case 18-11142-css doc 190 filed 09/06/18 page 1 of 11omnimgt.com/cmsvol2/pub_47252/688214_190.pdf12....

Il~T 'I'~IE IJNIT~D STAVES BANI~RiJI''I'CY COIJl2'I'FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

ARECONT VISION HOLDINGS, LLC., et al.,~ ) Case No. 18--11142 (CSS)

Debtors. ) (Jointly Administered)

COVERSHEET FOR FIRST AND FINAL APPLICATION OF IMPERIAL CAPITAL,LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS, FOR

COMPENSATION FOR SERVICES RENDERED AND REINTBURSEM~NT OFEXPENSES FOR THE PERIOD OF

NIAY 14, 2018 THROUGH JULY 13.2018

Name of Application Impej•ial Capital, LLC

Authorized to Provide Professional Services to: Debtors and Debtors-In-Possession

Date of Retention: June 7, 2018 Hunt pro tunc to May 14, 2018

Period for which final reimbursement issought:

Petition date through July 13, 2018

Amount of compensation sought as actual,reasonable and necessary:

$626,73538

Amount of expense reimbursement sought asactual, reasonable and necessary:

$733.00

Total previously requested compensation paid: N/A

Total previously requested expenses paid: N/A

This is a: First and Fi»al Applicatio~l

~ The Debtors in these proceedings and the last four digits of each Del~t~r`s federal taxpayer identification number ise as follows: Arecont Vision Holdings LLC (9187); Areco~~t Vision. LI,C (1410); and Arecont Vision 1C D1SC0376). The llebtors' mailing address is 425 Colorado Street, Suite 700. Glendale. CA 91205.

Case 18-11142-CSS Doc 190 Filed 09/06/18 of 11

SiJ1~~IAItY O~ P120FESSIOl~TAI,S9 TIl~IE DURING THE CO~!'IPENSATION I'ERIO~(PETITION DATE THROUGH JULY 13, 2018)

Hours by Category

Description Hours

Case Administration 8.9

Sale Process 61.2

Bidder Negotiations 37.9

Lender Discussions 10.6

Travel 7.2

Imperial Retention &Billing Matters 3.1

Total 128.9

Hours by Professional

Professional Hours

John Mack (Managing Director) 28.0

David Burns (Senior Vice President) 73.9

Clay Krebs (Associate) 11.3

Kevin Zhao (Analyst) 15.7

Total 128.9

SUNTMARY OF EXPENSES INCURRED DURING THE COMPENSATION PERIOD(PETITION DATE THROUG~I JULY 13, 2018)

Expense Summary

Ground Transportation $ 733.00

Total $ 733.00

2


II~T 'I'~IE TJI~TITED S'I'A~'~S BANI~RIJPTCY COURTFOR THE DISTRICT OF DELAWARE

In re:

AIZECONT VISION HOLDINGS, LLC., et al.,~ )

Debtors. ) (Jointly Administered)

FIRST AND FINAL APPLICATION OF IMPERIAL CAPITAL, LLC, INVESTMENTBANKER AND FINANCIAL ADVISOR TO THE DEBTORS, FOR COMPENSATIONFOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE

PERIOD OF1VIAY 14, 2018 THROUGH JULY 13, 2018

Imperial Capital, LLC ("Imperial Capital, LLC" or "Imperial") hereby submits this First

and Final Application as investment banker and financial advisor to the Debtors for

compensation and reimbursement of expenses for the period May 14, 2018 through July 13, 2018

(the "Application"). By this Application, Imperial, as investment banker and financial advisor to

the Debtors seeks final approval and payment of compensation for financial advisory and

investment banking services performed and expenses incurred duj•ing the period commencing

May 14, 2018 through July 13, 2018 (the "Compensation Period"). In support he~•eof, Imperial

respectfully represents the following:

BACKGROUND

1. On May 14, 2018 (the "Petition Date"), the Debtors commenced the above-

captioned chapter l l cases (the "Chapter l 1 Cases") by tiling voluntary petitions for relief under

chapter 11 of the Bankruptcy Code with the Court.

~ The Debtors in these proceedings and the last four digits o~i~"each Debtor`s federal taxpayer ide~ltiiication numL~er is

e as iollo~~s: Arecont Vision Holdings LLC (9187); Arecont Visio», LI,C (1410), and Arecont Vision 1C D1SC

0376). 'The Debtors' mailing address is 425 Colorado Street, Suite 700. Glendale. CA 91205.

Chapter 11

Case No. 18--11142 (CSS)

3


2. 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

in the Affidavit/Declai^ation in Support of First Day Motion Declaration of T. Scott Avila, Chief

Restrzrcturing Officer in Support of'Fi~st Day Motions Filed By Arecont Vision Holdings, LI,C (the

"First Day Declarations") [Docket No. 4] and Fully incorporated herein by reference.

3. No official committee of unsecured creditors has been appointed in these Chapter

11 Cases.

4. On June 7, 2018, the Bankruptcy Court entered the Order Establishing

Procedures foN Interim Compensation and Reimbursement of Expenses for Professionals and

Official Committee Members [Docket No. 105].

5. On June 7, 2018, the Bankruptcy Court approved the Debtors' retention of

Imperial as investment banker and financial advisor [Docket No. 105] (the "Retention Order"), a

copy of which is annexed hereto as Exhibit A. The Retention Order authorized Imperial to be

compensated pursuant to the. terms of the engagement letter between Imperial and the Debtors

dated as of February 23, 2018 (the "Eng~etnent Letter"), a copy of which is annexed hereto as

Exhibit B. In addition, the Retention Order modified the requirements of the Bankruptcy Code,

the Bankruptcy Rules, the guidelines established by the Office of the United States Trustee for

the District of Delaware (the "U.S. Trustee Guidelines"), Local Rule 2016-2 and any other orders

and procedures in connection with Imperial's engagement such that Imperial's professionals are

required only to keep reasonably detailed time records in half-hour increments.

6. An auctio» (the "Auction") to sell substantially all of the Debtors' assets was held

o» July 9, 2018, pursuant to which ~lrecont Vision Costar LLC (the "S~~ecessful Bidder") was

selected as the winning bidder; and the Debtors having determined, in consultation with AIG

n


Asset Management (US), LLC ("AIG"), that the highest and otherwise best offer for the acquired

assets was made by the Successful Bidder.

7. On July 10, 2018, the Court entered the Order (A) Authorizing the Sale of

Substantially All of the Debtors' Assets Pursuant to Asset Purchase Agreen~errt(s) Free and Clear of

Liens, Claims and Encumbrances, and Other Interests; (B) Approving the AssuJnption and

Assignment of Certain Executory Contracts and Unexpired Leases Related Thereto; and (C)

Granting Related Relief [Docket No. 168] (the "Sale Order") authorizing the Debtors to sell

substantially all of their assets (the "Sale") to the Successful Bidder pursuant to the terms of the

Court-approved asset purchase agreement (the "A~reement"). A copy of the Sale Order is annexed

hereto as Exhibit C. On July 13, 2018 (the "Closing Date"), the Sale closed.

SUMMARY OF PROFESSIONAL SERVICES PROVIDED

8. Imperial has advised the Debtors in connection with M&A and corporate finance

matters for over ten years, and specifically in connection with restructuring alternatives since

October 2017. Imperial respectfully submits that its substantial efforts throughout these Chapter

11 Cases, along with the Debtors' management and the Debtors' professionals, have been

integral to the Debtors' efforts to maximize value for the estates. Specifically, Imperial's efforts

have substantially contributed to the Debtors achieving several accomplishments including:

a. Assisting the Debtors in negotiating and completing a forbearance agreement with

AIG pursuant to which AIG agreed to allow the Debtors to evaluate strategic

alternatives;

b. preparing comprehensive analyses and p~~esentation of stratebic alternatives

provided to the Debtors and AIG;


c. assisting the Debtors in preparation of multiple iterations of ongoing weekly

reporting of financial information provided to the AIG;

d. assisting the Debtors- in the review and preparation of its business plan and

financial projections; and

e. conducting an exhaustive, accelerated marketing process spanning a total of

approximately fourteen (14) weeks, which included identifying and contacting

over one-hundred ten (110) prospective buyers and yielded:

i. Twenty-seven (27) prospective buyers who executed non-disclosure

agreements and evaluated a potential purchase of the Debtors;

ii. Five (5) prospective buyers who submitted non-binding indications of

interest prior to the Debtors' filing of these Chapter ll Cases;

iii. After extensive negotiation of definitive documentation, a stalking horse

bidder, Arecont Technologies LLC (the "Stalking Horse Bidder"), which

(a) agreed to bidding procedures that provided the estates with a

competitive bidding process and ensured the highest or otherwise best

offer for the Debtors' assets would be achieved and (b) provided for the

potential assignment and assumption of executory contracts benefting

unsecured credito~•s; and

iv. An additional Qualified Bidder, Arecont Vision Costar LLC, who

participated in the Auction pursuant to the bidding procedures and was

ultimately determined to be the Successful Bidder after consultation with

the Debtors and AIG.

6


9. The following summarizes key services Imperial provided during the

Compensation Period:

a. Sale Process: includes time expended preparing detailed responses to various

diligence requests from potential buyers, maintaining the Debtors' electt•onic data

room, NDA processing, numerous internal discussions with management, the

Board and the Debtors' professionals regarding the Sale Process and reviewing

various sale related documents including the Stalking Horse Bidder's asset

purchase agreement and the Agreement, the bidding procedures and other relevant

filings.

b. Lender Discussions: includes time expended responding to AIG's diligence

requests, coordinating and participating in regular update calls with AIG and

interfacing with AIG's financial advisors regarding the sale process and other

case developments.

c. Bidder i~degotiations: includes, time expended holding discussions, meetings, and

correspondence with prospective buyers regarding ongoing diligence, the sale

process and prospective purchase structures.

d. Case Administration: includes time expended monitoring general case

developments and coordinating with the Debtors' management and advisors

regarding case matters.

e. Imperial Retention and Billing Matters: includes time expended related to

Impef-ial's retention application and preparing this Application

f,. Travel: includes t~•avel to the Debtors' auction and Sale hearing.

7


10. During the Compensation Period, Imperial rendered approximately 129 hours of

services to the Debtors based on the summary time records those professionals maintained

pursuant to the Retention Order. These time records do not include substantial efforts performed

by Imperial prior to the Petition Date advising and assisting the Debtors and AIG regarding

potential strategic alternatives, negotiations with AIG, preparation of weekly cash flow reporting

materials, review of the Debtors' business plan and financial projections, preparation of

marketing materials including a confidential information memorandum, preparation of an

electronic data room, and numerous discussions and in-depth diligence with prospective buyers

under non-disclosure agreements.

11. Imperial's time records for the Compensation Period, maintained in accordance

with the Retention Order, are included as Exhibit D. Pursuant to the Retention Order, the

requirements of the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines and

Local Rule 2016-2 have been modified such that Imperial's professionals are required only to

keep reasonably detailed time records in half-hour increments.

[Remainder of page intentionally left blank

'3


COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT FOREXPENSES REQUIRED DURING THE COMPENSATION PERIOD

12. Pursuant to the Engagement Letter, Imperial has earned and is payable

$626,735.38 in fees. A summary of the fees earned and payable is provided below:

Imperial Capital Fee Calculation--Base M&A Transaction Fee $ 500,000.00

Transaction Fee on Consideration between $10mm and $20mm 126,735.38

Monthly Fees Unpaid ($75k x 2;1une -July) 150,000.00

50%Credit for Monthly Fees ($75k x 4; April -July) (150,000.00)

Total Fees Due Imperial Capital $ 626,735.38

13. The Engagement Letter also entitles Imperial to receive reimbursement of all

reasonable out-of-pocket expenses in connection with performing service pursuant to the

Engagement Letter. During the Compensation Period, Imperial incurred certain necessary

expenses while rendering services to the Debtors pursuant to the Engagement Letter. In sum,

Imperial seeks approval of its reasonable, necessary and actual expenses incurred during the

Compensation Period in the total amount of $733.00. A summary of the expenses incurred

during the Compensation Period is included as Exhibit E.

CONCLUSION

Imperial respectfully submits that it has satisfied the requirements for the allowance of the

compensation and reimbursement of expenses sought herein. The services described above, at

the time they were provided, were necessary and beneficial to the administration of the Debtors'

chapter l 1 cases. It is respectfull}% submitted that the amount requested is fair and reasonable

given (a) the complexity of these Chapter 11 Cases, (b) the time expended, (c) the nature and

extent of the services f-endered and (d) the value of such services. Imperial respectfully submits.

that it has rendered these se~•vices to the Debtors effectively, economically, and without

duplication of services performed by any other professional in these Chapter 1l Cases.

F'ui•thertnore, the compe~~sation sought by I»~perial is reasonable becatiise it is based on the

9


customary compensation charged by comparably skilled practitioners both within and outside of

ba~~kruptcy. Additionally, the expenses incurred during the Compensation Period aze set forth in

this Application and constitute only those necessary expenses that were incurred for the benefit

of t}ie Debtors' estates. Imperial has pzoperly requested reimbursement of only actual,

necessary, reasonable, and appropriate expenses. Accordingly, approval of the compensation

and expenses sought herein is warranted.

WHEREFf?RE, Imperial respectfully requests final allowance of compensation for

professional services rendered in the amount cif $626,735.3$ and reimbursement of expenses in

the amount of $733.00 for the Compensation Period.

Dated: August 15, 2018 IMPERIAL CAPITAL, LLC

David E. BurnsSenior Vice President277 Park Avenue, 48 x̀' FloorNew York, NY 10172Telephone: {212) 351-4477

Investment Banker and Firiancial.4dvisor to the Debtors

10


VEERIFICATION

STATE OF NEVV YORK )} SS:

COUNTY OF NEW YORK }

David E. Burns, after being duly sworn according to law, deposes and says:

1. I am a Senior Vice President and at the applicant firm, Imperial Capitat,

LLC, with offices located at 277 Park Avenue, 4~`~' Floor, New York, NY X0172.

2. I have personally performed many of the services rendered by Imperial

Capital, LLC as investment banker and financial advisor to the Debtors and a~n familiar with all

other work performed on behalf of the Debtors by the professionals in the firm. I have read the

First and Final Application of Imperial Capital, LLC, Investrrzent Banker and Financial Advisor

to the Debtors, for Compensation, for Services Rendered and Reimbursements of Expenses for the

Period of May 14, 2018 Through .Iuly 13, 2018 (the "Application"). Ta the best of my

knowledge, information and belief formed upon the basis of my participation in these cases, as

well as after reasonable enquiry, the facts set forth in the Application are true and correct and

materially comply with ail applicable orders, rules, guidelines and requirements as set forth in

the Application.

3. I declare under penalt~r of per}ury under Elie laws of th~,Uxuted states ~f

America that the foregoing is true and correct.

DAVID E. BURNS

SWORN TO AND SUBSCRIBED before methis _~ ~'' day of -E , ZO18

I B RLY RIEDLAND, NOTARY PUBLIC

KIMBERLY FRIEDLANDNotary Public -State of New York

NO. O1 FR6375212 1 1Qualified in New York County

My Commission E~cpires May 1q, 2py2


IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re: Chapter 11

AV DEBTOR HOLDINGS, et al.,' Case No. 18-11142 (CSS)(Jointly Administered)

Debtors.

Objection Deadline: September 27, 201.8 at 4:00 p.m. (ET)Hearing Date: To be determined

NOTICE OF FILING OF FEE APPLICATION

PLEASE TAKE NOTICE that Imperial Capital, LLC ("Imperial"), investment

banker and financial advisor to the debtors and debtors in possession (collectively, the

"Debtors"), in the above-captioned cases, has filed its FiNst and Final Application of ImpeNiczl

Capital, LLC, Investment BankeN and Financial Advisor to the Debtors, fog Compensation fog

SeNvices Rendered and Reimbursement of Expenses foN the Period of May 14, 2018 ThNough July

13, 2018 (the "Application") seeking fees in the amount of $626,735.38 and reimbursement of

actual and necessary expenses in the amount of $733.00 for the period from May 14, 2018

through July 13, 2018.

PLEASE TAKE FURTHER NOTICE that any objection or response to the

Application must be made in writing and be filed with the United States Bankruptcy Court for

the District of Delaware (the "Bankruptc~rt"), 824 N. Market Street, 3rd Floor, Wilmington,

Delaware 19801, on or before September 27, 2018 at 4:00 p.m. prevailing Eastern Time.

I The Debtors and the last four digits of their U.S. tax identification number are AV Debtor Holdings (f/k/a Arecont

Vision Holdings, LLC) (9187), AV Debtor (f/k/a Arecont Vision, LLC) (1410), and AV Debtor IC DISC (f/k/a

Arecont Vision IC DISC) (5376). The Debtors' noticing address in these chapter 11 cases is AV Debtor Holdings,

et al. c/o Armory Strategic Partners, LLC, 1230 Rosecrans Avenue, Suite 660, Manhattan Beach, CA 90266, Attn:

T. Scott Avila, Chief Restructuring Officer.

DOCS DE220984.1 05062/002

Case 18-11142-CSS Doc 190-1 Filed 09/06/18 Page 1 of 3

PLEASE TAKE FURTHER NOTICE that at the same time, you must also

serve a copy of the objection or response, if any, upon the following: (i) the Debtors: AV Debtor

Holdings, et al. c/o Armory Strategic Partners, LLC, 1230 Rosecrans Avenue, Suite 660,

Manhattan Beach, CA 90266, Attn: T. Scott Avila, Chief Restructuring Officer

([email protected]); (ii) counsel for the Debtors: (a) Pachulski Stang Ziehl &Jones

LLP, 919 N. Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE 19899-8705 (Courier

19801), Attn: James E. O'Neill, Esq. ([email protected]) and (b) Pachulski Stang Ziehl &

Jones LLP, 10100 Santa Monica Boulevard, 13th Floor, Los Angeles, CA 90067, Attn: Ira D.

Kharasch, Esq. ([email protected]); (iii) counsel to the lender: (a) Baker Botts, L.L.P., 30

Rockefeller Plaza, New York, NY 10112, Attn: Emanuel C. Grillo, Esq.

([email protected]), Luke A. Weedon, Esq. ([email protected]), and

Christopher R. Newcomb ([email protected]) and (b) Morris, Nichols, Arsht &

Tunnell LLP, 1201 North Market Street, 16th Floor, Wilmington, DE 19801, Attn: Robert J.

Denney, Esq. ([email protected]) and Matthew B. Harvey, Esq. ([email protected]); (iv)

the Office of the United States Trustee for the District of Delaware: United States Trustee, 844

King Street, Suite 2207, Lockbox #35, Wilmington, DE 19801, (Fax: 302-573-6497), Attn:

Benjamin A. Hackman, Esq. ([email protected]); and (v) counsel to any

statutorily appointed committee in these cases.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND 1N

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

THE RELIEF SOUGHT IN THE APPLICATION WILL BE HELD ON A DATE AND TIME

ROCS D~220984.1 05062/002


TO BE DETERMINED BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, CHIEF

UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES BANKRUPTCY

COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR,

COURTROOM NO. 6, WILMINGTON, DELAWARE 19801.

