Case 21-10457-LSS Doc 237 Filed 05/13/21 Page 1 of 2
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
Chapter 11 In re: Case No. 21-10457 (LSS) MOBITV, INC., et al., Jointly Administered Debtors.1 Related Docket Nos. 73 and 164
NOTICE OF FILING OF SUCCESSFUL BIDDER ASSET PURCHASE AGREEMENT
PLEASE TAKE NOTICE that, on April 7, 2021, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered the Order (A) Approving Bidding Procedures for the Sale of Substantially All Assets of the Debtors; (B) Approving Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases; (C) Scheduling the Auction and Sale Hearing; and (D) Granting Related Relief [Docket No. 164] (the “Bidding Procedures Order”).2
PLEASE TAKE FURTHER NOTICE that, pursuant to the Bidding Procedures Order, the Debtors conducted an auction on May 11-12, 2021 for substantially all of the Debtors’ assets (the “Assets”). At the conclusion of the auction, the Debtors, in consultation with their advisors and the Consultation Parties, selected the bid submitted by TiVo Corporation (the “Successful Bidder”) as the Successful Bid.
PLEASE TAKE FURTHER NOTICE that, on May 12, 2021, the Debtors filed the Notice of Auction Results [Docket No. 234] with the Bankruptcy Court.
PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is the Asset Purchase Agreement dated May 12, 2021 (the “Successful Bidder APA”) between the Debtors and the Successful Bidder.
PLEASE TAKE FURTHER NOTICE that a hearing is scheduled for May 21, 2021 at 2:00 p.m. (Eastern Time) at the Bankruptcy Court to consider approval of the sale to the Successful Bidder, free and clear of all liens, claims, interests, and encumbrances except as otherwise provided in the Successful Bidder APA, and the assumption and assignment of certain executory contracts and/or unexpired leases to the Successful Bidder.
1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s U.S. tax identification number are as follows: MobiTV, Inc. (2422) and MobiTV Service Corporation (8357). The Debtors’ mailing address is 1900 Powell Street, 9th Floor, Emeryville, CA 94608.
2 A capitalized term used but not defined herein shall have the meaning ascribed to it in the Bidding Procedures Order.
DOCS_DE:234388.1 57391/003 Case 21-10457-LSS Doc 237 Filed 05/13/21 Page 2 of 2
Dated: May 13, 2021 PACHULSKI STANG ZIEHL & JONES LLP Wilmington, Delaware
/s/ Mary F. Caloway Debra I. Grassgreen (admitted pro hac vice) Jason H. Rosell (admitted pro hac vice) Mary F. Caloway (DE Bar No. 3059) 919 North Market Street, 17th 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]
Attorneys for the Debtors and Debtors in Possession
2 DOCS_DE:234388.1 57391/003 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 1 of 153
EXHIBIT A
Successful Bidder APA
DOCS_DE:234388.1 57391/003 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 2 of 153
ASSET PURCHASE AGREEMENT
BY AND AMONG
TIVO CORPORATION AND
MOBITV, INC. AND
MOBITV SERVICES CORPORATION
May 12, 2021
DB2/ 40803689.18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 3 of 153
TABLE OF CONTENTS
Page
ARTICLE I PURCHASE AND SALE ...... 1 1.1 Purchase and Sale ...... 1 1.2 Excluded Assets ...... 4 1.3 Assumed Liabilities ...... 5 1.4 Excluded Liabilities ...... 6 1.5 Assumption and Assignment of Contracts...... 6 1.6 Closing ...... 7 1.7 Purchase Price...... 7 1.8 Title Passage; Delivery of Purchased Assets...... 8 ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER ...... 8 2.1 Organization, Standing, Power ...... 9 2.2 Authority; Noncontravention...... 9 2.3 Compliance with Laws ...... 10 2.4 Title to Purchased Assets ...... 10 2.5 Contracts ...... 10 2.6 Intellectual Property...... 10 2.7 Litigation ...... 11 2.8 Employees and Employment Matters...... 11 2.9 Employee Benefit Matters...... 12 2.10 Real Property ...... 13 2.11 Permits ...... 13 2.12 Financial Statements ...... 13 2.13 Brokers’ Fees ...... 13 2.14 No Other Agreements to Purchase ...... 13 2.15 Taxes ...... 14 2.16 Warranties are Exclusive ...... 14 ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER ...... 15 3.1 Organization, Standing and Power ...... 15 3.2 Authority; Noncontravention...... 15 3.3 Purchaser Guaranty ...... 15 ARTICLE IV COVENANTS ...... 16 4.1 Notice of Developments ...... 16 4.2 Third Party Notices and Consents...... 16 4.3 Conduct of Business...... 18 4.4 Press Releases and Public Announcements ...... 19 4.5 Covenant Not to Assign Purchased Avoidance Actions ...... 20 ARTICLE V ADDITIONAL AGREEMENTS ...... 20 5.1 Employment Covenants and Other Undertakings...... 20 5.2 Reasonable Access to Records and Certain Personnel...... 21
i DB2/ 40803689.18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 4 of 153
5.3 Bankruptcy Covenants ...... 22 ARTICLE VI CONDITIONS AND CLOSING DELIVERIES ...... 24 6.1 Conditions to Obligations of Purchaser...... 24 6.2 Conditions to Obligations of Sellers...... 25 ARTICLE VII TAX MATTERS ...... 26 7.1 Transfer Taxes ...... 26 7.2 Real and Personal Property Taxes ...... 26 7.3 Tax Information ...... 27 7.4 Bulk Sales Laws ...... 27 ARTICLE VIII TERMINATION ...... 27 8.1 Termination ...... 27 8.2 Effect of Termination ...... 28 ARTICLE IX GENERAL PROVISIONS ...... 28 9.1 Survival ...... 28 9.2 Bankruptcy Court Approval ...... 28 9.3 No Successor Liability ...... 28 9.4 Further Assurances...... 29 9.5 Notices ...... 29 9.6 Interpretation; Rules of Construction...... 30 9.7 Auction Amendments; Other Amendment and Waiver...... 31 9.8 Counterparts ...... 31 9.9 Entire Agreement ...... 31 9.10 No Third Party Beneficiaries ...... 31 9.11 Assignment ...... 31 9.12 Severability ...... 32 9.13 Governing Law; Jurisdiction...... 32 9.14 Specific Performance ...... 32 9.15 Waiver of Jury Trial ...... 32 9.16 Expenses ...... 33 9.17 Attorneys’ Fees ...... 33 9.18 Rules of Construction ...... 33
EXHIBITS – Exhibit A Definitions Exhibit B Form of Bill of Sale Exhibit C Form of Assignment and Assumption Agreement Exhibit D Form of Copyright Assignment Agreement Exhibit E Form of Domain Name Assignment Agreement Exhibit F Form of Patent Assignment Agreement Exhibit G Form of Trademark Assignment Agreement Exhibit H Form of Purchaser Guaranty
DB2/ 40803689.18 ii Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 5 of 153
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of May 12, 2021 (the “Agreement Date”), by and among TiVo Corporation, a Delaware corporation (“Purchaser”), MobiTV, Inc., a Delaware corporation (“MobiTV”), and MobiTV Services Corporation, a Delaware corporation (“Services” and together with MobiTV, the “Sellers”). Certain other capitalized terms used herein are defined in Exhibit A.
RECITALS
WHEREAS, Sellers own and operate a software platform that provides managed service with a fully hosted solution that enables operators to run their TV business on an op-ex cost model with their own unique content lineup (including locals), content policies, branding, billing, in home compliance, and authentication (the “Business”);
WHEREAS, on March 1, 2021 (the “Petition Date”), each of the Sellers filed voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);
WHEREAS, the Sellers’ chapter 11 bankruptcy cases are jointly administered in In re MobiTV, Inc., case no. 21-10457-LSS (the “Chapter 11 Cases”);
WHEREAS, in connection with the Chapter 11 Cases and subject to the terms and conditions contained herein, following the entry of the Sale Order determining Purchaser to be the highest or otherwise best bidder with respect to the Purchased Assets and subject to the terms and conditions thereof, Sellers shall sell, transfer and assign to Purchaser or such other wholly-owned subsidiary of Xperi Holding Corporation, a Delaware corporation and parent company of Purchaser, as may be designated by Purchaser (such entity, the “Purchasing Entity”), and Purchaser shall purchase, acquire and accept from Sellers, pursuant to sections 105, 363 and 365 of the Bankruptcy Code, as applicable, the Purchased Assets, and Purchasing Entity shall assume from Sellers the Assumed Liabilities, all as more specifically set forth herein and in the Sale Order; and
WHEREAS, the Transactions contemplated by this Agreement, all Ancillary Agreements and any other Transaction documents are subject to the approval of the Bankruptcy Court and will be consummated pursuant to the Bid Procedures Order and the Sale Order.
AGREEMENT
NOW, THEREFORE, in consideration of the representations, warranties, covenants and other agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I PURCHASE AND SALE
1.1 Purchase and Sale. Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, upon the terms and subject to the conditions of this Agreement and in the Bid Procedures Order
DB2/ 40803689.18 - 1 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 6 of 153
and the Sale Order, Purchaser agrees to purchase, acquire and accept from Sellers, and Sellers agree to sell, transfer, assign, convey and deliver to Purchasing Entity at the Closing, all of Sellers’ tangible and intangible assets, properties, rights and claims to the extent owned, leased, licensed, used or held for use in or related to the Business, as the same shall exist as of the Closing Date, of whatever kind or nature and wherever situated other than the Excluded Assets, free and clear of Liens, Claims, interests or Encumbrances. All such assets, properties and rights (other than the Excluded Assets) are collectively referred to in this Agreement as the “Purchased Assets”. For the avoidance of doubt, without limiting the foregoing statement in this paragraph, the Purchased Assets shall include all of the following assets and properties as of the Closing Date, except to the extent that any of the following are Excluded Assets:
(i) with respect to Transferred Contracts, all of Sellers’ accounts receivables and notes receivables;
(ii) all right, title and interest in the Seller Owned Intellectual Property (the “Purchased Intellectual Property”) including all Sellers Registered Intellectual Property listed on Schedule 1.1(ii);
(iii) all tangible embodiments of the Purchased Intellectual Property;
(iv) all of the Sellers’ telephone numbers, fax numbers, e-mail addresses, websites and URLs related to the Business;
(v) all right, title and interest of Sellers in and to all Transferred Contracts;
(vi) all inventory and equipment, including all inventory and equipment set forth on Schedule 1.1(vi);
(vii) all of Sellers’ supplies, computers, printers, machinery, equipment, furniture, fixtures attached to and leasehold improvements made to the portions of the physical location to be leased from KBSIII Towers at Emeryville, LLC and other similar assets or tangible personal property owned by Sellers;
(viii) all of the prepaid deposits (including, without limitation, deposits in transit, customer deposits and security deposits for rent, electricity, telephone, utilities or otherwise) and assets, including prepaid startup, support and subscription fees, of the Business (the “Prepaid Assets”);
(ix) all other rights, demands, Claims, credits, allowances, rebates or other refunds and rights in respect of promotional allowances or rights of setoff and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or noncontingent), other than against Sellers, arising out of or relating to the Business as of the Closing, including all deposits (including customer deposits), advances and prepayments;
(x) all Documents and Patent Documents that are related to the Business or the Purchased Assets, to the extent reasonably available, which are not subject to claims of attorney-client privilege and which do not related to matters subject to employee privacy rights
DB2/ 40803689.18 - 2 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 7 of 153
under Applicable Law; provided, however, a copy of all such Documents shall be retained by the Sellers;
(xi) all licenses, permits, franchises, authorizations, certificates, variances, waivers and other approvals from any Governmental Entity primarily relating to the Purchased Assets or the Business (collectively, the “Permits”) to the extent transferrable (the “Assumed Permits”);
(xii) to the extent assignable, all rights under or pursuant to any warranties, representations and guarantees made by vendors, suppliers, manufacturers, contractors, and any other person solely to the extent relating to equipment purchased or products sold or services provided to Sellers that are incorporated in or incidental solely to the Purchased Assets or Assumed Liabilities;
(xiii) all of Sellers’ causes of action and other enforcement rights under, or on account of, any of the Purchased Assets, including, without limitation, Purchased Avoidance Actions, all rights under express or implied warranties relating to the Purchased Assets and all rights, Claims, credits, or rights of setoff against third parties relating to the Purchased Assets, including all rights to seek relief and recover damages for past, present and future infringement relating to the Purchased Assets during the period prior to Closing, lawsuits, judgments, refunds, rights of recovery, counterclaims, defenses, demands, rights to indemnification, contribution, advancement of expenses or reimbursement, or similar rights of any Seller (at any time or in any manner arising or existing, whether choate or inchoate, known or unknown, now existing or hereafter acquired, contingent or noncontingent);
(xiv) all Tax attributes, refunds, credits, rebates, refunds or similar payments of Taxes, and interest thereon, of or relating to the Purchased Assets or the Assumed Liabilities, in each case to the extent reasonably attributable to tax periods (or portions thereof) beginning on or after the Closing;
(xv) the goodwill associated with the Purchased Assets and the Business, including all goodwill associated with the Purchased Intellectual Property and all rights under any confidentiality agreements executed by any third party for the benefit of any of Sellers to the extent relating to the Purchased Assets and/or the Assumed Liabilities (or any portion thereof);
(xvi) all rights of Sellers under non-disclosure or confidentiality, noncompete, or nonsolicitation agreements with current or former employees, directors, consultants, independent contractors and agents of any of Sellers to the extent relating to the Purchased Assets and/or the Assumed Liabilities (or any portion thereof); and
(xvii) all other assets that are related to or used in connection with the Purchased Assets or the Business (but excluding all of the Excluded Assets).
To the extent that any tangible or intangible assets or rights are discovered or identified at any time after the Closing Date that, pursuant to this Agreement, constitute Purchased Assets (or would have been if such assets or rights had been listed in the applicable schedules) and should have been transferred to Purchaser, Seller shall immediately transfer and promptly deliver them (or cause them to be delivered) to Purchaser without additional payment.
DB2/ 40803689.18 - 3 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 8 of 153
1.2 Excluded Assets. Notwithstanding anything contained herein or in any other instrument, conveyance or document delivered pursuant to this Agreement to the contrary, Sellers shall not sell, transfer, assign or convey to Purchasing Entity any interest in or to any of the Excluded Assets and Sellers shall retain all right, title and interest to the Excluded Assets. For all purposes of and under this Agreement and each other instrument, conveyance or document delivered pursuant to this Agreement, the term “Excluded Assets” shall consist of the following items, asset and properties as of the Closing:
(i) all Sellers’ Cash Equivalents;
(ii) all of Sellers’ bank accounts;
(iii) all Claims, right or interest in and to all Tax refunds, rebates, abatements, credits and similar items of Sellers that are not attributable to the Purchased Assets or Assumed Liabilities, or that are with respect to Taxes allocable to Sellers under the terms of this Agreement or otherwise borne by Sellers in pre-Closing taxable periods (or portions thereof) and attributable to the Purchased Assets or Assumed Liabilities;
(iv) all deposits for rent, electricity, telephone or otherwise, advances, pre-payments, rights in respect of promotional allowances, vendor rebates and other refunds to the extent not related to a Transferred Contract;
(v) all Benefit Plans and all assets, funds and Contracts related thereto, including insurance policies, trusts or funding arrangements for such Benefit Plans;
(vi) the business and other records of Sellers, including, without limitation, their corporate minute books, tax records, accounting records, personnel files, whether in paper or electronic format, to the extent not described in Section 1.1(x);
(vii) all rights in and to all Contracts which are not Transferred Contracts, including, but not limited to all of the Contracts described in Schedule 1.2(vii);
(viii) all shares of capital stock or options, warrants or rights convertible into shares of capital stock of any third party owned by Sellers, including the shares of capital stock in Services owned by MobiTV and shares of MobiTV India Services Private Limited, a company incorporated under the laws of India;
(ix) all of Sellers’ certificates of formation and other organizational documents, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, unit certificates and other documents relating to the organization, maintenance and existence of any Seller as a limited liability company or other entity;
(x) all rights under insurance policies of Sellers and any and all rights of any nature with respect thereto including insurance recoveries thereunder and the rights under asserted claims for and the right to assert claims to insurance recoveries;
(xi) other than those referred to in Section 1.1(xi), all Permits;
DB2/ 40803689.18 - 4 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 9 of 153
(xii) all directors’ and officers’ liability insurance policies, including any tail insurance policies, including the rights of the directors and officers thereunder for coverage (i.e., advancement of expenses and liability coverage with respect to claims made against such officers and directors); provided that for the avoidance of doubt, any proceeds or right to proceeds under such policies payable or paid to the Sellers (other than for purposes of paying, reimbursing or advancing the expenses and liability coverage to or on behalf of any director or officer covered under such policy and payable to a third party with respect to claims made against such director or officer) including for damages and reimbursement for losses or otherwise, shall be payable to Purchaser as a Purchased Asset from and after the Closing;
(xiii) all other assets of Sellers, if any, listed on Schedule 1.2(xiii); and
(xiv) the rights of Sellers under this Agreement or the Ancillary Agreements and all consideration payable or deliverable to Sellers under this Agreement or the Ancillary Agreements.
1.3 Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement and the terms and conditions of the Bid Procedures Order and the Sale Order, Purchaser shall, effective as of the Closing, assume and agree to discharge and perform when due, the Liabilities of Sellers (and only those Liabilities of Sellers) which are enumerated in this Section 1.3 (collectively, the “Assumed Liabilities”). The following Liabilities of Sellers (and only the following Liabilities), without duplication and only to the extent not paid prior to the Closing, shall constitute the assumed liabilities:
(i) all Cure Amounts due and owing under any Transferred Contract; provided, however, that Purchaser shall not be obligated to assume or pay any Cure Amounts with respect to the Transferred Contracts in excess of four million U.S. dollars ($4,000,000.00) in the aggregate (the “Cure Amount Cap”);
(ii) all of Sellers’ Liabilities under the Transferred Contracts arising after the Closing Date;
(iii) all Liabilities to the extent arising exclusively out of the operation and ownership of the Purchased Assets first arising during, and related to, any period following the Closing Date;
(iv) all Liabilities to Transferred Employees that may arise as a result of Purchaser’s conduct after the Closing, including without limitation Liabilities for accrued paid time off and accrued 2019 annual bonuses; provided, however, that Purchaser shall not be obligated to assume or pay any Liabilities for Transferred Employees in excess of two million five hundred thousand U.S. dollars ($2,500,000.00) in the aggregate;
(v) those Liabilities of Sellers (if any) identified on Schedule 1.3(v); and
(vi) all Transfer Taxes arising from the Transactions.
For the avoidance of doubt and notwithstanding any provision in this Agreement to the contrary, Assumed Liabilities shall in no case include any obligations for (i) income, capital, franchise and
DB2/ 40803689.18 - 5 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 10 of 153
similar Taxes of the Sellers, any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, or any Seller Affiliate, (ii) Taxes with respect to the Purchased Assets, the Assumed Liabilities or the Business for taxable periods (or the portion thereof) ending at or prior to the Closing, except to the extent such Taxes are Transfer Taxes, or (iii) Taxes of any other Person for which the Sellers or any Seller Affiliate or, by virtue of its purchase of the Purchased Assets or assumption of the Assumed Liabilities, Purchaser or any of its nominees or Affiliates, could be held liable by reason of any provision of Applicable Law or any legal theory as a transferee or successor, by contract, or otherwise.
1.4 Excluded Liabilities. Notwithstanding anything herein to the contrary, Purchaser shall not assume or become liable for any Claims against Sellers or Liabilities of Sellers except as set forth in Section 1.3, all of which shall remain with Sellers (collectively, the “Excluded Liabilities”).
1.5 Assumption and Assignment of Contracts.
(a) Schedule 1.5(a) sets forth a list of all executory Contracts to which either of Sellers is a party and which Purchaser has designated to include in the Purchased Assets (the “Transferred Contracts”).
(b) Notwithstanding anything to the contrary in this Agreement, and without any increase or decrease in the Purchase Price (other than any resulting increase or decrease in Cure Amounts), until the Closing, Purchaser may, in its sole discretion, revise, amend or modify this Agreement and any schedule setting forth the Purchased Assets and the Excluded Assets prior to the Closing to include in the definition of Purchased Assets (pursuant to the applicable schedule) and to exclude from the definition of Excluded Assets, any Contract of either Seller not initially included on Schedule 1.5(a) as a Transferred Contract (in which case Schedule 1.5(a) shall automatically be deemed to be amended to include such Contract as a Transferred Contract) or other asset of the Sellers not previously included in the Purchased Assets by providing written notice of such designation to Sellers. If any Contract is added to the Purchased Assets as permitted by this Section 1.5(b), the Sellers shall promptly take such steps as are reasonably necessary, including (i) if applicable, paying or providing an adequate assurance of payment of all Cure Amounts (provided that Purchaser shall be obligated to assume or pay all Cure Amounts, up to the Cure Amount Cap in the aggregate), (ii) filing a notice of assumption and assignment with the Bankruptcy Court, and (iii) giving notice to the other parties to any such Contract pursuant to the terms of the Bid Procedures Order.
(c) Notwithstanding anything to the contrary in this Agreement, and without any increase or decrease in the Purchase Price (other than any resulting increase or decrease in Cure Amounts), until the Closing, Purchaser may, in its sole discretion, revise, amend or modify this Agreement and any schedule setting forth the Purchased Assets and the Excluded Assets prior to the Closing to remove from the definition of Purchased Assets (pursuant to the applicable schedule) and to include in the definition of Excluded Assets, any Transferred Contract from Schedule 1.5(a) (in which case Schedule 1.5(a) shall automatically be deemed amended to remove such Contract as a Transferred Contract) or other asset of the Sellers previously included in the Purchased Assets and not otherwise included in the definition of Excluded Assets by providing written notice of such removal to Sellers. If any Contract is removed from the Purchased Assets
DB2/ 40803689.18 - 6 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 11 of 153
as permitted by this Section 1.5(c), (i) Sellers shall give notice of such removal promptly following receipt of Purchaser’s notice to the other parties of any such Contract, and (ii) all Liabilities to third parties arising under such Contract shall be Excluded Liabilities. Without limiting any of the Purchaser’s rights pursuant to this Section 1.5(c), in the event that the Sale Order does not approve the assignment or transfer of one or more of the Transferred Contracts to the Purchaser as Purchased Assets, the Purchaser may, in its sole discretion and at any time prior to the Closing Date, exclude any or all of the Transferred Contracts from the Purchased Assets.
(d) In connection with Sellers effort to obtain approval of the Bankruptcy Court for assumption and assignment to Purchasing Entity of the Transferred Contracts, Purchaser shall provide all documents and evidence reasonably requested by Sellers in order to obtain such approval. To the extent that the Bankruptcy Court refuses to approve assumption an assignment of one or more Transferred Contracts because Purchaser has not provided information to demonstrate adequate assurances of future performance pursuant to Sections 365(b) and 365(f) of the Bankruptcy Code, such Transferred Contracts not approved for assumption assignment shall be deleted from the Purchased Assets, without adjustment to the Purchase Price, and the deletion of such Contracts shall not relieve Purchaser from its obligations to complete the Transaction.
(e) At Closing, (x) Sellers shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign to Purchasing Entity each of the Transferred Contracts that are capable of being assumed and assigned, and (y) Purchaser shall promptly pay all Cure Amounts (if any) up to the Cure Amount Cap as determined by the Bankruptcy Court with respect to each of the Transferred Contracts and assume and perform and discharge the Assumed Liabilities (if any) under the Transferred Contracts pursuant to the Assignment and Assumption Agreement.
1.6 Closing. The closing of the Transactions contemplated hereby (the “Closing”) shall be held at the offices of Fenwick & West LLP, Silicon Valley Center, 801 California Street, Mountain View, California 94041, as soon as practicable but in no event later than 1:00 p.m. (Pacific Time) on June 1, 2021, or such other date, time or place as the parties may mutually agree, via exchange of signatures by nationally recognized overnight courier, facsimile and/or .pdf. The date on which the Closing actually occurs is herein referred to as the “Closing Date.”
1.7 Purchase Price.
(a) Purchase Price. On the terms and subject to the conditions in this Agreement, as consideration for the Purchased Assets, at the Closing, Purchaser shall pay to MobiTV for the benefit of Sellers the initial aggregate amount in cash of seventeen million four hundred thousand U.S. dollars ($17,400,000.00) (the “Purchase Price”). The Purchase Price shall be payable by wire transfer of immediately available funds pursuant to wire instructions delivered to Purchaser.
(b) Purchaser Guaranty. Concurrently with the execution of this Agreement, Purchaser shall deliver to MobiTV the Purchaser Guaranty duly executed by Purchaser Guarantor.
(c) Allocation of Purchase Price. Not later than ninety (90) days following the Closing Date, Purchaser shall provide MobiTV with the Allocation. The Allocation shall reflect
DB2/ 40803689.18 - 7 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 12 of 153
Purchaser’s good faith determination of the allocation of the Purchase Price and the Assumed Liabilities (plus other relevant items) to the Purchased Assets for all purposes (including Tax and financial accountant) and shall be prepared in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate). MobiTV shall have thirty (30) days immediately following receipt of the Allocation to object to Purchaser’s determination in writing. If no such written objection is received within such thirty (30) day period, then the Allocation delivered by Purchaser shall become binding on Purchaser, Sellers and their respective Affiliates. If a written objection is received within such thirty (30) day period, then Purchaser and MobiTV will negotiate in good faith during the immediately following thirty (30) days and mutually agree on the final Allocation. If Purchaser and MobiTV fail to mutually agree on the final Allocation during such thirty (30) day period, Purchaser’s Allocation as originally delivered by Purchaser shall become binding on Purchaser, Sellers and their respective Affiliates. The Allocation (as finalized in accordance with this Section 1.7(c)) shall be conclusive and binding upon Purchaser, Sellers and their respective Affiliates for all Tax purposes, and Purchaser, Sellers and their respective Affiliates agree that all Tax Returns (including IRS Form 8594) shall be prepared in a manner consistent with (and Purchaser, Sellers and their respective Affiliates shall not otherwise take a Tax position inconsistent with) the Allocation (as finalized in accordance with this Section 1.7(c)); provided, however, that nothing contained herein shall prevent Purchaser, Sellers or their respective Affiliates from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Allocation, and none of Purchaser, Sellers or their respective Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity challenging such Allocation.
1.8 Title Passage; Delivery of Purchased Assets.
(a) Title Passage. Upon the Closing, all of the Sellers’ right, title and interest in and to all of the Purchased Assets shall pass to Purchasing Entity. Sellers shall convey the Purchased Assets to Purchasing Entity and Sellers shall deliver to Purchasing Entity (i) possession of the Purchased Assets and (ii) proper assignments, conveyances and bills of sale sufficient to convey to Purchasing Entity Sellers’ right, title and interest in and to the Purchased Assets, free and clear of Liens, Claims, interests or Encumbrances to the extent provided in the Sale Order.
(b) Method of Delivery of Assets; Transfer Taxes. The Purchased Assets shall be delivered to Purchasing Entity in the form and to the location reasonably determined by Purchaser before the Closing Date at Purchaser’s cost and expense; provided that, to the extent practicable, Sellers shall to the extent commercially reasonable deliver that portion of the Purchased Assets, including all software and software documentation, through electronic transmission or in another manner reasonably calculated and legally permitted to minimize or avoid the incurrence of Transfer Taxes if such method of delivery does not adversely affect the condition, operability or usefulness of any Purchased Asset so delivered.
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER
Subject to the disclosures set forth in the disclosure letter of Sellers delivered to Purchaser concurrently with the parties’ execution of this Agreement (the “Seller Disclosure Letter”) (a reference to a “Schedule” section is a reference to the applicable section in the Seller Disclosure
DB2/ 40803689.18 - 8 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 13 of 153
Letter), each of which disclosures shall clearly indicate the Section and to which it relates, the disclosures set forth therein shall be disclosures against such indicated Section and to each other Section to which it is reasonably apparent from the such disclosure applies. Each Seller represents and warrants, as of the Agreement Date and as of the Closing Date, to Purchaser as follows:
2.1 Organization, Standing, Power. Each Seller is a corporation duly organized, validly existing and in good standing under the laws the State of Delaware. Neither Seller is in violation of any of the provisions of its Certificate of Incorporation or Bylaws. Each Seller has all requisite power and authority to own, operate and lease its properties and to conduct its business and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a material adverse effect on the Sellers or the Business taken as a whole. None of the Sellers has any subsidiaries (other than other Sellers, if applicable).
2.2 Authority; Noncontravention.
(a) Each Seller has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which such Seller is a party and to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Sellers are parties and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of each Seller. This Agreement has been duly executed and delivered by Sellers and each of the Ancillary Agreements to which a Seller is a party will be duly and validly and delivered by such Seller at the Closing. This Agreement and when so executed the Ancillary Agreements to which Sellers are parties, subject to requisite approval of the Bankruptcy Court, entry of the Sale Order and the terms and conditions of the Bid Procedures Order, will constitute valid and binding obligations of such Sellers, enforceable against Sellers in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(b) Subject to the entry of the Sale Order, the execution and delivery by Sellers of this Agreement and the Ancillary Agreements to which Sellers are party do not, and the consummation of the Transactions will not, (i) conflict with, or result in any a breach of the Certificate of Incorporation or Bylaws of either Seller; (ii) violate any Applicable Law applicable to the Sellers, except where such violation would not reasonably be expected to have a material adverse effect on the Business taken as a whole or any of the Purchased Assets; or (iii) conflict with, or result in any violation of or default under any Contract applicable to Sellers included in the Purchased Assets.
(c) Except for the entry of the Sale Order and as set forth on Schedule 2.2(c) of the Seller Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement or Ancillary Agreements to which Purchaser is a party, or the consummation of the Transactions that would reasonably be expected to adversely affect the ability of Purchaser to consummate the Transactions.
DB2/ 40803689.18 - 9 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 14 of 153
2.3 Compliance with Laws. Sellers are in compliance with all Applicable Laws applicable to the Business or the Purchased Assets in all material respects. Sellers have not received any written notice of violation of any Applicable Law with respect to any Seller, the Business or the Purchased Assets and there is no reasonable basis for the issuance of any such notice or the taking of any action for such violation.
2.4 Title to Purchased Assets. Seller has good and valid title to all of the Purchased Assets, free and clear of Liens (except for Permitted Liens) and Encumbrances, subject to entry of the Sale Order. At the Closing or such time as title is conveyed under Section 1.8, Sellers will convey, subject to the Sale Order having been entered and still being in effect and not subject to any stay pending appeal at the time of Closing, good and valid title to, or valid leasehold interests in, all of the Purchased Assets, free and clear of all Encumbrances and Liens (except for Permitted Liens), to the fullest extent permissible under section 363(f) of the Bankruptcy Code and subject to the rights of licensees under section 365(n) of the Bankruptcy Code. The Purchased Assets constitute substantially all of the properties, assets and rights used by the Sellers to conduct and operate the Business in all material respects as currently conducted and operated by the Sellers. All of the Purchased Assets are in good order and repair (ordinary wear and tear excepted) for assets of comparable age and past use and are capable of being used in the Ordinary Course of Business to operate the Business substantially as currently conducted and operated by the Sellers. No Person other than Sellers are engaged in the operation of, or hold rights, title and interest in (except for Permitted Liens), the Purchased Assets.
2.5 Contracts. Sellers have not, and, to Sellers’ Knowledge, no other party to any Transferred Contract has, commenced any action against any of the parties to any Transferred Contract or given or received any written notice of any default or violation under any Transferred Contract that has not been withdrawn or dismissed except to the extent such default or violation will be cured as a result of the payment of the applicable Cure Amounts, assuming entry of the Sale Order. To Sellers’ Knowledge, each Transferred Contract is, or will be upon the Closing, valid, binding and in full force and effect in accordance with its terms.
2.6 Intellectual Property.
(a) Schedule 2.6(a) of the Seller Disclosure Letter sets forth a true and complete list of all Sellers Registered Intellectual Property (by name, owner and, where applicable, registration number and jurisdiction of registration, application, certification or filing). All Seller Registered Intellectual Property is valid, subsisting and, to Sellers’ Knowledge, enforceable, and is not subject to any outstanding Decree adversely affecting Sellers’ use thereof or rights thereto.
(b) None of the non-Patent Purchased Intellectual Property and, to Seller’s Knowledge, none of the Patent Purchased Intellectual Property related to the conduct of the Business as currently conducted nor any of the Products provided by Sellers in connection therewith infringes upon or otherwise violates the Intellectual Property Rights of any other Person or constitutes unfair competition or trade practices under any legal requirement. To Sellers’ Knowledge, no third party is infringing any Purchased Intellectual Property. Since January 1, 2018, Sellers have not received any notice or other communication (in writing or otherwise) (i) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Rights of another Person; (ii) inviting Sellers to license any patents of another
DB2/ 40803689.18 - 10 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 15 of 153
Person; or (iii) claiming that any Product or the conduct of the Business as currently conducted constitutes unfair competition or trade practices under any applicable law.
(c) No Person who has licensed to any Seller any Intellectual Property that is material to the Business, has ownership rights, or has the right to grant third parties licenses, to any derivative works or improvements of such Intellectual Property made by or on behalf of such Seller.
(d) No Seller has delivered, licensed, or made available to any escrow agent or other Person who was not, as of the date of disclosure, an employee, contractor, or consultant of Seller any source code for any software included in the Seller Owned Intellectual Property (“Seller Owned Software”). No Seller has any duty or obligation (whether present, contingent, or otherwise) to deliver, license, or make available the source code for any Seller Owned Software to any escrow agent or other Person who is not an employee, contractor or consultant of any Sellers. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery, license, or disclosure of any source code of any Seller Owned Software to any other Person who is not an employee, contractor or consultant of Sellers.
2.7 Litigation. Other than the Chapter 11 Cases and proceedings instituted or which may be instituted in them, Schedule 2.7 of the Seller Disclosure Letter sets forth all unresolved Litigation brought by or against any Seller that relate in any way to the Purchased Assets or the Transactions, and to Sellers’ Knowledge, there is no other Litigation threatened in writing against any Seller which is reasonably likely to adversely affect the ability of any Seller to enter into this Agreement or to consummate the Transactions.
2.8 Employees and Employment Matters.
(a) No Seller is a party to or bound by any collective bargaining agreement covering the Current Employees (as determined as of the date of this Agreement), nor is any Seller aware of any ongoing strike, walkout, work stoppage, or other material collective dispute affecting any Seller with respect to the Business. To Sellers’ Knowledge, there is no organizational effort being made or threatened by or on behalf of any labor union with respect to the Current Employees (as determined as of the date of this Agreement). Within five (5) days of the Agreement Date, Sellers shall make available to Purchaser a list of all Current Employees.
(b) Except as set forth in Schedule 2.8(b) of the Seller Disclosure Letter, Sellers are in compliance in all material respects with all Applicable Laws relating to employment or labor, including those related to hiring, background checks, wages, bonuses, commissions, pay equity, hours, collective bargaining and labor relations, classification of independent contractors and employees, equal opportunity, document retention, notice, plant closing and mass layoff, health and safety, employment eligibility verification, immigration, child labor, discrimination, harassment, retaliation, accommodations, disability rights or benefits, affirmative action, workers’ compensation, unemployment insurance, employment and reemployment rights of members of the uniformed services, secondment, employee leave issues and the payment of social security and other Taxes, and are not liable for any arrears of wages, other compensation or benefits (other than
DB2/ 40803689.18 - 11 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 16 of 153
such Liabilities that have been incurred in the ordinary course of business of the Sellers), or any Taxes or penalties for failure to comply with any of the foregoing.
(c) No individual who has performed services for Sellers with respect to the Business has been improperly excluded from participation in any Benefit Plan, and none of the Sellers has any direct or indirect liability, whether absolute or contingent, with respect to any misclassification of any Person as an independent contractor or on any other non-employee basis for such Seller rather than as an employee, with respect to any individual employed, engaged, or leased by the Seller from another employer, or with respect to any misclassification of any employee as exempt versus non-exempt under the Fair Labor Standards Act or other Applicable Laws.
(d) Except as set forth on Schedule 2.8(d) of the Seller Disclosure Letter, there is no material employment or labor-related claim pending against any Seller brought by or on behalf of any employee or any Governmental Entity and no such claim is threatened. Except as disclosed to Purchaser confidentially, in the last five (5) years, there have been no allegations of sexual or other unlawful harassment or discrimination made on more than one occasion against (i) any officer of any Seller or (ii) any managerial employee of a Seller.
2.9 Employee Benefit Matters.
(a) Neither Sellers, nor any of their ERISA Affiliates, have at any time sponsored, maintained, or contributed to, and do not have any Liability with respect to, any Benefit Plan that is (i) subject to Title IV of ERISA, (ii) a multiemployer pension plan (as defined in Sections 3(37) or 4001(a)(3) of ERISA), (iii) a multiple employer plan described in Section 413(c) of the Code, (iv) a post-termination or retiree health benefit plan, other than such a plan required by statute or (v) a multiple employer welfare arrangement as defined in Section 3(40) of ERISA.
