Case 21-10457-LSS Doc 88 Filed 03/15/21 Page 1 of 9

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11 In re: Case No. 21-10457 (LSS) MOBITV, INC., et al.,l Jointly Administered Debtors.

Hearing Date: April 7, 2021 at 2:00 p.m. (ET) Obj. Deadline: March 31, 2021 at 4:00 p.m. (ET)

DEBTORS' APPLICATION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE EMPLOYMENT AND RETENTION OF FENWICK &WEST LLP AS SPECIAL CORPORATE COUNSEL EFFECTIVE AS OF THE PETITION DATE AND (B) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (the "Debtors") hereby files this application (the "Application") for the entry of an order substantially in the form annexed hereto as Exhibit A (the "Proposed Order"), pursuant to section 327(e) of Title 11 of the United

States Code, as amended (the "Bankruptc~Code"), Rule 2014(a) of the Federal Rules of

Bankruptcy Procedure (the "Bankruptcy R~zles"), and Rule 2014-1 of the Local Rules of

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

Delaware (the "Local Rules"), authorizing the Debtors to retain and employ Fenwick &West LLP

("Fenwick" or the "Firm") as special corporate counsel to the Debtors effective as of the Petition

Date. In support of the Application, the Debtors rely upon and incorporate by reference the Rule

2016 statement attached hereto as Exhibit B and the declaration of Cynthia Clarfield Hess (the

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.

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"Hess Declaration") attached hereto as Exhibit C. In further support of the Application, the

Debtors respectfully state as follows:

Jurisdiction and Venue

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

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

Standing Order of RefeNence from the United States District Court for the District of Delaware, dated February 29, 2012. This matter is a care proceeding pursuant to 28 U.S.C. § 157(b)(2), and the Debtors confirm their consent pursuant to Local Rule 9013-1(~ to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The statutory bases for the relief sought herein are section 327(e) of the

Bankruptcy Code, Bankruptcy Rule 2014(a), and Local Rule 2014-1.

Beck ~round

3. On March 1, 2021 (the "Petition Date"), the Debtors each filed with this

Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are

operating their businesses and managing their properties as debtors and debtors in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been

appointed in the Debtors' chapter 11 cases, and no committees have been appointed or designated.

4. The factual background regarding the Debtors, including their current and

historical business operations and the events precipitating the chapter 11 filing, is set forth in detail

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in the Declaration of Terri Stevens in Support of First Day Motions [Docket No. 4] and fully incorporated herein by reference.

Relief Requested

S. By this Application the Debtors seek to employ and retain Fenwick as special corporate counsel to the Debtors. The Debtors request that Fenwick be retained to perform the services described in this Application.

Basis For Relief

6. Section 327(e) of the Bankruptcy Code authorizes a debtor, with court approval, to retain

for a specified special purpose, other than to represent the trustee in conducting the case, an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed.

11 U.S.C. § 327(e). Clarifying the statute, section 1107(b) of the Bankruptcy Code provides that

"a person is not disqualified for employment under section 327 of this title by a debtor in possession solely because of such person's employment by or representation of the debtor before the commencement of the case."

7. Section 327(e) of the Bankruptcy Code authorizes the retention of an attorney who represented a debtor prior to the bankruptcy petition date, provided: (a) such retention is for a special purpose; (b) the purpose of the retention is not to conduct the case;

3 DOGS DE:233445.2 57391/003 Case 21-10457-LSS Doc 88 Filed 03/15/21 Page 4 of 9

interest adverse to the debtor with respect to the subject of its retention. Fenwick's retention as the Debtor's corporate counsel falls within the scope of section 327(e) of the Bankruptcy Code,

When analyzing the retention of special counsel under section 327(e), "the court should consider all relevant facts surrounding the debtor's case, including but not limited to, the nature of the debtor's business, all foreseeable employment of special counsel, the history and relationship between the debtor and the proposed special counsel, the expense of replacement counsel, potential conflicts of interest, and the role of general counsel." Stcxl~lelon v.

Wooc~~~oi°keys YVcrr^ehoz~se, Inc. (Ire ~~e TWooc~workei°s 1%fWar~ehouse, Inc.), 323 B.R. 403, 406 (D.

Del.. 2005) (citing In the MatteN of First Am. Health Care of Georgia, Inc., 1996 WL 33404562, at *3 (Bankr. S.D. Ga. Apr. 18, 1996)). In general, however, subject to the requirements of sections 327 and 1107 of the Bankruptcy Code, a debtor in possession is entitled to the counsel of its choosing. See, e.g., Vouzianas v. Ready & Pontisakos (In re Vouzianas), 259 F. 3d 103,

108 (2d Cir. 2001) (observing that "[o]nly in the rarest cases should the trustee be deprived of the privilege of selecting his own counsel") (citation omitted).

9. Here, the Debtors' retention of Fenwick is in the best interest of their estates, and satisfies all other standards of retention under section 327(e) of the Bankruptcy

Code. Fenwick is a law firm with approximately 4401awyers headquartered in Mountain View,

California, with offices in Seattle, Washington, Santa Monica, California, New York, New York

and Shanghai, China. The firm concentrates on representing businesses involved in the

technology sector in areas including corporate formation and general corporate practice,

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including equity and debt financing, public securities transaction and compliance work, mergers and acquisitions, and on intellectual property matters, litigation and taxation.

10. As set forth in the Hess Declaration, Fenwick has represented the Debtors since September 2005 as their outside corporate counsel and assisted the Debtors with financing, general corporate work, and intellectual property related matters, including trademark matters.

Over the course of its representation of the Debtors, Fenwick has become uniquely familiar with the Debtors' business and affairs and legal matters described herein. Accordingly, the Debtors believe that it is in their best interests to employ and retain Fenwick as special corporate counsel.

,~alific~tions and Scope of Services

11. The Debtors have filed an application seeking to employ Pachulski Stang

Ziehl &Jones LLP ("PSZJ") as general bankruptcy counsel in connection with the

commencement and prosecution of these chapter 11 cases. It is the intention of the Debtors that

the services to be performed by Fenwick, and those services to be performed by PSZJ and any

other parties retained by the Debtors, will not be duplicative, but rather will ensure the most

economic and effective means for the Debtors to be represented in these cases while continuing

to operate their businesses. However, Fenwick may be required, from time to time, to consult

and/or advise PSZJ with regard to the matters on which Fenwick is representing the Debtors,

which may include without limitation, matters that impact the Debtors' efforts to consummate a

chapter 11 plan of reorganization.

12. In sum, the professional services that Fenwick has rendered to the Debtors

and may continue to render shall include, but shall not be limited to, advising the Board of

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Directors and management on corporate matters and representing the Debtors in connection with one or more sales of their business(es), including negotiating terms and documentation for the sales) (including if needed resolution of intellectual property arrangements if more than one buyer appears) and execution of corporate matters related to the completion of the sale(s).

1.3. Fenwick has stated its desire and willingness to continue to act as corporate counsel to the Debtors and to render the necessary professional services required in connection therewith. Moreover, the retention and employment of Fenwick as corporate counsel would prevent the Debtors' estates from incurring the unnecessary cost of having another firm like PSZJ essentially repeating work previously done by Fenwick. Accordingly, the employment and retention of Fenwick as special corporate counsel is in the best interest of the Debtors and their estates and therefore should be approved.

