 (Bankr. D. Del. July 28, 2008) (KG)
(authorizing retention of real estate consultant pursuant to sections 327(a) and 328(a) of the
Bankruptcy Code and Bankruptcy Rule 2014(a) and granting a waiver of Local Rule 2016-2(d));
In re Buffets Holdings, Inc., et al.. No. 08-10141 (Bankr. D. Del. Feb. 13, 2008)(MFW) (same);
In re Hancock Fabrics, Inc., et al.. No. 07-10353 (Bankr. D. Del. Apr. 5, 2007)(BLS) (same); In
re WorldCom, Inc., et al. No. 02-13533 (Bankr. S.D.N.Y. Nov. 26, 2002)(AJG).
20. The compensation structure set forth herein as contemplated by the Engagement
Letter is practical and avoids the administrative burden on the parties to prepare, and on the
Court and the Office of the United States Trustee to review, additional fee applications for the
flat fee work. Accordingly, the Debtors submit that the fee structures set forth in the
Engagement Letter and herein should be approved under section 328(a) of the Bankruptcy Code.
21. Consistent with Crowe’s ordinary practice and as is customary in the industry.
Crowe does not ordinarily maintain contemporaneous time records in one-tenth hour increments
or otherwise provide or conform to a schedule of hourly rates for its various professionals.
22. Accordingly, if the Court grants the Application, Crowe will maintain records in
summary format as to the services rendered for the Debtors, including descriptions of such
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services, the time expended in providing those services, and the individuals who provided services, and Crowe will maintain records sufficient to support all actual, necessary costs and expenses for which Crowe seeks reimbursement from the Debtors.
23. All such records maintained by Crowe will be presented with Crowe’s interim and final fee applications, when such fee applications are filed with this Court. To the extent that
Crowe would otherwise be required by the Bankruptcy Code, the Bankruptcy Rules, the Local
Rules, any guidelines regarding submission and approval of fee applications, any order entered in these Chapter 11 Cases establishing procedures for interim compensation and reimbursement of expenses of professionals or any other applicable order of the Court to submit more detailed time records, the Debtors respectfully request that this Court waive such requirements; provided. however, that, at the Court’s or the U.S. Trustee’s request, Crowe will present to the Court or the
U.S. Trustee, as applicable, records (in summary format) that contain reasonably detailed descriptions of those services provided to the Debtors.
24. This Court and other bankruptcy courts in this jurisdiction have approved relief similar to the relief requested in this Application. See, e.g.. In re J & MSales, Inc., Case No. 18-
11801 (LSS)(Bankr. D. Del. Sept. 17, 2018)[D.I. 410](granting a limited waiver of Bankruptcy
Rules 2016(a) and 2016-2(d) timekeeping requirements and instead requiring the maintenance of time records in one-half hour increments); In re ATD Corp., Case No. 18-12221 (KJC)(Bankr.
D. Del. Nov. 5, 2018) [D.I. 280] (same, but with allowance of record keeping in hourly increments for restructuring professionals, and waiving requirement for non-restructuring professionals); In re Enduro Resource Partners LLC, Case No. 18-11174 (KG)(Bankr. D. Del.
June 8, 2018) [D.I. 135] (granting a waiver of the information requirements relating to compensation as set forth in Local Rule 2016-2(d)); In re Brookstone Holdings Corp., Case No.
9 DOCS DE:225263.I 39566/002 Case 19-11739-LSS Doc 433 Filed 10/23/19 Page 10 of 12
18-11780 (BLS) (Bankr. D. Del. Aug. 24, 2018) [D.I. 216] (same, but requiring half hour increment timekeeping); In re Case 18-12491-CSS Sancilio Pharmaceuticals Co., Inc., Case No.
18-11333 (CSS)(Bankr. D. Del. June 28, 2018) [D.I.95] (granting a waiver of the information requirements relating to compensation as set forth in Local Rule 2016-2(d)); In re Southeastern
Grocers, LLC, Case No. 18-10700(MFW) (Bankr. D. Del. Apr. 23, 2018)[D.I. 345](same).
Crowe is Disinterested
25. To the best of the Debtors’ knowledge, and based on the Declaration, (i) Crowe
qualifies as a “disinterested person,” as such term is defined in the Bankruptcy Code, and holds
no interest adverse to the Debtors and their estates due to Crowe agreeing to waive its prepetition
claim against the Debtors in the amount of $146,377.00, and (ii) Crowe has no connection to the
Debtors, their significant creditors, any other party in interest, their respective attorneys.
accountants, or other advisors, or the United States Trustee for the District of Delaware or any
person employed in the office thereof, except as may be set forth in the Declaration.
26. Other than as set forth in the Declaration and to the best of the Debtors’
knowledge, information and belief, Crowe does not represent or hold any interest adverse to the
Debtors’ estates or their creditors in the matters upon which they are to be engaged by the
Debtors.
27. The Debtors also have been advised that Crowe has not agreed to share with any
person or firm, other than their own members and employees, the compensation to be paid for
professional services rendered in connection with these cases.
28. The Debtors’ retention of Crowe pursuant to the terms and conditions set forth
herein is necessary and in the best interests of the Debtors, their creditors and their estates.
Based on the foregoing, the Debtors request that the Court enter an order approving Crowe’s
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retention as tax services provider to the Debtors, pursuant to sections 327(a) and 328(a) of the
Bankruptcy Code, nunc pro tunc to the Petition Date, and approving the terms of the
Engagement Letter.
Nunc Pro Tunc Approval
29. As set forth above, the Debtors’ obligations with respect to the filing of federal
and state tax returns are fast approaching. Indeed, because time is of the essence, Crowe, at the
Debtors’ request, has commenced providing services on behalf of the Debtors. Moreover, as
Crowe is compensated for a significant portion of its work on a fixed fee basis, granting the relief
requested nunc pro tunc will not prejudice any parties in interest in these cases. Accordingly, the
Debtors request that the Crowe’s retention be authorized nunc pro tunc to the Petition Date.
Notice
30. Notice of this Application has been given to the following parties or, in lieu
thereof, to their counsel, if known: (a) the Office of the United States Trustee; (b) counsel for
postpetition and prepetition lenders; and (c) proposed counsel to the Committee; and (d) any
party that has requested notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, in
light of the nature of the relief requested, no other or further notice need be given.
No Prior Request
31. No prior Application for the relief requested herein has been made to this or any
other court.
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WHEREFORE,the Debtors respectfully requests that the Court enter an order in the fonn attached hereto as Exhibit A. granting the relief requested herein and such other and further relief as the Court deems appropriate.
Dated; October 23, 2019 iPic-Gold Class Entertainment, EEC, et al.
/s/ William Nolan William Nolan Chief Restructuring Officer Case 19-11739-LSS Doc 433-1 Filed 10/23/19 Page 1 of 3
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
1 iPic-Gold Class Entertainment, LLC,et al. Case No. 19-11739(LSS)
Debtors. (Jointly Administered)
Objection Deadline: November 6,2019 at 4:00 p.m.(ET) Hearing Date: November 13, 2019 at 10:00 a.m.(ET)
NOTICE OF DEBTORS’ APPLICATION FOR ORDER AUTHORIZING (I) THE RETENTION OF CROWE LLP AS TAX SERVICES PROVIDER TO THE DEBTORS AND DEBTORS IN POSSESSION,NUNC PRO TUNC TO PETITION DATE. AND (ID GRANTING A PARTIAL WAIVER OF LOCAL RULE 2016-2
TO: (a) the Office of the United States Trustee;(b) counsel for postpetition and prepetition lenders; and (c) counsel to the Committee; and (d) any party that has requested notice pursuant to Bankruptcy Rule 2002.
PLEASE TAKE NOTICE that on October 23,2019, the above-captioned
debtors and debtors in possession (collectively, the “Debtors”), filed the attached Debtors’
Applicationfor Order Authorizing (I) the Retention ofCrowe LLP as Tax Services Provider to
the Debtors and Debtors in Possession, Nunc Pro Tunc to Petition Date, and (II) Granting a
Partial Waiver ofLocal Rule 2016-2(the “Application”) with the United States Bankruptcy
Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801
(the “Bankruptcy Court”).
PLEASE TAKE FURTHER NOTICE that any response or objection to the
Application must be filed with the Bankruptcy Court on or before November 6,2019 at 4:00
p.m.(Eastern Time).
‘ The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: iPic Entertainment Inc.(9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold Class Holdings LLC(6315); iPic Media LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC (1035). The Debtors’ principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.
DOCS DE:225425.1 39566/002 Case 19-11739-LSS Doc 433-1 Filed 10/23/19 Page 2 of 3
PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon:(i) the Debtors, iPic-Gold Class Entertainment,
LLC,433 Plaza Real, Suite 335, Boca Raton, FL 33432-3945, Attn: Hamid Hashemi and Paul
Safran, Esq.;(ii) counsel for the Debtors, Pachulski Stang Ziehl & Jones LLP,919 N. Market
Street, 17th Floor, Wilmington, DE 19801, Attn: Peter J. Keane, Esq.([email protected]) and Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 13th Floor, Los Angeles,
CA 90067, Attn: Jeffrey N. Pomerantz, Esq.([email protected] om);(iii) counsel to the
Committee, Cole Schotz P.C., 500 Delaware Avenue, Suite 1410, Wilmington, DE 19801, Attn:
G. David Dean, Esq.([email protected]); (iv) counsel for the Debtors’ prepetition and
postpetition secured lenders. Burr & Forman LLP, 420 N. 20th Street, Suite 3400, Birmingham,
AL 35203, Attn: Derek F. Meek, Esq.([email protected]) and Jeffrey T. Baker, Esq.
([email protected]) and Burr & Forman LLP, 1201 N. Market Street, Suite 1407, Wilmington,
DE 19801, Attn: Richard A. Robinson, Esq.([email protected]) and J. Cory Falgowski, Esq.
([email protected]);(v) the Office of the United States Trustee, 844 King Street, Suite 2207,
Lockbox 35, Wilmington, DE 19801, Attn: Benjamin A. Hackman, Esq.
([email protected]); and (vi) any other party that has filed a request for notices
with the Court.
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN
ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF
REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER
THE RELIEF SOUGHT IN THE APPLICATION WILL BE HELD ON NOVEMBER 13, 2019
AT 10:00 A.M.(EASTERN TIME)BEFORE THE HONORABLE LAURIE SELBER
2 DOCS_DE:225425.l 39566/002 Case 19-11739-LSS Doc 433-1 Filed 10/23/19 Page 3 of 3
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: October 23, 2019 PACHULSKI STANG ZIEHL & JONES LLP
/s/Peter J. Keane Jeffrey N. Pomerantz(CA Bar No. 143717) Debra I. Grassgreen(CA Bar No. 169978) Peter J. Keane(DE Bar No. 5503) 919 N. Market Street, 17^'’ Floor P.O. Box 8705 Wilmington, DE 19899 (Courier 19801) Telephone:(302) 652-4100 Facsimile: (302) 652-4400 E-mail: [email protected] [email protected] [email protected]
Attorneysfor Debtors and Debtors in Possession
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Exhibit A
Proposed Order Case 19-11739-LSS Doc 433-2 Filed 10/23/19 Page 2 of 4
IN THE UNITED STATES BANKRUPTCY COURT EOR THE DISTRICT OE DELAWARE
In re: Chapter 11
iPic-Gold Class Entertainment LLC, et al.,^ Case No. 19-11739(LSS)
Debtors. (Jointly Administered)
ORDER AUTHORIZING (I) THE RETENTION OF CROWE LLP AS TAX SERVICES PROVIDER TO THE DEBTORS AND DEBTORS IN POSSESSION,NUNC PRO TUNC TO PETITION DATE, AND HI) GRANTING A PARTIAL WAIVER OF LOCAL RULE 2016-2
Upon the application (the “Application”) of the above-captioned debtors and debtors in
possession (the “Debtors”), for entry of an order (i) pursuant to sections 327(a) and 328(a) of
title 11 of the United States Code (the “Bankruptcy Code”). Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of
Delaware (the “Local Rules”), authorizing the employment and retention of Crowe LLP
(“Crowe”) as tax services provider for the Debtors, nunc pro tunc to the Petition Date^, and (ii)
granting a partial waiver of Local Rule 2016-2(d), all as more fully set forth in the Application;
and upon consideration of the declaration of Cindy B. Kuslmer (the “Declaration”); and the
Court having jurisdiction to consider the Application and the relief requested therein, pursuant to
28 U.S.C. §§ 157 and 1334; and consideration of the Application being a core proceeding
pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C.
' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold Class Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC (1035). The Debtors’ principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.
^ Unless otherwise defined, capitalized terms used herein shall have the meanings given to them in the Application.
1 Case 19-11739-LSS Doc 433-2 Filed 10/23/19 Page 3 of 4
§ 1408 and 1409; and due and proper notice of the Application having been provided; and the
Court being satisfied based on the representations made in the Application that (i) Crowe holds no interest adverse to the Debtors or their estates, (ii) Crowe is disinterested under section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, (iii) the retention of Crowe by the Debtors is necessary and in the best interests of the Debtors, their creditors and estates, and all other parties in interest; and the terms and conditions of the retention as set forth in the Application and the Engagement Letter being fair and reasonable; and the relief requested in the Application being in the best interests of the Debtors and their creditors and estates; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is
HEREBY ORDERED THAT:
1. The Application is GRANTED.
2. Pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, the Debtors are authorized to retain Crowe, nunc pro tunc to the Petition Date, in connection with the preparation and filing of federal and state tax returns as well as providing other tax advisory services as set forth in the Application.
3. For all work Crowe completes on a flat fee basis as set forth in the Application,
Crowe shall be compensated in accordance with the Engagement Letter and as set forth in the
Application.
4. Crowe shall not be required to maintain or submit to the Court records of detailed time entries in connection with professional services rendered in these cases. The requirements of Local Rule 2016-2(d) are waived.
2 Case 19-11739-LSS Doc 433-2 Filed 10/23/19 Page 4 of 4
5. For all work Crowe completes on a flat fee basis as set forth in the Application,
Crowe shall not be required to submit fee applications for the allowance of compensation for services rendered and reimbursement of expenses incurred pursuant to the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and any applicable orders of the Court; provided, however, that Crowe shall file a final fee application.
6. For all work Crowe completes on an hourly basis as set forth in the Application,
Crowe shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with these Chapter 11 Cases in compliance with sections 330
and 331 of the Bankruptcy Code and the applicable provisions of the Bankruptcy Rules, the
Local Rules, and any other applicable procedures and orders of the Court.
7. Crowe shall also make reasonable efforts to comply with the requests for
information and additional disclosures as set forth in the U.S. Trustee Guidelines, both in
connection with the Application and all applications for compensation and reimbursement of
expenses filed by Crowe in these Chapter 11 Cases.
8. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Application.
9. This Court shall retain jurisdiction with respect to all matters arising from or
relating to the interpretation or implementation of this Order.
3 Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 1 of 16
Exhibit B
Engagement Letter
1
DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 2 of 16
4' \ Crowe Crowe LLP Independent M^ber Crowe Giobai 401 East Las Olas Boulevard, Suite 1100 Fort Lauderdale, Florida 33301-4230 Tel +1 954 202 8600 Fax+1 954 202 8639
wnr.v.crowexom
March 14, 2019
Mr. Andre Loehrer, CFO iPic Gold Class Holdings, LLC 433 Plaza Real, Suite 335 Boca Raton, Florida 33432
Dear Mr. Loehren
This letter confirms the arrangements for Crowe LLP ("Crowe" or “us" or “we" or “our") to provide certain tax services to iPic Gold Class Holdings, LLC (“Company" or “Client" or “you" or “your") for the tax year ending December 31, 2018. The attached Crowe Engagement Terms and any attachments thereto are an integral part of this letter and are incorporated herein.
Please read and sign this letter, indicating your acceptance of the terms and conditions of our engagement. Return the signed letter promptly as we cannot deliver your tax return unless this letter is completed and returned.
OUR SERVICES
We will prepare, review, and sign the tax returns included in Appendix A.
We are available to consult with you regarding tax matters or projects related to your tax planning questions, including proposed or completed transactions, income tax estimates, projections and other matters. In addition, we are available to provide you with post filing tax controversy services, including answering inquiries from the government, reviewing assessment adjustments and representing you in the event your tax returns are selected for examination, as further discussed below. The terms of this engagement letter will apply to any such project unless covered under a separate agreement. Please contact us if you would like our assistance with these or any other additional services.
Extensions. Crowe and Client agree that Crowe will prepare any necessary tax return filing extensions for all 2018 returns. Crowe will prepare a request for extension of time to file all applicable return(s). We will automatically file any extensions for which there is no payment due and Client signature is not required. By signing this letter, you have authorized Crowe to file extensions with no tax payments due on your behalf. We will provide you with a copy of any extensions requiring payment for your filing and payment. You agree that you are responsible for timely filing and payment of any such extensions.
Estimated Tax Preparation, We will advise you regarding quarterly estimated tax payments for the taxing jurisdictions identified herein, and other jurisdictions as you request, for the year ending December 31, 2019. Our services may include preparing quarterly estimated tax payment computations based on information you provide, preparing payment vouchers, and advising you of the amounts and due dates of the payments. Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 3 of 16
iPic-Gold Class Holdings, LLC 2 March 14, 2019
CROWE'S RESPONSIBILITIES
Our work in connection with this project does not include any procedures designed to discover errors, fraud, illegal acts, or other irregularities, should any exist. Therefore, our engagement cannot be relied upon to disclose such matters. These matters are solely management’s responsibility, should any exist, and should be discussed by Client with Client's legal counsel.
We will not assume responsibility for the preparation of any work product or services not specifically identified in this engagement letter. If there are additional services you would like us to provide, please contact us so that we can revise the scope of our services.
Judgment is often required in resolving questions and applying tax authorities where the tax law may not be clear, or where there may be conflicts between competing authorities' interpretations of the law and other supportable positions. Taxing authorities may assert other positions through examination or other inquiry, and the ultimate outcome of such matters can be unpredictable.
Unless otherwise noted, we will perform our services in accordance with the Statements on Standards for Tax Services (“SSTS") issued by the American Institute of Certified Public Accountants (“AICPA”) and U.S. Treasury Department Circular 230 (“Circular 230”).
During the course of providing our services, we may bring to your attention potential tax savings strategies for you to consider. However we have no responsibility to do so, and will take no further action without your approval with respect to such suggestions, as the responsibility for implementation remains with you, the taxpayer.
Tax Examinations. Your returns may be selected for review by the taxing authorities. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of such government tax examination, we are available upon request to assist you in responding to taxing authorities and to provide expert knowledge and information. If we were to perform such services for you, we would render additional invoices for the time and expenses incurred.
YOUR RESPONSIBILITIES
It is understood that you will provide us with the basic information required for preparation of these returns and, if applicable, estimated tax payments and other agreed upon services. The tax laws provide that the obligation of a preparer is based only on information of which the preparer has knowledge. The completeness and accuracy of the information you provide to us remains the responsibility of your management. As part of this engagement, we will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. By signing below, you are warranting the accuracy and completeness of such information.
Management is responsible for the proper recording of transactions in the books of accounts, for the safeguarding of assets, and for the substantial accuracy of the financial records.
You have the final responsibility for the tax return(s), estimated tax payments if applicable, and positions therein; therefore, you should review them carefully before you sign and file them.
In connection with performing this service, you agree to: assume all management responsibilities including making all management decisions; oversee the service by designating an individual, preferably within senior management, who possesses suitable skill, knowledge, and/or experience; evaluate the adequacy and results of the services performed; accept responsibility for the accuracy and completeness of all information provided by you to us; accept responsibility for the timely submission to Crowe of all information necessary to perform our work and accept responsibility for the results of, and how you use the results of, our services; and establish and maintain internal controls, including monitoring of ongoing activities. Because of the importance of management's representations, you agree to release Crowe and its personnel from any liability and costs relating to our services under this letter attributable to any misrepresentations by management. Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 4 of 16
iPic-Goid Class Holdings, LLC 3 March 14. 2019
We understand that you will prepare, or have others prepare, all other tax returns not identified w/ithin this engagement letter or requested of us, such as payroll, property, sales, and information returns. We will be available to assist you with these and other tax matters as may be agreed upon. Any additional tax services we may perform will be covered by the terms of this engagement letter, unless a separate engagement letter is prepared.
By way of your signature below, you hereby acknowledge that you agree to comply with each of the outlined reporting requirements. You also agree to provide information requested to meet the filing requirements for your tax returns.
Documentation. Although Crowe maintains certain client records for an appropriate period of time in accordance with statutory and professional standards, you are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Our copies of your records and documents are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations.
You should retain all documents that provide evidence and support for reported income, credits, and deductions on your returns, as required under applicable tax laws and regulations. You are responsible for the adequacy of all information provided in such documents. You represent that you have such documentation and can produce it if necessary, to respond to any audit or inquiry by tax authorities. You agree to hold our firm harmless with respect to any additional tax, penalties, interest, professional fees, and other damages resulting from the disallowance of tax deductions due to inadequate documentation.
Personal Expenses. You are responsible for ensuring that personal expenses, if any, are segregated from business expenses and that expenses such as meals, travel, entertainment, vehicle use, gifts, and related expenses are supported by necessary records required by the IRS and other tax authorities. At your written request, we are available to provide you with written answers to your questions on the types of supporting records required.
Interest and Penalties. Tax returns and estimated payments which are not timely filed may be subject to interest and penalties. You are responsible for the timely filing of returns, the timely submission to Crowe of signed e-file authorizations, and the timely payment of tax liabilities. We assume no liability for any such additional interest or penalties. If you have any questions regarding specific filing deadlines, please do not hesitate to contact us.
Secure Portal. Crowe may create a secure portal specific to this project using Crowe’s Tax Connect (CTC)on-line platform and, if so, we will provide access to the project portal for you and your team of associates. Many, but not necessarily all, of the requests for information required to perform our services would be issued to you through this project portal. You agree to reply to such requests through CTC,
Listed and Reportable Transactions. The Internal Revenue Service requires individuals and other entities to file certain disclosure statements regarding tax strategies/transactions that the IRS identifies under Treasury Regulation § 1.6011 -4 as a listed transaction, a transaction that is substantially similar to a listed transaction, a transaction of interest, or a reportable transaction. Failure to properly disclose any of these transactions may result in severe penalties under the Internal Revenue Code. It is your responsibility to provide complete and accurate information regarding your participation in the transactions identified in Treasury Regulation § 1.6011-4. We will not be liable for any penalties, interest, tax, or other damages resulting from your failure to accurately and timely inform us of your participation in a listed transaction, a transaction that is substantially similar to a listed transaction, a transaction of interest, or a reportable transaction. We are also not liable for any penalties or interest resulting from your failure to timely file any tax return or other required filing related to your participation in a listed transaction, a transaction that is substantially similar to a listed transaction, a transaction of interest, or a reportable transaction. Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 5 of 16
iPic-Gold Class Holdings, LLC 4 March 14, 2019
A comprehensive list of listed transactions, transactions of interest, and reportable transactions can be found at the following websites;
https://vww.irs.gov/Businesses/Corporations/Listed-Transactions https://vww.irs.gov/businesses/corporations/transaetions-of-interest https;//wvw.irs.gov/Businesses/Disc!osure-of-Loss-Reportable-Transactions
If you have any questions regarding a specific listed transaction, a transaction that is substantially similar to a listed transaction, a transaction of interest, or another reportable transaction, or if you would like to receive a copy of guidance published by the IRS, please contact us.
Foreign financial accounts. If you have a financial interest in, either directly or indirectly through an entity you control, or have signature authority over a foreign financial account, including a bank account, brokerage account, mutual fund, unit trust, or other type of financial account, you may be required to prepare and file Form FinCEN 114(FBAR) if the aggregate of the annual highest value of all foreign financial accounts exceeds $10,000 at any time during the calendar year.
If you or related entities have any significant foreign accounts, assets or the authority to sign on foreign arrangements for which you desire our assistance in filing, please bring these matters to our immediate attention to ensure timely filing of these reports. Account holders who do not comply with these reporting requirements may be subject to significant civil penalties, criminal penalties, or both. We will not be liable for any penalties, interest, tax, or other damages resulting from your failure to inform us of any foreign financial accounts described herein.
Cryptocurrency. Transactions involving cryptocurrency coins and tokens are subject to taxation. You are responsible to inform us of any investments in or acceptance as payment of cryptocurrency coins or tokens. If you do not inform us of your transactions involving cryptocurrency coins and tokens, your taxable income may be calculated incorrectly, resulting in the potential assessment of interest and penalties. We are not responsible for any interest, penalties, tax, or other damages related to your failure to inform us of your transactions involving cryptocurrency coins or tokens.
Given the new and emerging landscape of Blockchain technology enabled business models, existing tax law and regulation will often be inadequate to provide guidance on situations encountered. As such, we will recommend tax treatment and strategies for any Blockchain technology related transactions that, in our judgement, represent the most tax efficient and compliant direction based on what is known at the time of our advice. However, our recommendations will often be based on analogies and assumptions that may prove to be different from the views or subsequent guidance issued by governments, regulatory bodies and taxing authorities. It is possible that you will take positions that later need to be restructured, or that lead to additional tax and/or penalties based on changes or clarifications in the law. These risks are a consequence of doing business in an area where the rules are not tested.
ELECTRONIC TAX RETURN FILING AND PAYMENT
In most circumstances, we will file your federal tax return, extension forms, and potentially one or more of your state tax returns electronically. It is your responsibility to timely return signed e-file authorization form(s) to us in the manner we request. Failure to follow our instructions for signing and returning the e- file authorization form(s) included with your tax filings to Crowe may result in our inability to timely file the relevant tax form. You are responsible for any penalties and interest associated with forms filed late due to such failure.
Crowe will provide a copy of your tax return for your review along with appropriate e-file authorization forms, Electronic filing of your return will not affect your responsibility to review the return before it is submitted, if you have questions or concerns about the electronic filing process, or the information needed to effectuate that process, please contact us. Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 6 of 16
iPic-Gold Class Holdings, LLC 5 March 14, 2019
You may request that any refund and/or payment be transmitted electronically. Crowe will not initiate any electronic refund or payment transaction without your written authorization in a form acceptable to each relevant taxing authority. Any authorization to initiate an electronic payment or refund on your behalf does not provide Crowe with any rights to your assets.
OTHER INFORMATION
The law provides various penalties that may be imposed when taxpayers understate their tax liability. If you would like information on the amount or circumstances of these penalties, please contact us.
Although some professionals assigned to the engagement may have a Juris Doctor degree or an L.L.M. degree, Crowe and its personnel do not practice law and have not been engaged to provide any legal advice. You acknowledge and agree that neither Crowe nor any of our personnel will be asked or engaged to provide any legal advice in providing any services to you.