Dated: September 6, 2018 PACHULSKI STANG ZIEHL &JONES LLP

Ir - Kharasch (CA Bar No. 109084)M 'm B. Litvak (CA Bar No. 215852)James E. O'Neill (Bar No. 4042)919 North Market Street, 17th FloorPO Box 8705Wilmington, Delaware 19899 (Courier 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400Email: [email protected]

[email protected]'[email protected]

Counsel to the Debtors and Debtors in Possession

DOGS DE220984,105062/002


EXHIBIT A

RETENTION ORDER


Case 18-11142-CSS Doc 105 Filed 06/07/18 Page 1 of 5

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

ARECONT VISION HOLDINGS, LLC, et a1.,E

Debtors.

Chapter i I

Case No. 18-11142 (CSS}

{Jointly Administered)

Re: Docket No.

ORDER (A) AUTHORIZING THE EMPLOYMENTAND RETENTION OF IMPERIAL CAPITAL, LLC AS

INVESTMENT BANKER AND FINANCIAL ADVISOR TOTHE DEBTQRS NUNC PRD TUNC TO THE PETITION DATE, AND (B)

WAIVING INFORMATION REQUIREMENTS OF LOCAL RU~.E 2016-2(d)

Upon consideration of the application (the "Application")2 of the above-captioned

debtors and debtors in possession (collectively, the "Debtors") for entry of an order (this

• "Order") authorizing the Debtors to employ and retain Imperial Capital, LLC ("imperial") as

investment banker and financial advisor to the Debtors, nunc pro font to the Petition Date; all as

more fully set forth in the Application; and upon consideration of the Mack Declaration filed in

support of the Application; and the Court being satisfied based an the representations made in

the Application and the Mack Declaration that (a) Imperial does not hold or represent an

interest adverse to the Debtors' estates and (b} Imperial is a "disinterested person" as defined

in section 101(14) of the Bankruptcy Cade and as required by section 327(a) of the

Banim~ptcy Code; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§

157 and 1334 and the ,4mended Standing Order of Reference from the United States District

~ The Debtors and the last four digits of their U.S, tax identification number are Arecont Vision Holdings, T.LC(9187), Arccont Vision, LLC (1410), and Arecont Vision iC DISC (5376). The Debtors' noticing address in thesechapter 11 cases is 425 Colorado Street, Suite 70d, Glendale, CA 91205

2 Capitalized terms not defined herein shall have the same meaning as in the Application.

OpCS LA:311906.4 0506?J001


ii

J


Court for the District of Delaware, dated February 29; 2012; and this Court having found that

this is a core proceeding pursuant to 2$ U.S.C. § 157(b)(2); and that this Court may enter a final

order consistent with Article III of the United States Constitution; and this Court having found

that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C.

§§ 1408 and 1409; and this Court having found that the relief requested in the Applicarion is in

the best interests of the Debtors' estates, _their creditors, and other parties in interest; and this

Court having found that the Debtors' notice of the Application and opportunity for a hearing on

the Application were appropriate under the circumstances and no other notice need be provided;

and this Court having reviewed the Application; and this Court having determined that the legal

and factual bases set forth in the Application establish just cause for the relief granted herein; and

upon all of the proceedings had before this Court; and after due deliberation and sufficient cause

appearing therefor, ii is HEREBY ORDERED THAT:

1. The Application is granted as set forth herein.

2. The Debtors are authorized to employ and retain Imperial as investment

banker and financial advisor to the Debtors Hunt pro tune to the Petition Date pursuant to

sections 327{a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014, and Local Rule

2014-1 on the terms set forth in the Application and Engagement Letter.

3. Imperial is entitled to reimbursement by the Debtors for reasonable

expenses incurred in these chapter 11 cases subject to the terms and conditions set forth in the

Engagement Letter.

DOCS LA:311906.4 05062/001 2



4. During the pendency of these chapter 11 cases, the indemnification

provisions of the Engagement Letter are limited as fa[lows:

(a) Imperial shall not be entitled to indemnification, contribution orreimbursement pursuant to the Engagement Letter for services, unlesssuch services and the indemnification, contribution or reimbursementtherefor are approved by the Court;

(ii} The Debtors shall have no obligation to indemnify Imperial, or providecontribution ox rei~nbuesernent to Irriperial, forr any claim or expense that iseither: (i) judicially deternuned (the determination having become final)to have arisen from Imperial' gross negligence, fraud, wilIfi~l misconduct,breach of fiduciary duty, if any, bad faith or self-dealing; (ii) for acontractual dispute in which the Debtors allege the breach of Imperial'scontractual obligations, unless the Court determines that indemnification,contribution or reimbursement would be permissible pursuant to In reUnited Artists Theatre Co., 315 Fad 217 (3d Cir. 2003); or (iii) settledprior to a judicial determination as to the exclusions set forth in clauses (i)and (ii) above, but determined by this Court, after notice and a hearing, tobe a claim ox expense for which Imperial should not receive indemnity,

• contribuiion or reimbursement under the terms of the Engagement Letteras modified by this Order; and

(c} Tf, before the earlier of (i) the entry of an order confirming a chapter l 1plan in these cases (that order having become a final order no longersubject to appeal) and (ii) the entry of an order closing these. chapter 1 Zcases, Imperial believes that it is entitled to the payment of any amountsby the Debtors on account of the Debtors' indemnification, contributionand/or reimbursement obligations under the Engagement Letter (asmodified by this Order), including, without limitation, the advancement ofdefense costs, Imperial must file an application therefor in this Court, andthe Debtors may not pay any such amounts to Imperial before the entry ofan order by this Court approving the payment. This subparagraph (c) isintended anIy to specify the period of time under which the Court shalthave jurisdiction over any request for fees and expenses by ImperialCapital for indemnification, contribution or reimbursement, and not aprovision limiting the duration of the Debtors' obligation to indemnifyImperial. All parties in interest shall retain the right to object to anydemand by Imperial for indemnification, contribution or reimbursement.

Imperial shall file fee applications for allowance of compensation and

reimbursement of expenses in accordance with the Bankruptcy Code, the Bankruptcy Rules, the

DOCS tA:311906.4 05062/001



~ .J

guidelines established by the U.S. Trustee and any applicable orders of the Court; provided,

however, that that Imperial's fee applications shall contain time records setting forth, in a

summary format, a description of the services rendered by each professional, and the amount of

time spent on each date by each such individual in rendering services on behalf of the Debtors in

one-half (O.S) hour increments, and Imperial shall be excused from keeping time in one-tenth

(0.1) of an hour increments and from grouping their activities into general project categories.

Any Financing,. M&A Transaction, Secondary Debt or Restructuring Rees, or reimbursement of

expenses incurred shall not be payable to Imperial until entry of an order by the Bankruptcy

Court approving such fees and expenses; provided, however, the Debtors are authorized, but not

directed, to place such funds in an escrow account pending such Bankruptcy Court approval.

6. Notwithstanding the preceding paragraph of this Order and any provision

to the contrary in the Application or the Engagement Letter, the compensation and expense

reimbursement payable to ~nperial pursuant to the Engagement Letter and this Order shall be

subject to review only pursuant to the standard set forth in section 328(a} of the Bankruptcy

Code, and shalt not be subject to any other standard of review, including, without limitation, the

standard of review set forth in sections 330 or 331 of the Bankruptcy Code; provided, however,

that the U.S. Trustee shall retain the right to object to the compensation and expense

reimbursement payable to Itnperiat based on the reasonableness standards set forth in section 330

of the Banluuptcy Code. Accordingly, nothing in this Order or the record shall constitute a

finding of fact or conclusion of law binding the U.S. Trustee, on appeal or otherwise, with

respect to the reasonableness of any such compensation and expense reimbursement. in the event

C~

DOCS LA:311906.4 05062!001 4



that Imperial seeks any Financing, M&A Transaction and/or Secondary Debt Fees) in any fee

application, Imperial shall provide a supporting calculation therein.

7. Notwithstanding any other provision in the Engagement Letter, any

controversy or claim arising out of or relating to the Engagement Letter shall first be submitted

to the Court for resolution and, if the Court pernuts, to arbitration in accordance with the terms

of the Engagement Letter.

8. The Debtors and Imperial are authorized to take all actions necessary to

e~'ectuate the relief granted pursuant to this Order in accordance with the Application.

9. To the extent this Order is inconsistent with the terms of the Engagement

Letter, the terms of this Order shall govern.

• 14. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h),

7062 or 9014, the ten~i~s and conditions of this Order shall be immediately effective and

enforceable upon its entry.

11. Notwithstanding anything to the contrary in the Engagement Letter, during

the pendency of these chapter 11 cases, this Court shall retain exclusive jurisdiction over (i) any

dispute arising out of or relating to the Engagement Letter, (ii) any dispute arising out of the

engagement of Imperial and (iii) all matters arising from or related to the implementation of this

Order.

~,a~1~.Dated: ,

pots v~:si ~sos.a osos2ioo~

S~~The Honorable Christopher S. SontchiUnited States Bankruptcy Judge

5


EXHIBIT B

ENGAGEMENT LETTER


Imperial Capital

I Dl(i0 Santa i~.to:~ica 13tsufevar~l, S cite 2-4E;~f E,os .A1;gel s, C :jl lc.~rni~ 4(;(iEi7 "I~1:1. 31 ii .''1c; 3?~ i, S:iG ~:'ci _~•~99 [ .4~ 3 (0 7"' *i;r~,

February 23, 2018

Arecont Vision, LLC425 East Colorado Street, 7th FloorGlendale, CA 91205Attention: Scott AvilaChief Restructuring Officer

Dear Scott:

Pursuant to this letter agreement (this "AgreemenP'), Arecont Vision, LLC (together with its subsidiaries and affiliates, the"Company") hereby engages Imperial Capital, LLC ("Imperial CapitnP') as the non-exclusive financial advisor to theCompany in connection with (i) any material restructuring, rescheduling or other material modifications (a"Restructuri~rg") of the Company's liabilities, including without limitation, the liabilities under that Notes PurchaseAgreement dated March 31, 2014 between the Company and AIG Asset Management (US), LLC as investment advisor(together with its affiliates, AIG") due March 31, 2021 (the AIG Notes"); (ii) any debt or equity financing raised for theCompany (a "Financing"); (iii) the purchase by a third party (a "Secondary Debt Transaction") from AIG of some or allof the AIG Notes; and/or (iv) any merger &acquisition transaction involving the Company or substantially all its assetsother than a credit bid by AIG for the assets securing the AIG Notes including any sale pursuant to 11 U.S.C. § 363 orforeclosure sale (a "M&A Transaction"). For the avoidance of doubt, this Agreement supersedes (a) that restructuringadvisory agreement between the Company and Imperial Capital dated on or about October 10, 2017 (the "October 2017AgreemenP') and (b) that mergers &acquisition advisory agreement between the Company and Imperial Capital dated onor about April 25 x̀', 2016, and Imperial Capital waives any fees under those agreements outstanding and unpaid as of thedate hereof. Pursuant to the prior engagement agreements with the Company, Imperial Capital has been paid $300,000 asof January 15, 2018. Imperial Capital acknowledges and agrees that the Company has received or• will receive certainfunds in connection with a settlement and that $500,000 of the proceeds of that settlement have been designated for thepayment of Imperial Capital's fees and expenses when earned under this Agreement (the "Imperial Fun~P').

Section 1. Services to be Rendered. As advisor to the Company, Imperial Capital agrees to perform the followingservices as may be requested by the Company: (i) financial valuation of the ongoing operations of the Company; (ii)assisting the Company in developing, evaluating, structuring and negotiating the terms acid conditions of a potentialRestructuring, including the value of the securities, if any, that may be issued to certain creditors as part of theRestructueing; (iii) assisting the Company in the preparation of solicitation materials with respect to a potential M&ATransactio» (such solicitation materials, including, without limitation, all exhibits, amendments and supplements thereto,the "M&A Materials"); (iv) assisting the Company in developing, evaluating, structuring and negotiating the terms andconditions of a potential Financing; (v) assisting the Company in developing evaluating, structuring and negotiating theterns and conditions of a potential M&A Transaction; and (vi) providing such other financial advisory services includingany testimony that may be required in conuectio~~ with any proceeding to approve any transaction with respect to theCompany's financial issues as may from time to time be agreed upon between the Company and Imperial Capital.

Section 2. Compensation. In consideration for the services to be provided under this Agreement, ]mperial Capitalshall be paid:

(i) ONE-TIME PAYMENT. On account of previously deferred portions of monthly fees payableunder the October 2017 Agreement and waived ]lereunder, a one-time payment of $50,000, deemed earned upon payment,payable upon execution of this Agreeme~~t.

Active 369266282


Arecont VisionFebruary 23, 2018Page 2 of 8

(ii) MONTHLY ADVISORY PEE. A financial advisory fee of $75,000 per month (the "MonthlyA~Ivisory Tee"), payable monthly in advance during the term of this Agreement. The first Monthly Advisory Fee shall bepayable upon execution of this Agreement and shall cover services rendered by Imperial Capital from January 1, 2018 toJanuary 31, 2018. Each subsequent Monthly Advisory Fee shall be payable in advance on the first day of the new monthlyperiod. Fifty percent (50%) of the Monthly Advisory Fee will be credited against any Financing, M&A Transaction Fee,Secondary Debt Transaction Fee, or Restructuring Fee ultimately payable under this Agreement.

and only one of the following:

(iii) FINANCING FEE. A financing fee (the "Fznaizcing Transaction Fee"), payable in cash uponthe closing of, and out of the proceeds of, any financing transaction (a "Financing"), equal to five percent (5.0%) of thecommitment amount of any Financing (debt or equity) up to $20,000,000 and two and one half percent (2.5%) of thecommitment amount of any Financing exceeding $20,000,000 arranged by Imperial Capital for the Company, provided,however, that no Financing Transaction Fee shall be payable on account of any Financing provided by (a) MichaelKaplinsky, (b) Vladimir Berezin, or (c) AIG.

(iv) M&A TRANSACTION FEE. A M&A Transaction fee (the "M&A Transaction Fee"), payablein cash upon the closing of a M&A Transaction, equal to the sum of (i) $500,000, plus (ii) two percent (2.0%) ofTransaction Consideration (defined below) between $10,000,000 and $20;000,000, plus (iii) two and one half percent(2.5%) of Transaction Consideration in excess of $20,000,000. For purposes of this Agreement, "TransactionCof~sideration" shall mean the aggregate of all consideration received by the Company and/or its equity security holders,the amount of any debt or liabilities assumed or repaid after the transaction, any preferred stock redeemed, andconsideration received with respect to the exercise of options, warrants or other rights of conversion. A M&A Transactionshall be deemed to have been consummated upon the earliest of any of the following events to occur: (a) the acquisition ofa majority of the outstanding common stock of the Company by the Buyer; (b) a merger or consolidation of the Companywith or into the Buyer; (c) the acquisition by the Buyer of substantially all of the Company's assets; or (d) in the case ofany other M&A Transaction, the consummation thereof. For avoidance of doubt, a successful credit bid by AIG shall notconstitute an M&A Transaction. In the event that the consideration in a M&A Transaction is paid in whole or in part in theform of securities or other assets, the value of such securities or other assets, for the purposes of calculating the M&ATransaction Pee, shall be the fair market value thereof, as the parties hereto shall mutually agree, on the day prior to theconsummation of the M&A Transaction; provided, however, that, if such consideration includes securities with an existingpublic trading market, the value thereof shall be determined by the average closing price for such securities over the lastten (10) trading days immediately priar to such consummation. In the event that A1G (or its successor in interest) acquiresthe Company or all or substantially all of its assets by means of a successful "credit bid" of all or a portion of the AIGNotes in an auction conducted under chapter l 1 ("Cl:apter 11") of Title l 1 of the United States Code (the "Ba~7kruptcyCoyle"), Imperial Capital shall be entitled to a fixed M&A Transaction Fee of $500,000 to be reduced by the credits of theMonthly Advisory Fee paid.

(v) SECONDARY DEBT TRANSACTION FEE. In the event that Imperial Capital arranges aSecondary Debt Transaction, a fee, payable in cash upon the closing and from the proceeds of such Secondary DebtTransaction, equal to (i) one percent (1%) of the first $20,000,000 of proceeds, plus (ii) two percent (2%) of the next$10,000,000 of proceeds, plus (iii) three percent (3%) of proceeds above $30,000,000.

(vi) RESTRUCTURING FEE. A Restructuring transaction fee (the "Restructuring Trrrnsrrctioi~Fee"), payable in cash upon the closing of a Restructuring transaction, equal to $500,000.

]~~~perial Capital will make a substantial commihroent of professional time and effort hereunder, which mayforeclose other opportunities for us. Moreover, the actual time and effort required for the engagement may vary substantiallyfrom time to time. In light of tf~e t~u~~~erous issues that n ay arise in engagements such as This, Imperial Capital's com~nit~T~entof the time and effort necessary to address the issues that may arise in this e~~gage~nent, Imperial Capital's expertise andcapabilities that the Company will require in this engagement, and the market rate for professionals of Imperial Capital's statureand reputation, the parties agree that the fee arrangement provided I~erei~~ is just and reasonable, fairly compensates ImperialCapital, and provides the requisite cerY~inty to The Co»~pa»y.

Active 3692GG282



In addition, without regard to whether the Restructuring is consummated or this Agreement expires or isterminated, all reasonable and documented fees, disbursements and out-of-pocket expenses (the "Expenses") incurred byImperial Capital in connection with the services to be rendered hereunder (including, without limitation, reasonable attorneys'fees of a single law firm, travel and lodging expenses, overtime, word processing charges, messenger services, duplicating

services, and other customary expenditures) shall be reimbursed to Imperial Capital, or paid on behalf of Imperial Capital,

promptly as billed. Imperial Capital shall be paid a cash deposit of $5,000 (the "Deposit") against Expenses upon the execution

of this Agreement. Any unused amounts of the Deposit will be returned to the Company upon demand.

The Company shall use its commercially reasonable efforts to provide for the payment of the fees and

expenses set forth in Section 2 hereof in full pursuant to any plan of reorganization submitted to the Bankruptcy Court (as

hereinafter defined) for confirmation.

Notwithstanding the foregoing, in the event a Restructuring is consummated pursuant to or in connection with

a prepackaged plan of reorganization, the fees payable to Imperial Capital hereunder shall be deemed earned and payable in full

and the services of Imperial Capital pursuant to Section 1 hereof shall be deemed completed upon the confirmation of the plan

of reorganization (whether through cramdown procedures or otherwise) in the Chapter 11 case. Additionally, in the event the

Restructuring is consummated pursuant to apre-negotiated plan of reorganization, the fees payable to Imperia] Capitalhereunder shall be deemed earned and payable in full and the services of Imperial Capital pursuant to Section 1 hereof shall be

deemed completed upon the confirmation of a plan of reorganization in the Chapter 11 case. In either of such events and aspart of the services provided for in consideration of the fees set forth in Section 2 of this Agreement, Imperial Capital shall

provide during the Chapter I 1 case such additional services as are reasonably necessary (including testimony) to confirm andconsummate the prepackaged or pre-negotiated plan, as applicable.