Compensation

1.4. The Debtors understand that Fenwick hereafter intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with the sections

330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, Local Rules, the U.S. TNustee

Guidelines for Reviewing Applications for Compensatzon and Reimbursement of Expenses Filed

under 11 U.S.C. ~ 330 by Attorneys in Lager ChapteN 11 Cases, effective November 1, 2013 (the

"Fee Guidelines") and any further orders of the Court for all services performed and expenses

incurred after the Petition Date. Fenwick will maintain detailed, contemporaneous records of time

and any necessary costs and expenses incurred in connection with rendering counsel to the

Debtors.

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15. Subject to Court approval in accordance with section 330(a) of the

Bankruptcy Code, compensation will be payable to Fenwick on an hourly basis. Fenwick's current range of standard hourly rates are reflected in the chart below, which are Fenwick's standard hourly rates for work of this nature:

Category Hourly Rate Partners $975 - $1,650 Counsel/Senior Counsel $660 - $1,045 Associates/Staff Attorneys $435 - $906 Paralegals $175 - $480 Practice Support Professionals $180 - $735

16. In addition to the foregoing, subject to the provisions of the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules, the Fee Guidelines and further orders of this Court, the Debtors propose to reimburse Fenwick for expenses incurred in connection with their representation of the Debtors, including, among other things, travel, word processing, telephone, photocopy charges, travel expenses, expenses for "working meals," research, as well as non- ordinary overhead expenses such as secretarial overtime. The Debtors understand that Fenwick will charge the Debtors for these expenses in a manner and at rates consistent with charges made prior to the Petition Date.

17. The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions.

1.8. The Debtors understand that Fenwick intends to apply to this Court for allowance of compensation and reimbursement of expenses in accordance with the applicable

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

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

19. The Debtors, subject to the provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, the Fee Guidelines and further orders of this Court, propose to pay Fenwick its customary hourly rates for services rendered that are in effect from time to time, as set forth above and in the Hess Declaration, and to reimburse Fenwick according to its customary reimbursement policies, and submits that such rates are reasonable.

Disinterestedness and Disclosure of Connections

20. To the best of the Debtors' knowledge, information, and belief, other than as set forth in the Hiss Declaration, Fenwick: (i) has no connection with the Debtors, their creditors, other parties in interest, or the attorneys or accountants of any of the foregoing, or the

United States Trustee or any person employed in the Office of the United States Trustee for the

District of Delaware; (ii) does not hold any interest adverse to the Debtors' estates; and

(iii) believes it is a "disinterested person" as defined by section 101(14) of the Bankruptcy Code.

Accordingly, the Debtors believe that Fenwick is "disinterested" as such term is defined in section

101(14) of the Bankruptcy Code.

21. Fenwick will review its files periodically during the pendency of this chapter 11 case to ensure that no conflicts or other disqualifying circumstances exist or arise. If

any new relevant facts or relationships are discovered or arise in such review, Fenwick will use

reasonable efforts to identify such further developments and will promptly file a supplemental

affidavit, as required by Bankruptcy Rule 2014(a).

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Notice

22. The Debtors will provide notice of this Application to the following parties, or their counsel, if known: (i) the Office of the United States Trustee for the District of

Delaware; (ii) the creditors listed on the Debtors' consolidated list of thirty creditors holding the largest unsecured claims; (iii) counsel to the DIP Lender; (iv) counsel to the Prepetition Lender;

(v) the Office of the United States Attorney for the District of Delaware and (vi) those persons who have requested notice pursuant to Bankruptcy Rule 2002. A copy of the Application is also available on the Debtors' case website at hops://cases.stretto.com/MobiTV. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given.

No Prior Request

23. No prior Application for the relief requested herein has been made to this or any other Court.

WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto, granting the relief requested herein and granting such other and further relief as is just and proper.

Dated: March 15, 2021 MOBITV, INC.

/s/ TerNi Stevens Name: Terri Stevens Title: Chief Financial Officer

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11 In re: Case No. 21-10457 (LSS) MOBITV, INC., et al.,i Jointly Administered Debtors.

Objection Deadline: March 31, 2021 at 4:00 p.m. (ET) Hearing Date: April 7, 2021 at 2:OQ p.m. (ET)

NOTICE OF DEBTORS' APPLICATION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE EMPLOYMENT AND RETENTION OF FENWICK & WEST LLP AS SPECIAL CORPORATE COUNSEL EFFECTIVE AS OF THE PETITION DATE AND (B) GRANTING RELATED RELIEF

TO: (i) the Office of the United States Trustee for the District of Delaware; (ii) the creditors listed on the Debtors' consolidated list of thirty creditors holding the largest unsecured claims; (iii) counsel to the DIP Lender; (iv) counsel to the Prepetition Lender; (v) the Office of the United States Attorney for the District of Delaware and (vi) those persons who have requested notice pursuant to Bankruptcy Rule 2002.

PLEASE TAKE NOTICE that on March 15, 2021, the above-captioned debtors

and debtors in possession (the "Debtors"), filed the Debtors' Application fog Entry of an Order

(A) Authorizing the Employment and Retention of Fenwick &West LLP as Special Corporate

Counsel Effective as of the Petition Date and (B) Granting Related Relief (the "Application")

with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd

Floor, Wilmington, Delaware 19801 (the "Bankruptcy Court"). A copy of the Application is

attached hereto.

PLEASE TAKE FURTHER NOTICE that any response or objection to the

entry of the order with respect to the relief sought in the Application must be filed with the

Bankruptcy Court on or before March 31, 2021 at 4:00 p.m. Eastern Tame.

' 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.

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PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) proposed counsel to the Debtor, Pachulski

Stang Ziehl &Jones, LLP, Attn: Mary F. Caloway, Esq. ([email protected]), Debra I.

Grassgreen, Esq. ([email protected]) and Jason H. Rosen, Esq. ([email protected]).

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

THE RELIEF SOUGHT 1N THE APPLICATION WILL BE HELD ON APRIL 7, 2021 AT

2:Q0 P.M. EASTERN TIME BEFORE THE HONORABLE LAURIE SELBER

SILVERSTEIN, UNITED STATES BANKRUPTCY COURT JUDGE, AT THE UNITED

STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET

STREET, 6TH FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE 19801.

Dated: March 15, 2021 PACHULSKI STANG ZIEHL &JONES LLP Wilmington, Delaware /s/Mary F. Caloway Debra I. Grassgreen (admitted pro hac vice) Jason H. Rosen (admitted pro hac vice) Mary F. Caloway (DE Bar No. 3059) 919 North Market Street, 17th Floor Wilmington, DE 19899-8705 Telephone: 3 02-65 2-4100 Facsimile: 3 02-6 S 2-4400 Email: [email protected] [email protected] mcaloway@pszj law. com

[Proposed] Counsel to the Debtors and Debtors in Possession

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

MOBITV, INC., et al.,l Case No. 21-10457 (LSS)

Jointly Administered Debtors.