Federal law generally prohibits us from disclosing your tax return information to third parties or from using your tax return information for non-return matters without your consent. The law provides certain exceptions including, but not limited to disclosures and uses in the normal course of rendering our services, whereby we may disclose or use your tax return information without obtaining separate consent. Crowe does utilize third-party service providers (including without limitation GoSystem Tax RS, CCH Axcess, etc.) when performing certain tax services.
For this engagement, our tax services are intended for the benefit and use of Client only. The tax services will not be planned or conducted in contemplation of reliance by any other party or with respect to any specific transaction and are not intended to benefit or influence any other party, either to obtain credit or for any other purpose. Therefore, items of possible interest to a third party may not be specifically addressed or matters may exist that could be assessed differently by a third party. The working papers for this engagement are the property of Crowe and constitute confidential information.
FEES
We will bill you for our services an amount to include charges for professional time and other general expenses. The fees for the work product and services outlined in this letter will not exceed the lesser of time incurred or $56,750 - $59,350 for the tax returns only; consulting fees may be additional based on the paragraphs below. If additional state returns not listed in Appendix A are requested, an additional fee of $1.365 per return will be charged for each return prepared. We may issue an invoice for up to 50% of these fees upon execution of this letter and the remainder to be billed based on the schedule below. Additionally, we may invoice you for actual out-of-pocket expenses (e.g. expedited delivery services, travel, technology charges, costs of processing your returns, etc.). Technology charges reflect our estimate of the costs for technology and related support on this engagement. Invoices for our services will be issued on an interim basis and payment is due within 30 days. If any amounts invoiced remain unpaid 30 days after the invoice date, you agree that Crowe may, in its sole discretion, cease work until all such amounts are paid or terminate this engagement. Please discuss any concerns over billing matters with us before we provide our services.
February 2019 $45,000 May 2019 TBD
Please note that due to the February 1.2018 IPO and re-organization of iPic Gold Class Entertainment. LLC as a disregarded entity, iPic Gold Class Holdings LLC is the new partnership filing entity. Therefore, we will file final returns for iPic Gold Class Entertainment, LLC for all taxing jurisdictions, as well as initial returns in the same filing jurisdictions for the new entity iPic Gold Class Holdings, LLC. The associated fees for the final iPic Gold Glass Entertainment, LLC Federal and State “NONE” returns for the year ended December 31,2018 will be billed for time incurred not exceed $15,000. However, if it is determined that these returns will be more complex, we will advise you of any additional fees associated with the preparation of the final iPic Gold Class entertainment, LLC returns at that time. Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 7 of 16
iPic-Gold Class Holdings, LLC 6 March 14. 2019
Any additional fees incurred for compliance related issues regarding the specific cutoff method for admittance of iPic Entertainment, Inc. and other ownership changes or equity shifts throughout the year will be billed for based on hours incurred by hourly rates. We will do our best to estimate and alert you of any additional time incurred as we progress through the returns. Below are our current rates by level.
Partner / Director $520 - $640 Senior Manager $350 - $490 Manager $270 - $340 Senior Staff $150- $200 Staff $ 80-$175
These fees do not consider the additional effort needed to comply with The Tax Cuts and Jobs Act of 2017 (“TCJA"), If it is determined additional work is needed to comply with TCJA we will apprise you of the changes and arrange for appropriate fees before we invest significant professional time.
As the audit will be completed after our tax return preparation begins, any changes to our taxable income calculation, any significant change to the fact pattern, or any updates to the tax return workpapers will be billed based on time and expense incurred at standard rates.
The fees outlined above are based on certain assumptions. Those assumptions may be incorrect due to incomplete or inaccurate information provided, or circumstances may arise under which we must perform additional work, which in either case will require additional billings for our services. Examples of such circumstances include, but are not limited to:
Changing tax return requirements New professional standards or regulatory requirements Erroneous or incomplete records New or unusual transactions Changes in your organizational structure or size due to merger and acquisition activity or other events Agreed-upon level of preparation and assistance not provided Numerous revisions to your information Lack of availability of appropriate personnel during fieldwork
Additionally, accommodating requests to reschedule without reasonable notice may result in additional billings for our services, changes to our assigned staffing and changes to established deadlines.
Due to such potential changes in circumstance, we reserve the right to revise our fees. However, if such a change in circumstances arises or if some other significant change occurs that causes our fees to exceed our estimate, we will advise management. Further, these fees do not consider any time that might be necessary to assist you in the implementation or adoption of new or existing tax requirements that may apply.
Our estimate of fees for the tax return preparation includes limited research with respect to proper tax return disclosure and presentation. Additionally, we typically encounter minor technical research that is done in connection with the preparation of most tax returns. However, the above fee estimate does not include significant tax research with respect to non-recurring items and other matters of tax significance that may arise in the course of preparation. As items of this nature arise, we will apprise you of the nature of the matter and arrange for appropriate fees before we invest significant professional time.
In the event this engagement is terminated before the delivery of all requested work product or services, you will be liable for all fees accrued and any expenses incurred through the date of termination. Fees will be based upon time incurred through the date of termination at the rates set forth in this engagement letter. If rates are not reflected in the engagement letter or the project has been predicated upon a flat fee basis, such fees will be calculated at Crowe's then standard rates. You agree that we will not be responsible for your failure to meet government and other deadlines, for any penalties or interest that may Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 8 of 16
iPic-Gold Class Holdings, LLC 7 March 14, 2019 be assessed against you resulting from your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of our services.
Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs, imposed in respect of the Services, any work product or any license, all of which Client agrees to pay if applicable or if they become applicable (other than taxes imposed on Crowe’s income generally), without deduction from any fees or expenses invoiced to Client by Crowe.
ADDITIONAL TAX SERVICES
We welcome the opportunity to consult with your management frequently on matters of tax law and tax compliance that are permitted under applicable independence rules. In order to efficiently assist management as such issues arise, we have compiled a list of services that we can provide. By signing this letter, you agree that management may engage Crowe to perform the services listed below if and when management determines that such services are needed. The fees for such additional services will be based on our hourly billing rates plus expenses or as otherwise mutually agreed upon between us. This section does not address services that would impair independence such as valuation services or services related to your accounting records or financial statements.
Assistance with tax examinations and tax authority notices, including tax research, responses to tax authority requests, correspondence with tax authorities, and additional or amended returns required as a result of the examinations or notices. Preparation, review, research or consultation related to additional tax returns and tax forms not enumerated elsewhere in this letter that are subsequently determined to be needed for the tax periods covered by this letter. Amended tax returns and returns to carry back losses or credits. Research and consultation regarding the tax consequences and related tax compliance requirements to the Company of new or proposed tax legislation, tax authority guidance, tax authority actions, or regulatory authority guidance or actions. Research and consultation regarding the tax consequences and related tax compliance requirements regarding compensation to employees or directors. Research and consultation regarding your payment or reporting obligations for tax information reporting, payroll taxes, sales and use taxes, property taxes, and excise taxes. Research and consultation to assist management in their understanding of relevant tax law and tax compliance implications of the Company’s contemplated mergers, acquisitions, or capital raising activities.
You may periodically ask us to provide other tax related services that would not impair our independence under applicable independence rules. The Audit Committee or its designee will pre approve such services in accordance with your pre-approval policy and such services will be described in a separate engagement letter.
ACCOUNTANT/CLIENT PRIVILEGE
You should be aware that, in limited situations, information discussed with members of Crowe who are federally authorized tax practitioners or their agents for the purpose of obtaining our advice on tax matters may be privileged from disclosure in any non-criminal tax matters before the Internal Revenue Service and in non-criminal proceedings in Federal court that stem from matters before the Internal Revenue Service, if the United States is a party to the proceedings. Because you are solely responsible for managing the recognition, establishment and maintenance of the confidentiality privilege, you must notify us if you wish to invoke the confidentiality privilege and we will cooperate with your reasonable and proper instructions relating to the confidentiality privilege. Circumstances may arise under which you may wish to divulge or have Crowe divulge privileged information to other parties. You should be aware that such disclosure can result in a waiver of the privilege. Accordingly, if you wish us to divulge such information, we will require you to provide us in advance with written authority to do so. In addition, if it is ultimately determined that a significant purpose of the tax matter was to avoid or evade any U.S. federal Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 9 of 16
iPic-Gold Class Holdings, LLG 8 March 14. 2019 income tax, you should be aware that the privilege under Section 7525 of the Internal Revenue Code will not apply to any communications between you and Crowe.
In the event that we receive a request from a third-party, including the IRS,(including, but not limited to, a subpoena, summons or discovery demand or request) calling for the production of privileged information, we will notify you and will follow your reasonable instructions regarding any third-party requests for such material before we disclose same as may be required under applicable laws or rules. You agree to hold us harmless from and be responsible for our fees associated with compliance in conjunction with any expenses (including attorney fees, court costs, costs incurred by outside advisors and any other cost imposed whether by way of penalty or otherwise) incurred by us as a result of your assertion of the privilege or your direction to Crowe to assert the privilege on your behalf or in the event that Crowe will determine that it is required by applicable law or rules to assert the privilege without having received direction from you.
MISCELLANEOUS
For purposes of this Miscellaneous section, the Acceptance section below, and all of the Crowe Engagement Terms, “Client" will mean the entity(ies) defined in the first paragraph of this letter and will also include all related parents, subsidiaries, and affiliates of Client who may receive or claim reliance upon any Crowe deliverable.
Crowe will provide the services to Client under this Agreement as an independent contractor and not as Client’s partner, agent, employee, or joint venturer under this Agreement, Neither Crowe nor Client will have any right, power or authority to bind the other party.
This engagement letter agreement (the “Agreement”) reflects the entire agreement between the parties relating to the services (or any reports, deliverables or other work product) covered by this Agreement. The engagement letter and any attachments (including without limitation the attached Crowe Engagement Terms) are to be construed as a single document, with the provisions of each section applicable throughout. This Agreement may not be amended or varied except by a written document signed by each party. It replaces and supersedes any other proposals, correspondence, agreements and understandings, whether written or oral, relating to the services covered by this letter, and each party agrees that in entering this Agreement, it has not relied on any oral or written representations, statements or other information not contained in or incorporated into this Agreement. Any non-disclosure or other confidentiality agreement is replaced and superseded by this Agreement. Each party shall remain obligated to the other party under all provisions of this Agreement that expressly or by their nature extend beyond and survive the expiration or termination of this Agreement, If any provision (in whole or in part) of this Agreement is found unenforceable or invalid, this will not affect the remainder of the provision or any other provisions in this Agreement, all of which will continue in effect as if the stricken portion had not been included. This Agreement may be executed in two or more actual, scanned, emailed, or electronically copied counterparts, each and all of which together are one and the same instrument. Accurate transmitted copies (transmitted copies are reproduced documents that are sent via mail, delivery, scanning, email, photocopy, facsimile or other process) of the executed Agreement or signature pages only (whether handwritten or electronic signature), will be considered and accepted by each party as documents equivalent to original documents and will be deemed valid, binding and enforceable by and against all parties. This Agreement must be construed, governed, and interpreted under the laws of the State of Illinois, without regard for choice of law principles.
We are pleased to have this opportunity to serve you, and we look forward to a continuing relationship. If the terms of this letter and the attached Crowe Engagement Terms are acceptable to you, please sign below and return one copy of this letter at your earliest convenience. Please contact us with any questions or concerns.
(Signature Page follows) Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 10 of 16
iPic-Gold Class Holdings, LLC 9 March 14, 2019
ACCEPTANCE
I have reviewed the arrangements outlined above and in the attached ‘Crowe Engagemerrt Terms,’ and 1 accept on behalf of the Client the terms and conditions as stated. By signing below, I represent and warrant that I am authorized by Client to accept the terms and conditions as stated.
IN WITNESS WHEREOF, iPic-Gold Class Entertainment, LLC and Crowe have duly executed this engagement tetter effective the date first written above.
iPtc-Gold V, rnent, LLC Crowe LLP
Signature . Signafure
Cindy Kushner Printed Name Printed Name
Partner
Tffle Title
1, March 14, 2019 Dati Date
THE AUDIT COMMITTEE OR THOSE CHARGED WITH GOVERNANCE APPROVAL:
The Audit Committee or those charged with governance have reviewed the services and Crowe Engagement Terms described in this letter and evaluated the services pursuant to the iPic-Gold Class Entertainment, LLC policies. After considering all relevant factors, the Audit Committee or those charged with governance hereby approve hiring Crowe to provide the services described above.
Authorized representative of the Audit Committee or those charged with governance:
SlQriSfure t7
Printed Name
Title 7 / / 9 Date Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 11 of 16
iPic-Gold Class Holdings, LLC 10 March 14. 2019
Crowe Engagement Terms
Crowe wants Client to understand the terms under which Crowe provides its services to Client and the basis under which Crowe determines its fees. These terms are part of the Agreement and apply to all services described in the Agreement as well as all other services provided to Client (collectively, the “Services"), unless and until a separate written agreement is executed by the parties for separate services. Any advice provided by Crowe is not intended to be, and is not, investment advice.
CLIENT’S ASSISTANCE - For Crowe to provide Services effectively and efficiently, Client agrees to provide Crowe timely with information requested and to make available to Crowe any personnel, systems, premises, records, or other information as reasonably requested by Crowe to perform the Services. Access to such personnel and information are key elements for Crowe’s successful completion of Services and determination of fees. If for any reason this does not occur, a revised fee to reflect additional time or resources required by Crowe will be mutually agreed. Client agrees Crowe will have no responsibility for any delays related to a delay in providing such information to Crowe. Such information will be accurate and complete, and Client will inform Crowe of all significant tax, accounting and financial reporting matters of which Client is aware.
PROFESSIONAL STANDARDS- As a regulated professional services firm, Crowe must follow professional standards when applicable, including the Code of Professional Conduct of the American Institute of Certified Public Accountants (“AICPA") and, to the extent applicable, the Public Company Accounting Oversight Board (PCAOB). Thus, if circumstances arise that, in Crowe’s professional judgment, prevent it from completing the engagement, Crowe retains the right to take any course of action permitted by professional standards, including declining to express an opinion or issue other work product or terminating the engagement.
REPORTS - Any information, advice, recommendations or other content of any memoranda, reports, deliverables, work product, presentations, or other communications Crowe provides under this Agreement (“Reports"), other than Client’s original information, are for Client’s internal use only, consistent with the purpose of the Services. Client will not rely on any draft Report. Unless required by an audit or other attestation professional standard, Crowe will not be required to update any final Report for circumstances of which we become aware or events occurring after delivery.
CONFIDENTIALITY - Except as otherwise permitted by this Agreement or as agreed in writing, neither Crowe nor Client may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Client use of any Crowe work product will be limited to its stated purpose and to Client business use only. However, Client and Crowe each agree that either party may disclose such information to the extent that it; (i) is or becomes public other than through a breach of this Agreement, (ii) is subsequently received by the recipient from a third party who, to the recipient's knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information, (iii) was known to the recipient at the time of disclosure or is thereafter created independently, (iv) is disclosed as necessary to enforce the recipient's rights under this Agreement, or (v) must be disclosed under applicable law, regulations, legal process or professional standards.
THIRD PARTY PROVIDER - Crowe may use a third-party provider in providing Services to Client, which may require Crowe to share Client confidential information with the provider. If Crowe uses a third-party provider, Crowe will enter into a confidentiality agreement with the provider to require the provider to protect the confidentiality of Client's confidential information, and Crowe will be responsible to Client for maintaining its confidentiality. The limitations on Client’s remedies, vis-d-vis Crowe, in this Agreement will also apply to any subcontractors.
CLIENT-REQUIRED CLOUD USAGE - If Client requests that Crowe access files, documents or other information in a cloud-based or web-accessed hosting service or other third-party system accessed via the internet, including, without limitation iCIoud, Dropbox, Google Docs, Google Drive, a data room hosted by a third-party, or a similar service or website (collectively. “Cloud Storage”), Client will confirm with any third- parties assisting with or hosting the Cloud Storage that either such third-party or Client (and not Crowe) is responsible for complying with all applicable laws relating to the Cloud Storage and any information contained in the Cloud Storage, providing Crowe access to the information in the Cloud Storage, and protecting the information in the Cloud Storage from any unauthorized access, including without limitation unauthorized access to the information when in transit to or from the Cloud Storage, Client represents that it has authority to provide Crowe access to information in the Cloud Storage and that providing Crowe with such access complies with all applicable laws, regulations, and duties owed to third-parties. Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 12 of 16
iPic-Gold Class Holdings, LLC 11 March 14,2019
DATA PROTECTION - If Crowe holds or uses Client information that can be linked to specific individuals who are Client's customers ("Personal Data"), Crowe will treat it as confidential as described above and comply with applicable US state and federal law and professional regulations (including, for financial institution clients, the objectives of the Interagency Guidelines Establishing Information Security Standards) in disclosing or using such information to carry out the Services. Crowe has implemented and will maintain physical, electronic and procedural safeguards reasonably designed to (i) protect the security, confidentiality and integrity of the Personal Data, (ii) prevent unauthorized access to or use of the Personal Data, and (iii) provide proper disposal of the Personal Data (collectively, the “Safeguards”). Client warrants (i) that it has the authority to provide the Personal Data to Crowe in connection with the Services, (ii) that Client has processed and provided the Personal Data to Crowe in accordance with applicable taw, and (iii) will limit the Personal Data provided to Crowe to Personal Data necessary to perform the Services. To provide the Services, Client may also need to provide Crowe with access to Personal Data consisting of protected health information, financial account numbers, Social Security or other government-issued identification numbers, or other data that, if disclosed without authorization, would trigger notification requirements under applicable law ("Restricted Personal Data"), In the event Client provides Crowe access to Restricted Personal Data, Client will consult with Crowe on appropriate measures (consistent with legal requirements and professional standards applicable to Crowe) to protect the Restricted Personal Data, such as: deleting or masking unnecessary information before making it available to Crowe, using encryption when transferring it to Crowe, or providing it to Crowe only during on-site review on Client's site. Client will provide Crowe with Restricted Personal Data only in accordance with mutually agreed protective measures. Otherwise, Client and Crowe agree each may use unencrypted electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement.
GENERAL DATA PROTECTION REGULATION COMPLIANCE - If and to the extent that Client provides personal data to Crowe subject to the European Union General Data Protection Regulation (‘'GDPR"). then in addition to the requirements of the above Data Protection section, this section will apply to such personal data C'EU Personal Data”). The parties agree that for purposes of processing the EU Personal Data,(a) Client will be the “Data Controller" as defined by the GDPR, meaning the organization that determines the purposes and means of processing the EU Personal Data;(b) Crowe will be the "Data Processor” as, defined by GDPR, meaning the organization that processes the EU Personal Data on behalf of and under the instructions of the Data Controller; or (c) the parties will be classified as otherwise designated by a supervisory authority with jurisdiction. Client and Crowe each agree to comply with the GDPR requirements applicable to its respective role. Crowe has implemented and will maintain technical and organizational security safeguards reasonably designed to protect the security, confidentiality and integrity of the EU Personal Data. Client represents it has secured all required rights and authority, including consents and notices, to provide such EU Personal Data to Crowe, including without limitation authority to transfer such EU Personal Data to the U.S. or other applicable Country or otherwise make the EU Personal Data available to Crowe, for the duration of and purpose of Crowe providing the Services. The types of EU Personal Data to be processed include name, contact information, title, and other EU Personal Data that is transferred to Crowe in connection with the Services. The EU Personal Data relates to the data subject categories of individuals connected to Client, Client customers, Client vendors, and Client affiliates or subsidiaries (“Data Subjects”). Crowe will process the EU Personal Data for the following purpose: (x) to provide the Services in accordance with this Agreement,(y) to comply with other documented reasonable instructions provided by Client, and (z) to comply with applicable law. in the event of a Crowe breach incident in connection with EU Personal Data in the custody or control of Crowe, Crowe will promptly notify Client upon knowledge that a breach incident has occurred. Client has instructed Crowe not to contact any Data Subjects directly, unless required by applicable lav/. In the event that a supervisory authority with jurisdiction makes the determination that Crowe is a data controller, Client will reasonably cooperate with Crowe to enable Crowe to comply with its obligations under GDPR. Crowe v/ill reasonably cooperate with Client in responding to or addressing any request from a data subject, a supervisory authority v/ith jurisdiction, or the Client, to the extent necessary to enable Client to comply with its obligations under GDPR as the Data Controller. Client will promptly reimburse Crowe for any out-of-pocket expenses and professional time at Crowe’s then-current hourly rates. Client will provide prompt written notice to Crowe (with sufficient detailed instructions) of any data subject request or other act that is required to be performed by Crowe as the Data Processor on behalf of Client as the Data Controller. Crowe shall promptly delete or procure the deletion of any EU Personal Data after the cessation of any Services involving the processing of Client’s EU Personal Data. Notwithstanding the forgoing, Crowe may retain a copy of the EU Personal Data as permitted by applicable law or professional standards, provided that such EU Personal Data remain subject to the terms of this Agreement, Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 13 of 16
iPic-Goid Class Holdings, LLC 12 March 14, 2019
INTELLECTUAL PROPERTY - Crowe may use ideas, concepts, methodologies, data, software, designs, utilities, tools, models, techniques, systems, Reports, or other know-how that it develops, ov/ns or licenses ("Materials") in performing the Services. Crowe retains all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in providing the Services, but not in the Client information reflected in them. Upon payment for Services and subject to the other terms of this Agreement, Client will use Reports, as well as any Materials therein, only to the extent necessary and permitted under this Agreement.
LEGAL AND REGULATORY CHANGE - Crowe may periodically communicate to Client changes in laws, rules or regulations. However, Client has not engaged Crowe, and Crowe does not undertake an obligation, to advise Client of changes in (a) laws, rules, regulations, industry or market conditions, or (b) Client’s own business practices or other circumstances (except to the extent required by professional standards). The scope of Services and the fees for Services are based on current laws and regulations. If changes in laws or regulations change Client's requirements or the scope of the Services, Crowe’s fees will be modified to a mutually agreed amount to reflect the changed level of Crowe's effort.
PUBLICATION - Client agrees to obtain Crowe’s specific permission before using any Report or Crowe work product or Crowe's firm name in a published document, and Client agrees to submit to Crowe copies of such documents to obtain Crowe’s permission before they are filed or published.
CLIENT REFERENCE - From time to time Crowe is requested by prospective clients to provide references for Crowe service offerings. Client agrees that Crowe may use Client’s name and generally describe the nature of Crowe's engagement(s) with Client in marketing to prospects, and Crowe may also provide prospects with contact information for Client personnel familiar with Crowe’s Services.
NO PUNITIVE OR CONSEQUENTIAL DAMAGES - Any liability of Crowe will not include any consequential, special, incidental, indirect, punitive, or exemplary damages or loss, nor any lost profits, goodwill, savings, or business opportunity, even if Crowe had reason to know of the possibility of such damages.
LIMIT OF LIABILITY - Except where it is judicially determined that Crowe performed its Services with recklessness or willful misconduct, Crowe’s liability will not exceed fees paid by Client to Crowe for the portion of the work giving rise to liability. A claim for a return of fees paid is the exclusive remedy for any damages. This limit of liability will apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted, including, without limitation, to claims based on principles of contract, negligence or other tort, fiduciary duty, warranty, indemnity, statute or common lav^. This limit of liability will also apply after this Agreement.
INDEMNIFICATION FOR THIRD-PARTY CLAIMS - In the event of a legal proceeding or other claim brought against Crowe by a third party, except where it is judicially determined that Crowe performed Services with recklessness or willful misconduct. Client agrees to indemnify and hold harmless Crowe and its personnel against all costs, fees, expenses, damages and liabilities, including attorney fees and any other fees or defense costs, associated with such third-party claim, relating to or arising from any Services performed or work product provided by Crowe that Client uses or discloses to others or this engagement generally. This indemnification is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim, liability, or damages asserted, including, without limitation, to claims, liability or damages based on principles of contract, negligence or other tort, fiduciary duty, warranty, indemnity, statute or common law. This indemnification will also apply after termination of this Agreement.
NO TRANSFER OR ASSIGNMENT OF CLAIMS - No claim against Crowe, or any recovery from or against Crowe, may be sold, assigned or otherwise transferred, in whole or in part.
TIME LIMIT ON CLAIMS - In no event will any action against Crowe, arising from or relating to this engagement letter or the Services provided by Crowe relating to this engagement, be brought after the earlier of 1) two (2) years after the date on which occurred the act or omission alleged to have been the cause of the injury alleged; or 2) the expiration of the applicable statute of limitations or repose. Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 14 of 16
iPic-Gold Class Holdings, LLC 13 March 14, 2019
RESPONSE TO LEGAL PROCESS - If Crowe is requested by subpoena, request for information, or through some other legal process to produce documents or testimony pertaining to Client or Crowe’s Services, and Crowe is not named as a party in the applicable proceeding, then Client will reimburse Crowe for its professional time, plus out-of-pocket expenses, as well as reasonable attorney fees, Crowe incurs in responding to such request.
MEDIATION - If a dispute arises, in whole or in part, out of or related to this engagement, or after the date of this agreement, between Client or any of Client’s affiliates or principals and Crowe, and if the dispute cannot be settled through negotiation. Client and Crowe agree first to try, in good faith, to settle the dispute by mediation administered by the American Arbitration Association, under its mediation rules for professional accounting and related services disputes, before resorting to litigation or any other dispute-resolution procedure. The results of mediation will be binding only upon agreement of each party to be bound. Costs of any mediation will be shared equally by both parties. Any mediation will be held in Chicago, Illinois.
JURY TRIAL WAIVER - FOR ALL DISPUTES RELATING TO OR ARISING BETWEEN THE PARTIES, THE PARTIES AGREE TO WAIVE A TRIAL BY JURY TO FACILITATE JUDICIAL RESOLUTION AND TO SAVE TIME AND EXPENSE. EACH PARTY AGREES IT HAS HAD THE OPPORTUNITY TO HAVE ITS LEGAL COUNSEL REVIEW THIS WAIVER. THIS WAIVER IS IRREVOCABLE, MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. AND APPLIES TO ANY SUBSEQUENT AMENDMENTS. RENEWALS, OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS WRITTEN CONSENT TO A BENCH TRIAL WITHOUT A JURY. HOWEVER, AND NOTWITHSTANDING THE FOREGOING, IF ANY COURT RULES OR FINDS THIS JURY TRIAL WAIVER TO BE UNENFORCEABLE AND INEFFECTIVE IN WAIVING A JURY. THEN ANY DISPUTE RELATING TO OR ARISING FROM THIS ENGAGEMENT OR THE PARTIES’ RELATIONSHIP GENERALLY WILL BE RESOLVED BY ARBITRATION AS SET FORTH IN THE PARAGRAPH BELOW REGARDING “ARBITRATION.”