(b) There is no pending, or to Sellers’ Knowledge threatened, audit, investigation, suit, claim or proceeding relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the five (5) years prior to the date hereof been the subject of an audit, investigation, or suit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity.
(c) Neither Sellers, nor any of their ERISA Affiliates, have (i) incurred or reasonably expects to incur, either directly or indirectly any Liability under Title I of ERISA or (ii) engaged in a “prohibited transaction” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA that is not otherwise exempt under Section 4975 of the Code, Section 408 of ERISA or Applicable Law.
(d) Each Benefit Plan (and any related trust or other funding vehicle) has been adopted, maintained, operated and administered in compliance with Applicable Laws and with the terms of such Benefit Plan. Each Benefit Plan, if intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code, has received a favorable determination letter from the United States Internal Revenue Service or is comprised of a master or prototype plan that has received a favorable opinion or advisory letter issued by the United States Internal Revenue
DB2/ 40803689.18 - 12 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 17 of 153
Service and there are no facts or circumstances that could reasonably be expected to result in the loss of such qualified status, including to Sellers’ Knowledge, any event that could be corrected under a voluntary compliance program with a Governmental Entity without material cost;
(e) No Tax penalties or additional Taxes have been imposed or would be reasonably expected to be imposed on any employees of Sellers or their Affiliates, and no acceleration of Taxes has occurred or would be reasonably expected to occur with respect to any such employee, in each case as a result of a failure to comply with Section 409A of the Code with respect to any Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code. No employee of Sellers or their Affiliates is entitled to receive any gross-up or additional payment in connection with the Tax required by Section 409A or Section 4999 of the Code.
2.10 Real Property. Sellers do not own any real property. The Purchased Assets do not include any real property leases.
2.11 Permits. All Permits required for Sellers to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets have been obtained by Sellers and are valid and in full force and effect. All fees and charges with respect to the Assumed Permits as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Assumed Permit.
2.12 Financial Statements. Sellers have delivered to Purchaser true and correct copies of (i) the audited consolidated balance sheets of Sellers as of December 31, 2018 and December 31, 2019 and the related audited consolidated statements of income and of cash flows of Sellers for the years then ended, and (ii) the unaudited consolidated balance sheet of the Sellers as of December 31, 2020, and the related consolidated statement of income and cash flows of Sellers for the twelve (12) months then ended (such audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). Each of the Financial Statements has been prepared in accordance with GAAP consistently applied and presents fairly in all material respects the consolidated financial position, results of operations and cash flows of Sellers as of the dates and for the periods indicated therein, subject to normal year- end adjustments and the absence of complete notes in the case of the unaudited statements. Since December 31, 2020, to Sellers’ Knowledge, no Seller has received any written complaint, allegation, assertion or Claim regarding the accounting or auditing practices, procedures, methodologies or methods of Sellers or their respective internal accounting controls.
2.13 Brokers’ Fees. Except for amounts due to FTI Consulting, Inc. (which amounts are to be paid by the Sellers), no Seller has entered into any Contract to pay any fees or commissions to any broker, finder or agent with respect to the Transactions contemplated by this Agreement for which Purchaser could become liable or obligated to pay.
2.14 No Other Agreements to Purchase. Sellers have not entered into any agreement with any other Person (written or oral) which grants such third party the right or option purchase or acquire from Sellers any Purchased Asset.
DB2/ 40803689.18 - 13 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 18 of 153
2.15 Taxes. (a) all Tax Returns required to be filed by or on behalf of a Seller related to the Seller’s ownership, operation or use of the Purchased Assets have been duly and timely filed with the appropriate Governmental Entities in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns are true, complete and correct in all material respects; (b) all Taxes payable by or on behalf of a Seller (whether or not shown on a Tax Return) related to the Seller’s ownership, operation or use of the Purchased Assets have been fully and timely paid; (c) other than extensions made in the ordinary course of the Business, no agreement, waiver, or other document or arrangement extending or having the effect of extending the period for assessment or collection of Taxes (including, but not limited to, any applicable statute of limitation) has been executed or filed with the Internal Revenue Service or any other taxing authority by or on behalf of a Seller related to the Seller’s ownership, operation or use of the Purchased Assets; (d) no claim has ever been made in writing by any Governmental Entity in a jurisdiction where a Seller does not file Tax Returns related to such Seller’s ownership, operation or use of the Purchased Assets owned or operated by it that such Seller is or may be subject to Taxes in that jurisdiction with respect to such Purchased Assets; (e) the applicable Seller has complied with all Applicable Laws relating to the payment and withholding of Taxes in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, including all information reporting, backup withholding, and maintenance of required records with respect thereto, in each case related to such Seller’s ownership, operation or use of the Purchased Assets; (f) all deficiencies asserted or assessments made as a result of any examinations by the Internal Revenue Service or any other Governmental Entity of the Tax Returns related to a Seller’s ownership, operation or use of the Purchased Assets owned or operated by it have been fully paid; (g) to each Seller’s Knowledge, there are no pending Tax audits or investigations by any Governmental Entity in progress with respect to a Seller’s ownership, operation and use of the Purchased Assets, nor has a Seller received any written notice from any Governmental Entity that it intends to conduct such an audit or investigation; and (h) none of the Purchased Assets or Assumed Liabilities is (i) property required to be treated as being owned by another Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code, (iii) “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code, or (iv) subject to a “section 467 rental agreement” as defined in Section 467 of the Code.
2.16 Warranties are Exclusive. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER OF THE SELLERS, NOR ANY OTHER PERSON, HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER TO PURCHASER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY MATTER RELATING TO THE SELLERS’ ASSETS (INCLUDING WITH RESPECT TO THE PURCHASED ASSETS), LIABILITIES OR OPERATIONS (INCLUDING WITH RESPECT TO THE BUSINESS), INCLUDING WITH RESPECT TO THE MERCHANTABILITY OR FITNESS OF ANY PARTICULAR PURPOSE OR ANY NON-INFRINGEMENT AN NO SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXCLUSIVELY DISCLAIMED AND NONE SHALL BE IMPLIED BY LAW OR INEQUITY. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT PURCHASER IS PURCHASING THE PURCHASED ASSETS ON AN “AS IS WHERE IS BASIS” AFTER GIVING EFFECT TO THE TERMS CONTAINED HEREIN.
DB2/ 40803689.18 - 14 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 19 of 153
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrant to Sellers as follows:
3.1 Organization, Standing and Power. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Purchaser is not in violation of any of the provisions of its certificate of incorporation or bylaws. Purchaser has all requisite power and authority to own, operate and lease its properties and to conduct its business and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have an effect that is materially adverse to the ability of Purchaser to perform its obligations under this Agreement.
3.2 Authority; Noncontravention.
(a) Purchaser has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which Purchaser is a party and to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements to which Purchaser is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes, and when executed by Purchaser the Ancillary Agreements to which Purchaser is a party will constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(b) The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party do not, and the consummation of the Transactions will not (i) conflict with, or result in any a breach of the certificate of incorporation or bylaws of the Purchaser; or (ii) violate any Applicable Law applicable to the Purchaser, except where such violation would not reasonably be expected to have a material adverse effect on the Purchaser.
(c) Except for the entry of the Sale Order, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement or Ancillary Agreements to which Purchaser is a party, or the consummation of the Transactions that would reasonably be expected to adversely affect the ability of Purchaser to consummate the Transactions.
3.3 Purchaser Guaranty. Purchaser has delivered to MobiTV the Purchaser Guaranty from Purchaser Guarantor in favor of the Sellers dated as of the Agreement Date. Purchaser Guaranty is in full force and effect and constitutes the legal, valid and binding obligation of the Purchaser Guarantor, enforceable in accordance with its terms and has not been amended, withdrawn or rescinded in any respect. No event has occurred which, with or without notice, lapse
DB2/ 40803689.18 - 15 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 20 of 153
of time or both, would constitute a default on the part of Purchaser Guarantor under the Purchaser Guaranty.
ARTICLE IV COVENANTS
The parties agree as follows with respect to the period between the execution of this Agreement and the Closing (except as otherwise expressly stated to apply to a different period). As used in this ARTICLE IV, “Ordinary Course of Business” shall be limited to the period of time after filing of the Cases.
4.1 Notice of Developments. From the Agreement Date until the Closing Date (or the earlier termination of this Agreement in accordance with its terms), each of the Sellers (with respect to itself), as the case may be, shall promptly disclose to Purchaser, on the one hand, and Purchaser shall promptly disclose to Sellers, on the other hand, in writing (in the form of an updated Seller Disclosure Letter, if applicable) after attaining knowledge (as applicable to each of Sellers and Purchaser) of any real or alleged failure of any of Sellers or Purchaser to comply with or satisfy any of their respective covenants, conditions or agreements to be complied with or satisfied by it under this Agreement in any material respect; provided, however, that the delivery of any notice pursuant to this Section 4.1 shall not limit or otherwise affect the remedies available to the party receiving such notice under this Agreement if such party objects to the disclosures contained in such notice within five (5) days of receipt of such notice.
4.2 Third Party Notices and Consents.
(a) Third Party Notices and Consents. Subject to Section 4.2(b) and to the extent required by the Bankruptcy Code or the Bankruptcy Court, Sellers shall give any notices to third parties, and each Seller shall use its commercially reasonable efforts to obtain any third party consents or sublicenses which are required for transfer of Purchased Assets and not addressed by the Sale Order; provided, however, that neither Seller nor Purchaser shall be required to incur any Liabilities or provide any financial accommodation, in order to obtain any such third party consent with respect to the transfer or assignment of any Purchased Asset.
(b) Cooperation. Each of the parties shall cooperate with each other, and shall use their commercially reasonable efforts to cause their respective representatives to cooperate with each other, to (i) provide an orderly transition of the employees, customers, leased office space, Purchased Assets and Assumed Liabilities from Sellers to Purchaser or one of its subsidiaries, (ii) renegotiate Contracts with certain customers, vendors, consultants and the landlord of the Sellers, (iii) cause certain Contracts with the landlord and certain customers, vendors and consultants of the Sellers to be amended, (iv) cause new Contracts with the landlord and certain customers, vendors and consultants of the Sellers to be entered into by and between (A) the landlord or such customers, vendors or consultants and (B) the Purchaser or one of its subsidiaries, and (v) minimize the disruption to the Business resulting from the Transactions, and in the cases of subsections (i) through (iv) hereof, such cooperation shall be consistent with Schedule 1.5(a). Notwithstanding any other provision of this Agreement, with regard to the foregoing matters set forth in this Section 4.2(b), (x) neither of the Sellers shall be required to incur any Liabilities or provide any financial accommodation in connection with any such matters,
DB2/ 40803689.18 - 16 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 21 of 153
(y) neither of the Sellers gives any assurance of any outcome of any efforts undertaken by or on behalf of either Seller or Purchaser with respect to any such matters, and (z) achievement of Purchaser’s or Purchaser Entity’s desired results with respect to any or all of such matters shall not be a condition to Purchaser’s and the Purchaser’s Entities to complete the Closing and consummate the Transactions.
(c) Filings. Sellers and Purchaser shall cooperate with one another (a) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any Applicable Law in connection with this Agreement and the Transactions, and (b) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers; provided, however, that Sellers’ obligations hereunder shall only continue until the Chapter 11 Cases are closed or dismissed.
(d) Third Party Consent Not Obtained at Closing. To the extent permitted by Applicable Law and the terms of the Purchased Assets, and not otherwise addressed in the Transition Services Agreement, in the event any third party consent has not been obtained by the Closing, at the Purchaser’s request, the party contemplated to be transferring such Purchased Asset under this Agreement (the “Transferring Party”) shall hold in trust for the Purchaser, as applicable, the relevant Purchased Asset until the earlier of such time as (i) the third party consent is obtained, (ii) the Chapter 11 Cases are closed or dismissed, or (iii) Purchaser elects not to assume such Purchased Asset. During such time period, and to the extent the treatment of such Purchased Asset is not otherwise addressed in the Transition Services Agreement, (1) Purchaser shall comply with all applicable covenants and obligations under the Purchased Assets, including the payment of any costs or expenses in connection therewith, (2) Purchaser shall be entitled to receive all of the benefits of the Transferring Party under the Purchased Asset, (3) Purchaser shall satisfy all Liabilities with respect to such Purchased Assets until the earliest of such time as (i) the third party consent is obtained, (ii) the Chapter 11 Cases are closed or dismissed, or (iii) Purchaser elects not to assume such Purchased Asset, and shall indemnify and hold Sellers harmless with respect to any such reasonable out-of-pocket expenses arising in the Ordinary Course of Business pursuant to a budget to be reasonably agreed to by the parties in good faith arising or otherwise relating to such period; provided that, each Seller covenants and agrees that in the event of clause (iii) of this sentence, it will wind down such Purchased Asset as soon as commercially reasonable and shall take all commercially reasonable measures to avoid or mitigate any losses, expenses and Liabilities.
(e) Other Purchased Assets Not Transferable at Closing. In the case of licenses, Permits, approvals, authorizations, leases, Contracts, and other commitments included in the Purchased Assets (including any inbound licenses and other Intellectual Property agreements) (i) that cannot be transferred or assigned effectively without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Purchaser (including executing, acknowledging, and delivering such further instruments, and performing all such other reasonable acts as may be necessary or appropriate in Purchaser’s reasonable determination) to obtain such consent and, if any such consent is not obtained, Sellers shall, following the Closing, and subject to any approval of the Bankruptcy Court that may be required, cooperate with Purchaser in all reasonable respects,
DB2/ 40803689.18 - 17 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 22 of 153
at the sole cost of Purchaser, to provide to Purchaser the benefits thereof in some other manner, including sub-licensing to Purchaser or any other way allowing Purchaser to use the relevant licenses, certificates, approvals, authorizations, leases, Contracts, agreements and other commitments for the period necessary to conduct the Business pertaining to the Purchased Assets in the Ordinary Course of Business, or (ii) that are otherwise not transferable or assignable (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, following the Closing, and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Purchaser to provide to Purchaser the benefits thereof in some other manner, including the exercise of the rights of Sellers thereunder or sub-licensing to Purchaser or any other way allowing Purchaser to use the relevant licenses, certificates, approvals, authorizations, leases, Contracts, agreements and other commitments for the period necessary to conduct the Business pertaining to the Purchased Assets in the Ordinary Course of Business.
4.3 Conduct of Business. Until the earlier of the termination of this Agreement and the Closing, except (i) as expressly contemplated by this Agreement, (ii) as required under the Bankruptcy Code or other Applicable Law, or (iii) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed):
(a) Sellers shall use commercially reasonable efforts to conduct the Business and operate and maintain, preserve and protect the Business and all of the Purchased Assets in the condition in which they exist on the Agreement Date, except for ordinary wear and tear and except for replacements, modifications or maintenance in the Ordinary Course of Business;
(b) Sellers shall use commercially reasonable efforts not to take, or agree to or commit to assist any other Person in taking, any action (i) that would reasonably be expected to result in a failure of any of the conditions to the Closing or (ii) that would reasonably be expected to impair the ability of Sellers or Purchaser to consummate the Closing in accordance with the terms hereof or to materially delay such consummation;
(c) Except as permitted by this Agreement, no Seller shall, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Purchased Assets other than in the Ordinary Course of Business;
(d) No Seller shall, directly or indirectly, permit, offer, agree or commit to permit, any of the Purchased Assets to become subject, directly or indirectly, to any Lien, Encumbrance or Claim except for Permitted Liens;
(e) No Seller shall assume, reject or assign any (i) Contract that may become a Transferred Contract other than through the assumption and assignment of the Assumed Contracts, as contemplated by this Agreement, to Purchaser, or (ii) lease;
(f) No Seller shall enter into new Contracts or amend or modify Contracts, including, but not limited to Contracts with customers, and no Seller shall amend, modify, extend, renew or terminate any lease, nor enter into any new lease, in each case other than in the Ordinary Course of Business;
DB2/ 40803689.18 - 18 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 23 of 153
(g) No Seller shall have any communications with such Seller’s customers other than communications (i) in the Ordinary Course of Business, (ii) in response to such customers’ inquiries regarding the Chapter 11 Cases or the transition of the Business to Purchaser, or (iii) in response to Purchaser’s express request for such communications;
(h) No Seller shall enter into any commitment for any expenditures that materially increase the Assumed Liabilities;
(i) Sellers shall make all post-petition payments related to Assumed Contracts (other than Cure Amounts) that become or became due or payable pursuant to the terms thereof, provided, however they arise or relate to the period prior to the earlier of the Closing Date or June 1, 2021;
(j) Sellers shall comply in all material respects with all material Applicable Laws;
(k) No Seller shall, directly or indirectly, cancel, forgive or compromise any material debt or claim or waive or release any material right of any Seller, in each case that constitutes a Purchased Asset;
(l) Sellers shall (v) conduct the Business in the Ordinary Course of Business, (w) use commercially reasonable efforts to preserve the existing business organization and keep management of the Business intact, (x) use commercially reasonable efforts to keep available the services of the Current Employees, to the extent reasonably feasible, and (y) use commercially reasonable efforts to maintain the existing relations with customers, carriers, suppliers, creditors, business partners, Current Employees and others having business dealings with the Business, to the extent reasonably feasible; and
(m) Other than as required by Applicable Law, no Seller shall (i) terminate the employment (other than for cause) of any employee, or (ii) increase the compensation payable to any employee.
Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct the business of Sellers prior to the Closing.
4.4 Press Releases and Public Announcements. Other than statements made in the Bankruptcy Court (or in pleadings, disclosures or notices filed therein) as contemplated by the Bid Procedures Order, the Sale Order or by such other order of the Bankruptcy Court, no party shall issue (prior to, on or after the Closing) any press release or make any public statement or public communication without the prior written consent of the other parties, which shall not be unreasonably withheld or delayed; provided, however, (i) Sellers, without the prior consent of Purchaser, may (A) make any such public announcement in connection with the Auction after having provided Purchaser at least one (1) Business Day to review and comment on such release or announcement (which comments shall be reasonably considered by the Seller) and (B) communicate with its and its Affiliates’ investors and potential investors relating to the Transactions contemplated by this Agreement; and (ii) Purchaser, without the prior consent of the Sellers, may (A) issue such press release or make such public statement as may, upon the advice of counsel, be required by Applicable Law (including any securities exchange) or any
DB2/ 40803689.18 - 19 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 24 of 153
Governmental Entity with competent jurisdiction and (B) communicate with its and its Affiliates’ investors and potential investors relating to the Transactions contemplated by this Agreement.
4.5 Covenant Not to Assign Purchased Avoidance Actions. Purchaser covenants and agrees that with respect to the Purchased Avoidance Actions that are to be sold, transferred, assigned, conveyed and delivered to Purchasing Entity pursuant to this Agreement, (i) Purchaser shall not assign the Purchased Avoidance Actions to any third party, and (ii) if the Purchased Avoidance Actions are sold, transferred, assigned, conveyed and delivered to a Purchasing Entity other than Purchaser, Purchaser shall cause such Purchasing Entity not to assign the Purchased Avoidance Actions to any third party. Sellers shall take reasonable steps to inform any litigation trustee, plan administrator, or other trustee or person responsible for the final liquidation of assets for the benefit of Sellers’ creditors that the Purchased Avoidance Actions are no longer property of the Sellers’ bankruptcy estates after the Closing.
ARTICLE V ADDITIONAL AGREEMENTS
5.1 Employment Covenants and Other Undertakings.
(a) Employees. Following the date of this Agreement and prior to the Closing, Purchaser shall offer to employ, commencing immediately following the Closing, no less than fifty (50) of the Sellers’ employees, at their base salaries or hourly wage, as the case may be, applicable to their employment by either Seller immediately prior to the Closing, and on other terms and conditions as Purchaser shall determine in its sole discretion. Sellers shall, upon reasonable notice from Purchaser, during reasonable business hours, permit Purchaser access to any employee records that Purchaser may reasonably request to facilitate Purchaser’s offers to and hiring of those of Sellers’ employees that it desires to hire under this Section 5.1(a), including but not limited to, job descriptions, time records, and employment data. At least two weeks prior to the Closing Date, Sellers shall permit Purchaser, during business hours and in a manner not unreasonably disruptive to Sellers’ business, to solicit employment applications from Sellers’ employees. Such employees who accept Purchaser’s offer to employ and commence employment with Purchaser as of the Closing Date shall be referred to collectively as the “Transferred Employees”.
(b) Sellers’ Benefit Plans and Obligations.
(i) All Transferred Employees shall cease to participate in each Benefit Plan effective as of the Closing, and Sellers shall be solely responsible for all costs, obligations, and Liabilities relating to such termination of participation. Sellers shall be solely responsible, and Purchaser shall have no obligations or Liability whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of Sellers and their Affiliates, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay, and any withholding Taxes thereto, for any period relating to the service with Sellers at any time on or prior to the Closing Date and Sellers shall pay and withhold from, as applicable, all such amounts to all entitled Persons on or prior to the Closing Date.
DB2/ 40803689.18 - 20 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 25 of 153
(ii) Except as set forth in Section 5.1(d), Sellers shall remain solely responsible for (A) the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of the Sellers and their Affiliates, or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date; (B) all worker’s compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Sellers and their Affiliates which relate to events occurring on or prior to the Closing Date; and (C) all claims relating to COBRA coverage attributable to “qualifying events” occurring on or prior to the Closing Date with respect to any current or former employees, officers, directors, independent contractors or consultants of the Sellers and their Affiliates, or the spouses, dependents or beneficiaries thereof. Sellers shall pay, or cause to be paid, all such amounts under this subsection to the appropriate persons as and when due.
(c) Purchaser Benefit Plans. Purchaser shall use commercially reasonable efforts to cause each Transferred Employee to receive full credit for the purpose of eligibility to participate in the employee benefit plans and arrangement of Purchaser in which such Transferred Employee participates for such Transferred Employee’s services with Sellers. With respect to any welfare benefit plan maintained by Purchaser for the benefit of Transferred Employees on or after the Closing Date, Purchaser shall use commercially reasonable efforts to (i) cause there to be waived any eligibility requirement, evidence of insurability or pre-existing condition limitations, and (ii) give effect, in determining any copay, deductible or maximum out of pocket limitations, to amounts paid by such Transferred Employee for each Benefit Plan in the plan year for which Closing occurs with respect to benefit plans heretofore maintained by Sellers.
(d) COBRA. To the extent required by Applicable Law, Purchaser shall provide group health plan coverage, pursuant to the requirements of COBRA, to all Sellers’ employees and former employees of Sellers receiving group health plan continuation coverage from Sellers on the Closing Date, and former employees of Sellers who are in a COBRA-election period on the Closing Date, each only to the extent that such Person: (i) properly requests such coverage, (ii) will not be hired by Purchaser, and (iii) timely pays for such coverage.
(e) No Third Party Beneficiaries. Without limiting the generality of Section 9.10, Sellers and Purchaser acknowledge and agree that all provisions contained in this Section 5.1 are included for the sole benefit of the Sellers and Purchaser, and that nothing herein shall create any third party beneficiary or other right (i) in any other Person including any current or former employees, directors, officers or consultants of or to either Seller, any participant in any Benefit Plan, or any dependent or beneficiary thereof, or (ii) to continue employment with Purchaser or any of its Affiliates.
5.2 Reasonable Access to Records and Certain Personnel.
(a) In order to facilitate Sellers’ efforts to administer and close the Chapter 11 Cases (including, without limitation, the preparation of filings in the Chapter 11 Cases and state, local and federal tax returns and other filings, reconciliation of claims filed in the Chapter 11 Cases, removal of corporate and other records and information relating or belonging to entities other than Sellers), for a period of three (3) years following the Closing, (i) Purchaser shall permit
DB2/ 40803689.18 - 21 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 26 of 153
Sellers’ counsel and other professionals and counsel for any successor to Sellers and its respective professionals (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Purchased Assets or the Business and the systems containing such information, books and records, which access shall include (x) the right of such Permitted Access Parties to copy or remove, as applicable, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (y) Purchaser’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Purchaser with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Purchaser for the reasonable costs and expenses thereof, and (ii) Purchaser shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access during regular business hours to assist Sellers and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of tax returns), provided that such access does not unreasonably interfere with the Purchaser’s business operations.
(b) Until a final decree is entered closing the Chapter 11 Cases of both of the Sellers, Sellers shall use their best efforts to take, or cause to be taken, all appropriate action and do or cause to be done all things necessary, proper or advisable to provide Purchaser and its representatives reasonable access during the Sellers’ regular hours, upon reasonable advance notice and under reasonable circumstances, subject to restrictions under Applicable Law, to the books and records of Sellers to the extent necessary for the preparation of financial statements or regulatory filings of Purchaser and any of its Affiliates in respect of periods ending on or prior to the Closing, or in connection with any Legal Proceedings. Purchaser and its representatives shall be solely responsible for any costs or expenses incurred by them pursuant to the preceding sentence. Notwithstanding the foregoing, Sellers may notify Purchaser in writing that Sellers intend to destroy all such books and records and offer Purchaser the right to take possession of the same. If Purchaser does not notify Sellers of its intention to take possession of all such books and records, and actually take possession thereof within sixty (60) days after receipt of Sellers’ notice, and if Sellers did make such books and records available in good faith so as to enable Purchaser to take possession thereof within such time frame, Sellers may destroy such books and records without any further obligations under this Section 5.2(b).
5.3 Bankruptcy Covenants. From and after the Agreement Date and until the Closing Date (or the earlier termination of this Agreement in accordance with its terms), Sellers and/or Purchaser, in each case as indicated below, covenant and agree as follows:
(a) Sellers and the Purchaser each shall act promptly, diligent and in good faith, and will promptly take such actions as are reasonably requested by the other party to assist in obtaining entry of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of providing necessary assurances of performance by Sellers of their obligations under this Agreement and Ancillary Agreements and demonstrating that Purchaser is a good faith buyer under Section 363(m) of the Bankruptcy Code. Sellers will provide Purchaser with a reasonable opportunity to review and comment upon all motions, applications, and supporting papers relating to the Transactions contemplated by this Agreement prepared by Sellers or any Affiliates (including forms of orders and notices to interested parties) prior to the filing thereof in the Chapter
DB2/ 40803689.18 - 22 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 27 of 153
11 Cases. All motions, applications, and supporting papers prepared by Sellers and relating to the Transactions contemplated by this Agreement to be filed on behalf of Sellers after the Agreement Date must be approved in form and substance by Purchaser.
(b) Sellers and Purchaser each shall act promptly, diligently and in good faith, and use their respective reasonable efforts, to effectuate and consummate the Transactions contemplated herein, including the sale of the Purchased Assets to Purchaser, under the terms and conditions of this Agreement, in each case, as soon as practicable, but in any case within the applicable timeframes contemplated by this Agreement, including promptly, diligently and in good faith, and using their respective best efforts in (i) contesting any applicable objections, (ii) responding to any applicable discovery requests, and (iii) contesting any applicable appeals or related relief. In the event an appeal is taken or a stay pending appeal is granted from the Sale Order, Sellers shall immediately notify Purchaser of such appeal or stay order and shall promptly provide to Purchaser a copy of the related notice of appeal or order of stay. Sellers shall also provide Purchaser with written notice of any motion or application filed in connection with any appeal from either of such orders.
(c) Each of the Sellers and the Purchaser shall continue to act in good faith and without any improper conduct, including collusion or fraud of any kind.
(d) To the extent Purchaser is the Successful Bidder at the Auction, no Seller shall take any action that is intended to or does result in, or fail to take any action the intent of which failure to act would or does result in, the reversal, voiding, modification or staying of the Sale Order.
(e) Sellers shall take such action as is reasonably necessary or appropriate to effect the assignment of Transferred Contracts to Purchasing Entity as contemplated by this Agreement, including executing any lease assignment agreements, if necessary, and other assignment or other documents, and providing required or appropriate notices, in each case, in forms reasonably satisfactory to Purchaser.
(f) Required Notices.
(i) In the event Purchaser is the Successful Bidder (as defined in the Bid Procedures Order) or Backup Bidder (as defined in the Bid Procedures Order) for the Purchased Assets, within 24 hours following the conclusion of the Auction the Sellers shall provide additional notice by overnight mail of that certain Notice of Successful Bid and Backup Bid filed with the Bankruptcy Court in accordance with the Bid Procedures Order, and the Notice of Proposed Sale of Substantially All of the Debtors’ Assets, Free and Clear of All Encumbrances, Other Than Assumed Liabilities, and Scheduling Final Sale Hearing Related Thereto [Bankruptcy Court Dkt. No. 167], in each case to: (i) the Sellers’ current and former employees for the four- year period prior to the Petition Date; and (ii) Sumrina Yousuf, Jordan Misiura, Kemal Erden, California Labor & Workforce Development Agency, Equal Employment Opportunity Commission, California Department of Fair Employment and Housing, Dennis F. Moss of Moss Bollinger LLP.
DB2/ 40803689.18 - 23 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 28 of 153
(ii) Each Seller shall provide Purchaser (i) with copies of all motions or pleadings relating to this Agreement, the Sale Order, or the Transactions contemplated under any of the foregoing prior to the intended date of filing, and (ii) with reasonable notice of any objections raised by any party in interest with respect to this Agreement, the Sale Order or the Transactions contemplated by any of the foregoing.
ARTICLE VI CONDITIONS AND CLOSING DELIVERIES
6.1 Conditions to Obligations of Purchaser.
(a) Conditions. The obligations of Purchaser hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived in writing by Purchaser):
(i) Accuracy of Representations and Warranties. As of the Agreement Date and as of the Closing (in each case, except for any representation or warranty that is expressly made as of a specified date, in which case as of such specified date), (i) each representation or warranty contained in Section 2.1 and Section 2.2 shall be true and correct in all respects other than de minimis exceptions, and (ii) each other representation or warranty set forth in Article II shall be true and correct in all respects, except where the failure of such representations and warranties referred to in this clause (ii) to be true and correct, individually or in the aggregate with other such failures, has not had, and would not reasonably be expected to have, a material adverse effect; provided, however, that for purposes of determining the accuracy of representations and warranties referred to in clause (ii) for purposes of this condition, all qualifications as to “materiality” and “material adverse effect” contained in such representations and warranties shall be disregarded.
(ii) Covenants. Each Seller will have performed and complied in all material respects with all of its covenants and obligations contained in this Agreement (to the extent that such covenants and obligations require performance by such Seller on or before the Closing).
(iii) Required Notices. Sellers shall have provided the additional notices by overnight mail required by Section 5.3(f)(i) pursuant to Section 5.3(f)(i).
(iv) Sale Order Entered. The Bankruptcy Court shall have entered the Sale Order on the Bankruptcy Court docket in the Chapter 11 Cases and no stay with respect thereto (including any stay pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, 9014 or otherwise) shall be in effect as of the Closing Date.
(b) Receipt of Sellers’ Closing Deliverables. At the Closing, Sellers shall deliver to Purchaser:
(i) The Bill of Sale duly executed by Sellers;
(ii) The Assignment and Assumption Agreement duly executed by Sellers;
DB2/ 40803689.18 - 24 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 29 of 153
(iii) The Patent Assignment Agreement duly executed by Sellers;
(iv) The Trademark Assignment Agreement duly executed by Sellers;
(v) The Copyright Assignment Agreement duly executed by Sellers;
(vi) The Domain Name Assignment Agreement duly executed by Sellers;
(vii) The Transition Services Agreement duly executed by Sellers;
(viii) A certificate of non-foreign status in accordance with U.S. Treasury Regulations Section 1.1445-2(b) from each Seller in form reasonably satisfactory to Purchaser; and
(ix) A certificate executed by a duly authorized officer of each of Sellers certifying that the conditions in Sections 6.1(a)(i), 6.1(a)(ii), and 6.1(a)(iii) have been satisfied.
6.2 Conditions to Obligations of Sellers.
(a) Conditions. The obligations of Sellers hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived in writing by Sellers):
(i) Accuracy of Representations and Warranties. The representations and warranties of Purchaser set forth in this Agreement in all material respects as of the Agreement Date and as of the Closing Date with the same force and effect as if they had been made on the Closing Date.
(ii) Covenants. Purchaser will have performed and complied in all material respects with all of its covenants and obligations contained in this Agreement (to the extent that such covenants and obligations require performance by Purchaser on or before the Closing).
(iii) Sale Order Effective. The Bankruptcy Court shall have entered the Sale Order on the Bankruptcy Court docket in the Chapter 11 Cases and no stay with respect thereto (including any stay pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, 9014 or otherwise) shall be in effect as of the Closing Date.
(b) Receipt of Purchaser Closing Deliverables. At the Closing, Purchaser shall deliver to Sellers the following:
(i) An amount equal to the Purchase Price to an account designated in writing by MobiTV;
(ii) The Bill of Sale duly executed by Purchaser;
DB2/ 40803689.18 - 25 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 30 of 153
(iii) The Assignment and Assumption Agreement duly executed by Purchaser;
(iv) The Patent Assignment Agreement duly executed by Purchaser;
(v) The Trademark Assignment Agreement duly executed by Purchaser;
(vi) The Copyright Assignment Agreement duly executed by Purchaser;
(vii) The Domain Name Assignment Agreement duly executed by Purchaser;
(viii) The Transition Services Agreement duly executed by Sellers;
(ix) A certificate executed by a duly authorized officer of Purchaser certifying that the conditions in Sections 6.2(a)(i) and 6.2(a)(ii) have been satisfied; and
(x) A certificate of the Secretary of Purchaser (a) certifying as to the truth and correctness of the (i) the attached charter documents of the Purchaser, (ii) resolutions of the Board of Directors of Purchaser, and if applicable, equity holders of Purchaser, approving the execution, delivery and performance of this Agreement and all Ancillary Agreements to which Purchaser is a party and the consummation of the Transactions and (b) attaching a certificate of good standing from the jurisdiction of Purchaser’s formation certifying that that Purchaser exists and is in good standing in such jurisdiction.
ARTICLE VII TAX MATTERS
7.1 Transfer Taxes. Sellers agree to use commercially reasonable efforts to cooperate with Purchaser in taking advantage of any applicable exemptions that will eliminate or minimize any otherwise applicable Transfer Taxes imposed in connection with the purchase and sale of the Purchased Assets.
7.2 Real and Personal Property Taxes. For purposes of this Agreement, all real property, ad valorem and personal property Taxes arising from the ownership or use of the Purchased Assets for the calendar year (or taxable period) in which the Closing occurs (collectively, “Property Taxes”) shall be prorated between Purchaser and Sellers as of the Closing regardless of when Property Taxes are actually billed and payable, based on the most recent statement of Property Taxes which is available at the time of Closing. For the avoidance of doubt, such Property Taxes shall include any special or general assessments on the Purchased Assets which are payable in installments, which shall be payable in accordance with the proration methodology outlined under this Section 7.2. Sellers shall be responsible for paying their pro rata share of all such Property Taxes relating to the period on or prior to the Closing. Purchaser shall be responsible for such Property Taxes relating to the period after the Closing. To the extent possible, prorations shall be made on and as of the Closing Date; otherwise, the parties hereto shall make prorations within 90 days following the Closing Date or, if 90 days is not reasonably practical, within such longer timeframe following the Closing Date as is reasonably practical.
DB2/ 40803689.18 - 26 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 31 of 153
Purchaser shall file, or cause to be filed, all required Tax Returns incident to all Property Taxes, which Tax Returns are due after the Closing Date, and shall pay or cause to be paid to the Governmental Entities all such Property Taxes reflected on such reports or returns even if some are for periods prior to the Closing Date. If a party hereto pays a Property Tax that is allocable to another party pursuant to this Section 7.2 and such Property Tax is not otherwise borne by the non- paying party through a proration of Taxes at or after Closing or by way of an adjustment to the Purchase Price, the non-paying party shall reimburse the paying party within thirty (30) days after invoice for any such Property Taxes allocable to the non-paying party per this Section 7.2. Any payments made to any party pursuant to this Section 7.2 shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Purchaser and Sellers on their Tax Returns to the extent permitted by Applicable Law.
7.3 Tax Information. Sellers will promptly provide or make available to Purchaser copies of all Tax Returns (other than income Tax Returns of Sellers) with respect to the Purchased Assets, Assumed Liabilities or the Business that are filed as of the date of this Agreement and on or prior to Closing, including giving Purchaser access to all supporting work papers. Sellers shall permit Purchaser to review and comment on each such Tax Return prior to filing it, providing Purchaser with a reasonable time for such review and comment, and shall reasonably and in good faith consider such revisions to such Tax Returns as are requested by Purchaser.
7.4 Bulk Sales Laws. Purchaser hereby waives compliance by Sellers with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. The parties intend that pursuant to Section 363(f) of the Bankruptcy Code, the transfer of the Purchased Assets shall be free and clear of any Liens and Encumbrances on the Purchased Assets (other than Permitted Liens), including any Liens or Encumbrances arising out of the bulk transfer laws, and the parties shall take such steps as may be necessary or appropriate to so provide in the Sale Order.