STATEMENT UNDER RULE 2016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND SECTION 329 OF THE BANKRUPTCY CODE

Fenwick &West LLP ("Fenwick"), pursuant to Rule 2016 of the Federal Rules of

Bankruptcy Procedure (the "Bankruptcy Rules") and section 329(a) of chapter 11 of title 11 of the

United States Code (the "Bankruptc~Code"), hereby makes this statement support of the Debtors'

Application For EntNy of an Order Authorizing the Employment and Retention of Fenwick &West

LLP as Special Corporate Counsel Effective as of the Petition Date to the Debtor and Debtor in

Possession Effective as of the Petition Date and (B) Granting Related Relief (the "Application").2

1. Compensation agreed to be paid by the Debtors to Fenwick is for legal services to be rendered in connection with these chapter 11 cases. The Debtors have agreed to pay

Fenwick for the legal services rendered or to be rendered by its various attorneys, paralegals, and case management assistants in connection with these cases on the Debtors' behalf. The Debtors have agreed to reimburse Fenwick for its actual and necessary expenses incurred in connection with these chapter 11 cases.

The Debtors in these chapter I 1 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 9460&. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Application.

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2. During the one-year period prior to the commencement of this chapter 11 case, Fenwick has received $404,829.31from the Debtors for professional fees and expenses incurred prior to the Petition Date, $190,867.05 of which was received in the 90 days immediately preceding the Petition Date. Other than as set forth in the Hess Declaration,

Fenwick did not receive any payments from the Debtors during the 90 days immediately, preceding the Petition Date. As of the Petition Date, the Debtors owed Fenwick the amount of

$50,370 for services provided. Fenwick also holds apre-petition retainer as of the Petition Date, of $61,950.95.

3. Fenwick will seek approval of payment of compensation upon the filing of appropriate applications for allowance of interim ar final compensation pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the Fee

Guidelines and Orders of this Court.

4. Any retainer held by Fenwick may first be applied to pay prepetition fees and expenses.

5. The services to be rendered include all those services set forth in the

Debtors' Application foN Entry of an Order (A) Authorizing the Employment and Retention of

Fenwick &West LLP as Special CorpoNate Counsel Effective as of the Petztion Date, and (B)

Granting Related Relief.

6. Fenwick further states that it has neither shared nor agreed to share (a) any compensation it has received or may receive with another party. or person, other than with the

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partners, counsel, and associates of Fenwick or (b) any compensation another person or party has received or may receive.

Dated: March 15, 2021 FENWICK &WEST LLP

/s/ Cynthia Clarfield Hess Cynthia Clarfield Hess (CA Bar No. 214783) Silicon Valley Center 801 California Street Mountain View, CA 94041 Telephone: (650) 988-8500 Email: [email protected]

Proposed Special Corporate Counsel to the Debtors and Debtors in Possession

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Exhibit A

Hess Declaration

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

MOBITV, INC., et al.,' Case No. 21-10457 (LSS)

Jointly Administered Debtors.

DECLARATION OF CYNTHIA CLARFIELD HESS IN SUPPORT OF THE DEBTORS' APPLICATION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE EMPLOYMENT AND RETENTION OF FENWICK &WEST LLP AS SPECIAL CORPORATE COUNSEL EFFECTIVE AS OF THE PETITION DATE AND (B) GRANTING RELATED RELIEF

Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure

(the "Bankruptcy Rules"), Cynthia Clarfield Hess declares as follows:

1. I am a partner of the firm Fenwick &West LLP ("Fenwick" or the "Firm"), with offices, among other places, at 801 California Avenue, Mountain View, CA 94041. This

Declaration is submitted in support of the DebtoNs' Application foN Entry of an Order (A)

Authorizing the Employment and Retention of Fenwick & West LLP as Special Corporate Counsel

Effective as of the Petition Date, and (B) Granting Related Relief (the "Application")

2. Fenwick is a law firm with approximately 440 lawyers headquartered in

Mountain View, California, with offices in Seattle, Washington, Santa Monica, California, New

York, New York and Shanghai, China. The firm concentrates on representing businesses involved

in the technology sector in areas including corporate formation and general corporate practice,

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including equity and debt financing, public securities transaction and compliance work, mergers and acquisitions, and on intellectual property matters, litigation and taxation.

3. Fenwick has represented the Debtors since September 2005 as their outside corporate counsel and assisted the Debtors with financing, general corporate work, and intellectual property related matters, including trademark matters. Over the course of its representation of the

Debtors, Fenwick has become uniquely familiar with the Debtors' business and affairs and legal

matters described in the Application.

4. To my knowledge, neither I, the Firm, nor any members of the Firm, insofar

as I have been able to ascertain, has any connection with the above-captioned debtors and debtors

in possession (the "Debtors"), their creditors, or any other parties in interest herein, or their

respective attorneys except as set forth herein and as described in the Application.

5. To my knowledge, Fenwick does not represent or hold any interest adverse

to the Debtors or their estates with respect to the matters on which it is to be engaged.

6. During the one-year period prior to the commencement of this chapter 11

case, Fenwick has received $404,829.31 from the Debtors for professional fees and expenses

incurred prior to the Petition Date, $190,867.05 of which was received in the 90 days immediately

preceding the Petition Date. Other than as set forth herein, Fenwick did not receive any payments

from the Debtors during the 90 days immediately preceding the Petition Date. As of the Petition

Date, the Debtors owed Fenwick the amount of $50,370 for services provided. Fenwick also holds

apre-petition retainer as of the Petition Date, of $61,950.95. Attached as Exhibit 1 annexed hereto

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are two spreadsheets detailing the history of payments Fenwick received from the Debtors and the retainer balance held by Fenwick during the 90 days prior to the Petition Date.

7. In connection with its proposed retention by the Debtors in these chapter 1 l cases, Fenwick undertook to determine whether it had any conflicts or other relationships that might cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.

Specifically, Fenwick obtained from the Debtors and/or its representatives the names of individuals and entities that may be parties in interest in this chapter 11 case ("Potential Parties in

Interest"), with such parties being listed on Exhibit 2 annexed hereto.

8. To the best of my knowledge and belief, Fenwick has not represented any

Potential Parties in Interest in connection with matters relating to the Debtors, their estates, assets, or business and will not represent other entities which are creditors of, or have other relationships to the Debtors in matters relating to these chapter 11 cases except as set forth herein.

9. In our investigation of our potential connections to the Potential Parties in

Interest, we searched the list of Potentially Parties in Interest provided by the Debtors against our client representation records in the Firm's risk management databases. As a result, the Firm found

no connection to the Debtors, members of the board of directors, or any personnel of the

Bankruptcy Court or the United States Trustee. In addition, we determined that the Firm does

currently represents, or has represented within the last five years but no longer represents, each of

the other Potential Parties in Interest set forth on Exhibit 3 annexed hereto, in each case in various

matters which were not related to the Firm's representation of Debtors.

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10. I am not related or connected to and, to the best of my knowledge, no other professional of Fenwick who will work on this engagement is related or connected to, any United

States Bankruptcy Judge for the District of Delaware or any employee in the Office of the United

States Trustee for the District of Delaware.