In the event a Restructuring is not consummated pursuant to a prepackaged or pre-negotiated plan ofreorganization, or the fees payable to Imperial Capital pursuant to Section 2 hereof are not deemed earned and payable in full

prepetition (for any reason whatsoever), or upon the request of Imperial Capital, the Company shall timely apply to the

bankruptcy court having jurisdiction over the Chapter 11 bankruptcy case or cases of the Company (the "Bankruptcy CourP')

for the approval of this Agreement and Imperial Capital's retention hereunder pursuant to sections 327 and 328 of theBankruptcy Code and not subject to any other standard of review under Section 330 of the Bankruptcy Code. The Companyshall supply Imperial Capital with a draft of such application and any proposed order authorizing Imperial Capital's retention

that is proposed to be submitted to the Bankruptcy Court sufficiently in advance of its filing, to provide Imperial Capital with areasonable opportunity to review and comment thereon. Imperial Capital shall have no obligation to provide any services under

this Agreement if the Company becomes a debtor under the Bankruptcy Code unless Imperial Capital's, retention is approvedunder Section 328(a) of the Bankruptcy Code, by a final order of the Bankruptcy Court no longer subject to appeal, rehearing,reconsideration or petition for certiorari, and which is acceptable to Imperial Capital. If the Company becomes a debtor under

the Bankruptcy Code and Imperial Capital's engagement hereunder is approved by the Bankruptcy Court, the Company shall

pay all fees and expenses oPlmperial Capital hereunder as promptly as practicable in accordance with the terms hereof. Prior to

commencing a Chapter 11 case, the Company shall pay all undisputed amounts theretofore due and payable to Imperial Capital

in cash. For the avoidance of doubt, Monthly Advisory Fees of $75,000 per month shall continue during the pendency of anyChapter 1 l proeeedin~ subject to the other terms and conditions hereof and to Bankruptcy Court approval

The Company wi11 use its commercially reasonable efforts to ensure that (i) Imperial Capital's post-petitioncompensation, expense f•ei~i~bw-sen~ents and payment received pursuant to the provisions of Schedule I shall be entitled topriority as expenses of admi»istr~tion under sections 503(b)(1)(A) and 507(a)(2) of the Bankruptcy Code, and (ii) any fee due

to I~npef•ial Capital under this Agreement shall be included in and e~~titled to the benefits of any "carve-outs" for professional

fees and expenses in effect pin•suant to one or more financing orders entered by the Bankruptcy Cow•t. Following entry of anorder a~ithorizing our retention, the Company will reasonably assist Imperial Capital in preparing, filing and se~vii~g fee

statements, interim fee applications, and a final fee ~pplicatiou. The Compa~~y will stiipport Imperial Capital's fee applications

that are consistent with this agreeinei~t iu papers f led with the Banla•uptcy Court and during any Bankruptcy Court healing.The Company wi11 }gay promptly Imperial Capital's fees and expenses approved by the Banlo•u}~tcy Court and in accordance

with the Bankruptcy Rules.

Active 369266282



The Company will use its commercially reasonable efforts to ensure that, to the fullest extent permitted bylaw, any confirmed plan of reorganization or liquidation in the Bankruptcy Case contains typical and customary releases (bothfrom the Company and from third parties) and exculpation provisions releasing, waiving, and forever discharging ImperialCapital, its divisions, affiliates, any person controlling Imperial Capital or its affiliates, and their respective current and formerdirectors, officers, partners, members, agents and employees from any claims, obligations, suits, judgments, damages, demands,debts, rights, causes of action and liabilities related to the Company or the engagement described in this agreement.

It is contemplated that, notwithstanding any security interest it has in the Company's assets, AIG, by separateagreement, shall consent to the payment of the fees due to Imperial Capital pursuant to this Agreement (including the paymentof a fixed M&A Transaction Fee of $500,000 in the event of a successful "credit bid" by AIG) out of the Imperial Fund or theproceeds thereof and prior to the repayment in full of the AIG Notes, and further shall agree to pay any Secondary DebtTransaction Fee from the proceeds of any Secondary Debt Transaction.

All fees and expenses payable to Imperial Capital pursuant to this Section 2 shall be payable in cash via wiretransfer to an account designated by Imperial Capital. No fee paid or payable to Imperial Capital or any of its affiliates shall becredited against any other fee paid or payable to Imperial Capital or any of its affiliates.

As further consideration, the Company agrees to the indemnification and other obligations set forth inSchedule I attached hereto, which schedule is an integral part hereof and incorporated herein by reference.

Section 3. Term and Scope of Enna eg ment. The advisory services and compensation arrangements set forth herein donot encompass any specific services not set forth in Section 1. The compensation arrangements pursuant to Section 2 hereofshall commence effective as of the date hereof and shall continue thereafter on a month-to-month basis pursuant to the termshereof until the earlier of (i) consummation of the later of a Financing, a M&A Transaction, a Secondary Debt Transaction, or aRestructuring; or (ii) termination of this engagement and Agreement. This Agreement may be terminated by either theCompany or Imperial Capital upon seventy two (72) hours prior written notice. Upon any termination or expiration of thisAgreement, Imperial Capital shall be entitled to receive prompt payment of all unpaid fees and expenses accrued pursuant toSection 2 hereof up to and including the date of such termination or expiration. Sections 2, 3, 5, 6, 9, 10 and 11 of thisAgreement and the indemnity and other provisions contained in Schedule I shall remain operative and in full force and effectregardless of any termination ar expiration of this Agreement.

Notwithstanding tl~e foregoing paragraph, if, at any time prior to [6] months after the termination or expiration of thisAgreement For any reason, the Company (a) enters into any Financing, M&A Transaction, or Restructuring contemplated bythis Agreement (or any formal or informal agreement to consummate such transaction or transactions) and the Companyconsummates any such transaction or transactions, or any understanding, statement or letter of intent or agreement, whetherbinding or non-binding, and whether explicit or implicit, is entered into during such period which subsequently results in aconsummated transaction, whether or not such consummated transaction occurs within such [6] month period, then ImperialCapital shall, in each case, in addition to any expense reimbursement due, be entitled to payment iu full of the compensationdescribed in Section 2 of this Agreement with respect to such transaction or transactions. The foregoing shall not apply to anycredit bid transaction by AIG unless Imperial Capital has provided testimony or other evidence required to consummate thecredit bid transaction or to any Secondary Debt Transaction.

Section 4. Cooperation. The Company, in its sole discretion, shall• (i) furnish Imperial Capital with all cw•rent andhistorical financial and other i»for~nation and data regarding the business and financial condition of the Company("h7formation") as Imperial Capital reasonably believes appropriate in com~ection with its services hereiu~der; (ii) provideImperial Capital with access to the officers, directors, employees and professional advisors of the Company as Imperial Capitalreasonably believes appropriate in connection with its services hereunder; and (iii) as applicable, furnish I~~~perial Capital withthe Restructuf•ing Offeri~~g Materials. The Company agrees that it and its counsel will be solely responsible for ensw-ing thatany Resh~ucturing Offering Materials comply in all respects with applicable taw. Tl~e Com}~anyagrees that neither theInformation nor Restr~ictw~ing Offeri~~g Materials will contain a~iy untrue statement of a material fact or omit to state a materialfact necessary to make the statements therein not misleading in light of the circumstances under which they were made. TheCompany will promptly notify Imperial Capital if it learns of any material inacc~n~acy or i~~isstatement in, or material omissionfi•om, any Information pr Restructuring Offering Materials theretofore delivered to ]mperial Capital. 7'he Compa~~y will also

Acti~~e 3ti9z6v282



cause to be furnished to Imperial Capital at any closing of the Restructuring, copies of such agreements, opinions, certificatesand other documents delivered at the closing as Imperial Capital may reasonably request.

The Company recognizes and confines that Imperial Capital, in connection with performing its serviceshereunder: (i) will be relying without investigation upon information that is available from public sources and upon theInformation and Restructuring Offering Materials supplied to it by or on behalf of the Company; (ii) shall not in any respect beresponsible for the accuracy or completeness of such public information, Information or and Restructuring Offering Materialsor have any obligation to verify the same; (iii) shall not conduct any appraisal of any assets of the Company; and (iv) mayrequire that any and all Restructuring Offering Materials contain appropriate disclaimers consistent with the foregoing.

Section 5. Confidentiality. Both the Company and Imperial Capital agree that any reference to Imperial Capital bythe Company or to the Company by Imperial Capital in any release, communication, or other material is subject to ImperialCapital's and Company prior written consent, which may be given or withheld. Any advice, written or oral, provided byImperial Capital pursuant to this Agreement shall be treated by the Company and Imperial Capital as confidential, shall besolely for the information and assistance of the Company and, if requested by AIG, in connection with its consideration of thematters set forth in Section 1 hereof and shall not be used, circulated, quoted or otherwise referred to for any other purpose, norshall it be filed with, included in or referred to, in whole or in part, in any registration statement, proxy statement, offeringmaterials or other communication, whether written or oral, prepared, issued or transmitted by the Company or Imperial Capitalor any of their affiliates, directors, officers, employees, agents or representatives, without, in each instance, Imperial Capital'sand Company prior written consent, which may be given or withheld; provided, however•, that the foregoing shall not apply toany information which becomes publicly available other than as a result of the .breach by the Company of the undertakingshereunder, or that which the Company is required to disclose by judicial or administrative process in connection with anyaction, suit, proceeding or claim. The terms and provisions of the Nondisclosure Agreement dated the 10th day of October2017 are incorporated herein by reference.

Section 6. Conflicts. The Company acknowledges that Imperial Capital and its affiliates may have and may continueto have investment banking and other relationships with parties other than the Company pursuant to which Imperial Capitalmay acquire information of interest to the Company. Imperial Capital shall have no obligation to disclose such information tothe Company, or to use such information in connection with the matters set forth in Section 1 hereof. Notwithstanding theCompany's obligation to pay the fees and expenses of Imperial Capital hereunder, to indemnify Imperial Capital and to provideImperial Capital with Information, the Company recognizes that Imperial Capital is being engaged hereunder to provide theservices described above only to the Company and is not acting as an agent or fiduciary of, and shall have no duties or liabilityto, the equity holders of the Company or any third party in connection with its engagement hereunder, all of which are herebyexpressly waived. No one other than the Company is authorized to rely upon the engagement of Imperial Capital hereunder orany statements, advice or conduct by Imperial Capital.

The Company acknowledges that l~~~perial Capital or its affiliates may, from time to time, quote a market inor make purchases or sales fot• their own accounts or the accounts of its brokerage customers in debt or equity securities of orclaims against the Company and ]mperial Capital's research department may express views or opinions with respect thereto.Imperial Capital has, and agrees to maintain, information harriers between Imperial Capital's corporate finance department andits sales and trading department and research department, pursuant to which Imperial Capital's corporate finance employees areprohibited from disclosing confidential information to Itnperill Capital's sales and trading or• research employees.

Section 7. Public Announcements. Imperial Capital, upon obtaining fi•o~7~ the Compa~ry prior written consent, thatmay be given or withheld, shall have the right to place announcements and advertisements on our website and i~~ financial andother newspapers and jo~u•nals, at its own expense, describing its services in coimeci~ion with the Restructuring and otherservices rendered pursuant to this Agreeme~~t.

Section 8. Entire Agreement; Severability; Amendme»ts; Assignments. This Agreement co»stitutes the entireagreement among the parties hereto related to the subject matter hereof and supersedes all prior agreements or~mderstandings related to the subject mattes• hereof: ]f any provision of this Agreement is deteri~~ined to be invalid,unlawful or unenforceable in any respect, such determination shall loot affect such provision in any other respect or anyothet~ provision of this Agreement, which shall remain in full force and effecT. 'This Agree~roe»t ~roay i~ot~ be a~ne~~ded or

Active 3692662 S 2


Arecoi~t Visioli~'ebrfiary 23, 2018Page 6 of 8

otherwise modified ar waived except by an instrument iii r~~riting du}v executed by both Imperial Capital and the Companyand approved try AIG. Np waiver by either party of any provision hereof sh.-all be faken or held to tea a waiver of anysubsequent breach thereof. This Agreement may not be assigned by either parry without the prior written consent of fleeother party. I'f~is Agreement shaII be binding apan and i~iure to the benefit of the Compan5r, Imperial: Capital, eachIndemnified Person (as defined in Schedule I hereto} and their respective permitted suuecessors and assigns, and r~o otherperson or persans shall have the right to enforce the provisions hereof.

Section 9. Gover~~ing,La~v; Fa~~un. This agreement shall be construed, interpreted, ~ovenied ai d applied in allrespects ul ~corciance with the inte~~ial laws of the State of California; ~~vithotrt giving effect to principles of conflicts ofIai1~s and the Bankruptcy CUde. Except for Iiidem~~ification claims under schedule I, any controversy, clavn or dispute~~eIating to ~kzas A~-eement shall be xes~lved by binding arbitration zn accordance with the Hiles ofthe A~mex•icanAr~itrationAssociation pursuant to arbii~•ation conducted in Las An~etes County, ~alifarnia or by ttie United States Bankniptcy Cotirfihiving jurisdiction over the Company. Judgment upon sack arbitration array be entered in any court having jurisdictionthereof._ With respect to c}aims for Iaden~~ification under schedule 3 the parties hereby consent to the jurisdiction of an}~Stzte or ~ederai Court Iocatetl e~,~ithin Los Angeles County, California. The parties fiuther aclQ~owledge that tPiey waive anyright- they have o~• n3ay Have to a trial by jury with regard to the claims of Indecnni~icatian provided under Schedule I. if~iy litigatiozi or arbih-atioT~ shall ensue among the parties in coruaection ~~rith this Agreement or arising out of I~npenalCapital's engagement hereunder, the pre~~ailing parry shall be entitled to recover from the non-prevailing party or parties itsseasonable aiti~rneys' fees and other casts and expenses ui cotznection therewith.

Section 10. Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile),each of svliich shall constitute an original anci ail of which, wt~eit taken together, shall constitute one and the sameinstrument.

Please ~Unfirm that the foregoing correctly sets farEh our agreement by sig~}ing aced returning to Imperial Capitalthe enclosed original copy flf this Agreement.

Very trttiy yours,

li~i% SJ SeI~L ~tL£ i 1 Ll~y LY~G.

s`~~~

~~ - ~k

y _ _.~,.- „~, ~...

I~T~,~e':~John E. Mack iiT~i'tie: Executive Vice President

Accepted and agreed as of the date first above written:

t3~~+~~1'~~' ~fl~t~y ~.Z,~

~gxf {~ ~~r ~~. rName: Scott A~Title: Chief Restructuring Officer

nctive 36926628.2



Schedule 1

This Schedule I is a part of and is incorporated into that certain letter agreement (the "AgreemenP') dated February 23, 2018 by

Arecont Vision, LLC (together with its subsidiaries and affiliates, the "Company") and Imperial Capital, LLC ("Imperial

CapitaP').

Any and all obligations and agreements of the Company under this Schedule I shall be equally applicable to, and binding upon,

each of the Company's bankruptcy estates and any chapter 7 trustee appointed in the Company's bankruptcy cases, in each such

case to the extent applicable.

Because Imperial Capital will be acting on behalf of the Company in connection with the services contemplated by the

Agreement, and as part of the consideration for the agreement of Imperial Capital to furnish its services pursuant to the

Agreement, the Company (the "Inclemfzifying Party") agrees, jointly and severally, to indemnify and hold harmless Imperial

Capital and its affiliates, and their respective officers, directors, partners, members, shareholders, employees, representatives,

consultants, advisors and agents and each person, if any, who controls Imperial Capital or any of its affiliates within the

meaning of the Securities Act of 1933, as amended, (Imperial Capital and each such other person being referred to as an"Inrlemnifred Person"), to the full extent lawful, from and against all claims, liabilities, losses, damages and expenses, or

actions in respect thereof, as incurred, based upon, related to, arising out of, or in connection with (i) actions taken or omitted to

be taken by the Company -and their affiliates, officers, directors, counsel, employees or agents, (ii) actions taken or omitted to

be taken by any Indemnified Person pursuant to the terms of, or in connection with, the services rendered pursuant to the

Agreement or in connection with any Restructuring or proposed transaction contemplated thereby or any Indemnified Person's

role in connection therewith, and (iii) and any untrue statement or alleged untrue statement of a material fact contained in any

of the Information or Restructuring Offering Materials (each as defined in the Agreement) or omission or alleged omission to

state a material fact required to be stated therein to make the statements therein not misleading in light of the circumstances

under which they were made, and shall reimburse each Indemnified Person promptly upon demand for any legal or other

expenses (including, without limitation, fees and expenses of counsel) reasonably incurred by that Indemnified Person in

connection with investigating, preparing to defend, defending against, or appearing as a third party witness, in connection with

any such claims, liabilities, losses, damages, expenses or actions; provided, however, that the Indemnifying Party shall not be

responsible for any claims, liabilities, losses, damages, expenses or actions of any Indemnified Person to the extent, and only to

the extent, that it is determined in a final judgment by a court of competent jurisdiction that such claims, liabilities, losses,

damages, expenses or actions resulted directly from the fraud, willful misconduct or gross negligence of the Indemnified

Person. No Indemnified Person shall have any liability to the Company, or any of their respective affiliates, officers, directw•s,

partners, members, shareholders, employees, representatives, consultants, advisors and agents in connection with the servicesrendered pursuant to the Agreement except to the extent, and only to the extent, that it is determined in a final judgment by a

court of competent jw•isdiction that such claims, liabilities, losses, damages, expenses or actions resulted directly from the

fraud, willful misconduct or gross negligence of the Indemnified Person.

Promptly upon receipt by an Indemnified Person of notice of any claim or the commencement of any action, if an

indemnifcation claim in respect thereof is To be made against the Indemnifying Party, the Indemnified Person shall notify the

Indemnifying Party in writing of the claim or commencement of such action; provided, hou~ener, that the failure to so notify

shall not relieve the Indemnifying Party from any liability which it may have pursuant to this Schedule I except to the extent,

and only to the extent, that it has been materially prejudiced by such failure to so notify; and, provided, further, that the failure

to so notify shall not relieve the Indemnifying Party from any liability it may have to an Indemnified Person otherwise than

pursuant to this Schedule ]. ]f auy such claim or action shall be brought against an Indemnified Person, the lndemnifyii~g Party

shall be entitled to pat-ticipate therein aid to assu»~e the defense thereof at its expe~~se with counsel reasonably satisfactot-y to

tl~e ]nden~nified Person. After notice from the I~~demnifying Party to the ]ndenmified Person of its election to assume the

defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Person under this Schedule l for

any legal or other expenses subseque~~tlyincurred by the IndemnifiedAerson in connectioi~wi2h the defense thereof other• tha❑reasonable costs o~P i~~vestigatioi~; pro~~ided, hou~ei~er, that any Indemnified Person shall have the right to employ a single

separate counsel in a~~y sLich action ai d to participate iii the defense thereof; and, pr•oi~ided,~i~rther, that Indemnifying Party

shall continue to be liable for the legal or other expe»ses incurred by the Indemnified Perso~~ in connection with the defense of

such action if (i) the employment of such separate counsel has been specifically authorized by the Indemnifying Parry in _

Active 369266282



writing, (ii) such Indemnified Person shall have been advised by counsel that there may be one or more legal defenses available

to it which are different from or in addition to those available to the Indemnifying Party and in the reasonable judgment of such

counsel it is advisable for the Indemnified Person to employ separate counsel (in which case the Indemnifying Party shall not

have the right to assume the defense of such action on behalf of the Indemnified Person), (iii) the use of counsel chosen by the

Indemnifying Party to represent the Indemnified Person would, in the reasonable judgment of the Indemnified Person, present

such counsel with a conflict of interest, ar (iv) the Indemnifying Party has failed to assume the defense of such. action and

employ counsel reasonably satisfactory to the Indemnified Person, it being understood, however, that the Indemnifying Partyshall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdictionarising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one

separate firm of attorneys at any time for all such Indemnified Persons. The Indemnifying Party shall not settle or compromise

or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action or claim in which

any Indemnified Person is or could be a party and as to which indemnification or contribution has or could have been sought by

such Indemnified Person pursuant to this Schedule I, unless such Indemnified Person has given its prior written consent to the

settlement, compromise, consent or termination (which consent shall not unreasonably be withheld) or such settlement,compromise, consent or termination includes an express complete and unconditional release of such Indemnified Person.