ARTICLE VIII TERMINATION
8.1 Termination. This Agreement may be terminated at any time before the Closing:
(a) by the mutual written consent of Purchaser and Sellers;
(b) by either Purchaser or Sellers if the Closing shall not have occurred within thirty (30) days following the entry of the Sale Order, provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this agreement shall have been the cause of, or shall have resulted in, the failure of the closing to occur prior to such date;
(c) by the Sellers, if (x) any of the representations and warranties of Purchaser contained in this Agreement shall fail to be true and correct, or (y) there shall be a breach by the Purchaser of its covenants or agreements in this Agreement that in either case (i) would result in the failure of a condition set forth in Section 6.1(a) and (ii) which is not curable or, if curable, is not cured within ten (10) calendar days after written notice thereof is delivered by the Sellers to
DB2/ 40803689.18 - 27 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 32 of 153
Purchaser; provided, that Sellers may not terminate this Agreement pursuant to this Section 8.1(c) if either Seller is in material breach of this Agreement;
(d) by the Purchaser, if (x) any of the representations and warranties of the Sellers contained in this Agreement shall fail to be true and correct, or (y) there shall be a breach by Sellers of covenants or agreements in this Agreement that in either case (i) would result in the failure of a condition set forth in Section 6.2(a) and (ii) which is not curable or, if curable, is not cured within ten (10) calendar days after written notice thereof is delivered by Purchaser to Sellers; provided, that Purchaser may not terminate this Agreement pursuant to this Section 8.1(d) if Purchaser is in material breach of this Agreement;
(e) by either the Sellers or the Purchaser, if the Bankruptcy Court approves the sale of the Purchased Assets to a Successful Bidder other than Purchaser herein, provided, however, that Purchaser may not terminate this Agreement pursuant to this Section 8.1(e) if Purchaser has been designated the Backup Bidder in the Auction until the earlier of (x) the closing of the Third-Party Sale or (y) the termination of Purchaser’s obligation to consummate the Transactions as the Backup Bidder under the Bid Procedures Order, provided that nothing in this Section 8.1(e) shall limit Purchasers right to termination this Agreement under any other provision of this Section 8.1; or
(f) by either the Sellers or the Purchaser, if the Chapter 11 Case of any Seller or any of its affiliated debtors is converted to a case under chapter 7 or is dismissed prior to Closing.
Any termination of this Agreement under clauses (b) through (f) of this Section 8.1 will be effective by the delivery of a written notice of the terminating party to the other party or parties hereto.
8.2 Effect of Termination. If this Agreement is terminated as provided in Section 8.1, the termination of this Agreement will not affect, prejudice or impair any right or remedy to which Sellers or Purchaser may be entitled in the event such termination resulted from the other’s breach or default hereunder.
ARTICLE IX GENERAL PROVISIONS
9.1 Survival. No representations and warranties of the parties contained in this Agreement, the Seller Disclosure Letter (including any exhibit or schedule to the Seller Disclosure Letter) and in the other agreements and certificates contemplated hereby shall survive the Closing. All covenants and agreements of Sellers and Purchaser contained herein shall survive the Closing in accordance with their terms.
9.2 Bankruptcy Court Approval. The parties acknowledge that this Agreement shall not become effective until it has been approved by the Bankruptcy Court pursuant to the Sale Order.
9.3 No Successor Liability. Subject to the terms and conditions of the Sale Order, upon the Closing, Purchaser shall not be deemed to (a) be the successor of a Seller, (b) have, de facto or otherwise, merged with or into a Seller, (c) be a mere continuation or substantial
DB2/ 40803689.18 - 28 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 33 of 153
continuation of a Seller or the enterprise(s) of a Seller, or (d) be liable for any acts or omissions of a Seller in the conduct of the Seller’s Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, Purchaser shall not be liable for any Claims against a Seller or any of their predecessors or Affiliates, and except as provided in this Agreement, Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to any of the Sellers’ Business or any obligations of a Seller arising on or prior to the Closing Date, including Liabilities on account of any Taxes arising, accruing or payable under, out of, in connection with or in any way relating to the operation of the Sellers’ Business on or prior to the Closing Date.
9.4 Further Assurances. At the request and the sole expense of the requesting party, Purchaser or Sellers, as applicable, shall execute and deliver, or cause to be executed and delivered, such documents as Purchaser or Sellers, as applicable, or their respective counsel may reasonably request to effectuate the purposes of this Agreement and the Ancillary Agreements and to carry into effect the Transactions contemplated thereby.
9.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (a) on the date of delivery, if delivered personally or by commercial delivery service or mailed by registered or certified mail (return receipt requested) or (b) on the date of confirmation of receipt (or the next Business Day, if the date of confirmation of receipt is not a Business Day), if sent via facsimile (with confirmation of receipt) or email (with written confirmation of transmission) to a party hereto at the following address (or at such other address for a party as shall be specified by like notice):
(a) if to Purchaser:
TiVo Corporation c/o Chief Legal Officer of Xperi 2160 Gold Street San Jose, CA 95002 Attention: Chief Legal Officer Email: [email protected] Telephone No.: (408) 321-6027
with a copies (which shall not constitute notice) to:
Morgan, Lewis & Bockius LLP 1400 Page Mill Road Palo Alto, CA 94304 Attention: Rahul Kapoor and Eric Hwang Email: [email protected] and [email protected] Facsimile No.: (415) 442-1001 and (650) 843-4001 Telephone No.: (650) 843-7580 and (650) 843-7588
DB2/ 40803689.18 - 29 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 34 of 153
(b) if to Sellers:
MOBITV, INC. 1900 Powell Street, 9th Fl. Emeryville, CA 94608 Attention: Jay Komas, General Counsel Email: [email protected] Telephone No.: (415) 404-5774
with copies (which shall not constitute notice) to:
Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 Attention: Cynthia Clarfield Hess and Mark Porter Email: [email protected] [email protected] Facsimile No.: (650) 938-5200 Telephone No.: (650) 988-8500
and to
Pachulski Stang Ziehl & Jones LLP 150 California Street, 15th Fl. San Francisco, California 94111 Attention: Jason Rosell Email: [email protected] Telephone No.: (415) 263-7000
Each of the parties hereby consents to process being served by any party, respectively, in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of this Section 9.5.
9.6 Interpretation; Rules of Construction. When a reference is made in this Agreement to Articles, Sections or Exhibits, such reference shall be to an Article or Section of, or an Exhibit to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The phrases “provided to,” “furnished to,” and phrases of similar import when used herein, unless the context otherwise requires, shall mean that a true, correct and complete paper or electronic copy of the information or material referred to has been provided to the party to whom such information or material is to be provided. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; and (c) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. The symbol “$” refers to United States
DB2/ 40803689.18 - 30 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 35 of 153
Dollars. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” References to a Person are also to its permitted successors and assigns. All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.”
9.7 Auction Amendments; Other Amendment and Waiver.
(a) The parties acknowledge and agree that pursuant to the Bid Procedures Order if an Auction occurs and Sellers determine that the last Overbid (as defined in the Bid Procedures Order) submitted by Purchaser is the Successful Bidder (or if Purchaser is designated the Backup Bidder), then within two (2) Business Days following the conclusion of the Auction, Sellers and Purchaser shall enter into an amendment to this Agreement to reflect Purchaser’s last Overbid.
(b) Subject to Applicable Law, this Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditions here of may be waived, only by a written instrument executed by Purchaser and Sellers, or in the case of a waiver, by the party waving compliance. Any waiver by any party of any condition, or the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be or construed as furthering or continuing waiver of any such obligation, or of the breach of any other provision, term, covenant, representation or warranty of this Agreement.
9.8 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood that all parties hereto need not sign the same counterpart. The delivery by facsimile or by electronic delivery in PDF format of this Agreement with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this Agreement.
9.9 Entire Agreement. This Agreement, together with the Ancillary Agreements, and the schedules and exhibits hereto and thereto and the instruments referred to herein and therein, supersede all of other prior oral or written agreements among the parties solely with respect to the matters contained herein and therein, and this Agreement, together with the Ancillary Agreements and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein, constitute the entire understanding of the parties solely with respect to the matters contained herein in therein.
9.10 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties and their respective permitted successors and assigns (including without limitation the Permitted Access Parties), and is not for the benefit of, nor may the provision hereof be enforced by any other Person.
9.11 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or
DB2/ 40803689.18 - 31 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 36 of 153
otherwise by any party hereto without the prior written consent of all other parties hereto, and any such assignment without such prior written consent shall be null and void; provided that Purchaser may assign or delegate this Agreement or any of its rights, interests or obligations under this Agreement to any direct or indirect wholly owned subsidiary of Purchaser, without the consent of any other party hereto; provided, further, that in the event of any such assignment or delegation, Purchaser shall remain liable in full for the performance of its obligations hereunder. Subject to the immediately preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.
9.12 Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably necessary to effect the intent of the parties hereto. The parties hereto shall use all reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
9.13 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to its principles of conflicts of law. For so long as Sellers are subject to the jurisdiction of the Bankruptcy Court, the parties irrevocably elect, as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement or the Transactions contemplated hereby, and consent as to the foregoing to the exclusive jurisdiction of the Bankruptcy Court. After Sellers are no longer subject to the jurisdiction of the Bankruptcy Court, the parties irrevocably elect, as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement or the Transactions contemplated hereby, and consent to the jurisdiction of, any state or federal court having competent jurisdiction located in Delaware.
9.14 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms thereof and that the parties shall be entitled to specific performance of the terms there of, in addition to any other remedy that they may be entitled to at law or in equity, without the necessity of posting any bond or other security and without any requirement to prove actual damages.
9.15 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, RELATING TO OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ALL AN ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, ANTITRUST CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS TO THE OTHER PARTIES THAT IT HAS REVIEWED THIS WAIVER WITH LEGAL COUNSEL OF ITS OWN CHOOSING, OR HAS HAD THE OPPORTUNITY TO DO SO, AND KNOWINGLY AND
DB2/ 40803689.18 - 32 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 37 of 153
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THE WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS OF THIS AGREEMENT. IN THE EVENT OF LITIGATION THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO THE TRIAL BY THE COURT WITHOUT A JURY.
9.16 Expenses. Except as otherwise provided in this Agreement, each of the parties shall bear its own expenses in connection with this Agreement and the Transactions, including legal and accounting fees and commissions or finder’s fees, whether or not the Transactions are consummated.
9.17 Attorneys’ Fees. If any party hereto brings an action or other proceeding to enforce or interpret the terms of this Agreement, the prevailing party in that action or proceeding shall be entitled to have and recover from the non-prevailing party all such fees, costs and expenses including without limitation all court costs and reasonable attorneys’ fees as the prevailing party may suffer an incur in pursuit or defense of such action are proceeding.
9.18 Rules of Construction. The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.
[SIGNATURE PAGE FOLLOWS]
DB2/ 40803689.18 - 33 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 38 of 153
IN WITNESS WHEREOF, each of the undersigned parties has caused this Asset Purchase Agreement to be executed and delivered as of the date first written above.
PURCHASER:
TIVO CORPORATION
By: Name: Paul E. Davis Title: General Counsel and Corporate Secretary
SELLERS:
MOBITV, INC.
By: Name: Charles Nooney Title: Chief Executive Officer
MOBITV SERVICES, INC.
By: Name: Charles Nooney Title: Chief Executive Officer
[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT] Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 39 of 153
IN WITNESS WHEREOF, each of the undersigned parties has caused this Asset Purchase Agreement to be executed and delivered as of the date first written above.
PURCHASER:
TIVO CORPORATION
By: Name: Paul E. Davis Title: General Counsel and Corporate Secretary
SELLERS:
MOBITV, INC.
By: Name: Charles Nooney Title: Chief Executive Officer
MOBITV SERVICES, INC.
By: Name: Charles Nooney Title: Chief Executive Officer
[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT] Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 40 of 153
EXHIBIT A
DEFINITIONS
As herein, the following terms shall have the meanings indicated below:
“Affiliate” has the meaning set forth in Rule 145 promulgated under the Securities Act.
“Agreement” has the meaning set forth in the introductory paragraph hereof.
“Agreement Date” has the meaning set forth in the introductory paragraph hereof.
“Allocation” means an allocation of the Purchase Price plus the amount of any Assumed Liabilities (to the extent properly taken into account for Tax purposes) among the Purchased Assets.
“Ancillary Agreements” mean the Bill of Sale, the Assignment and Assumption Agreement, the Trademark Assignment Agreement, the Patent Assignment Agreement, the Copyright Assignment Agreement, the Domain Name Assignment Agreement, and the Transition Services Agreement.
“Applicable Law” means any federal, state, foreign, local, municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, order, writ, injunction, award, judgment or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
“Assigned Patents” whether or not the due date of any maintenance fees, annuities and the like thereof is lapsed, all Sellers’ right, title, and interest in and to (i) all United States and foreign Patents included in the Purchased Assets, including without limitation, those Patents listed in Schedule 1.1(ii) hereto and the inventions disclosed therein, (ii) all reissues, divisionals, re- examinations, renewals, extensions, provisionals, continuations, and continuations in part thereof, (iii) all foreign counterparts to any Patents described in clauses (i) and (ii), regardless of whether such foreign counterpart Patents are listed on Schedule 1.1(ii), (iv) all Patent Documents, and (v) all Patents which claim direct or indirect priority to, or to which direct or indirect priority is claimed by, any of the Patents described in clauses (i), (ii), or (iii).
“Assignment and Assumption Agreement” means that certain Assignment and Assumption Agreement entered into between Purchaser and Sellers in the form attached hereto as Exhibit C.
“Assumed Liabilities” has the meaning set forth in Section 1.3.
“Auction” means the auction sale of the Purchased Assets to be conducted by Sellers under the terms and conditions of the Bid Procedures Order.
“Bankruptcy Code” means the United States Bankruptcy Code, as amended from time to time.
DB2/ 40803689.18 A-1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 41 of 153
“Bankruptcy Court” has the meaning assigned to it in the Recitals.
“Benefit Plan” means any plan, program, policy, practice, agreement or arrangement (each whether written or unwritten) providing for compensation, incentive compensation, employment, bonus, commission, retirement, pension, health and welfare, retiree health, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind including each “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA) which is or has been maintained, sponsored, contributed to, or required to be contributed to, by either of the Sellers or any of its ERISA Affiliates for the benefit of any current or former officer, director, service provider or employee or with respect to which Sellers or any of its ERISA Affiliates have or may have any Liability or obligation.
“Bid Procedures Order” means that certain Order (A) Approving Bidding Procedures for the Sale of Substantially All Assets of the Debtors; (B) Approving Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases; (C) Scheduling the Auction and Sale Hearing; and (D) Granting Related Relief [Bankruptcy Court Dkt. No. 164].
“Bill of Sale” means that certain Bill of Sale from Sellers in favor of the Purchaser in the form attached hereto as Exhibit B.
“Business” has the meaning assigned to it in the Recitals.
“Business Day” means a day (A) other than Saturday or Sunday and (B) in which commercial banks are open for business in San Francisco, California.
“Cash Equivalents” means all cash on hand and in banks, cash equivalents, marketable securities, short-term investments, treasury bills, money orders, checks, deposit account balances, instruments for the payment of money, certificates of deposit and other time deposits or letters of credit.
“Chapter 11 Cases” has the meaning assigned to it in the Recitals.
“Claim” has the meaning set forth in Bankruptcy Code §101(5), whether arising before or after the Petition Date, including all rights, claims, causes of action, defenses, debts, demands, damages, offset rights, recoupment rights, obligations, and liabilities of any kind or nature under any contract, at law or in equity, known or unknown, contingent or matured, liquidated or unliquidated, and all rights an remedies with respect thereto.
“Closing” has the meaning set forth in Section 1.6.
“Closing Date” has the meaning set forth in Section 1.6.
“Code” means the United States Internal Revenue Code of 1986, as amended.
“Committee” means the official committee of unsecured creditors appointed in the Chapter 11 Cases.
DB2/ 40803689.18 A-2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 42 of 153
“Contract” means any written or oral legally binding contract, agreement, instrument, commitment or undertaking of any nature (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders), including all amendments, supplements, exhibits and schedules thereto.
“Copyright Assignment Agreement” means that certain copyright assignment agreement entered into by Purchaser and Seller and dated as of the Closing in the form attached hereto as Exhibit D.
“Cure Amount” means all amounts, costs and expenses required by the Bankruptcy Court to cure all defaults under any Transferred Contracts so that they may be sold and assigned to Purchaser pursuant to Sections 363 and 365 of the Bankruptcy Code, as such amounts may be adjusted, if applicable, by agreement between Purchaser and the counterparty or counterparties to such Transferred Contracts.
“Cure Amount Cap” has the meaning set forth in Section 1.3(i).
“Current Employees” means all individuals employed by Sellers as of the day before the Closing Date, whether active or not (including those on short-term disability, leave of absence, paid or unpaid, or long-term disability).
“Decree” means any judgment, decree, ruling, decision, opinion, injunction, assessment, attachment, undertaking, award, charge, writ, executive order, judicial order, administrative order or any other order of any Governmental Entity.
“Documents” means all files, documents, reports, records, databases, photographs, letters, customer and supplier lists, technical documentation, user documentation, marketing documentation, quality control records and procedures, blueprints, all consumer and supplier files and documentation, supplier lists, records, literature and correspondence, including materials related to services, marketing, advertising, promotional materials, and other similar materials to the extent related to, used in, or held for use in, the Business or the Purchased Assets, but excluding any materials exclusively related to Excluded Assets or Excluded Liabilities or subject to a claim to attorney-client privilege, as well as any documents prepared by Sellers in connection with this Agreement, any Ancillary Agreements or the Chapter 11 Cases.
“Domain Name Assignment Agreement” means that certain domain name assignment agreement entered into by Purchaser and Seller and dated as of the Closing in the form attached hereto as Exhibit E.
“Encumbrance” means a security interest, pledge, hypothecation, mortgage, lien, encumbrance, demand, indenture, option, title defect, judgment, conditional sale or other title retention agreements and other similar impositions, imperfections or defects of title or restrictions on transfer or use (whether known or unknown, secured or unsecured or in the nature of setoff or recoupment, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or non- contingent, liquidated or unliquidated, matured or unmatured, material or nonmaterial, disputed or undisputed, whether arising prior to or subsequent to the commencement of the Chapter 11 Cases,
DB2/ 40803689.18 A-3 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 43 of 153
and whether imposed by agreement, understanding, Applicable Law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability).
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.
“ERISA Affiliate” means all Persons that would be treated together with the Sellers or any of their Affiliates as a “single employer” within the meaning of Section 414 of the Code or Section 4001 of ERISA.
“Excluded Assets” has the meaning set forth in Section 1.2.
“Excluded Liabilities” has the meaning set forth in Section 1.4.
“Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality, in each case whether domestic or foreign, any stock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, Tax or other governmental or quasi-governmental authority (including any governmental or political division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal).
“Intellectual Property” means algorithms, APIs, databases, data collections, diagrams, formulae, inventions (whether or not patentable), know-how, logos, designs, marks (including brand names, product names, logos, and slogans), methods, network configurations and architectures, processes, proprietary information, protocols, schematics, specifications, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web sites, works of authorship (including written, audio and visual materials) and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing).
“Intellectual Property Rights” means any and all of the following and all rights in, arising out of, or associated therewith, throughout the world: (i) patents, utility models, and applications therefor and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof, and equivalent or similar rights in inventions and discoveries anywhere in the world (“Patents”), (ii) unpatented information, invention disclosures, common law and statutory rights associated with trade secrets, engineering notebooks, confidential and proprietary information, and know how, industrial designs, and any registrations and applications therefor, (iii) trade names, logos, trade dress, trademarks and service marks, trademark and service mark registrations, trademark and service mark applications, together with all translations, adaptations, derivations and combinations thereof, including all registrations and applications for registration in the United States or any other country or jurisdiction pertaining to the same, and any common law rights therein and goodwill associated therewith (“Trademarks”), (iv) Internet domain name applications and registrations, Internet and World Wide Web URLs or addresses (“Domain Names”) (v) copyrights, moral rights, copyright registrations and applications therefor, and all other rights corresponding thereto (such as rights of renewal or extension), and economic rights of authors and inventors, however denominated, and any similar
DB2/ 40803689.18 A-4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 44 of 153
or equivalent rights to any of the foregoing (“Copyrights”), and (vi) any other intellectual property or other proprietary rights of any kind now known or hereafter recognized in any jurisdiction.
“IRS” means the United States Internal Revenue Service.
“Knowledge” with respect to the Sellers means, with respect to any fact, circumstance, event or other matter in question, the actual knowledge of the Charles Nooney, Teri Stevens, Bill Routt and Jay Komas.
“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, proceedings (public or private), claims, hearings, investigations, charges, complaints, demands or governmental proceedings.
“Liabilities” mean all debts, liabilities, commitments and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, liquidated or unliquidated, asserted or unasserted, known or unknown, whenever or however arising, including those arising under Applicable Law or any Legal Proceeding or order of a Governmental Entity and those arising under any Contract, regardless of whether such debt, liability, commitment or obligation would be required to be reflected on a balance sheet prepared in accordance with GAAP or disclosed in the notes thereto.
“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, claim, security interest, community or other marital property interest, equitable interest, license, option, right of way, easement, encroachment, servitude, right of first offer or first refusal, buy/sell agreement or other encumbrance with respect to the use, construction, voting, transfer, receipt of income or exercise of any other attribute of ownership in respect of such property or asset.
“Litigation” means any action, cause of action, suit, claim, investigation, mediation, audit, grievance, informal settlement demand, hearing or proceeding, whether civil, criminal, administrative or arbitral, whether at law or in equity and whether before any Governmental Entity or arbitrator.
“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award.
“Ordinary Course of Business” means the operation and conduct of the Sellers’ Business in the ordinary course, consistent with past practice, except as such practice is restricted, modified, affected or altered by the filing of the Chapter 11 Cases.
“Patent Assignment Agreement” means that certain patent assignment agreement entered into by Purchaser and Sellers and dated as of the Closing in the form attached hereto as Exhibit F.
“Patent Documents” means documents, records and files in the possession or control of Sellers and their counsel or agents (and including any and all of the inventors for the Assigned Patents) relating to the Assigned Patents, including (i) the original Patent for each of the Assigned Patents that has issued, (ii) complete prosecution files and docketing reports, including materials filed with the U.S. Patent Office (or the equivalent authority in any other country) with respect to such Assigned Patents and any other materials with respect to such Assigned Patents held in the
DB2/ 40803689.18 A-5 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 45 of 153
files of the attorneys or agents prosecuting such Assigned Patents, (iii) originals of all assignment agreements in their possession relating expressly to the Assigned Patents, including a written assignment to Sellers from each inventor for each Assigned Patent, and copies of all assignment agreements in their possession that encompass, but do not specifically identify, the Assigned Patents (such as, for example, employee and consultant invention assignment agreements for all inventors of the Assigned Patents), (iv) documents, records and files relating to the conception or reduction to practice of the claims made in any of the Assigned Patents, or to title, validity or enforceability of the Assigned Patents, (v) documents, records and files relating to any marking activities or to the assertion, licensing, enforcement or defense of any of the Assigned Patents, and (vi) any other materials or information in the possession or control of, or known to, Sellers, their counsel or their agents that is reasonably likely to be required to be produced in any litigation to enforce such Assigned Patents; but specifically excluding any attorney-client privileged information contained in any such documents, records and files.
“Permits” has the meaning set forth in Section 1.1(xi).
“Permitted Access Parties” has the meaning set forth in Section 5.2.
“Permitted Liens” means Liens and Encumbrances which will be released and discharged pursuant to the Sale Order.
“Person” means any natural person, company, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture, business organization or Governmental Entity.
“Personal Information” means any information that relates to an identified or identifiable individual or device data or that identifies or can be used to identify individuals either alone or in combination with other information, including name, street address, telephone number, e mail address, user name and password, photograph, government-issued identifier (including Social Security number, tax identification number, driver’s license number, or passport number), credit card number, bank information, or customer or account number, biometric identifiers or any other piece of information used or intended to be used to identify, contact, or precisely locate an individual. “Personal Information” also means information collected by or on behalf of Sellers from Seller’s products or services or any website or other online service of Sellers, including but not limited to: (i) any data regarding an individual’s activities online or on a mobile device or other application (e.g., searches conducted, web pages, video or other content visited or viewed), whether or not such information is associated with an identifiable individual; and (ii) Internet Protocol addresses or other persistent identifiers.
“Prepaid Assets” has the meaning set forth in Section 1.1(viii).
“Product” means each product or service owned, made, marketed, distributed, imported, licensed or sold by or on behalf of the Seller.
“Purchase Price” has the meaning set forth in Section 1.7(a).
“Purchased Assets” has the meaning set forth in Section 1.1.
DB2/ 40803689.18 A-6 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 46 of 153
“Purchased Avoidance Actions” means all causes of action, lawsuits, claims, rights of recovery and other similar rights of any Seller, including avoidance claims or causes of action under Chapter 5 of the Bankruptcy Code relating to the Business and the Purchased Assets.
“Purchased Intellectual Property” has the meaning set forth in Section 1.1(ii).
“Purchaser” has the meaning set forth in the introductory paragraph hereof.
“Purchaser Guarantor” means Xperi Holding Corporation, a Delaware corporation.
“Purchaser Guaranty” means that certain guaranty executed by Purchaser Guarantor simultaneously with the execution of this Agreement in the form attached hereto as Exhibit H.
“Purchasing Entity” has the meaning assigned to it in the Recitals.
“Sale Order” means an Order of the Bankruptcy Court to be provided by Purchaser as soon as practicable after being designated as the Successful Bidder and not later than five (5) calendar days before the Sale Hearing (as defined in the Bid Procedures Order): (a) approving (i) this Agreement, all Ancillary Agreements and any other Transaction documents and the execution, delivery, and performance by Sellers of this Agreement, all Ancillary Agreements and all other Transaction documents and the other instruments and agreements contemplated hereby and thereby; (ii) the sale of the Purchased Assets to Purchaser free and clear of all Liens and Liabilities, other than any Assumed Liabilities; (iii) the assumption of the Assumed Liabilities by Purchaser on the terms set forth herein and in the other Transaction documents; and (iv) the assumption and assignment to Purchaser of the Transferred Contracts on the terms set forth herein and in the other Transaction documents; (b) determining that Purchaser is a good faith purchaser; and (c) providing that the Closing will occur in accordance with the terms and conditions hereof.
“Sellers” has the meaning set forth in the introductory paragraph hereof.
“Seller Disclosure Letter” has the meaning set forth in Article II.
“Seller Owned Intellectual Property” means any and all Intellectual Property Rights and Intellectual Property that are owned by or exclusively licensed to, or purported to be owned by or exclusively licensed to Seller.
“Seller Owned Software” has the meaning set forth in Section 2.6(d).
“Sellers Registered Intellectual Property” means all Intellectual Property Rights that are registered, filed, or issued under the authority of, with or by any Governmental Entity (or other registrar with respect to domain names and the like), including: (A) Patents (including provisional applications); (B) registered Trademarks, intent-to-use applications, or other registrations or applications related to Trademarks; (C) registered Domain Names; and (D) registered Copyrights; in each case registered or filed in the name of either Seller.
“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (A) any net income, alternative or add on minimum tax, gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital stock, profits, license, registration, withholding, payroll,
DB2/ 40803689.18 A-7 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 47 of 153
social security (or equivalent), employment, unemployment, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible), environmental or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount (whether disputed or not) imposed by any Governmental Entity responsible for the imposition of any such Tax (domestic or foreign) (each, a “Tax Authority”), (B) any liability for the payment of any amounts of the type described in clause (A) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any Taxable period, and (C) any liability for the payment of any amounts of the type described in clause (A) or (B) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to assume such Taxes or to indemnify any other Person.
“Tax Return” means any return, statement, report or form (including estimated Tax returns and reports, withholding Tax returns and reports, any schedule or attachment, and information returns and reports) filed or required to be filed with respect to Taxes.
“Third-Party Sale” means the sale of all or substantially all of the Purchased Assets to a Person other than Purchaser or an Affiliate of Purchaser.
“Trademark Assignment Agreement” means that certain trademark assignment agreement entered into by Purchaser and Seller and dated as of the Closing in the form attached hereto as Exhibit G.
“Transactions” mean any transactions contemplated by this Agreement, any Ancillary Agreement and the Sale Order.
“Transition Services Agreement” means that certain Transition Services Agreement entered into between Purchaser and Sellers in a customary form to be agreed between the parties prior to the Closing.
“Transfer Taxes” means all sales, transfer, bulk sales, stamp, real property transfer, documentary, value added, use or similar Taxes arising from the transfer of the Purchased Assets from Sellers to Purchaser contemplated by this Agreement.
“Transferred Contract” has the meaning set forth in Section 1.5(a).
“Transferred Employees” has the meaning set forth in Section 5.1(a).
“Treasury Regulations” mean the United States Treasury Regulations promulgated under the Code.
************
DB2/ 40803689.18 A-8 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 48 of 153
EXHIBIT B
BILL OF SALE
B-1 DB2/ 40803689.18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 49 of 153
BILL OF SALE
This BILL OF SALE (“Bill of Sale”) is made and delivered as of ______, 2021 by MobiTV, Inc., a Delaware corporation (“MobiTV”) and MobiTV Services, Inc., a Delaware corporation and wholly owned subsidiary of MobiTV (“Services” and together with MobiTV, “Assignors”) and [Assignee] (“Assignee”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Purchase Agreement (as defined below).
WHEREAS, MobiTV and Services are debtors and debtors in possession in cases filed under Chapter 11 of the United States Bankruptcy Code, jointly administered in In re MobiTV, Inc., case no. 21-10457-LSS (the “Cases”), pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);
WHEREAS, Assignors and Assignee are parties to that certain Asset Purchase Agreement is made and entered into as of May 7, 2021 (the “Purchase Agreement”), and the transactions contemplated by the Purchase Agreement have been approved by the Bankruptcy Court pursuant to that certain Order (A) Approving the Sale Of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances and (B) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases (the “Sales Order”) which has been entered by the Bankruptcy Court [Bankruptcy Court Dkt. No. ____] and become effective;
WHEREAS, pursuant to the Purchase Agreement, Assignors have agreed to sell to Assignee, and Assignee has agreed to purchase from Assignors, the Purchased Assets;
WHEREAS, the execution and delivery of this Bill of Sale is required by Section 6.1(b)(i) and Section 6.2(b)(ii) of the Purchase Agreement; and
WHEREAS, by this Bill of Sale, Assignors are vesting in Assignee all of Assignors’ right, title and interest in, to and under the Purchase Assets (other than the Assumed Contracts).
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Assignee and Assignors do hereby agree as follows:
1. Assignment of Purchased Assets. Subject to the terms and conditions of the Purchase Agreement and the Sales Order, Assignors do hereby sell, transfer, assign, convey and deliver to Assignee, and Assignee does hereby purchase, acquire and accept from Assignors, all of Assignors’ right, title and interest in the Purchased Assets set forth on Schedule A, free and clear of Liens, Claims, Interests or Encumbrances to the extent provided in the Sales Order.
2. Terms of the Purchase Agreement. Notwithstanding anything to the contrary herein, Assignors and Assignee are executing and delivering this Bill of Sale in accordance with and subject to all of the terms and provisions of the Purchase Agreement (including, without limitation, the acknowledgement and disclaimer set forth in Section 2.16 thereof). In the event of a conflict between the terms and conditions of this Bill of Sale and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern, supersede and prevail.
DB2/ 40833023.2 1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 50 of 153
3. Governing Law; Venue; Waiver of Jury Trial. This Bill of Sale shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws. The remaining provisions of Section 9.13 (Governing Law; Jurisdiction) and 9.15 (Waiver of Jury Trial) of the Purchase Agreement are incorporated herein by reference mutatis mutandis as if set forth herein.
4. Counterparts. This Bill of Sale may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Bill of Sale (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and condition of this Bill of Sale.
5. Amendment; Waiver. Any provision of this Bill of Sale may be amended if, and only if, such amendment is in writing and signed by each party.
[Signature Page Follows]
DB2/ 40833023.2 2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 51 of 153
IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be executed as of the date first set forth above.
ASSIGNORS
MOBITV, INC.
By: Name: Title:
ASSIGNORS
MOBITV, INC.
By: Name: Title:
MOBITV SERVICES, INC.
By: Name: Title:
ASSIGNEE
[PURCHASER NAME]
By: Name: Title:
[Signature Page to Bill of Sale] DB2/ 40833023.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 52 of 153
SCHEDULE A
PURCHASED ASSETS Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 53 of 153
EXHIBIT C
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
C-1 DB2/ 40803689.18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 54 of 153
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and delivered as of ______, 2021 by MobiTV, Inc., a Delaware corporation (“MobiTV”) and MobiTV Services, Inc., a Delaware corporation and wholly owned subsidiary of MobiTV (“Services” and together with MobiTV, “Assignors”) and [Assignee] (“Assignee”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Purchase Agreement (as defined below).
WHEREAS, MobiTV and Services are debtors and debtors in possession in cases filed under Chapter 11 of the United States Bankruptcy Code, jointly administered in In re MobiTV, Inc., case no. 21-10457-LSS (the “Cases”), pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);
WHEREAS, Assignors and Assignee are parties to that certain Asset Purchase Agreement is made and entered into as of May 7, 2021 (the “Purchase Agreement”), and the transactions contemplated by the Purchase Agreement have been approved by the Bankruptcy Court pursuant to that certain Order (A) Approving the Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances and (B) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases (the “Sales Order”) which has been entered by the Bankruptcy Court [Bankruptcy Court Dkt. No. ____] and become effective;
WHEREAS, pursuant to the Purchase Agreement, Assignors have agreed to sell to Assignee, and Assignee has agreed to purchase from Assignors, the Purchased Assets;
WHEREAS, the execution and delivery of this Agreement is required by Section 6.1(b)(ii) and Section 6.2(b)(iii) of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Assignee and Assignors do hereby agree as follows:
1. Assignment of Transferred Contracts. Subject to the terms and conditions of the Purchase Agreement and the Sales Order, Assignors hereby assign to Assignee, all right, title and interest in and to the Transferred Contracts listed on Schedule A attached hereto (collectively, the “Transferred Contracts”).
2. Assumption. Subject to the terms and conditions of the Purchase Agreement and the Sales Order, Assignee hereby accepts the foregoing assignment and assumes and agrees to be bound by the terms and provisions of the Transferred Contracts and to faithfully perform all of Assignors’ obligations thereunder to be performed from and after the Closing Date as though Assignee had been the original contracting party thereunder, and undertakes to pay all Cure Amounts (if any) as determined by the Bankruptcy Court and assume and perform and discharged any Assumed Liabilities (if any) under the Transferred Contracts.
3. Terms of the Purchase Agreement. Notwithstanding anything to the contrary herein, Assignors and Assignee are executing and delivering this Agreement in accordance with
DB2/ 40833024.3 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 55 of 153
and subject to all of the terms and provisions of the Purchase Agreement (including, without limitation, the acknowledgement and disclaimer set forth in Section 2.16 thereof). In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern, supersede and prevail.
4. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws. The remaining provisions of Section 9.13 (Governing Law; Jurisdiction) and 9.15 (Waiver of Jury Trial) of the Purchase Agreement are incorporated herein by reference mutatis mutandis as if set forth herein.
5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and condition of this Agreement.
6. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each party or, in the case of a waiver, by the party against whom the waiver is to be effective.
[Signature Page Follow]
DB2/ 40833024.3 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 56 of 153
IN WITNESS WHEREOF, the undersigned has caused this Assignment and Assumption Agreement to be executed as of the date first set forth above.
ASSIGNORS
MOBITV, INC.
By: Name: Title:
MOBITV SERVICES, INC.
By: Name: Title:
ASSIGNEE
[PURCHASER NAME]
By: Name: Title:
[Signature Page to Assumption and Assignment Agreement] DB2/ 40833024.3 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 57 of 153
Schedule A
Transferred Contracts
DB2/ 40833024.3 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 58 of 153
EXHIBIT D
FORM OF COPYRIGHT ASSIGNMENT
D-1 DB2/ 40803689.18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 59 of 153
COPYRIGHT ASSIGNMENT AGREEMENT
This Copyright Assignment Agreement (this “Agreement”) is made and delivered as of ______, 2021, by MobiTV, Inc., a Delaware corporation (“MobiTV”) and MobiTV Services, Inc., a Delaware corporation and wholly owned subsidiary of MobiTV (“Services” and together with MobiTV, “Assignors”) and [Assignee] (“Assignee”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Purchase Agreement (as defined below).