ARBITRATION - If any court rules or finds that the JURY TRIAL WAIVER section is not enforceable, then any dispute between the parties relating to or arising from this Agreement or the parties' relationship generally will be settled by binding arbitration in Chicago, Illinois (or a location agreed in writing by the parties). Any issues concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of this Section, will be governed by the Federal Arbitration Act and resolved by the arbitrator(s). The arbitration will be governed by the Federal Arbitration Act and resolved by the arbitrator(s). Regardless of the amount in controversy, the arbitration will be administered by JAMS, Inc. (“JAMS”), pursuant to its Streamlined Arbitration Rules & Procedures or such other rules or procedures as the parties may agree in writing. In the event of a conflict between those rules and this Agreement, this Agreement will control. The parties may alter each of these rules by written agreement. If a party has a basis for injunctive relief, this paragraph will not preclude a party seeking and obtaining injunctive relief in a court of proper jurisdiction. The parties will agree within a reasonable period of time after notice is made of initiating the arbitration process whether to use one or three arbitrators, and if the parties cannot agree within fifteen (15) business days, the parlies will use a single arbitrator. In any event the arbitrator(s) must be retired federal judges or attorneys with at least 15 years commercial law experience and no arbitrator may be appointed unless he or she has agreed to these procedures. If the parties cannot agree upon arbitrator(s) within an additional fifteen (15) business days, the arbitrator(s) will be selected by JAMS. Discovery will be permitted only as authorized by the arbitrator(s), and as a rule, the arbitrator(s) will not permit discovery except upon a showing of substantial need by a party. To the extent the arbitrator(s) permit discovery as to liability, the arbitrator(s) will also permit discovery as to causation, reliance, and damages. The arbitrator(s) will not permit a party to take more than six depositions, and no depositions may exceed five hours. The arbitrator(s) will have no power to make an award inconsistent with this Agreement. The arbitrator(s) will rule on a summary basis where possible, including without limitation on a motion to dismiss basis or on a summary judgment basis. The arbitrator(s) may enter such prehearing orders as may be appropriate to ensure a fair hearing. The hearing will be held within one year of the initiation of arbitration, or less, and the hearing must be held on continuous business days until concluded. The hearing must be concluded within ten (10) business days absent written agreement by the parties to the contrary. The time limits in this section are not jurisdictional. The arbitrator(s) will apply substantive law and may award injunctive relief or any other remedy available from a judge. The arbitrator(s) may av^ard attorney fees and costs to the prevailing party, and in the event of a split or partial award, the arbitrator(s) may award costs or attorney fees in an equitable manner. Any award by the arbitrator(s) will be accompanied by a reasoned opinion describing the basis of the award. Any prior agreement regarding arbitration entered by the parties is replaced and superseded by this agreement. The arbitration will be governed by the Federal Arbitration Act. 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 15 of 16
iPic-Gold Class Holdings, LLC 14 March 14. 2019 arbitrator(s) may be entered by any court having jurisdiction thereof. All aspects of the arbitration \will be treated by the parties and the arbitrator(s) as confidential.
NOTIFICATION OF NON-LICENSEE OWNERSHIP (For California Engagements)- Crowe ("the Firm") and certain owners of the Firm are licensed by the California State Board of Accountancy. However, the Firm has owners not licensed by the California State Board of Accountancy who may provide Services under this agreement. If Client has any questions regarding licensure of the personnel performing Services under this engagement, please do not hesitate to contact Crowe.
NON-SOLICITATION - Each party acknowledges that it has invested substantially in recruiting, training and developing the personnel who render services with respect to the material aspects of the engagement (“Key Personnel"). The parties acknowledge that Key Personnel have knowledge of trade secrets or confidential information of their employers that may be of substantial benefit to the other party. The parties acknowledge that each business would be materially harmed if the other party was able to directly employ Key Personnel. Therefore, the parties agree that during the period of this Agreement and for one (1) year after its expiration or termination, neither party will solicit Key Personnel of the other party for employment or hire the Key Personnel of the other party without that party's written consent unless hiring or engaging party pays to the other party a fee equal to the hired or engaged Key Personnel’s compensation for the prior twelve-month period with the other party.
CROtA/E AND EQUAL OPPORTUNITY - Crowe abides by the principles of equal employment opportunity, including without limitation the requirements of 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. Crowe also abides by 29 CFR Part 471, Appendix A to Subpart A. The parties agree that the notice in this paragraph does not create any enforceable rights for any firm, organization, or individual.
CROWE GLOBAL NETWORK - Crowe LLP and its subsidiaries are independent members of Crowe Global, a Swiss organization. “Crowe" is the brand used by the Crowe Global network and its member firms, but it is not a worldwide partnership. Crowe Global and each of its members are separate and independent legal entities and do not obligate each other. Crowe LLP and its subsidiaries are not responsible or liable for any acts or omissions of Crowe Global or any other Crowe Global members, and Crowe LLP and its subsidiaries specifically disclaim any and all responsibility or liability for acts or omissions of Crowe Global or any other Crowe Global member. Crowe Global does not render any professional services and does not have an ownership or partnership interest in Crowe LLP or any other member. Crowe Global and its other members are not responsible or liable for any acts or omissions of Crowe LLP and its subsidiaries and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe LLP and its subsidiaries. Visit www.crowe.com/disclosure for more information about Crowe LLP, its subsidiaries, and Crowe Global. Case 19-11739-LSS Doc 433-3 Filed 10/23/19 Page 16 of 16
iPic-Gold Class Holdings, LLC 15 March 14, 2019
Appendix A iPic-Gold Class Holdings, LLC Tax Return Compliance
iPic-Gold Class Entertainment, LLC iPic Gold Class Holdings, LLC Tax Year Ended: December 31, 2018
Federal Form 1065 Arizona Form 165 California Form 568 California Form 3522 California Form 3536 Florida Form F-1065 Maryland Form 510 Illinois Form IL-1065 New Jersey Form NJ-1065 New York Form lT-204 New York Form IT-204-LL Wisconsin Form 3
iPic Texas, LLC Tax Year Ended: December 31, 2018
Texas Form 05-102 Texas Form 05-158
iPic Media, LLC Tax Year Ended: December 31, 2018
California Form 568 California Form 3522 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 1 of 63
Exhibit C
DeclaY•ation
DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 2 of 63
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11 iPic-Gold Class Entertainment LLC, et al.,l Case No. 19-11739(LSS)
Debtors. (Jointly Administered)
DECLARATION OF CINDY B. KUSHNER IN SUPPORT OF II~~B'I'OI~S' APPI.ICr~Tl~O1~T ~4R ~RD~E~ A.~I1'I'I-~QI~IZII~G (I) r!'~IL~ I~E'~'~l~Ti~llT OF CRO~'UE LAP A~ TAX ~~RVICE~ PROVIDER TO THE DEBTORS A1o1D DEBTORS IN POSSESSION,NUNC PRO TUNC TO PETITION DATE, AND (II) GRANTING A PARTIAL WAIVER OF LOCAL RULE 2016-2
I, Cindy B. Kushner, being duly sworn, state the following under penalty of perjury:
I am a Partner at Crowe LLP ("Crowe") and certified public accountant. I am
duly authorized to make this declaration (the "Declaration") on behalf of Crowe and submit this
Declaration in accordance with sections 327(a) and 328(a) of title 11 of the United States Code
(the `Bankruptcy") and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules") in connection with the application (the "Application") of the above-
captioned debtors (the "Debtors"), seeking an order approving the retention of Crowe as tax
services provider pursuant to sections 327(a) and 328(a) of the Bankruptcy Code and effective as
of the Petition Date.
2. Unless otherwise stated in this Declaration, I have personal knowledge of the
facts set forth herein and, if called as a witness, I would testify thereto. Crowe will file
supplemental declarations with the Court to the extent that any information disclosed herein
' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: iPic Entertainment Ina (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' pt•incipat place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.
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requires subsequent amendment or modification upon Crowe completion of further analysis or as additional creditor information becomes available to it.
Cro~ve's Quati~cations
3. Crowe is the eighth largest accounting firm in the United States, operating 32 offices throughout the country. Crowe is affiliated with Crowe Global, which provides financial auditing, tax, accounting and other professional services worldwide and operates in more than
400 cities throughout the vvorl~. Crowe has extensive exper?ence an~1 knowledge in all aspects of financial auditing, tax, and accounting and has extensive experience in the bankruptcy and restructuring process. Crowe is well versed in providing tax services to financially troubled entities, including debtors in possession. Accordingly, the Debtors believe that Crowe is well qualified to provide it with the tax services contemplated by the Engagement Letter and this
Application.
4. Crowe has also provided tax advisory services to debtors in numerous large bankruptcy cases, including: In re Mattress Firm, Inc., Case No. 18-12241 (CSS)(Bankr. D. Del.
Nov. 26, 2018); In re Hobbico, Inc., Case No. 18-10055 (KG)(Bankr. D. Del. Feb. 6, 2018); In re Vitamin World, Inc., Case No. 17-11933 (KJC)(Bankr. D. Del. Nov. 13, 2017); In re Gen.
Wireless Ops., Inc. dba Radioshack, Case No. 17-10506 (BLS)(Bankr. D. Del. Apr. 19, 2017);
In re FirstFed Fin. Corp., Case No. 10-12927 (Bankr. C.D. Cal. July 22, 2010); In re Taylor,
Bean &Whitaker Mortg. Corp., Case No. 09-07047 (JAF)(Banlcr. M.D. Fla. May 25, 2010); In re Circuit City Stores, Inc., Case No. 08-35653 (KRH)(Bankr. E.D. Va. Mar. 11, 2010); and In re IndyMac Bancorp., Case No. 08-21752 (Bankr. C.D. Cal. Mar. 30, 2009).
5. Crowe has provided the Debtors with tax services prior to the Petition Date. As a result, Crowe has acquired a significant amount of knowledge of the Debtors and their business,
2 DOCS D1225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 4 of 63
and has developed familiarity with the Debtors' financial, tax, and accounting affairs and related matters. Likewise, in providing those services, Crowe has worked closely with the Debtors' management and other advisors. Accordingly, Crowe has the experience, expertise, and specifically relevant knowledge regarding the Debtors that will assist it in providing effective and efficient services in these Chapter 11 Cases.
Set•vices to Be Rendered
6. Crowe wil_1_ perform servi~~s fir the Debtors in connection with the preparation of federal and state income tax returns and other professional services as follows:2
(a) Preparation of the federal and state returns for the Debtors.
(b) Preparation of any necessary tax return filing extensions.
(c) Advice regarding any quarterly estimated tax payments for tax year 2019.
(d) Response to notices received from the IRS Identity Theft Division related to the 2018 tax year that is needed from the IRS to process the 2018 Form 1065, partnership return filed on behalf of certain debtors ("IRS Identity Theft Notice").
(e) Provide such other services to the Debtors as inay be necessary to complete the state and federal tax returns and remain in tax compliance resulting from the above-captioned bankruptcy case, as to be agreed to by Crowe and the iPic Debtors.
~~I11j)~I13atI0Y1
4. The Debtors request approval for Crowe to be compensated pursuant to the
Engagement Letter, including on a flat fee basis for preparation of federal and state returns for
the Debtors and on an hourly basis for certain advisory services. Crowe will be paid a flat fee
2 The description of the services listed herein is a sutlimary. Certain of the services agreed to be provided by Crowe are set forth in the Engagement Letter attached as Exhibit B to the Application.
3 DOCS D~:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 5 of 63
of $68,061 for finalizing the preparation and filing of the tax returns, plus reimbursement for out-of-pocket expenses such as photocopying and postage.
5. For the bulk of its work in this case, Crowe will be employed by the Debtors to perform the highly-specialized tasks of preparing and filing tax returns. For this work, Crowe will not be compensated based upon time and effort expended, but instead on a fixed fee basis for finalizing the tax returns.
6. r`or certain lax acivisoty services, including general advisory services regarding tax compliance in connection with the Debtors' bankruptcy, the IRS Identity Theft Notice and other tax advisory work to be performed by Crowe, Crowe will be compensated on an hourly basis as follows:3:
Partner /Director $550 - $680 Senior Manager $370 - $520 Manager $290 - $335 Senior Staff $155 - $205 Staff $80 - $185
7. The hourly rates charged by Crowe professionals differ based on the level and area of specialized expertise of the professionals involved. The table above reflects the range of hourly fees charged by Crowe professionals, broken down by category of professional.
8. For any tax advisory work falling outside the flat fee for filing tax returns, Crowe intends to apply to the Court for the allowance of compensation for services rendered and reimbursement of actual and necessary expenses incurred in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, any additional procedures that have been or may be established by the Court, and the guidelines established by
3 Crowe's hourly rate for various professionals have increased. since the date of the Engagement Letter and the current rates for all hourly wot•k provided to the Debtors during the course of this bankruptcy case are set forth herein.
4 DOCS D1:225263.1 39566!002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 6 of 63
the Office of the United States Trustee regarding submission and approval of fee applications.
Crowe has agreed to accept as compensation such sums as may be allowed by the Court. Crowe understands that interim and final fee awards are subject to approval by the Court.
9. I understand that the Debtors believe that the terms and conditions of Crowe's employment are reasonable and comparable to terms generally required by tax advisors of a similar stature for comparable engagements. Given the numerous issues that Crowe may be required to address, Crowe's commitment to the variable level oI dine anti eI`l`ort necessary to address all such issues as they arise, and the market prices for Crowe's services for engagements of this nature, the Debtors agree that the fee structure and other terms of engagement, which was the product of arm's-length negotiations, are reasonable under the standards set forth below.
10. Consistent with Crowe's ordinary practice and as is customary in the industry,
Crowe does not ordinarily maintain contemporaneous time records in one-tenth hour increments or otherwise provide or conform to a schedule of hourly rates for its various professionals.
11. Accordingly, if the Court grants the Application, Crowe will maintain records in summary format as to the services rendered for the Debtors, including descriptions of such services, the time expended in providing those services, and the individuals who provided services, and Crowe will maintain records sufficient to support all actual, necessary costs and expenses for which Crowe seeks reimbursement from the Debtors.
12. All such records maintained by Crowe will be presented with Crowe's interim and final fee applications, when such fee applications are filed with this Court. To the extent that
Crowe would otherwise be required by the Bankruptcy Code, the Bankruptcy Rules, the Local
Rules, any guidelines regarding submission and approval of fee applications, any order entered in these Chapter 11 Cases establishing procedures for interim compensation and reimbursement
5 DOGS DE225263.139566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 7 of 63
of expenses of professionals or any other applicable order of the Court to submit more detailed time records, the Debtors respectfully request that this Court waive such requirements; provided, howeveN, that, at the Court's or the U.S. Trustee's request, Crowe will present to the
Court or the U.S. Trustee, as applicable, records (in summary format) that contain reasonably detailed descriptions of those services provided to the Debtors.
Cro~ve's Disinterestedness
13. In connection with the preparation of this Declaration, Crowe is in the process of reviewing the list of potential parties in interest that Crowe received from the Debtors' master conflicts list (the "Parties in Interest") in the attached Schedule 1. Crowe will supplement any necessary disclosures as necessary. Given the size of Crowe and the breadth of its client base, it is possible that Crowe may now or in the future be retained by one or more of the Potential
Parties-in-Interest in unrelated matters. Crowe will continue to analyze any additional Potential
Parties-in-Interest that become involved in these proceedings and it will promptly supplement this disclosure to the Court for any engagements by additional Potential Parties-in-Interest.
14. Based on the results of this search conducted to date, to the best of my knowledge, neither myself, Crowe, nor employees, insofar as I have been able to ascertain based on the procedures employed in the conflicts search (a) has any connection with the
Debtors, any of the Parties in Interest, the U.S. Trustee, or any person employed in the Office of the U.S. Trustee or (b) represents an interest that is materially adverse to the interest of the
Debtors' estates or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with or interest in, the Debtors or for any other reason of which I know or about which I have been informed, with respect to the services to be performed
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pursuant to the Engagement Letter or the Application, except as disclosed or otherwise described herein.
15. To the best of my knowledge, and based on the results of Crowe's conflicts search to date, Crowe is a "disinterested person" within the meaning of section 101(14) of the
Bankruptcy Code, in that, except as otherwise set forth herein, its Professionals:
a. are not creditors, equity security holders or insiders of the Debtors;
~;. are not and were not, within t~uo years before the date of the filing of the Debtors' chapter 11 petitions, a director, officer or employee of the Debtors; and
c. do not have an interest materially adverse to the interest of the estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with or interest in the Debtors, or for any other reason.
16. Crowe (including its professionals) may have in the past represented, may currently represent, and likely in the future will represent, Parties in Interest of the Debtors in connection with matters unrelated to the Debtors and these chapter 11 cases.
17. To the best of my knowledge, information, and belief after reasonable inquiry, other than as disclosed in this Declaration, neither I, Crowe, nor any of its employees participating in or connected with Crowe's engagement with the Debtors: (i) is related to the
Debtors or any other party in interest herein, the U.S. Trustee for• the District of Delaware or anyone employed in the Office of the U.S. Trustee's for; (ii) has any connection with or holds
or represents any interest adverse to the Debtors, their estates, their creditors, or any other Party in Interest or their respective attorneys in the matters on which Crowe is proposed to be
retained; or (iii) has advised any Party in Interest in connection with these chapter 11 cases.
Additionally, Crowe does not believe that any relationship that Crowe or any of our
professionals or employees participating in or connected with Crowe's engagement with the
7 DOGS DL225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 9 of 63
Debtors may have with any Party in Interest in connection with any unrelated matter will interfere with or impair Crowe's representation of the Debtors in these chapter 11 cases.
18. In light of the number of the Debtors' creditors, Parties in Interest, and potential additional parties in interest, neither I nor Crowe are able conclusively to identify all potential relationships at this time, and we reserve the right to supplement this disclosure as additional relationships come to our attention. In particular, among other things, Crowe may have relationships v~ith persons who are beneficial owners ~f Pa.rtie in Interest and ~ersc~n~ whose beneficial owners include Parties in Interest or persons who otherwise have relationships with
Parties in Interest. Moreover, Crowe employees may have relationships with Parties in Interest, persons that may become parties in interest in these cases, and/or persons that have business relationships with the Debtors, are competitors of the Debtors, or that are customers of the
Debtors. If any new relevant facts or relationships are discovered or arise, Crowe will use reasonable efforts to identify such further developments and will file promptly a supplemental declaration, as required by Bankruptcy Rule 2014(a).
19. In the one year prior to the Petition Date, the Debtors paid Crowe $655,956.00 in fees and expenses. As of the Petition Date, Crowe was owed $146,377.00 on account of prepetition services.
20. Based on the conflicts search conducted to date and described herein, to the best of my knowledge and insofar as I have been able to ascertain, (a) Crowe is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the
Debtors' estates and (b) Crowe has no connection to the Debtors, their creditors, or their related
parties, except as may be disclosed herein.
DOGS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 10 of 63
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct.
Dated: October 23, 2019 By: /s/Cindy Kushner Cindy B. Kushner Crowe LLP
9 DOGS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 11 of 63
Schedule 1
Listing of Parties-in-Interest Re~~ie~~~ed for Current and Recent Former Relationships
ALCOHOL DIST. .net -EFT ALCOHOL DIST. Deep Ellum ALCOHOL DIST. 512 Brewing Company ALCOHOL DIST. Delille Cellars ALCOHOL DIST. A & B Imports ALCOHOL DIST. Desert Rock Industries LLC ALCOHOL DIST. Ace Beverage ALCOHOL DIST. Double Eagle ALCOHOL DIST. Action Wine ALCOHOL DIST. Duckhorn Wine Company ALCOHOL DIST. Adelbert's ALCOHOL DIST. Eagle Brands ALCOHOL DIST. Alliance Bev ALCOHOL DIST. Elgin Bev ALCOHOL DIST. Allied C3everage ALCOHOL DIST. Elliott Bay Distributing Co. ALCOHOL DIST. Ambrosia Selections LLC Inc ALCOHOL DIST. Ambrosia Wine ALCOHOL DIST. Empire Merchants, LLC ALCOHOL DIST. American NW ALCOHOL DIST. Epic Wines ALCOHOL DIST. Anheuser Busch ALCOHOL DIST. Euclid Bev ALCOHOL DIST. Austin Beerworks ALCOHOL DIST. Favorite Brands LLC ALCOHOL DIST. Austin Specialty Foods, LLC ALCOHOL DIST. Fedway Associates ALCOHOL DIST. Badger Liquor ALCOHOL DIST. Flood Dist ALCOHOL DIST. Bearded Fox Brewing ALCOHOL DIST. Frank-Lin Beverage Company ALCOHOL DIST. Gallo Wine NJ ALCOHOL DIST. Beauchamp Dist ALCOHOL DIST. Glazer's Inc ALCOHOL DIST. Beer Capital Distributing, ALCOHOL DIST. Glazers Inc. Inc. ALCOHOL DIST. Gold Coast ALCOHOL DIST. Beerstream LlC ALCOHOL DIST. Golden Eagle ALCOHOL DIST. Ben E. Keith ALCOHOL DIST. Goody Liquors, Inc. ALCOHOL DIST. Blue Ribbon ALCOHOL DIST. Harbor Distributing, LLC ALCOHOL DIST. Blue Spirits Distilling ALCOHOL DIST. Heartland Beverage, LLC ALCOHOL DIST. Breakthru ALCOHOL DIST. Henry Wine ALCOHOL DIST. Breakthru Bev IL ALCOHOL DIST. Hensley Phoenix ALCOHOL DIST. Brown Dist ALCOHOL DIST. Heritage Wine ALCOHOL DIST. Bushnell Craft LlC ALCOHOL DIST. Houston Dist ALCOHOL DIST. Capital Husting Company, ALCOHOL DIST. Hunterdon Brewing Inc.- Company,LLC ALCOHOL DIST. Capitol Wright ALCOHOL DIST. International ALCOHOL DIST. Cazanove ALCOHOL DIST. Jeroboam, Inc. ALCOHOL DIST. City Bev Arlington ALCOHOL DIST. Johnson Brothers Berverage ALCOHOL DIST. City Bev-Markham Inc. ALCOHOL DIST. Click Wholesale ALCOHOL DIST. Kozol Bros ALCOHOL DIST. Columbia Dist ALCOHOL DIST. Lagniappe LLC ALCOHOL DIST. Cordon Select ALCOHOL DIST. Lakeshore Bev ALCOHOL DIST. Country Vintner ALCOHOL DIST. Live Oak Brewing Co.- ALCOHOL DIST. CRAFT BEER GUILD ALCOHOL DIST. Louis Glunz Beer DISTRIBUTING OF NY ALCOHOL DIST. Louis Glunz Wines, Inc. ALCOHOL DIST. D.Bertoline &Sons Inc ALCOHOL DIST. Manhattan Beer ALCOHOL DIST. David Mayfield Selections ALCOHOL DIST. Maverick LLC ALCOHOL DIST. Metal Monkey Brewing, LLC 2 DOCS DL225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 12 of 63
ALCOHOL DIST. Mission Beverage Co. ALCOHOL DIST. Union Beer ALCOHOL DIST. MPWS Co. LLC ALCOHOL DIST. Vehrs, Inc. ALCOHOL DIST. Noble Wines ALCOHOL DIST. Victory Wine ALCOHOL DIST. Northern Eagle Beverage Co ALCOHOL DIST. Vine Craft ALCOHOL DIET. NW Beverages/Odom Corp ALCOHOL DIET. Vino Nobile Inc ALCOHOL DIST. NW Beverges LLC/Click ALCOHOL DIST. Virtuoso Wholesale ALCOHOL DIST. Windy City ALCOHOL DIST. Oak Beverage Inc. ALCOHOL DIST. Wine Warehouse ALCOHOL DIST. Opici Family (American BD) ALCOHOL DIST. Winebow ALCOHOL DIST. Opici Wine ALCOHOL DIST. Winebow Inc ALCOHOL DIST. Pacific Edge Wine &Spirits ALCOHOL DIST. Young's Market-AZ of AZ ALCOHOL DIST. Young's Market-CA ALCOHOL DIST. Pacific Edge Wine &Spirits Bank JPMorgan Chase of CA Class Action Claimants Adams Employment ALCOHOL DIST. Peerless Beverage Counsel ALCOHOL DIST. Pilchuck Dist Class Action Claimants KJT Law Group LLP ALCOHOL DIST. Pioneer Wine CLASS B EQUITY ABDOLALI HASHEMI ALCOHOL DIST. Premier Bev CLASS B EQUITY AG INVESTMENTS LIMITED ALCOHOL DIST. Pure Wine Company PARTNERSHIP ALCOHOL DIST. Quail Dist CLASS B EQUITY ALEXANDER HASHEMI ALCOHOL DIST. Quench Fine Wines- AZ IRREV INV TRUST ALCOHOL DIST. Rainwater Bev CLASS B EQUITY DARRYL THEODORE ALCOHOL DIST. Regal Wine Co LEVERSUCH ALCOHOL DIST. Republic FV CLASS B EQUITY HASHEMI HOLDINGS LLC ALCOHOL DIST. Republic Houston CLASS B EQUITY HAYIEY HASHEMI IRREV ALCOHOL DIST. Republic Nat'l INV TRUST ALCOHOL DIST. Republic Nat'I-Austin CLASS B EQUITY HBK ENTERTAINMENT LLC ALCOHOL DIST. Revolver Brew CLASS B EQUITY JAMES GRIER LEE JR ALCOHOL DIST. Schamberger. CLASS B EQUITY JMAQ ENTERTAINMENT LLC ALCOHOL DIST. Selected Brands DIST.s CLASS B EQUITY JOHN J QUINN 111 ALCOHOL DIST. Sigel's Bev CLASS B EQUITY JOSE UNCEIN ALCOHOL DIST. Silver Eagle DIST.s Houston, CLASS B EQUITY KEVIN G QUINN LLC CLASS B EQUITY LILY HASHEMI IRREV INV ALCOHOL DIST. SKI Wholesale Beer Corp TRUST ALCOHOL DIST. Southern Glazer's CLASS B EQUITY MESSINA LIVING TRUST ALCOHOL DIST. Southern Glazers IL DTD 9/20/2001 ALCOHOL DIST. Southern Glazer's TX CLASS B EQUITY PVR LIMITED ALCOHOL DIST. Southern Wine-AZ CLASS B EQUITY QUINN ENTERTAINMENT ALCOHOL DIST. Southern Wine-CA LLC ALCOHOL DIST. Southern Wine-WA CLASS 6 EQUITY RAHIM HASHEMI ALCOHOL DIST. Spec's Wines CLASS B EQUITY RANDI D SCHWARTZ ALCOHOL DIST. Stacole/Winebow DECLARATION OF ALCOHOL DIST. Stoller TRUST ALCOHOL DIST. Stone Brewing CLASS B EQUITY REGAL/ATOM HOLDINGS ALCOHOL DIST. Tenzing A Wine And Spirits LLC Company COGS 2dor Gourmet Ice LLC ALCOHOL DIST. Twin Liquors COGS A & L Cesspool Service Corp
DOCS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 13 of 63
COGS A Better Pour LLC COGS CandyWarehouse.com Inc. COGS A New Dairy, Inc. COGS Lassie's LLC COGS Ace-Endico Corp COGS Cawoods Produce Inc. COGS Adams, Burch LLC COGS CBC Specialty Beverage COGS Agri Exotic Trading, Inc. COGS Central Welding Supply Co., COGS Airgas National Carbonation Inc. COGS Airgas Southwest Inc. COGS Charlie's Produce corp COGS Airgas USA COGS Cheese Store of Beverly COGS AlanDale, LLC Mllls COGS Albert Uster Imports, Inc. COGS Chef's Garden, Inc. COGS All Beverage and More LLC COGS Chefs' Produce Dallas, Inc. COGS All City Cot L.L.C. COGS Chefs' Produce Houston Inc. COGS All Espresso Service COGS Chefs' Warehouse Mid- COGS All Things Olive, LLC Atlantic, LLC COGS Allied Gases &Welding COGS Chefs' Warehouse Midwest, Supplies, Inc. LLC COGS American Compressed COGS Chefs' Warehouse of Gases Inc. Florida, LLC COGS Ammirati, Inc. COGS Chefs' Warehouse West COGS Apple Ice Coast, LLC COGS Arizona Bread Company COGS China Mist -Nationwide COGS Arizona Propane of Gourmets of AZ Glendale COGS Coastal Sunbelt Produce COGS Armitage Ice LLC COGS Coca Cola Bottling COGS Arrow Ice LLC COGS Coca-Cola COGS Autumn Olive Farms LLC COGS Coffee Roaster Of Arizona, COGS Avenue Gourmet Inc. COGS AZ Iceman COGS Compartes COGS Aztec Specialty COGS Congressional Seafood COGS Bacchus Importers LLC Company COGS Baldor Specialty Foods COGS Cookshack, Inc. COGS Balthazar Bakery COGS Corfini Gourmet Inc. COGS Bar Harbor Seafood Inc COGS Coyote Gasket PLC COGS Bellissimo Holdings LLC COGS Creations in Cuisine COGS Better Beverages, Inc. Catering COGS Big Geyser Inc COGS Creative Desserts, Inc. COGS Bindi North America COGS Crow Farm LLC COGS Bittercube, LLC COGS Custom Coffee Plan COGS Border Springs Farm LLC COGS Dairyland USA Corp COGS Breadbar, LLC COGS Damascus Bakery OPCO LLC COGS Brothers Produce of Austin COGS D'Artagnan LLC COGS Brothers Produce, Inc COGS Deanan Gourmet Popcorn COGS Bush Brothers Provisions COGS DeBragga Company COGS Di Pasquale's Espresso, COGS Cactus Corn Events, LLC Coffee &Tea COGS Cake Box Co. COGS DiMare Fresh, Inc. COGS Candy's Cake Pops COGS Dry Soda Company
DOCS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 14 of 63
COGS Dye Carbonic COGS Grand Avenue Produce Co., COGS EK Beverage Company Inc. COGS Emergency Ice COGS Grand Canyon Foods COGS Empire Baking Company International LLC COGS Epicure Imports, Inc. COGS Great Lakes Coca-Cola COGS Epicurean Foods COGS Great Lakes Coca-Cola COGS Equator Estate Coffees & Distribution Teas Inc. COGS Greco &Sons Of Wisconsin COGS Espressoboss Inc. COGS Greco and Sons of Illinois COGS Essential Baking Company, COGS Groundwork Coffee Co. Inc. COGS GWB, LLC COGS European Imports, Inc. COGS Halperns' Steak and COGS Everfresh Juice Company Seafood Company COGS Extreme Steam, LLC COGS Hancock's Bakery COGS Fells Point Wholesale COGS Hardie's Fresh Foods- Meats, Inc. AUSTIN COGS Floyd Peterson Co., Inc. COGS Hardie's Fresh Foods- COGS Forever Propane Sales & FAIRVIEW Service, Inc. COGS Hardie's Fruit &Vegetable COGS Fort Lauderdale Ice Co-Houston LP Company COGS Helget Gas Products COGS FreshPoint Arizona COGS Highland Baking Company COGS FreshPoint Dallas Inc. COGS Hill Country Dairies, Inc COGS FreshPoint South Florida COGS Hooray Puree Inc. COGS FreshPoint South Texas- COGS HR Produce and Catering AUSTIN COGS Ice Works COGS Fruit And Vegetable COGS IL Laboratorio Del Gelato Supreme COGS Imperial Flavors Beverage COGS Fulton Stall Market Company COGS Gabriella's Desserts COGS Independent Seafoods COGS Garage Coffee LLC COGS Interbay Food Company, COGS Garrett Popcorn LLC COGS Gelato Fino Desserts, Inc. COGS International Gourmet COGS Get Fresh Produce Foods, Inc. COGS Gilmore Liquid Air Company COGS Island Oasis Frozen COGS Gina's Homemade LLC Beverage Co., Inc. COGS Ginger People COGS Italfoods Inc COGS Global Restaurant COGS J. Kings Food Service Equipment &Supplies Professionals COGS Globex America COGS J.Q. Dickinson Salt Works, COGS Gold Crust Baking Co, Inc. LLC COGS Gold Medal Products- COGS J.Vrola Chicago COGS J.Vrola - NJ Corp COGS Gourmet Food -Houston COGS J.W. Goodliffe &Son COGS Gourmet Foods -Austin COGS JAX Beverage Solutions COGS Gourmet Pops dba AZ Pops COGS Jayshree Holdings Inc. COGS Gran Cafe de la Parroquia COGS 1FC International Inc.