11. From time to time, Fenwick may work with Pachulski Stang Ziehl &Jones

LLP ("PSZJ"), the Debtors' general bankruptcy counsel, through other entities that are clients of both Fenwick and PSZJ.

12. Fenwick and certain of its members, of counsel, and associates may have in the past represented, may currently represent, and likely in the future will represent stockholders and creditors of the Debtors and other parties of interest in connection with matters unrelated to the Debtors and these cases. At this time, Fenwick is not aware of such representations except as noted above. If the Firm identifies any further such representations, the Firm shall make further disclosures as may be appropriate at that time.

13. The Firm intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the guidelines promulgated by the United States

Trustee, and pursuant to any additional procedures that may be established by the Court in this case. Fenwick's fees for professional services are based upon its hourly rates. The Firm's current range of standard hourly rates are reflected in the chart below:

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Category Hourly Rate

Partners $975 - $1,650 Counsel/Senior Counsel $660 - $1,045 Associates/Staff Attorneys $435 - $906

Paralegals $175 - $480

14. The hourly rates set forth above are subject to periodic adjustments to reflect market conditions. Other attorneys and paralegals may from time to time serve the Debtors in connection with the matters herein described and other matters as they arise. These rates are the

Firm's standard hourly rates for work of this nature.

15. In addition to the foregoing, it is Fenwick's policy to charge its clients in all areas of practice for all other expenses incurred in a client's case, including, among other things, travel, word processing, telephone, photocopy charges, travel expenses, expenses for "working meals," research, as well as non-ordinary overhead expenses such as secretarial overtime. Fenwick will charge the Debtors for these expenses in a manner and at rates consistent with charges made prior to the Petition Date.

16. No promises have been received by the Firm or by any member, of counsel, or associate thereof as to compensation in connection with this case other than in accordance with the provisions of the Bankruptcy Code. The Firm has no agreement with any other entity to share with such entity any compensation received by the Firm. in connection with this chapter 11 case, except among the members, of counsel, and associates of the Firm.

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Pursuant to 2$ U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

Dated: March 15, 2021 FENWICK &WEST LLP

/s/ Cynthia Clarfield Hess Cynthia Clarfield Hess

[Proposed] Special Corporate Counsel to the Debtors and Debtors in Possession

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EXHIBIT 1

Retainer and Payment Matters

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Debtors MobiTV Inc. MobitTV Service Corporation

Non-Debtor Affiliate MobiTV India Services Private Limited

...... __ ...... Admiral Bobby R: Inman _. ..__ ...... _. _._.. ._ _ _.. ._ __._. _ _._ ..._ _ __ _ . ___. . . Ankur Sharma Bandel Carano Bili Rautt Casey Fann Charlie Mooney David Brubeck John Jarve Lauren Johnson Paul Scanlan Rob Porell Scot Jarvis Scott Raney Terri Stevens Vern Stevenson

Ally Commercial Finance LLC Gefinor Private Equity Limited Hearst Communications, Inc, Homathko River Partners, LLC Jarl Mohn Limestone Ventures Holdings, LLC Oak Investment Partners XII, Limited Partnership Phillip Alvelda U.S. Small Business Administration Winnie So

249! I/00604/FW/ 11 &70639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 10 of 28

Chief Judge Christopher S. Sontchi Judge Ashley M. Chan Judge Brendan L. Shannon Judge John T. Dorsey Judge Karen B. Owens Judge Kevin Gross Judge Laurie Selber Silverstein Judge Mary F. Walrath Stacey Drechsler, Chief Deputy Clerk . ..._ . ___ __Una 0'Boyle; clerk-of-court _ __ ...... _. ______. ._._ _ _ ...... _... . __ .

Ally Bank Oak Investment Partners XII, Limited Partnership Rackspace Silicon Valley Bank US Small Business Administration

2 24941/00G04/F W/ I. l 870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 11 of 28

120 Sports L.I~C EI Rey Network PLC A&E Television Networks, L.L.0 Electric Power Board of Chattanooga ABC , Inc. Entertainment Studios Networks, Inc ABC Cable Networks Group ~SPN Glassic, Inc. Affiliate Distribution &Mktg, Inc. ~SPN Enterprises, Inc. Akamai Technologies, Inc. ESPN, Inc. Aleph Group PTE Limited Eternal World Television Network, Inc. Alterna'N International Corporation F.'N BVI, LTQ Altitude Aport &Entertainment, LLC FLM Productions, Inc. AMC Network Entertainment LLC Fox Cable America's Collectibles Network, Inc dba JN Fox Cable Network Services LLC Animal Planet, L.L.C. Fox News Network, LLC Aspire Ghannel, LAC Fun Roads Media Inc. Associated Press Fuse Media LLC _. _.._ AT&T... . .__... _.... ._ ...... _ _ ~C:G...... __ . _ _ Fusion Media Networks _.______._.. . Atresmedia Corporacion de Medios de Comunicaion S.A. Game Show Network, LLG AXS TC LLG Gracenote Media Services, LLC Azteca International Corporation HDNet Movies l.~C Barrio 305 I.LC Herring Networks, Inc. Big Idea Entertainment, L.LC Home Box Office, Inc. Broadcast Music, Inc. MSNI, LLC Broadway Multimedia Inc Hub Television Networks, LLC Buckeye Cablevision, Inc Hubbard Broadcasting, Inc. Cable One, Inc Huffman Technologies (QPC) Private Limited Centerpost Networks LLC DBA Youtoo America IFC N LLC Cidedigm Entertainment Corp IMl Mobile VAS Ltd FZE Cinedigm Entertainment Corp Inivision Local Media Inc Cinelan LLC Inivision Networks &Studios, Inc, Classic Media, Inc. Inpersport, Inc d/b/a CeIbN ComedyTime, Inc. International Family Entertainment, Inc. Condista Networks, LLC Invincible Entertainment Partners, L.I.0 Cooking Channel, L.LC ION Media Networks Ina Crackle, Inc. Justice Central Networks, Inc Crown Media Katz Broadcasting, LLC Crown Media United States, LLC KSE Media Ventures, LLC CSTV d/b/a CBS Sports Network KSE Outdoor Sportsman Group, LlC DailyMotion Live Angle Pty Limited A.B.N 69 124 811 776 d/b/a Moshe DataBank Holdings Ltd Machinima, Inc. Deziak entertainment Mav'rick Entertainment Network, Inc. Discovery Communications, ~.L,C Ma>oc Wireless, Inc. Discovery Health Ventures, LLC MHz Networks Discovery Hub Ventures, L.LC MVS Multivision Digital, S, de R.L. de C.V. DMX, Inc. MyKaZoo N LLC Dynatrace LLC National Cable Satellite Corporation dba C-SPAN

3 24941/00604/P W (11870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 12 of 28

