In the United States Bankruptcy Court for the District of Delaware

Case 21-10457-LSS Doc 241 Filed 05/13/21 Page 1 of 5 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 1 Debtors. Related to Docket Nos. 73, 164, and 171 NOTICE OF (A) ADDITIONAL TRANSFERRED CONTRACTS AND (B) REMOVAL OF CONTRACTS PARTIES RECEIVING THIS NOTICE SHOULD LOCATE THEIR NAMES AND EXECUTORY CONTRACTS ANNEXED HERETO AS EXHIBIT A AND EXHIBIT B. 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 on April 9, 2021, the Debtors filed the Notice of Proposed (I) Cure Amounts and Cure Objection Deadline and (II) Potential Assumption and Assignment of Executory Contracts and Unexpired Leases [Docket No. 171] (the “Assumption and Cure Notice”). 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”). PLEASE TAKE FURTHER NOTICE that 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. 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:234087.3 Case 21-10457-LSS Doc 241 Filed 05/13/21 Page 2 of 5 PLEASE TAKE FURTHER NOTICE that the Successful Bidder has added certain additional Contracts to, and removed certain Contracts from, the Assumption and Cure Notice. Such Contracts are identified on Exhibit A and Exhibit B annexed hereto. PLEASE TAKE FURTHER NOTICE that the Successful Bidder may add or removed Contracts to the Assumption and Cure Notice until closing of the asset purchase agreement between the Successful Bidder and the Debtors. PLEASE TAKE FURTHER NOTICE that a hearing is scheduled for May 21, 2021 at 2:00 p.m. (Eastern Time) (the “Sale Hearing”) 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 asset purchase agreement, and the assumption and assignment of certain executory contracts and/or unexpired leases to the Successful Bidder. YOU ARE RECEIVING THIS NOTICE BECAUSE YOU ARE A PARTY TO ONE OR MORE OF THE CONTRACTS REFERRED TO HEREIN. ADDITIONAL TRANSFERRED CONTRACTS Attached as Exhibit A is a supplement to the Assumption and Cure Notice of executory contracts and unexpired leases (collectively, the “Additional Transferred Contracts”) that the Debtors will seek to assume and assign to the Successful Bidder, listing the counterparties to such contracts (the “Contract Counterparties”) and the amount, if any, proposed to be paid to cure any monetary defaults under the Transferred Contracts pursuant to section 365 of the Bankruptcy Code (the “Cure Amounts”). To the extent that any Additional Transferred Contract is determined by an order of the Bankruptcy Court, or as between the Debtors and the applicable Contract Counterparty, not to be an executory contract under and for purposes of section 365 of the Bankruptcy Code, the Debtors shall instead sell, assign, and transfer to the Successful Bidder all of the Debtors’ right, title, and interest in, to and under such Additional Transferred Contracts pursuant to section 363 of the Bankruptcy Code. Prior to any such sale and transfer of an Additional Transferred Contract, the Successful Bidder shall cure any monetary defaults or pay other amounts due under such Additional Transferred Contract which are capable of being cured or paid as if such Additional Transferred Contract had been subject to section 365 of the Bankruptcy Code. A. Cure Objection Deadline IF YOU AGREE WITH THE PROPOSED CURE AMOUNTS LISTED IN EXHIBIT A WITH RESPECT TO YOUR TRANSFERRED CONTRACT(S), YOU ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION WITH RESPECT TO THE CURE AMOUNT. IF YOU DISAGREE WITH THE PROPOSED CURE AMOUNTS LISTED IN EXHIBIT A WITH RESPECT TO YOUR CONTRACT(S), YOU MAY OBJECT TO THE 2 DOCS_DE:234087.3 Case 21-10457-LSS Doc 241 Filed 05/13/21 Page 3 of 5 PROPOSED CURE AMOUNTS NO LATER THAN MAY 20, 2021 AT 4:00 P.M. (EASTERN TIME) (the “Cure Objection Deadline”). Objections to a proposed Cure Amount (a “Cure Objection”) must be made in writing and filed on the docket for the Chapter 11 Cases no later than the Cure Objection Deadline and state the basis of such objection with specificity, including, without limitation, the Cure Amount alleged to be due by such Contract Counterparty, and include complete contact information for such Contract Counterparty (including address, telephone number, and email address); (iii) comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, and (iv) be served on the following, so as to be actually received by them on or before the Cure Objection