DOCS DE2252631 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 15 of 63
COGS JJ McDonnell & Co Inc. COGS Nikki 's Popcorn Co. LLC COGS Joe Coffee-Jagar Two LLC COGS North Star Seafood, Inc. COGS John's Market Corporation COGS Northern Neck Fresh Fruits COGS Jonathan Robins Bakery COGS Nosh Away Inc. COGS Juice Core, LLC COGS Nothing Bundt Cal DOCS D~225263.139566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 16 of 63 COGS Ronnie's Ice Company COGS Trophy Cupcakes, LLC COGS Salumeria Biellese LLC COGS True World Foods Chicago COGS Samuels and Son Seafood LLC Co. COGS True World Foods Dallas, COGS Santa Monica Seafood LLC COGS Savory Gourmet Inc. COGS True World Foods DC LLC COGS Scottsdale Specialty LLC COGS True World Foods Los COGS Sea Port Products Angeles LLC COGS Seafood Wholesalers, Ltd COGS True World Foods Miami COGS Select Foods LLC COGS Slow Dough Bread Co. COGS True Worid Foods NY LLC COGS So Much Good Inc. COGS True World Foods Phoenix COGS Sona Far Hills Seafood LLC COGS Southcoast Fish company COGS True Worid Foods Seattle of Broward, LLC LLC COGS Sovrana Trading COGS Trufflin -La Truffe De Dee Corporation Dee COGS Specialty Food Source COGS Turano Baking Company COGS Springfield Farm COGS Twin Springs Fruit Farm COGS Stachowski Brand COGS U.S. Foods Charcuterie COGS Underwest Donuts COGS Star Ice &Fuel LLC COGS Up Top Acres COGS Starbucks Coffee Company COGS Uptown Bake &Brew LLC COGS Stock Yards Phoenix COGS V. Marchese Inc. COGS Sugarfina Inc COGS Victoria L'Originale COGS Sunbelt Imports Inc. Company COGS Superior Seafood Company COGS Vigilante Coffee Roasters COGS Supreme Lobster and COGS Villa Dolce Seafood Co. COGS Vistar -ATLANTA COGS Swede Farms Inc. COGS Vistar -DALLAS COGS Sweet! Candy Shop LLC COGS Vistar -Philadelphia COGS SWERVE, LLC COGS War Shore Oyster COGS Swire Coca-Cola, USA Company, LLC COGS Swirl of Wisconsin, LLC COGS West Coast Ice Provisions COGS Sysco COGS West Coast Prime Meats, COGS Talbert's Ice &Beverage LLC Service COGS Western Propane Services, COGS TapRm-JB-NY DIST.s, Inc Inc. COGS Testa Produce, inc. COGS White Water LLC COGS Texas Coffee Traders COGS Wild Edibles Inc. COGS Texas Toffee Queen, LLC COGS Woolco Foods Inc COGS The Icee Company Corp COGS Worldwide Produce Inc COGS The New World Bakery, Inc. CONST A. Grant Thornbrough & COGS Tom Cat Bakery Inc. Associates COGS Triar Seafood Company CONST A. Zahner Company COGS Trickling Springs Creamery, CONST A.P. Keaton, Inc LLC CONST A.R. Mays Construction DOGS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 17 of 63 CONST A+ Beverage Solutions CONST Bengford, Patrick CONST Aaron Brothers Inc. CONST Bergman KPRS LLC CONST Abrahams Oriental Rugs CONST Blackpointe Group, Inc. CONST Access by Design inc. CONST Bliss & Nyitray, Inc. CONST Acoustic Innovations Inc. CONST Borders, Inc. CONST Acurio Latticeworks CONST Botanical Elegance-NCB CONST AD Architectural CONST Brentano, Inc. Developers CONST Bryan Kurth CONST Addison Art Gallery CONST BuilderGuru Contracting, CONST Advanced Systems Inc. Company CONST Builders Choice Permitting, CONST Affinity Painting Company Inc. Inc. CONST Bumblebeelovesyou CONS? Aida's Magic Touch Inc. CONST Burch Fabrics CONST Airtight Networks, Inc. CONST Buro Happold Conulting CONST Alderson Engineering, Inc. Engineers PC CONST Alexander's Mobility CONST C.C. Leathers Inc. Services CONST CA Remodeling and Design CONST All On Stage Productions CONST Cali Bamboo LLC CONST Allied Molded Products, LLC CONST California Access Scaffold, CONST Alumitech-JP Enterprise & LLC Consulting CONST California Waters, LLC CONST American Construction CONST Callahan Digital Cinerma, Investigations Ltd Inc. CONST American Decal Company CONST Capitol Light -Rexel USA, Inc CONST American Tropical Signs and CONST Cascade Coil Drapery, Inc Services LLC CONST Castelli Art Framing CONST America's Fine Art Installers CONST Catalonia Plates, Inc. CONST Amisco Industries Ltd CONST Caton Consulting Inc. CONST APS 2000, Inc. CONST Caulfield &Wheeler, Inc. CONST Arc-Com Fabrics, Inc. CONST CDI Enterprises CONST Architex International CONST Ceramic Matrix CONST ARM Architect, PA CONST Ceramic Technics Ltd CONST Armor Active CONST Chairmasters, Inc. CONST Arteriors Home- CONST Champion Electrical CONST Artesano Iron Works Contracting, LLC CONST Assertive Security Srvcs & CONST Chandler Signs, LP, LLP Consult Inc CONST Chavez, Raul M. CONST Astek Inc. CONST CIH and Environmental CONST Atlantic Engineering Labs of Consultants, Inc. NY, Inc. CONST Cinema Lighting CONST Atlas Carpet Mills, Inc. Corporation CONST Avirom &Associates, Inc. CONST CinemaWorx Ltd CONST Awnings Of Hollywood CONST City Lighting Products CONST Baron Media Solutions Denver CONST BearKat Wood CONST City Of Atlanta CONST Beeler Construction Inc. CONST City of Delray Beach DOGS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 18 of 63 CONST City of Irvine CONST DVP Fabrics, Inc. CONST Cleaning Systems, Inc. CONST E&K Vintage Wood CONST Clinton &Associates, PC CONST ECD Design/Accessibility CONST Comnet Communications, Ltd. LLC CONST Eide Industries, Inc. CONST Concepto Modern Living CONST Elitis Inc. CONST Concertex, LLC CONST Embedded Processor CONST Control Point Associates, Designs, Inc. Inc. CONST Empire Office Inc CONST County of Orange CONST EnviroDesign, Inc. CONST Creative Woodwork of CONST Eomac Ltd Miami Inc. CONST Ernest Neuman Studios LLC CONST CTE CAL, Inc. CONST Express Permitting Service CONST C7E CAL, Inc.-USA 00000195 CONST EXp-Sign Corp CONST Curtain Solutions CONST Eykon Design Resources CONST D & B Tile DIST.s CONST Fabricut, Inc. CONST Daltile CONST Farrey's Wholesale CONST DAO Design Inc. Hardware Co Inc; CONST DCI Signs &Awnings CONST FatCap, LLC CONST Decor Team, LLC CONST Federal Heath Sign CONST Decorative Landscape and Company, LLC Lawn Care, LLC CONST Fein Brothers CONST Dedon, Inc. CONST Finfrock Construction, Inc. CONST Della Porta, Ward & CONST Fireplace &Verandah Associates CONST Flat Tech Inc. CONST Design &Construction GONST Ford Van Lines, Inc. Center CONST Forms +Surfaces, Inc. CONST Designer Plumbing &Air, CONST Fresno Fence Inc Inc. CONST Fulton County Health CONST Designmaster Furniture, Department Inc. CONST Gar Products CONST DesignTex Group Inc. CONST Gasser Chair Co, Inc. CONST Development Design CONST GD Autiomated Window Group, Inc. Treatments CONST Dialectic, Inc. CONST Geis Buliding Products, Inc. CONST Diersen Welding & CONST Gerner Kronick + Valcarcel, Fabrication, LLC CONST GHD Inc. CONST Digital Skink CONST Giles, Victoria CONST Dimensional Innovations CONST Glasstilestore.com CONST Discount Equipment Int'- CONST Global Equipment Company DE CONST Global Views CONST Dixie Blueprint Services, Inc. CONST GMB Lighting &Trading LLC CONST Doorpro-USA, Inc. CONST Grainger CONST Duggal Visual Solutions Inc. CONST Green Turtle Americas, Ltd CONST Dunay, Miskel, and CONST Greenpoint Building Backman, LLP Technologies, Inc. CONST Duralee Fabrics CONST Griffith International Inc. DOCS D~225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 19 of 63 CONST Griplock Systems, LLC CONST Karen Hanlon Design, Inc. CONST GSky Plant Systems, Inc CONST Kartell US Inc. CONST GST Manufacturing LTD CONST KED, Inc. DBA Dahl Glass CONST H.D. Buttercup CONST Kettal North America Inc CONST Hammerton, Inc. CONST KEYSTONE BROS CONST Hang It Right CONST Keystone Marble &Granite CONST Harman Group, Inc. Inc. CONST Harris Fire Protection, Inc. CONST Kimley-Horn and CONST Hart-Lines, Inc. Associates, Inc. CONST Hertz Equipment Rental CONST King of Pavers Corp Corporation CONST Kistler McDougall Corp CONST High Point Seating, LLC CONST Koroseal Interior Products CONST Hirsch/Green Group Transportation CONST L.A. Design Inc. Consulting CONST LaBruna Construction Inc. CONST Hi-Tech Roofing &Sheet CONST Langan Engineering and Metal Inc. CONST Langer Electric Company CONST Hood Depot International CONST Larry Chynces Building Inc Contractor, Inc. CONST Hospitality Services CONST L'Atelier Rouge, Inc. CONST HVAC Associates, Inc. CONST LBI Professional CONST (Craft Furniture Resources, Engineering, LLC. Corp LLC CONST LBR Plumbing &Heating CONST IEWC Inc. Corp. CONST In Situ Creative, LLC CONST Lee Industries Inc. CONST intech Construction LLC CONST Legacy Food Service Design, CONST Interior Woodworking LLC. Specialist Inc. CONST Lewis Theatrical CONST International Treescapes Installations, Inc. LLC CONST Life Safety Systems, Inc. CONST ISA International Inc. CONST Lilitab CONST Island City Traders CONST Lippert Tile Company, Inc. CONST J. Source CONST US Painting and Drywall, CONST JANUS et Cie LLC CONST Jim &Alex's Everything CONST Longitude Surveyors LLC Concrete LLC C CONST LPA Inc CONST JLF Collections CONST Luxury Illumination CONST JMG Security Systems, Inc. CONST Mac Faucets, LLC CONST John the Greek Painting Inc. CONST MacKenzie Engineering & CONST Johnson Structural Group, Planning, inc. Inc. CONST Majestic Mirror &Frame CONST Jones Sign Co, Inc CONST Majilite Corporation CONST Jonny Appleseed CONST Mall Silks Landscaping, Inc. CONST Marble Systems CONST Jrb Services of SFL LLC CONST March Associates CONST Justin David Textiles, LTD Construction Inc. CONST Kalisher CONST Marshall Best Security of FL DOCS DI;225263.139566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 20 of 63 CONST Masland Carpets CONST Outfront Media LLC Corp CONST Matrix Structural Engineers CONST Pacesetter Personnel CONST Maven Foodservice Group Services Inc. CONST Pacific Carpets, Inc. CONST MaxiGraphics, Inc. CONST Pacific Garage Doors & CONST MC Electric Gates Inc. CONST MDC Wallcoverings CONST Pacific Traffic Control Inc. CONST Mercury Permits Inc. CONST Page Contracting, LLC CONST MET Laboratories, Inc. CONST PALECEK IMPORTS INC CONST Meyda Lighting CONST Panyu Corp. dba Kannoa CONST Meyer Consulting CONST Parkway Construction & Engineers, Inc. Assoc. CONST MiamiView of South Florida CONST Pattison Sign Group Inc. LLC CONST Pearson Management CONST Micro Matic USA, Inc. Group, Inc. CONST Mike Stilkey LLC CONST Permitting Consultants LTD CONST Milrose Consultants Inc. CONST Perspective Glass Company, CONST Mindo-USA, Inc. Inc CONST Miranda, Emily CONST PeterTunney Experience of CONST Moki Mobility, Inc. New York LLC CONST Momentum Group CONST PGAL Corp CONST Moonshine Lamp CONST Phillip Jeffries LTD CONST MOORE & GILES INC. CONST Phillip Johnson, Inc. CONST Moore Twining Associates, CONST Phillips Collection, Inc. inc. CONST Phoenician Arts S.A.R.L. CONST Mooring Recovery Services, CONST Phoenix Day inc. CONST Pinecrest Development, LLC CONST Motivo Furniture CONST Pineda, Daniel Argueta CONST Mount Rose Contractors, CONST PlanGrid Inc. LLC CONST Plush Fabric-Home Interiors CONST Multivista DC -Baby M, LLC CONST Multivista System LLC CONST Pollack CONST Norstone-Rassan Trading, CONST Powerline Electric Co. Inc. CONST Preciosa international, Inc. CONST Northeast Electrical CONST Premier Coatings LLC, DBA Contractors, Inc. Premier Garage CONST Nouvelle LLC CONST Presidio Networked CONST NOVA Engineering & Soutions Environmental, LLC CONST Prestige Maintenance of CONST Nutting Environmental of South Florida Florida, Inc. CONST Print-It Usa.com CONST NY Art Installation, Inc CONST QC Laboratories, Inc CONST Office Elements Inc. CONST Quality Imaging Services CONST Old Hickory Tannery Inc CONST R. A. Smith, Inc. CONST On-Site Acoustic Testing CONST RCC Associates, Inc. CONST Optima Leathers CONST Regency Lighting CONST Opustone LLC DOCS D~:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 21 of 63 CONST Reliable IT LLC dba CONST Southeast Woodcrafters, Broadleaf Group Inc. CONST Restaurant Design Intl.lnc CONST Southern Certified Inc. CONST Restoration Arts &Lighting CONST Sparks Custom Fabrication CONST RESTORATION HARDWARE CONST Sparks Interiors Inc INC CONST Spence Diamonds US Corp CONST Restoration Hardware, Inc. CONST SPG3 CONST RG Construction Consultant CONST Spinneybeck Int CONST Sponge Cushion Inc CONST Riechers, Danielle CONST StageSpot, LLC CONST Robert Allen Group CONST Stalk Market CONST Robinson Construction Co. CONST Stiles Corporation CONST Romo, Inc. CONST Stoneline Designs, Inc. CONST Ron Wilson Installations CONST Strobel, Steven C. CONST Room &Board Business CONST Studio Architects Interiors LLC CONST Studio K Design, LLC CONST Rosenbaum Fine Art Inc. CONST Stys Hospitality Initiative CONST Rothschild Downes Stys LLC CONST Summer Classics Contract CONST RTI Hospitality CONST Sun Sense Window Tint, CONST Rubicon Engineering Inc. Corporation CONST Suncoast Tile &Flooring CONST Rudy's Cinema installations, Inc. LLC CONST Superior Fire Inc. CONST Salem Engineering Group, CONST Superior Seating Hospitality Inc CONST Sustainable Supply PLC CONST Sawyer Twain LLC CONST Swavelle Hospitality, LLC CONST SBR Construction, Inc. CONST Thales e-Security, Inc. CONST Scottsdale Art Factory LLC CONST The Peter Tunney CONST SDQ Fee, LLC Experience LLC CONST SGM Engineering, Inc. CONST The Pottery Patch Int'I. Inc CONST Shades By Design, Inc. CONST The Shade Experts USA LLC CONST Shaw Industries, Inc. CONST Thomas, R Aaron CONST Shawmut Design and CONST Tile &Marble Collection Construction CONST Timon Harris CONST Shelba D. Johnson Trucking CONST TK Architects International, Inc. Inc. CONST Sign Centrix Inc. CONST TNT USA Inc. CONST Signal Sign Company, LLC CONST Topciment USA CONST Signs Now CONST Total Quality Fire &Security CONST Sklar Furnishings Inc. CONST Skyframe &Art Inc CONST Tuuci Worldwide LLC CONST Slater Glass and Mirror CONST Two Zero Six, LLC CONST Smart Candle LLC CONST Ultimate Creations LTD CONST Smith & Deshields, Inc. CONST Union Flooring Installations CONST Solar Electric Systems, Inc. LLC CONST Sonics ESD Div.Of Barath CONST Urban Engineers, Inc. Acoustics, Inc. llOCS DE:2252631 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 22 of 63 CONST US Ice Machine Contract Sysco Chicago, Inc. Manufacturing Contract Warner Bros. Pictures CONST USGN, Inc. Domestic CONST Uttermost Co. Contract WM Yonkers Hauling CONST Van Wagner DBAs Big Daddy's Brew and Que Communications, LLC DBAs City Perch CONST Veritas Architectural DBAs iPic theatres Solutions, Inc. DBAs Tanzy CONST Vertex Companies, Inc. DBAs The Tuck Room CONST Villa Lighting Supply Inc. DBAs The Tuck Room Tavern CONST Vintage Industrial LLC DEBTOR Delray Beach Holdings, LLC CONST VR Electric, Inc. DEBTOR iPic Entertainment Inc. CONST Walton Signage, Ltd DEBTOR iPic Gold Class Holdings LLC CONST Ward Carpenter Engineers DEBTOR iPic Media LLC Inc. DEBTOR iPic Texas, LLC CONST WEL International 1, Inc. DEBTOR iPic-Gold Class CONST Williams Scotsman, Inc. Entertainment, LLC CONST Window Collections Director Andrew Essex CONST Winningham & Fradley, Inc. Director Dana Messina CONST WINSTON FURNITURE Director George Philip COMPANY OF Director Robert Kirby ALABAMA LLC FILM 1821 Media Group CONST Wolf-Gordon Inc. FILM 20th Century Fox CONST Wood Goods Industries, FILM A24 Films LLC Inc. FILM Abramorama, Inc. COIVST Woodland Creek Furniture, FILM Amazon Content Services, Inc. LLC CONST Wright Consulting Engneers FILM Annapurna Releasing LLC CONST Wulf Installations, Inc. FILM Arts Alliance Distribution, Contract AAA Carting &Rubbish Inc. Removal, Inc. FILM Aviron 1701, LLC Contract Be Found Online, LLC-BFO FILM BGP Releasing LLC Contract DB +Partners, LLC FILM Bleecker Street Media, LLC Contract Excell Auto Group FILM BMG Contract Gabby Cortes FILM Briarcliff Entertainment LlC Contract IMCII, Inc. FILM By Experience, Inc. Contract JCW Consulting, LLC FILM CBS Films Inc. Contract Lila Abramson FILM Cinedigm Content & Contract Marketing Performance Entertainment Group Group, Inc FILM CineGalaxy, Inc. Contract Outdoor Media Alliance FILM CinemaLive Contract Sarah Payton FILM CJ Entertainment America Contract Sony Pictures Classics Inc. LLC Contract Sony Pictures Releasing FILM Cohen Media Group, LLC Corporation FILM Easter Moon Films, LI.C- Contract Specialized Fire &Security, Fabrice 0 Joubert Inc. FILM Emerging Pictures DOCS DE225263.139566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 23 of 63 FILM Entertainment Studios FILM Swank Motion Pictures, Inc. Motion Pictures FILM Syndctd Entertainment LLC FILM EuropaCorp Films USA, Inc. FILM The Art Seen -Edward FILM Film District Distribution, Aronoff LLC FILM Trafalgar Releasing Limited FILM FiimRise FILM Traverse Media lLC FILM Focus Features FILM Universal Film Exchanges FILM Freestyle Releasing, LLC FILM Utopia Films LLC FILM IDP Distribution FILM Vista Films International FILM IFC In Theaters LLC FILM Walt Disney Studio Pictures FILM Janus Films Company LP FILM Warner Bros. Distribution FILM LD Entertainment, LLC Inc. FILM Lionsgate FILM Warner Brothers FILM Magnolia Pictures LLC FILM Weinstein Company FILM MGM FILM Zamo Enterprises LLC FILM Mirror Releasing, LLC INSURANCE AFCO Credit Corporation FILM Mondo Tees LLC INSURANCE Allstate Benefits -GAP FILM Mongo DB Inc. Insurance FILM Music Screen Ltd INSURANCE American Bankers FILM Neon Rated LLC Insurance Company of FILM Netflix Studios FL FILM Netflix Studios, LLC INSURANCE American Heritage Life FILM Nth Games, Inc. Insurance Company FILM Ocean Avenue INSURANCE AMWINS Brokerage of Entertainment, Inc. Alabama-Birmingham FILM Open Road Films LLC INSURANCE Conexis FILM Orion Releasing LLC INSURANCE Everest Indemnity FILM Our Alchemy, LLC Insurance Co. FILM Paramount Pictures / INSURANCE First American Title Dreamworks Insurance Co FILM Park Circus, Inc. INSURANCE Flatiron Capital FILM Pure Flix Entertainment LLC INSURANCE Florida Blue FILM RML Distribution Domestic, INSURANCE Florida Combined Life LLC INSURANCE General Security Ins. Co of FILM Roadside Attractions Arizona FILM Rock Fuel LLC INSURANCE Humana FILM Rocky Mountain Pictures INSURANCE Ironshore Specialty FILM Saffron Splash LLC Insurance Co. FILM Satellite of Love LLC INSURANCE Landmark American FILM Screenlive Entertainment Insurance Co. Limited INSURANCE Lloyd's of London FILM Screenvision Direct, Inc. INSURANCE Maryland Unemployment FILM Sony Picture Classics Insurance Fund FILM Sony Pictures INSURANCE MassMutual Financial FILM SpectiCast Group FILM STX Financing, LLC INSURANCE Maxum Indemnity Co. FILM Summit Entertainment LLC DOCS D~2252631 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 24 of 63 INSURANCE Neighborhood Health Landlord/Notice Lincoln Property Partnership, Inc. Management INSURANCE Premium Funding Landlord/Notice LVA4 Atlanta Colony Associates, Inc. Square, L.P. INSURANCE QBE Insurance Corporation Landlord/Notice Macerich Company INSURANCE Solstice Benefits, Inc. Landlord/Notice Metropica Series C Venture, INSURANCE Standard Security Life Ins. LLC Co. of NY Landlord/Notice Mizner Park Office Plaza INSURANCE The Hanover Insurance Landlord/Notice Nahai Law Group Company Landlord/Notice NW MFP Norwalk Town INSURANCE United Healthcare Center II LLC INSURANCE Unum America Landlord/Notice OMB Houston, LP INSURANCE Unum Life Insurance Landlord/Notice One Colorado Investments Company of America LLC INSURANCE Willis of Alabama Inc Landlord/Notice Paul Hastings LLP Landlord/Notice Aabroetum of South Landlord/Notice PPRT Redmond Retail I LP Barrington, LLC Landlord/Notice Saber Dobbs Ferry, LLC Landlord/Notice ABT Owner 1, L.P. Landlord/Notice SOF-IX PB Owner, L.P. Landlord/Notice American Realty Advisors Landlord/Notice South Street Seaport Landlord/Notice Avco Center Corporation Limited Partnership Landlord/Notice BPP East Union LLC Landlord/Notice The Arboretum of South Landlord/Notice Continental Real Estate Barrington Companies Landlord/Notice The Domain Mall II, LLC Landlord/Notice Crocker Downtown Landlord/Notice The Promenade at Business Bolingbrook Landlord/Notice Crocker Downtown Landlord/Notice Ulmer &Berne LLP Development Assoc. Landlord/Notice Village FV, Ltd. Landlord/Notice Day Pitney LLp Landlord/Notice Westerman Ball Ederer Landlord/Notice Delray Beach 4th & 5th LEGAL ADAAG Consulting Services, Avenue, LLC LLC Landlord/Notice Dezer Intracoastal Mall LLC LEGAL Adams &Duncan, Inc. P.S. Landlord/Notice FC Janes Park, LLC LEGAL ADR Services, Inc. Landlord/Notice Federal Realty Investment LEGAL Akerman LLP Trust LEGAL Akerman Senterfitt LLP- Landlord/Notice Friedman, Enriquez & LEGAL Arnstein &Lehr Carlson, LLP LLP Landlord/Notice Gables Residential