Netrality Property Sub Trust dba KC Telco, LLG T-Mobile USA, Inc New England Sports Network Touchstrom, LLC New Video Channel America, L,I..C. Tower Distribution Gompany, LLC Newsmax Media, Inc Trinity Broadcasting Network NFL Enterprises LLC Turner Network Sales, Ino. NFL Providers LLC TV One LLC NGMT, LLC Univision Interactive Media, Inc. Ovation LLC Univision Local Media Inc. Own, LLC Univision Networks and Studios, Inc. Pac-12 Network, L.LC UP Entertainment LAC Plato Media ValueLabs, Inc. Pop Media Networks, LLC Viacom Media Networks, a division of Viacom Internationa PX Sport Network ViacomCBS Rackspace US, Inc. Warner Music Inc Red Elepharrt Solutions LLP WE tv LLC Reelz Channel LLC Windstream Services, LLC Reliance Majestic Holdings, LLC World Wide Distribution INSP, LLC __.. _.__. __...... _. _. .Turks,. .. __ . _. ______..__ ._ ._._ _. .. . _.... . Revolt Media and TV LCC Young I:L:C RFD-N, LLC Zayo Group LLC Ride Television Network, Inc. ZooVision entertainment, PLC Rovi Corporation Scripps Networks, LLC Shobit Sharma Showtime Networks Inc. Silver Chalice Ventures, L.L.C. SNI/SI Networks L.,L.,C, SOAPnet, L.L.C. SPI International, Inc, Splash News &Picture Agency, Inc. Sprint/United Management Company Stingray Music USA Inc. Stroz Friedberg, LLC SundanceN LLC Tekstar Communications, Inc TeleFormula S.A, de C.V. Television Food Network, G.P. Telx Atlanta 2, LLC Tennis Channel Inc. The Aleph Group PTE Limited The Tennis Channel, Inc. The Travel Channel, LLC The Walt Disney Company TheBlaze Inc TiVo Solutions, Inc

4 2494 1 /0 06 04/PW / 11870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 13 of 28

ACS Services, Inc. City of Loveland Advanced Satellite Systems, inc. City Of Wilson Dba Greenlight Advanced Satellite Systems, Inc. (Amgentech) Clarity Telecom, L.LC dba VAST Broadband Advanced Telephone Systems Inc. dba HTC Communications CMG Media Ventures Alaska Communications CMN-RUS All West/ Utah Inc Consolidated Communications, Inc. AIIWest Cumberland Connect Membership Corporation Americable International, Inc. Cumberland Connect, I.LC Apple Cunningham Communications, inc. Arkwest Communications Inc Dakota Carrier Network Arvig Dakota Central Telecommunications AT&T Mobility LLC Daktel Communications Atlantic Telephone Membership Corp ~a{ton Atlas Networks'Corporation.. Dalton Utilities-Aka The Board Of-Water-- A7MC Delcom Telecommunications Auburn Essential Services Deutsche Telekom AG, PG 1026 Beehive Telephone Co. Inc, Beehive Telephone Co., Inc, Nevada, ~relessbeehive.com, LLC and Wieretessbeehive.com LI.0 -Nevada dba Beehive Broadband Digital Broadcasting Group Beehive Telephone Co. Inc. Digital River globalDirect, Inc. 8EK Communications Dmea Utilities Services LLC Dba Elevate Fiber Bel Air Internet, LLC Docomo Pacific, Inc. Berkeley Cable Television (dba Flome Telecom) Eatel Video LLC Berkeley Cable Television Inc. eBOX, Inc. Blue Stream Communications Electric Power Board Of Chattanooga Boost Mobile Elevate Fiber Bresco Broadband EPB Bresco Solutigns, LI..0 Fastlite Entertainment, LLC Brew - Qualcomm (Univoiced) Fidelity Brightridge Fidelity Cabievision Buckeye Cablevision, Inc, Fidelity Communciations Co. Cable One, Inc. Flint Cable Television, Inc. Canby Telephone Association, DBA DirectLink Forsyth Cablenet, LLC Cap Cable, I.LC (Dba USA Communications) Frankfort Electric &Water Plant Board Carnegie Cable Futurum Communications Corp Dba Forethought.Net Carnegie Telephone Company Futurum Communications Corporation Telephone, In) Catawba Services Inc (Comporium) GBTCommunications (Aka Golden Belt Catawba Services, LLC Gearheart -Inter Mountain Cable Cellular South, Inc. dba C Spire Glenwood Telecommunications, Inc. Central Telcom Services, LLC dba CU1V Golden Belt Telephone Citizens Cable Communications Google Inc. Citizens Telephone Company Gorham Communications, Inc. City Of Auburn Electric Dept Essential Servicesdiv Gorham Telephone Company City of Dalton Great Plains City of Fort Collins Great Plains Communications (New) City of Highland H&B Cable Service, Inc.

S 24941/00604/FW/l 1$70639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 14 of 28

H&B Communications Inc. Nortex Gommunications Hamilton County Communications, Inc North Dakota Telephone Company Hamilton County Telephone Co-Op North State Communications, LLC Harrisonville Telephone Co / HTC Communications Northwest Communications Cooperative Highland Communication Services Oklahoma Electric Cooperative Hilliary Gommunications Oklahoma Fiber, LLC Hinton Catv Co Inc PGI Broadband Hinton Telephone Company Peoples Services, LLC Holston Electric Cooperative Pine Beit Broadcasting, LLC Hood Canal Cablevision Pine Belt Communications, Inc. Hood Canal Communications Pioneer KS Horry Telephone Cooperative, Inc. Pioneer OK Fitc Communications Co (Harrisonville Telephone Company) Pioneer Telephone Cooperative, inc. independent Cable Systems Of Idaho (Silver Star} Plant Tiftnet, Inc Infostructure, Inc. (Click1.Net/1Tennessee) Plant TiftNet, Inc. Initiative, Inc. Plateau Innovative-Financial Technologies ------Polar-Gablevision ------Inter Mountain Cable Inc (Gearheart Communications) Pompa Tech Service IPV Connect LLC Prometheus Johnson City Energy Authority dba BrightRidge Rainier Connect Jumptap, Inc. Reliance India (Infotel) Lafayette Cityparish Consolidate Gov Dba Lus Fiber Research in Motion Corporation Lincolnville Communications, lnc Reservation Telephone Cooperative Lookhu, Inc. Rogers Wireless Partnership Lumos Media Inc. Sensis Agency LUS Fiber Shenandoah Cable Television LLC Madison Telephone, LLC Sound Internet Services dba Pogozone Mashell Telecom, Inc Dba Rainier Connect South Georgia Governmental Services Authority Massillon Cable Tv Inc (Mcty) Southern Kansas Telephone Company, Inc. McDonough Telephone Cooperative Southern Plains Cable Tv (Hiiliary Communications) Metro Fibernet LLC Sprint Mi Connection Communications System Dba Continuum Sprint Spectrum L.P. MI-Connection DBA Continuum Sprint/Nextel Systems Corp (SPOT) Mitchell Seaforth Cable TV Ltd. SRT Communications Migc, LLC Starcom Media Vest Group MLGC, LLC Stowe Cable Holdings, LLC Mountain Telephone Stowe Cable Systems MSEC Communications, LLC DBA Midsouth Fiber Internet T.V. Service Inc. Mtc Communications Tekstar Communications, Inc. NCTC Telepak Networks, Inc.dba C Spire Fiber New Visions Communications, Inc. Telus Communications Company Newport Utilities The Pioneer Telephone Association, Inc. Nex-Tech, LLC The Southern Kansas Telephone NFL Enterprises LLC T-Mobile USA