Deadline (collectively, the “Notice Parties”): i. Counsel to the Debtors. (a) Pachulski Stang Ziehl & Jones, LLP, 150 California Street, 15th Floor, San Francisco, CA 94111, Attention: Debra Grassgreen ([email protected]) and Jason Rosell ([email protected]); and (b) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19801, Attention: Mary Caloway ([email protected]); ii. The Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Wilmington, DE 19801, Attn: Benjamin A. Hackman ([email protected]); iii. Counsel to the Prepetition Lender. McGuireWoods LLP, 1251 Avenue of the Americas, 20th Floor, New York, NY 10020, Attn: Kenneth Noble ([email protected]); and iv. Counsel to the Committee. Fox Rothschild LLP, 919 N. Market Street, Suite 300, Wilmington, DE 19801, Attn: Seth Niederman ([email protected]) and Michael Sweet ([email protected]) and Gordon Gouveia ([email protected]). B. Assignment Objection Deadline Any other objections to the assumption and assignment of any of the Additional Transferred Contracts, including any objection to the adequate assurance of future performance provided, (an “Assignment Objection”) must: (i) be made in writing and filed on the docket for the Chapter 11 Cases no later than May 20, 2021 at 4:00 p.m. (Eastern Time) (the “Assignment Objection Deadline”); (ii) state the basis of such objection with specificity and include complete contact information for such Contract Counterparty (including address, telephone number, and email address); (iii) comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, and (iv) be served on the Notice Parties so as to be actually received by them on or before the Assignment Objection Deadline. 3 DOCS_DE:234087.3 Case 21-10457-LSS Doc 241 Filed 05/13/21 Page 4 of 5 If you file a Cure Objection or Assignment Objection satisfying the requirements herein, the Debtors and the Successful Bidder or Stalking Horse Bidder, as applicable, will confer with you in good faith to attempt to resolve any such Cure Objection or Assignment Objection without Bankruptcy Court intervention. If the applicable parties determine that the Cure Objection or Assignment Objection cannot be resolved without judicial intervention in a timely manner, the Bankruptcy Court shall resolve such objections at the Sale Hearing or such other date designated by the Bankruptcy Court. If a timely objection is filed, and cannot be resolved consensually, the Bankruptcy Court shall resolve such objection at the (i) Sale Hearing or (ii) such other date designated by the Bankruptcy Court. Unless the Bankruptcy Court orders otherwise, contemporaneously with the resolution of any such objection, the Additional Transferred Contract underlying such objection shall be deemed to have been assumed and assigned, or assigned, as the case may be, to the Successful Bidder or the Backup Bidder, as the case may be, without the necessity of obtaining any further order of the Bankruptcy Court. IF YOU FAIL TO TIMELY FILE AND PROPERLY SERVE A CURE OBJECTION OR ASSIGNMENT OBJECTION AS PROVIDED HEREIN (I) YOU WILL BE DEEMED TO HAVE FOREVER WAIVED AND RELEASED ANY RIGHT TO ASSERT A CURE OBJECTION, ASSIGNMENT OBJECTION OR ADDITIONAL ASSIGNMENT OBJECTION, AS APPLICABLE, AND TO HAVE OTHERWISE CONSENTED TO THE ASSUMPTION AND ASSIGNMENT, OR SALE AND TRANSFER, OF THE DEBTORS’ RIGHT, TITLE, AND INTEREST IN, TO AND UNDER, SUCH TRANSFERRED CONTRACT ON THE TERMS SET FORTH IN THIS ASSUMPTION AND ASSIGNMENT NOTICE AND THE ASSET PURCHASE AGREEMENT TO BE ENTERED INTO WITH THE SUCCESSFUL BIDDER, (II) YOU WILL HAVE CONSENTED TO THE ASSUMPTION AND ASSIGNMENT OF, OR SALE AND TRANSFER OF, THE DEBTORS’ RIGHT, TITLE, AND INTEREST IN, TO AND UNDER, ITS TRANSFERRED CONTRACT, AS THE CASE MAY BE, WITHOUT THE NECESSITY OF OBTAINING ANY FURTHER ORDER OF THE BANKRUPTCY COURT, AND (III) YOU WILL BE BARRED AND ESTOPPED FOREVER FROM ASSERTING OR CLAIMING AGAINST THE DEBTORS, THE SUCCESSFUL BIDDER, OR THE BACKUP BIDDER THAT ANY ADDITIONAL CURE AMOUNTS ARE DUE OR DEFAULTS EXIST, OR CONDITIONS TO ASSUMPTION AND ASSIGNMENT, OR SALE AND TRANSFER, MUST BE SATISFIED, UNDER SUCH TRANSFERRED CONTRACT. The Debtors’ assumption and assignment, or sale and transfer, of an Additional Transferred Contract is subject to approval by the Bankruptcy Court, and consummation of the closing of the Sale.

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