WHEREAS, MobiTV and Services are debtors and debtors in possession in cases filed under Chapter 11 of the United States Bankruptcy Code, jointly administered in In re MobiTV, Inc., case no. 21-10457-LSS (the “Cases”), pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);
WHEREAS, Assignors and Assignee are parties to that certain Asset Purchase Agreement made and entered into as of May 7, 2021 (the “Purchase Agreement”), and the transactions contemplated by the Purchase Agreement have been approved by the Bankruptcy Court pursuant to that certain Order (A) Approving the Sale Of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances and (B) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases (the “Sales Order”) which has been entered by the Bankruptcy Court [Bankruptcy Court Dkt. No. ____], and become effective;
WHEREAS, pursuant to the Purchase Agreement, Assignors have agreed to sell to Assignee, and Assignee has agreed to purchase from Assignors, the Purchased Assets;
WHEREAS, the execution and delivery of this Agreement is required by Section 6.1(b)(v) and Section 6.2(b)(vi) of the Purchase Agreement pursuant to which Assignors will irrevocably assign and transfer to the Assignee, the Copyrights included in the Purchased Assets to Assignee.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Assignee and Assignors do hereby agree as follows:
1. Copyright Assignment. Subject to the terms and conditions of the Purchase Agreement and the Sales Order, Assignors do hereby sell, transfer, assign, convey and deliver to Assignee, and Assignee hereby does purchase, acquire and accept from Assignors, all right, title and interest in and to the following, free and clear of Liens, Claims, Interests or Encumbrances except to the extent provided in the Sales Order: whether or not the due date of any maintenance fees, annuities and the like thereof is lapsed, all Assignors right, title and interest in and to the Copyrights in the United States and elsewhere, and to all worldwide Copyrights, including all rights of registration, publication, rights to create derivative works, Moral Rights and all other rights that are incident to Copyright ownership recognized or arising under judicial or statutory law or other legal authority of the United States or any other country in the world, or any treaty to which any of the foregoing countries may be a party, for all the residue now unexpired of the
DB2/ 40830835.2 1 24941/00203/FW/11990566.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 60 of 153
present term of any and all such Copyrights and any term thereafter granted, all included in the Purchased Assets, including without limitation those Copyrights set forth on Schedule A attached hereto (collectively, the “Assigned Copyrights”), together with the right to sue and recover damages for future, present and past infringements of the Assigned Copyrights and to fully and entirely stand in the place of Assignors in all matters related to the Assigned Copyrights.
2. Moral Rights. The foregoing assignment includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Assignors hereby confirm that Assignors have for good and valuable consideration waived any Moral Rights, including, but not limited to, rights of attribution, integrity, and disclosure, arising from all or any part of the Assigned Copyrights, together with all claims for damages and other remedies asserted on the basis of Moral Rights, and assigns, transfers and conveys to Assignee any waivers granted to Assignors of any such Moral Rights with respect to the Assigned Copyrights. Assignors will confirm any such waivers and consents from time to time as requested by Assignee.
3. Further Assurances. Assignors shall cooperate with Assignee, at Assignee’s request, to enable Assignee to enjoy the fullest extent of the right, title and interest herein conveyed in the United States and other countries. Assignors agree to execute and deliver such other documents, when requested to effect the terms of this Agreement, and to take all such other actions that Assignee may reasonably request to effect the terms of this Agreement, and to execute and deliver any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required to effect the terms of this Agreement and its recordation in relevant state and national copyright offices (and their foreign equivalents). Assignors hereby appoints Assignee as its attorney-in-fact with respect to the Assigned Copyrights that are the subject of this Agreement the power to insert on this Agreement any further identification that may be necessary or desirable in order to comply with the rules of the United States Copyright Office, or rules of other governmental entities including but not limited to United States or foreign governments or copyright offices, for recordation of this document. Assignors irrevocably constitute and appoint Assignee, with full power of substitution, to be their true and lawful attorney, and in their name, place or stead, to execute, acknowledge, swear to and file, all instruments, conveyances, certificates, agreements and other documents, and to take any action which shall be necessary, appropriate or desirable to effectuate the transfer, or prosecution of the Assigned Copyrights in accordance herewith; provided, however, that such power shall be exercised by Assignee only if Assignors fail to promptly take the necessary actions required hereunder to affect or record such transfer, or for registration or renewal of such Assigned Copyrights following Assignee’s reasonable request, and being given a reasonable opportunity to do so. This power of attorney shall be deemed to be coupled with an interest and shall be irrevocable.
4. Terms of the Purchase Agreement. Notwithstanding anything to the contrary herein, Assignors and Assignee are executing and delivering this Agreement in accordance with and subject to all of the terms and provisions of the Purchase Agreement (including, without limitation, the acknowledgement and disclaimer set forth in Section 2.16 thereof). In the event
DB2/ 40830835.2 2 24941/00203/FW/11990566.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 61 of 153
of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions of this Agreement shall govern, supersede and prevail.
5. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws. The remaining provisions of Section 9.13 (Governing Law; Jurisdiction) and 9.15 (Waiver of Jury Trial) of the Purchase Agreement are incorporated herein by reference mutatis mutandis as if set forth herein.
6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and condition of this Agreement.
7. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each party or, in the case of a waiver, by the party against whom the waiver is to be effective.
[Signature Page Follows]
DB2/ 40830835.2 3 24941/00203/FW/11990566.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 62 of 153
IN WITNESS WHEREOF, the parties have caused this Copyright Assignment Agreement to be executed as of the date first set forth above.
ASSIGNORS
MOBITV, INC.
By: Name: Title:
MOBITV SERVICES, INC.
By: Name: Title:
ASSIGNEE
[PURCHASER NAME]
By: Name: Title:
DB2/ 40830835.2 [Signature Page to Copyright Assignment Agreement] Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 63 of 153
SCHEDULE A
ASSIGNED COPYRIGHTS
DB2/ 40830835.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 64 of 153
EXHIBIT E
FORM OF DOMAIN NAME ASSIGNMENT AGREEMENT
E-1 DB2/ 40803689.18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 65 of 153
INTERNET DOMAIN NAME ASSIGNMENT AGREEMENT
This INTERNET DOMAIN NAME ASSIGNMENT AGREEMENT (“Agreement”) is made and delivered as of ______, 2021, by MobiTV, Inc., a Delaware corporation (“MobiTV”) and MobiTV Services, Inc., a Delaware corporation and wholly owned subsidiary of MobiTV (“Services” and together with MobiTV, “Assignors”) and [Assignee] (“Assignee”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Purchase Agreement (as defined below).
WHEREAS, MobiTV and Services are debtors and debtors in possession in cases filed under Chapter 11 of the United States Bankruptcy Code, jointly administered in In re MobiTV, Inc., case no. 21-10457-LSS (the “Cases”), pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);
WHEREAS, Assignors and Assignee are parties to that certain Asset Purchase Agreement made and entered into as of May 7, 2021 (the “Purchase Agreement”), and the transactions contemplated by the Purchase Agreement have been approved by the Bankruptcy Court pursuant to that certain Order (A) Approving the Sale Of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances, and (B) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases (the “Sales Order”) which has been entered by the Bankruptcy Court [Bankruptcy Court Dkt. No. ____], and become effective;
WHEREAS, pursuant to the Purchase Agreement, Assignors have agreed to sell to Assignee, and Assignee has agreed to purchase from Assignors, the Purchased Assets;
WHEREAS, the execution and delivery of this Agreement is required by Section 6.1(b)(vi) and Section 6.2(b)(vii) of the Purchase Agreement pursuant to which Assignors will irrevocably assign and transfer to the Assignee, the Domain Names included in the Purchased Assets to Assignee.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Assignee and Assignors do hereby agree as follows:
1. Domain Name Assignment. Subject to the terms and conditions of the Purchase Agreement and the Sales Order, Assignors do hereby sell, transfer, assign, convey and deliver to Assignee, and Assignee hereby does purchase, acquire and accept from Assignors, all right, title and interest in and to the following, free and clear of Liens, Claims, Interests or Encumbrances except to the extent provided in the Sales Order: whether or not the due date of any maintenance fees, annuities, and the like thereof is lapsed, all Assignors’ right, title and interest in and to the Domains Names included in the Purchased Assets, including, without limitation, those Domain Names set forth on Schedule A hereto, together with any goodwill associated therewith (collectively, the “Assigned Domain Names”), with the right to sue and recover damages for future, present, and past infringements of the Assigned Domain Names and to fully and entirely stand in the place of the Assignors in all matters related to the Assigned Domain Names.
1 DB2/ 40830951.1 24941/00203/FW/11990630.1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 66 of 153
2. Further Assurances. Assignors shall cooperate with Assignee, at Assignee’s request, to enable Assignee to enjoy the fullest extent of the right, title and interest herein conveyed in the United States and other countries. Assignors agree to take the steps required by the current procedures promulgated by the domain’s registrar to transfer the Assigned Domain Names to Assignee. Assignors agree to execute and deliver such other documents, when requested to effect the terms of this Agreement, and to take all such other actions that Assignee may reasonably request to effect the terms of this Agreement, and to execute and deliver any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required to effect the terms of this Agreement and its recordation with relevant domain name registrars. Assignors grant the attorney of record the power to insert on this Agreement any further identification that may be necessary or desirable in order to comply with the rules of any domain name registrar for recordation of this document. Assignors irrevocably constitute and appoint Assignee, with full power of substitution, to be their true and lawful attorney, and in their name, place or stead, to execute, acknowledge, swear to and file, all instruments, conveyances, certificates, agreements and other documents, and to take any action which shall be necessary, appropriate or desirable to effectuate the transfer, or prosecution of the Assigned Domain Names in accordance herewith; provided, however, that such power shall be exercised by Assignee only if Assignors fail to promptly take the necessary actions required hereunder to affect or record such transfer, and being given a reasonable opportunity to do so. This power of attorney shall be deemed to be coupled with an interest and shall be irrevocable.
3. Terms of the Purchase Agreement. Notwithstanding anything to the contrary herein, Assignors and Assignee are executing and delivering this Agreement in accordance with and subject to all of the terms and provisions of the Purchase Agreement (including, without limitation, the acknowledgement and disclaimer set forth in Section 2.16 thereof). In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions of this Agreement shall govern, supersede and prevail.
4. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws. The remaining provisions of Section 9.13 (Governing Law; Jurisdiction) and 9.15 (Waiver of Jury Trial) of the Purchase Agreement are incorporated herein by reference mutatis mutandis as if set forth herein.
5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and condition of this Agreement.
6. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each party or, in the case of a waiver, by the party against whom the waiver is to be effective.
[Signature Page Follows]
2 DB2/ 40830951.1 24941/00203/FW/11990630.1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 67 of 153
IN WITNESS WHEREOF, the parties have caused this Domain Name Assignment Agreement to be executed as of the date first set forth above.
ASSIGNORS
MOBITV, INC.
By: Name: Title:
MOBITV SERVICES, INC.
By: Name: Title:
ASSIGNEE
[PURCHASER NAME]
By: Name: Title:
[Signature Page to Domain Name Assignment Agreement] DB2/ 40830951.1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 68 of 153
SCHEDULE A
ASSIGNED DOMAIN NAMES
DB2/ 40830951.1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 69 of 153
EXHIBIT F
FORM OF PATENT ASSIGNMENT AGREEMENT
F-1 DB2/ 40803689.18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 70 of 153
PATENT ASSIGNMENT AGREEMENT
This PATENT ASSIGNMENT AGREEMENT (this “Agreement”), is made and delivered as of ______, 2021, by MobiTV, Inc., a Delaware corporation (“MobiTV”) and MobiTV Services, Inc., a Delaware corporation and wholly owned subsidiary of MobiTV (“Services” and together with MobiTV, “Assignors”) and [Assignee] (“Assignee”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Purchase Agreement (as defined below).
WHEREAS, MobiTV and Services are debtors and debtors in possession in cases filed under Chapter 11 of the United States Bankruptcy Code, jointly administered in In re MobiTV, Inc., case no. 21-10457-LSS (the “Cases”), pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);
WHEREAS, Assignors and Assignee are parties to that certain Asset Purchase Agreement made and entered into as of May 7, 2021 (the “Purchase Agreement”), and the transactions contemplated by the Purchase Agreement have been approved by the Bankruptcy Court pursuant to that certain Order (A) Approving the Sale Of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances, and (B) Approving the Assumption And Assignment Of Executory Contracts and Unexpired Leases (the “Sales Order”) which has been entered by the Bankruptcy Court [Bankruptcy Court Dkt. No. ____], and become effective;
WHEREAS, pursuant to the Purchase Agreement, Assignors have agreed to sell to Assignee, and Assignee has agreed to purchase from Assignors, the Purchased Assets;
WHEREAS, the execution and delivery of this Agreement is required by Section 6.1(b)(iii) and Section 6.2(b)(iv) of the Purchase Agreement pursuant to which Assignors will irrevocably assign and transfer to the Assignee the Patents included in the Purchased Assets to Assignee.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Assignee and Assignors do hereby agree as follows:
1. Patent Assignment. Subject to the terms and conditions of the Purchase Agreement and the Sales Order, Assignors do hereby sell, transfer, assign, convey and deliver to Assignee, and Assignee hereby does purchase, acquire and accept from Assignors, all right, title and interest in and to the following, free and clear of Liens, Claims, Interests or Encumbrances except to the extent provided in the Sales Order: whether or not the due date of any maintenance fees, annuities and the like thereof is lapsed, all Assignors’ right, title, and interest in and to (i) all United States and foreign Patents included in the Purchased Assets, including without limitation, those Patents listed in Schedule A attached hereto and the inventions disclosed therein, (ii) all reissues, divisionals, re-examinations, renewals, extensions, provisionals, continuations, and continuations in part thereof, (iii) all foreign counterparts to any Patents described in clauses (i) and (ii), regardless of whether such foreign counterpart Patents are listed on Schedule A, (iv) - 1 - DB2/ 40829609.2 24941/00203/FW/11990059.1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 71 of 153
all Patent Documents, (v) all Patents which claim direct or indirect priority to, or to which direct or indirect priority is claimed by, any of the Patents described in clauses (i), (ii), or (iii) (collectively, the “Assigned Patents”), and (vi) all rights, claims, and privileges relating to the Assigned Patents throughout the world, including without limitation all rights to the underlying inventions, to claim priority on the basis thereof, to prosecute and maintain the Assigned Patents, to have any and all registrations issued in the name of Assignee, to sue and recover damages for past, present, and future infringement, to obtain injunctive or other equitable relief, and to collect royalties and other payments under or on account of any of the Assigned Patents in each case, regardless of whether in existence prior to, as of or after the Effective Date.
2. Commissioner of Patents. Assignors do hereby request and authorize the Commissioner of Patents and Trademarks of the United States of America and all other corresponding patent offices or authorities of other jurisdictions to issue letters patent, certificates of invention, utility models, or other governmental grants or issuances that may be granted upon any of the Assigned Patents and the inventions included in the Assigned Patents to Assignee or Assignee’s nominee, successor or assign.
3. Further Assurances. Assignors shall cooperate with Assignee, at Assignee’s request, to enable Assignee to enjoy the fullest extent of the right, title and interest herein conveyed in the United States and other countries. Such cooperation by Assignors shall include prompt production of pertinent facts and documents, giving of testimony, executing of assignment, petitions, oaths, specifications, declarations or other papers, and other assistance: (a) for obtaining, perfecting and maintaining in Assignee or its assignees or successors the right, title and interest herein conveyed, (b) for complying with any duty of disclosure, (c) for prosecuting any of said applications, (d) for filing and prosecuting substitute, divisional, continuing or additional applications covering said Assigned Patents, (e) for filing and prosecuting applications for reissue of any of said Assigned Patents, (f) for interference or other priority proceedings involving said Assigned Patents, (g) for legal proceedings involving the Assigned Patents, any applications therefor and any patents granted thereon, including opposition proceedings, cancellation proceedings, priority contests, public use proceedings, reexamination proceedings, compulsory licensing proceedings, infringement actions and court actions, and (h) for obtaining from Assignors’ counsel, transfer to Assignee of all relevant documents and materials related to the Assigned Patents. Assignee shall direct its employees (including all employed inventors for any of the Assigned Patents) to provide such cooperation, and to assist Assignee in obtaining such cooperation from any other inventors of any of the Assigned Patents (whether then employed or not). Assignors irrevocably constitute and appoint Assignee, with full power of substitution, to be their true and lawful attorney, and in their name, place or stead, to execute, acknowledge, swear to and file, all instruments, conveyances, certificates, agreements and other documents, and to take any action which shall be necessary, appropriate or desirable to effectuate the transfer, or prosecution of the Assigned Patents in accordance herewith; provided, however, that such power shall be exercised by Assignee only if Assignors fail to promptly take the necessary actions required hereunder to affect or record such transfer, or for prosecution of such Assigned Patents following Assignee’s reasonable request, and being given a reasonable opportunity to do so. This power of attorney shall be deemed to be coupled with an interest and shall be irrevocable.
- 2 - DB2/ 40829609.2 24941/00203/FW/11990059.1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 72 of 153
4. Terms of the Purchase Agreement. Notwithstanding anything to the contrary herein, Assignors and Assignee are executing and delivering this Agreement in accordance with and subject to all of the terms and provisions of the Purchase Agreement (including, without limitation, the acknowledgement and disclaimer set forth in Section 2.16 thereof). In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions of this Agreement shall govern, supersede and prevail.
5. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws. The remaining provisions of Section 9.13 (Governing Law; Jurisdiction) and 9.15 (Waiver of Jury Trial) of the Purchase Agreement are incorporated herein by reference mutatis mutandis as if set forth herein.
6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and condition of this Agreement.
7. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each party or, in the case of a waiver, by the party against whom the waiver is to be effective.
[Signature Page Follows]
- 3 - DB2/ 40829609.2 24941/00203/FW/11990059.1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 73 of 153
IN WITNESS WHEREOF, the parties have caused this Patent Assignment Agreement to be executed as of the date first set forth above.
ASSIGNORS
MOBITV, INC.
By: Name: Title:
MOBITV SERVICES, INC.
By: Name: Title:
ASSIGNEE
[PURCHASER NAME]
By: Name: Title:
[Signature Page to Patent Assignment Agreement] DB2/ 40829609.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 74 of 153
SCHEDULE A
ASSIGNED PATENTS
See attached.
DB2/ 40829609.2 Schedule A – Page 1 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 75 of 153
EXHIBIT G
FORM OF TRADEMARK ASSIGNMENT AGREEMENT
G-1 DB2/ 40803689.18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 76 of 153
TRADEMARK ASSIGNMENT AGREEMENT
This TRADEMARK ASSIGNMENT AGREEMENT (this “Agreement”), is made and delivered as of ______, 2021, by MobiTV, Inc., a Delaware corporation (“MobiTV”) and MobiTV Services, Inc., a Delaware corporation and wholly owned subsidiary of MobiTV (“Services” and together with MobiTV, “Assignors”) and [Assignee] (“Assignee”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Purchase Agreement (as defined below).
WHEREAS, MobiTV and Services are debtors and debtors in possession in cases filed under Chapter 11 of the United States Bankruptcy Code, jointly administered in In re MobiTV, Inc., case no. 21-10457-LSS (the “Cases”), pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);
WHEREAS, Assignors and Assignee are parties to that certain Asset Purchase Agreement made and entered into as of May 7, 2021 (the “Purchase Agreement”), and the transactions contemplated by the Purchase Agreement have been approved by the Bankruptcy Court pursuant to that certain Order (A) Approving the Sale Of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances, and (B) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases (the “Sales Order”) which has been entered by the Bankruptcy Court [Bankruptcy Court Dkt. No. ____], and become effective;
WHEREAS, pursuant to the Purchase Agreement, Assignors have agreed to sell to Assignee, and Assignee has agreed to purchase from Assignors, the Purchased Assets;
WHEREAS, the execution and delivery of this Agreement is required by Section 6.1(b)(iv) and Section 6.2(b)(v) of the Purchase Agreement pursuant to which Assignors will irrevocably assign and transfer to the Assignee, the Trademarks included in the Purchased Assets to Assignee.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Assignee and Assignors do hereby agree as follows:
1. Trademark Assignment. Subject to the terms and conditions of the Purchase Agreement and the Sales Order, Assignors do hereby sell, transfer, assign, convey and deliver to Assignee, and Assignee hereby does purchase, acquire and accept from Assignors, all right, title and interest in and to the following, free and clear of Liens, Claims, Interests or Encumbrances except to the extent provided in the Sales Order: whether or not the due date of any maintenance fees, annuities and the like thereof is lapsed, all Assignors’ right, title and interest in and to (i) all United States and foreign Trademarks, together with the goodwill associated with and symbolized by them, included in the Purchased Assets, including, without limitation, those Trademarks listed in Schedule A attached hereto (all such Trademarks referred to collectively as the “Assigned Trademarks”), (ii) all common law trademarks for which no applications or registrations exist, (iii) all registrations that have been or may be granted for any of the Assigned
DB2/ 40830579.2 1 24941/00203/FW/11990193.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 77 of 153
Trademarks, together with all common law rights associated with the applications and registrations, and all goodwill associated with the Assigned Trademarks and symbolized thereby, together with the right to sue and recover damages for future, present and past infringements of the Assigned Trademarks and to collect royalties and other payments under or on account of any of the Assigned Trademarks in each case, regardless of whether in existence prior to, as of or after the Effective Date, (iv) to fully and entirely stand in the place of Assignors in all matters related to the Assigned Trademarks, and (v) to bring any proceeding in the United States Patent and Trademark Office or any equivalent agency in any other country for cancellation or opposition or other proceeding in connection with the Assigned Trademarks.
2. Further Assurances. Assignors shall cooperate with Assignee, at Assignee’s request, to enable Assignee to enjoy the fullest extent of the right, title and interest herein conveyed in the United States and other countries. Assignors agree to execute and deliver such other documents, when requested to effect the terms of this Agreement, and to take all such other actions that Assignee may reasonably request to effect the terms of this Agreement, and to execute and deliver any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required to effect the terms of this Agreement and its recordation in relevant state and national trademark offices (and their foreign equivalents). Assignors grant the attorney of record the power to insert on this Agreement any further identification that may be necessary or desirable in order to comply with the rules of the United States Patent and Trademark Office, or rules of other entities including but not limited to United States or foreign governments or patent offices, for recordation of this document. Assignors irrevocably constitute and appoint Assignee, with full power of substitution, to be their true and lawful attorney, and in their name, place or stead, to execute, acknowledge, swear to and file, all instruments, conveyances, certificates, agreements and other documents, and to take any action which shall be necessary, appropriate or desirable to effectuate the transfer, or prosecution of the Assigned Trademark in accordance herewith; provided, however, that such power shall be exercised by Assignee only if Assignors fail to promptly take the necessary actions required hereunder to affect or record such transfer, or for prosecution of such Assigned Trademarks following Assignee’s reasonable request, and being given a reasonable opportunity to do so. This power of attorney shall be deemed to be coupled with an interest and shall be irrevocable.
3. Terms of the Purchase Agreement. Notwithstanding anything to the contrary herein, Assignors and Assignee are executing and delivering this Agreement in accordance with and subject to all of the terms and provisions of the Purchase Agreement (including, without limitation, the acknowledgement and disclaimer set forth in Section 2.16 thereof). In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions of this Agreement shall govern, supersede and prevail.
4. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws. The remaining provisions of Section 9.13 (Governing Law; Jurisdiction) and 9.15 (Waiver of Jury Trial) of the Purchase Agreement are incorporated herein by reference mutatis mutandis as if set forth herein.
DB2/ 40830579.2 2 24941/00203/FW/11990193.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 78 of 153
5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and condition of this Agreement.
6. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each party or, in the case of a waiver, by the party against whom the waiver is to be effective.
[Signature Page Follows]
DB2/ 40830579.2 3 24941/00203/FW/11990193.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 79 of 153
IN WITNESS WHEREOF, the parties have caused this Trademark Assignment Agreement to be executed as of the date first set forth above.
ASSIGNORS
MOBITV, INC.
By: Name: Title:
MOBITV SERVICES, INC.
By: Name: Title:
ASSIGNEE
[PURCHASER NAME]
By: Name: Title:
DB2/ 40830579.2 [Signature Page to Trademark Assignment Agreement] Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 80 of 153
SCHEDULE A
ASSIGNED TRADEMARKS
DB2/ 40830579.2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 81 of 153
EXHIBIT H
FORM OF PURCHASER GUARANTY
H-1 DB2/ 40803689.18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 82 of 153
GUARANTY This Guaranty (this “Guaranty”), dated as of May 12, 2021, is made by Xperi Holding Corporation, a Delaware corporation (“Guarantor”), in favor of and for MobiTV, Inc., a Delaware corporation, and MobiTV Service Corporation, a Delaware corporation (collectively, “Sellers”). Reference is made to the Asset Purchase Agreement dated May 12, 2021 (the “Purchase Agreement”) by and among Sellers, on the one hand, and TiVo Corporation, a Delaware corporation (“Buyer”), on the other hand. Terms initially capitalized herein and not otherwise defined will have the meaning ascribed in the Purchase Agreement. Sellers are debtors and debtors in possession in cases filed under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Sellers’ chapter 11 bankruptcy cases are jointly administered in In re MobiTV, Inc., case no. 21- 10457-LSS (the “Cases”). Sellers and Buyer have entered into the Purchase Agreement in connection with a sale of the Purchased Assets (as defined in the Purchase Agreement) to be submitted for approval of the Court. Guarantor is entering into this Guaranty, in part, to demonstrate adequate assurances of future performance by Buyer pursuant to the Purchase Agreement if the Transactions (as defined in the Purchase Agreement) are approved by the Court. Guarantor is a public company listed on Nasdaq under ticker symbol XPER. It is the sole equity holder of Buyer. Guarantor will continue to be the direct 100% equity holder of Buyer under the foregoing structure until the Closing Date. Guarantor understands that, were it not for this Guaranty, Sellers would not have agreed to enter into the Purchase Agreement with Buyer, and hereby agrees as follows: 1. Guaranty. Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment by Buyer of the Purchase Price, less the Deposit, by wire transfer of immediately available funds to the Sellers’ Accounts at the Closing, under Section 1.7(a) of the Purchase Agreement (the “Obligation”). This Guaranty is a guaranty of payment and performance of the Obligation and not of collection. Sellers shall not be obligated to enforce or exhaust their remedies against Buyer or under the Purchase Agreement before proceeding to enforce this Guaranty. This Guaranty is a direct guaranty and independent of the obligations of Buyer under the Purchase Agreement. Sellers may resort to Guarantor for payment and performance of the Obligation whether or not Sellers shall have resorted to any collateral therefor or shall have proceeded against Buyer or any other guarantors with respect to the Obligation. Sellers may, at their option, proceed against Guarantor and Buyer, jointly and severally, or against Guarantor only without having obtained a judgment against Buyer. Notwithstanding the foregoing, Sellers may not enforce this Guaranty against Guarantor unless and until such time as Buyer has failed to initiate the delivery (and confirm such initiation in writing) to Sellers of the Purchase Price, less the Deposit, by wire transfer of immediately available funds to the Sellers’ Accounts at the Closing, under Section 1.7(a) of the Purchase Agreement on the Closing Date or at such other time or on such other date as may be mutually agreed by the Sellers and Buyer in writing, and on the conditions required thereunder. If and to the extent that this Guaranty is enforced by Sellers upon Buyer’s failure to fulfill the Obligation, Guarantor shall be entitled to all defenses, offsets, claims, and other rights to the same extent that Buyer would itself be entitled to under the terms of the Purchase Agreement related to the Obligation. Under no circumstances will Sellers be liable to both Buyer and
DB2/ 40824110.6 - 1 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 83 of 153
Guarantor, nor both Buyer and Guarantor be liable to Sellers, for the same amounts or claims hereunder.
2. Guaranty Absolute and Unconditional. Guarantor agrees that its Obligation under this Guaranty is irrevocable, continuing, absolute and unconditional and shall not be discharged or impaired or otherwise affected by, and except as provided otherwise in this Guaranty, Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of: a. Any illegality, invalidity or unenforceability of the Obligation or the Purchase Agreement or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Obligations.
b. Any change in the time, place or manner of payment or performance of, or in any other term of the Obligation, or any rescission, waiver, release, assignment, amendment or other modification of the Purchase Agreement.
c. Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the Obligation, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Obligation.
d. Any default, failure or delay, willful or otherwise, in the performance of the Obligation.
e. Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or Buyer or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer or its assets or any resulting restructuring, release or discharge of the Obligation.
3. Waivers and Acknowledgements. Guarantor further acknowledges and agrees as follows: a. Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the presently existing and any future Obligation, until there is complete, irrevocable and indefeasible payment and satisfaction in full of the Obligation.
b. Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non- performance, default, acceleration, protest or dishonor and any other notice with respect to the Obligation and this Guaranty and any requirement that Sellers protect, secure, perfect or insure any lien or any property subject thereto.
4. Subrogation. Guarantor waives and shall not exercise any rights that it may acquire by way of subrogation, contribution, reimbursement or indemnification for payments made under this Guaranty until the Obligation has been indefeasibly paid and discharged in full.
DB2/ 40824110.6 - 2 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 84 of 153
5. Representations and Warranties. To induce Sellers to enter into the Purchase Agreement, Guarantor represents and warrants that: (a) Guarantor is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware; (b) this Guaranty constitutes Guarantor’s valid and legally binding agreement in accordance with its terms except as may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and by general equitable principles; (c) the execution, delivery and performance of this Guaranty have been duly authorized by all necessary action and will not violate any order, judgment or decree to which Guarantor or any of its assets may be subject; and (d) Guarantor is currently solvent and will not be rendered insolvent by providing this Guaranty.
6. Assignment. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that Guarantor may not, without the prior written consent of Sellers, assign any of its rights, powers or obligations hereunder. Any attempted assignment in violation of this section shall be null and void.
7. Governing Law; Jurisdiction; Disputes. This Guaranty shall in all aspects be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, and the obligations, rights and remedies of the parties shall be determined in accordance with such laws. For so long as Sellers are subject to the jurisdiction of the Bankruptcy Court, the parties irrevocably elect, as the sole judicial forum for the adjudication of any matters arising under or in connection with this Guaranty, and consent as to the foregoing to the exclusive jurisdiction of the Bankruptcy Court. After Sellers are no longer subject to the jurisdiction of the Bankruptcy Court, the parties irrevocably elect, as the sole judicial forum for the adjudication of any matters arising under or in connection with this Guaranty, and consent to the jurisdiction of, any state or federal court having competent jurisdiction located in Delaware. Sellers and Guarantor agree that in the event that there is a dispute between or an action brought by or against any Sellers, on the one hand, and Guarantor, on the other hand, then, upon the judgment in relation to such action, the prevailing party in such suit shall be entitled to collect its reasonable and documented costs and expenses (including court costs or reasonable and documented attorney fee) incurred in connection with such action.
8. Waiver of Jury Trial. GUARANTOR AND EACH SELLER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY.
9. Cumulative Rights. Each right, remedy and power hereby granted to Sellers and Guarantor or allowed them by applicable law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Sellers and Guarantor at any time or from time to time.
DB2/ 40824110.6 - 3 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 85 of 153
10. Severability. If any provision of this Guaranty is to any extent determined by final decision of a court of competent jurisdiction to be unenforceable, the remainder of this Guaranty shall not be affected thereby, and each provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law.
11. Entire Agreement; Amendments; Headings; Effectiveness. This Guaranty constitutes the sole and entire agreement of Guarantor and Sellers with respect to the subject matter hereof and supersedes all previous agreements or understandings, oral or written, with respect to such subject matter. No amendment or waiver of any provision of this Guaranty shall be valid and binding unless it is in writing and signed, in the case of an amendment, by Sellers and Guarantor, or in the case of a waiver, by the party against which the waiver is to be effective. Section headings are for convenience of reference only and shall not define, modify, expand or limit any of the terms of this Guaranty. Delivery of this Guaranty by facsimile or in electronic format shall be effective as delivery of a manually executed original of this Guaranty.
12. Term; Termination. This Guaranty shall automatically terminate upon either the (a) payment and satisfaction in full of the Obligation or (b) termination of the Purchase Agreement pursuant to Section 8.1 thereof. Upon termination of this Guaranty, Sellers shall, upon Guarantor’s request, execute and deliver to Guarantor such documents as Guarantor may reasonably request to evidence such termination.
[SIGNATURE PAGE FOLLOWS]
DB2/ 40824110.6 - 4 - Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 86 of 153
Intending to be legally bound as of the date first set forth above.
GUARANTOR
Dated: May 12, 2021 XPERI HOLDING CORPORATION
By: ______Paul E. Davis Chief Legal Officer and Corporate Secretary
Address:
2160 Gold Street San Jose, CA 95002
[SIGNATURE PAGE TO GUARANTY] Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 87 of 153
SCHEDULE 1.1(ii)
PURCHASED INTELLECTUAL PROPERTY
Schedule 2.6(a) is referenced and incorporated into Schedule 1.1(ii).