In order to provide for just and equitable contribution, if any claim for indemnification with respect to claims, liabilities, losses,

damages, expenses or actions in respect thereof covered by this Schedule I is found to be unenforceable in a final judgment by a

court of competent jurisdiction or is otherwise unavailable or insufficient to hold harmless an Indemnified Person (exceptdirectly due to the fraud, willful misconduct ar gross negligence of the Indemnified Person), then the Indemnifying Party shall,

in lieu of indemnifying such Indemnified Person, contribute to the amount paid or payable by such Indemnified Person as a

result of such claims, liabilities, losses, damages, expenses or actions in respect thereof, in such proportion as shall beappropriate to reflect the relative benefits received and relative fault of the Indemnifying Party on the one hand and theIndemnified Person on the other, as well as any other relevant equitable considerations. The relative fault shall be determined

by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged

omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Person and theparties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Indemnifying Party agrees that it would not be just and equitable if contributions pursuant to this Schedule I were to bedetermined by pro rata allocation or by any other method of allocation that does not take into account the equitableconsiderations referred to herein. No person found liable for a fraudulent misrepresentation or omission shall be entitled tocontribution from any person who is not also found liable for such fraudulent misrepresentation or omission. Notwithstanding

the foregoing, the aggregate contribution of all Indemnified Persons with respect to such claims, liabilities, losses, damages,expenses or actions in respect thereof shall not exceed the amount of fees actually received by Imperial Capital for its servicespursuant to the Agreement.

The foregoing indemnity, contribution and expense reimbursement provisions are not exclusive and shall be in addition to anyliability which the Indemnifying Party might otherwise have and shall not limit any rights or remedies which may otherwise be

available at law or in equity to the Indemnified Persons. These indemnification provisions shall (i) remain operative and in full

force and effect rebardless of any termination or expiration of the Agreement; (ii) inure to the benefit of any successors,

assigns, heirs or personal representative of any Indenmified Person; -(iii) shall remain operative and in full force and effect

regardless of any investigation made by or on behalf of any Indemnified Person, and (iv) shall be binding on any successor or

assign of the Indemnifying Party and each of its successors or assigns.

n~u~~ ~~~z~62s.2


Imperial Capital

]Oi(i{i Sep?eta alfa:aca k~C~nle~;zi~i, S:nre ~~~b0u l,os Au~;et ti, (.',~Iif<>r3va 9iiCEi7 Ck{I. ~ir~ ̂ ~tc~ 3;r'~ ~;~n, ~a7"?~99 t~:•~~ 3 f (7 7'? i!i00

February 23, 2018

AIG Asset Management (US) LLCPrivate Placements1 Montgomery Street, Suite 2500San Francisco, CA 94105Attention: Marcy LyonsManaging Director, Head of Workouts

Re: Areeont Vision LLC et. nl

Dear Marcy:

Reference is made to that engagement agreement (the "Efagagement Agreement," a copy of which is attached as

Exhibit I and incorporated by reference) dated on or about February 23, 2018, pu~•suant to which Arecont Vision, LLC

(together with its subsidiaries and affiliates, the "Company") has engaged Imperial Capital, LLC ("Imperial Capital") as

the non-exclusive financial advisor to the Company. Any capitalized terms not otherwise defined herein shall have the

meanings ascribed to such terms in the Engagement Agreement.

By this letter agreement (the AgreemenP'), AIG agrees that, with respect to its security interest in the Company's

assets, AIG shall consent to the payment of the fees (but not any right to indemnification) due to Imperial Capital pursuant

to the Engagement Agreement out of such collateral (or the proceeds thereo fl and prior to the repayment in full of the f1IG

Notes. Further, in the event that any of the services and transactions contemplated by the Engagement Agreement are

executed in connection with a proceeding under chapter l l ("Cllnpter 11") of Title 11 of the United States Code (the

"Bankruptcy Code"), AIG shall consent to the inclusion of the fees due pursuant to the Engagement Agreement in any

"cave-outs" for professional fees and expenses in effect pursuant to one or more financing orders entered by the

Bankruptcy Court having jw•isdiction over such Chapter 11 proceeding. Finally, AIG agrees that, in the event that AIG (or

its successor in interest) acquires the Company by means of a successful "credit bid" of all or a portion of the AIG Notes in

an auction conducted under Chapter 11, Imperial Capital shall be entitled under the Engagement Agreement to a fixed

M&A Transaction Pee of $500,000; provided that Imperial Capital renders material assistance, including testimony in

favor of any such "credit bid" which shall be paid from the Imperial Fund (as defined below). Furthermore, AIG agrees to

pay any Secondary Debt Transaction Fee from the proceeds paid to AIG from any Secondary Debt Transaction. Imperial

Capital acknowledges and agrees that AIG has consented to the settlement of certain claims by the Company pursuant to

which $500,000 from such settlement has been designated for payment of the fees due under the engagement Letter (the

"Imperial Fu~~rP'). AIG consents to the use of the Imperial Fund and imperial Capital agrees to pw~sue payment of its fees

and expenses from the Imperial Fund before seeking any right to use AIG's collateral in accordance with this Agreement.

On accowlt of the designated funds in the ]mperial Fund, AIG will have-no-duty or obligation to authof•ize the use of its

collateral to satisfy the first $500,000 of any amounts due and payable under the Engagement Agreement. For avoidance

of doubt, it is understood and agreed that A1G shall lave no liability, obligatio» or responsibility to pay any fee to Imperial

or consent to (or extend its consent with respect to) any carve-out for Imperial Capital's benefit if (i) the Company fails to

pursue or to close a transaction approved by AIG; (ii) the Company materially violates or breaches the terms of any

financing or cash collateral .order• in a bankruptcy case of t1~e Company; (iii) the Compan~~ seeks to cramdown AlG or

asseeC any claims against AIG or its interest in any of its collateral (or the priority ther•eo~ in a bankruptcy case of the

Company; or (iv) ]n~perial Capita] clirect~ly or indirectly, causes or participates in any act or omission that adversely a~Pfects

AIG's claims under the Notes or its interest in the collateral pledged as security for the Notes.

Active 369274082


:lrecvnt VisionFebruary 23, 2018Page 2 of 2

'This Agreement constitutes the entire agreement among the parties heretn related to €he subject matter hereof andsupersedes all prior agreements or euiderstandinns related to the subject matter hereof. if a~~}t provision <~f this Anreementis determined to be invalid, unlawh~l or unenforceable in any respect such defemii~iation shat nat affece such provision inany other reaped or any other provision oP ihis Agreement, which sha11 remain in full force; and erect. This Agreementtnay not be amended or otherwise modified or waived except by an insfrument in ~vtiting duly executed by both imperialCapital xnd AtG. No waiver by either party of ~iy provision hereof shall be taken or held to 6e a waiver of any subsequent.breach thereof. This Agrecrnent may not be assigned by either paM:y without ttie prior wriYt~n consent of the other pasty.This Agreemant shall be binding upon and inure solely to the benefit of ]mperial Capi[a1 and_AIG, and no other person orpersons shat! have the right to enforce the provisio~~s hereof.

'Phis figreement shall he construed, interpreted, governed and applied in akl respects in accordance with theinternal (aws of the State of New York, without giving effect in principles, of conflicts of haws. Except for claims forIndemnification any controversy, claim or dispute relating to this Agreement shall be resoted by binding arbatr3[ion inaccordance with the rules of the ,gmerican Arbitration Association pursuant to arbitration con ducted in New York County,7vew York or ttae United Slates Eiankruptcy Court having jurisdiction over the Company. 3udgment upon such arbitrationmay be entered in any court having jurisdiction thereof. The parties further acknowledge ttjat U~ey waive any right theyhave or may have to a trial by jury. If any litigation or arbitration shall ensue among tine plrties in connection with thisAgreement, the prevailing party shall be entitled to recover from the non-prevailing pa y or parties its reasonableattorneys' fees and other costs and expenses in connection therewith.

This Agreement may be executed in one oc mare counterparts (including by fae5imile), each of which shalEconstitute an original and all of which, when Yaken together, shall constitute one and the same ~nstEum~nt.

Please confirm that the foregoing correctly sets forth our agreement by signing and ~etuming tcs lmperial t'apitalthe enclosed original copy of this A fire: ment.

Yery trt7ty }•uLt~~.

[69YER1A€,!C' SPIT~L, LEC

I . -~'" ,..<._. --: ~; .,, - - _ _._:

I~Ts~rne: Jol»i L. ivt~ci: I1!Title: E~ee;Eiti~z 1?ice 1'rzsident

accepted and ageed as of the date Frst above written:

AIG ASSET MANAGEIYI ENT (~.JS) LLC

]3y: ---Name:/~cy Ly ns

-----

7'itle: N1an ~ Direc~ r

n~t~,~~ ~v~2~ar5.z


EXHIBIT I


Imperial Capital

lO:OQ 1<3?i:.a ~4ionica Ficri~levar<~. Stiit~ 2-{f;ii (< s A~:YcI, 5, { il,fclrnia 9~ Ofi7 "i~i i. "i l i> "_ i(, :i"~;ii iii(, ~r'y r>gg i A?~ I t) 7?' i0(~U

February 23, 2018

Arecont Vision, LLC425 East Colorado Street, 7th FloorGlendale, CA 91205Attention: Scott AvilaChief Restructuring Officer

Dear Scott:

Pursuant to this letter agreement (this "AgreemenP'), Arecont Vision, LLC (together with its subsidiaries and affiliates, the

"Company") hereby engages Imperial Capital, LLC ("Imperial CapitaP') as the non-exclusive financial advisor to the

Company in connection with (i) any material restructuring, rescheduling or other material modifications (a

"Restructuring") of the Company's liabilities, including without limitation, the liabilities under that Notes Purchase

Agreement dated March 31, 2014 between the Company and AIG Asset Management (US), LLC as investment advisor

(together with its affiliates, "AIG") due March 31, 2021 (the AIG Notes"); (ii) any debt or equity financing raised for the

Company (a "Financing"); (iii) the purchase by a third party (a "Secondary Debt Transaction") from AIG of some or all

of the AIG Notes; and/or (iv) any merger &acquisition transaction involving the Company or substantially all its assets

other than a credit bid by AIG for the assets securing the AIG Notes including any sale pursuant to 11 U.S.C. § 363 or

foreclosure sale (a "M&A Transaction"). For the avoidance of doubt, this Agreement supersedes (a) that restructuring

advisory agreement between the Company and Imperial Capital dated on or about October 10, 2017 (the "October 2017

AgreemenP') and (b) that mergers &acquisition advisory agreement between the Company and Imperial Capital dated on

or about April 25'", 2016, and Imperial Capital waives any fees under those agreements outstanding and unpaid as of the

date hereof. Pursuant to the prior engagement agreements with the Company, Imperial Capital has been paid $300,000 as

of January 15, 2018. Imperial Capital acknowledges and agrees that the Company has received or will receive certain

funds in connection with a settlement and that $500,000 of the proceeds of that settlement have been designated for the

payment of Imperial Capital's fees and expenses when earned under this Agreement (the "Imperinl Funr!").

Section 1. Services to be Rendered. As advisor to the Company, Imperial Capital agrees to perform the following

services as may be requested by the Company: (i) financial valuation of the ongoing operations of the Company; (ii)

assisting the Company in developing, evaluating, structuring and negotiating the terms and conditions of a potential

Restructuring, including the value of the securities, if any, that may be issued to certain creditors as part of the

Restructuring; (iii) assisting the Company in the preparation of solicitation materials with respect to a potential M&A

Transaction (such solicitation materials, including, without limitation, all exhibits, amendments and supplements thereto,

the "M&A Mtrterials"); (iv) assisting the Company in developing, evaluating, structw•ing and negotiating the terms and

co»ditions of a potential Financing; (v) assisting. the Company in developing, evaluating, structuring and negotiating the

terms and conditions of a potential M&A Transaction; and (vi) providing such other financial advisory services including

any testimony That may be required in connection with any proceeding to approve any transaction with respect to the

Company's financial issues as may from time to time be agreed upon between the Company and Imperial Capital.

Section 2. Compensatio». In consideration for the services to be provided under this Agreement, lu~per~ial Capital

shall be paid:

(i) ONE-TIMF, PAYiv1L;NT: On account of previously deferred portions of monthly fees payable

under the October 201.7 Agreement and waived hereunder, aone-time payment of $50,000, deemed earned upon payment,

payable upon execution of this Agreement.

Acti~~e 3692C62R2



(ii) MONTHLY ADVISORY FEE. A financial advisory fee of $75,000 per month (the "MontlTly

Advisory Fee"), payable monthly in advance during the term of this Agreement. Tlie first Monthly Advisory Fee shall be

payable upon execution of this Agreement and shall cover services rendered by Imperial, Capital from January 1, 2018 to

January 31, 2018. Each subsequent Monthly Advisory Fee shall be payable in advance on the first day of the new monthly

period. Fifty percent (50°/o) of the Monthly Advisory Fee will be credited against any Financing, M&A Transaction Fee,

Secondary Debt Transaction Fee, or Restructuring Fee ultimately payable under this Agreement.

and only one of the following:

(iii) FINANCING FEB. A financing fee (the "Fina~Tcin~ Transaction Fee"), payable in cash upon

the closing of, and out of the proceeds of, any financing transaction (a "Financing"), equal to five percent (5.0%) of the

commitment amount of any Financing (debt or equity) up to $20,000,000 and two and one half percent (2.5%) of the

commitment amount of any Financing exceeding $20,000,000 arranged by Imperial Capital for the Company, provided,

however, that no Financing Transaction Fee shall be payable on account of any Financing provided by (a) Michael

Kaplinsky, (b) Vladimir Berezin, or (c) AIG.

(iv) M&A TRANSACTION FEE. A M&A Transaction fee (the "M&A Transaction Fee"), payable

in cash upon the closing of a M&A Transaction, equal to the sum of (i) $500,000, plus (ii) two percent (2.0%) of

'Transaction Consideration (defined below) between $10,000,000 and $20,000,000, plus (iii) two and one half percent

(2.5%) of Transaction Consideration in excess of $20,000,000. For purposes of this Agreement, "Transaction

Consi~leration" shall mean the aggregate of all consideration received by the Company and/or its equity security holders,

the amount of any debt or liabilities assumed or repaid after the transaction, any preferred stock redeemed, and

consideration received with respect to the exercise of options, warrants or other rights of conversion. A M&A Transaction

shall be deemed to have been consummated upon the earliest of any of the following events to occur: (a) the acquisition of

a majority of the outstanding common stock of the Company by the Buyer; (b) a merger or consolidation of the Company

with or into the Buyer; (c) the acquisition by the Buyer of substantially all of the Company's assets; or (d) in the case of

any other M&A Transaction, the consummation thereof. For avoidance of doubt, a successful credit bid by AIG shall not

constitute an M&A Transaction. In the event that the consideration in a M&A Transaction is paid in whole or in part in the

form of securities or other assets, the value of such securities or other assets, for the purposes of calculating the M&A

Transaction Fee, shall be the fair market value thereof, as the parties hereto shall mutually agree, on the day prior to the

consummation of the M&A Transaction; provided, however, that, if such consideration includes securities with an existing

public trading market, the value thereof shall be determined by the average closing price for such securities over the last

ten (10) trading days immediately prior to such consummation. In the event that AIG (or its successor in interest) acquires

the Company or all or substantially all of its assets by means of a successful "credit bid" of all or a portion of the AIG

Notes in an auction conducted under chapter l l ("Chapter 11") of Title l l of'the United States Code (the "Bankruptcy

Coyle"), Imperial Capital shall be entitled to a fixed M&A Transaction Fee of $500,000 to be reduced by the credits of the

Monthly Advisory Fee paid.

(v) SECONDARY DEBT TRANSACTION SEE. Iu the event that Imperial Capital arranges a

Secondary Debt Transaction, a fee, payable in cash upon the closing and from the proceeds of such Secondary Debt

Transaction, equal to (i) one percent (l%) of the first $20,000,000 of proceeds, plus (ii) two percent (2%) of the next

$10,000,000 of proceeds, plus (iii) thf•ee percent (3%) of proceeds above $30,000,000.

(vi) RESTRUCTURING FEE. A Restructuring transaction fee (the "Restructurit7g Trai~snctio~7

Fee"), payable in cash upo» the closing of a Restructuring transaction, equal to $500,000.

Imperial Capital will make a substantial coi~~mitment of_professional time and effort IZereunder, which may

foreclose other opportunities for us. Moreover, ttie ~etual tine and effart required for the engage»~ent may vary substantially

fi-om time to tiil~e. In light of the numerous issues that niay arise in engage~~~e»ts such as this; Imperial Capital's commitment

of the time and effort necessary to address the issues that may arise in this engagement, Imperial Capital's expertise and

capabilities that the Company will require in this engagement, and tl~e market rate for professionals of Imperial Capital's stature

and reputation, the parties agree that the fee arrangement provided herein is ,just and reasonable, fairly compensates Imperial

Capital, and provides the requisite certainty to the Company.

Active 369266282



In addition, without regard to whether the Restructuring is consummated or this Agreement expires or is

terminated, all reasonable and documented fees, disbursements and out-of-pocket expenses (the "Expenses") incurred by

Imperial Capital in connection with the services to be rendered hereunder (including, without limitation, reasonable attorneys'

fees of a single law firm, travel and lodging expenses, overtime, word processing charges, messenger services, duplicating

services, and other customary expenditures) shall be reimbursed to Imperial Capital, or paid on behalf of Imperial Capital,

promptly as billed. Imperial Capital shall be paid a cash deposit of $5,000 (the "Deposit") against expenses upon the execution

of this Agreement. Any unused amounts of the Deposit will be returned to the Company upon demand.

The Company shall use its commercially reasonable efforts to provide for the payment of the fees and

expenses set forth in Section 2 hereof in full pursuant to any plan of reorganization submitted to the Bankruptcy Court (as

hereinafter defined) for confirmation.

Notwithstanding the foregoing, in the event a Restructuring is consummated pursuant to or in com~ection with

a prepackaged plan of reorganization, the fees payable to Imperial Capital hereunder shall be deemed earned and payable in full

and the services of Imperial Capital pursuant to Section 1 hereof shall be deemed completed upon the confirmation of the plan

of reorganization (whether through cramdown procedures or otherwise) in the Chapter 11 case. Additionally, in the event the

Restructuring is consummated pursuant to apre-negotiated plan of reorganization, the fees payable to Imperial Capital

hereunder shall be deemed earned and payable in full and the services of Imperial Capital pursuant to Section 1 hereof shall be

deemed completed upon the confirmation of a plan of reorganization in the Chapter 11 case. In either of such events and as

part of the services provided for in consideration of the fees set forth in Section Z of this Agreement, Imperial Capital shall

provide during the Chapter 11 case such additional services as are reasonably necessary (including testimony) to confirm and

consummate the prepackaged or pre-negotiated plan, as applicable.