6 24941/00604/FW/ 11870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 15 of 28

Tpc Broadband Holdings, LLC Dba Advanced Communications (Blue Stream) Trailwave Fiber Inc. N Bank Corporation Uintah Basin Electronic Telecom dba Strata Network United Communications Assoc, Inc. United Services, Inc. US Cellular USA Communications Velocity. Net Video, Inc. Verizon Corporate Services Group, Inc VNET Fiber Wabash Independent Networks, Inc. Waitsfield Cable _. Wes7.ex Telco LL.0 .__ _._.... _..______. Wheat State Telephone Inc Wilkes Communications, Inc. Windstream Communications Windstream Services, LLC WireStar, Inc. DBA WireStar Networks Wyandotfie Cable Wyandotte Municipal Service Zazeen Inc. Wirelessbeehive.com, LLC

7 24941/00604/FW/11870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 16 of 28

Arizona Corporation Commission California - Qepartment of Consumer Affairs City of Emeryville . Delaware Secretary of State Delaware State Treasury Department of the Treasury, Internal Revenue Service Kansas Secretary of State NYS Workers Compensation Board Sacramento County State of Arizona, Department of Revenue State of California, Franchise Tax Board State of California, State Board of Equalization State of _Colorado,.Colorado.Department of.Revenue ______. _._ __ __ .. State of Connecticut, Departmnet of Revenue Services State of Georgia, Georgia Department of Revenue State of Kansas, Kansas Department of Revenue State of Louisiana, Dept of Revenue State of Massachusetts, Massachusetts Qepartment of F2evenue State of New Hampshire, Department of Revenue Admin. State of New Jersey, New Jersey Qivision of Taxation State of New York, Dept. of Taxation And Finance State of Oregon, Qregon Qept of Revenue State of Texas, Texas Comptroller of Pub. Accounts State of Utah, Utah State Tax Commission Washington -Department of Labor &Industries

AFCO AFCO Credit Corp. AIG Specialty Insurance Company Aon Risk Insurance Services West Aon Risk Services Central Inc AXA XL CHUBS Chubb Group of Insurance Companies Federal insurance Company Tokio Marine HCC U.S. Specialty Insurance Company

8 249/+1/00604/PW/ 11870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 17 of 28

_ . . . Prime US-Towers at Emeryville, LLC KBSIiI Towers at Emeryville, PLC

Jordan Misiura Sumrina Yousuf

Alston &Bird Andersen Tax LLC AON Consulting BDO USA Carl Marks Advisors Fenwick &West LLP F71 Consulting Hopkins & Carley, A Law Corporation Lindquist LLP McGuire Woods MERU Pachilski Stang Ziehl &Jones L.LP PricewaterhouseCoopers, LLP UK QueBIT Consulting LLC Richards, Layton &Finger, PA. Ropes &Gray LLP Stretto Stroz Friedberg, LLC TAP Advisors LLC

9 24941/00604/F W/ 11870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 18 of 28

A&E Television Networks, PLC ABC Cabie Networks Group Amino Technologies (US} LLC ATEME, INC. BEAR Cloud Technologies, Inc. Comcast Cable Communications, LLC Cybage Software Private Limited Discovery Communications, Inc. elemental Technologies LI~C EPB Fiber Optics Fox News Network, LI~G .GlobeCast America;_Inc _ ___ GuidePoint Security LLC Kovarus, Inc. KPMG, LLP Kwan Intellectual Property Law Level 3 Communications, LLC MPEGLA MTV Networks NTT Global Data Centers Americas dba RagingWire Oracle America, Inc. Persistent Systems, Inc. Rackspace Rovi Guides, Inc. RPX Corporation Silicon Valley Bank Telia Carrier U.S. Inc. Digital Realty Trust, LP dba 'Telx Atlanta 2, LLC Tringapps Inc ValueLabs, Inc.

10 24941/00604/~'W/11$70639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 19 of 28

Benjamin Hackman, Trial Attorney Christine Green, Paralega{ Specialist David Buchbinder, Trial Attorney David Villagrana, Trial Attorney Denis Cooke, Auditor (Bankruptcy) Diane Giordano, Bankruptcy Analyst Dion Wynn, Paralegal Specialist Edith A. Serrano, Paralegal Specialist Hannah M. McCollum, Trial Attorney Holly Dice, Auditor (Bankruptcy) James R. O'Malley, Bankruptcy Analyst _ _._ Jane Leamy, Trial Attorney __ Joseph McMahon, Trial Attorney Juliet Sarkessian, Trial Attorney Karen Starr, Bankruptcy Analyst Lauren Attix, OA Assistant Linda Casey, Trial Attorney Linda Richenderfer, Trial Attorney Michael Panacio, Bankruptcy Analyst Nyanquoi Jones, Auditor (Bankruptcy) Ramona Vinson, Paralegal Specialist Richard Schepacarter, Trial Attorney Rosa Sierra, Trial Attorney Shakima L. Dortch, Paralegal Specialist T. Patrick Tinker, Assistant U.S. Trustee Timothy J. Fox, Jr., Trial Attorney

Ring Central, Inc Comcast Business

11 24941/00604/I~ WJ11870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 20 of 28

1099Express.com, Inc. Bigdigit, Inc. 3Tel Network Services Pvt Ltd Bilzin Sumberg Baena Price &Axelrod, LLP AccuWeather, Inc. Blaisdeli'~ ACT Teleconferencing, Inc. Bloomberg LP Adobe Systems Incorporated Bob R. Inman ADP -Payroll Funding Braindriven Consulting LLP ADP Screening and Selection Services, inc. Brian Buehler Painting Aetna International Broadband MultiMedia Marketing Association (BMMA) Aetna Life Insurance Company Broadcast Music, Inc. Aetna Medical BSR & Co. I.LP Aflac Group BuiIdRX LL.0 Agile Learning Labs Business Wire, Inc. Aha! Labs, Inc. California Beverage Systems, Inc. AirPR, Inc California Ghamber of Commerce ...... Akamai Technologies, ina _ _ - _ __ Canteen Refreshment Services _,_ Alameda County Catapult Advisors LLC Amanda Phelps CCI Systems, Inc. Amazon Web Services, Inc. CDW Direct, LLC American Cable Association, Inc. Gentrified Security solutions American Society of Composers, Authors &Publishers Chubb &Son Amo! Brahmankar -Red Elephant Solutions LLP Cintas First Aid &Safety Antham Bius Cross CIT Bank, N.A. Anthony Gallo City Year, Inc. Aon/Albert G. Ruben Insurance Services, Inc. Classic Media, Inc. Aquiline Holdings LLC Cogent Communications, Inc. Arrow Sign Company Comedy Time/GLWG AT&T Concur Technologies, Inc, AT&T Long Distance CoreCodec, Inc. AT&T Mobiliiy Corovan Athena Fleming Costantini Media Advisors LLC Atlassian Pty Ltd Countly LTD Audio Visual Services Group, L.LC Coveware, Inc. Avangate BV dba 2Checkout Crackle, Inc. Avidia Bank - HSA funding Credit Systems Inc Axiom Global, Inc. CSi Digital B&H Foto & Electronics Corp. CT Corporation System Banc of America Leasing &Capital, LLC CuriosityStream Inc Bay Area Ergonomics Datastax, Inc. Bay Center Investor, ~.LC Qavid F Crutaher .Bay Center Office, LLC Default Tax Agency IN BEI Construction, Inc Deluxe Business Checks and Solutions beiN Sports, LLC Demo Duck, Inc. Benefit-Marketing, L.LC DeSpain and Associates Inc, dba DAI Source LAP Big Idea Entertainment, LLC _. . . Devangshi IT Technologies