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 88 of 153
SCHEDULE 1.1(vi)
INVENTORY AND EQUIPMENT
Asset Description Asset Type 1 Apple MacBook Pro MF839 13IN - Cybage Computer Equipment 1 Lenovo Yoga 260 20FEA025IG - S. Sharma Computer Equipment 1 X 4240 HP Laserjet w/Duplexer Computer Equipment 10 GB Network Card for HP Server Servers - NOC/Data Center 10 GB Probe Appliance One Link Servers - NOC/Data Center 10 TV Stands with Wheels, Glass Shelf Furniture & Fixtures 10 x Dell 20.1 FPW screens Computer Equipment 10 x Dell 20.1 FPW screens Computer Equipment 100G Module for 9504 (Bear 10238) Servers - NOC/Data Center 100G NIC Cards SAC (Bear 10317) Servers - NOC/Data Center 100G QSFPs for TMO West SAC Conn (Bear 10353) Servers - NOC/Data Center 100g SMF - ATL (Bear 10205) Servers - NOC/Data Center 100G SMF - SAC (Bear 10204) Servers - NOC/Data Center 100G SMF cable for SAC - Consolidated (Bear 10427) Servers - NOC/Data Center 100G SMF Fiber Cable for Sparklight (Bear 10435) Servers - NOC/Data Center 10GB BASE-SR X2 MODULE Servers - NOC/Data Center 10GB SFP Optics (BC 10616) Servers - NOC/Data Center 10GB uplink for Nexus Servers - NOC/Data Center 10GBASE-ZR X2 MODULE Servers - NOC/Data Center 10GBASE-ZR X3 MODULE REMANUFACTURED Servers - NOC/Data Center 146GB 15K 4GB FC DISK UPG Servers - NOC/Data Center 15' Macbook Pro AntiGlare Laptop-P.Scanl Computer Equipment 15" Macbook Pro Laptops & Mac Mini CTO Computer Equipment 15IN MacBook Pro w/Touch Bar, 2.9GHZ 6-Co Computer Equipment 15IN MacBook Pro with Touch Bar Computer Equipment 15IN MacBook Pro with Touch Bar - 2.9GHZ Computer Equipment 15-In Macbook Pro with touch bar - space Computer Equipment 15IN MACBOOK PRO WITH TOUCH BAR - SPACE G Computer Equipment 15IN MacBook Pro with Touch Bar, 2.9GHZ 6 Computer Equipment 15IN MacBook Pro with Touch Bar, 2.9GHZ 6 Computer Equipment 15-Inch Apple MacBook Pro with Retina Di Computer Equipment 17 DELL Z563506SIN9, 7Gi7/7500U - Cybage Computer Equipment 2 Apple CPU Mac Mini MGEN2HN - Cybage Computer Equipment 2 DELL Z563506SIN9, 7Gi7/7500U - Cybage Computer Equipment 2 DELL Z563506SIN9,7Gi7/7500U - Cybage Computer Equipment Leasehold Improvements - 2 Emergency buttons (Kastle V40-031512) Current Lease 2 Hardware-Laptops, Accessories - Cybage Computer Equipment 2 NIC Cards for TMO SAC (Bear 10315) Servers - NOC/Data Center 20 Port 10/100/1000 RJ45 Servers - NOC/Data Center 20.1" Flat Panel Monitors Computer Equipment 20PORT 10/100/1000 RJ45 Servers - NOC/Data Center 20x Toshiba 450GB 2.5inch SAS Drives Server - IT 27IN IMAC Pro with Retina 5K Display 3.0 Computer Equipment 2811 W/ AC PWR 2FE 4HWIC 2PVDM 1NME 2AIM Servers - NOC/Data Center 2811 W/ AC PWR 2FE 4HWIC 2PVDM 1NME 2AIM Servers - NOC/Data Center 2TB SATA 7200 RPM Drives Servers - NOC/Data Center 2TB SATA Hard Drive Kit for Mac Pro Servers - NOC/Data Center
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 89 of 153
3 Apple CPU Mac Mini MGEN2HN - Cybage Computer Equipment 3 Apple Mac Book Pro MF839 13IN - Cybage Computer Equipment 3 DELL Z563506SIN9, 7Gi7/7500U - Cybage Computer Equipment 3 Macbook Mayur, J Collette, U. Zope (CDW 4768697 & 4733470) Computer Equipment 3 MacBooks (Neetu, Hiral, Rajesh) (CDWZRK7698, ZRJ7928, ZRJ7924,ZRJ7927,ZRK7715,ZRK7846) Computer Equipment 300GB SAVVIO SAS 10000 RPM 16MB 2.5IN- Servers - NOC/Data Center 32PORT 1-LOCAL 2-IP USERS DOMINIONKX2 VI Servers - NOC/Data Center 3VO TP ONELINK DOCK US Computer Equipment 3VO TP ONELINK DOCK US Computer Equipment 4 Chairs, 3 Office cushion, Keyboards, Ke Furniture & Fixtures 40 Herman Miller chairs Office Equipment 400GB 10K 4Gb FC UPG Servers - NOC/Data Center 40G MPO Fiber Cables for Atlanta Disaster Servers - NOC/Data Center 4264 Power Cord Splitter C14 Plug to 2 W Servers - NOC/Data Center 42TB RAW HYB EXP SHELF, 2x1M QUAL SAS Cab Servers - NOC/Data Center 4Caster C4-SC8 v1.6 Upgrade Software - Purchased 4G DAE FACTORY OR FIELD INSTALL Servers - NOC/Data Center 4G DAE FIELD INSTALL Servers - NOC/Data Center 4K UHD Laser Smart HomeTheater Projector Office Equipment 5 x Dell 20.1 Computer Equipment 5000 TPS SSL ADD-ON PG2 Software - Purchased 60 Emp Chairs & 10 Cof Chairs Office Equipment 60 Herman Miller Chairs Office Equipment 600GB 10K RPM 4GB FC DRIVE Servers - NOC/Data Center 7 Hardware-Laptops, Accessories - Cybage Computer Equipment 8 x Dell Ultra Sharp 2407FP Wide Flat Pa Computer Equipment 85w Magsafe 2 Power Adapter Computer Equipment ACER S277HK WMIDPP 27 LED Computer Equipment Active Device License for Witbe Robots Software - Purchased Additional hours for UAT, testing, syste Software - Purchased Additional Named User Agents Software - Purchased Additional Shipping for Asset 01639 Servers - NOC/Data Center ADO MASTER CS4 MAC TR. Mfg#: ADL-6502340 Software - Purchased Adobe Creative Suite 5 Design Premium - C Software - Purchased Adobe Creative Suite 5.5 for DevOps Software - Purchased Adobe Creative Suite 5.5 Master Collectio Software - Purchased Adobe Creative Suite 5.5 Master Collectio Software - Purchased Adobe Creative Suite 5.5 Master Collectio Software - Purchased Adobe CS6 Master Collection Software-For Software - Purchased Adobe Design Premium Software - Purchased Adobe Master Collection Software DevOps Software - Purchased Alba360 Historical Journal Entry module Software - Purchased Alienware 17 R5 Computer Equipment Alienware Area-51 ALX (224-7588) 12GB Tri Servers - NOC/Data Center Allied Painters Just Rite Wall Office Equipment Altova XML Spy 2007 Enterprise Software - Purchased APC AP9571, Rack PDU, Basic, 1U, 30A, 20 Servers - NOC/Data Center APC Netshelter SX42U 600mmx1077mm Black Servers - NOC/Data Center Aple Wireless Keyboard Computer Equipment App for Macbook Pro Computer Equipment App For MacBook Pro Computer Equipment App for Macbook Pro Computer Equipment App for MacBook Pro - Col/Ea Computer Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 90 of 153
app for macbook pro - for iphone develop Computer Equipment App for Macbook Pro - x3 Computer Equipment App for Macbook Pro & Apple 85W MagSafe Computer Equipment App for MacBook Pro/PBK-COL/AE-INT Computer Equipment App For Mackbook Pro Computer Equipment Appl IM 5K 27 3.2 1TB 32GB Computer Equipment ApplceCare Shalin and Do team (CDW WSG1062) Computer Equipment Apple (2) Sharlin and Do team (CDW WSD1354) Computer Equipment Apple 13 Inch MacBook Pro Space Gray Computer Equipment Apple 15 Inch Macbook Pro Computer Equipment Apple 15 Inch Macbook Pro Computer Equipment Apple 15 Inch MacBook Pro Computer Equipment Apple 895W MagSafe 2 Power Adapter Computer Equipment Apple BMP (2) L Garcia and E Sesto (CDW WXP3582) Computer Equipment Apple Care Computer Equipment Apple Care for Mac Mini Server - IT Apple Care for Macbook Pro Computer Equipment Apple Cinema Display (20" flat panel) Computer Equipment Apple iPad Mini4 Wifi and Power adapter Computer Equipment Apple Laptop India - Cybage 21920RE0214 Computer Equipment Apple Mac Mini 16GB RAM/1TB Fusion Drive Server - IT Apple Mac mini 3.2GHz Core i7 6-Core 8th Computer Equipment Apple Mac OS X Server License Software - Purchased Apple MacBook Air with Reina 13.3" core i Computer Equipment Apple Macbook Pro Computer Equipment Apple Macbook Pro Computer Equipment Apple MacBook Pro 13" with Retina Displa Computer Equipment Apple MacBook Pro 15.4" - Core i7-16GB Computer Equipment Apple Macbook Pro 15.4" Core i7 Computer Equipment Apple MacBook Pro I7/3.1 15" 16GB 512GB Computer Equipment Apple MacBook Pro I7/3.1 15" 16GB 512GB Computer Equipment Apple MacBook Pro I7/3.5 13" 16GB 512GB Computer Equipment Apple MacBook Pro I7/3.5 13" 16GB 512GB Computer Equipment Apple MacBook Pro Touch Bar 15.4" Core i9 Computer Equipment Apple MacBook Pro Touch Bar 15.4" Core i9 Computer Equipment Apple MacBook Pro Touch Bar 15.4" Core i9 Computer Equipment Apple MacBook Pro Touch Bar 15.4" Core i9 Computer Equipment Apple MacBook Pro Touch Bar 15.4" Core i9 Computer Equipment Apple MacBook Pro Touch Bar 15.4" Core i9 Computer Equipment Apple MacBook Pro Touch Bar 15.4" Core i9 Computer Equipment Apple MacBook Pro Touch Bar 15.4" Core i9 Computer Equipment Apple MacBook Pro w/ Touch Bar 15" Computer Equipment Apple MacBook Pro w/ Touch Bar 15" Computer Equipment Apple MacBook Pro w/ Touch Bar 15.4" Computer Equipment Apple MacBook Pro w/ Touch Bar 15.4" Computer Equipment Apple MacBook Pro w/Touch Bar 15.4" Computer Equipment Apple MacBook Pro with Touch Bar - 15.4" Computer Equipment Apple MacBook Pro with Touch Bar - 15.4" Computer Equipment Apple MacBook Pro with Touch Bar 15.4" Computer Equipment Apple MacBook Pro with Touch Bar 15.4" Computer Equipment Apple MacBook Pro with Touch Bar 15.4" Computer Equipment Apple MagSafe Airline Adapter Computer Equipment Apple MBP (4) for newhires and replacement (CDW TVQ2442/TVS9829) Computer Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 91 of 153
APPLE MBP 15 2.2GHZ RET 256GB 16GB Computer Equipment APPLE MBP 15 RET 2.2 512GB 16GB Computer Equipment Apple MBP 15IN RET I7 2.2 512GB 16GB Computer Equipment Apple MBP 15IN RET I7 2.2 512GB 16GB Computer Equipment Apple MBP- Charlie/Casey (4) CDW TXR6316 Computer Equipment Apple MBP-Charlie/Casey(4) CDW TXR6316 Computer Equipment Apple TV 4K 32GB and Apple TV 32GB Computer Equipment Apple wired Mighty Mouse Computer Equipment Apple wireless Mighty Mouse Computer Equipment Apple Xserve OS X License Software - Purchased APPLECARE 3YR IMAC-AUTO-ENROLL Computer Equipment APPLECARE 3YR MBP15/17 AUTO ENROLL Computer Equipment APPLECARE 3YR MBP15/17 AUTO ENROLL Computer Equipment AppleCare for Charlie/Casey (CDW VGK0189) Computer Equipment AppleCare for Ganesh, Terri(Jay), Spare ( CDW VXP6053) Computer Equipment AppleCare for Mac Mini Servers - NOC/Data Center AppleCare for Mac Mini and Macbook Computer Equipment Applecare for Mac Mini I7/3.0 16GB Servers - NOC/Data Center AppleCare for MacBook Pro 13" x1 Computer Equipment Applecare for MacBook Pro 13In Computer Equipment Applecare for MacBook Pro 15 Inch Computer Equipment AppleCare for MacBook Pro 15 Inch Computer Equipment AppleCare for MacBook Pro 15 Inch Computer Equipment AppleCare for MacBook Pro 15" Computer Equipment Applecare for MacBook Pro 15" Computer Equipment Applecare for MacBook Pro 15" Computer Equipment AppleCare for MacBook Pro 15" Computer Equipment AppleCare for MacBook Pro 15" Computer Equipment AppleCare for MacBook Pro 15" Computer Equipment Applecare for MacBook Pro 15" Computer Equipment Applecare for MacBook Pro 15" Computer Equipment AppleCare for MacBook Pro 15" Computer Equipment AppleCare for MacBook Pro 15" & 13" Computer Equipment Applecare for MacBook Pro 15" w/Retina Computer Equipment Applecare for MacBook Pro 15.4" Computer Equipment AppleCare for MacBook Pro 15.4" Computer Equipment AppleCare for MacBook Pro 15In Computer Equipment Applecare for MacBook Pro 15IN Computer Equipment AppleCare for MacBook Pro13IN Space Gray Computer Equipment Applecare for MacBook Pro15IN - Warranty Computer Equipment Applecare for MacBookPro 15IN Computer Equipment Applecare for Servers Servers - NOC/Data Center AppleCare L Garcia and E Sesto (CDW WXQ6359) Computer Equipment AppleCare Laptop for Casey (CDW VZH5866) Computer Equipment AppleCare Laptop for James Donnelley (CDW WCS6907) Computer Equipment AppleCare Protection Plan Computer Equipment AppleCare Protection Plan for MacBook Pro Computer Equipment AppleCare+ extended service agreement - 3 Computer Equipment AppleCare+ extended service agreement - 3 Computer Equipment AppleCare+ for IMAC Computer Equipment Applecare+ for Mac Mini Server - IT AppleCare+ for MacBook Pro 15" Computer Equipment Applecare+ for MacBook Pro 15" Computer Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 92 of 153
Applecare+ for MacBook Pro 15.4" Computer Equipment AppleCare+ for MacBook Pro 15IN Computer Equipment Applecare+ for MacBook Pro 15IN Computer Equipment Applecare+ for MacBook Pro 15IN Computer Equipment AppleCare+ for MacBook Pro 15IN Computer Equipment Applecare+ for MacBook Pro 15IN Computer Equipment AppleCare+ for MacBook Pro 15IN Computer Equipment AppleCare+ for MacBook Pro 15IN Computer Equipment Applecare+ for MacBook Pro 15IN Computer Equipment Applecare+ for MacBook Pro 15IN Computer Equipment Applecare+ for MacBook Pro 15IN Computer Equipment Applecare+ for MacBook Pro 15IN Computer Equipment APPLECARE+ FOR MACBOOK PRO 15IN Computer Equipment Applecare+ for MB PRO 15 Computer Equipment AppleCare+ for MB Pro 15" Computer Equipment Applecare+ for MB PRO 15" Computer Equipment Apple-Mac Pro CTO Computer Equipment Arista 7020R Switches (BC 10629) Servers - NOC/Data Center Arista 7280R Edge Switches TMO SAC (1) (Bear 10358) Servers - NOC/Data Center Arista 7280R Edge Switches TMO SAC (1) (Bear 10358) Software - Purchased Arista 7280R Edge Switches TMO SAC (2) (Bear 10372) Servers - NOC/Data Center Arista 7280R Edge Switches TMO SAC (2) (Bear 10372) Software - Purchased Arista 7280R2, 48 25GbESFP and 6x 100GbE Servers - NOC/Data Center Arista 7280R2, 48 25GbESFP and 6x 100GbE Servers - NOC/Data Center Arista 7280R2, 48 25GbESFP and 6x 100GbE Servers - NOC/Data Center Arista Fans and Power Sup -KS (Bear 10175) Servers - NOC/Data Center Arista License (Bear 10280) Software - Purchased Arista Switch 7020RA (Bear 10510) SAC Servers - NOC/Data Center Arista Switches (4) (Bear 10515) ATL Servers - NOC/Data Center Arista Switches for SAC (Bear 10179/10192) Servers - NOC/Data Center Arrow Sign Company - MobiTV Sign Office Equipment Art Work Furniture & Fixtures Art Work Furniture & Fixtures ASA 5500 SSL VPN 50 USER LICENSE Software - Purchased ASA 5500 SSL VPN 50 USER LICENSE Software - Purchased ASA 5520 Appliance with SW, HA, 4GE+1FE, Servers - NOC/Data Center ASA 5520 Applicance with SW, HA, 4GE+1FE Servers - NOC/Data Center ASA 5580-20 Appliance with 8 GE, Dual AC, Servers - NOC/Data Center ASA 5580-20 Appliance with 8 GE, Dual AC, Servers - NOC/Data Center Aspera Client - High Bandwidth (up to 300 Software - Purchased Aspera Enterprise Server License (MGO) Software - Purchased Aspera Licenses Software - Purchased AT & T -Install Contact Center Software - Purchased AT & T -One unity Office Equipment ATEME Encoders SAC (ATEME_1973) Servers - NOC/Data Center ATEME Encoders SAC (ATEME_1973) Software - Purchased Ateme Titan Encoders (300) (Ateme ATMINC_2017) Servers - NOC/Data Center Ateme Titan Encoders (300) (Ateme ATMINC_2017) Software - Purchased Ateme Titan Encoders 90 SD Ch 210 HD Ch (Ateme ATMINC_1989) Servers - NOC/Data Center Ateme Titan Encoders 90 SD Ch 210 HD Ch (Ateme ATMINC_1989) Software - Purchased ATL Capacity Incr. PowerEdge (2) (Bear 10303) Servers - NOC/Data Center ATL Routers (2) (Bear 10274) Servers - NOC/Data Center ATL Routers (2) (Bear 10274) Software - Purchased
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 93 of 153
Bear Data Configuration Server - IT BEI Construction - 9th Fl - Pd by MobiTV Leasehold Improvements BEI Construction - 9th Fl - Pd by MobiTV Leasehold Improvements BEI Construction - 9th Fl - Pd by MobiTV Leasehold Improvements BEI Construction - 9th Fl - Pd by MobiTV Leasehold Improvements BEI Construction -9th Fl - Pd by MobiTV Leasehold Improvements BEI Construction -9th Fl - TI Allowances Leasehold Improvements BEI Construction -9th Fl - TI Allowances Leasehold Improvements BEI Construction -9th Fl - TI Allowances Leasehold Improvements BEI Construction -9th Fl - TI Allowances Leasehold Improvements BI Archive Storage for TMO - Shipping (Bear 10266) Servers - NOC/Data Center BI Archive Storage for TMO (Bear 10253) Servers - NOC/Data Center BI Archive Storage for TMO (Bear 10253) Servers - NOC/Data Center BI Infrastructure Enhance (Disk Drives) Server - IT BI Storage (Bear 10217) Servers - NOC/Data Center BI Storage (Bear 10242) Servers - NOC/Data Center BI Team Storage for TMO and PTV Env (Bear 10264) Servers - NOC/Data Center BI Team Storage for TMO and PTV Env (Bear 10252) Servers - NOC/Data Center BI Team Storage for TMO and PTV Env (Bear 10267) Servers - NOC/Data Center BI Team StorageReadyNas 4360S for TMO and PTV Env (Bear 10254) Servers - NOC/Data Center Big SwitchLocal Traffic 8950-Technicolor Servers - NOC/Data Center BIG-IP SWITCH: LOCAL TRAFFIC MANAGER 840 Servers - NOC/Data Center BIG-IP SWITCH:LOCAL TRAFFIC MANAGER 8400 Servers - NOC/Data Center Blackout/Hacker Reporting (Jade Global) Software - Purchased Bladelogic Sr. Consultant Software - Purchased Bladelogic Sr. Consultant Software - Purchased Bladelogic Sr. Consultant Software - Purchased Bladelogic Sr. Consultant Software - Purchased Bladelogic Sr. Consultant Software - Purchased Bladelogic Sr. Consultant Software - Purchased Bladelogic Sr. Consultant Software - Purchased Bladelogic Sr. Consultant Software - Purchased BTO Mac Mini I7/3.0 16GB 1TB Fusion Servers - NOC/Data Center BTO Mac Mini I7/3.0 16GB 512GB FL Server - IT BTO Mac Mini I7/3.0 16GB 512GB FL Computer Equipment BTO MacBook Pro 15" I7/2.8 16GB 512GB Computer Equipment BTO MacBook Pro 15" I7/3.1 16GB w/Touch Computer Equipment BTO MacBook Pro 15IN I7/2.8 16GB 512GB RE Computer Equipment BTO MB AIR 13.3/1.6 16GB 512GB SPGR Servers - NOC/Data Center BTO MBP 15IN I7/2.6 16GB 560X 1TB SPGRY Computer Equipment BTO MBP 15TCH 32GP for Terri and Bill Computer Equipment BTO MBP 15TCH I9/2.9 32GB 560X 1TB SPGR Computer Equipment BTO MBP 15TCH SPGR I9/2.9 32GB VEGA20 2T Computer Equipment BTO MBP I5/3.1 13 Inch SPGR Computer Equipment BTO MBP I7/2.8 - 15" 16GB Computer Equipment BTO MBP I7/3.1 15" SPGR Computer Equipment BTO MBP I7/3.1 15IN 16GB 560 1TB SPGR Computer Equipment BTO MBP I7/3.1 15IN 16GB 560 1TB SPGR Computer Equipment BTO MBP I7/3.1 15IN 16GB 560 1TB SPGR Computer Equipment BTO MBP I7/3.1 15IN 16GB 560 1TB SPGR Computer Equipment BTO MBP I7/3.1 15IN SPGR Computer Equipment BTO MBP I7/3.1 15IN SPGR Computer Equipment Build Out of SMF1 QA Racks-RagingWire Servers - NOC/Data Center
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 94 of 153
Building Security Reader (Kastle V40-029980) EME Leasehold Improvements BusinessObjects Edge Standard Edition 10 Software - Purchased Cables for SAN Data Mover Installation Servers - NOC/Data Center Catalyst 3560 48 Port Office Equipment CATALYST 3560 48PORT 10/100/1000T POE 4 S Computer Equipment CATALYST 3560 48PORT 10/100/1000T POE 4 S Computer Equipment Catalyst 3560E 24 10/100/1000+2*10GE(X2) Servers - NOC/Data Center Catalyst 3750 12 SFP Standard Multilayer Servers - NOC/Data Center Catalyst 3750 12 SFP Standard Multilayer Servers - NOC/Data Center Catalyst 3750 48 10/100/1000T + 4 SFP St Servers - NOC/Data Center Catalyst 3750 48 10/100/1000T + 4 SFP St Servers - NOC/Data Center Catalyst 3750 48 10/100/1000T + 4 SFP Sta Servers - NOC/Data Center CATALYST 3750 48PT 10/100/1000T AND 4 SFP Servers - NOC/Data Center Catalyst 3750E 48 10/100/1000+2*10GE(X2) Servers - NOC/Data Center Catalyst 3750E 48 10/100/1000+2*10GE(X2) Servers - NOC/Data Center Catalyst 3750E 48 10/100/1000+2*10GE(X2), Servers - NOC/Data Center Catalyst 4500 Enhanced 48-port 10/100/10 Servers - NOC/Data Center CATALYST 4500 ENHANCED 48PORT 10/100/100 Servers - NOC/Data Center Catalyst 4500 E-Series Supervisor 848Gbps Servers - NOC/Data Center Catalyst 4500 PoE 802.3af 10/100/1000, 48 Servers - NOC/Data Center Catalyst 4948, ES Image, 48*10/100/1000+2 Servers - NOC/Data Center Catalyst 6500 16 port 10 Gigabit Etherne Servers - NOC/Data Center Catalyst 6500 Dist Fwd Card-3BXL, for WS Servers - NOC/Data Center Catalyst 6500 Dist Fwd Card-3BXL, for WS Servers - NOC/Data Center Catalyst 6500 Enhanced 9-Slot chassis, 1 Servers - NOC/Data Center CDW 1 of 3 Spare MacBook (CDW 4762615 & 4768471) Computer Equipment CDW 1 of 3 Spare MacBook (CDW 4943543 & 4978021) Computer Equipment CDW 1 of 3 Spare MacBook (CDW 4943544 & 4977501) Computer Equipment CDW-Software Delivery for Production sys Software - Purchased CFM Project on TM1 Software - Purchased Chair, MB MSH, BLK Furniture & Fixtures Chair, MB, Mesh, Black (New Chairs) Furniture & Fixtures CHAIR, MB, MSH, BLK (for new contractors Furniture & Fixtures CHAIR-THINK, ARM, UPH, ASSEMBLED Furniture & Fixtures CHAIR-THINK,ARM,UPH,ASSEMBLED Furniture & Fixtures Cisco 10G LC LR SFP Modules for Circuit C Servers - NOC/Data Center Cisco 1-Port 10GE LAN-PHY Shared Port Servers - NOC/Data Center Cisco 1-Port 10GE LAN-PHY Shared Port Ad Servers - NOC/Data Center Cisco 1-Port 10GE LAN-PHY Shared Port Ad Servers - NOC/Data Center Cisco 1-Port 10GE LAN-PHY Shared Port Ada Servers - NOC/Data Center Cisco 2-Port Gigabit Ethernet Interface Servers - NOC/Data Center Cisco 2-Port Gigabit Ethernet Interface Servers - NOC/Data Center Cisco 3560 48 port switch Servers - NOC/Data Center Cisco 4451-X - router - desktop, Power Su Servers - NOC/Data Center Cisco 4451-X Router - Permanent License Software - Purchased Cisco 5548 GBICs (CISCO 10GBASE-SR SFP) Servers - NOC/Data Center Cisco 7504 Core for ATL TMO (Bear 10300) Servers - NOC/Data Center Cisco 7504 Core LAN Enterprise License (Bear 10300) Software - Purchased Cisco 8pt 2:1 10GE Card Servers - NOC/Data Center Cisco ASA 5525-X Firewall Edition Server - IT Cisco ASR1004 Chassis, Dual P/S Servers - NOC/Data Center Cisco C4900 Edge Switches +10GB Modules Servers - NOC/Data Center Cisco Catalyst 4500 E-control proc Server - IT
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 95 of 153
Cisco Catalyst 4510R Chasis - switch Servers - NOC/Data Center Cisco Catalyst 4510R Chasis- switch Servers - NOC/Data Center Cisco Catalyst 4510R Chasis- switch Servers - NOC/Data Center Cisco Catalyst 4510R Chasis- switch Servers - NOC/Data Center Cisco Catalyst 4900M-Switch 8 ports Servers - NOC/Data Center Cisco Catalyst 9300, Nexus 3172PQ-XL swi Servers - NOC/Data Center Cisco Catalyst 9500 switch, Power Supply, Servers - NOC/Data Center Cisco CWDM 1490 NM SFP Geth And 1G2G FC Servers - NOC/Data Center Cisco Fabric Module (12) for PayTV upgrade (BC 10802) Servers - NOC/Data Center Cisco Firepower (2) for VPN (Bear 10457) Server - IT Cisco Firepower 2130 NGFW - firewall Servers - NOC/Data Center Cisco firewall equipment Servers - NOC/Data Center Cisco Firewall for QA (BC 10794) Servers - NOC/Data Center Cisco GBIC's for Network Servers - NOC/Data Center Cisco GBICs Network Adapters Servers - NOC/Data Center Cisco HWIC-1FE Servers - NOC/Data Center Cisco IOS Security&Perf.on demand Licens Software - Purchased Cisco ISR 4431 and Power Supply Servers - NOC/Data Center Cisco License for Encrypted EPB HBO/Turne Software - Purchased Cisco Line Card E-Series - switch - 48 p Server - IT Cisco Meraki MR52 -wireless access point Server - IT Cisco MGBLH1 GBIC Servers - NOC/Data Center Cisco Network Hdwre for VZW circuit Servers - NOC/Data Center Cisco Nexus 2348UPQ 10GE Fabric Extender Servers - NOC/Data Center Cisco Nexus 3172PQ memory and ports Servers - NOC/Data Center Cisco Nexus 3172PQ memory and ports Servers - NOC/Data Center Cisco Nexus 5500 Ports Module Servers - NOC/Data Center Cisco Nexus 5548 Layer 3 Daughter Card Server - IT Cisco Nexus 9500 Network Router Servers - NOC/Data Center Cisco Nexus 9500 RSeries Linecard 8 (BC 10786) Servers - NOC/Data Center Cisco Nexus 9504-switch & 9500 Fabric Pl Servers - NOC/Data Center Cisco Nexus Equip for Lab Testing Servers - NOC/Data Center Cisco Nexus Equip for new Hardware Servers - NOC/Data Center Cisco Nexus Equip for New Hardware Servers - NOC/Data Center Cisco Nexus Equipment for Lab Testing Servers - NOC/Data Center Cisco Nexus Equipment for New Hardware Servers - NOC/Data Center Cisco Nexus X9464PX - Expansion Module - Servers - NOC/Data Center Cisco Nexus X9464PX 48 10G Port Modules f Servers - NOC/Data Center Cisco NX-OS Enhanced Layer 3 - License - Software - Purchased Cisco NX-OS Enhanced Layer 3 License Software - Purchased Cisco NX-OS LAN Enterprise License Software - Purchased Cisco NX-OS Layer 3 Enterprise License Software - Purchased Cisco NX-OS Layer 3 Enterprise Licenses Software - Purchased Cisco Rack Bracket kit for FP 2130 Servers - NOC/Data Center Cisco SFP 10G Ethernet transceiver modul Servers - NOC/Data Center Cisco SFP and Fibre cables Servers - NOC/Data Center Cisco SMARTNT STD AIRFLW PK Servers - NOC/Data Center Clients Mgmt Suite Level 1 Basic 10-999U Software - Purchased Cloudera Professional Services Software - Purchased Cognos TM1/Express Xcelerator Platform Software - Purchased Cognos TM1/Express Xcelerator Platform. Software - Purchased Collaboration Furniture - Value Engineer Furniture & Fixtures Color Laserjet 4700N Office Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 96 of 153
Compliance True-Up for BI-Reporting Software - Purchased Computer for Ankur's team-THJ8965 Computer Equipment Computer for Engineer's Team (3) TJP5249/TJR3997 Computer Equipment Computer for Engineer's Team (5) TLL9613/TLP9841 Computer Equipment Computer for Engineer's Team(2) TPR6741/TPV1611 Computer Equipment Computer for India Team (TDS3676/THH1120) (2) Computer Equipment Computer for Sales Team (TLL9294/TLP9717 Computer Equipment Computer Parts and Accessories Computer Equipment CONFIG Servers - NOC/Data Center CONFIG Servers - NOC/Data Center CONFIG Servers - NOC/Data Center CONFIG Servers - NOC/Data Center CONFIG Servers - NOC/Data Center CONFIG - PO 5788 Servers - NOC/Data Center Config for hardware - Technicolor Servers - NOC/Data Center CONFIG-Server OAK QA & Eng Servers - NOC/Data Center Configuration Server - IT Configuration Fee Server - IT Configuration Fee Servers - NOC/Data Center Console switchers KC MO (Bear 10331) Servers - NOC/Data Center Consulting for period: March 01-31,2010 Software - Purchased Consulting, Installation & Creation of D Software - Purchased Consulting-Install of business Objects X Software - Purchased cPAR Servers - NOC/Data Center CPI TeraFrame Vert. Cable Manager, 45RU x Servers - NOC/Data Center CPI TeraFrame with Top, without Sides or Servers - NOC/Data Center CPI TeraFrame with Top, without Sides or Servers - NOC/Data Center CPI TerFrame with Top, without Sides or Servers - NOC/Data Center CPU and GPU for NOC (THM6312/TKK3257) Servers - NOC/Data Center Crestron-HD Scaling Auto-Switcher, Exten Office Equipment CS700 Base Array - dual controller, 2x1 G Servers - NOC/Data Center CTO MacBook Pro I7/2.2 15IN Computer Equipment CTO MacBook Pro I7/2.2 15IN + AppleCare Computer Equipment Cubicle Furniture for 4th floor LHI Furniture & Fixtures Cybage - Dell Latitude 5580 Computer Equipment Cybage - Dell Latitude 5580 Warranty Ext Computer Equipment Data Equipment for NOC closets Computer Equipment Data Warehouse Redesign, Implementation Software - Purchased Database Enterprise Edi-Reporting 2.0 Software - Purchased Database Enterprise Edition Software - Purchased David Brubeck Laptop BTO MBP Computer Equipment Delivery & installation for 131 workstati Furniture & Fixtures Dell - 2 X UltraSharp 2405 FP Computer Equipment Dell - 4 X digitizers Computer Equipment Dell 3008WFP 30 KVM Servers - NOC/Data Center Dell -46 X Latitude D820 & 20 Computer Equipment Dell 960GB SSD TMO (6) (BC 10782) Servers - NOC/Data Center Dell 960GB SSD TMO DR (39) (BC 10781) Servers - NOC/Data Center Dell 960GB SSD TMO Prod (39) (BC 10780) Servers - NOC/Data Center DELL CTO 8930 I7-8700 256/16 W10P - NOC Servers - NOC/Data Center Dell CTO AW51M I9-9900K 2/64 W10P Server - IT Dell EMC Isilon A2000 for NDVR capacity catchup 6 (BC 10700) Servers - NOC/Data Center Dell EMC Isilon H500 Hybrid PayTV Spotlight catchup 6 (BC 10695) Servers - NOC/Data Center
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 97 of 153
Dell EMC Isilon H500 Storage 120 TB Servers - NOC/Data Center Dell EMC Isilon H500 Storage 120 TB Servers - NOC/Data Center Dell EqualLogic PS6000X,Mainstream Perfo Servers - NOC/Data Center Dell Inspiron 5567 Computer Equipment Dell Isilon Chassis 4 (Bear 10511) SAC Servers - NOC/Data Center Dell Latitude 5580 Computer Equipment Dell Latitude E6330 Computer Equipment Dell LED Monitor 21.5" Computer Equipment Dell LED Monitor 22" Computer Equipment Dell Marketing-2 power supplies Computer Equipment Dell PowerEdge R640 (10) SAC (BC 10616, 10624)) Servers - NOC/Data Center Dell PowerEdge R640 (20) SAC (BC 10588) Servers - NOC/Data Center Dell Precision 5820 Tower XCTO Base Servers - NOC/Data Center Dell Precision 5820 Tower XCTO Base - Ins Computer Equipment DELL PRECISION 5820 TOWER XCTO BASE (Kans Servers - NOC/Data Center Dell Precision 5820 Tower XCTOBase Servers - NOC/Data Center Dell Precision T1700 SFF CTO Base Computer Equipment Dell Prof. P2011H Widescreeens Computer Equipment Dell QSFP for ATL (Bear 10338) Servers - NOC/Data Center Dell Switch 40GBE (Bear 10498) SAC Servers - NOC/Data Center DELL XPS 13 9380 BASE SKU Computer Equipment Dell-10 x Ultrasharp 2007FP Computer Equipment Dell-2 x Dual Core Xeon Processor Computer Equipment Dell-2 x Dual Core Xeon Processor Computer Equipment Dell-3 x Dual Core Xeon Processor Computer Equipment Dell--5x PDF Converter Computer Equipment Desk top & 8 X Desk legs Office Equipment Desktop for NOC (BH Online order) EME Computer Equipment Desktop for NOC (Razer Online order CC) EME Computer Equipment Desktop/Server Licenses-BI Infrastur Enh Software - Purchased Desktops for IT Monitoring & Manoj A. Computer Equipment Development of ADP time card tracking rep Software - Purchased Development of ADP time card tracking rep Software - Purchased Development of ADP Timecard Tracking Software - Purchased DevOps Disk Drives Servers - NOC/Data Center Diagnostic Software for QA-Kansas Software - Purchased Digital Satellite Receiver Servers - NOC/Data Center Disks for QA Lab Servers - NOC/Data Center Displays TV Stand, 4 Panel Mount for NOC Office Equipment Drivers for new servers Servers - NOC/Data Center Drives for Hadoop Cluster Server - IT Dual TV Stand w/Power Outlets for NOC Office Equipment EASyCAP C5020 - Premium Encoder/Decoder Servers - NOC/Data Center ECATS 1G Switch for TMO ATL (Bear 10298) Servers - NOC/Data Center Edge Cache Servers and Dell NIC Cards Servers - NOC/Data Center Electra XT Encoder Servers - NOC/Data Center Elemental Encoders (30) SI-009585 Servers - NOC/Data Center Elemental Live 280 AE Series(1RU,6 GigE) Servers - NOC/Data Center Elemental Live 300 AE series and Audio Pa Servers - NOC/Data Center Elemental Live 300 AE series and Audio Pa Servers - NOC/Data Center Elemental Live 330 AE Series - PayTV New Servers - NOC/Data Center Elemental Live 330 AE Series (1RU, 4x1GbE Servers - NOC/Data Center Elemental Live 400 AE series (1RU 6 GigE Servers - NOC/Data Center
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 98 of 153
Elemental Live 400 AE series (1RU 6 GigE Servers - NOC/Data Center Elemental Live 400 AE series (1RU 6 GigE Servers - NOC/Data Center Elemental Live 400 AE series (1RU 6GigE P Servers - NOC/Data Center Elemental Live Encoder 280 and Audio Pkg Servers - NOC/Data Center Elemental Live Encoder 280 and Audio Pkg Servers - NOC/Data Center Elemental Server 200AE-Technicolor Servers - NOC/Data Center Elemental Server 200AE-Technicolor Servers - NOC/Data Center EMC 4 Nodes Chassis to PayTV Environment Servers - NOC/Data Center EMC NS4-80 Array Servers - NOC/Data Center EMC Replace&Expansion of Storage Sys Servers - NOC/Data Center EMC Storage for VMWare project Servers - NOC/Data Center EMC Storage System Expansion Servers - NOC/Data Center EMC VNX5100-Isilon 11TB Storage Servers - NOC/Data Center ENET - Atlanta Core Switch - 10GBASE-SR S Servers - NOC/Data Center ENET 100G NIC Card for ATL (Bear 10327) Servers - NOC/Data Center Enet 10G base Module - KS (Bear 131) Servers - NOC/Data Center ENET Cables and SFP's ATL buildout Phase II (Bear 10325) Servers - NOC/Data Center ENET Cables for switches in KC MO (Bear 10324) Servers - NOC/Data Center ENET Cisco Connector 10GBase-SR SFP Servers - NOC/Data Center Enet Connector SAC (BC 10665) Servers - NOC/Data Center ENET Connectors for SAC (Bear 10314) Servers - NOC/Data Center Enet connectors SAC (BC 10654) Servers - NOC/Data Center ENET Fiber Cables for switches (Bear 10487) ATL Servers - NOC/Data Center Enet Fiber for Switches (Bear 10486) ATL Servers - NOC/Data Center ENET Fiber MTP-Female to MTP-Female MMF O Servers - NOC/Data Center ENET OM4 40G Fiber Patch Cables Servers - NOC/Data Center Enet SFP (Bear 10485) SAC Servers - NOC/Data Center Engagement Management Software - Purchased Engagement Management Software - Purchased Enhanced L3 License for Arista Group 2 Software - Purchased Enhanced L3 License for Arista Group 2 Software - Purchased Enhanced L3 License for Arista Group 2 Software - Purchased Enterprise Consulting (Altiris) 5 Days Software - Purchased Enterprise Operations Manager License (Pe Software - Purchased Enterprise Vault Installation/integratio Software - Purchased Enterprise-SmartPools (Medium Density) Software - Purchased Enterprise-SmartPools EMC Storage Servers - NOC/Data Center EPB Routers (2) (Bear 10276) Servers - NOC/Data Center EPB Routers (2) (Bear 10276) Software - Purchased Episode Engine Flash 8 Option. Reduced Software - Purchased Episode Engine Licenses for VOD Capacity Software - Purchased Episode Engine Pro w/ Split-and-Stitch Se Software - Purchased Episode Engine Pro with Split-and-Stitch Software - Purchased Episode Engine Pro with Split-and-Stitch Software - Purchased Episode Engine Pro with Split-and-Stitch Software - Purchased Essential SW CCX 5.0 ENH Seat Qty 1 SW U Office Equipment Essex, 12 Strand Multi Mode 50um 10Gig t Servers - NOC/Data Center EVGA GeForce GTX 480 SC 1536MB GDDR5 PCIe Servers - NOC/Data Center Expedus DVA IP 250 Mb Servers - NOC/Data Center Expense Reimbursement Andrew Lai Software - Purchased Expense Reimbursement Kim McClean, Chris Software - Purchased F5 Networks F5-UPG-QSFP and eNet Compone Servers - NOC/Data Center FA Addition July 19 Computer Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 99 of 153