In the event a Restructuring is not consummated pursuant to a prepackaged or pre-negotiated plan of

reorganization, or the fees payable to Imperial Capital pursuant to Section 2 hereof are not deemed earned and payable in full

prepetition (for any reason whatsoever), or upon the request of Imperial Capital, the Company shall timely apply to the

bankruptcy court having jurisdiction over the Chapter I 1 bankruptcy case or cases of the Company (the "Bankruptcy CourP')

for the approval of this Agreement and Imperial Capital's retention hereunder pursuant to sections 327 and 328 of the

Bankruptcy Code and not subject to any other standard of review under Section 330 of the Bankruptcy Code. The Company

shall supply Imperial Capital with a draft of such application and any proposed order authorizing Imperial Capital's retention

that is proposed to be submitted to the Bankruptcy Court sufficiently in advance of its filing, to provide Imperial Capital with a

reasonable opportunity to review and comment thereon. Imperial Capital shall have no obligation to provide any services under

this Agreement if the Company becomes a debtor under the Bankruptcy Code unless Imperial Capital's retention is approved

under Section 328(a) of the Bankruptcy Code, by a final order of the Bankruptcy Court no longer subject to appeal, rehearing,

reconsideration or petition for certio~•ari, and which is acceptable to Imperial Capital. ]f the Company becomes a debtor under

the Bankruptcy Code and Imperial Capital's engagement hereunder is approved by the Bankruptcy Court, the Company shall

pay all fees and expenses of Imperial Capital hereunder as promptly as practicable in accordance with the terms hereof Prior to

commencing a Chapter 1 l case, the Company shall pay all undisputed amounts theretofore due and payable to Imperial Capital

in cash. For the avoidance of doubt, Monthly Advisory Fees of $75,000 per month shall continue during the pendency of any

Chapter 1 l proceeding subject to the other terms and conditions hereof and to Bankruptcy Court approval.

The Company will use its commercially reasonable efforts to ensure that (i) l~nperial Capital's post-petition

compensation, expense reimbursements and payment received pw-suant to the provisions of Sc}~edule I shall be entitled to

priority as expenses of administration under sections 503(b)(1)(A) and 507(a)(2) of the Ban]<ruptcy Code, and (ii) any fee due

to Imperial Capital under this Agreement shill be i»cl~ided iu and entitled to the benefits of any "cave-outs" for' professional

fees and expenses in effect pursuant to one or more financing orders entered by the Bankruptcy Gou~~t. ro)lowing entry of an

order authorizing our retention, the Company will reasonably assist Imperial Capita] in preparing, filing and serving fee

statements, interim fee applications, aid a final fee application. The Co~~~pany will support Imperial Capital's fee applicatio~is

that are consistent with this agreement in papers filed with tl~e Bankruptcy Court a~~d during any Bankruptcy Cotn•t hearing.

The Company will pay prompTly lmperia] Capital's fees end expenses ap}~roved by the Bankruptcy Court and in accordance

with the Bankruptcy Rules.

Active 369266282


Arecont VisionFebruary 23; 2018Page 4 of 8

The Company will use its commercially reasonable efforts to ensure that, to the fullest extent permitted bylaw, any confirmed plan of reorganization or liquidation in the Bankruptcy Case contains typical and customary releases (bothfrom the Company and from third parties) and exculpation provisions releasing, waiving, and forever discharging ImperialCapital, its divisions, affiliates, any person controlling Imperial Capital or its affiliates, and their respective current and former

directors, officers, partners, members, agents and employees from any claims, obligations, suits, judgments, damages, demands,

debts, rights, causes of action and liabilities related to the Company or the engagement described in this agreement.

It is contemplated that, notwithstanding any security interest it has in the Company's assets, AIG, by separateagreement, shall consent to the payment of the fees due to Imperial Capital pursuant to this Agreement (including the paymentof a fixed M&A Transaction Fee of $500,000 in the event of a successful "credit bid" by AIG) out of the Imperial Fund or the

proceeds thereof and prior to the repayment in full of the AIG Notes, and further shall agree to pay any Secondary DebtTransaction Fee from the proceeds of any Secondary Debt Transaction.

All fees and expenses payable to Imperial Capital pursuant to this Section 2 shall be payable in cash via wiretransfer to an account designated by Imperial Capital. No fee paid or payable to Imperial Capital or any of its affiliates shall be

credited against any other fee paid or payable to Imperial Capital or any of its affiliates.

As further consideration, the Company agrees to the indemnification and other obligations set forth inSchedule I attached hereto, which schedule is an integral part hereof and incorporated herein by reference.

Section 3. Term and Scope of Enga ems. Tlie advisory services and compensation arrangements set forth herein do

not encompass any specific services not set forth in Section 1. The compensation arrangements pursuant to Section 2 hereof

shall commence effective as of the date hereof and shall continue thereafter on a month-to-month basis pursuant to the termshereof until the earlier of (i) consummation of the later of a Financing, a M&A Transaction, a Secondary Debt Transaction, or aRestructuring; or (ii) termination of this engagement and Agreement. This Agreement may be terminated by either theCompany or Imperial Capital upon seventy two (72) hours prior written notice. Upon any termination or expiration of thisAgreement, Imperial Capital shall be entitled to receive prompt payment of all unpaid fees and expenses accrued pursuant to

Section 2 hereof up to and including the date of such termination or expiration. Sections 2, 3, 5, 6, 9, 10 and 11 of thisAgreement and the indemnity and other provisions contained in Schedule I shall remain operative and in full force and effectregardless of any termination or expiration of this Agreement.

Notwithstanding the foregoing paragraph, if, at any time prior to [6] months after the termination or expiration of thisAgreement for any reason, the Company (a) enters into any Financing, M&A Transaction, or Restructuring contemplated bythis Agreement (or any formal or informal agreement to consummate such transaction or transactions) and the Companyconsummates any such transaction or transactions, or any widerstanding, statement or letter of intent or agreement, whetherbinding or non-binding, and whether explicit or implicit, is entered into during such period which subsequently results in aconsummated transaction, whether or not such consummated transaction occurs within such [6] month period, then ImperialCapital shall, iri each case, iii addition to any expense reimbursement due, be entitled to payment in full of the compensationdescribed in Section 2 of this Agreement with respect to such transaction or transactions. The foregoing shall not apply to any

credit bid transaction by AIG unless Imperial Capital has provided testimony or other evidence required to consummate the

credit bid transaction or to any Secondary Debt Transaction.

Section 4. Cooperatio». The Company, in its sole discretion, shall: (i) furnish Imperial Capital with all current andhistorical financial and other information and data regarding the business and financial condition of the Company("brformatim~") as Imperial Capital reaso~~ably believes appropriaCe i~~ connection with its services hereunder; (ii) provideImperial Capital with access Co the officers, directors, employees and professional advisors of tl~e Company as Imperial Capitalreasonably believes appropriate in connection with its services hereunder; and (iii) as applicable, furnish l~nper•ial Capital withthe Restructuring Offering Materials. The Company agrees that it and its counsel will be solely responsible for ensuring thatany Resti-uchiring Offering Materials comply in al] respects with applicable law. The Company agrees that neither tl~eInformation ~~or Restructuring Offering MaCerials will coi~t~ain any untrue statement of a ~~~ateria] fact or omit t~o state a materialfact necessary to male the statements therein not ~~~isleading ii1 light of the circumstances under which they were made. TheCompany will promptly notify Imperial Capital if it learns of any material inaccuracy or misstatement in, or material omissionfrom, any ]nfonna'tion or Restructuring Offering Materials theretofore delivered to Imperial Capital. The Co~~~pauy will also

Active 369266282


Arecont VisionFebt•uaiy 23, 2018Page 5 of 8

cause to be furnished to Imperial Capital at any closing of the Restructuring, copies of such agreements, opinions, certificates

and other documents delivered at the closing as Imperial Capital may reasonably request.

The Company recognizes and confirms that Imperial Capital, in connection with performing its services

hereunder: (i) will be relying without investigation upon information that is available from public sources and upon the

Information and Restructuring Offering Materials supplied to it by or on behalf of the Company; (ii) shall not in any respect be

responsible for the accuracy or completeness of such public information, Information or and Restructuring Offering Materials

or have any obligation to verify the same; (iii) shall not conduct any appraisal of any assets of the Company; and (iv) may

require that any and all Restructuring Offering Materials contain appropriate disclaimers consistent with the foregoing.

Section 5. Confidentiality. Both the Company and Imperial Capital agree that any reference to Imperial Capital by

the Company or to the Company by Imperial Capital in any release, communication, or other material is subject to Imperial

Capital's and Company prior written consent, which may be given or withheld. Any advice, written or oral, provided by

Imperial Capital pursuant to this Agreement shall be treated by the Company and Imperial Capital as confidential, shall be

solely for the information and assistance of the Company and, if requested by AIG, in connection with its consideration of the

matters set forth in Section 1 hereof and shall not be used, circulated, quoted or otherwise referred to for any other purpose, nor

shall it be filed with, included in or referred to, in whole or in part, in any registration statement, proxy statement, offering

materials or other communication, whether written or oral, prepared, issued or transmitted by the Company or Imperial Capital

or any of their affiliates, directors, officers, employees, agents or representatives, without, in each instance, Imperial Capital's

and Company prior written consent, which may be given or withheld; provided, however, that the foregoing shall not apply to

any information which becomes publicly available other than as a result of the breach by the Company of the undertakings

hereunder, or that which the Company is required to disclose by judicial or administrative process in connection with any

action, suit, proceeding or claim. The terms and provisions of the Nondisclosure Agreement dated the 10th day of October

2017 are incorporated herein by reference.

Section 6. Conflicts. The Company acknowledges that Imperial Capital and its affiliates may have and may continue

to have investment banking and other relationships with parties other than the Company pursuant to which Imperial Capital

may acquire information of interest to the Company. Imperial Capital shall have no obligation to disclose such information to

the Company, or to use such information in connection with the matters set forth in Section l hereof. Notwithstanding the

Company's obligation to pay the fees and expenses of Imperial Capital hereunder, to indemnify Imperial Capital and to provide

Imperial Capital with Information, the Company recognizes that Imperial Capital is being engaged hereunder to provide the

services described above only to the Company and is not acting as an agent or fiduciary of, and shall have no duties or liability

to, the equity holders of the Company or any third party in connection with its engagement hereunder, all of which are hereby

expressly waived. No one other than the Company is authorized to rely upon the engagement of Imperial Capital hereunder or

any statements, advice or conduct by Imperial Capital

7'he Company acknowledges that Imperial Capital or its affiliates may, from time to time, quote a market in

or make purchases or sales for their own accounts or the accounts of its brokerage customers in debt or equity securities of or

claims against the Company and Imperial Capital's research department may express views or opinions with respect thereto.

Imperial Capital has, and agrees to maintain, information ban•iers between Imperial Capital's corporate finance department and

its sales and trading department and research department; pursuant to which Imperial Capital's corporate finance employees are

prohibited froth disclosing confide~~tial information to Imperial Capital's sales and trading or research employees.

