Case 15-12465-CSS Doc 1481-3 Filed 11/16/20 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ARCTIC SENTINEL, INC. [f/k/a Fuhu, Case No. 15-12465-CSS (Jointly Administered) Inc.], et al.,1 Hearing Date: December 15, 2020 at 1:00 p.m. (ET) Debtors. Objection Deadline: November 30, 2020 at 4:00 p.m. (ET) NOTICE OF MOTION OF SCOTT MILLER AND JAMES E. GRIFFIN IV TO (1) APPROVE THE TERMS OF STIPULATION OF SETTLEMENT AND (2) APPROVE THE DISTRIBUTION OF FUNDS INCLUDING AWARD OF ATTORNEYS FEES AND COSTS PLEASE TAKE NOTICE that on November 16, 2020, Scott Miller (“Miller”) and James E. Griffin IV (“Griffin”) whom this Court previously appointed as representatives of the Class as further defined below (“Class Representatives”) filed the Motion for Approval of Stipulation of Settlement and Award of Attorneys Fees and Costs (the “Motion”) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (the “Bankruptcy Court”). A copy of the Motion is attached hereto. PLEASE TAKE FURTHER NOTICE that objections and responses to the relief requested in the Motion, if any, must be in writing and filed with the Bankruptcy Court on or before November 30, 2020 at 4:00 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that at the same time you must also serve a copy of the response or objection upon counsel to the moving parties, the Class Representatives: Gutride Safier LLP, 100 Pine Street, Suite 1250, San Francisco, CA 94111, Attn: Adam Gutride. 1 The debtors, together with the last four digits of each debtor’s tax identification number, are: Arctic Sentinel, Inc. [f/k/a Fuhu, Inc.] (7896); Arctic Sentinel Holdings, Inc. [f/k/a Fuhu Holdings, Inc.] (9761); Arctic Sentinel Direct, Inc. [f/k/a Fuhu Direct, Inc.] (2180); and Sentinel Arctic, Inc. f/k/a Nabi, Inc.] (4119) (collectively, the “Debtors”). 1 Active\116353935.v1-11/16/20 Case 15-12465-CSS Doc 1481-3 Filed 11/16/20 Page 2 of 2 PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE RELIEF SOUGHT IN THE MOTION WILL BE HELD ON DECEMBER 15, 2020, AT 1:00 P.M. (PREVAILING EASTERN TIME) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI AT THE UNITED STATES BANKRUPTCY COURT, 824 NORTH MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE 19801. Dated: November 16, 2020 FOX ROTHSCHILD LLP /s/ Seth A. Niederman Seth A. Niederman (DE Bar No. 4588) 919 North Market Street, Suite 300 Wilmington, DE 19899 Telephone: (302) 654-7444 E-mail: [email protected] - and - /s/ Adam Gutride Adam Gutride, California Bar No. 181446) (Admitted Pro Hac Vice) GUTRIDE SAFIER LLP 100 Pine Street, Suite 1250 San Francisco, CA 94111 Telephone: (415) 639-9090 Facsimile: (415) 449-6469 E-Mail: [email protected] Counsel for Miller and Griffin 2 Active\116353935.v1-11/16/20 Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 1 of 24 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ARCTIC SENTINEL, INC. [f/k/a Fuhu, Case No. 15-12465-CSS Inc.], et al.,1 (Jointly Administered) Debtors. Hearing Date: December 15, 2020 at 1:00 p.m. (ET) Objection Deadline: November 30, 2020 at 4:00 p.m. (ET) MOTION OF SCOTT MILLER AND JAMES E. GRIFFIN IV TO (1) APPROVE THE TERMS OF STIPULATION OF SETTLEMENT AND (2) APPROVE THE DISTRIBUTION OF FUNDS INCLUDING AWARD OF ATTORNEYS FEES AND COSTS Scott Miller (“Miller”) and James E. Griffin IV (“Griffin”), whom this Court previously appointed as representatives of the Class as further defined below (“Class Representatives”) hereby move this Court to (1) approve the terms of the Stipulation attached hereto as Exhibit 1 (“Stipulation”) between the Class Representatives and Certain Underwriters at Lloyd's (“Underwriters”) subscribing to the Privacy, Cyber and Media Insurance Policy issued to Fuhu, Inc. bearing Policy No. ESC00062426 (the “Media Policy”) and (2) approve the distribution of the funds to be paid by Underwriters under the Stipulation, including awarding fees and costs to the law firm of Gutride Safier LLP previously appointed by this Court to represent the Class (“Class Counsel”). 1 The debtors, together with the last four digits of each debtor’s tax identification number, are: Arctic Sentinel, Inc. [f/k/a Fuhu, Inc.] (7896); Arctic Sentinel Holdings, Inc. [f/k/a Fuhu Holdings, Inc.] (9761); Arctic Sentinel Direct, Inc. [f/k/a Fuhu Direct, Inc.] (2180); and Sentinel Arctic, Inc. f/k/a Nabi, Inc.] (4119) (collectively, the “Debtors”). 