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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) LIMITLESS MOBILE, LLC, ) Case No. I 6-l 2685(KJC) ) Debtor. ) )

ORDER GRANTING OMNIBUS MOTION OF DEBTOR FOR ENTRY OF AN ORDER APPROVING CURE AMOUNTS FOR EXECUTORY AGREEMENTS TO BE ASSUMED UNDER PLAN AND EXPUNGING CLAIMS SATISFIED BY ASSUMPTION OF RELATED AGREEMENTS

Upon the motion (the "Motion") 1 of the above-captioned debtor and debtor in possession

(the "Debtor") for entry of an order approving cure amounts for certain executory agreements that the Debtor intends to assume under its plan of reorganization, as described in the Motion and expunging the claims of those creditors that will be satisfied by assumption of their executory contracts; it appearing that the relief requested in the Motion is in the best interests of the Debtor, its estate, its creditors and other parties in interest; the Court having reviewed the Motion and having considered the statements of counsel and evidence adduced with respect to the Motion at a hearing before the Court; the Court finding that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, (b) this is a core proceeding pursuant to 28 U.S.C. §

I 57(b)(2), (c) and it appearing that venue of this proceeding and this Motion in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409 and (d) due and proper notice of this Motion having been provided; and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED:

1 Each capitalized term used but not otherwise defined herein shall have the meaning given to it in the Motion.

11 9852475_2 1. The Motion is granted as set forth herein.

2. The Debtor is authorized and empowered to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion.

3. The Cure Amounts set forth in Exhibit 1 hereto, under the column with the heading "Settlement Amount", and in the aggregate amount of $840,651.96, are approved.

4. On the Reorganization Effective Date or immediately upon the filing of the

Notice of Liquidation with the Bankruptcy Court, as such terms are defined in the Plan,

Cable Communications Management, LLC ("Comcast") shall have relief from the automatic stay of 11 U.S.C. § 362(a) and any injunction under the Plan or order confirming the Plan to effectuate a setoff of a security deposit it currently holds in the amount of $132,394.28 pursuant to a certain Master Service Agreement with the Debtor dated October 21 , 2014 (the "MSA").

Contemporaneously with the assumption of the MSA pursuant to section 8.04(a) of the Plan, the

Debtor shall provide Comcast with a new security deposit in the amount of $46,882.78, which represents two months of current invoicing per requirement under the MSA.

5. The $85,000 to be paid to Comcast listed in Exhibit 1 hereto shall be m settlement of Comcast's cure claim following application of the security deposit, and is m addition to (a) the $46,882.78 to be paid to Comcast to replenish the security deposit and (b) the amounts to be paid in connection with the early termination fee settlement approved at D. I. 625 .

6. Upon payment of the Cure Amounts, the Class 6 Unsecured Claims of parties identified on Exhibit 1 hereto are deemed satisfied and expunged.

11 9852475 2 7. Notwithstanding the possible applicability of Bankruptcy Rules 6004(g), 7062,

9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

Dated: t.MJ )-1" 2017

3

119852475_2 Exhibit 1

[List of Agreements and Cure Amounts]

I 19844006 _ I Limitless Mobile LLC Schedule of Contracts to be Assumed Under Plan Vendor Agreement Description I Pre-file 'cure' balance !Assume Y/N Clear Service agreement I 20,034.00 I Y Comcast Service agreement I 155,763.00 I Y EZTax Service agreement 4,490.80 y lconnectiv Service agreement 3,263 .04 y lnterop Service agreement 84,258.00 y lntrado Service agreement 74,525 .00 y Iron Mtn Sales agreement 189.67 y Primal Service agreement 5,000.00 y Various Roaming Partners* GSMA Roaming contract 179,664.00 y Syniverse Service agreement 159,326.48 y Tmo m2m Service agreement 436,571.00 y Telsasoft Sales agreement 36,510.50 y USA Digital Service agreement 1,289.79 y Wex Sales agreement 495.66 y Windstream Service agreement 64,720.00 y

Total 1,226,100.94 I I 840,651.96

* See Various Roaming Partners on Sheet 2 Various Roaming Partners Africell Gambia Ltd. AFRICELL-LINTEL (SL) LTD Airtel Rwanda Limited Airtel TCHAD SA ALBtelecom sh.a. AT&T (56,473.05) Bahrain Company (BATE Bell Mobility (360.16) Limited Bharti Airtel Ltd BTC Mobile (Pty) Ltd Bug Tussel LLC (0.10) Cable & Wireless (West Indies) Limited (0.48) Cable and Wireless (West Indies) Limited Celcom Berhad CellularOne Chariton Valley Wireless Service (0.66) Cincinnati Bell Wireless LLC Colombia Movil S.A. E.S.P Comm Wireless LLC (746.48) COMUNICACIONES CELULARES, S.A. COMCEL Cordova Wireless Communications, Inc CT Cube LP dba West Central Wireless (30.45) DIGICEL ANTILLES FRANCAISES GUYANE Digicel Curacao Digicel Jamaica (106.04) Digicel Suriname N.V. INC Peru S.A. E-Plus Mobilfunk GmbH Expresso Senegal Far EasTone Telecommunications Co Ltd (122.30) Gibtelecom Inc (1.12) Hong Kong Telecommunications (HKT) Limited Hutchison 3 Indonesia Hutchison Telephone Company Limited Indigo Wireless (504.91) Iowa Wireless Services LLC (1,264.80) iSmart Mobile Jordan Mobile Telephone Services zainJO KT MATTEL Melita Mobile Ltd MIC Limited Millicom Ltd Millicom Tchad Monaco Telecom - Vala MOOVTOGO Movicel Telecomunicacoes S.A. MTML, MAURITIUS MTN Cyprus Ltd MTPCS, LLC dba Cellular One (51.97) NewCore Wireless Nextel Telecomunicacoes Ltda Nova ehf NTT DOCOMO Inc Nucleo S.A Ooredoo Maldives Pvt Ltd Orange Communications Luxembourg S.A. Orange RDC Pegaso PCS S.A. de C.V. (29,984.80) Pine Cellular Plateau Wireless (892.48) SA/NV Radiomovil Dipsa SA de C.V - Telcel (2,290.73) Salt Mobile SA Inc (15.25) StarHub Mobile Pte Ltd SA Tele Greenland A/S TELECEL CENTRAFRIQUE Telecommunicatiebedrijf Suriname Teles Telefonia Celular de Nicaragua S.A Telefonica Celular de Bolivia S.A. Telefonica Celular Del Paraguay S.A. Telefonica Celular S.A.(CELTEL) Telefonica Moviles Panama S.A. (1,723.61) The Alaska , LLC (76.79) The Bahamas Telecommunications Company LTD (31.32) Three Ireland Services (Hutchison) Limited (1,078.71) TIGO RWANDA LTD TIM Bras il T-Mobile Macedonia AD Skopje T-Mobile USA - Inc. (83,135.92) U Mobile Sdn Bhd U-Mobile Cellular Inc. - Digicel Guyana Union Telephone Company (169.91) UNITEL T+ Telecomunicacoes S.A. Viaero W ireless (365.10) VIVA Bahrain VNPT International (145.76) (Pty) Ltd Roaming Services S.a.r.l. (0.98) Wataniya Palestine Mobile Communication WOM S.A Grand Total (179,573.88)