Section 7. Public Announcements. Imperial Capital, upon obtaini»g from the Co~~~pany prior written conse~~t, that

~~~ay be given or withheld, shall have the right to place announceine»ts and advertisements on our website and in financial and

other newspapers and journals, at its own expense, describing its services in co~~»ection with the Restructuring and other

services rendered pursuant to this Agreement.

Section 8. Pntire Agreement• Severability~ Amendments; Assigmnents. This Agreement constitutes the entire

agreement among the parties hereto related to the subject matter hereof and supersedes all prior agreements or

understandings related to tl~e subject ~~~atter hereof. if any provision of this Agreei~~ent is determined to be invalid,

u~~lawful or unenforceable in a»y respect, such deteri~~ination s}~all not affect such provision in any other respect or any

other provision of this Agree»~eut, which shall remai~~ in full force and effect This Agreeme»t~may not be amended orActive 369266282


A.racoltt Vision

Tebrua7y 23, 2018Wage 6 of 8

otherwise modi~:ed or waived except by an instrument iii w~~itiii ;duly executed- by bath l.mperiat Capitat and tl~e Com}~anyand approved by SIG. N~ waiver by either pasty of any provision hereof shall be taken or held to be a waiver of anysubseq~ient breach thereof. This Ag~•eement may not be assigned by either party without the prier ~rritten consent of theother parry. This ~~reement shall be binding 'upon and intu•e to the benefit of the Coz~lpan}~, Imperial Capital, eachIndei~~ni~ecl Person (as defined in Schedule I hereto} and their respecTzve peritlitted successors a~~d assi~mas, ancf no otherperson or }persons shall lave tl~e right to enforce floe provisions hereof

Section 9. Governing Lativ; For~un. This Agreement shall be construed, interpreted, ;~venied and applied in allrespects in accordance with tt~e iz~ternaI laws cif the State- of California; ~~it~iout giving effect t~ principles of conflicts ofIaws and the Bankruptcy Code. ~:~cept for Indenmifieation claims under schedule 1, any controversy, claim ar disputerelating tc~ this Agreement shall be resolved by binding. arbitration in accordance with the rules of the tln~erican f1~-bitrationAssociation pursuant to ar'~it~~atian conducted.irr Lc~s Angeles County, California ar by the United States Banl~ruptcy Courthaving jurisdiction over the Company. Judgment upon such arbitration 3nay be .entered in any court leaving jurisdictionthereof ~~Jith respect to claims fay Inden~nificltion under schedule I the parties hereby consent to the jurisclictio~i of an}°State or Federal Court located within Las Angeles County, California: ̀I~he parties fi~rther {~ch~~awledge that they ~,~aive anyright thay have ar may have to a trial by jury with regard to the ctain~s of Incle►~nification provided under Schedule I. Ifariy litigation or arbitration shall ensue among the. parties in connection with this Agreement or arising -out of ImperialCapital's engaget~ient hereunder, the prevailing party shall be entit3ed to recover frc~n~ the non-prevailing party or parties itsreasonable attorneys' fees_ and other cosfs and expenses in connection therewith.

Section 10. Counterparts. This Agreement may be executed in one a~• more counterparts (includin; by facsiznite},each o.F wl~.ich -shall constitute an original and all Uf which, dvhe~~ taken together, shall cor~stiflrfe one -and the sameiz~struinent.

Please ~on£irm that the foregoing correctly sets forth our agreement by signing and returning to imperial CapiTatthe enclosed original copy of this Agreement.

Very truly yours,

IiNPER~Ai, CAPITAL, LLC

,~~~ A~'"~ -° -

T~r~~~3ohn E. Mack ITT~:~T~~tle: Executive Vice President

~ccepEed and agreed as of the date first above written:

\~ ~ ~ ~'~y , ~ ~: t `_~ ` ~sgT~ 4

Name: Scott t~ i"CitlE: ChiefRestn3cturi,ng f)Fficer

n~c~v~ 3c,~z6~28.2


At~econt Vision

February 23, 2018

Page 7 of 8

Schedule I

This Schedule I is a part of and is incorporated into that certain letter agreement (the ̀ Agreement") dated February 23, 2018 by

Arecont Vision, LLC (together with its subsidiaries and affiliates, the "Compnny") and Imperial Capital, LLC ("Imperial

CapitaP').

Any and all obligations and agreements of the Company under this Schedule I shall be equally applicable to, and binding upon,

each of the Company's bankruptcy estates and any chapter 7 trustee appointed in the Company's bankruptcy cases, in each such

case to the extent applicable.

Because Imperial Capital will be acting on behalf of the Company in connection with the services contemplated by the

Agreement, and as part of the consideration for the agreement of Imperial Capital to furnish its services pursuant to the

Agreement, the Company (the "h2tlentttifying Party") agrees, jointly and severa]ly, to indemnify and hold harmless Imperial

Capital and its affiliates, and their respective officers, directors, partners, members, shareholders, employees, representatives,

consultants, advisors and agents and each person, if any, who controls Imperial Capital or any of its affiliates within the

meaning of the Securities Act of 1933, as amended, (Imperial Capital and each such other person being referred to as an

"Indemnified Person"), to the full extent lawful, from and against all claims, liabilities, losses, damages and expenses, or

actions in respect thereof, as incurred, based upon, related to, arising out of, or in connection with (i) actions taken or omitted to

be taken by the Company and their affiliates, officers, directors, counsel, employees or agents, (ii) actions taken or omitted to

be taken by any Indemnified Person pursuant to the terms of, or in connection with, the services rendered pursuant to the.

Agreement or in connection with any Restructuring or proposed transaction contemplated thereby or any Indemnified Person's

role in connection therewith, and (iii) and any untrue statement or alleged untrue statement of a material fact contained in any

of the Information or Restructuring Offering Materials (each as defined in the Agreement) or omission or alleged omission to

state a material fact required to be stated therein to make the statements therein not misleading in light of the circumstances

under which they were made, and shall reimburse each Indemnified Person promptly upon demand for any legal or other

expenses (including, without limitation, fees and expenses of counsel) reasonably incm•red by that Indemnified Person in

connection with investigating, preparing to defend, defending against, or appearing as a third party witness, in connection with

any such claims, liabilities, losses, damages, expenses or actions; provided, however, that the Indemnifying Party shall not be

responsible for any claims, liabilities, losses, damages, expenses or actions of any Indemnified Person to the extent, and only to

the extent, that it is determined in a final judgment by a court of competent jw~isdiction that such claims, liabilities, losses,

damages, expenses or actions resulted directly from the fraud, willful misconduct or gross negligence of the Indemnified

Person. No Indemnified Person shall have any liability to the Company, or any of their respective affiliates, officers, directors,

partners, members, shareholders, employees, representatives, consultants, advisors and agents in connection with the services

rendet•ed pursuant to the Agreement except to the extent, and only to the extent, that it is determined in a final judgment by a

court of competent jurisdiction that such claims, liabilities, losses, damages, expenses or actions resulted directly from the

fraud, willful misconduct or gross negligence of the Indemnified Person.

Promptly upon receipt by an Indemnified Person of notice of any claim or the commencement of any action, if an

indemnification claim in respect thereof is to be made against the Iudeinnifying Patty, the Indemnified Person shall notify the

Indemnifying Party in writing of the claim or commencement of such action; provided, hoineve~~, that the failw•e to so notify

shall not relieve the Inde~nnifyi»g Parry fi•om any liability which it may have pursuant to this Schedule l except to the extent,

and only Co the extent, that it has been materially prejudiced by such failure to so notify; and, provided, fiu•ther, that the failw•e

to so notify shall not relieve the Inde~~~nifying Party from any liability it may have to an hldemnified Person otherwise than

pursuant to this SchedLile 1. ]f any such claim or action shall be brought against an Indemnified Person, the Indemnifying Party

shall be entitled to participate therein and to assume the defense thereof at its expense with counsel reasonably satisfactory to

the lndemnifed Person. After notice from the Indem~~ifying Party to tl~e Indemnified Person of its election to assume the

defense of such claim or action, the ]ndemnifyi»g Party shall not be liable to the Indemnified Person lender this Schedule 1 for

a~~y legal or ocher expenses subsequently incurred by the Indemnified Person i~~ connectio» with the defense thereof other than

reasonable costs of investigation; provided, hoivener, that any Indemnified Person shall have the right to employ a single

separate cou~~sel in ar~y such action and to participate in the defense thereof; and, ~roi~rcled, f~n~~lher, that Inde~~~t~ifying Party

shall continue to be liable for the legal or other expenses incurred by the l~~denu~ified Person in connection with the defense of

such action if (i) the employi~~ei~t of such separate cotimsel }gas been specifically authorized by the Indemnifying Party in

Active 3692662a2



writing, (ii) such Indemnified Person shall have been advised by counsel that there may be one or more legal defenses available

to it which are different from or in addition to those available to the Indemnifying Party and in the reasonable judgment of such

counsel it is advisable for the Indemnified Person to employ separate counsel (in which case the Indemnifying Party shall not

have the right to assume the defense of such action on behalf of the ]ndemnified Person), (iii) the use of counsel chosen by the

Indemnifying Party to represent the Indemnified Person would, in the reasonable judgment of the Indemnified Person, present

such counsel with a conflict of interest, or (iv) the Indemnifying Party has failed to assume the defense of such action and

employ counsel reasonably satisfactory to the Indemnified Person, it being understood, however, that the Indemnifying Party

shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction

arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one

separate firm of attorneys at any time for all such Indemnified Persons. The Indemnifying Party shall not settle or compromise

or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action or claim in which

any Indemnified Person is or could be a party and as to which indemnification or contribution has or could have been sought by

such Indemnified Person pursuant to this Schedule I, unless such Indemnified Person has given its prior written consent to the

settlement, compromise, consent or termination (which consent shall not unreasonably be withheld) or such settlement,

compromise, consent or termination includes an express complete and unconditional release of such Indemnified Person.

In order to provide for just and equitable contribution, if any claim for indemnification with respect to claims, liabilities, losses,

damages, expenses or actions in respect thereof covered by this Schedule I is found to be unenforceable in a final judgment by a

court of competent jurisdiction or is otherwise unavailable or insufficient to hold harmless an Indemnified Person (except

directly due to the fraud, willful misconduct or gross negligence of the Indemnified Person), then the Indemnifying Party shall,

in lieu of indemnifying such Indemnified Person, contribute to the amount paid or payable by such Indemnified Person as a

result of such claims, liabilities, losses, damages, expenses or actions in respect thereof, in such proportion as shall be

appropriate to reflect the relative benefits received and relative fault of the Indemnifying Party on the one hand and the

Indemnified Person on the other, as well as any other relevant equitable considerations. The relative fault shall be determined

by reference to, among other things, whether any unt3•ue or alleged untrue statement of a material fact or the omission or alleged

omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Person and the

parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Indemnifying Party agrees that it would not be just and equitable if contributions pursuant to this Schedule I were to be

determined by pro rata allocation or by any other method of allocation that does not take into account the equitable

considerations referred to herein. No person found liable for a fraudulent misrepresentation or omission shall be entitled to

contribution from any person who is not also Found liable for such fraudulent misrepresentation or omission. Notwithstanding

the foregoing, the aggregate contribution of all Indemnified Persons with respect to such claims, liabilities, losses, damages,

expenses or actions in respect thereof shall not exceed the amount of fees actually received by Imperial Capital for its services

pursuant to the Agreement.

The foregoing indemnity, contribution and expense reimbursement provisions are not exclusive and shall be in addition to any

liability which the Indemnifying Party might otherwise have and shall not limit any rights or remedies which may otherwise be

available at la~v or in equity to the Indemnified Pef•sons. These indemnification provisions shall (i) remain operative and in hill

force and effect regardless of any termination or expiration of the Agreement; (ii) inm•e to the benefit of any successors,

assigns, heirs or personal representative of any Indemnified Person; (iii) shall remain operative and in fu11 force and effect

regardless of any investigation made by or on behalf of any Indemnified Person, and (iv) shall be binding on any successor or

assign of the Indemnifying Party and each of its successors or assigns.

Active 369266282


EXHIBIT C

SALE ORDER



IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF llELAWARE

1n re:

ARECONT VISION HOLDINGS, LLC, et al.,'

Debtors.

Chapter 11

Case No. 18-11142 (CSS)

Docket Ref. Nos. 62, 110

ORI}ER (A) AUTHORIZING THE SALE OF SUBSTANTIALLYALL OF THE DEBTORS' ASSETS PURSUANT TO ASSET

PURCHASE AGREEMENTS) FREE AND CLEAR OF LIENS,CLAIMS AND ENCUMBRANCES, AND OTHER INTERESTS, ANDOTI~ER INTERESTS; (B) APPROVING THE ASSUMPTION AND

ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIREDLEASES RELATED THERETO; AND (C) GR.A.NTING RELATED RELIEF

This matter coming before the Court on the motion (the "Motion")2 of the above-

captioned affiliated debtors and debtors in possession (the "Debtors") for the entry of an order

pursuant to sections 105(a), 363, 365 and 503 of title 11 of the United States Code (the

"Bankruptcy"), Rules 2002, 6004, 6006, 9007, and 9014 of the Federal Kules of

Bankruptcy Procedure (as amended from time to time, the "Bankniptcy Rules"), and Rule 6004-

1 of the Local Rules of Bankruptcy Practzce and Procedures of the Bankruptcy Court for the

District of Delaware (the "Local Rules'') (a) authorizing the sale of the Assets free and clear of

Liens, Claims and Encurnbrances, and other interests, except as provided in the asset purchase

agreement by and between the Debtors and Arecont Vision Costar LLC, an affiliate of Costar

Technologies, Inc. and Costar Video Systems, I,LC (the "Successful Bidder") and (b) approving

~ The Debtors and the last four digits of their U.S. tax identification number are Arecont Vision Holdings, LI_,C(9] 87), Arecont Vision, LLC (lal0), and Arecont Vision IC DISC. (5376). The Debtors' noticing address in thesechapter i l cases is 42S Colorado Street, Suite 700, Glendale, CA 91205.

z Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.

ROCS S{~:9715A.S 05062/002



the assumption and assignment of certain of the Debtors' executory contracts and unexpired

leases related thereto to the Successful Bidder; and (c) granting related relief; and the Court

having reviewed the Motion and the Court having found that (i) the Court has jurisdiction to

consider the Motion and the xelief requested therein puxsuant to 28 U.S.C. §§ 157 and 1334; (ii)

venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409; (iii) this is a core

proceeding pursuant to 28 U.S.C. § 157(b); (iv) notice of the Motion was sufficient under the

circumstances; and after due deliberation the Court having determined #hat the relief requested in

the Motion is in the best interests of the Debtors, their estates and their creditors; and good and

sufficient cause having been shown;

AND IT IS FURTHER FOUND AND DETERMINED THAT:

A. The findings and conclusions set forth herein constitute the Court's

findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to

this proceeding pursuant to Bankruptcy Rule 9014.

B. The Debtors' notice of the Bid Procedures [Docket No. 15S], the Cure

Amounts [Docket No. 114] as amended by a supplemental notice [Docket No. 156], the Auction

and the hearing [Docket No. 139) to approve any sale of the Assets {the "Sale Hearing") was

appropriate and reasonably calculated to provide all interested parties with timely and proper

notice, and no other or further notice is required.

L. The Successful Bidder is not a successor to Debtors or this bankz~uptcy

estate by any reason or theory of law or equity, and that Successful Bidder shall not he subjec to

successor liability for any acts of the Debtors; conduct of the Business, ar products sold, in each

2



case prior to Closing.

D. The. Purchase Price was negotiated at arms' length and constitutes fair

consideration for the Assets. The Successful Bidder is a good faith purchaser of the Assets

pursuant to section 363(m} of the Bankruptcy Code.

E. Notice of the hearing on the Motion of the Sale and any related Auction

was proper under the Bankruptcy Code, Bankruptcy Rules and Local Rules;

F. To the extent any of the following findings of fact constitute conclusions

of law, they are adopted as such.

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED as set forth herein. The sale of the Assets to

the Successful Bidder on the terms and conditions set forth in the Successful Bidder APA

{defined below) are approved. The Debtors are authorized to consummate the transactions under

the Successful Bidder APA in accordance with this Order.

2. All objections and responses to the Motion that have not been overruled,

withdrawn, waived, settled or resolved, and all reservations of rights included therein, are hereby

overruled and denied.

3. The Successful Bidder's offer for the Assets, as embodied in the

Successful Bidder's asset purchase agreement (as amended, the "Successful Bidder's ~1PA"), is

the highest and best offer for the Assets and is hereby approved.

4. The Successful Bidder's APA arulexed hereto as Exhibit 1 (inclusive of

the amendment attached hereto as Exhibit 1.A) is hereUy approved pursuant to section 363(b) of



the Bankruptcy Code; and the Debtors are authorized to consummate and perform all of their

obligations under the Successful Bidder's APA and to execute such other documents and take

such other actions as are necessary or appropriate to effectuate the Successful Bidder's APA.

Pursuant to section 3630 of the Bankruptcy Code, the Assets may be sold

and transferred free and clear of all Liens, Claims and Encumbrances, and other interests, except

as otherwise provided in the Successful Bidder's APA, with any and all such Liens, Claims and

Encumbrances, and other interests to attach to proceeds of such sale with the same validity (or

invalidity), priority, force, and effect such Liens, Claims and Encumbrances, and other interests

had on the Assets immediately prior to the Sale and subject to the rights, claims, defenses, and

objections, if any, of the Debtors and all interested parties with respect to any such asserted

Liens, Claims and Encumbrances, and other interests.

6. The Successful Bidder is not a successor to Debtors or these bankruptcy

estates by any reason or theory of law or equity, and the Successful Bidder shall not be subject to

successor liability for any acts of the Debtors, conduct of the Business, or products sold, in each

case prior to Closing. All creditors or other persons are hereby barred from bringing any claim

or asserting any Liens, Claims and Encumbrances, and other interests against the Successful

Bidder or the Assets, except as relates to Assumed Liabilities.

7. Pursuant to section 365 ofthe Bankruptcy Code, the assigiunent and

assumption of the Assumed Executory Contracts of the Debtors, as identified in the Successful

Bidder's APA, by t}ie Successful Bidder, is hereby authorized and approved in all respects.



The Successful Bidder shall pay, concurrently with the Closing and as a condition to Debtors'

assumption and assignment thereof, all cure amounts owing to the countetparties to the Assumed

Executory Contracts That are assumed at the Closing. Any provision in an Assumed Executory

Contract that purports to prohibit the assignment of such Assumed Executory Contract, or that

purports to allow the counterparty to terminate, recapture, or impose penalties upon assignment,

constitutes an unenforceable anti-assignment provision, and is void and of no force or effect.

Upon Closing, in accordance with Sections 363 and 365 of the Bankruptcy Code, the Successful

Bidder shall be fully and irrevocably vested with all right, title and interest of the Debtors under

the Assumed Executory Contracts and the Assumed Executory Contracts shall remain in full

force and effect for the benefit of the Successful Bidder. The Successful Bidder has provided

adequate assurance of future performance under the Assumed Executory Contracts within the

meaning of Section 365 of the Bankruptcy Code.

8. Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code, the Sale

by the Debtors to the Successful Bidder of the Assets and transactions related thereto, upon the

closing under any Successful Bidder's APA, are authorized and approved in all respects.

9. The stays provided fUr in Bankruptcy Rules 6004(h) and 6006(d) are

hereby waived and this Order shall be effective immediately upon its entry

10. The terms of this Order shall be binding on the Successful Bidder and its

successors, the Debtors, creditors of the Debtors; the non-Debtor parties to the Assumed

executory Contracts, and all other parties in interest ila this Bankruptcy Case, and any successors.

F7



of the Debtors, including any trustee or examiner appointed any of these cases or upon a

conversion of any of these cases to Chapter 7 of the Bankruptcy Code.

11. The Successful Bidder is a good faith purchaser entitled to the benefts,

protections and immunities afforded by section 363(m) of the Bankruptcy Code. No reversal or

modification of this .Order on appeal_ will affect the validity of the Successful Bidder's APA or

the Closing of, or terms of, the #ransaction contemplated thereby. The Successful Bidder is not

an "insider" as defined by Section 101 of the Bankruptcy Code. Neither the Debtors nor the

Successful Bidder is or will be entering into the Successful Bidder's APA fraudulently, or for the

purposes of hindering, delaying or defrauding any of the Debtors' creditors, and the Purchase

Price constitutes reasonably equivalent and fair value (as those terms or their equivalents are

defined by the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and

Section 548 of the Bankruptcy Code) for the purchased Assets.

12. With respect to the transactions consummated pursuant to thSs Order, this

Order shall be sole and sufficient evidence of the transfer of title to any particular purchaser, and

the sale transaction consummated pursuant to this Order shall be binding upon and shall govern

the acts of all persons and entities who may be required by operation of law, the duties of their

office, or contract, to accept, file, register, or otherwise record ox release any documents or

instruments; or who may be required to report or insure any title or state of title in or to any of

the property sold pursuant to this Order, including without limitation, all filing agents, filing

officers, title agents; title companies, recorders of mortgages, recorders of deeds, ad~tlinistrative

agencies; governmental departments, secretaries of state, and federal, state, and local officials,



and each of such persons and entities is hereby directed to accept this Order as sole and sufficient

evidence of such transfer of title and shall rely upon this Order in consummating the transactions

contemplated hereby.

13. This Court retains,jurisdiction to interpret, implement and enforce the

provisions of, and resolve any disputes arising under or related to, this Order and the Successful

Bidder's APA, all amendments thereto, any waivers and consents thereunder and each of the

agreements executed in corulection therewith.

14. The failure specifically to include any particular provision of the

Successful Bidder's APA or any of the documents, agreements, or instruments executed in

connection therewith in this Order shall not diminish or impair the force of such provision,

document, agreement, or instrument, it being the intent of the Court that the Successful Bidder's

APA and each document, agreement, or instrument be authorized and approved in its entirety.

15. The Successful Bidder's APA and any related agreements, documents, or

other instruments may be modified, amended, or supplemented by the parties thereto in

accordance with the terms thereof without further order of the Court, provided that any such

modif cation, amendment, or supplement does not have a material adverse effect on the Debtors'

estates.

~ 6. To the extent that the sale to the Successful Bidder does not close under

the terms of the Successful Bidder's APA, the last bid submitted by Arecont Technologies LLC,

an affiliate of Turilspire Capital Partners, LLC (the "Back-Up Bidder"), and accepted by the

Debtors, is approved and references herein to the Successful Bidder and the Successful Bidder's

7


Case 18-11142-CSS Doc 168 Filed 07/10/18 Page 8 of T3

APA shall be deemed to refer to the Back-Up Bidder and the Back-Up Bidder's APA,

respectively.

17. The Back-Up Bidder is entitled to payment of the Break Up Fee and the

Expense Reimbursement (the "Bid Protection Amount") in accordance with the-terms of the

Back-Up Bidder's APA and the Bid Procedures Order and, at the Closing of the Successful

Bidder's APA, the Debtors shall pay to Back=Up Bidder an amount equal to the Bid Protection

Amount in cash by wire transfer in accordance with the wire instructions provided by the Back

Up Bidder to the Debtors.

18. The Back-Up Bidder is entitled to the return of the Deposit (as defined in

the Back-Up Bidder's APA) and the Debtors and the Back-Up Bidder shall jointly instruct the

Escrow Holder to disburse the Deposit to the Back-Up Bidder by wire transfer in accordance

with the wire instructions provided to the Debtors within three (3) Business Days after the

Closing of the Successful Bidder's APA.

19. Notwithstanding anything in this Order, the Bid Procedures Order, the

Sale Motion, the Stalking Horse Purchase Agreement, any asset purchase agreement, any list or

schedule of assumed contracts, assumed and assigned contracts, or cure amounts (including,

without (imitation, any other provision that purports to be preemptory or supervening), nothing

herein or therein shall permit or otherwise effect a sale, an assignment or any other transfer at

this time of (a) any insurance policies that have been issued by Federal Insurance Company oz•

any of its affiliates or successors (collectively, the "Chubb Companies") or that provide coverage

at any time to any of the Debtors (or their predecessors) and all agreements, documents or



instruments relating thereto (collectively, the "Chubb Insurance Conixacts"), and/or (b) any

rights, benefits, claims, rights to payments and/ox recoveries under. such Chubb Insurance

Contracts.

20. The Dehtors (or "Licensor") and the Successful Bidder (or "Licensee") axe

authorised to enter into a license agreement (the "License A~:reement"}, substantially in the form

and substance filed with the Court on July 10, 2018 prior to the Sale Hearing, with BSREP

SoCal Glendale LLC ("Landlord"), with respect to certain premises (collectively, the

"Premises") consisting of (a) approximately 4Q,799 rentable square feet known as Suites l OQ,

110, 70Q, 710, 720, 725, 750, and 755; and (b) certain storage premises to Licensor for its use in

connection with the Lease containing approximately 2,530 rentable square feet and located in

Level B Storage Room, all located in a building, or its parking facility, having an address at 425

East Colorado Boulevard, Glendale, California, as mare particularly described in the lease and

related documents between the Debtors and Landlord as described in the License Agreement

(collectively, the "Lease")

21. On the Closing Date:

i. Licensee shall pay post-Petition Date stub rent to Landlord due for the

month of May 2018 in the amount of $60,000.75; which payment shall be

made by Licensee on behalf of Licensor in consideration of the payment

for rent that the Debtors have made for the portion of the month of July

2018 following the Closing Date (Licensee shall not be required to

reimburse Debtors for any portion of July 2018 rent);

9



ii. Licensee shall pay to Landlord fifty percent (50%) of the Monthly -Basic

Rental for the month of August in the amount of $45,478.88;3

iii. Licensee shall pay to Landlord $90,957.90 as a security deposit under the

License Agreement;

iv. Licensee shall pay to Landlord a "licensee fee" of $2,000;

v. Licensee shall pay Landlord the sum of $25,000 on account of Landlord's

attorneys' fees and expenses; and

vi. Licensee shall have delivered to Landlord evidence of insurance on the

terms required under the Lease.

22. The License Agreement is not a rejection or assumption of the Lease

under Section 365 of the Bankruptcy Code. Nothing in the License Agreement absolves the

Debtors from: their obligations under the Lease. or applicable law, except that Landlord

acknowledges a credit in favor of Debtors under the Lease on account of any payments made by

Licensee under the License Agreement.

23. Notwithstanding (a) the Debtors' deadline to assume or reject the Lease

pursuant to the Order Pursuant to Section 365(d)(4) of~the Bankruptcy Code Extendzn~ the Time

Within Which the Debtors Must Assume or Reject Expired Lease of Nonresidential Real Property

[Docket No. 109] (the "Extension Order"), or (b) the ~'~/once of Auction and Sz~pplemental Notice

to Counterparties to Executory Contracts arad Unexpired Leases That May 13e Assumed and

' For the avoidance of doubt, Licensee shall pay the balance of the Monthly Basic Rental for the month of August2018 on August 1, 2018.

70



Assigned or Rejected [Docket No. 156], the Lease shall not be rejected as of the Closing or upon

expiration of the Debtors' time to assume or reject the Lease pursuant to Section 365(d)(4) of the

Bankruptcy Code, but rather the Lease and the time to assume or reject the Lease pursuant to

section 365(d)(4) of the Bankruptcy Code shall continue in full force and effect until the Lease is

automatically rejected as of the expiration or termination of the License Term (as defined in the

License Agreement) as such expiration or termination is provided for in the License Agreement.

The Debtors shall not be required to file any further motions to reject the Lease and no further

order of the Court shall be required to effectuate the rejection of the Lease as of the expiration or

termination of the License Term. Landlord shall file a notice of the date of expiration or

termination of the License Term and such tiling shall be conclusive proof of rejection of the

Lease as of the date of such expiration or termination of the License Term.

24. The Debtors acknowledge chat the outstanding pre-Petition Date cure

amounts of $43,541.43, plus accrued and unpaid attorneys' fees costs and expenses, are due and

owing by the Debtors to Landlord, and the Debtors' obligation to pay the same is secured by the

security deposit that Debtors have provided to Landlord under the Lease.

25. Upon the expiration or termination of the License Agreement and

assunning no new written lease arrangement between Landlord and Licensee to the contrary: (i)

the Debtors and Licensee shall surrender possession of the Leased Premises to Landlord and

Landlord shall be entitled to take immediate possession of the Leased Premises, change all keys,

and exercise all rights and remedies under the Lease and applicable law to retake possession of

the premises; (ii) Landlord shall be authorized, and the automatic stay shall be deemed, and



herby is, lifted and modified to the extent necessary, to immediately, and without further order of

the Court; to (a) apply the security deposit held by Landlord against the cure amount and any

other amounts due and owing to Landlord, including axising from the rejection of the Lease, or

default under the Lease, and (b) enforce its rights and remedies under and subject to the License

Agreement, the Lease and applicable law (including the Bankruptcy Code) without further-order

of the Court. For the avoidance of doubt, nothing in subsection (b) of the foregoing sentence

sha11 entitle Landlord to take any action against Debtors relating to pre-Petition Date obligations

under the Lease except to apply the security deposit as set forth above and to assert a claim in the

Debtors' bankruptcy cases.

26. Upon the Closing Date, that certain Collateral Access Agreement with

U.S. Bank National Association dated March 31, 2014 shall be deemed terminated and of no

further force and effect.

[remainder of page intentionally blank]

12



27. In accordance with the Final Order Pursuant to 11 U.S.C. ~~ ]OS, 361,

362, 362, 364 and 507, Bankruptcy Rules 2002, 4Q01, 6004, and 9014, and I oval Rule 1001-2

(1} Authorizing the Debtors to U,se Cash Collateral and Obtain Post-Petitzon Financing, (II)

Granting Liens and Providing Super-Priority Administrative Expense Status, (III) Granting

Adequate Protection, and (IV) Granting Related Relief [D.I. 107} (the "DIP Order"), on the

Closing Date (or at such time thereafter as may be agreed to by the DIP Lenders and the

Prepetition Lenders), the Debtors are hereby authorized to, pay, or cause to be paid by the Buyer

in cash from the proceeds of the Saie (a) the DIP Obligations and (b) the Prepetition Obligations

{to the extent of available funds) (as such terms are defined in the DIP Order).

Dated: July 10, 2018Honorable Christopher S. SontchiUnited States Bankruptcy Judge

13



Exhibit 1

Purchase. Agreement

DOGS SP:971 i4.5 OSOG2/OU2



Execution Version

~' ASSET PURCHASE AGRELMEN"I'BY AND BETW~~N

AREC4NT VIS10N, LLC,A D~LAWARF_, l_,IMITTll LI~IBII,ITY COMPANY,

AS SELLER,

AND

COSTAR T~CHNOLOGIFS, INC.A1~1D COSTAR VIDEO SYSTEMS, LLC,

AS PURCIIAS~RS

DnTED AS OF JUNE 29, 2Q18

~utsr~~2s i xa<~~2~.a



Execution Version

ASSET PURCHASE AGREEMENT dated as of June 29, 2018 (the"A~reetnei~t"), by and among Aa•econt Vision, LLC, a Delaware limited liability company(the "Seller"), and Costar Technologies, Inc., a Delaware corporation, and Costar VideoSystems, LI_,C a Delaware limited liability company (collectively, the "Purchaser" and,together with Seller, sometimes collectively referred to herein as the "Parties").Capitalized terms used herein but not defined in the provisions in which they fi►•st appearshall have the meanings ascribed to #hem in Section 8.1(a1 hereof.

WITNESSETH:

WI]ER~AS, Seller is in the business of designing, manufacturing, distributingand selling IP-based megapiYel cameras for use in video surveillance applications(collectively, such business and operations are referred to as the "Business");

WTIEREAS, Seller desires to sell, and. Purchaser desires to purchase, substantiallyall of the assets of the Seller used or• held foa• use by the Seller in conducting the Businessand to assume certain liabilities of the Seller associated with the Business, and Sellerdesires to sell such assets to Purchaser and to assign such liabilities to Purchaser and havePurchaser assume the same, all nn the terms and conditions set forth in this Agreementand in accordance with Sections 105, 363 and 365 of Title 11 of the United States Code(the ̀ Bankru~tcv Code") and other applicable provisions of the Bankruptcy Code (the"Acquisition");

WHERCAS, on May 14, 2018 (the "Petition Date"), Seller and certain Affiliatesco~mnenced a voluntary chapter 11 case under chapter 11 of the Bankruptcy Code in theUnited States Bankruptcy Court for the District of Delaware (the ̀ Bankruptcy Court"),which case was assigned Case No.l8-1 1142 and will be jointly administered by the$ankruptcy Court (the "Bankruptcy Case"); and

WHTREAS, it is contemplated that the Assets will be sold to Purchaser free andclear oT Encumbrances (other than any Lien for personal property taxes attributable toany of the Assets which is a Lien not yet due and payable of the Closing Date) and theAcquisition will include the assumption by the Purchase• of the Assumed Contracts andPurchaser's assumption of the Assumed Liabilities, all in accordance with the terms,provisions and conditions of this Agreement and the Sale Approval Order.

N01~', THEREFORE, in consideration of the premises and the mutual promisesherein made, and in consideratioal of the representations, warranties, and covenants hereincontained, tl~e Parties abree as follows:

Purchase and Sale.

l .1 Assets to Se Transfen-ed.

On the terms and subject to the conditions set forth in this Agreement, at theClosing, Seller shall sell, assign; transfer, convey and deliver (or cause to be sold,assigned, transferred, conveyed a~~d delivered) to the Purchaser, and Purchaser shallpurchase end assume from Se11er, ~Il of Seller's right, title and interest in and Co

1'~~IS"I12~ 138~1727.~



substantially all ofthe Seller's properties, assets, and rights, tangible and intangible

(including goodwill) owned, used or held by Seller exclusively in the ownership,operation, or conduct of the Business, wherever such pz•operties, assets and. a-ights arelocated, whether real, personal or mixed, whether accrued, fixed; contingent or otherwise,

other than the Excluded Assets (collectively, other than the Excluded Assets, the

"Assets"), free and clear of all. T iens (other than any Lien for personal property taxesattributable to any ofthe Assets which is a Lien not yet due and payable as of the ClosingDate). Subject in all events to Section 1.2 below, the Assets shall include all of Seller'sright; title, and interest in and to the following, in each case to the extent' owned, used or

held by Seller exclusively in connection with Seller's conduct of the Business:

(a) [reserved];

{b) ail (i) Contracts listed on Schedule 1.1(b), a~~d (ii) any otherContract entered into by Seller in the ordinary course of the Business (as conducted bySeller on the Execution Date) between the Execution Daie and the Closing Date(collectively, the "Assumed Contracts"), provided that Purchaser may identify additionalcontracts to Seller up to five (5) days prior to the Auction (as such term is defined in theBid Procedures Order) or, if ago Auction is required, up to five (5) days prior to the SaleHearing (as such term is defined in the Bid Procedures Order), to be deemed AssumedContracts hereunder or may remove contracts currently on Schedule 1.1 (b) as AssumedContracts up to five (5) days prior to the Auction;

(c) all Intellectual Properly and all income; royalties, damages andpayments due or payable at the Closing or thereafter relating to the Intellectual Property(including, without limitation, damages and payments for past or future infringements ormisappropriations thereo fl;

(d) all fixed Assets;

(e) a1lInventory;

(fl all Accounts Receivable;

(g) all Prepaid Expenses;

(h) all Security Deposits;

(i) to the ea tent transferable without violating any privacy rights ofany Business Employee, all Books and Recarcis;

(j} all material licenses, franchises, permits, variances, exemptions,orders, appc~ovals, and authorizations issued by Governmental Bodies in connection withSeller's conduct of the Business (collectively, "Permits"), in each case to the extenttransferable without the consent of the applicable Governmental Body;

(k) all equipment;

L