Services LEGAL Ballard Spahr Landlord/Notice General Growth Properties, LEGAL Bartelt Reporting, LLC Inc. LEGAL Beresford Booth PLLC Landlord/Notice GGP-Mizner Park LLC-Office LEGAL Berliner, Robert, W, Jr Series LEGAL Bernstein Osber-Braun, LLC Landlord/Notice Goulston &Storrs LEGAL Blank Rome LLP Landlord/Notice Katz & Korin, PC LEGAL Bleakiey Platt &Schmidt, Landlord/Notice Kieland Crossing, LLC LLP Landlord/Notice LBA IV-PPII-Retail, LI.0 LEGAL Blecher &Collins Landlord/Notice Lebanon 390 WR, LLC LEGAL Brooks & Kosloski LEGAL Buchanan Van Tuinen DOCS llE225263.1 3956(/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 25 of 63 LEGAL Burr &Forman LLP LEGAL Katten Muchin Rosenman LEGAL California Business Escrow, LLP Inc LEGAL Ketel Thorstenson LLP LEGAL Carr Maloney P.0 LEGAL Kramer Levin Naftalis & LEGAL Chiesa Shahinian & Frankel LLP Giantomasi PC LEGAL Law Offices of Matthias LEGAL ClearBridge Compensation Wagener Group LLC LEGAL Lipsky Lowe LLP LEGAL Commercial Real Estate Law LEGAL Littler Mendelson, PC Firm P.A. LEGAL Magna Legal Services, LLC LEGAL Core Consulting Group, Inc. LEGAL Manning &Kass Elirod LEGAL Craig Weinstein Attorney LEGAL Martin Frost &Hill Trust Account LEGAL Metcalf Mediation LEGAL Cuddy &Feder, LLP LEGAL Moskowitz, Mandell, Salim LEGAL D4 LLC John K Holland MBR & Simowitz, PA LEGAL Dickinson Wright PLLC LEGAL Nahai Law Group, APC LEGAL Drew Levitt Attorney at Law LEGAL North Shore Environmental LEGAL Econsult Solutions, Inc. LEGAL NRAI Corporate Services LEGAL EisnerAmper LLP LEGAL NYC Dept of Health- LEGAL Ena T. Diaz, P.A. inactive LEGAL Ferencik Libanoff Brandt LEGAL Ober, Kaler, Grimes & LEGAL Fire Rescue Department Shriver Miami Dade County LEGAL Office of Admin Trials & LEGAL Fox Rothschild LLP Hearings LEGAL Fried Frank Harris Shriver LEGAL OJF Services, Inc Jacobson LLP LEGAL One Beacon Surety Group LEGAL Garrett DeFrenza Stiepel LEGAL Ottmar &Associates Inc. Ryder LLP LEGAL Parkway Construction & LEGAL Gibbens &Associates, LLC Associates LEGAL Gibbons PC LEGAL Perkins Coie LLP LEGAL Glen Oaks LEGAL Peterson Geotechnical LEGAL Goren, Cherof, Doody, Group LLC Ezrol, PA LEGAL Phillips Dayes Law Group PC LEGAL Gotcha Legal Services, Inc. LEGAL Prose Court Reporting LEGAL GrayRobinson, P.A. Agency, LLC LEGAL HSBC Commercial Loan LEGAL Rai &Barone, PC Services LEGAL Reisner &King, LLP LEGAL Hunter, Taubman, Fischer & LEGAL Reynoldson, Conrad A. Li LLC LEGAL Roetzel &Andress LEGAL InfoLawGroup LLP LEGAL S&P Global Market LEGAL Ivey Engineering, Inc. Intelligence LEGAL Jackson Lewis PC LEGAL Sack, M Steven LEGAL Jackson Walker LLP LEGAL Shorall McGoldrick LEGAL Jameson Babbitt Stites & Brinkmann Lombard LEGAL Siegel &Moses LEGAL Jones Day LEGAL Signature Resolution, LLC LEGAL Joseph"Tad" Halbach DOCS DE2252E3.139566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 26 of 63 LEGAL Skelly &Muchmore, LIQUOR Carton Brewing Company Oberbillig, LLC LLC LEGAL Spielberger Law Group LIQUOR Castillo de Feliciana LEGAL State of Wisconsin Vineyard Winery LEGAL Steptoe &Johnson LLP LIQUOR Cavalier Spirits, LLC LEGAL Stoel Rives LLP LIQUOR Centennial Fine Wine and LEGAL Tannenbaum Heipern S Spirits LEGAL Thompson &Knight LLP LIQUOR Centex Beverage Inc. LEGAL Todd Smith, Esq LIQUOR Circle Brewing Company LEGAL Trey J. Blocker PLLC LLC LEGAL TriPoint Global Equities LLC LIQUOR Classic Dist &Bev Group LEGAL Weiner, Lynne & Corp Thompson, PA LIgUOR Classic Wines of California LEGAL Weiss Law Group LIQUOR Columbia Distributing LEGAL Weitz Law Firm, P.A. LIQUOR Crescent Crown Distributing Lender The Employees' Retirement LIQUOR Crow Vineyard &Winery System of AL LIQUOR Dallas Draught Company LIEN Butters Construction & LIQUOR Domaine Select Wine & Development Inc Spirits LIEN Technique Air, Inc. LIQUOR Franconia Brewing LIQUOR 7 Locks Brewing Company LIQUOR American Brewing LIQUOR Frederick Wildman &Sons Company LIQUOR Gabriella Importers, Inc LIQUOR American Spirits Exchange LIQUOR General Beverage Sales Co. Limited Milwaukee LIQUOR Angry Erik Brewing Ltd LIQUOR Glazer's Inc-AUSTIN LIQUOR Anheuser-Busch of Los LIQUOR Grape Expectations Angeles LIQUOR Griffin Beverages LLC LIQUOR Anheuser-Busch of New LIQUOR Haralambos Beverage Co. York LIQUOR Henry Steele Imports, LLC LIQUOR Artisan Distributing LLC LIQUOR Hi Time Wine Cellars LIQUOR Baying Hound Aleworks LIQUOR Holy Archangels Greek LIQUOR Beechwood Sales &Service Orthodox Monastery Inc. LIQUOR HorizonWines inc. LIgUOR Beekeeper Cellars LIQUOR Inception Wines, LLC LIQUOR Bingham Family Cellars LIQUOR Jailbreak Brewing Company, LIQUOR Blue Star International LLC Imports, LLC LIQUOR JS America Inc. LIQUOR BMC Fine Spirits LIQUOR Kane Brewing Co. LLC LIQUOR Boatique Winery LIQUOR Keg 1 Central Texas LIQUOR Bonaccorsi Wine Company LIQUOR Kohler Distributing LIQUOR Breakthru Beverage Company Corp Wisconsin LIQUOR Left Bank Wine Company, LIQUOR Brix City Brewing LLC Inc. LIQUOR Broken Bow Brewery, LLC LIQUOR Liberation Distribution, Inc LIQUOR Buffalo Bayou LIQUOR M Shiraz/Krush Wine & Spirits DOCS DE:225263,1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 27 of 63 LIQUOR Magnify Brewing, LLC LIQUOR USA Wine Imports, Inc. LIQUOR Maxwell Street Trading Co. LIQUOR Vindagra USA Inc. LIQUOR Mazza Wine Corp LIQUOR Vins Etrange/Strange Wines LIQUOR MHW Ltd Corp LIQUOR Vintage Wines, LLC LIQUOR Midwest Wine &Spirits, LIQUOR Vinum Wine Importing and Inc. Distributing LIQUOR Minu Import, Inc. LIQUOR Vision Wine Brands LLC LIQUOR Montgomery County LIQUOR VOS Selections Inc Government LIQUOR William Chris Vineyards LIQUOR Nash DIST.s Inc. LIgUOR Winebow, Inc. LIQUOR Odom Southern Holdings LIQUOR Wirtz Beverage Wisconsin LLC LIQUOR Young's Market Company LIQUOR Old &Rare Wine Company, Litigation Notice Duane Morris LLP LLC LITIGATION AMC Entertainment LIQUOR Pacific Wine Group Holdings, Inc. et al LIQUOR Park Street imports LLC LITIGATION Carter, Debra LIQUOR Patz &Hall Wine Company LITIGATION Darthard, Bree I. LIQUOR PG Fine Wines LITIGATION Diaz, Ezequiel LIQUOR Plumpjack Winery LITIGATION Joshua King LIQUOR PM Spirits Distributin Corp LITIGATION Khogyani, Soraya LIQUOR Polaner Selections LITIGATION Nielson, Johanna R LIQUOR Prime Wine &Spirits WA LITIGATION Ryan, Mary L. LIQUOR Purple Feet Wine, LLC LITIGATION Shah, Satyen LIQUOR Quench Fine Wines LITIGATION Slater, Nia LIQUOR Rare Wine Co. MARK & ADV 4lmprint, Inc. LIQUOR Republic. National -Pike & MARK & ADV Aba Agency Rose MARK & ADV ABC Radio Los Angeles, LLC LIQUOR Rombauer Vineyards, Inc. MARK & ADV ABlmages, LLC LIQUOR Royal Beverages, Inc. MARK & ADV About Faces Entertainment, LIQUOR Ryan William Vineyard and LLC Winery LLC MARK & ADV Alison Brod Public Relations LIQUOR Santa Monica Brew Works MARK & ADV Allen Hackey Team, LLC LLC MARK & ADV Alphagraphics - PLANO LIQUOR Silver Oak Cellars MARK & ADV Altice Media Solutions LIQUOR Singing Water Vineyards, MARK & ADV Alzheimer's Foundation of Inc. America LIQUOR Skeleton Key Brewery LLC MARK & ADV American Cinematheque LIQUOR Skurnik Wines &Spirits MARK & ADV American Red Cross Greater LIQUOR Small Lot Co-Op NY Region LIQUOR Spec's Liquors MARK & ADV American Retail Supply LIQUOR Strange Wines MARK & ADV Ancient Spanish Monastery LIQUOR T Edwards Wines Ltd MARK & ADV Andres Floral &Event LIQUOR Talley Vineyards Design LIQUOR Tefft Cellars MARK & ADV ARC LIQUOR Unfiltered Unfined Wines, MARK & ADV ARC-American LLC Reprographics LIQUOR Unique Wine Company, Inc. Company DOCS D~;225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 28 of 63 MARK & ADV Aria Rivera MARK & ADV CBS Television Stations, CBS MARK & ADV Arizona Republic Digital MARK & ADV Arizona Restaurant & MARK & ADV Ceisler Media and Issue Hospitality Assoc Advocacy MARK & ADV Arizona Restaurant Week MARK & ADV Center Stage Productions MARK & ADV Arquillos, Meiko Takechi MARK & ADV Centre for the Arts at MARK & ADV Art Department Mizner Park, Inc. MARK & ADV Aspect Ratio Inc. MARK & ADV Chang, Yu-Ning MARK & ADV Atlantic Ave-Mizan MARK & ADV Chicago Tribune Company Enterprises Inc. MARK & ADV Choi, Leah MARK & ADV Atomic Entertainment MARK & ADV Chris Evert Charities, Inc. Group LLC MARK & ADV Christopher Patrick Ernst MARK & ADV AZFoothills.com LLC MARK & ADV Ciffone, Laura MARK & ADV Ballet Florida Inc MARK & ADV Cinema Concepts Inc. MARK & ADV Banquet &Event Resource, MARK & ADV Cinema Edge LLC Inc. MARK & ADV CinerGy Works MARK & ADV Barbara Pfister Casting MARK & ADV City Book Media LLC MARK & ADV Basler, Philipp MARK & ADV Clear Channel Broadcasting MARK & ADV Bass Elements, Inc. Inc. MARK & ADV Bergen County the MARK & ADV Clearwind Media, Inc. Magazine MARK & ADV Coleman, Erik MARK & ADV Bethesda Magazine MARK & ADV Comcast Spotlight MARK & ADV Bibliowiez, Cindy MARK & ADV Community Impact MARK & ADV Biz Bash Media Newspaper MARK & ADV Boca Raton Museum Of Art, MARK & ADV Community News Group Inc. LLC MARK & ADV Bouqs Company MARK & ADV Cox Media Group MARK & ADV Bright Side Print &Promo- MARK & ADV Creative Coaltion Mary Topham MARK & ADV Creative Marketing MARK & ADV BrightEdge Technologies, Concepts Inc. MARK & ADV Culture Map -Houston MARK & ADV Brilliant DPI, Inc. MARK & ADV Culture Map, Gow Media MARK & ADV Britten Banners, Inc. LLC, SportsMap MARK & ADV Broward College MARK & ADV Cultured Magazine -Miami Foundation, Inc. MARK & ADV Cumulus Dallas - MARK & ADV BRT Outdoor, LLC KPLX/KTCK/KLIF MARK & ADV Buliseye Video MARK & ADV Cumulus Washington, DC MARK & ADV Business Council of MARK & ADV D. H. Vandiver, Inc. Westchester MARK & ADV Daily Herald Media Group MARK & ADV Business Develpment Board MARK & ADV Daily Voice LLC MARK & ADV Butler, Noreen MARK & ADV Dallas Observer MARK & ADV Buttle, Gregory E. MARK & ADV Davis, Marguerite MARK & ADV Buzz Monkeys MARK & ADV DB Partners MARK & ADV Cafeteria Films, LLC MARK & ADV DC Photobooth, LLC MARK & ADV Capitol Movement, Inc. MARK & ADV Delizioso Publishing, Inc. MARK & ADV Careers through Culinary MARK & ADV Deportes Media of Florida Arts Program LLC DOCS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 29 of 63 MARK & ADV Deuser, Ann M. MARK & ADV Franz Mahr Photography MARK & ADV Deutsch, Anthony LLC MARK & ADV Dine L.A. MARK & ADV Fresh Kids LLC MARK & ADV Dirt Box LLC MARK & ADV Front Room Photography MARK & ADV discovery Green MARK & ADV Fuchs, Karen Conservancy MARK & ADV Fulfillment Fund MARK & ADV DJ London Houston MARK & ADV Fuschillo, Ellen MARK & ADV DJPeoples LLC MARK & ADV Galante, Kendall MARK & ADV DMN Media MARK & ADV Gameday Media MARK & ADV dOMAIN Intergrated MARK & ADV Gannett Suburban MARK & ADV Dow Jones &Company, Inc. Newspaper MARK & ADV Downtown Media & MARK & ADV Gardner Family Limited Production Partnership MARK & ADV Duke Signs Inc MARK & ADV Girls on the Run Serving MARK & ADV Dylan & Jeni Studios MARK & ADV Global Parking Services Inc. MARK & ADV Econoprint, Inc. MARK & ADV Glowoptical Photography- MARK & ADV Edgewater Michael Lawson MARK & ADV Elect Shirley Johnson MARK & ADV Go Social Wise MARK & ADV Empire City Casino MARK & ADV Godley, Christopher T. MARK & ADV EMRG Media LLC MARK & ADV GOLDGENIE GLOBAL MARK & ADV Entercom Communications MARK & ADV Good Karma Broadcasting Corp LLC MARK & ADV Entercom Miami MARK & ADV Google, LLC MARK & ADV Entercom Seattle KNDD-FM MARK & ADV Gordon Creative Associates MARK & ADV Epic Advertising LLC MARK & ADV Gothamist LLC MARK & ADV Epsilon data Management MARK & ADV Grable Group, Inc LLC MARK & ADV Grace Santa Maria MARK & ADV Eric Medsker Photography MARK & ADV Grapevine Communications MARK & ADV EVENTRUGS LLC LLC MARK & ADV Exchange Media LLC MARK & ADV Graphic Village LLC MARK & ADV Faces By Arla and Company MARK & ADV Gravis Marketing Inc MARK & ADV Fahlgren, Brett MARK & ADV Great Scott Time Machine MARK & ADV Fashion &Style Events LLC Rentals MARK & ADV Flashpoint Graphix MARK & ADV Ground Truth -xAd, Inc. MARK & ADV Flavor Palm Beach MARK & ADV Guillen Jaime MARK & ADV Florence Fuller Child MARK & ADV Gulfstream Media Group MARK & ADV Florida Today Newspaper Inc. MARK & ADV Floridians for Economic MARK & ADV H Texas Magazine Leadership MARK & ADV HALO Branded Solutions, MARK & ADV Focus Group Latam Inc. MARK & ADV Food Bank for New York MARK & ADV Ralston Media LLC City MARK & ADV Happy Herald Newspaper MARK & ADV Foreman Jr., Randy MARK & ADV Haralux, LLC MARK & ADV Fort Lee Regional Chamber MARK & ADV Harry &David of Commerce MARK & ADV Hawke Media MARK & ADV Forward Artists NYC, LLC MARK & ADV HCP Aboard Publishing MARK & ADV France Publications, Inc. MARK & ADV Healthcare Newspaper DOCS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 30 of 63 MARK & ADV Hernandez, Henry MARK & ADV Kearney, Jay MARK & ADV Hillsides MARK & ADV KGBTexas MARK & ADV Hoffman, Carly MARK & ADV KHOU MARK & ADV Horton Photography, Inc. MARK & ADV KIRO-AM MARK & ADV Hotel Services Intl MARK & ADV KIRO-TV, Inc. MARK & ADV Houston Astros, LLC MARK & ADV KLAK-FM MARK & ADV Houston Chronicle MARK & ADV KMPS-FM MARK & ADV Houston Family Magazine, MARK & ADV KOOL-FM LLC MARK & ADV Korbel, Craig R MARK & ADV Houston PhotoBooth MARK & ADV Korea Daily MARK & ADV Houston Press, LP MARK & ADV Korean Broadcasting MARK & ADV Hubbard Broadcasting Network Inc. MARK & ADV Hubbard Radio Washinton MARK & ADV KPKX-FM DC LLC MARK & AI~V KPNX MARK & ADV HW Spring Training MARK & ADV KPNX-TV Complex LLC MARK & ADV KPRC TV MARK & ADV Ice Bulb LLC MARK & ADV KQMV-FM MARK & ADV Identity Links, Inc. MARK & ADV Krista Schlueter MARK & ADV iHeart Media MARK & ADV KRIV Entertainment Inc MARK & ADV KRTH-FM MARK & ADV iHeart Media Miami MARK & ADV KTAR-AM MARK & ADV iHeartMedia MARK & ADV KTLA-N MARK & ADV Illuminated Collective MARK & ADV Kyle Espeleta Photagraphy MARK & ADV Imago Style LLC MARK & ADV LA Weekly partnership MARK & ADV IMG College, LLC MARK & ADV Lakefront Communications MARK & ADV IMG Productions LLC MARK & ADV Lamark Media Group MARK & ADV Indeed, Inc. MARK & ADV LenneCo, Inc. MARK & ADV Innovative Artists Talent MARK & ADV Life Time, Inc MARK & ADV Interview, Inc. MARK & ADV Lightworm Productions, Inc. MARK & ADV Igbal, Arif MARK & ADV Lime Media Group, Inc. MARK & ADV Jacquie Jordan Inc. MARK & ADV List Partners, Inc. MARK & ADV Jar Media, Inc MARK & ADV Live Animals, Inc. MARK & ADV JasonLove.com MARK & ADV Local Houston Magazine MARK & ADV JES Publishing MARK & ADV Lone Star Pictures LLC MARK & ADV Jetsmarter inc MARK & ADV Los Angeles Blade LLC MARK & ADV JMG Magazine MARK & ADV Los Angeles News Group MARK & ADV 1N Silva Media LLC MARK & ADV Los Angeles Times Media MARK & ADV Joe Jenkins Photography Group MARK & ADV JONESWORK, LLC MARK & ADV Los Angeles Tourism & Parnership Convention Board MARK & ADV Jonsson Cancer Center MARK & ADV LoveJuliet LLC Foundation MARK & ADV Lovers Not Haters, Inc. MARK & ADV Journal Sentinel MARK & ADV Loving, Adrian C. MARK & ADV Junior League of Boca MARK & ADV Lucas Color Card Raton MARK & ADV Luxcior MARK & ADV Karsten Staiger MARK & ADV MACV Technology Inc Photography MARK & ADV MAD Outdoor, Inc. ROCS DE:2252(3.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 31 of 63 MARK & ADV Madden Media MARK & ADV New York Model MARK & ADV Magic of Oz Inc. Management MARK & ADV Marathon Printing MARK & ADV New York Public Radio MARK & ADV Marcotte, Aleksandra MARK & ADV New York Times Digital MA{2K & ADV Marine Toys for Tots MARK & ADV newBrandAnalytics, Inc. Foundation MARK & ADV News Channel 8 MARK & ADV Mark Bork Productions MARK & ADV Next Media Radio MARK & ADV Masefield, Maximo MARK & ADV Nikhil Shah dba NS MARK & ADV Matrix Broadcasting LLC Productions MARK & ADV Mautic, Inc. MARK & ADV NJ Advance Media MARK & ADV MaxPoint Interactive, Inc. MARK & ADV North Jersey Media Group MARK & ADV McLeod, Donald Edwin Inc. MARK & ADV MediaMax Network LLC MARK & ADV Nu Color Printing, Inc. MARK & ADV Meeting Professionals MARK & ADV NYC &Company International MARK & ADV NYC Community Media LLC MARK & ADV Messer, Casey (Dettmer) MARK & ADV Ocean Drive Magazine MARK & ADV Miami Dade College MARK & ADV Old Pasadena Management Foundation, Inc. MARK & ADV Olson Visual, Inc. MARK & ADV Miami Herald Media MARK & ADV Options for Life Foundation Company MARK & ADV Outsmart Magazine MARK & ADV Michael 1. Fox Foundation MARK & ADV Pace Communications MARK & ADV Mid Atlantic Media, LLC MARK & ADV Packair Airfreight Inc. MARK & ADV Miles, Douglas K MARK & ADV Paddock Publications MARK & ADV Milwaukee Radio Alliance, MARK & ADV Palm Beach Int'I Film LLC Festival, Inc. MARK & ADV Modern Home Tours, LLC MARK & ADV Palm Beach Media Group MARK & ADV Modern Luxury-DM Luxury North LLC LLC MARK & ADV Pamal Broadcasting LTD MARK & ADV Mommy Poppin MARK & ADV Panther Athletic Booster MARK & ADV Montgomery Magazine Club, Inc. MARK & ADV Mustache, LLC MARK & ADV Parker Siglin MARK & ADV National Association of MARK & ADV Pasadena Now, LLC Catering MARK & ADV Patch Media Corp MARK & ADV National Multiple Sclerosis MARK & ADV Patrick J Clayton Society Productions, LLC MARK & ADV National Pen Co, LLC MARK & ADV Pelonkey, inc. MARK & ADV Nativo, Inc. MARK & ADV Penske Business Media LLC MARK & ADV Neekola Entertainment, LLC MARK & ADV Phlipz, LLC MARK & ADV Neighborhood Networks MARK & ADV Phoenix Business Journal Publishing MARK & ADV Phoenix Fashion Week MARK & ADV Nei-Turner Media Group, MARK & ADV Phoenix New Times Inc MARK & ADV PR Newswire Association MARK & ADV Neuman's Kitchen Inc. LLC MARK & ADV New Deal Studios, Inc. MARK & ADV PR Tesss, LLC MARK & ADV New Jersey Familiy MARK & ADV Premiere Printing And MARK & ADV New Times Miami Imaging MARK & ADV Press Cabinet, Inc. DOGS Dr225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 32 of 63 MARK & ADV Print Source One, Inc. MARK & ADV SocialCentiv MARK & ADV Print Time inc, Arizona MARK & ADV South Florida Sun Time MARK & ADV Professional Technical MARK & ADV Southeastern Printing Co, Service Inc MARK & ADV Profiles, Inc. MARK & ADV Southern California Media MARK & ADV PromoShop, inc. Group MARK & ADV Proper Villain MARK & ADV SPEC Concepts, Inc. Entertainment, LLC MARK & ADV Spectrum Reach MARK & ADV PullupDisplayscom, Inc. MARK & ADV Sprinklr, Inc. MARK & ADV Quality Sign &Marquee MARK & ADV SPS Worldwide LLC MARK & ADV Raven Events, LLC MARK & ADV St. Eugene School MARK & ADV refuel Agency MARK & ADV State Fair Event MARK & ADV Red Bear Partners, LLC Management MARK & ADV Red Promotions Inc. MARK & ADV Steinberg Group MARK & ADV ReelzChannel LLC MARK & ADV Stern Bloom Media Inc. MARK & ADV Refresh Miami Inc. MARK & ADV Stocco, Christine Perrin MARK & ADV Relentlessbeats LLC MARK & ADV Strathmore Hall MARK & ADV Restaurant Association Foundation, Inc. MARK & ADV Revamped Media, Inc. MARK & ADV Straus Media-Manhattan, MARK & ADV Richman Media Group LLC LLC MARK & ADV Rickety Boat Media LLC MARK & ADV Sunset Marketing MARK & ADV Right Brain Left Brain Works MARK & ADV Super Jay the DJ Inc MARK & ADV Sweet Times 4 All MARK & ADV Riot Creative Imaging MARK & ADV Swinney, Michael MARK & ADV Riviera Broadcasting MARK & ADV Synergy Direct Response MARK & ADV Rockbot, Inc MARK & ADV Synthesis Network Inc. MARK & ADV Rockville Chamber of MARK & ADV Tasting Table Commerce, Inc. MARK & ADV Team Boca MARK & ADV Ron Rubin Events MARK & ADV TEDxBethesda MARK & ADV Rose Moser Allyn Public MARK & ADV The Children's Charity of So MARK & ADV Round House Theatre Cal MARK & ADV Rubenstein MARK & ADV The Gab Group, Inc. Communications Inc. MARK & ADV The Palm Beach FAX MARK & ADV Saga City Media Inc Company MARK & ADV Saint-Vil, Ronald MARK & ADV The Rivertowns Enterprise MARK & ADV Sam Rubin Entertainment, MARK & ADV The Snowball Group Inc. MARK & ADV The Valley Table Inc. MARK & ADV Samson, Stephan MARK & ADV TheaterMania.com MARK & ADV Sause, Michael MARK & ADV Time Out America MARK & ADV Savage Stephen MARK & ADV Time Warner Cable - MARK & ADV SDQ Fee LLC 101366 MARK & ADV Share Inc. MARK & ADV Time Warner Cable - 26685 MARK & ADV Share Our Strength, Inc MARK & ADV Time Warner Cable - 27908 MARK & ADV Signs By Tomorrow MARK & ADV Time Warner Cable Media MARK & ADV Simply the Best Magazine MARK & ADV Times Media Group MARK & ADV Singleplatform LLC MARK & ADV Today Media MARK & ADV Smartum Inc DOCS Dr225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 33 of 63 MARK & ADV Total Austin Sports Radio, MARK & ADV WEPN-FM Radio, Inc. LLC MARK & ADV West World Media MARK & ADV Total Entertainment MARK & ADV Westchester County MARK & ADV Town and Country Event Department of Health Rentals MARK & ADV Westchester NY Moms MARK & ADV Trends Corporation MARK & ADV Westchester, Emma MARK & ADV Tuesday's Children MARK & ADV Westfair Communications, MARK & ADV UCLA Students Media Inc. MARK & ADV Under a Bushel MARK & ADV Westside Food Bank Photography MARK & ADV WFAN-AM/FM MARK & ADV United Friends of the MARK & ADV WIAD-FM Children MARK & ADV Wilhelmina International MARK & ADV United States Bartenders LTD Guild MARK & ADV Will Rogers Motion Picture MARK & ADV Unity Media Group LLC Pioneers Fund MARK & ADV Universal Midwest Inc. MARK & ADV Williams-Sonoma, Inc MARK & ADV Urban Allen, LLC MARK & ADV Windsor Outdoor, LLC MARK & ADV Urban Harvest Inc. MARK & ADV Winmo- MARK & ADV US Media Consulting LLC MARK & ADV Wisdom Digital Media, LLC MARK & ADV USA Dance Inc. MARK & ADV Wizard Creations MARK & ADV Valet King LLC MARK & ADV WLUP-FM, WKQX-FM MARK & ADV Vantage Advertising LLC MARK & ADV WME IMG Holdings, PLC MARK & ADV Variety -The Childrens MARK & ADV Women In Business.Org Charity of L.A. MARK & ADV WPEC-TV Sinclair Television MARK & ADV Variety Boys & Giris Club Group Inc MARK & ADV VCorp MARK & ADV WPLG MARK & ADV Venue Labs MARK & ADV WSCV, WTVJ MARK & ADV VeriTES MARK & ADV WSVN MARK & ADV Viamedia INC MARK & ADV WTTG MARK & ADV Victory Group, Inc. MARK & ADV YELP INC MARK & ADV Village Voice MARK & ADV You Produce Studios, Inc. MARK & ADV Visiting Media LLC MISC ACC Annual Meeting MARK & ADV Vogt, Blake MISC AI Jacquet Campaign MARK & ADV Voice Media Group Inc MISC ALSAC/St Jude CHildren's MARK & ADV Voice Media Group Inc, Research Hosp MARK & ADV Vox Media, Inc. MISC American Stock Transfer & MARK & ADV WABC-AM Trust /AST MARK & ADV Wagstaff Worldwide Public MISC Amersol, Inc MARK & ADV Walk On MISC Andrews Party Rental MARK & ADV Walter Schupper MISC Angela Zausch Management Corp MISC ASCAP MARK & ADV Washington Post MISC Autism Speaks, Inc. MARK & ADV Washingtonian Magazine MISC A-Way 2 Go Balloons & MARK & ADV WDCW-TV Special Events Inc MARK & ADV Webedia Entertainment LLC MISC Bennett, Wayne M. MARK & ADV Wells, David S. MISC Bill Hager for State MARK & ADV WEPN-AM Radio, Inc. Representative DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 34 of 63 MISC Boys &Girls Harbor, Inc. MISC Fire Department of New MISC Cable for Humanity York MISC Carlease.com MISC Fire Productions, LLC MISC Carlson, Nichole MISC Florida Republican MISC Central Alabama Senatorial CrimeStoppers MISC Floyd, Joseph MISC Chair Up Inc MISC Focuscorp Ltd MISC Chase Wolfe MISC Goodeve, Henry Phillip MISC Chavez, Gregorio Maciel MISC Gyenerman, Gaytan MISC Child Protect, CAC MISC Hancock, Laura MISC Children's National Medical MISC Harris, Matthew Center MISC Hattie Robinson MISC Children's Right MISC Hilton New Orleans/St MISC Chris Welker Charles MISC CineVizion, LLC MISC Houston Food Bank MISC Citizens for Claar MISC Hyatt Place Fair MISC City of Hollywood Lawn/Paramus MISC Classic Party Rentals MISC Illinois Dept of Employment MISC College Hunks Hauling Junk Security and Moving MISC Jewish Community Center MISC Common Threads MISC Jose Felix Diaz Campaign MISC Community Child Care MISC Junior League of Houston, Center Inc. MISC Coon, Jonathan MISC Kanter, Kirk MISC Courtyard By Marriott MISC Kathy Deffke Aventura MISC Key Air, LLC MISC Cummings, Debbie MISC Kubanka, Stephanie MISC David Petroff MISC Libby, Judy MISC Davis Jeffery MISC Liebling, Tammy MISC DC Central Kitchen, Inc. MISC Little Sisters of the Poor MISC Delaney, Margaret MISC Lopez, August MISC Delray Beach Public Library MISC Los Angeles Times MISC Designs By Giacomo MISC Louis H. Klimczak MISC Dobransky, Richard R. MISC Lower Manhattan Cultural MISC Dorsett, Travis Price Council MISC Doug Schommer MISC Mack Bernard Campaign MISC Doyle, Erin MISC March of Dimes Foundation MISC Dunbar Security Products, MISC Mariana's Painting Services Inc cash bags MISC Martha's Table Inc. MISC Elect Jeremy Rodgers MISC Match Point. Inc. MISC Engineers Country Club MISC Memorial Foundation MISC Father Purcell Memorial MISC Mengarelli, Stephanie Exceptional MISC Messina, Dana MISC Felder, Maria MISC Minker, Scott MISC Film Expo MISC Moreno-Silva, Maria MISC Finley, Juanita C MISC Motion Picture Club MISC Nathan Bublitz DOCS DE:2252E3.139566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 35 of 63 MISC National Association of MISC ShowEast, Prometheus Black Global Media MISC National Car Rental MISC Skorobohaty, Scott MISC National Center for Missing MISC Skorobohaty, Scott J. MISC Newland, Michael MISC So, Rochelle MISC NIH Recreation &Welfare MISC South Street Seaport MISC On the Spectrum Museum MISC Partners In Catholic MISC Springhill Suites Education MISC Star of Hope Mission MISC Patterson, Stephanie MISC Step-Success Through MISC PC Connection Sales Education Program Corporation MISC Stone, David MISC Peers, Mamie MISC Susan G. Komen Houston MISC Perhach, Katie MISC Susan Haynie for Mayor MISC Piekarski, Lee MISC Teen Line MISC Pillsbury Winthrop Shaw MISC The Children's Charity Pittman LLP international MISC Placher, Marion MISC The Children's Charity of MISC Prometheus Global Media, Georgia LI.0 MISC The Children's Village MISC PSAV/ AVSC Holding Corp- MISC The Pap Corps Ocean Reef MISC Thomson, Andy Campaign MISC Qualtrics, LLC MISC Tom Carney for Mayor MISC REDCAT MISC Toyota Motor Credit MISC Reese Unity District Library Corporation MISC Republican Party of Florida MISC Trombello,lanice MISC Residence Inn by Marriott- MISC Truth in Politics, Inc Tallmar Inc MISC University Career Center MISC Rittenhouse Row MISC VA Medical Center MISC Rob Bradley Senate MISC Vital Flight Inc. Campaign MISC W Fort Lauderdale MISC Romeoville Area Chamber MISC Westchester Jewish of Commerce Community Services MISC Runyan, Tom MISC Westchester Medical MISC Ryan Kerrigan's Blitz Center MISC Ryan LLC MISC Westin Lake Las Vegas MISC SafeFoodTest.com Resort &Spa MISC Salsburg, Yvonne MISC Westwood Presbyterian MISC School Board of Palm Beach Church County, FL MISC Wicket', Emily MISC Sephora MISC Williams, Scott MISC Shelly Hendrickson Notice Cork-Howard Construction MISC Shiseido Americas Company Corporation NOTICE District Director MISC Shonna James NOTICE Elien W. Slights, Esq. Communications, LLC Notice Hartman, Simons &Wood LLP ROCS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 36 of 63 NOTICE Internal Revenue Service PROF SERV Boca Raton Transportation, Notice Jackson Walker L.L.P. Inc. Notice Lionstone Investments PROF SERV Brad Metzger Restaurant NOTICE Mark Schonfeld, Esq. Solutions Inc. NOTICE Matthew Berry, Esq. 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LEMAITRE PROF SERV Curvey 1r., Marcus PROF SERV Anthony Joseph Design Randolph Studio PROF SERV Cypress Hospitality Group PROF SERV Arsen's Oriental Rugs PROF SERV D&K Builders, Landscaping PROF SERV B R Solutions Group lLC and Plowing PROF SERV Banks, Carl PROF SERV Daszkal Bolton PROF SERV BDO USA LLP PROF SERV Davis, Christopher PROF SERV Belcher, Whitney L. PROF SERV Davis, Mark E. PROF SERV Besthesda Custom Framing PROF SERV DinerlQ Inc. PROF SERV Blake MacDiarmid, Inc. PROF SERV Direct Technology Group, PROF SERV Biatteis & Schnur, Inc. Inc. PROF SERV Blue Lake Realty, LLC PROF SERV Drifty Co PROF SERV Bob Brown Service PROF SERV Dugan Staffing Solutions, Solutions, Inc. Inc. PROF SERV Edgar Agents LLC DOCS D~225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 37 of 63 PROF SERV EHS Management Group of PROF SERV Hugh's Catering FL, Inc. PROF SERV Hyperformance Media PROF SERV Elake Enterprise LLC. 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REP &MAIN Sheldon Enterprises, Inc REP &MAIN River City Tile &Remodel REP &MAIN Shield Lock & REP &MAIN River City Window Cleaning SecurityService,LLC REP &MAIN RKS Plumbing and REP &MAIN Singer Equipment Company Mechanical, Inc. DBA M. Tucker REP &MAIN RL Signs, LLC REP &MAIN Sit Well Upholstery REP &MAIN RMG 11 Inc. REP &MAIN Skyhigh Building REP &MAIN Rogers Electric Maintenance Inc. REP &MAIN Ron the Plumber REP &MAIN Skylight Window Films LLC DOCS UE:225263.] 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 46 of 63 REP &MAIN Skyline Window Cleaning, REP &MAIN Thyssenkrupp Elevator Corp Inc. REP &MAIN Titus Electrical Contracting REP &MAIN Skyway Window Cleaning LP Corp REP &MAIN TJ Everlasting Contractors REP &MAIN Smart Care Equipment Corp. Solutions REP &MAIN TOES Enterprises, Inc. REP &MAIN Smithco WPB Inc. REP &MAIN Town East Heating REP &MAIN Southern California REP &MAIN TransCeramica Cinetech REP &MAIN Tri-City Electrical REP &MAIN Southern California Contractors Fireplace LLC REP &MAIN Trinity Air of New Braunfels REP &MAIN Southern Prairie REP &MAIN Trinity Commercial Mechanical Services, LLC REP &MAIN Stainless Fixtures Inc- REP &MAIN 7ri-Signal Integration, Inc. Service Channel REP &MAIN Troon Glass LLC REP &MAIN Stanley Security Solutions, REP &MAIN Tropical Tile &Marble Inc. DIST.s Inc REP &MAIN Stanley Steemer REP &MAIN TSP Roof System, Inc. International, Inc. REP &MAIN Ultravac Services, Inc. REP &MAIN Stanley Steemer of South REP &MAIN United Refrigeration, Inc. Florida REP &MAIN Unlimited Electrical Contr. REP &MAIN Steve Belsito Sons, Inc Co REP &MAIN STM Advanced Window REP &MAIN USA Board Up &Glass Film Solutions Company REP &MAIN Story Elevator Solutions REP &MAIN USA Fire Protection, Inc. REP &MAIN Stuart Rose Heating REP &MAIN Vanda Ray Construction REP &MAIN Sub Zero HVACR Specialists, LLC REP &MAIN Suburban Elevator REP &MAIN Vantage Plumbing, Inc. Company REP &MAIN Vent Tec REP &MAIN Sun Snacks REP &MAIN Victor's Upholstery REP &MAIN Suncoast Air Engineering, REP &MAIN Vista Systems, Corp Inc. REP &MAIN Vital Mechanical Service, REP &MAIN Sunrise Window Cleaners, Inc. Inc. REP &MAIN VVV Corporation REP &MAIN Sunshine Cleaning Systems, REP &MAIN Walsh Equipment Repair, Inc. Inc. REP &MAIN Super Dry REP &MAIN Waterwerx Best REP &MAIN T.1. Maintenance, Inc. EP &MAIN West Coast Escalator REP &MAIN Taylor Plumbing, Inc. Cleaning LLC REP &MAIN Tech Savvy, LLC REP &MAIN West Coast Gaskets REP &MAIN Technical Inspection of DC REP &MAIN Western Fence Co Inc. REP &MAIN Western Mechanical, Inc. REP &MAIN Temperature Service Co, REP &MAIN Westland Heating & A/C. Inc. Inc. REP &MAIN Temperatures Unlimited REP &MAIN Westway Electric Systems, REP &MAIN Tempo Industries, LLC Inc. REP &MAIN Texas AirSystems, LLC DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 47 of 63 REP &MAIN WeWit LLC DBA WeWitness SUPPLIES FarFromBoring Promotions, Elevator LLC LLC REP &MAIN Wind River Environmental, SUPPLIES General Bottle Supply LLC Company REP &MAIN Window Tinf LA SUPPLIES Impulse Enterprises, LLC REP &MAIN WKTD - We Know the Corp Details SUPPLIES Magal, Ami REP &MAIN Worldwide Safe and Vault SUPPLIES No Touch Easy Gloves Inc. Inc SUPPLIES Progressive Specialty Glass REP &MAIN Zubras Electric, Inc. Co. Inc SECURED TEACHERS' RETIREMENT SUPPLIES Sperry Software, Inc. SYSTEM OF ALABAMA SUPPLIES Sunshine Provisions-E+M SECURED THE EMPLOYEES' SUPPLIES The Webstaurant Store, Inc. RETIREMENT SYSTEM SUPPLIES Trinity bynamic, LLC OF ALABAMA TAXES Alabama Department of SUBSCRIPT Arizona Cocktail Week LLC Revenue SUBSCRIPT BMI Inc. TAXES Ann Harris Bennett -Harris SUBSCRIPT Boca Raton Chapter of PAF County SUBSCRIPT Box Office Analyst, LLC TAXES Arizona Corporation SUBSCRIPT Conference and Visitors Commission Bureau TAXES Arizona Department of SUBSCRIPT Direct Cinema (North Revenue America) Inc. TAXES Arizona Dept of Liquor SUBSCRIPT Dropbox, Inc. Licenses Control SUBSCRIPT Drug Free Business TAXES Arizona Secretary of State SUBSCRIPT Evention LLC TAXES Arizona Unclaimed Property SUBSCRIPT Greater Boca Raton Unit Chamber of TAXES Bergen County Clerk Commerce TAXES Borough of Fort Lee SUBSCRIPT Greater Miami Convention TAXES Bourough of Paramus SUBSCRIPT Healthnetwork Foundation TAXES CA Dept of Alcoholic SUBSCRIPT Heritage Corridor Conv & Beverage Control Visitors Bureau TAXES CA State Controller's Office SUBSCRIPT Malwarebytes Corporation TAXES California Department of SUBSCRIPT Milwaukee Business Journal TAXES City of Austin SUBSCRIPT NATO National Assoc of TAXES City of Boca Raton Theatre Owners TAXES City Of Glendale SUBSCRIPT Paddock Publications- TAXES City of Houston SUBSCRIPTION TAXES City of Houston SUBSCRIPT Schaumburg Business TAXES City of Los Angeles Association Treasurer SUBSCRIPT Scottsdale Area Chamber of TAXES City of North Miami Beach Commerce TAXES City of Pasadena SUBSCRIPT Smartsheet Inc. TAXES City Of Redmond SUBSCRIPT Sports N Guide TAXES City of Scottsdale SUBSCRIPT SurveyMonkey Inc. TAXES City of Yonkers SUBSCRIPT WPO Santa Monica Bay TAXES Collin County Clerk DOCS Dr225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 48 of 63 TAXES Commissioner of Revenue TAXES Maricopa County Treasurer Services TAXES Maun, Kenneth L. TAXES Commissioner ofTaxation TAXES Miami Dade County and Finance TAXES Miami-Dade Tax Collector TAXES Comptroller of Public TAXES Montgomery County Accounts TAXES New Jersey Division of TAXES Cook County -Amusement Taxation Tax TAXES New York City Department TAXES Cook County Government of Finance TAXES Delaware Division of TAXES New York State Department Corporations of State TAXES Delaware Secretary of State TAXES New York State Filing Fee TAXES Delray Beach CRA TAXES NJ Div of Alcoholic TAXES Department of Alcoholic Beverage Control Beverage Control TAXES NY State Liquor Authority TAXES Department of Assessments TAXES NYC Department of Finance & Taxation TAXES NYS Corporation Tax TAXES Department of Assessments TAXES Office of Finance, City Of and Taxation Los Angeles TAXES Department of Financial TAXES Palm Beach County Tax Institutions Collector TAXES Department of Revenue - TAXES Sharon R. Bock, Clerk & State of WA Comptroller TAXES Department of State TAXES State Board of Equalization TAXES Dept of Business &Prof. TAXES State Department of Regulations TAXES State Of New Jersey TAXES Division of Alcoholic Bev & TAXES State of New Jesey Dept of Tobacco TAXES State of Washington Dept TAXES Division of Hotels and of Revenue Restaurants TAXES Tax Collector, Palm Beach TAXES Employment Development County Dept TAXES Texas Comptroller of Public TAXES Florida Department of Accounts Financial Services TAXES Texas Department of TAXES Florida Department of TAXES Texas State Comptroller Revenue TAXES Town of Fairview TAXES Florida Department of State TAXES Travis County Clerk TAXES Franchise Tax Board TAXES Travis County Tax Office Bankruptcy Section TAXES Treasurer, City of Glendale TAXES Harris County Clerk TAXES Treasurer, State of New TAXES Illinois Department of Jersey Revenue TAXES Village of Bolingbrook TAXES Illinois Liquor Control TAXES Village of S. Barrington Commission TAXES Virginia Department of TAXES King County Treasury Taxation TAXES Los Angeles County Tax TAXES Washington State Collector TAXES Waukesha County DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 49 of 63 TAXES Wisconsin Department of TRADE A+ Food Industry Revenue Inspections, Inc. TAXES Wisconsin SCTF TRADE A-1 Engravers &Advanced TAXES Wisconsin State Treasury Graphics TOP 30 America's Escape Game TRADE A-1 Services, Inc. TOP 30 Cardlytics Inc. TRADE AA Discount Restaurant TOP 30 Crowe LLP Supply TOP 30 Delray Beach 4th & 5th TRADE AA Party Rentals Avenue, LLC TRADE AAA Fulton Supply Inc. TOP 30 Driscoll Foods TRADE Aable Safety Clean TOP 30 Ecostruction LLC TRADE Accent Tabie Lighting Co. TOP 30 Hodges &Associates, PLLC TRADE Accubar (G4Technologies) TOP 30 ID &Design International, TRADE AccuCode Inc. Inc. TRADE Accurate Recharge &Fire TOP 30 Integrated Media Systms Suppression LLC TOP 30 IPFS Corporation TRADE Ace Microtechnology, Inc. TOP 30 Jackson Lewis P.C. TRADE Ace Parking Management, TOP 30 Lane Valente Industries Inc. TOP 30 Schindler Elevator TRADE Admiral Linen &Uniform Corporation TRADE ADP, INC. TOP 30 Softeq Development TRADE ADP, Inc.-BAYSHORE-BANK Corporation DEBIT TOP 30 Spencer Stuart TRADE ADT Security Services TOP 30 Stainless Fixtures Inc TRADE Advanced Filing Systems, TOP 30 Superl Sequoia Limited Inc. TOP 30 Sysco TRADE Advanced Mechanical Inc. TOP 30 TDC Fort Lee, LLC TRADE Advanced Processing and TOP 30 Universal Film Exchanges, Imaging, Inc. LLLP TRADE Advanced Theatre Services TOP 30 Village FV, Ltd -Rent TRADE Advantage Waypoint TOP 30 Yetter Coleman LLP TRADE Aggravated Wear TRADE 1570 Cinema Services LTD TRADE AimPoint Group TRADE 1-800-Water Damage TRADE Air Cycle Corporation TRADE 4th Ave Maps Inc. TRADE AireSpring Inc. TRADE 944 Magazine, LLC TRADE AJ Valet TRADE A & A Prof. Cleaning TRADE ALA, Inc. Service, Inc. TRADE Alabama Secretary of State TRADE A & E Security &Electronic TRADE Alarm Detection Systems Solutions Inc. TRADE A Plus Messenger Service TRADE Aldik Home Inc TRADE Alert Logic, Inc. TRADE A Vision Advertising TRADE Alexis Deblitz Resources TRADE All City Locksmith TRADE A. Barr Sales, inc. TRADE All Pro Beverage Systems TRADE A.A. Fire Equipment Co., inc. Inc. TRADE All Star Window Cleaning TRADE All States Mall Service II DOGS DE2252(3.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 50 of 63 TRADE All Vac &Central Vacuum TRADE Apothia Los Angeles Systems TRADE Apple Inc. TRADE Allegiant Partners, Inc. TRADE APS TRADE Allegra Print &Imaging- TRADE Arahull Services inc. POMPANO BCH TRADE Architextures TRADE Allen City Guide TRADE Argyle Security Group TRADE Allen Fairview Chamber of TRADE Arizona Cutlery & Commerce Sharpening Service Inc TRADE Alliance Contract Flooring TRADE Armor Affiliates Inc. Inc. TRADE Arno Decorating, Inc. TRADE Allied Fire and Security TRADE Arrow Glass &Mirror, Inc. TRADE AlliedBarton Security TRADE Arrowhead Commercial Services Equipment TRADE Allstate Party &Tent Rental TRADE ARS TRADE ALM Media LLC TRADE Artisan Wall Covering TRADE Alpha Baking Company TRADE Artstudio 1.0.1 Ltd. TRADE Alpha Billiards TRADE At Your Leisure Service, LLC TRADE Alphagraphics North Austin TRADE Atlas Party Rentals /Best TRADE AlphaGraphics/AUSTIN Chair Rentals TRADE Alphagraphics-Central TRADE Audio Video L.A. TRADE Alphagraphics-Greenway TRADE Aurora Tristate Fire TRADE AlphaGraphics-Scottsdale Prevention Co. Rd TRADE Austin American-Statesman TRADE Alpine Solar Control TRADE Austin Automatic Door TRADE Alsco, Inc. Solutions TRADE Alsco, Inc.- MD Pickett TRADE Austin Chamber Of Street Commerce TRADE Aluglas, LLC TRADE Austin Chronicle TRADE Ambrosi Cuter LTD CORP TRADE Austin Printing &Mailing TRADE Amdur Productions TRADE Austin-Travis County Health TRADE American Cinema Human Srvscs Equipment, Inc. TRADE Automatic Suppression & TRADE American Draft Systems lLC Alarm Systems TRADE American Executive TRADE Avitat Boca Raton Cleaning TRADE AZ Family.com TRADE American Express TRADE AZBIGMEDIA TRADE American Soda Fountain TRADE Azure Awnings Inc. TRADE American Turf and Carpet TRADE B & N Industries, Inc. TRADE Amerisign &Graphics, Inc. TRADE B.T.S. A/C & HTG, LLC TRADE AMP-Rite Electric Co. Inc. TRADE Badger Fire Protection TRADE Angelic Grove Safety Supply Co TRADE Ann Storck Center TRADE Badger Liquor-Inactive TRADE Annelise Linn TRADE Baker Commodities TRADE Antelope Entertainment TRADE Balch &Bingham, LLP ~~~, TRADE Balloon Art .