12 24941/00604/P W/1 1870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 21 of 28

DeWinter Group LLC HC2 Network, Inc. Deziak Entertainment Meave-Ho Productions LLC OGT Labs, LLC Hewlett Packard Enterprise Company DHX Worldwide Limited HireVantage Diana Rothery Photography HMRC Cumbarnauid Dice Inc. HSA Bank DigiCert, Inc IBM Corporation Direct Line Communications Illinois Telecommunications Assoc., Inc Direct T1/ IneoQuest Technologies, Inc Distributes Communications Limited InfoArmor, Inc. DocuSign Inc Insight pirect USA, Inc. Dow Jones, Inc. Intelligent Technologies and Services, Inc Dropbpx Inc Interviewstreet Inc. dba NackerRank Dubois Consulting Services, Inc. Iron Mountain Information Management, Inc. Dynatrace LLC JBFFF Legal Services Einstein Noah Restaurant Group, Inc. Jim Clark ENT SOLUTIONS, INC JW Player, Inc, _. E-Nor,.inG,...... __ _ . __. .. Kai&er Foundation Heait.b Plan, inc. Entretenimiento Stalita SA de CV Kalio, Inc. ESPN Enterprises, Inc. KaMasaJei Biodynamics &Massage Etrade Financial Corporate Services Kastle Systems of Los Angeles PSP Euronews S.A. Kimball Firestone Excel Building Services, LLC Latin American Television - LATV LLC Excelerate Systems LLC Law Offices of Sejal Mistry FedEx L.AZ Parking California, LLC FiieMaker, Inc. Leunig Law Group FinancialForce.com, Inc Liberty Life Assurance Co. Florence Richard-Van Doren Light Reading LI.0 FORGE Architecture Link Level Consulting LLC Forthrite Printing ~inkedin Corporation Fox Digital Entertainment, Inc. Liquid Mobile, LLC Fragomen, Del Rey, Bernsen &Loewy, LLP Localytics Franchise Tax Board Machinima Inc. FN Media GmbH Machintec Fun Little Media, LAC Magellan Behavioral Health Glassdoor, Inc Matrix HG, Inc. Global Experience Specialists, Inc. Madrick entertainment Network, Inc. Googie LI~C Maroc Wireless Gracenote Media Services, LLC Megaport (USA), Inc. Great Lakes Data Systems, Inc. Melody Greer Greensmith Energy Mercer Health &Benefits LLC GT Securities, Inc. MetLife Legal Flans, Inc. H3Systems MHz Networks LLC Harmonic, Inc., Microsoft Corporation

13 24941 /00604/F W/ 11870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 22 of 28

MidniteMonkey.com, LLC Rocket Lawyer Incorporated mindSMIFT Technologies, Inc. F2omads Miraglia Catering Salesforce. com Moduslink Corporation San Francisco Giants Baseball Ciub PLC Mroads, LLC ScholasticEntertainment, Inc. MSG Systems, AG Scot Jarvis Mullen Coughlin LLC Scripps Networks, LLC MVS Multivision Digital, S. de R.L. de C.V. Secure Talent, Inc. dba Eastridge Workforce Managemer National Cable Television Cooperative, Inc. Security Services, LLC NAVEX Global, Inc. Sematext Group, Inc. Neptune Water Solutions SER-MAR General Contracting, Inc. Netrality Property Sub Trust dba KC Telco, LLC Shobhit Sharma Neustar, Inc. Shoretel, Inc. NewBay Media LLC Shred-it USA LLC NRPR Group, LLC SignCo USA Office Relief Silicon Valley Bank Credit Card OlympuSAT, Inc, Silver Chalice Ventures, LLC _. _ _ _ _Ookla, _LLC _ _ . _ . .... SIaGk Technologies, Inc...... _ _ _. _ _._ __... . OpenMarket, Inc. Smartsheet Inc. Outside Television, Inc. Softchaice Corporation Pacful Printing &Fulfillment Solarwinds PacGenesis, Inc. Souvik Panda Paradise Designs Plantscapes Inc. Spin Recruitment, Inc. Phunware, Inc. Splash News &Picture Agency, L.LC Pitney Bowes Sprint PPL Powerad Solutions Pvt. Ltd. Sreenivas Doosa Premier Staffing Srikanth Madishetti PromotionsNow Stack Exchange, Inc. Pure Health Solutions Inc Stat PADS, LLC Pusher Ltd Station HoldCo dba NP Red Rock LLC Pyro-Comm Systems, Inc Sterling InfaSystems, Inc. Quality Playing Cards, Inc. dba Shuffled Ink Stratdev Global, LLC Qualys, Inc. Sumit Garg Quest Media &Supplies, Inc. Summiting Group Questex, LLC Synergy Technologies, LI~C R Systems, Inc. Tableau Software, LLC Randall Lamb Associates Taylor Wessing Rangarakesh Kanchamreddy TeleFormula S.A. de C.V. Flap Entertainment, LlC Telekinetics Network Systems Pvt. Ltd Razer USA LTD. TeleRed Imagen, S.A. Real Software Systems, LLC Tennessee Valley Public Power Association Rebaca Technologies Inc The Associated Press Red Planet Media, Inc. The Concept Studio LLC Rochester tVetwork Supply Inc. The Swenson Group Inc

~~ 2 494 1/00 6 04/FW/ 11870639.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 23 of 28

Thema America, Inc. ' Thinkdiff Solutions LLP-Druvakant Yarlagadda Time Warner Cable dba Spectrum Enterprise Trilegal 7rilibis Mobile TripActions Inc U.S. Bank Equipment Finance U.S. Cellular Utah State Tax Commission ValleyMedia Inc Varnar, Inc. Verimatrix, Inc. Verizon Wireless Services LLC Veterinary Pet Insurance Company _ Vidora Corporation.._..._ _ . .. ______.. Vision Service Plan VisualON, Inc. VPNTTG Vubiquity, Inc Vubiquity, Inc Walgreens Co Watt Meangkolvorn Weather Group Television, LLC Win Corporate Advisors Witbe Inc. WMBE Payrolling Inc. dba TargetCW Zayo Group LLC Zeel Networks, Inc Zendesk Inc Zimetrics

15 24941/00C 04/FW/ 11870(39.7 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 24 of 28