FA Addition July 19 Computer Equipment FA Addition July 19 Computer Equipment FA Addition July 19 Computer Equipment FA Addition July 19 Computer Equipment FA Addition July 19 Computer Equipment FA Addition July 19 Office Equipment FA Addition July 19 Servers - NOC/Data Center FA Addition July 19 Office Equipment FA Addition July 19 Servers - NOC/Data Center FA Addition July 19 Servers - NOC/Data Center FA Addition July 19 Servers - NOC/Data Center FABRIC MGR SVR LIC 95XX Software - Purchased Fiber and cables for TMO Exp (ENET 70662) ATL Servers - NOC/Data Center Fiber Install to Rack B.03 to Racks D.03 Servers - NOC/Data Center Fiber Patch for ATL TMO DR Buildout(Bear 10339) Servers - NOC/Data Center Fiber Patches for Qumulo SAC (Bear 10337) Servers - NOC/Data Center Fiber/Copper Install to Rack C.01&F.02 Servers - NOC/Data Center Fibre Channel Cables Servers - NOC/Data Center Fibre Channel Cards-QLogic Servers - NOC/Data Center Fibre Channel Cards-Qlogic Dual Port Ada Servers - NOC/Data Center Field cleanup of CLR queue-JIRA upgrade Software - Purchased Field UPG XFP Fiber Connector 10G ROHS Servers - NOC/Data Center Finance Calcs - Reporting 2.1 Software - Purchased Finance Calcs Enhancement Software - Purchased Finance Calcs Enhancement Software - Purchased Finance Calcs Reporting 2.1 Software - Purchased Finance Calcs-Reporting 2.1 Software - Purchased Finance Calcs-Reporting 2.1 Software - Purchased FootPrints - 5 Named User Software Packag Software - Purchased FootPrints Additional Named User Agents T Software - Purchased Forge - 9th FL. Consruction Design Leasehold Improvements Forge - 9th FL. Consruction Design Leasehold Improvements Forge - 9th FL. Consruction Design Leasehold Improvements Freight on Asset 00875 Software - Purchased Furniture Reconfiguration-Labor & Design Furniture & Fixtures Gap Equip HP Servers OAK RES QA Servers - NOC/Data Center Gigabit Probe Appliance, One Link (2 Por Servers - NOC/Data Center Gigatech 10G SR SFP Optical Modules Servers - NOC/Data Center G-TECHNOLOGY G-SPEED ES PRO 8TB w/PCIE RA Servers - NOC/Data Center Hacker/Blackout report for Verizon NFL. Software - Purchased Hacker/Blackout report for Verizon NFL. Software - Purchased Hacker/Blackout report for Verizon NFL. Software - Purchased Hacker/Blackout report for Verizon NFL. Software - Purchased Hard Disk Drives for Episode Engine-3rd Servers - NOC/Data Center Hard Drive for TMO prod 78 (BC 10705) Servers - NOC/Data Center Hard Drives for new HP Servers Servers - NOC/Data Center Hard Drives for TMO DR 78 (BC 10701) Servers - NOC/Data Center Hardware costs - Laptops, Test devices, M Computer Equipment Hardware costs - laptops, test devices, T Computer Equipment Hardware costs for laptops, test devices, Computer Equipment Hardware Supplies for New Cabinets Servers - NOC/Data Center HBA Network Cards-Dual Port Servers - NOC/Data Center HF40, 2X10GBASET, DUAL 10GBE OPTICAL, ON Servers - NOC/Data Center
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 100 of 153
High/Low Voltage Project for NOC Server Leasehold Improvements HP 10 GbE PCI Adapters Servers - NOC/Data Center HP 16 GB DIMM - Memory for Servers Servers - NOC/Data Center HP 16GB DIMM Memory for servers Servers - NOC/Data Center HP 32 G DIMM-Memory for Servers Servers - NOC/Data Center HP 32 GB DIMM - Memory for Servers Servers - NOC/Data Center HP DDR4 - 16GB - DIMM 288 pin&DL360 Gen9 Servers - NOC/Data Center HP DL360G8 Servers&Cisco Nexus Switches Servers - NOC/Data Center HP DL360G9 Server Servers - NOC/Data Center HP DL360GB Servers Servers - NOC/Data Center HP DL360GB Servers, Cisco Nexus Switches Servers - NOC/Data Center HP DL360GP Servers for NFL Infrastructur Servers - NOC/Data Center HP DL360GP Servers for NFL Infrastructur Servers - NOC/Data Center HP DL360P BI/Logging Infrastructure Server - IT HP ETHERNET 10GB 2P 560SFP+ ADPTR Servers - NOC/Data Center HP Gen9 v2 Servers Servers - NOC/Data Center HP Laser Jet (4200-40PPM) Computer Equipment HP Memory for Servers-16GB: 2x8 GB-FB-DI Servers - NOC/Data Center HP Proliant Essentials Licenses-Server Software - Purchased HP SDRAM Module-Rackmount KVM Servers - NOC/Data Center HP Servers for datacenter capacity vmwar Servers - NOC/Data Center HPE DDR4-16GB DIMM 288-pin and Intel Xeo Servers - NOC/Data Center HPE DL360 G9, Intel Xeon E5-2640V4, DDR4 Servers - NOC/Data Center HPE DL360 Gen9, DIMM, and Hard Drives Servers - NOC/Data Center HPE DL360 Gen9/ Intel Xeon/ DIMM 288-pin Servers - NOC/Data Center HPE DL360 Gen9/Intel Xeon/DIMM288-pin Servers - NOC/Data Center HPE DL360 Gen9/Intel Xeon/DIMM288-pin Servers - NOC/Data Center HPE Gen9/Intel Xeon/DIMM - ESXI Platform Servers - NOC/Data Center HPE IB FDR/EN 40GB 2P 544+QSFP ADPTR Servers - NOC/Data Center HPE ProLiant DL360 Gen10 - Xeon Gold 5118 Servers - NOC/Data Center HPE ProLiant DL360 Gen10 - Xeon Gold 5118 Servers - NOC/Data Center HPE Proliant DL360 Gen10- Xeon Gold 5118 Servers - NOC/Data Center HPE ProLiant DL360 Gen9, Intel Xeon E5-26 Servers - NOC/Data Center HRIS ACtive Directory Synch Software - Purchased HRIS/AD Synchronization Project Software - Purchased IDS Security Appliance/Software Server - IT IKEA - Office Furnitures Office Equipment implementation Consulting Software - Purchased Implementation for BI Reporting Server - IT Implementation for On Demand BasicBlack Software - Purchased Implementation for VNX 5500 BI/Reporting Server - IT Implementation of TM1 Application Software - Purchased Implementation Services Servers - NOC/Data Center Infinia-Cisco WS X6408 GBIC 8 prt Servers - NOC/Data Center Infinia-Veritas Netbackup Cross Platform Software - Purchased Install AC System for Server Room Leasehold Improvements Install Access Card Reader Programming Leasehold Improvements Install Hatch for new AC System Leasehold Improvements Installation / Integration Services, Sch Software - Purchased Installation for ATL Server Inv 914760308 (Insight 916221480) Servers - NOC/Data Center Installation of Isilon hardware, setup Servers - NOC/Data Center Installation of New Call Manager Office Equipment Installation of New Call Manager Office Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 101 of 153
Installation of New Call Manager Office Equipment Installation of New Call Manager Office Equipment Intel BX80613i7980X Core i7 980 Extreme P Servers - NOC/Data Center Intel BX80613i7980X Core i7 980X Extreme Servers - NOC/Data Center Intel Ci5-7400 CPU Computer Equipment Intel Core i7 Extreme Edition-990 CPU Servers - NOC/Data Center Intel Core i7-980x Exreme Edition Servers - NOC/Data Center Intel Core i7-990X BX80613I7990X Upgrade Servers - NOC/Data Center Intel Core io7-990X BX80613I7990X Extreme Servers - NOC/Data Center Intel Xeon 3.3Ghz, Windows 7 64 Bit (DVD Servers - NOC/Data Center Internal Drives for Increased Capacity Servers - NOC/Data Center IP SERVICE MONITOR Server - IT IP Services for 3750 E 48 ports upgrade f Software - Purchased iPad Wi-Fi + 3G 32GB Computer Equipment iPad Wi-Fi + 3G 64GB Computer Equipment iPad Wifi 32GB /power adapter/USB Cable Computer Equipment iPad Wi-Fi 64GB Computer Equipment IPAD Wi-Fi 64GB Computer Equipment iPad Wi-Fi 64GB Computer Equipment IRDs at EPB for Fox and ESPN channels (RNS 4158) Servers - NOC/Data Center Isilon Configuration Services Servers - NOC/Data Center Isilon SMartPools and ONEFS SAC (Bear 10412) Software - Purchased Isilon SmartPools License SAC (Bear 10396) Software - Purchased isilon Storage (4) SAC (Bear 10412) Servers - NOC/Data Center iVMS Appliance Premier Servers - NOC/Data Center J4350 256MB CF 1GB RAM 0 PIMCARDS AC PSU Servers - NOC/Data Center JIRA EPL Project Setup & Customization Software - Purchased JIRA Installation Software - Purchased Jira Upgrade/Migration Software - Purchased Jira Upgrade/Migration Software - Purchased Jira Upgrade/Migration Software - Purchased JIRA Upgrade/Migration Software - Purchased Jira Upgrade/Migration Software - Purchased Jira Upgrade/Migration Software - Purchased Jira Upgrade/Migration Software - Purchased Jira Upgrade/Migration Software - Purchased Jira Upgrade/Migration Software - Purchased Jira Upgrade/Migration Software - Purchased JPROBE SUITE (AIX, LINUX, WINDOWS & SOLA Software - Purchased Juniper SA4000 SSL VPN Servers - NOC/Data Center Junos Pulse Gateway 4610 Base System Server - IT Kastle Systems card reader update Leasehold Improvements KIT, QXDM PRO, USB, QXDMPK110. QCTest Q Software - Purchased L303AE Live 300 AE Series (1RU, 6 GigE), Servers - NOC/Data Center Labor to install, label, terminate & test Servers - NOC/Data Center Labor to rec & direct truck & place 60 Furniture & Fixtures Labor/ Materials for Fiber & Copper Conn Servers - NOC/Data Center Lap top for Ganesh Apple Care (CDW VXB9665) Computer Equipment Laptop & Desktop Refresh Computer Equipment Laptop for Andrew Jackson (CDW VPZ7295) Computer Equipment Laptop for Bharath Dhoot Computer Equipment Laptop for Bill (CDW VXC0919) Computer Equipment Laptop for Casey (CDW VZH5866) Computer Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 102 of 153
Laptop for Cory & Neetu (CDW 2126816, 2126818,2143520) Computer Equipment Laptop for Dave B(CDW VVZ3319) Computer Equipment Laptop for Ganesh and Ankur Team (CDW VWR3977) Computer Equipment Laptop for James Donnelley (CDW WCS6907) Computer Equipment Laptop for Jay K (CDWVVQ0962) Computer Equipment Laptop for Lauren (Ann's Pcard) Computer Equipment Laptop for new hire(Do's team) (MS Online order CC) EME Computer Equipment Laptop for NOC (CDW VVG6774) Servers - NOC/Data Center Laptop for Sandy (CDW WLD0488) Computer Equipment Laptop for Sandy (CDW WLF7347) Applecare Computer Equipment Laptop for Shalin (CDW WMG6424) Computer Equipment Laptop for Shalin (CDW WNJ9652) AppleCare Computer Equipment Laptop Refreshes Computer Equipment Laptops - ODC - Cybage Computer Equipment Laptops (2) for New hire - Ankur Team (CDW VQH0184) Computer Equipment Laptops for 3 new hires (CDW WLW3266) Computer Equipment Laptops for 3 new hires (CDW WLZ1619) AppleCare Computer Equipment Laptops for Ganesh, Terri(Jay), Spare ( CDW VXP6053) Computer Equipment Laptops for John, Do and Ruhit (CDW WHG9704) Computer Equipment Laptops for John, DO and Ruhit (CDW WJH7085) AppleC Computer Equipment Laptops for John, DO and Ruhit (CDW WLF7398) Computer Equipment Laptops for Tim Chan and Sumrina (CDW WGL2997) Computer Equipment Laptops for Tim Chan and Sumrina (CDW WGM9183) AppleC Computer Equipment Laptops for Tim Chan and Sumrina (CDW WHC6774) Computer Equipment Latitude D420 Computer Equipment Latitude E6420 Laptop Computer Equipment Latitude E6430 Laptop Computer Equipment LED Monitors 21.5" Dell Computer Equipment Lenovo for India Team (Cybage 21920RE0118) Computer Equipment Lenovo Thinkpad X1 Carbon 14" Computer Equipment Lenovo ThinkPad OneLink + Dock Computer Equipment Lenovo ThinkPad OneLink + Dock Computer Equipment Lenovo ThinkPad OneLink + Dock Computer Equipment Lenovo ThinkPad OneLink + Dock-Port Repl Computer Equipment Lenovo ThinkPad Onelink Dock Computer Equipment Lenovo ThinkPad OneLink Dock Computer Equipment Lenovo ThinkPad OneLink Dock Computer Equipment Lenovo ThinkPad OneLink+Dock Port Replic Computer Equipment Lenovo ThinkPad OneLink+Dock-Port replic Computer Equipment Lenovo ThinkPad P40 Yoga - 14" Computer Equipment Lenovo ThinkPad P40 Yoga 14" Computer Equipment Lenovo ThinkPad P40 Yoga 14" Computer Equipment Lenovo ThinkPad P40 Yoga 14" Computer Equipment Lenovo ThinkPad P40 Yoga 14" Computer Equipment Lenovo ThinkPad P40 Yoga 14" - 16GB Computer Equipment Lenovo ThinkPad P40 Yoga 14" 1512 GB SSD Computer Equipment Lenovo ThinkPad P40 Yoga 14" 16GB 512GB Computer Equipment Lenovo ThinkPad P40 Yoga 20GQ 512GB SSD Computer Equipment Lenovo ThinkPad P40 Yoga 20GQ-14" 512GB Computer Equipment Lenovo ThinkPad P51 15.6" 16GB RAM 512GB Computer Equipment Lenovo Thinkpad Pro Docking Station Computer Equipment Lenovo ThinkPad Thunderbolt 3 Dock - Port Computer Equipment Lenovo ThinkPad USB 3.0 Docking Station Computer Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 103 of 153
Lenovo Thinkpad USB 3.0 Ultra Dock - Dock Computer Equipment Lenovo ThinkPad USB-C Dock Computer Equipment Lenovo ThinkPad USB-C Dock Computer Equipment Lenovo ThinkPad USB-C Dock - docking sta Computer Equipment Lenovo Thinkpad USB-C Dock - Docking Stat Computer Equipment Lenovo Thinkpad USB-C Dock - Docking Stat Computer Equipment Lenovo ThinkPad USB-C Dock - docking stat Computer Equipment Lenovo ThinkPad USB-C Dock - docking stat Computer Equipment Lenovo ThinkPad USB-C Dock - docking stat Computer Equipment Lenovo ThinkPad Workstation Dock Computer Equipment Lenovo ThinkPad x Yoga & BTO MBP 15TCH Computer Equipment Lenovo ThinkPad X1 Carbon (6th Gen) - 16 Computer Equipment Lenovo ThinkPad X1 Carbon 14" Computer Equipment Lenovo ThinkPad X1 Carbon 14" Computer Equipment Lenovo ThinkPad X1 Carbon 14" Core i7 Computer Equipment Lenovo ThinkPad X1 Extreme - 15.6" Core i Computer Equipment Lenovo Thinkpad X1 Yoga - 14" Computer Equipment Lenovo ThinkPad X1 Yoga - 14" - Core i7 8 Computer Equipment Lenovo ThinkPad X1 Yoga (3rd Gen) - 14" C Computer Equipment Lenovo Thinkpad X1 Yoga 14" Computer Equipment Lenovo ThinkPad X1 Yoga 14" Computer Equipment Lenovo ThinkPad X1 Yoga 14" Computer Equipment Lenovo ThinkPad X1 Yoga 14" - 16GB RAM - Computer Equipment Lenovo ThinkPad X1 Yoga 14" 16GB RAM Computer Equipment Lenovo ThinkPad X1 Yoga and BTO MBP 15IN Computer Equipment LENOVO THINKPAD X301 2776 CORE 2 DUO SU9 Computer Equipment Lenovo Thinkpad Yoga 14" - 16GB RAM Computer Equipment Lenovo ThnkPad P40 Yoga14" Computer Equipment Leviton, 1RU single sided horz.cable man Servers - NOC/Data Center LG 49" 5120x1440 HDMI DisplayPort LCD Mon Servers - NOC/Data Center LG 70" Smart 3D LED TV 1080p Computer Equipment License for Cisco Nexus 5548 Layer 3 Dau Software - Purchased License for Dell EMC Isilon H500 Software - Purchased License for Dell EMC Isilon H500 Software - Purchased Lightspeed Server Server - IT LTM 10200V 48G M MAX SSL AND COP Servers - NOC/Data Center LVO 3YR TSS OS/KYD/Priority-PRO Computer Equipment LVO and dock (4) (CDW XFM1520, XFM1521,XFP3317,XFP3960) Computer Equipment LVO for Acctg Team (CDW WWX9464) Computer Equipment LVO for new hire (CDW WWK2014) Computer Equipment LVO for Spare (WWR6943) Computer Equipment LVO for Umesh Zope (CDW WRS4876) Computer Equipment LVO Thinkpad P40 Computer Equipment LVO TP E560 17-6500U 500GB 8GB W7P Computer Equipment LVO TP Laptop, accessories Computer Equipment LVO TP ONELINK DOCK US Computer Equipment LVO TP Onelink Dock-US Computer Equipment LVO TP P40 17-6600U 512GB 16GB W10P Computer Equipment LVO TP P40 17-6600U 512GB, 16GB Computer Equipment LVO TP P40 I7-6600U 512GB 16GB W10P Computer Equipment LVO TP P40 I7-6600U 512GB 16GB W10P Computer Equipment LVO TP P40 I7-6600U 512GB 16GB W10P Computer Equipment LVO TP P40 I7-6600U 512GB 16GB W10P Computer Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 104 of 153
LVO TP P40 I7-6600U 512GB 16GB W10P Computer Equipment LVO TP P40 I7-6600U 512GB 16GB W10P Computer Equipment LVO TP P40 I7-6600U 512GB 16GB W10P Computer Equipment LVO TP P40 I7-6600U 512GB 16GB W10P Computer Equipment LVO X1E1 I7-8850H 512/16 W10P Computer Equipment Mac mini 2.5GHz Dual-Core Intel 2.7GHz Du Servers - NOC/Data Center Mac Mini 3.0GHz 16GB 512GB Server - IT Mac Mini CTO 2.7 GHz Dual Core Intel Core Computer Equipment Mac Mini I7/3.0 16GB 1TB Fusion Servers - NOC/Data Center Mac Minis-Client App Dev for DT & Vzw Computer Equipment Mac Pro Desktop CTO Office Computer Equipment Mac Pro Server. One 2.8GHz Quad-Core Int Computer Equipment Mac Pro, Two Quad-Core Intel Xeon Servers - NOC/Data Center MacBook Pro 15" w/ Retina Silver Computer Equipment MacBook Laptop for Mahesh Ravi Computer Equipment MacBook Pro Computer Equipment MacBook Pro Computer Equipment Macbook Pro Computer Equipment Macbook Pro Computer Equipment Macbook Pro & Mac Minis Computer Equipment Macbook Pro 15 inch Computer Equipment MacBook Pro 15 Inch w/ Retina Display Computer Equipment MacBook Pro 15 Inch w/ Retina Display Computer Equipment MacBook Pro 15 Inch w/ Retina Display Computer Equipment MacBook Pro 15 Inch w/ Retina Display Si Computer Equipment MacBook Pro 15" I7/2.8 16GB 512GB RET Computer Equipment MacBook Pro 15" w/ Retina Display Computer Equipment MacBook Pro 15" w/ Retina Display Computer Equipment MacBook Pro 15" w/ Retina Display Computer Equipment MacBook Pro 15" with Retina Display Computer Equipment Macbook Pro 15.4/2.5 GHz/16GB/512GB Computer Equipment MacBook Pro 15-inch Computer Equipment MacBook Pro 15-Inch w/ Retina Display Computer Equipment MacBook Pro 15-inch w/Retina Display Computer Equipment MacBook Pro 15-inch w/Retina Display Computer Equipment MacBook Pro 15inch with Retina Display Computer Equipment Macbook Pro 15-inch with Retina Display Computer Equipment MacBook Pro 15-inch with Retina Display Computer Equipment MacBook Pro 15-inch with Retina Display Computer Equipment MacBook Pro 15-inch with Retina Display Computer Equipment MacBook Pro 15-inch with Retina Display Computer Equipment MacBook Pro 15-inch with Retina Display Computer Equipment MacBook Pro 15-Inch with Touch Bar Computer Equipment MacBook Pro 17/2.2 15 16GB 512GB RET Computer Equipment Macbook Pro Battery 15 inch Computer Equipment MacBook Pro with Touch Bar 15.4" Computer Equipment ManageEngine NetFlow Analyzer Prof. Editi Software - Purchased MANOJ AGRAWAL, INDIA -MACBOOK PRO RETINA Computer Equipment Materials & Labor To Prepare New Product Servers - NOC/Data Center MBP 15 W/TB 2.6GHZ I7 512GB 16GB SG Computer Equipment MBP 15.4 SG/2.9GHZ/RP 560/512GB Computer Equipment MBP 15.4/CTO 2.7GHz Quad-core Intel COre Computer Equipment MBP for Bill/Daniel and New hire (CDW VJJ3503) Computer Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 105 of 153
MBP for Bill/Daniel and New hire AppleCare (CDW VJL4499) Computer Equipment MBP for India Team (Cybage 21920RE0118) Computer Equipment MBP for QA (CDW VLX9918) Computer Equipment MDS 9124 Fiber Channel Switches (32port- Server - IT Memory (64Gig Sun) for Oracle DB server Servers - NOC/Data Center Memory for Servers-HP 16GB DIMM Servers - NOC/Data Center Memory-16GB 2x8 GB-FB DIMM 240-pin - DDR Servers - NOC/Data Center MERAKI MR24 CLOUD MANAGED AP Servers - NOC/Data Center MGO New Cage Buildout at RES Data Center Servers - NOC/Data Center MGO New Cage Buildout at RES Data Center Servers - NOC/Data Center Microsoft Complete extended service 3 yr Computer Equipment Microsoft Enterprise Agrmnt 3yr Term Software - Purchased Microsoft Extended Hardware Svc - 3 Yrs Computer Equipment Microsoft Licensing 3 yr adj Software - Purchased Microsoft Surface Book 2 - 15" Computer Equipment Microsoft Surface Book2 - 13.5" Computer Equipment Microsoft Surface Pro 6 - 12.3" - Core i7 Server - IT Microsoft Visual Studio 2005 Professional Software - Purchased Migration Wiz Commerical Prem MBox Mig E Software - Purchased Milestone: Existing DW data migration. e Software - Purchased Milestone: Existing DW data migration. e Software - Purchased Milestone: Existing DW data migration. e Software - Purchased Milestone: Existing DW data migration. e Software - Purchased Milestone: Existing DW data migration. e Software - Purchased Milestone: FP&A & Service Quality Facts d Software - Purchased Milestone: FP&A & Service Quality Facts d Software - Purchased Mini DisplayPort to DVI Adapter-Mac Mini Computer Equipment Modular Series Traka Locker System holdin Office Equipment Monitors & Mounts for NOC expansion Computer Equipment More Capacity for New Build Machine Servers - NOC/Data Center Motorola Receiver/Decoder 5 (ROC INV 564) Servers - NOC/Data Center Motorola Receivers/Decoder 4 (ROC INV482) Servers - NOC/Data Center Motorola Satellite Receivers 10 CHA (ROCNET Inv_404,Inv_383) Servers - NOC/Data Center Moyo Consulting Software - Purchased Moyo Consulting Software - Purchased Moyo Consulting Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased Moyogroup Software - Purchased MR34 CLOUD MANAGED AP Server - IT
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 106 of 153
MS Enterprise Agreement Licenses Software - Purchased MS Sql 2005 SRv STD CPU Software - Purchased MS Surface Book and adapters Computer Equipment MS Surface Pro Computer Equipment MS Surface Pro - Extended Warranty Computer Equipment Multirate XFP module for 10GBASE-LR and Servers - NOC/Data Center NEC LT280 Projector Office Equipment NetGear RNDU6320100NAS ReadyNAS Ultra 6 N Servers - NOC/Data Center NETSCREEN NS-ISG I/O MODULE DUAL PT NCP-N Servers - NOC/Data Center Network Cabling Servers - NOC/Data Center Network Equip new DC Cage-Technicolor Servers - NOC/Data Center Network Upgrade Nexus 9500 (Bear 10263) Servers - NOC/Data Center NetworkEquip for QA Lab/Technicolor Proj Servers - NOC/Data Center New build machine servers - CONFIG Servers - NOC/Data Center New I-Line Benching 115 Stations Furniture & Fixtures New I-Line Benching 115 Stations-70% Dep Furniture & Fixtures New Projector for Mtg Room 501 Office Equipment New Rack Encoder Switches - RES Rack A.05 Servers - NOC/Data Center Nexus 5548 UP Chassis, 32 10GB Servers - NOC/Data Center Nexus Linecard and Fabric Module DR ATL (BC 10669 10673) Servers - NOC/Data Center NIC Cards for Servers-Intel 10Gb Servers - NOC/Data Center NIC Cards for TMO SAC (Bear 10318) Servers - NOC/Data Center Node Installation-X200 Servers - NOC/Data Center Noenkamper Vox Credenza & Recep Desk Furniture & Fixtures OCZ OCZSSD2-2AGTE240G Agility 2 Solid Sta Servers - NOC/Data Center Leasehold Improvements - Office Interior improvements Field Construction 39-089 Dec Current Lease Leasehold Improvements - Office Interior improvements Field Construction 39-089 Jan Current Lease Leasehold Improvements - Office Interior improvements Forge 35192 Current Lease Leasehold Improvements - Office Interior improvements Forge 35231 Current Lease Leasehold Improvements - Office Interior improvements Forge 35638 Current Lease Leasehold Improvements - Office Interior improvements Forge 35760 Current Lease Leasehold Improvements - Office Interior improvements Forge 35894 Current Lease Leasehold Improvements - Office Interior improvements Forge 35995 Current Lease Leasehold Improvements - Office Interior improvements Forge 36102 Current Lease Leasehold Improvements - Office Interior improvements Prime US-Towers PE1210 Current Lease Leasehold Improvements - Office Interior improvements Randall Lamb 105312 Current Lease One port T3/E3 network module Servers - NOC/Data Center One Work Place-Projector Office Equipment One Workplace - L. Ferrari Office Equipment Onsite Robot & Central System Installatio Servers - NOC/Data Center Optical nTAP, Three-Channel, 62.5um, MM, Servers - NOC/Data Center Optics (Bear 10235) Servers - NOC/Data Center Optionslink Implementation Software - Purchased
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 107 of 153
Oracle Database Enterprise Edition - Proc Software - Purchased Oracle Database Enterprise Edition-Proce Software - Purchased Oracle Enterprise Edition Software - Purchased Oracle Enterprise Licenses Software - Purchased ORION NPM SL500 SVR LIC W/ 12MO MNT Software - Purchased ORION UPG SL500 TO SL2000 W/ CO-TERM MNT Software - Purchased OSCM Customization - MobiTV Database Software - Purchased OSX Licenses Software - Purchased Panasonic 65" Plasma HDTV for Lobby Office Equipment Patch panel & cabling for Rack B1-B3 bui Servers - NOC/Data Center Paykar to config both RSA and JuniperSSL Server - IT Payroll Interface to ADP Pay eXpert Software - Purchased Payroll Interface to ADP Pay eXpert - Cop Software - Purchased PayTV Isilon (Bear 10218) Servers - NOC/Data Center PayTV Isilon (Bear 10218) Software - Purchased PayTV Load Balancer -(Bear - 10207) Servers - NOC/Data Center PayTV Load Balancer (Bear 10209) Servers - NOC/Data Center PayTV Load Balancer (Bear 10236) Servers - NOC/Data Center PayTV Load Balancer (Bear 10236) Software - Purchased PayTV NFS Storage (Bear 10255) Servers - NOC/Data Center PayTV NFS Storage Shipping (Bear 10265) Servers - NOC/Data Center PayTV Nimble Storage (Bear 10260) Servers - NOC/Data Center PayTV VOD Storage Qumulo (Kovarus 265848) Servers - NOC/Data Center PCTV Windows media Encoding Software Software - Purchased PDU for ATL Cage Racks (Bear 10527) ATL Servers - NOC/Data Center PDU for ATL TMO DR Site (Bear 10293) Servers - NOC/Data Center Perfoce Software User License Software - Purchased Perfoce Software User License Software - Purchased Perforce SCM License Software - Purchased Perforce SCM Licenses Software - Purchased Perforce SCM One-time license fee Software - Purchased Perforce SCM. One-time license fee, per Software - Purchased Perforce SCM. One-time license fee, per u Software - Purchased Perforce SCM. One-time license fee, per u Software - Purchased Perforce SCM. One-time license fee, per u Software - Purchased Perforce SCM. One-time license fee, per u Software - Purchased Perforce Software Software - Purchased Perforce Software Software - Purchased Perforce Software Software - Purchased Perforce Software Software - Purchased Perforce Software User License Software - Purchased Perforce Software User License Software - Purchased Perforce Software User License Software - Purchased Perforce Software User License Software - Purchased Perforce Software User License Software - Purchased Perforce Software User License Software - Purchased Perforce Software User License Software - Purchased Perpetual License Fees ( 1 production si Software - Purchased Perpetual License Fees (1 production sit Software - Purchased Phase 2 Confluence/JIRA upgrade Software - Purchased Pivot Interiors - 40 Herman Miller Chair Office Equipment Polycom IP 5000 Conference Phones Office Equipment Polycom VVX 101 Basic IP Phone, VVX-601 Office Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 108 of 153
Power Dist. Units & Brackets for Drives Servers - NOC/Data Center Power Distribution Units Servers - NOC/Data Center Power distribution units-Leviton PDU Servers - NOC/Data Center Power Supply ATL (Bear 10282) Servers - NOC/Data Center Power Supply EPB (Bear 10295) Servers - NOC/Data Center PowerEdge (2) ATL (Bear 10301) Servers - NOC/Data Center PowerEdge (20) SAC (Bear 10301) Servers - NOC/Data Center PowerEdge R640 for Engineer PSR Lab (13) (Bear 10250) Servers - NOC/Data Center PowerEdge R640 Hypervisor Servers - NOC/Data Center PowerEdge Servers (2) for ATL TMO (Bear 10275) Servers - NOC/Data Center PowerEdge Servers (20) for ATL TMO DR Site (Bear 10306) Servers - NOC/Data Center Professional Inovations-Hyperion SQR Ser Software - Purchased Professional services for customization o Software - Purchased Professional services for customization o Software - Purchased Professional services for customization o Software - Purchased Professional services for customization o Software - Purchased Professional Services Travel Expense Software - Purchased Professional Services. (Next 350 hours a Software - Purchased Professional Services. (Next 350 hours a Software - Purchased Professional Services. (Next 350 hours a Software - Purchased Professional Services. (Next 350 hours a Software - Purchased Programmer for SQL Script Software - Purchased Project Scope CO 2 (40 Hrs) 20 hrs @ $15 Software - Purchased Projector conference room Office Equipment Proline - network adapter for NOC Servers - NOC/Data Center Promise 450GB SAS Drive for Xserve Computer Equipment Pulse Gateway X600 Appliances License-50 Software - Purchased Q1 Security Event Monitoring Appliance Server - IT Q-Logic Fiber Channel Adapter Servers - NOC/Data Center QVidium ARQ IP Receiver Software License Software - Purchased RACK PDU SWITCHED 208V ZEROU 5.7KW (21)C Servers - NOC/Data Center RACK PDU SWITCHED 208V ZEROU 5.7KW (21)C Servers - NOC/Data Center RACK PDU SWITCHED 208V ZEROU 5.7KW (21)C Servers - NOC/Data Center Racks for VM Server Deployments Servers - NOC/Data Center RAZER BLADE STEALTH 13, MX150, 4K TOUCH, Computer Equipment RealView Developer Suite Standard 3.1 Pe Software - Purchased Receiver S/A NAP SDI4005965 Servers - NOC/Data Center Refridgerator - Kitchen Office Equipment REFURB 1000BT SFP Servers - NOC/Data Center REFURB 1000BT SFP Servers - NOC/Data Center Reimbursable Travel Expenses Software - Purchased Remote Desktop Licenses for XServe Software - Purchased Repaint office space plus paint new const Leasehold Improvements Replaced PDUs for Virtualization Project Servers - NOC/Data Center Reporting 2.0 Datawarehouse Project Software - Purchased Reporting 2.0 Project Software - Purchased Reporting 2.1-Finance Calcs Software - Purchased RH DIRECTORY SERVER BUNDLE 1YR SERVER MAS Software - Purchased Robert Half - Access Database Software - Purchased Robert Half -Access Database Software - Purchased Robert Half -Access Database Software - Purchased Robert Half- Access Database Software - Purchased Robert Half- Access Database Software - Purchased
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 109 of 153
Robert Half- Access Database Software - Purchased Robert Half Access Database Ph 1 Software - Purchased Robert Half Access Database Ph 1 Software - Purchased Robert Half Access Database Phase 1 Software - Purchased Robert Half Access Database Phase 1 Software - Purchased Robert Half Access Database Phase 1 Software - Purchased Robert Half Access Database Phase 1 Software - Purchased Robert Half Access Database Phase 1 Software - Purchased Robert Half Access Database Phase I Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Access Database Phase II Software - Purchased Robert Half Database Phase II Software - Purchased Robert Half Database Phase II Software - Purchased Robert Half Database Phase II Software - Purchased Robert Half Database Phase II Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half Tech-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-Access Database Software - Purchased Robert Half-HRIS Software - Purchased
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 110 of 153
Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS Software - Purchased Robert Half-HRIS System Software - Purchased Routhing Switcher Servers - NOC/Data Center RVCT 1.2 for Brew WNL Software - Purchased S1 Reporting: Improve automation of finan Software - Purchased S1 Reporting: Improve automation of finan Software - Purchased S1 Reporting: Improve automation of finan Software - Purchased SAC Capacity Incr. PowerEdge (2) (Bear 10302) Servers - NOC/Data Center Samsung BE82N BE-N series - 82" LED Displ Computer Equipment Samsung TV (3)for NOC - Amazon by pcard Servers - NOC/Data Center Satellite Receiver (12) (Rochester 4946) CHA Servers - NOC/Data Center SDI MPEG2+4 IP Codec Software - Purchased Server for Media Tea, (HPE 2503132808) Servers - NOC/Data Center Server for NOC TLL9297/TMS0637) Servers - NOC/Data Center Server for OAK data center QA&Eng Servers - NOC/Data Center Server for Security Event Logging Server - IT Server for TestRail Software-QA Servers - NOC/Data Center Server Tech Part #CW-24VY-L30M 208/30A L Servers - NOC/Data Center Servers for MGo Project (Technicolor) Servers - NOC/Data Center Servers for QA Lab Servers - NOC/Data Center ServerTech 6 Vertical CDU, OU Servers - NOC/Data Center ServerTech C-24VY-L30M Metered CDU, OU, Servers - NOC/Data Center ServerTech C-24VY-L30M Metered CDW, OU Servers - NOC/Data Center ServerTech, Part # CW-24VY-L30M 208/30A Servers - NOC/Data Center Service and Asset Management Suite - Lev Software - Purchased Setup new "Service" & "India" entity Software - Purchased Setup new "Service" & "India" entity Software - Purchased Setup new "Service" & "India" entity Software - Purchased Setup new "Service" & "India" entity Software - Purchased Setup new "Service" & "India" entity-GP Software - Purchased Setup new "Service" and "India" entityGP Software - Purchased SFP and Fiber Cables (Bear 10504) ATL Servers - NOC/Data Center SFP+ Connectors for ATL Installation ( Bear 10281) Servers - NOC/Data Center Shelves for rack-19" shelf Servers - NOC/Data Center Shelves for racks-19"Shelf Servers - NOC/Data Center
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 111 of 153