1 Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 2 of 24 INTRODUCTION The Stipulation arises out of the Court’s “Final Order Authorizing And Approving Stipulation Resolving (1) Class Claim Of Scott Miller And James E. Griffin (Claim No. 177) …,” of September 5, 2019. D.I. 1329 (“Class Settlement Order”). In the Class Settlement Order, the Court (1) approved the assignment, to the Class, by Debtors Fuhu, Inc. and Fuhu Holdings, Inc. (together, the “Fuhu Defendants”) of the Fuhu Defendants’ rights against the Underwriters under the Media Policy (“Media Policy Assignment”), (2) approved notice to the Class, a copy of which is available at D.I. 1327 at 36-43 of 60 (“Class Notice”), about how monies obtained from the Underwriters would be distributed to the Class and to Class Counsel, id. at 41; see also id. at 3-5 & 36-43 (explanation of notice plan), and (3) retained jurisdiction over “all matters arising from or related to the interpretation, implementation or enforcement of the terms and provisions of this Stipulation...” D.I. 1329 ¶ 13; 1329-1 ¶ 52. Prior to the Court’s Class Settlement Order, Class Notice was disseminated to the Class, which informed Class members of the Media Policy Assignment and of how any funds that might be obtained from the Underwriters (“Media Policy Proceeds”) would be distributed to the Class and Class Counsel. D.I. 1327 at 36-43. The method of distribution described in the Class Notice is further discussed below. No person objected. D.I. 1328. The Court then issued the Class Settlement Order. D.I. 1329. Subsequent to the Class Settlement Order, the Class and the Underwriters attended a mediation and agreed to the Stipulation to resolve all claims that had been assigned to the Class regarding the Media Policy against the Underwriters. In the Stipulation, the Underwriters agreed to make a monetary payment of $1,800,000.00 for the benefit of the Class (“Media Policy Settlement Fund”) in exchange for a release by the Class of claims against the Underwriters and 2 Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 3 of 24 of all of their agents, brokers, employees, officers, counsel, representatives, insurers, reinsurers, corporate affiliates (including without limitation Lloyd’s of London, CFC Underwriting Limited and all persons and entities listed on the declarations page of the Media Policy) (collectively, the “Underwriter Parties”). Class Counsel requests this Court now approve the Stipulation and further approve the distribution of the Media Policy Settlement Fund pursuant to the terms of the Class Notice previously approved by the Court, as follows: (i) $21,320.00 to the Claim Administrator for costs associated with distribution of the funds to Class Members who previously submitted valid claims (“Administration Costs”); (ii) attorneys’ fees to Plaintiffs’ Counsel in the amount of $720,000, representing 40% of the Media Policy Settlement Fund; (iii) costs to Class Counsel in the amount of $27,225.54, ; and (iv) pro rata payments to persons who previously filed valid Class Settlement Claims, computed so that the amount paid for each Tablet reflected in a Defective Tablet Claim (as defined below) shall be three times the amount paid for each Tablet reflected in a Non-Defective Tablet Claim (as defined below). JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. § 157. In particular, because the Stipulation resolves disputes between the Class on one hand, and the Underwriters for the Debtors on the other hand, and because this Court has previously (1) certified the Class, (2) approved a settlement assigning to the Class the Fuhu Defendants’ rights against the Underwriters, and (3) retained jurisdiction over the implementation of that Assignment, this Stipulation presents, at a minimum, core matters regarding the liquidation of Estate assets under 28 U.S.C. § 157(b)(2)(O) and non-core matters that are otherwise related to this bankruptcy case pursuant to 28 U.S.C. § 157(b)(3). The Class Representatives and the Underwriter Parties (collectively “Stipulating Parties”) have consented in the Stipulation to the 3 Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 4 of 24 Bankruptcy Court’s jurisdiction with respect to all matters arising from or related to the interpretation, implementation, or enforcement of the terms and provisions of the Stipulation and to adjudicate, if necessary, all disputes in connection therewith. See Exhibit 1 at ¶ 13. The Stipulating Parties have also consented in the Stipulation to the entry of a final order on the Stipulation by the Bankruptcy Court, if it is determined that the Bankruptcy Court, absent consent of the parties, cannot enter a final order consistent with Article III of the U.S. Constitution. See Del. Bankr. L. R. 9013-1(f).