~~~Ls nza ~ as4~z~.~



(1) all telephone numbers, addresses (including electronic availaddresses) used by the Seller in connection with the Business;.

Business;(m) all goodwill to the extent relating to the Assets and/or the

(n) all rights to causes of action, lawsuits, judgmel~ts and Claims ofany nature available to Seller (whether or not such cause of action, lawsuit, judgment orClaim is being pursued) to the e~te~it relating to the awnerst~ip, use, function or value ofany Asset, whether arising by way of counterclaim; set oft, or rights of self-help orotherwise;

(o) all advertising, rraarketing and promotional mate►-ials a~ld all-otherprinted or written materials;

(p) to the extent relating to ox enforceable against any existingcustomer or vendor of the Business as of the Closing Date, all of the rights and claims ofSeller for preference or avoidance actions available to the Seller under the BankruptcyCode, ofwhatever kind or nature, including, without limitation, those set forth inSections 544 through 551 and any other applicable provisions of the Bankruptcy Code,and any related claims and actions arising under such sections by operation of law orotherwise, including any and all proceeds of the faregoinb (collectively, "On oinBusiness Avoidance Claims");

(q) the capital stock of or membership interest in any subsidiaryacquired in connection with this transaction, which may be identified to the SeIle~• up tofive (5) days prior to the Auction or, if no Auction is needed, up to five (5) days prior tothe Sale Hearing (the "flcquired Stock");

(r) to the extent still in force and effect as of the Closing Date, thatcertain promissory note dated May 2, 2014, executed by Raul Calderon in favor of Sellerin the original principal amount of $975,000.00 {the "Note"), the outstanding balance ofwhich is approximately $390,000.00 as of the date hereof; and

(s) all representations, warranties, guarantees, indenviities, andw~dertakings to the extent solely benefiting the Business.

1.2 Excluded Assets.

Notwithstanding anything to the contrary contained in Section I.1 or any otherprovision of this Agreement, the Assets shall exclude the Seller's right, title and interestin and to the iollo~ving assets, properties and rights of the Seller (collectively, the"Excluded Assets''), al] of which Excluded Assets shall be retained by Seller:

(a) any cash; bank deposits and cash equivalents (excluding Security

Deposits);

~'~~LS"T;28 1 884 727.4



(b) any assets, rights, claims, and interests expressly excluded

pursuant to the provisions of Section 1.1 above;

(c) all Real Property Leases;

(d) all (i) fixed assets and Books and Records to the extent

specS~'ically identifiable to the ownership, business or conduct of any Excluded Asset or

any Real Property Leases, and (ii) Books and Records to the extent excluded pursuant tothe qualification to Section l.l(i);

(e) all capital stock or membership interests held by Seller in other

Persons (other than the Acquit•ed Stock);

(fl alt Contracts not listed. on Schedule l.lfb) (collectively, the

"Excluded Contracts");

(g) all of the rights and claims of Seller for preference or avoidance

actions available to the Seller under the Bankruptcy Code, of whatever kind or nature,including, without limitation, those set forth in Sections 544 through 551 and any otherapplicable provisions of the Bankruptcy Code, and any related claims and actions arisingunder such sections by operation of law or otherwise; including any and all proceeds ofthe foregoing, but in each of the foregoing cases excluding the Ongoing BusinessAvoidance Claims;

(h) all rights, claims and causes of action of Seller against present and

former officers, directors, employees, anembers, principals, agents, and representatives of

such Seller;

(i) Seller's rights under this Agreement and all cash and non-cashconsideration payable or deliverable to the Seller pursuant to the terms and provisions

hex•eof;

(j) any letters of credit or similar financial accom~Ilodations issued toany third party(ies) for the account. of Seller and all collateral or security of any kindposted with or held by any such third pa~~ty in connection therewith;

(k) all deposits and prepaid amounts of Seller held by or paid to thirdParties in connection with any excluded Asset (including, without limitation, anydeposits made by Seller with a utility pursuant to Section 36t> of the Bankruptcy Lode);

{I) any ta»gible or intangible personal property held by Sellerpursuant to a lease, rental ag►~eement, license or other Contract to the extent that theassociated lease, license or other Contract is not among t)le llssumed Contracts;

(m) all rights, claims, credits and rebates of or ~~~ith respect to {i)income "I~aYes that were paid or will be paid by Seller {whether prior to or after theClosing), and (ii) any taxes; assess►nents or similar charces paid by or nn behalf of Sellerto the extent applicable to any period prior to the Closing;

4

wt~s r'~2st ss~~~z~.~a



(n) insurance proceeds, claims and causes of action with respect to ararising in connection with (A) any Excluded Cozitract, (B) any item of tangible orintangible property not act{uired by Purchaser at the Closing, (C) any loss, damage orcasualty to any item of tangible or intangible property to the extent the same is repaired,

restored or replaced prior to the Closing, or (D) any claims or• causes of action of third

Parties where any associated liabilities are not included among the Assumed Liabilities

(as defined below);

(o) any Contract which is not assumable and assignable as a matter ofapplicable ]aw (including, without limitation, any with respect to which any consentrequirement in favor of the counterparty thereto may not be overridden pursuant toSection 365 ofthe Bankruptcy Code);

(p) all securities, whether capital stock or debt, of the Seller;

of Seller;(q) tax records, minute books, stock transfer books and corporate seals

(r) any intercompany claims, obligations, and receivables between or

among Seller and any of Seller's Affiliates (collectively, "Intercompany Obli6ations");

(s) all rights, Claims and. interests of Seller in, to and under thatcertain litigation styled as "Arecont Vision Holdings, LLC v. Wonder Vision Inc., et al.,"pending under Case No. 2017-0741-JRS in the Court of Chancery of the State ofDelaware;

(t) any writing or other item that is protected from discovery by theattorney-client privilege, the attorney work product privilege, the litigation privilege, orany other recognized privilege of• protection; and

(u) those other assets of Seller, if any, listed on Schedule 1.2 attached

hereto and incorporated herein by this reference.