~ APD Alarm Administration TRADE Bank of America r;e~~ Aplasticbag.com TRADE Barbizon Lighting Company DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 51 of 63 TRADE Barefoot Mailmoms, Inc TRADE Brown &Bigelow TRADE Bargreen Ellingson TRADE Bunyan's Commercial FoodService Firewood LLC. TRADE Barracuda Networks, Inc. TRADE Bureau of Elevator Safety TRADE Barrington Area Chamber TRADE Business Journal of Commerce TRADE Buyatab Online Inc. TRADE Bass Industries Inc. TRADE BW Plus Scottsdale TRADE Batteries Plus LLC Thunderbird Suites TRADE Bay Commercial Bank TRADE C & JM Services Inc. Escrow Services TRADE C.K.'s Lockshop and Security TRADE Bay Towel Ilnc. Center TRADE Bayshore Town Center TRADE C2C Environmental, Inc. TRADE Be Media, Inc. TRADE Cambridge Medical Group TRADE Beergas Company TRADE Capitol Candle TRADE Bella Bagno, Inc. TRADE Card Quest Inc. TRADE Ben Wilda TRADE CareerBuilder Employmen - TRADE Benson Systems Aurico TRADE Berkel Midwest Sales & TRADE Carisolo ,Inc. Service TRADE Carma Lee Teasley TRADE Besam Entrance Solutions TRADE Carol Fradkin TRADE Best Name Badges TRADE Carolyn Noori TRADE Best Of TRADE Cash Register Service Co., TRADE Better Party Rentals/Better inc. Rentals TRADE Castillo Repair and TRADE Beverly Hills Carpet Construction Corp. Cleaners Inc. TRADE Catalfamo Exotic Flooring & TRADE Bierman LLC dba Raider Tile Gallery Rooter TRADE Caterease TRADE Blizzard Entertainment TRADE CBS Radio TRADE Bob Lurie Glass Corp TRADE CDR Graphics, Inc. TRADE Bobs Business, Inc. TRADE CDW Direct TRADE Boca Aircraft Maintenance TRADE Ceanne Simmelink TRADE Boca Mizner Cleaners TRADE Celebrating Asian American TRADE Bohmann &Vick Inc. Heritage TRADE Bolingbrook Area Chamber TRADE Central DBA of Commerce TRADE CenturyLink TRADE Bonafide Lock &Safe, Inc TRADE CenturyLink - 52124 TRADE Borough of Fort Lee/Fire TRADE Ceridian Benefit Services, Prevention Inc. TRADE Brake Water Transport, Inc. TRADE Champion Solutions Group TRADE Brandon Transfer &Storage TRADE Chef Works, Inc. Co. TRADE Chicago Sun-Times TRADE Braun Linen Service Inc. TRADE Christian Martin TRADE Break It Down LLC TRADE Chuao Chocolatier TRADE Brent Johnson TRADE CigaNetworks, Inc.- TRADE Brink's Incorporated TRADE Cinema Equipment And TRADE Brower Tinting &Graphics Supplies DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 52 of 63 TRADE Cintas #22 TRADE Cozzini Bros., Inc. TRADE Cintas #769 TRADE CPI Promotions, Inc. TRADE Cintas Corporation TRADE CPT of South Florida, Inc. TRADE Cintas Corporation #426 TRADE Craig Steffen 1"RADE Cintas Corporation #460 TRADE Craters &Freighters of TRADE Cities West Publishing, Inc. Seattle TRADE Citron Sound Services DJs & TRADE Creative House Branding Musicians LLC TRADE City Carbonic Gas & TRADE Creative Lodging Solutions Welding Supply LLC TRADE City of Beverly Hilis TRADE Critical Spaces, Inc. TRADE City of Los Angeles TRADE CTL Marketing LLP TRADE City of Pasadena Fire Dept TRADE CueStix Inc. TRADE City Wide Maintenance of TRADE Custom Packaging & Washington LLC Products, Inc. TRADE CJS Global, Inc. TRADE Cylinder Central TRADE Clean Tec TRADE D.E.L. Professional Cleaning TRADE Clear Channel Outdoor Srvc Corp TRADE Clearwing Productions, Inc. TRADE D.T.S. Worldwide TRADE Clipper Mill Inc. Transportation TRADE CLTV -Tribune Company TRADE Dadepaper TRADE Colonial Parking, Inc. TRADE Danny Vegh's Home TRADE Color Ad Packaging Entertainment, LLC TRADE Commercial Custom TRADE Darling Ingredients, Inc. TRADE Commercial Specialties, Inc. TRADE Dataworks, dba Red Book TRADE CommunityLink Solutions TRADE Concur Technologies, Inc. TRADE Dauncey Construction, Inc. TRADE Conditioned Air Design, Inc. TRADE Dave &Buster's TRADE Consolidated Edison TRADE David Zuidema, Inc. Company of NY, Inc. TRADE DayMark Technologies TRADE Contina Edwards TRADE Dayton Freight TRADE Convergint Technologies TRADE Deborah Rittberg LLC TRADE Debra Greene TRADE Cook County Dept of TRADE DeFranco Plumbing Environ. Control TRADE Dell Business Credit TRADE Copper State TRADE Dell Marketing, LP Communications, Inc. TRADE Deluxe Business Checks TRADE Corporate Interiors, Inc. TRADE Deluxe Digital Cinema TRADE Costco Wholesale TRADE Deluxe Digital Media, Inc.- TRADE Costco Wholesale -West DDC Plano TRADE Deluxe Echostar LLC TRADE Costco Wholesale #664 TRADE Dempsey Bluevar TRADE County of Los Angeles TRADE Department of Health TRADE County of Westchester TRADE Department of Health Indust Dev Agency Services TRADE Coverall North America, Inc. TRADE Department of Industrial TRADE Coyle Hospitality Group Relations DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 53 of 63 TRADE Department of Labor & TRADE DuPage Convention & Industries Visitors Bureau TRADE Department of Permitting TRADE Dynamic Marketing Source, Services Inc. TRADE Design/Systems TRADE E 13 TRADE Detour Import & TRADE Eagle Enterprises Ltd Distribution TRADE Earthvision, LLC TRADE Dex One TRADE East Coast Food Equipment, TRADE Dexon Computer Inc. TRADE DFK Dry Cleaners LLC TRADE East Coast Valet Inc TRADE DHL Express, Inc. TRADE East Dundee Fire Protection TRADE Diamond Sharp Inc. District TRADE Diamond Wipes TRADE Eclipse Advertising Inc-SD International, Inc. TRADE Eco Cartridge Store TRADE Dick Noll Glass Service, Inc. TRADE Ecolab TRADE Dick's Restaurant Supply TRADE Ecolab Food Safety TRADE Digi Graphics Specialties TRADE Digital Cinema Distribution TRADE Ecolab Pest-Chicago Coalition TRADE Ecolab Pest-Grand Forks TRADE Dimension Data TRADE Ecolab-905327 TRADE Dimensional Plastics Corp. TRADE Ecolab-Inactive TRADE Direct Opinions TRADE Ecosure TRADE DirecTV -AMEX TRADE ECS Florida, LLC TRADE DJ Flip TRADE Edison South-Liquor TRADE DJ Grayson Corporation TRADE DJ Holland TRADE Edward Don-Chicago TRADE DJ JoshP TRADE Edward Don-North TRADE DJ Kai Royale Riverside TRADE DJ Mike Jinx TRADE Edward-Don &Company TRADE D1G Surveying and Holdings LLC Mapping, Inc. TRADE Elegant Balloons TRADE DJU Productions Inc. TRADE Elevated Music Services, TRADE DMX Inc. Inc. TRADE Doctors Laundry Service, TRADE Elite Logistics, Inc. Inc. TRADE Elliot, Todd TRADE DOHMH TRADE Employee's Retirement TRADE DOHO Productions, Inc. System of Alabama TRADE Dominicks Italian TRADE Employment Security Steakhouse Division TRADE Dom's Distributing TRADE Englewood Chamber of TRADE DPI Specialty Foods, Inc. Commerce TRADE Dryclean Express TRADE Entertainment Lighting TRADE Dryclean Plus Services TRADE Duck Delivery of TRADE Entertainment Supply & Washington, Inc. Technologies, LLC TRADE DuDa, Inc. TRADE Enviromatic Corporation of TRADE Dunbar Armored Inc. America, Inc. DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 54 of 63 TRADE Eric T Letksuskas TRADE Fisher Broadcasting-Seattle TRADE ESA Employee Screening Radio LLC Associates TRADE Fio Wet Cleaning Solutions, TRADE Espresso RMi, Inc. LLC TRADE Essannay Show-it, Inc. TRADE Florida Atlantic University TRADE Event Rents, LLC TRADE Florida Dept of Revenue TRADE EverBank Commercial TRADE Florida Division of Finance, Inc. Corporations TRADE Extended Stay America - TRADE Florida U.C. Fund Boca Raton TRADE Florida's Finest Linens TRADE Extended Stay America - TRADE Focus Four LLC Illinois. TRADE Formas, Inc. TRADE Extended Stay America - TRADE Fort Lee Police Department Maryland TRADE Fortessa Tableware TRADE EZ Cleaners Solutions, LLC TRADE F&R General Interiors TRADE Forward Association Inc. TRADE Facility Solutions Group Inc. TRADE Fox Valley Fire &Safety TRADE Falk Group Public Relations, TRADE Frank Brother's Inc. Inc. TRADE Front Line Safety TRADE Farmer Jay LLC TRADE Fruge Seafood Company TRADE FDOT TRADE Fujitec America, Inc. TRADE Feature Parking TRADE Fun Frames Event Photo TRADE Febco, Inc. Booths LLC TRADE FedEx TRADE Function 4, LLC TRADE FedEx Acct TRADE Furniture Guy-Division of TRADE FedEx Freight IDG Ent, Inc. TRADE FedEx Office TRADE Fusion Uniforms &Linen TRADE Fernandez, Francisco DBA Inc. Dasic Fernandez TRADE G&I VII Redmond TRADE Fidelity National Title TRADE G.Neil TRADE Filtercorp TRADE Gabbay Architects, Inc. TRADE Filtercorp Farwest TRADE Gaby's Janitorial Services TRADE Filtercorp Mid America TRADE Garda CI Great Lakes, Inc. TRADE FilterCorp Rocky Mountains TRADE Garvey Nut &Candy TRADE Filtercorp SE TRADE Gayle Coleman TRADE Filtercorp Southwest TRADE GDC Digital Cinema TRADE Fine Cooking Network (USA), LLC TRADE Finley Consulting & TRADE GDC Technology of America Investigation, Inc. LLC TRADE Fire Chief Equipment TRADE Gemini Marketing TRADE Fire King Security Products, TRADE Geologic Multimedia, Inc. LLC TRADE Gerald Franklin Agency, Inc. TRADE Firestone Building Products TRADE Gexa Energy Company, LLC TRADE GFA International, Inc. TRADE Fish Window Cleaning TRADE GigaNetworks, Inc TRADE Fishbowl Inc. TRADE Glendale Chamber of Commerce, Inc. DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 55 of 63 TRADE Glendale Police Department TRADE Heathco International TRADE Gold Coast Chamber of TRADE Heidi Wasserman Unlimited Commerce TRADE Henrich Design TRADE Golden West Billiard MFG TRADE Hernandez J Commercial :TRADE.: Golterman &Sabo Inc Cleaning TRADE Gotham Seafood Corp TRADE High Rise Security Systems TRADE Grainger TRADE Highland Wireless TRADE Grand Event Rentals- TRADE Hinkley's Custom Lighting Thredco LLC TRADE Hobaica Service Inc. •~~.1 Grand Prize Promotions TRADE Hobart Service •►gyp Grandstand Sportswear TRADE Hoffman Estates Chamber ;_~~ Granite Transformations of of Phoenix TRADE Holder's Pest Control TRADE Gray V TRADE Hollywood Theatre TRADE Graymark Security Group Equipment, Inc. TRADE Grease Company TRADE Home Ally TRADE Greater Bethesda Chamber TRADE Home Depot of Commerce TRADE Hood Cleaning, Inc. 1i7e17 Greater Delray Beach TRADE Hoser Group Chamber of TRADE Host.net Commerce TRADE HotSchedules.com, Inc. ~~~_l7 Greater Houston TRADE Houghton Mifflin Harcourt Community Publishing Co. Foundation TRADE Houston Department of TRADE Greater New York Chamber Health of Commerce TRADE HR Management Solutions, TRADE Greater Phoenix Inc. Convention TRADE HRdirect TRADE Greater Redmond Chamber TRADE Hubbard Radio Seattle of Commerce TRADE Hubert Company TRADE Greater Seatte Chamber of TRADE Hunter Group Associates, Commerce Inc. TRADE Green Clean Beer Lines TRADE Hunting Studio Glass TRADE Green-Wise, Inc. TRADE HWAC TRADE GSC Mechanical TRADE Hytex Decorative Textiles TRADE Guardian Security TRADE IAAPA TRADE Guittard Chocolate TRADE Idcservco Business Services Company TRADE IEM, Inc. TRADE Haley Gerding TRADE IL Bacio Inc. TRADE Hamco DC Inc. TRADE IL Office of the State Fire TRADE Handy Artistic Upholstery Marshal LLC TRADE Image Source, inc. TRADE Harris County Public Health TRADE Imaginit Technologies TRADE Hart Health TRADE IMC TRADE HAS Events TRADE Impact Paper &Ink, Ltd TRADE Hayneedle Inc. TRADE Imperial Credit Corporation TRADE hcareers DOCS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 56 of 63 TRADE Imperial Parking Industries, TRADE KForce Inc. TRADE Kick Cancer in the Bum TRADE Improve Magazine TRADE KING TRADE Industrie Denim Scottsdale TRADE KJKK-FM TRADE InnerWorkings, Inc. TRADE KKFR-FM TRADE Integra Telecom TRADE KLBJ-FM TRADE Interceramic Inc. TRADE Klein Electronics, Inc. TRADE Interior Services &Graphics TRADE KLRU TRADE International Council TRADE KNVA TRADE IP Commerce, Inc. TRADE KNXV-TV TRADE Iron Mountain TRADE KOMO-AM TRADE isotech Pest Management TRADE KOMO-TV Inc. TRADE Konda Dees, CMD TRADE 1 & J Pest Control, Inc. TRADE Konica Minolta - CIT Bank TRADE J K Tile Co. N.A. Corp TRADE Jack Brown Cleaners TRADE Konica Minolta Business TRADE Jacqueline Chesser TRADE Konica Minolta Premier TRADE JAM Fire Protection, Inc. Finance TRADE James Imaging Systems TRADE KSTW-N TRADE Javier's Decorating TRADE KNT-N TRADE JC Hospitality Consultants, TRADE KTXA-TV inc. TRADE Kukuruza Gourmet TRADE Jeannetta Tatum Popcorn, LLC TRADE Jeff Monday TRADE KXAN TRADE Jenner, Denny TRADE LA Inc. The Los Angeles TRADE Jim Dandy Enterprises Convention TRADE Joe Diamond Events, Inc. TRADE LAgraphico, Inc. TRADE Joel Patrick Floral Events TRADE Lamp Service Products TRADE John Waeltz Arizona, Inc. TRADE JP Morgan Chase Bank, N.A. TRADE Laundry Valet TRADE JP Orlando, LLC TRADE Laz Karp Associates LLC TRADE JPD Graphics, Inc. TRADE Laz Parking TRADE Jtech Communications, Inc. TRADE Lazy Lee LLC TRADE JWB Business Services, Inc. TRADE Leasing Services, LLC TRADE Karl's Event Rental TRADE Legendary Design, Inc. TRADE Kaseya Limited TRADE Les Fleurs D'Almir TRADE KASW TRADE Leturmy Landscaping TRADE Kathy Tate TRADE Liberator Management, LLC TRADE KBKS-FM Clear Channel TRADE Light Bulbs Unlimited Broadcasting, Inc. Lighting Showroom TRADE KCPQ-TV TRADE Lighting Unlimited Inc. TRADE KDAF-N TRADE Limelight Music & TRADE KDY Service Inc. Entertainment, LTD TRADE Kelley Imaging Systems, Inc. TRADE Lind Shoe Company TRADE Kelly Mayeshiba TRADE Linda Teweles TRADE Keter Environmental TRADE Logan Corporation Services, Inc. TRADE LogMeln USA, Inc. DOCS DE:225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 57 of 63 TRADE LogMein, Inc. TRADE Materna's Maintenance Inc. TRADE LogRhythm, Inc. TRADE Maxlife Systems LLC TRADE Logsdon and Associates, TRADE Mayflower Uniform and Inc. Medical Supplies TRADE Lombardi's Van &Storage TRADE McGriff, Tim Inc. TRADE McKinney Chamber TRADE Lone Star Restaurant Suppy TRADE McRae Theatre Equipment TRADE Los Angeles County Fire TRADE MCS Fire &Security Department TRADE Media That Deelivers TRADE LOS ANGELES COUNTY TRADE Medical College of REGISTRAR Wisconsin TRADE Los Angeles Magazine TRADE Meeting Planner Resources, TRADE LPC Transportation Services LLC Inc. TRADE Meetinghouse Companies, TRADE M. Gonzalez Carpet Inc. Cleaning TRADE Meghan Lorbiecki TRADE M. Hanson &Company, Inc. TRADE Metro Linen Company TRADE MacEnthusiasts, Inc. TRADE Metropolitan Milwaukee TRADE Maffei Cutlery- E-Z EDGE TRADE MFP Publications, Inc. INC TRADE Miami Dade County TRADE Magic Cleaners &Laundry TRADE Miami Dade County, Board TRADE Magna-Tech Electronic of Commisioners Company Inc. TRADE Miami-Dade Fire Rescue TRADE Maharam Department TRADE Mahoney Environmental TRADE Michelle Surprenant Partnership TRADE Mickey's Linen TRADE Malin+Goetz Inc TRADE Mickey's Linen-Inactive TRADE Maner Fire Equipment TRADE Micros Systems, Inc. TRADE Maner Fire Equipment, inc. TRADE Microsoft TRADE Marble of the World, Inc. TRADE Milius, Ernest DJ TRADE Maricopa County TRADE Miller Brands-Milwaukee, Environmental LlC TRADE Mark Hessel TRADE Miller Electric Co., Inc. TRADE Marketnet Associates TRADE Milliken &Company Division TRADE mindspike ~ Design ~ Inc. TRADE Marlin Business Bank TRADE Minuteman Press TRADE Marquez Security Corp. TRADE Minuteman Press Bethesda TRADE Mary Poehiman TRADE Minuteman Press Boca TRADE Marymoor Press Raton Incorporated TRADE Mission Critical Systems, TRADE Massey Services, Inc Inc. TRADE Massimo's TRADE Mission Restaurant Supply TRADE Master Fire Extinguishers, TRADE Mitel Networks, Inc. Inc TRADE Modcomp, Inc. TRADE Master Touch TRADE Modern Carpet Cleaning, TRADE Masterpiece Caterers Corp. Inc. TRADE Masters Enterprises, Inc. TRADE Monastery Hill Bindery DOCS DE2252631 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 58 of 63 TRADE Monograms USA LLC TRADE New York City Department TRADE Monster Worldwide, Inc. of Buildings TRADE Monster, Inc. TRADE New York City Fire TRADE Mood Media North America Department Holdings Corp TRADE Next Level Construction TRADE Morgan Services, Inc. TRADE Nine Forty, LLC TRADE MorphoTrust USA, LLC TRADE Norex Enterprises Inc. TRADE Morris Elevator Inspections, TRADE Northern Virginia Plant Inc. People, LLC TRADE Morris Visitor Publications, TRADE NoWait, Inc. LLC TRADE NYC Dept Of Health And TRADE Movieline International Mental Hygiene TRADE MovieXchange Limited TRADE NYC Fire Department TRADE Mr. Handyman of North TRADE NYC Office of Lake Administrative Trials TRADE Mueller Communications, TRADE 0 Premium Waters Inc. TRADE OB Logistics, Inc. TRADE Mumaw Associates, inc. TRADE Ocean Reef Club TRADE Muse Marketing, Inc. TRADE Office Depot TRADE Museum of Discovery and TRADE Office Depot-CINCINNATI Science TRADE Office Furniture Warehouse TRADE MWDC Texas Inc. Incorporated TRADE MYCITY Promotions TRADE Old Dominion Freight Line, TRADE myFOX Inc. TRADE Myron Corp TRADE Old World Tile &Marble Co. TRADE N. Miami Beach Chamber of TRADE Oliver's Artisan Breads, Inc. Commerce, Inc. TRADE Olson Comunications, Inc. TRADE Namifiers TRADE One Colorado Investments- TRADE Naperville Chamber Of PARKING Commerce TRADE One TouchPoint-Ginny's TRADE Nathan Warren TRADE OneRedmond TRADE National Air Cargo Holdings TRADE Opentable, Inc. Inc. TRADE Oracle America Inc. TRADE National Chef Supply TRADE Orange County Fire Warehouse Authority TRADE National Elevator TRADE Orkin Inspections Services TRADE Orkin Pest Control Corp TRADE National Restaurant Supply TRADE Orkin, LLC Co., Inc. TRADE Orlando Greco &Son TRADE Nation's Restaurant News Imports TRADE Neighborhood TRADE P & R Paper Supply Communications Company, Inc. TRADE Nella Cutlery USA, Inc. TRADE Pacific Coast Glove & TRADE Nemo Tile Company, Inc. Safety, Inc. TRADE Network Resources, Inc. TRADE Pacific Seafood Co of WA TRADE New System TRADE Palm Beach County BOCC DOCS DE2252631 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 59 of 63 TRADE Palm Beach Daily Business TRADE Promotional Images Review TRADE Protection One Alarm TRADE Palm Beach Post Monitoring, inc TRADE Panlocal Media, LLC TRADE Public Health-Seattle King TRADE Paper Mill Store.com County TRADE Paradise Water Systems TRADE Public Storage TRADE Paralegal Association of TRADE Pump Man Inc. Florida, Inc. TRADE Purchase Power TRADE Paramount Arts Centre, Inc. TRADE Pure Pack Technologies, LLC TRADE Parking Concepts Inc. TRADE Pyburn, Karen TRADE Party Time TRADE Q & M Sounds, Inc. TRADE Pasadena Chamber Of TRADE Quality Cabinet &Fixture Commerce Company TRADE Pasadena Weekly TRADE QUBICA /AMF Worldwide, TRADE Pascack Media LLC TRADE Passport Unlimited Inc. TRADE QUBICA/AMF-Pins Division TRADE PBDDesigns TRADE Quest Software Inc. TRADE Peaceful Resolutions LLC TRADE Quickcue, LLC TRADE Pegasus News TRADE R.W. Smith & Co. TRADE Pelco Parts Prince Electric TRADE R2 Unified Technologies TRADE Perfect Pavers Inc. TRADE Rackspace Hosting TRADE Phase 3 Digital LLC TRADE Rasevic Landscape TRADE Pitney Bowes Company TRADE PJ Plumbing Service TRADE Red Book Solutions TRADE Plus Signs &Banners TRADE Red Coats, Inc. TRADE PMWeb Inc. TRADE Red Hawk Fire &Security TRADE Pollock Paper DIST.s LLC TRADE POP Gourmet LLC TRADE Redmond Cleaners TRADE Potted Plant, Inc. TRADE Redmond Town Center TRADE Precise Corporate Staging, TRADE Regal Hospitality Group, LLC Inc. TRADE Preferred Finishing TRADE Regal Plastics Supply Co, Company Inc. TRADE Premiere Hotel Concepts TRADE Registrar-Recorder/County TRADE Prestige International Clerk Security, Inc. TRADE Reliant Metro, LTD TRADE Pretzel, Inc. Texas Twist TRADE Ren Corporation TRADE Print Basics, Inc. TRADE Renaissance Maintenance TRADE Printing images, Inc. Inc TRADE Pristine Group TRADE Renewable Grease and Oil TRADE PrivairaSky one Holdings Inc. LLC .corp TRADE Rentals Unlimited, Inc. TRADE Pro Granite &Marble Inc TRADE Republic Elevator TRADE Prodema North America Inspections, LLC TRADE Professional Service TRADE Republic Master Chefs Industries, Inc. TRADE Restaurant Magic Software TRADE Projects Gallery TRADE Return Path Inc. DOCS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 60 of 63 TRADE Reyes Commercial Cleaning TRADE Seattle International Film TRADE Reyes, Jaime Festival TRADE Rhino Paper TRADE Seattle Metronatural TRADE Rich Demski TRADE Seattle Metropolitan TRADE Rinaldini Distribution, Inc. Chambr TRADE River Town Square TRADE Seattle Times Regency, LLC TRADE Seattle Weekly TRADE Roadway Van Lines TRADE Secure Products TRADE Robert Kloes Corporation TRADE Rockstar /info` Milwaukee TRADE Service Solutions Group-CA TRADE Rockville Interiors &Fabrics TRADE SESAC Inc. TRADE Rodoifo Godinez Cleaning TRADE Seven C's Linen Services TRADE SGL Transport Midwest TRADE Rolling Sharpening Stone TRADE Shields Bag &Printing Co. TRADE Rooftop Solutions TRADE SHL US Inc. TRADE Rooter-Man TRADE Sierra Fire & TRADE Rosella's Fruit &Produce Communications Co. TRADE Sierra Mill Custom TRADE Royal Camera Service, Inc. Cabinetry TRADE Rum Runners Incorporated TRADE Sievert Mechanical Services TRADE Rummans Construction TRADE Sights on Service, Inc. TRADE Ryan Mechanical Co. TRADE Sign Effectz Incorporated TRADE Safeguard Business TRADE SimpiexGrinnell Systems, Inc. TRADE Sinclarir Fischer-Gray TRADE Saint Corporation TRADE Sky Courier Inc. TRADE Salem Community Church TRADE Skyline Tile &Marble, Inc. of God TRADE Slater Painting Company TRADE Sandra Riley Inc. TRADE Sanimax Inc. TRADE SmartOffice TRADE Saraydar, Steven James TRADE Smith &Green Co. TRADE Schmidty's Delivery Serv- TRADE SNI Companies David Schmidt TRADE Society For Human TRADE Schutt Industries, LLC Resource TRADE Scitent Inc. Management TRADE Scott G. Speerbreacher TRADE SolarWinds TRADE Scott Magee TRADE Solid Surfaces by B.P. TRADE Scottsdale Airpark News Jabourian, Inc. TRADE Scottsdale Convention & TRADE Sound