shipping 4 caster ca-sc8 Servers - NOC/Data Center SI Lab Tools & Components Upgrades Servers - NOC/Data Center Sidemark Office Equipment Sidemark - Conference room Tables Office Equipment Sidemark-Furniture-reception desk Office Equipment SMart Buy DL360 Gen9 E5-2643V3 SFF SVR Servers - NOC/Data Center Smart CDU with PIPS Servers - NOC/Data Center SMARTNET 24X7X4 WS-C3750E-48TD-S Servers - NOC/Data Center SMART-UPS RT 3000VA 120V L5-30P ONLINE 8 Computer Equipment SMF Fiber cable for TMO SAC prod (Bear 10422) Servers - NOC/Data Center Snader & Assoc-Multiformat Tape Deck Furniture & Fixtures Software License mpegable DS-20 Channels Software - Purchased Sony 65-Inch 4K Ultra HD 3D Smart TV Office Equipment Spare hot-swappable power supply for 4Cas Servers - NOC/Data Center Splunk Professional Perpetual, 20 GB Peak Software - Purchased Sr. Consultant Expenses Software - Purchased SSD Drive ATL (Bear 10224) Servers - NOC/Data Center SSD Drive KC (Bear 10225) Servers - NOC/Data Center SSD Drive SAC (Bear 10222) Servers - NOC/Data Center StoneGate IPS Appliance-IDS Security Server - IT Storage for Servers-Disk Drives Servers - NOC/Data Center Storage Horizon - Perpetual License Software - Purchased Superdrive for Macbook Air ZML &Applecar Computer Equipment Support for building CFM cube. Software - Purchased Support for building CFM cube. Software - Purchased Support for building CFM cube. Software - Purchased Support for building CFM cube. Software - Purchased Support for building CFM cube. Software - Purchased Support for building CFM cube. Software - Purchased Support for building CFM cube. Software - Purchased Support for building CFM cube. Software - Purchased Support for building CFM cube. Software - Purchased Surf Pro Drive for QA (CDW VXP0333) Servers - NOC/Data Center Surf Pro for QA (CDW VXP0333) Servers - NOC/Data Center Switch - Catalyst 49489, ES Image, 48*10/ Servers - NOC/Data Center Switched CDU, 0U, 24 x IEC C13 Outlets, 1 Servers - NOC/Data Center Switched CDU, 0U, 24 x IEC C13 Outlets, 1 Servers - NOC/Data Center Switched CDU, 0U, 24x IEC C13 Outlets Servers - NOC/Data Center Switched CDU, 2 PDU for Hero Rack (A.02) Servers - NOC/Data Center SWITCHED PDU 208V 20A 0U RM 21XC13 3XC19 Servers - NOC/Data Center Switches (TOR) for ESXI hosts (Bear 10570) Servers - NOC/Data Center Switches for ATL Sparklight (Bear 10497) ATL Servers - NOC/Data Center Switches for Edge Cache Mgmt (Bear 10569) Servers - NOC/Data Center Symc Enterprise Vault Mailbox Optimizati Software - Purchased Synology 8Bay NAS Diskstation DS1817 and Server - IT Synology-4bay NAS Rack Station & Expansi Server - IT Tableau & Perforce Servers Server - IT Taleo- TBEWebsite Careers Software Software - Purchased Tax on Asset 00848 Servers - NOC/Data Center Tekion "ie" product for (30) 6' x 6' wor Furniture & Fixtures Tekion "ie" product for (30) 6' x 6' work Furniture & Fixtures Teknion "Audience" oval boardroom table, Furniture & Fixtures Teknion "ie" product for changing station Furniture & Fixtures
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 112 of 153
Telestream-3x Episode Engine Pro Software - Purchased Telestream-EP-Pro-Flash Encoding Sw Software - Purchased Telestream-PW-ce40pro, EP-Pro Software - Purchased TestRail Site License Software - Purchased TestTrack TCM Floating License Software - Purchased TestTrack TCM Floating License Software - Purchased Thunder 4440 ADC, 1U, 4X40GF, 24X10GF, 32 Servers - NOC/Data Center Thunder Load Balancer (1), Arista Switches (3) (Bear 10280) Servers - NOC/Data Center Titan Live - HW (Ateme ATMINC-1919) SAC Servers - NOC/Data Center Titan Live - SW (Ateme ATMINC-1919) SAC Software - Purchased Titan Live - SW (Ateme ATMINC-1927) ATL Software - Purchased Titan Live -HW (Ateme ATMINC-1927) ATL Servers - NOC/Data Center TM1 and Jira Replacement Servers Server - IT TM1 Enhancements Software - Purchased TM1 Enhancements Software - Purchased TM1 Enhancements Software - Purchased TM1 Enhancements Software - Purchased TM1 Enhancements Software - Purchased TM1 Enhancements Software - Purchased TM1 Enhancements Software - Purchased TM1 Model Upgrade-BOD Reports Software - Purchased TM1 Server Software Upgrade Software - Purchased TM1 Server Software Upgrade Software - Purchased TM1 Upgrade & Migration Software - Purchased TM1 Upgrade and Migration Software - Purchased TMO - Dell PowerEdge (Bear 10214) Servers - NOC/Data Center TMO - Dell PowerEdge (Bear 10220) Servers - NOC/Data Center TMO - Dell PowerEdge (Bear 10221) Servers - NOC/Data Center TMO 16 Nodes Isilon Media Storage (Bear 10246) Servers - NOC/Data Center TMO 16 Nodes Isilon Media Storage (Bear 10246) Software - Purchased TMO Nexus 9500 Cores (Bear 10249) Servers - NOC/Data Center TMO Nexus 9500 Cores (Bear 10249) Software - Purchased TMO NFS Storage (Bear 10256) Servers - NOC/Data Center TMO NFS Storage Shipping (Bear 10269) Servers - NOC/Data Center TMO VM Storage (Bear 10237) Servers - NOC/Data Center TMO VOD Storage Qumulo (Kovarus 265898) Servers - NOC/Data Center T-Mobile Carrier Reports (Jade Global) Software - Purchased T-Mobile Carrier Reports (Jade Global) Software - Purchased TMO-Dell PowerEdge (Bear 10208) Servers - NOC/Data Center Toad DBA Suite for Oracle. CDW # 1396597 Software - Purchased Toad for Oracle License/Maintenance Software - Purchased TOR Switches (2) SAC (BC 10640) Servers - NOC/Data Center Towers-9th Fl.Install 6 New Locks&Rekey Leasehold Improvements Training Software - Purchased Transcoder for 4 Channels EPB (ROCNet 4221) Servers - NOC/Data Center Travel & Expenses Software - Purchased TV (4) for NOC (CDW WLD1355) Servers - NOC/Data Center TV Stand for NOC (CDW WMH0746) Servers - NOC/Data Center TVs, monitors & mounts for NOC Computer Equipment Ultra Sharp 2009W 20-inch Widescreen Fla Computer Equipment Unified CM 6.1 7825-H3 Appliance, 0 Seats Office Equipment Up.time SBE (50 monitored elements) Software - Purchased Upgrade, ES20, 8TB, SingleCtrl Servers - NOC/Data Center
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 113 of 153
US Exhibits-Tradeshow Booth Furniture & Fixtures USB Controller Servers - NOC/Data Center Use Tax for Fibre Channel Cards-Qlogic Servers - NOC/Data Center Use Tax for Fibre Channel Cards-Qlogic Servers - NOC/Data Center Use Tax for Hardware Supplies-New Cabine Servers - NOC/Data Center Use Tax for Internal Drives for Increase Servers - NOC/Data Center Use Tax for Memory for Serv-HP16GB DIMM Servers - NOC/Data Center Use Tax for Power dist Units-Leviton PDU Servers - NOC/Data Center Use Tax for Power Dist. Units Servers - NOC/Data Center Use Tax for Power Dist. Units & Brackets Servers - NOC/Data Center Use Tax for Shelves for rack-19" Servers - NOC/Data Center Use Tax for Shelves for racks-19" Servers - NOC/Data Center User Licences for Reporting 2.0 Reports Software - Purchased V4 - 8 DSP Transcoding Appliance Servers - NOC/Data Center Vanguard Legato office cubes Office Equipment Vanguard Legato office cubes Office Equipment Verizon Report Project Software - Purchased Verizon Reporting Project Software - Purchased Verizon Reporting: Improve automation of Software - Purchased Verizon Reporting: Improve automation of Software - Purchased Video Quality Test Tools Software Dialog Software - Purchased Video Servers for NOC Servers - NOC/Data Center Vizio 55" LED TV and TV Stand for NOC Office Equipment Vizio 55" LED TV for NOC Office Equipment Vizio E43-C2 43 in LED LCD TV Office Equipment VLA Server Standard Enterprise Lic (MGO) Software - Purchased VMWARE ELA AGREEMENT Software - Purchased VMWare EXSi ELA software licenses Software - Purchased VMware Infrastructure Foundation Acceler Software - Purchased VMware License for ESXI host (Bear 10578) Software - Purchased VNX 5500 for BI/Report Implementation Server - IT VNX 5500 for BI/Reporting Server - IT VNX Disk Drives (600GB, 10K Drv 25x2.5) Servers - NOC/Data Center VRTS Netbackup Server Enterprise Server Software - Purchased Web-Enabled Fax Client Office Equipment Wifi Heat Map Survey for New EmeryHQ Loc Leasehold Improvements Wireless,Network,Router,Firewall-SBO Servers - NOC/Data Center Wireless,Network,Router,Firewall-SBO Servers - NOC/Data Center Witbe Central system on Rack Server Servers - NOC/Data Center Witbe SW User Application License for 5 u Software - Purchased X200-12TB, 6GB RAM, 2.10GE SFP+&2x1G(MGO Servers - NOC/Data Center X400-66T EMC storage Sprint Multi Screen Servers - NOC/Data Center X400-72TEMC storage Sprint Multi Screen Servers - NOC/Data Center Xeon 800 MHz Server Servers - NOC/Data Center Xserve. on-board SATA/SAS Controller, 8x Computer Equipment Xserve. Two 2.93GHz Quad-Core Intel Xeo Computer Equipment Xserve. Two 2.93GHz Quad-Core Intel Xeo Computer Equipment
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 114 of 153
SCHEDULE 1.2(vii)
NON-TRANSFERRED CONTRACTS
Document Counterparty Name of Document Effective Date Rovi Corporation Patent License Agreement 3/30/2017
KBS III Towers at Emeryville LLC Office Lease 2/1/2018
120 Sports LLC Content License Agreement 12/20/2016
120 Sports LLC Sports Fully Executed Agreement 12/20/2016
A&E Television Networks, LLC Content License Agreement 11/15/2010 Demonstration Authorization A&E Television Networks, LLC 1/4/2012 Agreement ABC Cable Networks Group Content License Agreement 1/17/2014
ABC News/Starwave Partners Content License Agreement 1/17/2014
ABC, Inc. Content License Agreement 1/17/2014
AccuWeather, Inc. Content License Agreement 10/20/2009
ACS Services, Inc. Managed Services Agreement 8/3/2017 Screening and Selection Services ADP, LLC 5/29/2019 Agreement Advanced Satellite Systems, Inc. (Amgentech) Master Services Agreement 4/16/2019 Advanced Telephone Systems Inc. dba HTC Managed Services Agreement 6/9/2017 Communications Aflac Group Group Master Application 1/1/2016
AIG Specialty Insurance Company Specialty Risk Protector 2/1/2021
Akamai Technologies, Inc. Service Order 1/1/2016
Aleph Group PTE Limited Content License Agreement 11/2/2015
All West/Utah Inc. Master Services Agreement 12/5/2017
Ally Bank Loan and Security Agreement 2/3/2017
Alterna'TV International Corporation Network Affiliation Agreement 5/4/2015
American Broadcasting Companies, Inc. Content License Agreement 1/17/2014
Master Agreement for Professional Amino Communications Ltd 7/26/2019 Services & Software License
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 115 of 153
Discovery Networks Global Animal Planet LLC 11/11/2006 Affiliation Agreement Anthem Blue Cross Life and Health Insurance Preferred Provider Organization 1/1/2019 Company Program Anthem Blue Cross Life and Health Insurance Optional Life Insurance 1/1/2019 Company Anthem Blue Cross Life and Health Insurance Life and Accidental Death and 1/1/2019 Company Dismemberment Insurance Anthem Blue Cross Life and Health Insurance Certificate of Insurance 1/1/2020 Company Anthem Blue Cross Life and Health Insurance Anthem Blue Cross HMO Plan 1/1/2019 Company Arkwest Communications Inc Master Services Agreement 2/25/2019 Excess Private Management Liability Associated Industries Insurance, Co Inc. 2/1/2021 Coverage Associated Press Content License Agreement 4/14/2010 Bandwidth Services Circuit Term AT&T 10/25/2019 Plan Atlantic Telephone Membership Corp Master Services Agreement 6/1/2018
Atlas Networks Corporation Managed Services Agreement 9/10/2019 Atresmedia Corporacion de Medios de Comunicaion Content License Agreement 10/27/2014 S.A. AXA XL Excess Liability Policy 2/1/2021 Excess Error and Omissions Coverage AXA XL 2/1/2021 Policy Content License Agreement for Azteca International Corporation 12/5/2006 Wireless Networks Content License Agreement for Barrio 305 LLC 2/14/2006 Wireless Networks Beehive Telephone Co. Inc, Beehive Telephone Co., Inc, - Nevada, Wirelessbeehive.com, LLC and Managed Services Agreement 12/19/2019 Wierelessbeehive.com LLC - Nevada dba Beehive Broadband
beIN Sports LLC Settlement Agreement 10/30/2018
beIN Sports LLC Affiliation Agreement 4/14/2015
BEK Communications Managed Services Agreement 8/8/2019
Bel Air Internet, LLC Managed Services Agreement 11/7/2019
Berkeley Cable Television Inc. Master Services Agreement 6/25/2019
Betterment LLC Master Services Agreement Unknown
Big Idea Entertainment, LLC Content License Agreement 1/6/2012
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 116 of 153
BigDigit Inc Content License Agreement 9/30/2009
Bill Routt Amended Offer Letter Terms 5/13/2014 Content License Agreement – Black Entertainment Television LLC 5/15/2011 Terminated Channel Ingest and IP Distribution Bloomberg LP 10/8/2018 License Confidential Agreement Bresco Solutions, LLC Managed Services Agreement 2/27/2020 BMI and MobiTV Settlement Broadcast Music, Inc. 5/18/2016 Agreement Broadway Multimedia Inc Content License Agreement 5/1/2013 Three-Party Escrow Service Buckeye Cablevision, Inc. 9/30/2020 Agreement Buckeye Cablevision, Inc. Managed Services Agreement 1/17/2020
Cable One, Inc. Managed Services Agreement 2/4/2020 Software License and Services Canby Telephone Association, DBA DirectLink 12/21/2016 Agreement Carnegie Cable Master Services Agreement 8/9/2019
Catawba Services Inc Master Services Agreement 4/26/2018 Software License and Services Cellular South, Inc. dba C Spire 6/9/2016 Agreement Central Telecom Services, LLC dba CUTV Master Services Agreement 1/27/2020
Charles Nooney Amended Offer Letter Terms 5/13/2014
Cinelan LLC Content License Agreement 9/12/2014
CIT Software License Financing 8/1/2020
Citizens Cable Communications Master Services Agreement 8/24/2018
City of Auburn Electric Dept Master Services Agreement 5/9/2019
City of Fort Collins Managed Services Agreement 4/9/2019
City of Highland Managed Services Agreement 11/18/2019
City of Loveland Managed Services Agreement 10/15/2019
City of Wilson dba Greenlight Master Services Agreement 3/29/2018
Clarity Telecom, LLC dba Vast Broadband Master Services Agreement 2/20/2020 Content License Agreement for Classic Media, Inc. 9/30/2005 Wireless Networks CMG Media Ventures Managed Services Agreement 8/15/2018
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 117 of 153
CMN-RUS, Inc. Managed Services Agreement 4/1/2017 Content License Agreement for IP ComedyTime, Inc. 3/1/2006 Based Networks
ComedyTime, Inc. Audio/Visual Content License 1/31/2005
Consolidated Communications, Inc. Master Services Agreement 11/28/2018 Amended and Restated Content Crackle, Inc. 10/18/2010 License Agreement Cumberland Connect Membership Corporation Managed Services Agreement 1/14/2020
Cunningham Communiations Inc. Managed Services Agreement 3/12/2018
CuriosityStream Content License Agreement 10/27/2017 Syndication Agreement for Player DailyMotion 10/2/2015 Implementation Daktel Communications Master Services Agreement 8/20/2019
Dalton Utilities Master Services Agreement 2/28/2018
Delcom Telecommunications, LLC Managed Services Agreement 11/21/2018 Content Deal Authorization Form Desert Island Films Purchased Classic Cartoon library (30 6/25/2015 cartoons) for the Vodafone project Deziak Entertainment Content License Agreement 9/9/2010 Discovery Networks Global DHC Ventures, LLC 11/11/2006 Affiliation Agreement Content License Agreement – DHX Worldwide Limited, Inc. 8/31/2015 Terminated Discovery Networks Global Discovery Communications, LLC 11/11/2006 Affiliation Agreement Termination of Distribution of Discovery Communications, LLC 12/9/2010 Discovery en Espanol Discovery Networks Global Discovery Health Ventures, LLC 11/11/2006 Affiliation Agreement DMX, Inc. Content License Agreement 10/9/2007
Docomo Pacific, Inc. Master Services Agreement 8/18/2019
Wall Street Journal Digital Network Dow Jones Content Distribution Form Agreement 5/28/2010 – Terminated
Dubois Consulting Service Inc. Consulting Agreement 7/16/2018 Software License and Services eBOX, Inc. 5/10/2017 Agreement Electric Power Board of Chattanooga Master Services Agreement 11/30/2018
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 118 of 153
Elevate Fiber Master Services Agreement 11/2/2018
Elevate Fiber Managed Services Agreement 12/11/2017
Content License Agreement For Entretenimiento Satelital SA de CV 3/31/2006 Wireless Networks
ESPN Enterprises, Inc. Content License Agreement 1/17/2014
ESPN Enterprises, Inc. Content License Agreement 3/1/2010
F.TV BVI, LTD Content License Agreement 12/4/2007 Content License Agreement - F.TV BVI, LTD Assignment/Change of Ownership - 3/12/2014 Confirmation Content License Agreement - F.TV BVI, LTD 12/1/2013 Assignment/Change of Ownership Content License Agreement - F.TV Programmgesellschaft mbH Assignment/Change of Ownership - 3/12/2014 Confirmation Content License Agreement - F.TV Programmgesellschaft mbH 12/1/2013 Assignment/Change of Ownership Federal Insurance Company Terrorism Insurance Coverage 2/1/2021
Federal Insurance Company Customarq Classic Insurance Program 2/1/2021 Chubb Commercial Excess and Federal Insurance Company 2/1/2021 Umbrella Insurance Federal Insurance Company Auto Insurance Policy 2/1/2020
Fidelity Cablevision Master Services Agreement 2/7/2018
Flint Cable Television Inc Master Services Agreement 11/23/2018
FLM Productions, Inc. Content License Agreement 9/28/2009
Forsyth Cablenet, LLC Master Services Agreement 11/16/2019
Assignment and Assumption Fox Digital Entertainment, Inc. Agreement - 20th Century Fox Film 6/16/2014 Corporation
Mobile Subscription Video-On- Fox Digital Entertainment, Inc. 4/12/2013 Demand License Agreement
Fox Digital Entertainment, Inc. Content License Agreement 8/20/2010
Fox News Channel/ Fox Business Fox News Network, LLC Network Amended and Restated 10/1/2014 Affiliation Agreement
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 119 of 153
Fox News Channel/ Fox Business Fox News Network, LLC 2/1/2011 Network Affiliation Agreement
Agreement with Respect to Fragomen, Del Rey, Bernsen & Loewy, LLP 3/22/2021 Immigration Legal Services Futurum Communications Corporation dba Master Services Agreement 5/31/2019 Forethought.net Futurum Communications Corporation dba Managed Services Agreement 12/26/2017 Forethought.net GBT Communications, Inc. Master Services Agreement 9/27/2018
GBT Communications, Inc. Managed Services Agreement 1/25/2018
Glenwood Telecommunications, Inc. Managed Services Agreement 4/9/2018 Content Aggregation and Colocation GlobeCast America, Inc 4/10/2015 Services Agreement Gorham Communications, Inc. Managed Services Agreement 3/12/2018
Great Plains Master Services Agreement 7/16/2018 Engagement Letter for Financing or GT Securities, Inc. 5/7/2020 Sale Transaction Advisory H&B Cable Service, Inc. Managed Services Agreement 9/18/2018
Hamilton County Telephone Co-op Master Services Agreement 5/22/2018 Harrisonville Telephone Company dba HTC Master Services Agreement 3/6/2019 Communications Co Hinton CATV Co Inc Master Services Agreement 2/4/2019
Holston Electric Cooperative Master Services Agreement 9/4/2018
Holston Electric Cooperative Managed Services Agreement 4/17/2018
Hood Canal Cablevision Master Services Agreement 5/24/2018
Horry Telephone Cooperative Master Service Agreement 5/1/2019
HSA Bank Employer Sign-Up Form 1/1/2019
Hyatt Legal Plans, Inc. Group Legal Plan Agreement 1/1/2019
IMI Mobile VAS Ltd FZE Content License Agreement 6/29/2015
Independent Cable Systems of Idaho (Silver Star) Master Services Agreement 9/6/2019
Infostructure, Inc. Master Services Agreement 4/13/2018
Innovative Financial Technologies Managed Services Agreement 5/9/2018
Intact Insurance Specialty Solutions Excess Technology Coverage Policy 2/1/2021 Inter-Mountain Cable Inc (Gearheart Master Services Agreement 11/14/2019 Communications)
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 120 of 153
Content License Agreement – Intersport, Inc. dba Celeb TV 7/3/2014 Terminated
IPV Connect LLC (dba BroadStar) Managed Services Agreement 12/9/2020
James Collette Consulting Agreement 3/16/2021
Johnson City Energy Authority dba BrightRidge Master Services Agreement 3/11/2020 Managed Services Agreement – Johnson City Energy Authority dba BrightRidge 3/13/2019 Converted Kaiser Foundation Health Plan, Inc. Group Agreement 1/1/2019
Kaiser Foundation Health Plan, Inc. Group Agreement 1/1/2021
Konstrukt Consulting Agreement 10/16/2018 Statement of Work for IP VOD Konstrukt 10/16/2018 Supply Chain Lafayette City Parish Consolidate Gov dba Lus Fiber Master Services Agreement 7/24/2018 Excess Network Specialty and Landmark American Insurance Company 2/1/2021 Privacy Liability Insurance Latin American Television LLC Content License Agreement 4/14/2015
Lincolnville Communications Master Services Agreement 6/6/2018
Lincolnville Communications Master Services Agreement 9/20/2018
Liquid Mobile LLC Content License Agreement 10/22/2009
Live Angle Pty Limited A.B.N 69 124 811 776 d/b/a Content License Agreement 8/15/2013 Mosheam Lumos Media, Inc Master Services Agreement 4/16/2019
Machinima, Inc. Content License Agreement 12/5/2016
Madison Telephone, LLC Managed Services Agreement 1/23/2018
Mashell Telecom, dba Rainier Connect Master Services Agreement 5/1/2018
Mashell Telecom, Inc dba Rainier Connect Master Services Agreement 9/6/2018
Massillon Cable TV Inc (MCTV) Master Services Agreement 2/13/2020
Mav'rick Entertainment Network, Inc. Content License Agreement 12/1/2006
Maxx Wireless, Inc. Content License Agreement 9/13/2005 Content License Agreement – MHz Networks, LLC 10/16/2013 Terminated MI Connection Communications dba Continuum Master Services Agreement 7/23/2018
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 121 of 153
Midnite Monkey LLC Content License Agreement 10/22/2009
Software License and Services Mitchell Seaforth Cable TV Ltd. 8/19/2019 Agreement MLGC, LLC Master Services Agreement 9/30/2019
MobiTV India Services Private Limited Services Agreement 3/1/2013
MobiTV Service Corporation Services Agreement 10/9/2012
MTC Communications Master Services Agreement 7/6/2018
Amended and Restated Wireless MTV Networks, a division of Viacom International Content Aggregation, Distribution and 2/10/2012 Inc. Marketing Agreement Content License Agreement – MVS Multivision Digital, S. de R.L. de C.V. 4/3/2015 Termination MyKaZoo TV LLC Content License Agreement 5/10/2012
National Cable Television Cooperative, Inc. Master Services Agreement 11/3/2017
National Cable Television Cooperative, Inc. Letter of Pricing Terms 11/7/2017
Navia Benefit Solutions Administrative Services Agreement 1/1/2019
Navia Benefit Solutions Transportation Fringe Benefits Plan 1/1/2019
Navia Benefit Solutions Flexible Benefit Plan 1/1/2019
New Visions Communications, Inc. Master Services Agreement 5/28/2019 Managed Services Agreement – New Visions Communications, Inc. 6/20/2018 Converted Newport Utilities Master Services Agreement 8/15/2019
Nex-Tech, LLC Managed Services Agreement 1/16/2018
NGHT, LLC Content License Agreement 9/21/2011
Nortex Communications Master Services Agreement 1/23/2018
North Dakota Telephone Company Master Services Agreement 1/22/2020
North State Communications, LLC Master Services Agreement 2/6/2019
Northwest Communications Cooperative Master Services Agreement 8/7/2018
NTN24 USA Inc Content License Agreement 2/1/2015
Excess Private Management Liability Obsidian Specialty Insurance Company 2/1/2021 Coverage
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 122 of 153
Oklahoma Fiber LLC Master Services Agreement 2/19/2019
OlympuSAT, Inc. Content License Agreement 6/30/2008
Content License Agreement – Orchard Enterprises NY, Inc 7/1/2011 Terminated
Outside Television, Inc. Content License Agreement 7/9/2015
Peoples Services LLC Managed Services Agreement 3/12/2018
Phunware, Inc fka GoTV Networks, Inc. Content License Agreement 11/2/2009
Pine Belt Communications, Inc. Master Services Agreement 8/8/2018
Pioneer Telephone Cooperative, Inc. Master Services Agreement 11/1/2018
Plant Tiftnet, Inc Master Services Agreement 9/7/2018
Plateau Managed Services Agreement 3/7/2018
Polar Cablevision Master Services Agreement 2/24/2020
Public Media Distribution, LLC d/b/a PBS Content License Agreement 7/15/2010 Distribution
Rap Entertainment LLC Content License Agreement 5/16/2011
Red Planet Media, Inc. Content License Agreement 3/5/2010
Reliance Majestic Holdings, LLC Term Sheet 4/15/2015
Reservation Telephone Cooperative Master Services Agreement 7/25/2019
Scholastic Entertainment, Inc. Content License Agreement 2/25/2015
Sequoia Benefits and Insurance Services, LLC Client Services Order Form 1/1/2019
Shenandoah Cable Telvision Master Services Agreement 3/8/2019 Securities Account Control Silicon Valley Bank 3/9/2017 Agreement Deposit Account Control Agreement Silicon Valley Bank 3/17/2017 (B) Deposit Account Control Agreement Silicon Valley Bank 3/17/2017 (A) Silver Chalice Ventures, L.L.C. Content License Agreement 12/12/2012
Softchoice Corporation Services Agreement 9/22/2020
Sound Internet Services dba Pogozone Master Services Agreement 4/1/2019
South Georgia Governmental Services Authority Master Services Agreement 12/19/2018
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 123 of 153
Southern Plains Cable TV (Hillary Communications) Master Services Agreement 8/7/2018
SPI International, Inc. Content License Agreement 8/1/2015
Splash News & Picture Agency, Inc. Content License Agreement 3/22/2011 Wireless Data and Application Sprint/United Management Company 3/31/2015 Agreement SRT Communications, Inc. Master Services Agreement 8/27/2019
Stowe Cable Holdings, LLC Master Services Agreement 8/27/2018
Sunwest Trust, Inc. 401(K) Adoption Agreement 1/1/2018
TargetCW Master Services Agreement 12/12/2019
TEG Staffing, Inc. dba Eastridge Infotech Consulting Agreement 2/1/2008 Software License and Services Tekstar Communications, Inc. 10/2/2017 Agreement TeleFormula S.A. de C.V. Content License Agreement 11/15/2014
TeleRed Imagen S.A. Content License Agreement 10/27/2014
Terri Stevens Amended Offer Letter Terms 7/1/2013
The Guardian Life Insurance Company Certificate of Insurance 1/1/2019
The Pioneer Telephone Association, Inc. Managed Services Agreement 2/2/2018 Managed Services Agreement – The Southern Kansas Telephone Company, Inc. 3/26/2018 Terminated The Swenson Group Lease Agreement 7/1/2020
The Weather Channel Interactive, Inc Content License Agreement 12/10/2010
Content License Agreement – The Young Turks LLC 9/5/2014 Terminated Thema America, Inc. Network Affiliation Agreement 5/4/2015
TiVo Solutions, Inc Patent License Agreement 3/30/2017 Three Party Escrow Service T-Mobile USA, Inc 12/20/2019 Agreement Professional Services Statement of T-Mobile USA, Inc 4/21/2020 Work T-Mobile USA, Inc Master Agreement 11/6/2019
Touchstrom, LLC Content License Agreement 2/25/2014 TPC Broad Holdings, LLC dba Advanced Master Services Agreement 2/5/2020 Communications (Blue Stream)
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 124 of 153
Managed Services Agreement – TPC Broadband Holdings LLC 8/13/2018 Terminated Trailwave Fiber Managed Services Agreement 11/26/2019 Tribune Media Services Licensed Tribune Media Services, Inc. Data Agreement Mobile EPG 6/6/2006 Television Listings Data Tribune Media Series Licensed Data Tribune Media Services, Inc. Agreement, Television Listings Data 9/1/2005 Agreement Tribune Media Services, Inc. Purchase Requisition Form 10/18/2011
Additional Extension - Amendment to Twentieth Century Fox Film Corporation Mobile Subscription Video-On- 1/29/2016 Demand License Agreement
U.S. Specialty Insurance Company D&O Insurance Policy 2/1/2021
Uintah Basin Electronic Telecom dba Strata Network Master Services Agreement 12/9/2019
United Communications Associations, Inc. Managed Services Agreement 3/21/2018
United Services, Inc. Managed Services Agreement 7/12/2018 Content License Agreement – Univision Interactive Media, Inc. 3/21/2011 Terminated USA Communications Master Services Agreement 1/10/2019
USA Communications Managed Services Agreement 8/31/2017
Velocity.net Video, Inc. Master Services Agreement 2/14/2020 Amended and Restated Wireless Viacom International Inc. Content Aggregation, Distribution and 2/10/2012 Marketing Agreement Wabash Independent Networks Inc Master Services Agreement 5/18/2018
Waitsfield Cable Master Services Agreement 2/21/2019 Music Video Pre-Programmed Warner Music Inc 11/14/2006 Streaming Agreement – Terminated
Weather Group Televison, LLC Content License Agreement 12/16/2016
Wesco Insurance Company Excess Insurance Policy 2/1/2021
Wheat State Telephone Inc Managed Services Agreement 1/24/2018
Wilkes Communications, Inc. Master Services Agreement 6/6/2018
Windstream Services, LLC Managed Services Agreement 9/19/2018
Wirestar, Inc. DBA WireStar Networks Managed Services Agreement 1/31/2020
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 125 of 153
Wyandotte Municipal Service Master Services Agreement 2/13/2020
Young Turks, LLC Content License Agreement 9/5/2014 Amended and Restated Content ZooVision Entertainment, LLC 8/24/2010 License Agreement
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 126 of 153
SCHEDULE 1.2(xiii)
EXCLUDED ASSETS OF SELLER
Schedule 1.2(vii) is referenced and incorporated into Schedule 1.2(xiii).
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 127 of 153
SCHEDULE 1.3(v)
ASSUMED LIABILITIES OF SELLERS
None. This Schedule 1.3(v) intentionally left blank.
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 128 of 153
SCHEDULE 1.5(a)
TRANSFERRED CONTRACTS
Transport Rights Agreements.
Document Counterparty Name of Document Effective Date A&E Television Networks, LLC MobiTV Agreement 6/12/2018 Transport Authorization ABC, Inc. 4/20/2018 Agreement Affiliate Distribution & Mktg., Inc. Signal Transport Agreement 9/15/2017 Altitude Sports & Entertainment Altitude Sports & Entertainment, LLC Programming Transport Services 8/8/2018 Agreement Channel Ingest and IP Distribution America's Collectibles Network, Inc. dba JTV 11/14/2017 License Channel Ingest and IP Distribution Aspire Channel, LLC 5/18/2018 License Channel Ingest and IP Distribution AXS TV LLC 5/30/2018 License Second Amended and Restated Baby Network Limited Transportation Authorization 4/20/2020 Agreement Channel Ingest and IP Distribution Centerpost Networks LLC, dba Youtoo America 5/31/2018 License Content Ingest and Distribution Cinedigm Entertainment Corp. 10/31/2019 Agreement Condista Networks, LLC Transport Agreement 10/4/2019 “Content Provider” collectively: Scripps Networks, LLC, Discovery Communications, LLC, Television Food Network, G.P., Animal Planet, L.L.C., Cooking Channel Ingest and IP Distribution 12/29/2017 Channel, LLC, OWN, LLC, The Travel Channel, License L.L.C., Discovery Health Ventures, LLC, Hub Television Networks, LLC “Content Provider” collectively: AMC Network Entertainment LLC, IFC TV LLC, SundanceTV LLC, Channel Ingest and IP Distribution 2/15/2018 WE tv LLC and New Video Channel America, L.L.C., License BBC America and BBC World News Channel Ingest and IP Distribution Crown Media United States, LLC 6/12/2018 License CSTV Networks, Inc. d/b/a CBS Sports Network Transport Rights Agreement 10/1/2018
Diamond Sports Group, LLC, the Tennis Channel, Inc. Service Signal Transport 2/26/2021 and Yankees Entertainment and Sports Network, LLC Agreement Channel Ingest and IP Distribution Entertainment Studios Networks, Inc. 12/29/2017 License Service Signal Transport Fox News Network, LLC 4/2/2018 Agreement
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 129 of 153
Content Ingest and Distribution Fun Roads Media Inc. 9/26/2019 Agreement Channel Ingest and IP Distribution Fuse Media, LLC 5/10/2018 License Second Amended and Restated FX Networks Transportation Authorization 4/20/2020 Agreement Channel Ingest and IP Distribution Game Show Network, LLC 1/30/2018 License Channel Ingest and IP Distribution Herring Networks, Inc. 8/22/2018 License Transport Services & Managed Home Box Office, Inc. 10/29/2018 Solutions Agreement Channel Ingest and IP Distribution HSNi, LLC 8/17/2017 License
Channel Ingest and IP Distribution INSP, LLC 6/7/2017 License
Content Ingest and Distribution Invincible Entertainment Partners, LLC 9/20/2019 Agreement Channel Ingest and IP Distribution ION Media Networks Inc. 7/12/2018 License Channel Ingest and IP Distribution Justice Central Networks, Inc. 12/29/2017 License Channel Ingest and IP Distribution Katz Broadcasting, LLC 6/20/2018 License Programming Transport Services KSE Media Ventures, LLC 9/11/2017 Agreement Programming Transport Services KSE Outdoor Sportsman Group, LLC 9/11/2017 Agreement “Licensor” collectively: ESPN, Inc., ESPN Classic, Inc. and ESPN Enterprises, Inc., International Family Transport Authorization 4/25/2018 Entertainment, Inc., ABC Cable Networks Group, and Agreement SOAPnet, L.L.C. Channel Ingest and IP Distribution National Cable Satellite Corporation dba C-SPAN 2/15/2018 License Channel Ingest and IP Distribution New England Sports Network 5/2/2019 License Channel Ingest and IP Distribution Newsmax Media, Inc. 6/12/2018 License Channel Ingest and IP Distribution NFL Enterprises LLC 3/14/2019 License Second Amended and Restated NGC Network US, LLC Transportation Authorization 4/20/2020 Agreement
Channel Ingest and IP Distribution Outside Television, Inc. 8/9/2018 License Channel Ingest and IP Distribution Ovation, LLC 8/24/2017 License Channel Ingest and IP Distribution Pac-12 Network, LLC 4/25/2018 License
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 130 of 153
Content Ingest and Distribution Plato Media 2/20/2020 Agreement Channel Ingest and IP Distribution Pop Media Networks, LLC 7/13/2018 License Channel Ingest and IP Distribution ReelzChannel LLC 10/16/2017 License Channel Ingest and IP Distribution Revolt Media and TV LLC 10/13/2017 License Channel Ingest and IP Distribution RFD-TV, LLC and/or Rural Television Network, LLC 7/19/2017 License Channel Ingest and IP Distribution Ride Television Network, Inc. 10/2/2019 License Showtime Networks Transport Showtime Networks Inc. 6/1/2018 Vendor Agreement Showtime Networks Testing Showtime Networks Inc. 11/1/2017 Agreement Smithsonian Channel Transport SNI/SI Networks L.L.C. 8/17/2018 Vendor Agreement Channel Ingest and Distribution Stingray Music USA Inc. 8/20/2018 License Channel Ingest and IP Distribution The Tennis Channel, Inc. 8/16/2017 License Transport Authorization The Walt Disney Company 4/20/2018 Agreement Channel Ingest and IP Distribution TheBlaze Inc. 6/29/2017 License Channel Ingest and IP Distribution Tower Distribution Company, LLC 4/27/2018 License Channel Ingest and IP Distribution Trinity Broadcasting Network 5/23/2018 License Content Processing & Transport Turner Network Sales, Inc. 10/8/2018 Agreement Channel Ingest and IP Distribution TV One, LLC 6/6/2018 License Univision Networks and Studios, Inc., Univision Local Channel Ingest and Transport Media Inc., El Rey Network LLC and Fusion Media 9/11/2018 Agreement Network, LLC Channel Ingest and IP Distribution UP Entertainment, LLC 5/10/2018 License Second Amended and Restated Utilisima, LLC Transportation Authorization 4/20/2020 Agreement Viacom Media Networks, a division of Viacom IP Transport Agreement 4/3/2018 International Inc. Channel Ingest and IP Distribution World Wide Distribution INSP, LLC 6/7/2017 License
Independent Contractors.