EXHIBIT 2

Potential Parties in Interest

DOCS DE233445.2 57391/003 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 25 of 28

invotceDa~,e x ?Unifgite # ~nvolc+e!~Aino~Iln~; ~~~k{DateofServic~?~oveted'~tiyllnvoFce Payrriet~fat a~r~ie~A~nount: , ~~payn~'~'nt~f~y~ea: 10/31/2020 826469 $14,363.10 9/1/2020 to 9/30/2020 2/16/2021 $14,363.10 PAYMENT 11/29/2020 830064 $19,534.21 10/1/2020 to 10/31/2020 2/16/2021 $19,534.21 PAYMENT 11/30/2020 831392 $612.00 10/1/2020 to 10/31/2020 2/16J2021 $612.00 PAYMENT 12/22/2020 834301 $3,128.40 11/1/2020 t0 11/30/2020 2J16/2021 $3,128.40 PAYMENT 1/29/2021 839953 $1,209.60 12/1/2020 to 12/31/2020 2/16/2021 $1,209.60 PAYMENT z/16/2021 $11,152,69 PAYMENT. 1/31/2Q21 839398 $68,615.35 12/1/2020 to 12/31/2020 2/26/2Q21 $57,462.66 PAYMENT 2/8/2021 841098 $70,355.34 1/1/2021 to 2/5/2021 2/26/2021 $70,355.34 PAYMENT 2/24/2021 843129 $7,267.05 2/6/2021 to 2/19/2021 2/25/2021 $7,267.05 RETAINER 2/26/2021 843988 $5,782.00 2/20/2021 to 2/2$/2021 2/26/2021 $5,782.00 RETAINER Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 26 of 28

Payment Date. Iran Tyke Amount Notes 2J16/2021 Retainer Received $75,000.00 Retainer for future hii{s 2/25J2021 Retainer Appiicatian ($7,267.05) Apply to Invoice ## 843129 2/26/2C?21 Retainer Application ($5,782.00) Apply to Invoice # 843988 Remaining Balance - $61,950.95 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 27 of 28

EXHIBIT 3

Potential Interested Parties —Present and Former Clients

hanie cif ~ntity Se~irctze~3 Itelatical~sllip io I~et~tcir, Rtlationsll.~~7 t~~ fien~~ick ~ ~1'e~t T.[.I' Amazon Vendor current client AMC l~Tetworlcs Contract Counterparty current client Apple Customer current client Alameda County Vendor current client Atlassian qty Ltd Vendor current client Bloomberg LP Vendor current client Business Wire, Inc. Vendor current client Insurance Chubb Group Holdings Inc. current client Vendor

Concur Technologies Vendor current client CSTV Contract Counterparty current client DataStax, Inc. Vendor current client Deutsche Telekom AG Customer current client Docusign Vendor current client Dropbox Vendor current client Federal Insurance Company Insurance current client Fidelity Customer current client Fragomen, Del Rey, Bernsen & Vendor current client Loewy, LLP Glassdoor, Inc.. Vendor current client Customer Google current client Vendor

Hearst Communications, Inc. Significant Equity Holder current client Hewlett Packard Enterprise Vendor current client IFC TV LLC /AMC Networks Contract Counterparty current client Inc. Interviewstreet Inc. dba Vendor current client HackerRank Iron Mountain Information Vendor current client Management Jumptap Customer current client MERU Professionals current client MTV Networks Top 30 Creditor current client

DOCS D~233445.2 57391/003 Case 21-10457-LSS Doc 88-3 Filed 03/15/21 Page 28 of 28

New Video Channel America, Contract Counterparty current client L.L.C. Plateau Wireless Customer current client Pusher Ltd Vendor current client Razer USA Ltd. Vendor current client Reliance India (Infotel) Customer current client Salesforce.com Vendor current client Showtime Networks Contract Counterparty current client Smartsheet Inc. Vendor current client SundanceTV LLC Contract Counterparty current client Trilegal Vendor current client TripActions Vendor current client Vendor Verizon Communications current client Customer ViacomCBS Contract Counterparty current client Viacom Media Networks WE tv LLC Contract Counterparty current client Adobe Systems Incorporated Vendor former client (past five years) AT&T Vendor former client (past five years) Membership Atlantic Telephone Customer former client (past five years) Cor (ATMC) DirecTV Vendor former client (past five years) Home Box Office, Inc. Contract Counterparty former client (past five years) LinkedIn Corp. Vendor former client (past five years) Vendor Machinima, Inc. is a sub of former client (past five years) AT&T Contract Counterparty Vendor Scripps Networks, LLC former client (past five years) Contract Counterparty Shoretel Inc. Vendor former client (past five years) Contract Counterparty `'Vindstream Services, LLC former client (past five years) Customer

DOCS DE:233445.2 57391/003 Case 21-10457-LSS Doc 88-4 Filed 03/15/21 Page 1 of 4

Exhibit R

Proposed Order

DOCS DE:233445.2 57391/003 Case 21-10457-LSS Doc 88-4 Filed 03/15/21 Page 2 of 4

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. Re: Docket No.

ORDER UNDER 327(e) OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT AND RETENTION OF FENWICK &WEST LLP AS SPECIAL CORPORATE COUNSEL FOR THE DEBTORS EFFECTIVE AS OF THE PETITION DATE

Upon the application (the "Application")2 of the above-captioned debtors and debtors in possession (the "Debtors") seeking authorization to retain and employ Fenwick &West

LLP ("Fenwick") as special corporate counsel in these chapter 11 cases; and upon the declaration of Cynthia Clarfield Hess in support of the Application (the "Hess Declaration") and the Statement

Under Rule 2016 of the Federal Rules of Bankruptcy PNoceduNe and Section 329 of the BankNuptcy

Code (the "Statement") that were submitted concurrently with the Application; and the Court being satisfied based on the representations made in the Application, the Hess Declaration, and the

Statement that Fenwick neither represents nor holds any interest adverse to the Debtors or to the estates with respect to the matters on which Fenwick is to be employed, and that the employment of Fenwick as special corporate counsel to the Debtors is necessary and in the best interests of the

Debtors and their estates; and it appearing that the Court has jurisdiction to consider the

Application; and it appearing that due notice of the Application has been given and no further

DOCS D~:233445.2 57391/003 Case 21-10457-LSS Doc 88-4 Filed 03/15/21 Page 3 of 4

notice need be given; and upon the proceedings before the Court; and after due deliberation and good and sufficient cause appearing therefor;

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED.

2. Pursuant to sections 327(e) and 328(a) of the Bankruptcy Code, the Debtors are authorized to retain end employ Fenwick &West LLP as special corporate counsel in these chapter 11 cases, effective as of the Petition Date, pursuant to the terms set forth in the Application.

3. Fenwick shall be compensated for legal services rendered to the Debtors and reasonable expenses incurred in connection therewith in accordance with the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules, and any other orders of this Court.

4. Fenwick shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors' chapter 11 cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of the

Court. Fenwick also intends to make a reasonable effort to comply with the U. S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing

Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by

Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013, both in connection with this Application and the interim and final fee applications to be filed by Fenwick in these chapter 11 cases.

2 DOGS DE:233445.2 57391/003 Case 21-10457-LSS Doc 88-4 Filed 03/15/21 Page 4 of 4

The Court shall retain jurisdiction over any disputes, if any, that may arise in connection with this Order.

DOCS DE233445.2 57391/003