Lights Video Visitors TRADE South East Cutlery Service TRADE Scottsdale Lock &Key, Inc. TRADE South West Plumbing TRADE ScreenPiay TRADE Southeast Linen Associates, Entertainment/SPE Inc Inc TRADE Screentrade Media ltd. TRADE Southern California TRADE Sculptured Ice Occasions, Graphics Inc. TRADE Southern Glazer's TRADE SDC Enterprises, Inc. TRADE Southwest Glass, Inc. TRADE Seal Tex, Inc. TRADE Southwest Glassware DOCS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 61 of 63 TRADE Southwest Heater and TRADE Superior Water Systems Co. Controls Inc. TRADE Spark Lighting TRADE Susan Mendelson TRADE Sparkletts TRADE Susan Seeberg TRADE Special Olympics Southern TRADE Sustainable Solutions Group California -SSG TRADE Specialty Textile Services TRADE T&L Glass Service, Inc. TRADE Spectank TRADE TablePros, Inc. TRADE Speedcast Connect TRADE Tabletoppers Inc. TRADE Sportdecals, Inc. TRADE Tapman TRADE Sports Page Weekly TRADE Tartan Supply Co. ,Inc TRADE SRS Services TRADE Teacher's Retirement TRADE Stahl's Seventy's, Inc System fo Alabama TRADE Stamps.com TRADE Teal Blue Management TRADE Staples Advantage TRADE Technicolor, Inc. TRADE Staples Credit Plan TRADE Tee Jay Service Company, TRADE Star Asset Security, LLC Inc. TRADE Star Texx Pest Control Inc. TRADE Terminix Processing Center TRADE State Comptroller Austin TX TRADE Terrell's Drycleaning TRADE State of New Jersey Dpt of TRADE Texas Digital Systems, Inc. TRADE State Treasurer TRADE Texas Monthly TRADE STEAMEX-Carpet- TRADE The O'Keefe Group, inc. Upholstery TRADE The Thompson Touch, LLC TRADE Stern Produce Company TRADE Therese Battocletti TRADE Steve Anderson TRADE Thompson Elevator Photography Inspection TRADE StickerYou Inc. TRADE TIAA Commercial Finance TRADE StoneRiver Inc TRADE Store Supply Warehouse, TRADE Tide Cleaners LLP LLC TRADE Tim Gage TRADE Storer TV TRADE Timothy Braatz TRADE Stranger/Portland Mercury TRADE Titan Technology Group TRADE Stratus Building Solutions TRADE TM Production Services, TRADE Strikeforce Bowling, LLC Inc. TRADE Strong Digital Systems TRADE Tooters TRADE Strong Technical Services, TRADE Top Shelf Cleaning LLC Inc. TRADE Topgolf USA Allen, LLC TRADE Stuever &Sons, TRADE Tortellini & Co. Inc.Beverage Systems TRADE Toshiba Business Solutions, TRADE Style Publishing Group LLC USA TRADE Suburban Press Inc. TRADE Toshiba Financial Services TRADE Sullivan Construction TRADE TouchMate TRADE Summit Companies TRADE Tracy Prohuska TRADE Sun Sentinel TRADE Trade Associates Group, Ltd TRADE Sunlight Maintenance TRADE Trademark Visual, Inc. Supply TRADE Travis County Health & TRADE Superior Knife Inc. Human Services DOCS D~225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 62 of 63 TRADE Tribeza LLC TRADE Vistar TRADE Trimark Marlinn Inc TRADE VRGCC Texas LLC TRADE Trinity Maintenance TRADE Wagner / Junker, Inc. TRADE Triple B Cleaning, Inc. TRADE Wall &Son Event TRADE TriTech Corporation of Corrdinators &Leasing America TRADE Washington State TRADE Tritz Beverage Systems, Inc. Convention TRADE Trutech, LLC TRADE Wasserstrom Company TRADE Tumble In Dry Cleaners LLC TRADE Water Event -Pure Water TRADE Tyner, James M. Solutions TRADE UBER TRADE Watertite Gutter Company, TRADE Uline Inc. TRADE Ultra Marc TRADE WBBM-N TRADE Uniforms by Class Act LLC TRADE WCIU-N Limited TRADE Union Station Homeless Partnership Services TRADE Webstaurant Store, Inc. TRADE United Leasing Associates TRADE West Pier Laundry TRADE United States Fire Streamwood Protection, Inc. TRADE Westchester County Health TRADE United Van Lines, LLC Department TRADE Universal Protection Service TRADE Westmont RW & BBQ LLC TRADE W FAA TRADE Universal Uniform Supply TRADE WGNAM TRADE Unlimited Baking TRADE WGN-N Ingredients Plus TRADE Wheaton Park District TRADE UPS Freight TRADE White Plains Linen Corp TRADE UPS Supply Chain Solutions, TRADE Whitman Global Carpet and Inc. Floor Care TRADE USA Party Rental TRADE Wild Woods, Inc. Enterprises Inc. TRADE Wili County Health TRADE Valley Interiors, Inc. Department TRADE Valley Popcorn TRADE Williams, James H. TRADE Vallot, Jeremye TRADE Winebow Inc TRADE Vanguard Cleaning Systems 1"RADE Winters Company, Inc. of Austin TRADE Wisconsin Media Services TRADE Vanted Solutions TRADE WLIT-FM TRADE Venne Bowling Service, TRADE WLS Television, Inc. L.L.C. TRADE WPBF TRADE Village Roadshow Gold TRADE WPTV Class Cinemas TRADE Wren, Felicity TRADE Vintage Cellars TRADE WSCR-AM TRADE Violet's Florist TRADE WSLCB Redmond-CREDIT TRADE VIP Cinema Seating CARD TRADE Visit Milwaukee, Inc. TRADE WUSN-FM TRADE Visit Seattle TRADE WW Lighting, LLC TRADE Vista Entertainment TRADE Yahoo Hotjobs Solutions TRADE Yellow Pages United ROCS DE225263.1 39566/002 Case 19-11739-LSS Doc 433-4 Filed 10/23/19 Page 63 of 63 TRADE YPO-WPO UTILITY I~os Angeles Dept of Water TRADE Zabest Commercial Group &Power Inc. UTILITY Los Angeles Public Health TRADE Zee Medical Inc. UTILITY Nicor Gas TRADE Zerocool Productions UTILITY OMB Houston LP TRADE Zufer Janitorial Service UTILITY Pepco UTILITY Allied Waste Systems, inc. .UTILITY PSE&G UTILITY Airespring UTILITY Puget Sound Energy UTILITY AT&T UTILITY Qwest UTILITY AT&T Mobility UTILITY River Oaks District.LP UTILITY Athens Services UTILITY ServiceChannel.com, Inc. UTILITY AWS Inc-Amazon Web UTILITY SoCalGas Services, Inc UTILITY Southern California Edison UTILITY Centerpoint Energy UTILITY SouthWaste Disposal UTILITY Central Texas Refuse, Inc. UTILITY Southwest Gas Corporation UTILITY Champion Energy Services, UTILITY TECO LLC UTILITY Texas Gas Service UTILITY CIT Technology (Avaya) UTILITY Time Warner Cable UTILITY City of Los Angeles UTILITY Verizon UTILITY City of North Miami Beach UTILITY VFS Fire &Security Services UTILITY City Waste LP UTILITY Village at Fairview UTILITY Comcast UTILITY Washington Gas UTILITY ComEd UTILITY Waste Management UTILITY CoSery UTILITY Waste Management of UTILITY Dezer Intracoastal Mall Arizona UTILITY Direct Energy Business UTILITY Waste Management of New UTILITY DIRECTV York, LLC UTILITY FCJanes Park UTILITY WE Energies UTILITY Flexential South Florida UTILITY Wholesale Carrier Services Corp. UTILITY Windstream-Paetec UTILITY Florida Public Utilities UTILITY Winters Bros. Hauling of CT, UTILITY FPL LLC UTILITY Frontier UTILITY Withers Worldwide UTILITY Grande Communications UTILITY XO Communications UTILITY Green Mountain Energy UTILITY loopUp LLC DOCS DE225263.1 3956(/002 Case 19-11739-LSS Doc 433-5 Filed 10/23/19 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 1 iPic-Gold Class Entertainment, LLC,et al. Case No. 19-11739(LSS) Debtors. (Jointly Administered) CERTIFICATE OF SERVICE I, Peter J. Keane, hereby certify that on the 23rd day of October, 2019,1 caused a copy of the following document(s) to be served on the individual(s) on the attached service list(s) in the manner indicated: Notice of Debtors’ Application for Order Authorizing (I) the Retention of Crowe LLP as Tax Services Provider to the Debtors and Debtors in Possession, Nunc Pro Tunc to Petition Date, and (II) Granting a Partial Waiver of Local Rule 2016-2 Debtors’ Application for Order Authorizing (I) the Retention of Crowe LLP as Tax Services Provider to the Debtors and Debtors in Possession, Nunc Pro Tunc to Petition Date, and(H) Granting a Partial Waiver of Local Rule 2016-2 /s/Peter J Keane Peter J. Keane(DE Bar No. 5503) ' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: iPic Entertainment Inc.(9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold Class Holdings LLC (6315); iPic Media LLC (0150); iPic Texas, LLC(N/A); and Delray Beach Holdings, LLC (1035). The Debtors’ principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432. DOCS DE:225425.1 39566/002 Case 19-11739-LSS Doc 433-5 Filed 10/23/19 Page 2 of 8 iPic-Gold Class Entertainment 2002 Service HAND DELIVERY List FCM David C. Weiss, Esquire Case No. 19-11739(LSS) c/o Ellen Slights, Esquire Document No. 224842 US Attorney’s Office 12 - Hand Deliveries District of Delaware 68 - First Class Mail Hercules Building, Suite 400 01 - Foreign First Class 1313 N. Market Street Wilmington, DE 19801 (Counsel to Debtors and Debtors in HAND DELIVERY Possession) (Counsel to Teachers’ Retirement System of Jeffrey N. Pomerantz, Esquire Alabama(“TRSA”) and Employees’ Debra 1. Grassgreen, Esquire Retirement System of Alabama (“ERSA”)) Peter J. Keane, Esquire Richard A. Robinson, Esquire 919 N. Market Street, 17th Floor J. Cory Falgowski, Esquire P.O. Box 8705p Buit & Fonnan LLP Wilmington, DE 19801 1201 N. Market Street, Suite 1407 Wilmington, DE 19801 HAND DELIVERY Benjamin Hackman, Esquire HAND DELIVERY Office of the United States Trustee (Counsel to Federal Realty Investment J. Caleb Boggs Federal Building, Suite 2207 Trust; Starwood Retail Partners EEC) 844 King Street Leslie C. Heilman, Esquire Lockbox 35 Ballard Spahr LLP Wilmington, DE 19801 919 N. Market Street, 11th Floor Wilmington, DE 19801-3034 HAND DELIVERY Kathy Jennings, Esquire HAND DELIVERY Delaware Department of Justice (Counsel to Delray Beach 4th & 5th Avenue Carvel State Office Building, 6th Floor EEC) 820 N. French Street Miehael R. Lastowski, Esquire Wilmington, DE 19801 Duane Morris LLP 222 Delaware Avenue, Suite 1600 HAND DELIVERY Wilmington, DE 19801-1659 Zillah A. Frampton Bankruptcy Administrator HAND DELIVERY Delaware Division of Revenue (Counsel to TDC Fort Lee EEC) Carvel State Office Building, 8th Floor Gregory A. Taylor, Esquire 820 N. French Street Ashby & Geddes, P.A. Wilmington, DE 19801 500 Delaware Avenue, 8th Floor Wilmington, DE 19801 DOCS DE:224842.1 39566/001 Case 19-11739-LSS Doc 433-5 Filed 10/23/19 Page 3 of 8 HAND DELIVERY FIRST CLASS MAIL (Counsel to the Official Committee of State of Delaware Unsecured Creditors) Division of Corporations - Franchise Tax Nonnan L. Pemik, Esquire John G. Townsend Building, Suite 4 G. David Dean, Esquire PO Box 898 Patrick J. Reilley, Esquire Dover, DE 19903 Katherine M. Devanney, Esquire Cole Schotz P.C. FIRST CLASS MAIL 500 Delaware Avenue, Suite 1410 Delaware Secretary of Treasury Wilmington, DE 19801 820 Silver Lake Boulevard, Suite 100 Dover, DE 19904 HAND DELIVERY (Counsel to Ecostruction, LLC) FIRST CLASS MAIL Frederick B. Rosner, Esquire Office of General Counsel Jason A. Gibson, Esquire U.S. Department of the Treasury The Rosner Law Group LLC 1500 Pennsylvania Avenue, NW 824 N. Market Street, Suite 810 Washington, DC 20220 Wilmington, DE 19801 FIRST CLASS MAIL HAND DELIVERY Office of General Counsel (Counsel to Dezer Intracoastal Mall LLC) Securities & Exchange Commission Aaron S. Applebaum, Esquire 100 F Street, NE Saul Ewing Amstein & Lelir LLP Washington, DC 20554 1201 N. Market Street, Suite 2300 Wilmington, DE 19801 FIRST CLASS MAIL Sharon Binger, Regional Director HAND DELIVERY Philadelphia Regional Office (Counsel to South Street Seaport L.P.) Securities & Exchange Commission Rachel B. Mersky, Esquire One Penn Center, Suite 520 Monzack Mersky McLaughlin and Browder, 1617 JFK Boulevard P.A. Philadelphia, PA 19103 1201 N. Orange Street, Suite 400 Wilmington, DE 19801 FIRST CLASS MAIL Andrew Calamari, Regional Director FIRST CLASS MAIL New York Regional Office William BaiT, Esquire Securities & Exchange Commission Office of the US Attorney General Brookfield Place, Suite 400 U.S. Department of Justice 200 Vesey Street 950 Pennsylvania Avenue, NW,Room 4400 New York, NY 10281 Washington, DC 20530-0001 FIRST CLASS MAIL Office of the Chief Counsel Pension Benefit Guaranty Corporation 1200 K Street, NW Washington, DC 20005 2 DOCS DE:224842.1 39566/001 Case 19-11739-LSS Doc 433-5 Filed 10/23/19 Page 4 of 8 FIRST CLASS MAIL FIRST CLASS MAIL Internal Revenue Service (Counsel to Washington Prime Group, Inc.) Centralized Insolvency Operation Ronald E. Gold, Esquire PO Box 7346 A.J. Webb, Esquire Philadelphia, PA 19101 Frost Brown Todd EEC 3300 Great American Tower FIRST CLASS MAIL 301 E. Fourth Street (Counsel to Brookfield Property REIT, Inc., Cincinnati, OH 45202 Regency Centers L.P. and Shopcore Properties L.P.) FIRST CLASS MAIL Robert L. LeHane, Esquire (Counsel to City of Fairview) Jennifer D. Raviele, Esquire Elizabeth Weller, Esquire Kelley Drye & Warren LLP Linebarger Gogan Blair & Sampson, LLP 101 Park Avenue 2777 N. Stemmons Freeway, Suite 1000 New York, NY 10178 Dallas, TX 75207 FIRST CLASS MAIL FIRST CLASS MAIL (Landlord) (Counsel to Harris County) Kristen N. Pate, Esquire John P. Dillman, Esquire Brookfield Property REIT, Inc., as Agent Linebarger Gogan Blair & Sampson, LLP 350 N. Orleans Street, Suite 300 PO Box 3064 Chicago, IL 60654-1607 Houston, TX 77253-3064 FIRST CLASS MAIL FIRST CLASS MAIL Simon Property Group, L.P. (Counsel to Heather Rosenstein) Attn: Ronald M. Tucker, Esquire Joseph E. Sarachek, Esquire 225 W. Washington Street The Sarachek Law Finn Indianapolis, IN 46204 101 Park Avenue, 27th Floor New York, NY 10178 FIRST CLASS MAIL (Counsel to Teachers’ Retirement System of FIRST CLASS MAIL Alabama (“TRSA”) and Employees’ (Counsel to Delray Beach 4th & 5th Avenue Retirement System of Alabama (“ERSA”)) LLC) Derek F. Meek, Esquire James F. Wallack, Esquire Jeffrey T. Baker, Esquire Peter Bilowz, Esquire Bun'& Fonuan LLP Goulston & Stons PC 420 N. 20th Street, Suite 3400 400 Atlantic Avenue Birmingham, AL 35203 Boston, MA 02110-3333 FIRST CLASS MAIL (Counsel to Starwood Retail Partners LLC) Dustin P. Branch, Esquire Ballard Spahr LLP 2029 Century Park East, Suite 800 Los Angeles, CA 90067-2909 3 DOCS_DE:224842.1 39566/001 Case 19-11739-LSS Doc 433-5 Filed 10/23/19 Page 5 of 8 FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to TDC Fort Lee LLC) (Counsel to Travis County) Carey D. Schreiber, Esquire Jason A. Starks, Esquire Winston & Strawn LLP Travis County 200 Park Avenue PO Box 1748 New York, NY 10166-4193 Austin, TX 78767 FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to Paramount Pictures (Counsel to Avco Center Corporation) Corporation) Daniel J. McCarthy, Esquire Richard Stem, Esquire Hill, Farrer & Burrill LLP Stephan E. Homung, Esquire 300 S. Grand Avenue, 37th Floor Luskin, Stem & Eisler LLP Los Angeles, CA 90071-31476 Eleven Times Square New York, NY 10036 FIRST CLASS MAIL (Counsel to American Express National FIRST CLASS MAIL Bank) (Counsel to Maricopa County Treasurer) Sabari Mukherjee, Claims Administrator Peter Muthig, Esquire Becket & Lee LLP Maricopa County Attorney’s Office PO Box 3001 Civil Services Division Malvern, PA 19355-0701 222 N. Central Avenue, Suite 1100 Phoenix, AZ 85004-2206 FIRST CLASS MAIL (Counsel to Best Restaurant Equipment and FIRST CLASS MAIL Design Inc.) (Counsel to South Street Seaport L.P.) Randal D. Robinson, Esquire Howard Marc Spector, Esquire Carolyn M. Easterday, Esquire Spector & Johnson, PLLC Burman & Robinson 12770 Coit Road, Suite 1100 580 S. High Street, Suite 250 Dallas, TX 75251 Columbus, OH 43215 FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to Ecostmction, LLC) (Counsel to C. Hodges & Associates PLLC Brett D. Liebenuan, Esquire d/b/a Hodges Architecture) Edelboim Liebenuan Revah Oshinsky PLLC E. P. Keiffer, Esq. 110 Tower - 110 SE 6th Street, Suite 1700 Rochelle McCullough, LLP Fort Lauderdale, FL 33301 325 N. St. Paul Street, Suite 4500 Dallas, TX 75201 FIRST CLASS MAIL (Counsel to Dezer Intracoastal Mall LLC) FIRST CLASS MAIL Phillip M. Hudson, 111, Esquire (Counsel to OSR Trading, LLC d/b/a Les Saul Ewing Arnstein & Lehr LLP Fleurs D’Almir) Southeast Financial Center Harry J. Ross, Esq. 200 S. Biscayne Blvd., Suite 3600 6100 Glades Road, Suite 211 Miami, FL 33131 Boca Raton, FL 33434 4 D0CS_DE:224842.I 39566/001 Case 19-11739-LSS Doc 433-5 Filed 10/23/19 Page 6 of 8 IRST CLASS MAIL FIRST CLASS MAIL (Top 30 Creditors) (Top 30 Creditors) R. Paul Yetter, Esquire Sony Pictures Bryce L. Callahan, Esquire Robin Kittrell Delonda Dean PO Box 840550 Yetter Coleman LLP Dallas, TX 75284-0550 811 Main Street, Suite 4100 Houston, TX 77002 FIRST CLASS MAIL (Top 30 Creditors) FIRST CLASS MAIL Sony Pictures (Top 30 Creditors) Robin Kittrell Class Action Claimants 10202 West Washington Blvd KJT Law Group LLP Culver City, CA 90232 Vache A. Thomassian 230 North Maryland Ave. FIRST CLASS MAIL Suite 306 (Top 30 Creditors) Glendale, CA 91206-4281 TDC Fort Lee LLC c/o Lincoln Eastern Management Corp FIRST CLASS MAIL 2030 Hudson Street (Top 30 Creditors) Unit 520 Adams Employment Counsel Fort Lee, NJ 07024 Christopher A. Adams 4740 Calle Carga FIRST CLASS MAIL Camarillo, CA 93012 (Top 30 Creditors) Ecostruction LLC FIRST CLASS MAIL Sam Modzelewski (Top 30 Creditors) Jeff Grueninger Walt Disney Studio Pictures 946 NE 80th Street Sandy Moruzzi Miami, FL 33138 PO Box 732554 Dallas, TX 75373 FIRST CLASS MAIL (Top 30 Creditors) FIRST CLASS MAIL Hodges & Associates, PLLC (Top 30 Creditors) Gerald Luecke, President Walt Disney Studio Pictures 13642 Omega Road Sandy Momzzi Dallas, TX 75244-4514 500 South Buena Vista Street Burbank, CA 91521 FIRST CLASS MAIL (Top 30 Creditors) FIRST CLASS MAIL SDQ Fee, LLC (Top 30 Creditors) Washington Prime Sysco Attn: Stephen Ifeduba 1390 Enclave Parkway Natasha Gates Houston, TX 77077-2099 180 E. Broad Street Columbus, OH 43215 5 DOCS_DE:224842.l 39566/001 Case 19-11739-LSS Doc 433-5 Filed 10/23/19 Page 7 of 8 FIRST CLASS MAIL (Top 30 Creditors) FIRST CLASS MAIL SDQ Fee, LLC (Top 30 Creditors) c/o WP Glimcher Bank of America Lockbox Services 180 E. Broad Street, 21st Floor 1950 N Stemmons Fwy Columbus, OH 43215 Ste 5010, Lockbox# 848270 Dallas, TX 75207-3199 FIRST CLASS MAIL (Top 30 Creditors) FIRST CLASS MAIL Integrated Media System (Top 30 Creditors) DBA Be Media Paramount Pictures / Dreamworks 9729 Lurline Ave Beth Ozbum Chatsworth, CA 91311 PO Box 748774 Los Angeles, CA 90074-8774 FIRST CLASS MAIL (Top 30 Creditors) FIRST CLASS MAIL Crowe LLP (Top 30 Creditors) 320 E Jefferson Blvd Paramount Pictures / Dreamworks South Bend, IN 46624 Beth Ozbum 5515 Melrose Ave, FIRST CLASS MAIL Los Angeles, CA 90038 (Top 30 Creditors) Federal Realty Investment Trust FIRST CLASS MAIL Lock Box #9320 (Top 30 Creditors) PO Box 8500 Schindler Elevator Corporation Philadelphia, PA 19178-9320 U.S. Headquarters 20 Whippany Road FIRST CLASS MAIL Morristown, NJ 07960 (Top 30 Creditors) Federal Realty Investment Trust FIRST CLASS MAIL 1626 E. Jefferson St. (Top 30 Creditors) Rockville, MD 20852 Softeq Development Corporation 1155 Dairy Ashford FIRST CLASS MAIL Suite 125 (Top 30 Creditors) Houston, TX 77079 ID & Design International, Inc. Casie Idle FIRST CLASS MAIL 5100 North Dixie Highway (Top 30 Creditors) Fort Lauderdale, FL 33334 Stainless Fixtures Inc 1250 E Franklin Avenue FIRST CLASS MAIL Pomona, CA 91766 (Top 30 Creditors) Universal Film Exchanges PO BOX: 848270 Dallas, TX 75284-8270 Carla Ortiz 6 DOCS_DE:224842.l 39566/001 Case 19-11739-LSS Doc 433-5 Filed 10/23/19 Page 8 of 8 FIRST CLASS MAIL FIRST CLASS MAIL (Top 30 Creditors) (Top 30 Creditors) Jackson Lewis PC Cardlytics Inc. David G. Hoiles, Jr. Scott D. Grimes, CEO Managing Principal 675 Ponce de Leon Ave NE 225 Broadway Suite 2000 Suite 6000 San Diego CA 92101 Atlanta, GA 30308 FIRST CLASS MAIL FIRST CLASS MAIL (Top 30 Creditors) (Top 30 Creditors) Delray Beach 4th & 5th Avenue EEC Eane Valente Industries c/o Samuels & Associates Management 20 Keyland Court EEC Bohemia, NY 11716 136 Brookline Avenue Boston, MA 2215 FIRST CLASS MAIL (Top 30 Creditors) FIRST CLASS MAIL America’s Escape Game (Top 30 Creditors) Jim Llewllyn, COO Driscoll Foods 8723 International Dr. P. Carson Orlando, FL 32819 174 Delawanna Ave Clifton, NJ 07014 FIRST CLASS MAIL (Top 30 Creditors) FIRST CLASS MAIL Village FV Ltd (Top 30 Creditors) c/o LPC Retailing Accounting, Spencer Stuart Dennis Streit, CFO Michael Simonet 2000 McKinney Avenue, Suite 1000 353 N. Clark, Suite 2400 Dallas, TX 75201 Chicago, IE 60654 FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to OUTFRONT MEDIA EEC) (Top 30 Creditors) Claudio E. lannitelli, Esquire IPFS Corporation lannitelli Marcolini, P.C. Vera Kagan, Assoc. General Counsel 5353 N. 16‘'’ Street, Suite 315 P.O. Box 730223 Phoenix, AZ 85016 Dallas, TX 75373-0223 FOREIGN FIRST CLASS FIRST CLASS MAIL (Top 30 Creditors) (Top 30 Creditors) Superl Sequoia Limited AVCO Center Corporation Unit 612, 6/F Tower 1 Bob Yari, President 833 Cheung Sha Wan Road Kowloon, 10850 Wilshire Blvd, Ste 1050 Flong Kong Los Angeles, CA 90024 7 DOCS DE:224842.I 39566/001