Name Type Amol Brahmankar Direct Contractor Druva Yarlagadda Direct Contractor
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 131 of 153
Sreenivas Doosa Direct Contractor Sumanta Rout Direct Contractor Srikanth Madishetti Direct Contractor Shobhit Sharma Direct Contractor Dhananjay Barve Direct Contractor Souvik Panda Direct Contractor
Vendor Agreements.
Document Effective Counterparty Name of Document Date
Consultancy Braindriven Consulting LLP - Dhananjay Barve 4/3/2020 Agreement
Master Service 10/16/2014 Agreement; CenturyLink Communications, LLC and Level 3 Communications, LLC (signatory to Master Service Document No. DOC- 11/22/2019 Agreement) 0000720593; and
Order Amendment 11/25/2019 Network Services No executed copies of Terms & Conditions Network Services North America; and Terms & Conditions Cogent Communications, Inc. North America was provided
Customer Order Form 2/16/2018 Comcast Enterprise Services Master Comcast Cable Communications Management, LLC Services Agreement 2/23/2017 and related Sales Orders Countly Software Countly LTD License Subscription 10/1/2017 Agreement
Cybage Software Private Limited Consulting Agreement 5/5/2014
Fourth Renewal of Devangshi IT Technologies LLP Consultancy 10/1/2020 Agreement Digital Realty Trust, LP, Digital Realty Trust, Inc., Colo Properties Atlanta, LLC, Telx Ashburn, LLC, Telx Atlanta 2, LLC, Telx Boston, LLC, telx – Charlotte, LLC, telx – Chicago Federal, LLC, telx – Chicago Lakeside, LLC, telx – Master Terms and Clifton, LLC, telx – Dallas, LLC, telx – Los Angeles, LLC, 3/[XX]/2018 – date Conditions and related telx – Miami, LLC, telx – New York, LLC, telx – New York was not filled in. Service Orders 111 8th, LLC, Telx – New York 6th Ave, LLC, telx – Phoenix, LLC, Telx Richardson, LLC, telx – Santa Clara, LLC, telx – San Francisco, LLC, telx – Weehawken, LLC, Telx – Portland, LLC, and Telx – Seattle, LLC
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 132 of 153
Telx Atlanta 2, LLC Cage Expansion 2/14/2019 Master Services DocuSign, Inc. 12/18/2019 Agreement Dropbox Inc. Service Order 6/8/2020
Dynatrace LLC Order Form 3/29/2020 Master Services Electric Power Board of Chattanooga 4/4/2018 Agreement Google Software Grant and Corporate Google Inc. 8/21/2017 Contributor License Agreement Google Inc. CWIP Order Form 4/25/2018 Licensed Data Gracenote Media Services, LLC 6/16/2017 Agreement Consultancy Huffman Technologies (OPC) Private Limited 7/18/2019 Agreement Master License and Netrality Property Sub Trust dba KC Telco, LLC 3/28/2018 Service Agreement Master Service Neustar, Inc Agreement and related 9/30/2011 Service Orders 8/31/2018 (NetSuite) Subscription Services Agreement and related Estimates/Order Forms; Oracle America, Inc. Payment Plan Not dated Agreement; and
Payment Schedule Not dated
PPL Powered Solutions Pvt. Ltd. Consulting Agreement 4/10/2017
Master Services 4/1/2010 Agreement #1067.0.2; RagingWire Data Centers, Inc. and
Change Order 12/11/2018 Consultancy Red Elephant Solutions LLP 7/23/2018 Agreement Master Service Ring Central 11/1/2020 Agreement Consultancy Shobhit Sharma 4/1/2016 Agreement Consultancy Souvik Panda 2/8/2021 Agreement
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 133 of 153
Consultancy Sreenivas Doosa 4/23/2018 Agreement Master Services Stroz Friedberg, LLC 12/16/2020 Agreement Master Service 3/29/2018 Agreement; and Telia Carrier U.S. Inc. Service Order Form 4/8/2020 Consultancy Thinkdiff Solutions LLP-Druvakant Yarlagadda 10/1/2020 Agreement Master Service Time Warner Cable Enterprises LLC Agreement and related 1/21/2015 Service Orders Master Services Tringapps, Inc Agreement and related 8/10/2016 Statement of Works Professional Services ValueLabs Inc. Agreement and related 10/26/2012 Statement of Works Master Agreement for Verimatrix, Inc. 9/27/2019 Products and Services Vidora Corporation Customer Order Form 10/1/2018 Master Services Vubiquity, Inc Agreement and related 11/1/2018 Statement of Works Master Service 3/11/2015 Agreement; and Zayo Group, LLC Order Form 12/21/2020
DB2/ 40869476.4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 134 of 153
SCHEDULE 2.6(a)
SELLERS REGISTERED INTELLECTUAL PROPERTY
Patents.
Docket No. Title Patent Number MOBID001 CONNECTING DONGLE D721374 MOBID002 TEXTURED DONGLE D730904 MOBIP002 METHODS AND 7818769 APPARATUS FOR IMPLEMENTING DYNAMIC PROGRAM GUIDES ON MOBILE DEVICES MOBIP002C1US METHODS AND 9516252 APPARATUS FOR IMPLEMENTING DYNAMIC PROGRAM GUIDES ON MOBILE DEVICES MOBIP002C2 METHODS AND APPARATUS FOR IMPLEMENTING DYNAMIC PROGRAM GUIDES ON MOBILE DEVICES MOBIP003US PROXY OPERATIONS ON 7743113 CLIENT DEVICES MOBIP004US INTELLIGENT PROGRAM 8661468 GUIDE TIME SLOT SELECTION MOBIP005C1 METHODS AND 8301164 APPARATUS FOR PROVIDING MEDIA ON MOBILE DEVICES MOBIP005C2 METHODS AND 8862151 APPARATUS FOR PROVIDING MEDIA ON MOBILE DEVICES MOBIP005C3 METHODS AND 9143816 APPARATUS FOR PROVIDING MEDIA ON MOBILE DEVICES MOBIP005US METHODS AND 8165598 APPARATUS FOR
DB2/ 40831758.3 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 135 of 153
PROVIDING MEDIA ON MOBILE DEVICES MOBIP006C1 KEY FRAME DETECTION 9036655 AND SYNCHRONIZATION MOBIP006C2 KEY FRAME DETECTION 9332048 AND SYNCHRONIZATION MOBIP006US KEY FRAME DETECTION 8542705 AND SYNCHRONIZATION MOBIP012GB MOSAIC VIDEO 2469398 CONTENT SELECTION MECHANISM MOBIP013GB REAL-TIME MOST 2467489 WATCHED GUIDE ORDERING AND GENERATION MOBIP016C1 DYNAMIC 10554932 ADVERTISEMENT STREAM REPLACEMENT MOBIP016C2 DYNAMIC ADVERTISEMENT STREAM REPLACEMENT MOBIP016GB DYNAMIC 2471241 ADVERTISEMENT STREAM REPLACEMENT MOBIP016US DYNAMIC 9955122 ADVERTISEMENT STREAM REPLACEMENT MOBIP018C1 MODIFICATION OF LIVE 8831006 STREAMS MOBIP018C2 MODIFICATION OF LIVE 9031078 STREAMS MOBIP018US MODIFICATION OF LIVE 8559438 STREAMS MOBIP020C1US FAST SETUP RESPONSE 8200831 PREDICTION MOBIP020C2 FAST SETUP RESPONSE 8504698 PREDICTION MOBIP020C3 FAST SETUP RESPONSE 8990407 PREDICTION MOBIP020US FAST SETUP RESPONSE 7979557 PREDICTION MOBIP022C1US CONTENT SERVER 8782275 MEDIA STREAM MANAGEMENT
DB2/ 40831758.3 2 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 136 of 153
MOBIP022C2 CONTENT SERVER 9591044 MEDIA STREAM MANAGEMENT MOBIP022C3 CONTENT SERVER 10015221 MEDIA STREAM MANAGEMENT MOBIP022C4 CONTENT SERVER 10440079 MEDIA STREAM MANAGEMENT MOBIP022C5 CONTENT SERVER 10826958 MEDIA STREAM MANAGEMENT MOBIP022C6 CONTENT SERVER MEDIA STREAM MANAGEMENT MOBIP022US CONTENT SERVER 9003051 MEDIA STREAM MANAGEMENT MOBIP023C1 NETWORK OPTIMIZED 8718094 DISTRIBUTION MOBIP023US NETWORK OPTIMIZED 8406254 DISTRIBUTION MOBIP025US CLIENT CAPABILITY 8612620 ADJUSTMENT MOBIP026US DISTRIBUTED AND 9003050 SCALABLE CONTENT STREAMING ARCHITECTURE MOBIP031C1 SYSTEM AND METHOD 10250841 FOR MODIFYING MEDIA STREAMS USING METADATA MOBIP031C2 SYSTEM AND METHOD FOR MODIFYING MEDIA STREAMS USING METADATA MOBIP034US EVENT BASED 8259118 INTERACTIVE ANIMATION MOBIP036C1 DISTRIBUTED 10645436 SCHEDULING OF MEDIA CHANNEL PLAYOUT MOBIP036C2 DISTRIBUTED SCHEDULING OF MEDIA CHANNEL PLAYOUT
DB2/ 40831758.3 3 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 137 of 153
MOBIP036US DISTRIBUTED 8856821 SCHEDULING OF MEDIA CHANNEL PLAYOUT MOBIP037US SYSTEM FOR 8707288 AUTOMATIC MANAGEMENT OF APPLICATIONS ON REMOTE DEVICES MOBIP039US FUNCTIONAL 8477136 PRESENTATION LAYER IN A LIGHTWEIGHT CLIENT ARCHITECTURE MOBIP042US IMPLICIT MECHANISM 8875167 FOR DETERMINING USER RESPONSE TO MEDIA MOBIP043GB DISTRIBUTED 2489840 CONTRIBUTION OF DISPARATE INTERACTIVE ELEMENTS MOBIP044GB DATA MEASUREMENT 2489149 AND FEEDBACK MECHANISM USING AN APPLICATION FRAMEWORK MOBIP047C1 RETRIEVAL AND 9635081 DISPLAY OF RELATED CONTENT USING TEXT STREAM DATA FEEDS MOBIP047C2 RETRIEVAL AND 10122782 DISPLAY OF RELATED CONTENT USING TEXT STREAM DATA FEEDS MOBIP047US RETRIEVAL AND 8996496 DISPLAY OF RELATED CONTENT USING TEXT STREAM DATA FEEDS MOBIP048/ID2140 TILE BASED MEDIA 8887202 CONTENT SELECTION MOBIP048C1 TILE BASED MEDIA 10261657 CONTENT SELECTION MOBIP048C2 TILE BASED MEDIA CONTENT SELECTION MOBIP048GB TILE BASED MEDIA 2497624 CONTENT SELECTION MOBIP050US FRAGMENTED FILE 9596522 STRUCTURE FOR LIVE
DB2/ 40831758.3 4 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 138 of 153
MEDIA STREAM DELIVERY MOBIP052US USER AND DEVICE 8719921 AUTHENTICATION FOR MEDIA SERVICES MOBIP053C1 MEDIA RIGHTS 9223944 MANAGEMENT ON MULTIPLE DEVICES MOBIP053US MEDIA RIGHTS 8910302 MANAGEMENT ON MULTIPLE DEVICES MOBIP056US USER BASED 9083999 ELECTRONIC PROGRAM GUIDES MOBIP057US LOCATION AWARE 9307378 TRAVEL MEDIA MOBIP058C1 METHODS AND 9161094 APPARATUS FOR BROADCAST AND MULTICAST/UNICAST TRANSITION MOBIP058DE METHODS AND APPARATUS FOR BROADCAST AND MULTICAST/UNICAST TRANSITION MOBIP058GB METHODS AND 2508726 APPARATUS FOR BROADCAST AND MULTICAST/UNICAST TRANSITION MOBIP058US METHODS AND 8514824 APPARATUS FOR BROADCAST AND MULTICAST/UNICAST TRANSITION MOBIP059C1 NON-INTRUSIVE ADVERTISEMENT PRESENTATION MOBIP059US NON-INTRUSIVE 10643238 ADVERTISEMENT PRESENTATION MOBIP061/2250-1 MEDIA CONVERGENCE 9277260 PLATFORM MOBIP063C1 LOCATION BASED 9398112 ACCESS CONTROL FOR
DB2/ 40831758.3 5 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 139 of 153
CONTENT DELIVERY NETWORK RESOURCES MOBIP063C2 LOCATION BASED 10447801 ACCESS CONTROL FOR CONTENT DELIVERY NETWORK RESOURCES MOBIP063C3 LOCATION BASED ACCESS CONTROL FOR CONTENT DELIVERY NETWORK RESOURCES MOBIP063US LOCATION BASED 8874750 ACCESS CONTROL FOR CONTENT DELIVERY NETWORK RESOURCES MOBIP065C1 CONTEXTUALLY AWARE 9635080 CLIENT BUFFER THRESHOLDS MOBIP065C2 CONTEXTUALLY AWARE 10250659 CLIENT BUFFER THRESHOLDS MOBIP065GB CONTEXTUALLY AWARE 2506047 CLIENT BUFFER THRESHOLDS MOBIP065US CONTEXTUALLY AWARE 8769144 CLIENT BUFFER THRESHOLDS MOBIP068C1 REAL-TIME PROCESSING 10263875 CAPABILITY BASED QUALITY ADAPTATION MOBIP068DE REAL-TIME PROCESSING CAPABILITY BASED QUALITY ADAPTATION MOBIP068GB REAL-TIME PROCESSING 2505113 CAPABILITY BASED QUALITY ADAPTATION MOBIP068US REAL-TIME PROCESSING 8990351 CAPABILITY BASED QUALITY ADAPTATION MOBIP069 LIVE MEDIA CONTENT 9307295 DISCOVERY AND MANAGEMENT MOBIP070C1 DISTRIBUTED SCALABLE ENCODER RESOURCES FOR LIVE STREAMS
DB2/ 40831758.3 6 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 140 of 153
MOBIP070US DISTRIBUTED SCALABLE 10136165 ENCODER RESOURCES FOR LIVE STREAMS MOBIP072US LOCALIZED 9197900 REDUNDANCY FOR FRAGMENT PROCESSING MOBIP074C1US SYSTEM AND METHOD 9525637 FOR LOCATION BASED INTERACTION WITH A DEVICE MOBIP074US SYSTEM AND METHOD 8024186 FOR LOCATION BASED INTERACTION WITH A DEVICE MOBIP075US INTELLIGENT DEVICE 8719440 MEDIA STREAM CACHING MOBIP076US TRANSFORMATION 7031540 SYSTEM AND METHOD TO INCREASE THE LEMPEL-ZIV COMPRESSIBILITY OF IMAGES WITH MINIMAL V MOBIP077 METHOD AND SYSTEM 7073178 OF PERFORMING TRANSACTIONS USING SHARED RESOURCES AND DIFFERENT APPLICATIONS MOBIP077C1 EFFICIENT MULTI- 7818758 PROTOCOL SOFTWARE ARCHITECTURE WITH SHARED RESOURCES FOR DIFFERENT APPLICATIONS MOBIP078 SYSTEM AND METHOD 7469300 FOR STORAGE AND RETRIEVAL OF ARBITRARY CONTENT AND APPLICATION DATA MOBIP082US MULTI-TIERED CACHING 7130872 MECHANISM FOR THE STORAGE AND RETRIEVAL OF CONTENT MULTIPLE VERSIONS
DB2/ 40831758.3 7 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 141 of 153
MOBIP083 PLUG-IN API FOR 7117506 MODULAR NETWORK TRANSACTION PROCESSING MOBIP084 PLUG-IN API FOR 7246360 PROTOCOL AND PAYLOAD TRANSFORMATION MOBIP085C1 FRAGMENT SERVER 9491213 DIRECTED DEVICE FRAGMENT CACHING MOBIP085C2 FRAGMENT SERVER 10057607 DIRECTED DEVICE FRAGMENT CACHING MOBIP085C3 FRAGMENT SERVER DIRECTED DEVICE FRAGMENT CACHING MOBIP085US FRAGMENT SERVER 8560719 DIRECTED DEVICE FRAGMENT CACHING MOBIP086 ENHANCED STARTUP 9219929 AND CHANNEL CHANGE FOR FRAGMENTED MEDIA STREAM DELIVERY MOBIP087 ENHANCED GROUP OF 9338482 PICTURES (GOP) ALIGNMENT IN MEDIA STREAM VARIANTS MOBIP089 SCALABLE WATERMARK 9330429 INSERTION FOR FRAGMENTED MEDIA STREAM DELIVERY MOBIP090 EFFICIENT DELINEATION 9462302 AND DISTRIBUTION OF MEDIA SEGMENTS MOBIP091 CONTROL OF 9201495 PERSPECTIVE IN MULTI- DIMENSIONAL MEDIA MOBIP092 SEARCH-BASED 9785639 NAVIGATION OF MEDIA CONTENT MOBIP092C1 SEARCH-BASED 10628477 NAVIGATION OF MEDIA CONTENT
DB2/ 40831758.3 8 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 142 of 153
MOBIP092C2 SEARCH-BASED NAVIGATION OF MEDIA CONTENT MOBIP093 CLOSED CAPTIONING 9516371 MANAGEMENT SYSTEM MOBIP093C1 CLOSED CAPTIONING 10122961 MANAGEMENT SYSTEM MOBIP093C2 CLOSED CAPTIONING 10523896 MANAGEMENT SYSTEM MOBIP093C3 CLOSED CAPTIONING MANAGEMENT SYSTEM MOBIP094 CHARACTER BASED 9552124 SEARCH AND DISCOVERY OF MEDIA CONTENT MOBIP094C1 CHARACTER BASED 10812863 SEARCH AND DISCOVERY OF MEDIA CONTENT MOBIP094C2 CHARACTER BASED SEARCH AND DISCOVERY OF MEDIA CONTENT MOBIP095 COMBINED BROADCAST 8949451 AND UNICAST DELIVERY MOBIP095C1 COMBINED BROADCAST 9769236 AND UNICAST DELIVERY MOBIP095DE COMBINED BROADCAST AND UNICAST DELIVERY MOBIP095GB COMBINED BROADCAST 2515931 AND UNICAST DELIVERY MOBIP103 EYE TRACKING BASED 8990843 DEFOCUSING MOBIP105 OPTIMIZING VIDEO 9386331 CLARITY MOBIP105C1 OPTIMIZING VIDEO 9787747 CLARITY MOBIP106 WATERMARKING OF 8818021 DIGITAL VIDEO MOBIP107 WATERMARKING OF 9292897 IMAGES MOBIP108 PERSONALIZED 8793582 TIMELINE PRESENTATION
DB2/ 40831758.3 9 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 143 of 153
MOBIP108C1 PERSONALIZED 9715334 TIMELINE PRESENTATION MOBIP108C2 PERSONALIZED 10346008 TIMELINE PRESENTATION MOBIP108C3 PERSONALIZED 10346009 TIMELINE PRESENTATION MOBIP108C4 PERSONALIZED 10831353 TIMELINE PRESENTATION MOBIP110 VIDEO EFFICACY 8832721 MEASUREMENT MOBIP110C1 VIDEO EFFICACY 9769523 MEASUREMENT MOBIP111 FEEDBACK LOOP 8881209 CONTENT RECOMMENDATION MOBIP111C1 FEEDBACK LOOP 10095767 CONTENT RECOMMENDATION MOBIP111C2 FEEDBACK LOOP 10885063 CONTENT RECOMMENDATION MOBIP111C3 FEEDBACK LOOP CONTENT RECOMMENDATION MOBIP118 DIGITAL RIGHTS 9892239 MANAGEMENT FOR HTTP-BASED MEDIA STREAMING MOBIP118C1 DIGITAL RIGHTS 10146918 MANAGEMENT FOR HTTP-BASED MEDIA STREAMING MOBIP118C2 DIGITAL RIGHTS MANAGEMENT FOR HTTP-BASED MEDIA STREAMING MOBIP119 SCALABLE NETWORKED 9229944 DIGITAL VIDEO RECORDINGS VIA SHARD-BASED ARCHITECTURE
DB2/ 40831758.3 10 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 144 of 153
MOBIP119DE SCALABLE NETWORKED DIGITAL VIDEO RECORDINGS VIA SHARD-BASED ARCHITECTURE MOBIP120 GEOGRAPHIC CONTEXT 8732737 WEIGHTED CONTENT RECOMMENDATION MOBIP122 PRIORITIZED SIDE 9338204 CHANNEL DELIVERY FOR DOWNLOAD AND STORE MEDIA MOBIP123 EFFICIENT COMMON 10182038 STORAGE OF PARTIALLY ENCRYPTED CONTENT MOBIP123C1 EFFICIENT COMMON STORAGE OF PARTIALLY ENCRYPTED CONTENT MOBIP125 FAST ENCODING OF LIVE 9838455 STREAMING MEDIA CONTENT MOBIP125C1 FAST ENCODING OF LIVE STREAMING MEDIA CONTENT MOBIP126 CAMERA CAPTURE FOR 10348951 CONNECTED DEVICES MOBIP127 SPLIT SCREEN 9967345 TELECONFERENCING MOBIP129 UNIFIED PLAYLIST 10264322 MOBIP129C1 UNIFIED PLAYLIST MOBIP130 INTERMEDIATE KEY 10440443 FRAME SELECTION AND ANIMATION MOBIP130C1 INTERMEDIATE KEY 10873787 FRAME SELECTION AND ANIMATION MOBIP130C2 INTERMEDIATE KEY FRAME SELECTION AND ANIMATION MOBIP131 MEDIA SEEK 10440076 MECHANISMS MOBIP131C1 MEDIA SEEK MECHANISMS MOBIP132 LIVE CONSECUTIVE AD 9510025 INSERTION
DB2/ 40831758.3 11 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 145 of 153
MOBIP132C1 LIVE CONSECUTIVE AD 10116971 INSERTION MOBIP132C2 LIVE CONSECUTIVE AD INSERTION MOBIP133 SELF-CONFIGURATION 10355923 OF WIRELESS CONNECTIONS MOBIP133C1 SELF-CONFIGURATION OF WIRELESS CONNECTIONS MOBIP134 LEAN PRIVATE COPY OF 10531146 MEDIA CONTENT WITHIN NETWORK- BASED DIGITAL VIDEO RECORDINGS MOBIP134C1 LEAN PRIVATE COPY OF MEDIA CONTENT WITHIN NETWORK- BASED DIGITAL VIDEO RECORDINGS MOBIP134CA LEAN PRIVATE COPY OF MEDIA CONTENT WITHIN NETWORK- BASED DIGITAL VIDEO RECORDINGS MOBIP135 SYSTEM AND METHOD 10178423 FOR SMOOTH TRANSITION OF LIVE AND REPLAY PROGRAM GUIDE DISPLAYS MOBIP135C1 SYSTEM AND METHOD 10555019 FOR SMOOTH TRANSITION OF LIVE AND REPLAY PROGRAM GUIDE DISPLAYS MOBIP135C2 SYSTEM AND METHOD FOR SMOOTH TRANSITION OF LIVE AND REPLAY PROGRAM GUIDE DISPLAYS MOBIP135CA SYSTEM AND METHOD FOR SMOOTH TRANSITION OF LIVE AND REPLAY PROGRAM GUIDE DISPLAYS
DB2/ 40831758.3 12 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 146 of 153
MOBIP136 SYSTEM AND METHOD 10349108 FOR STORING MULTIMEDIA FILES USING AN ARCHIVE FILE FORMAT MOBIP136C2 SYSTEM AND METHOD FOR STORING MULTIMEDIA FILES USING AN ARCHIVE FILE FORMAT MOBIP136C3 SYSTEM AND METHOD FOR STORING MULTIMEDIA FILES USING AN ARCHIVE FILE FORMAT MOBIP137 DYNAMIC DIGITAL 10750212 OBJECT PLACEMENT IN VIDEO STREAM MOBIP137C1 DYNAMIC DIGITAL OBJECT PLACEMENT IN VIDEO STREAM
Copyrights.
Title Copyright Number Date Far Reach computer program V9961D562 2018 & 2 other titles Far Reach computer program V9957D091 2017 & 2 other titles Far Reach computer program TXu001344217 2007 MobiRadio1 client TXu001342585 2007 MobiRadio server TXu001339608 2007
DB2/ 40831758.3 13 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 147 of 153
Trademarks.
App. Date Reg. Date Trademark Country Class Owner App. No. Reg. No. Next Renewal Status 9, 38, 42 5/11/2018 M (and design) v1 Canada MobiTV, Inc. Pending 1898776 3/27/2008 4/20/2011 M (and design) v1 Canada MobiTV, Inc. 4/20/2026 Registered 1389014 TMA795997 3/13/2008 7/18/2008 M (and design) v1 Mexico 38 MobiTV, Inc. 3/13/2028 Registered 920794 1050499 3/13/2008 9/30/2008 M (and design) v1 Mexico 41 MobiTV, Inc. 3/13/2028 Registered 920795 1063983 3/13/2008 8/11/2008 M (and design) v1 Mexico 9 MobiTV, Inc. 3/13/2028 Registered 920792 1053264 5/11/2018 9/18/2018 M (and design) v2 EUTM 9, 38, 42 MobiTV, Inc. 5/11/2028 Registered 017899263 017899263 7/10/2018 5/4/2019 M (and design) v2 India 38 MobiTV, Inc. 7/10/2028 Registered 3884188 3884188 7/10/2018 5/24/2019 M (and design) v2 India 42 MobiTV, Inc. 7/10/2028 Registered 3884189 3884189 7/10/2018 M (and design) v2 India 9 MobiTV, Inc. Pending 3884187 5/11/2018 10/12/2018 M (and design) v2 United Kingdom 9, 38, 42 MobiTV, Inc. 5/11/2028 Registered 3310264 3310264 5/11/2018 9/18/2018 M (and design) v2 United Kingdom 9, 38, 42 MobiTV, Inc. 5/11/2028 Registered UK00917899263 UK00917899263 1/9/2018 8/14/2018 M (and design) v2 United States 9, 38, 42 MobiTV, Inc. 8/14/2028 Registered 87748435 5540327 9/27/2005 8/2/2006 MOBIRADIO EUTM 9, 38 MobiTV, Inc. 9/27/2025 Registered 004654588 004654588 9/27/2005 8/2/2006 MOBIRADIO United Kingdom 9, 38 MobiTV, Inc. 9/27/2025 Registered UK00904654588 UK00904654588 MOBITV Brazil 42 MobiTV, Inc. 4/10/2015 8/7/2018 8/7/2028 Registered 909235520 909235520 MOBITV Brazil 9 MobiTV, Inc. 4/10/2015 11/21/2017 11/21/2027 Registered 909235457 909235457 MOBITV Canada 9, 38 MobiTV, Inc. 12/16/2004 3/15/2006 3/15/2031 Registered 1241030 TMA660807 MOBITV China 38 MobiTV, Inc. 9/17/2004 2/21/2008 2/20/2028 Registered 4274157 4274157 MOBITV China 42 MobiTV, Inc. 9/17/2004 2/21/2008 2/20/2028 Registered 4274158 4274158 MOBITV China 9 MobiTV, Inc. 9/17/2004 5/14/2007 5/13/2027 Registered 4274156 4274156 MOBITV China 9 MobiTV, Inc. 2/28/2006 5/21/2009 5/20/2029 Registered 5181447 5181447 MOBITV EUTM 9, 38, 42 MobiTV, Inc. 3/25/2013 8/22/2013 3/25/2023 Registered 011684552 011684552
DB2/ 40831758.3 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 148 of 153
MOBITV EUTM 9, 42 MobiTV, Inc. 4/7/2015 8/12/2015 4/7/2025 Registered 013914965 013914965 MOBITV Germany 38 MobiTV, Inc. 12/16/2004 10/21/2010 12/31/2024 Registered 30201027812 30201027812 MOBITV India 38 MobiTV, Inc. 3/20/2005 3/21/2005 3/21/2025 Registered 1345983 1345983 MOBITV India 9, 42 MobiTV, Inc. 4/9/2015 7/5/2019 4/9/2025 Registered 2938657 2938657 MOBITV Indonesia 42 MobiTV, Inc. 5/18/2015 8/25/2020 5/18/2025 Registered J002015015156 IDM000799426 MOBITV Indonesia 42 MobiTV, Inc. 4/14/2015 8/14/2017 4/14/2025 Registered J002015015676 IDM000594947 MOBITV Indonesia 9 MobiTV, Inc. 5/18/2015 3/30/2017 5/18/2025 Registered D002015015157 IDM000571659
MOBITV Indonesia 9 MobiTV, Inc. 4/14/2015 3/23/2017 4/14/2025 Registered D002015015675 IDM000571086 MOBITV Italy 38 MobiTV, Inc. 9/13/2010 2/25/2011 12/16/2024 Registered RM2010C005549 1618856 MOBITV Japan 9, 38 MobiTV, Inc. 12/27/2004 5/26/2006 5/26/2026 Registered 2004118303 4955478 MOBITV Japan 9, 42 MobiTV, Inc. 4/8/2015 10/9/2015 10/9/2025 Registered 2015032926 5799127 MOBITV Spain 38 MobiTV, Inc. 5/11/2010 11/12/2010 5/11/2030 Registered M2930251 M2930251 MOBITV United Kingdom 38 MobiTV, Inc. 12/16/2004 12/17/2010 12/16/2024 Registered 2547157 2547157 MOBITV United Kingdom 9, 38,42 MobiTV, Inc. 3/25/2013 8/22/2013 3/25/2023 Registered UK00911684552 UK00911684552 MOBITV United Kingdom 9, 42 MobiTV, Inc. 4/7/2015 8/12/2015 4/7/2025 Registered UK00913914965 UK00913914965 MOBITV United States 38 MobiTV, Inc. 9/8/2003 1/18/2005 1/18/2025 Registered 78297460 2920088 MOBITV United States 9 MobiTV, Inc. 9/8/2003 4/19/2005 4/19/2025 Registered 78297476 2941660 MOBITV United States 9, 42 MobiTV, Inc. 10/10/2014 12/26/2017 12/26/2027 Registered 86421112 5365295 MOBITV Venezuela 38 MobiTV, Inc. 9/29/2005 4/18/2012 4/18/2027 Registered 216872005 S050082 MOBITV Venezuela 9 MobiTV, Inc. 9/29/2005 4/18/2012 4/18/2027 Registered 216862005 P315311 MOBITV Brazil 38 MobiTV, Inc. 4/10/2015 8/8/2017 8/8/2027 Registered CONNECT 909235589 909235589 MOBITV Brazil 42 MobiTV, Inc. 4/10/2015 8/7/2018 8/7/2028 Registered CONNECT 909235686 909235686 MOBITV Brazil 9 MobiTV, Inc. 4/10/2015 8/22/2017 8/22/2027 Registered CONNECT 909235635 909235635 MOBITV EUTM 9, 38, 42 MobiTV, Inc. 4/7/2015 8/12/2015 4/7/2025 Registered CONNECT 013915384 013915384
DB2/ 40831758.3 15 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 149 of 153
MOBITV India 9, 38, 42 MobiTV, Inc. 4/9/2015 7/5/2019 4/9/2025 Registered CONNECT 2938655 2938655 MOBITV Indonesia 38 MobiTV, Inc. 5/18/2015 9/8/2020 5/18/2025 Registered CONNECT J002015015154 IDM000799939 MOBITV Indonesia 42 MobiTV, Inc. 5/18/2015 8/25/2020 5/18/2025 Registered CONNECT J002015015150 IDM000799424 MOBITV Indonesia 9 MobiTV, Inc. 5/18/2015 3/30/2017 5/18/2025 Registered CONNECT D002015015159 IDM000571660 MOBITV Japan 9, 38, 42 MobiTV, Inc. 4/8/2015 10/23/2015 10/23/2025 Registered CONNECT 2015032927 5801944 MOBITV United Kingdom 9, 38, 42 MobiTV, Inc. 4/7/2015 8/12/2015 4/7/2025 Registered CONNECT UK00913915384 UK00913915384 MOBITV United States 9, 38, 42 MobiTV, Inc. 10/10/2014 12/18/2018 12/18/2028 Registered CONNECT 86421114 5633119
DB2/ 40831758.3 16 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 150 of 153
SCHEDULE 2.7
UNRESOLVED LITIGATION
The following patent infringement claims were made against T-Mobile. T-Mobile in turn made claims against Sellers for indemnification related to these claims.
1. Cedar Lane Technologies Inc. v. T-Mobile USA, Inc., U.S. District Court, Western District of Texas, Case No. 6:20-cv-00988.
2. Kaifi LLC v. T-Mobile US, Inc. et al., U.S. District Court, Eastern District of Texas, Case No. 2:20-cv-00281.
DB2/ 40831758.3 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 151 of 153
SCHEDULE 2.8(b)
GRIEVANCES OR UNFAIR LABOR PRACTICE COMPLAINTS PENDING AGAINST SELLER BEFORE THE NATIONAL LABOR RELATIONS BOARD OR ANY OTHER GOVERNMENTAL ENTITY
1. Sellers’ failure to timely pay wages upon termination for California employees furloughed in March 2020.
2. Sellers’ failure to timely pay accrued but unused vacation balances to all separated employees in California.
3. Sellers’ failure to pay, or timely pay, bonus and/or commissions payments.
DB2/ 40831758.3 18 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 152 of 153
SCHEDULE 2.8(e)
MATERIAL EMPLOYMENT OR LABOR-RELATED CLAIM PENDING AGAINST SELLER BROUGHT BY OR ON BEHALF OF ANY EMPLOYEE OR ANY GOVERNMENTAL ENTITY
1. Settlement demand letter sent by counsel for Jordan Misiura on January 19, 2021.
2. Letter to the California Labor & Workforce Development Agency on March 2, 2021 sent by counsel for Jordan Misiura and Kemal Erden.
3. Sumrina Yousuf v. MOBITV, Inc., Equal Employment Opportunity Charge No. 555- 2020-01315C (Filed Nov. 13, 2020).
DB2/ 40831758.3 19 Case 21-10457-LSS Doc 237-1 Filed 05/13/21 Page 153 of 153
SCHEDULE 2.9(a)
MATERIAL BENEFIT PLAN
Core Benefit Plans Anthem Blue Cross Travel Assist - Generali Anthem Blue Cross PPO 250 Guardian WorkLifeMatters EAP Anthem Blue Cross HDHP 2800 Anthem Resource Advisor Anthem Blue Cross HMO 15 (California Anthem EAP Only) Kaiser Permanente HMO 20 (California Additional Benefits Only) Amino Guardian Dental PPO Premier Anthem LiveHealth Online Guardian Dental PPO Standard Anthem Programs Guardian Vision Premier 180 CommonBond Navia Benefit Solutions Health Care Flexible Spending Account Kasier HealthyLifestyles (CA Only) Navia Benefit Solutions Limited Purpose Kaiser Thrive Maternity (CA Only) Health Care Flexible Spending Account Kaiser Video Visits (CA Only) Navia Benefit Solutions Dependent Care Flexible Spending Account One Medical Navia Benefit Solutions Commuter & Perkspot Parking Personal Capital HSA Bank Health Savings Account Petplan Guardian Life / AD&D 2x Salary (to SoFi $500,000) Rocket Lawyer Anthem Blue Cross Life / AD&D Anthem Blue Cross Optional Employee Life Employee Paid Benefits Anthem Blue Cross Optional Spouse Life Aflac Hospital Indemnity Anthem Blue Cross Optional Child Life Aflac Critical Illness Guardian Short Term Disability Aflac Accident Guardian Long Term Disability Hyatt Legal Plans MetLaw Betterment 401(k) Retirement Plan
DB2/ 40831758.3 20