1.3 Assumed Liabilities.

Upon the terms and subject to the conditions hereof, at the Closing, the Purchasershall assume from the Seller only those Liabilities (collectively, the "AssumedLiabilities"} arising with respect to (i) the performance from and after the Closing Date oftl~e Assumed Contracts, (ii) any accrued sick pay. vacation and other paid time off towhich any Business Employee is entitled to that have not been paid to such BusinessF,mployee prior to the Closing Date, provided, however, to the extent that any BusinessEmployees is entitled under applicable law to that have any such amounts paid to them atthe Closing (rathea~ than having them assumed by Purchaser), then Purchaser shall paysuch amounts to such Business Employee at the Closing in addition to (and not as part o~the cash portion of the Purchase Price; (iii) all Cure Costs payable in connection with theAssumed Contracts, (i~~) all product warranties, ~uaranlies, indemnities arld the likerelated to the $usiness (whether arising out of activities occurring prior to or followingthe Closing), and {v) accounts payable of Seller as of the Closing Date owing to third

~~~~s'r'~?s ~ ~sa~2~.



parties (including, for purposes of this Section l .3, any accrued but unpaid salescommissions as of the Closing, whethe►- to Business Employees or• independent

coaxtractors) and obligations to customers of Seller For refunds, rebates, returns, discounts

and the like as of the Closing Date, in each case, to the extent incurred by Seller in the

ordinary course of Seller's Business (as conducted by Seller as of the Execution Date as

the same nay thereafter be restricted or otherwise modified by Seller's status as a

Chapter 11 debtor in possession) (but specifically excluding any obligation on

Purchaser's part to assume any Intercompany Obligations). Purchaser shall not assume

ar undertake to perform, pay, satisfy or discharge any other I.,iabilities or obligations of

the Seller. Except as otherwise. provided above or elsewhere in this Agreement,

Purchaser shall not assume and shall be deemed not to have assumed, and the Seller shall

remain liable with respect to, any and all Liabilities of the Seller arising out of, relating to

or otherwise in respect of the Business, the Business Employees or• the Assets prior to the

Closing Date, and all other Liabilities of any Seller, other than the Assumed Liabilities,including but not limited to any obligations or liabilities under the WARN Act(collectively, the "EYcluded Liabilities").

1.4 Non-Assignment of Assets.

Notwithstanding any other provision of this Agreement to the contrary, thisAgreement shall not constitute an agreement to assign or transfer and. shall not effectuate

the assignment or transfer of any Asset if (i) an attempted assignment or transfer thereof,without the approval, authorization or consent of, or granting or issuance of any licenseor permit by, any third party thereto ar a Governmental Body (each such action, a

"Necessary Consent"), would constitute a breach, default or violation thereof or of anyapplicable la~~v, rule, regulation, statute or order. or in any way adversely affect the rightsof Purchaser thereunder and (ii) the Bankruptcy Court has not entered an order providingthat such Necessary Consent is not required. Tn such event, such assignment or transfer issubject to such Necessary Consent being obtained, and the Seller small use itscommercially reasonable efforts (which shall not he i~aterpreted to require Seller to pay

any material fee or the like to any third party) to obtain the Necessary Consents withrespect to any such Asset or any claim or right or any benefit arising thereunder for theassignment or transfer thereof to Purchaser as Purchaser may reasonably request. For theavoidance of doubt, any asset that would be an ̀ `Asset" but is not assigned in accordancewith this Section 1.4 shall not be considered an "Asset" for purposes hereof unless and

until such asset is assigned to Purchaser following the Closing Date upon receipt of theNecessary Consent and Bankruptcy Court approval. if such Necessary Consent is notobtained, oi• if an attempted assignment or t1•ansfer thereof would be ineffective or wouldadversely affect the rights of Purchaser to such Asset following the Closing, the Sellershall (provided that Purchaser promptly (and in no event later than fifteen (7.5) daysfollowinb written demand therefor (accompanied by reasonable evidence of such costs),the out of pocket costs incurred by Seller to maintain such Asset ar continue to makesuch Asset available for use during such period) cooperate with Purchaser in anycommercially reasonable arrangement to provide for Purchaser to obtain the benefits andassume the obligations thereunder. in accordance with this Agreement, includinbsubcontracting, sub-licensing, or subleasing to Pu►-chaser, or under which the Seller

wE~:S r~z 8 ~ 8s4727.a



would enforce for the benefit of Pua-chasea~ (and at Ptu~chaser's cost and expense) all oftheir rights thereunder.

] .~ Purchase Price; Deposit; Allocation of Purchase Price.

(a) 7n consideration for the sale and purchase of the Assets andassumption of the Assumed Liabilities, the Purchase Price shall he paid as follows:

(i) Concurrently with the delivery of this Agreement to Seller,Purchaser shall deposit into an escrow (the "Escrow"} with Pachulski Stang Ziehl& Jones LLP (the ̀ Escrow holder") an amount equal to $1,125,000.00 (the"Deposit."} in immediately available, good funds of the United States of America.(funds delivered in this manner are referred to herein as "Good Funds"), pursuantto escrow instructions 1•easonably satisfactory to the Parties (the "EscrowAgreement"}. Upon receipt of the Deposit, the Escrow Holder shall immediatelydeposit such amount into a non interest-bearing trust account.

(ii} At the Closing, the Purchaser shall cause the Deposit to bedisbursed to Sellej• and shall tender• the balance of the Purchase Price (in GoodFunds) to Seller. As used in this Agreement, the term "Purchase Price" shallmean and refer to an amount equal to Eleven Million Two Hundred FiftyThousand Dollars ($11,250,000.00) plus the amount of the Assumed Liabilities,subject to the working capital adjustment set forth in Section 1.6 below.

(iii) In the event this Agreement is terminated pursuant toSection 7.1, the Deposit shall be disbursed in accordance with Section 7.2.

(b) The Purchaser shall prepare a proposed allocation ofthe PurchasePrice (and all other capitalized costs) among the Assets for U.S. federal, state, ]ocal andforeign income and franchise Tax purposes, which allocation shall be subject to Seller'sreasonable approval. No later than thirty (30) Business llays following the Closing Date,the Nurchaser shall deliver such proposed allocation to Seller. Following their• mutualwritten agreeix~ent thereto, Purchaser and Seller and their respective Affiliates shallreport, act and file Tax Keturns in al] respects and for ali purposes consistent with suchallocation prepared by the Purchaser. Neither• the Purchaser nor Seller shall take a~ay taxposition (whether in audits, Tax Returns or otherwise) with respect to the mutuallyapproved allocation which is inconsistent with such allocation, unless (and then only tothe extent) required by a "determination" within the meaning of Section 1313(a) of theCode.

l .6 !Adjustment of Purchase ]'rice.

(a) Not less than five (5) days prior to the Closing Date, Seller shall inhood faith and in consultation with Purchaser prepare and deliver to Purchaser a goodfaith estimated calculation of the Net Working Capital as of the Closing Date (the"Esti»~ated Glosin~ Net 1,~orkil~~ Capital"). 1f thePurcllase~- in good faitl~reaso~iablydisputes the Estimated Closing Net Workinb Capital calculation provided by Seller by anamount greaier tha~1 $30Q,000.00, then the Seller and the Purchaser agree to submit the

WEST\28188a727.4



Seller's Estimated Closing Net V+forking Capital calculation and the Purchaser's

Estimated Closing Net Working Capital calculation to CohnReznick LLP or such other

party mutually acceptable to Purchaser and Seller, who shall by no later than three (3)

Business Days of submission of the dispute to it determine, as between Seller's and

Purchaser's Estimated Closing Net Working Capital calculations, which Closing Net

Working Capital calculation shall be binding on Seller and Purchaser. Purchaser's

calculation of the Estimated Closing Net Working Capital shall be made in accordance

with the methodology, procedures, assumptions and. adjustments as set forth in Schedule

1.6 (the "Target Closing_Net Workin Capital Calculation Statement"). If (i) the

Estianated Closing Net Working Capital exceeds the Target Closing Net Working Capital,

the Purchase Price to b~ paid by Purchaser at the Closing shall he increased by suc11

excess (the "Estimated Closing Net Working Capital Excess Amount"} or (ii} the

Estimated Net Closing Working Capital is less than the Target Closing Net Workilag

Capital, the Purchase Price to Ue paid by Purchaser at the Closing shall be decreased by

such deficiency (the "Estimated Closing Net Working Capital Deficiency Amount'),

provided, however, that (A) if the Estimated Closing Net Working Capital Excess

Amount or the F,stimated Closing Net Working Capital Deficiency Amount, as

applicable, is $300,000.00 (such amount is referred to herein as the "Band Amount") or

less, there shall be no adjustment to the Purchase Price based on such deficiency, or (B) if

the Estimated Closing Net Working Capital Excess Amount or the Estimated Closing Net

Working Capital Deficiency Amount, as applicable, is more than the Band Amount, theadjustment to the Purchase Price shall be the full amount of such excess or deficiency, asapplicable.

(b) As promptly as possible and in any event within sixty (60) days after the

Closing Date, Purchaser shall in good faith and in consultation with Seller prepare and

de)iver to Seller a good faith calculation of the Net Working Capital of Seller as of the

Closing Date (the "Closing Net Working Capital"). Seller will have reasonable access to

all work papers and books and records of the Business used by Purchaser in itscalculation of the Closing Nei Working Capital.

(c) Purchaser's determination of the Closing Nei Working Capital will be

final, conclusive and binding on Purchaser and Seller unless Seller provides a writtennotice (a "Dispute Notice") to Purchaser no later than the thirtieth (3Uth) day after

delivery of l'u~-chaser's calculation of the Closing Net Working Capital setting forth in

reasonable detail (i) any item of Purchaser's calculation of the Closing Net WorkingCapital which Seller believes has not been prepared in accordance with this Agreement orthe Target Closing Net Working Capital Calculation Statement (an "Item of Dispute")

and (ii} the correct amount of such Mena of Dispute in accordance with this Agree~neiat.ilny item or arriount to which no dispute is raised in a timely fashion under the Dispute

Notice will be final, conclusive and binding on Purchaser and Seller.

(d} if any dispute remains unresolved for a period o1~f]fteen (I S) days afterPw•chaser's receipt of a Dispute Notice, Purchaser and Seller sha]1 jointly retain sub~~ait

the remaining dispute to CohnKeznick I~LP or other mutually agreeable accounting firm(the "Independent Auditor"). Purchaser and Seller shall request that the Independent

Auditor render a determination (which detel-naination shall be solely based on r~~hether the

wLs~2s~es=~~2~.~}



Item of Dispute was prepared in accordance with the teems of this Section 1.6 or whethei-

a mathematical error was made) as to each ~mresolved Item of Dispute within thi~~ty (30)

days after its retention, and Purchaser and Seller shall cooperate fully with theIndependent Auditor so as to enable it to ~roake such determination as quickly and asaccurately as practicable. The Independent Auditor's determination as to each Item of~llispute shall be (i) based solely on presentations by Purchaser and Se11er which are in

accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the

basis of an independent review), (ii) in writing and (iii) conclusive and binding uponPurchaser and Seller, and the Closing Net Working Capital shall be modified to the

extent necessary to reflect such determination. The Independent Auditor shall consideronly the remaining Items of Dispute and the Independent Auditor nay not assign a value

to any Item of Dispute greater than the greatest value assigned Uy Pu~•chaser, on the onehand, or Seller, on the other hand, or less than the smallest value for such item assigned

by Purchaser, on the one hand, or Seller, on the other hand. The costs and expenses ofthe Independent Auditor shall be borne by the Parties in proportion to the difference invalue assigned to any Item of Dispute by Purchaser•, on the one hand, or Seller, on theother hand, and the value determined by the Independent Auditor.

(e) The final Closing Net Working Capital as finally determined pursuant toSection 1.6(c}, if there is no dispute, oa- Section 1.6(d), if there is a dispute, is referred toas the "Final Closing Net Working Capital" Tf (i) the Final Closing Net Working Capitalexceeds the estimated Closing Net Working Capital (such an amount, the "Final Closing

Net Working Capital excess Aanount"), then Purchaser shall within five (5}days of thedetermination of the Final Closing Net Working Capital pay to Seller the Pinal ClosingNet Working Capital excess Amount less the Estimated Closing Net Working CapitalExcess Amount previously paid by Purchaser at the Closing or (ii) the Final Closing NetWorking Capital is less than the Estimated Closinb Net Working Capital (such anamount, the "Final Closing Net Working Capital Deficiency Amou»t"), then Seller shallwithin five (5) days of the determination of the Final Closing Net Working Capital pay toPurchaser the T~ final Closing Net Working Capital Deficiency Amount less the EstimatedClosing Net Working Capital Deficiency Amount previously deducted from the CashCo►lsideration paid by Purchaser at the Closing, prorided, however, that (A) if the FinalClosing Net Working Capital Excess Amount or the final Closing Net Working Capitallleficiency Amount, as applicable, is equal to or• less than the Band Amount, there shallbe no adjustment to the Purchase Price or (B) if the Final Net Workin; Capital ExcessAmount or the Final Net Working Capital Deficiency Amou~~t, as applicable, is morethan the Band Amount, the adjustment to the Purchase Price shall be limited solely to theamount of such excess or deficiency, as applicable.

"Net Working Capital" shall mean, with respect icy the Seller, the sum, as of the ClosingDate, of the (i) l~ccounts Receivable, plus (ii) Inventory, less (iii) accounts payable ofSe11er as of the Closing Date owing to third party vendors and suppliers of the Business("Accounts Payable") which are attributable to the period prior to the commencement oftt~e Bankr~~ptcy Case, less (iv) Accounts Payable attributable to the period from thecommencement of the Bankruptcy Case through the Closing Date, less (v) any purchaseorders, commim~ents or contracts entered into outside of the Seller's ordinary course ofbusiness or as a result of an initiation of a new product line, including without limitation,

wzs'r~2s~ ssa~2~.~



Contera inventory (but, as to Contera inventory, }purchase orders shall only be so

deducted to tl~e extent such purchase order was placed after the Petition Date), in each

case made without Purchaser's approval, determined (i) in accordance with generally

accepted accounting principles applied in acco►-dance with the methodology, procedw•es,

asswnptions and. adjustments set forth in Schedule 1.6, subject only to such exceptions

thereto as may be agreed to by Purchase• and Seller, and (ii) based upon a physical

inventory to be conducted at Seller's and Purchaser's joint expense as of the Closing.

"Target Closing Net Working Capital" shall mean the Net Working Capital of the

Business as of the Closing Date as set forth in the Target Closing Net Working Capital

Calculation Statement, such amount being $10,300,000.00.

1.7 Closing.

Subject to the terms and conditions of this Agreement and entry of the SaleApproval Order, the sale and purchase of the Assets and the assumption of the AssumedLiabilities contemplated by this Agreement shall take place at a closing (the "Closin ") tobe conducted virtually by the Parties via electronic exchange and. delivery of theirrespective deliverables and wire transfer of Good funds in accordance with such written

wire transfer instructions as Seller may provide to Purchaser, such Closing to take placeon the third (3rd) Business Day following the satisfaction or waiver of all conditions to

the obligations of the Parties set forth in Sections ~ and 6 hereof (other than those

conditions which by their nature can only be satisfied at the C}osing), or at such other

tune; on such other date or in such other manner as the Seller and the Purchaser may

mutually agree upon in writing (the day on which the Closing takes place being the"Closing Date").

l .8 Closii~ Deliveries by Seller.

At the Closing, unless othej•wise waived in writing by the Purchaser, the Sellershall deliver or cause to be delivered to the Purchaser:

Agreement;

(a) a duly executed Bill of Sale to transfer the Assets to the Purchaser;

(b) a duly executed counterpart of the Assignment and ~lssumptian

(c) a duly executed counterpart of the Assignment and AssumptionIntellectual Property;

Liabilities;(d) a duly executed counterpart o#`the Assumption of Assumed

(e) evidence of~transfer of ownership of the Acquired Stock, includingshare certificate or instrument of transfer•, any amendme~at to shareholder z~e;istiy or othercorporate records ►~eilecting such transfer;

{f) copies or originals of all acyuircd Books and Kecoz~ds;

10

wr-.s~~~zs ~ xsa~2~.a



(g) originals of the Assumed Contracts, and if unavailable, true,correct and complete copies thereof;

(h) a certified copy of the Sale Approval Order;

(i) a duly executed copy of the "I~ransition Services Agreement;

(j) UCC terminatio►~ statements as to the assets of any subsidiaryacquired by Purchaser in recordable form, with the cost of recordation to be atPurchaser's sole cost;

(k) current list of Inventory; and

(1) such other documents, notices, items and certificates (in each caseto the extent not inconsistent with the other terms, provisions and limitations set forthherein and which do not otherwise impose any monetary cost on Seller or materiallyincrease the burdens of this transaction upon Seller) as the Purchaser may reasonablyrequire in order• to consummate the transactions contemplated hereunder.

1.9 Closint Deliveries bathe Purchaser.

At the Closing, unless otherwise waived in writing by the Seller, the Purchasershall deliver or cause to be delivered to the Seller:

(a) An amount equal to the Purchase Price, by wire transfer ofimmediately available funds to an account (or accounts) designated in writing by Seller atleast two (2) Business Days prior to the Closing Date;

Agreement;(b} A duly executed counterpart of the Assignment and Assumption

{c) A duly executed counterpart of the Assignment and Assumption of]ntellectua] Property;

liabilities: and(~i) A duly executed counterpart of~the Assumption of Assumed

{e) Such other• docurrients, notices, ite»~s and certificates as the Sellermay reasonably require (in each case to the extent not inconsistent with the other terms,provisio~~s and limitations set forth herein and which do not otherwise impose anymonetary cost on Purchaser or materially increase the burdens of this transaction uponPurchaser) in order to consummate the transactions contemplated herewider.

1:1 U Further Conveyances and Assumptions.

From time to time i~ol]owing the Closing, the Seller and Purchaser shall, and shallcause their respective /affiliates to, execute, acknowledge and deliver all such furthercoalveyances, notices, assumptions, assignments, releases and other instruments

~~-rs r~2at asan~.~



(collectively, "Further Instruments"), and shall take such further• actions, as may bereasonably necessary or appropriate to assure fully to Purchaser and its respectivesuccessors or assibns, all of the properties, rights, titles, interests, estates, remedies,powers and privileges intended to he conveyed to Purchaser under this Agreement and toassure fully to Seller and its Affiliates and their successors az~d assigns, the assumption ofthe liabilities and obligations intended to be assumed. by P~irchaser under this Agreement,and to otherwise make effective the transactions contemplated hereby; provided, thatnothing in this Section 1.10 shall (i) require Purchaser or any of their respectiveAffiliates to assume any Liabilities other than the Assumed Liabilities, or (ii} requireSeller or any of its Affiliates to execute any Further Instrument or take any action thatwould in any material respect expand the I.,iabilities or monetary ax other obligationsimposed upon Seller by the other provisions of this Agreement, or require Seller or anyAffiliate to initiate or join in any action, litigation or other proceeding other than thosespecifically contemplated by this Agreement.

1.11 Assi~mnentto Affiliates of Purchaser.

Prior to the Closing, Purchaser shall have the right to assigzi its rights to receiveall or any part of the Assets and its obligations to assume all or any part of the AssumedLiabilities, in each case to one or snore Affiliates of Purchaser (each, a "DesignatedPurchaser") by providinb written notice to Seller and each such Designated Purchasershall be deemed to be a "Purchaser" for all purposes under this Agreement and under theAncillary Agreements, except that no such assignment shall relieve Purchaser of any ofits obligations hereunder.

1.12 Disposition of the. Note. Unless Seller has previously obtainedBankruptcy Court approval to waive, and has waived, the obligations under the Noteprior to the Closing, then immediately following the Closing, Purchaser shall tei7ninateand forgive the Note and deliver to the Maker thereof the original of the Note endorsed"discharged in full." The maker of the Note is intended to be (and shall be) an intendedthird party beneficiary of the covenant set forth in this Section 1.12.

2. Representations and Wara•anties of the Seller.

Except as set forth in a~~y disclosua•e schedules to this Agreement (the "DisclosureSchedules") mutually agreed upon by the Parties in connection with the satisfaction ofthe conditions set forth in Sections 5.6 and 6_5 hereof, Seller hereby represents andwarrants to the Purchaser on tl~e date the Parties mutually execute and deliver thisAgreement (tile "Execution Date"), that:

2.1 Due Incorporation and Authority

Seller is a limited liability company duty organized, validly existing and in goodstanding under the laws of~the State of Delaware. Seller is licensed, registered, qualifiedor admitted to do business in each jurisdiction in which the ownership, use or leasing ofany of its assets or properties or the conduct ar nature of the Business makes suchJicensin~, qualification, oz' admission necessary (except where the failure to be so

12

wl_:sr~2s i ssa~z~.~



licensed, registered, qualified or admitted could not, individually or in the aggregate,

have a material adverse effect on the Business). Seller has all requisite entity power and

authority to own, lease and operate its properties and. to carry on its business as now

being conducted. Subject to the entry of the Bid Procedures Order and the Sale Approval

Order, (a) Seller has all requisite corporate powe►• and authority to enter into thisAgreement, the Ancillary Agreements and each other agreement, document ar instrument

contei~lplated hereby or thereby to which Seller is a party, to carry out its obligations

hereunder and thereunder, and to consummate the transactions conteanplated hereby and

thereby and (b) the execution and delivery of this Agreement, the Ancillary Agreements

and each other agreement, document or instrument contemplated hereby and thereby to

v~~hach Seller• is a party, the perfonraance by Seller of its obligations hereunder and

thereunder, and the consummation by Seller of the transactions contemplated hereby and

thereby have been duly authorized by all requisite entity action on the part of Seller. This

Agreement has been duly and validly executed and delivered by Seller and (assuming the

due authorization, execution and delivery by the other parties hereto and the entry of the

Bid Pa•ocedures Order and the Sale Approval Order) this Agreement, the AncillaryAgreements and each other agreement, docwnent or instrument contemplated hereby and

thereby to which Seller is a party constitutes legal, valid and. binding obligations of Sellerenforceable abainst Seller in accordance with its respective terms and provisions, subject

to general principles of equity, including principles of commercial reasonableness, good

faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law

or in equity).

2.2 No Conflicts or Consents of'I'hird Parties.

(a) The execution and delivery by the Seller of this Agreement, the

Ancillary Agreements and each other agreement, document or instrument contemplated

hereby or thereby to which Seller is a party, the consummation of the transactionscontemplated hereby and thereby, and the performance by Seller of this Agreement, theAncillary Agreements and each other agreement, document or instrument contemplatedhe~•eby or thereby to which Seller is a party in accordance with its terms will not (with orwithout notice or lapse of tine or both) conflict with, or result in violation of or default,

or give rise to a right of termination, cancellation or acceleration of any obligation, under

any provision of:

(i) the articles of organization or by-laws (o~• comparableinstruments) of Seller;

(ii) subject to the envy of the Bad Procedures Order and theSale Approval Order, any Permit or Material Contract to which Seller is a party orby which any of tl~e assets, Liabilities or properties of Seller are bound;

(iii} subject to the entry of the E3id Procedw~es Order and theSale ~1p~roval <?rder, any law to tivhich Seller or any of its assets, Liabilities orproperties are subject.

l3

wr_s~r~,zs ~ sxa~z~.a



(b) Subject to the entry of the Bid Procedures Order and the SaleApproval Order, no consent, waiver, approval, order, Permit, authorization of ordeclaration or filing with, or notification to, any Person or Governmental Body is

required on the part of Seller in connection with the execution and delivery of thisAgreement, the ancillary Documents and any other agree~~~ent, document or instrument

contemplated hereby or thereby to which Seller is a party, the compliance by Seller with

any of~the provisions hereof or thereof, the consummation of the transactionscontemplated hereby or thereby or the taking by the Seller of any other actioncontemplated. hereby or thereby (with or without notice or lapse of time o~~ both).

2.3 Litigation.

Except as set forth on Schedule 23 attached hereto, there are no claims pendingor, to the knowledge of the Seller, threatened against Seller, before any Governmental

Body that would prevent or materially delay the consummation by Seller of thetransactions contemplated by this Agreement, the Ancillary Agreements or affect any ofthe Assets or the Business or that could reasonably be expected to have a MaterialAdverse Change with respect to Seller.

2.4 Taxes.

Except as set forth on Schedule 2.4 attached hereto, Se11er has (i) paid or caused

to be paid to the proper autharities when due all federal, state, provincial, and local Taxesrequired to be paid or tivithheld by Seller, (ii} filed all federal, provincial, state and localtax returns which, to Seller's knowledge, are required to be fled, and (iii) paid or causedto be paid to the respective taxing authorities all Taxes as shown on said returns or on anyassessment received by Seller to the extent such Taxes have become due. Nn audit orother proceeding by any Governmental Body is pending or, to the knowledge of Seller,threatened with respect to any Taxes due from or with respect to the Seller or any of itssubsidiaries or with respect to any of the Assets. No written notice has been receivedfrom any Governmental Body of any intention to assert any deficiency or claim foradditional Taxes against SeIter or any of its subsidiaries or with respect to any of theAssets.

2.5 Titles and Liens.

Seller has good and absolute title to all of the Assets. except as set forth onSchedule 2.5, the Seller owns the Assets free and clear of all Liens and, subject to theentry of the Sale Approval Order, at the Closing, Purchase- shall be vested withdefensible title to such Assets, free and clear of all Liens, to the fullest extent permissibleby applicable law, including section 3630 of the Bankruptcy Code.

2.6 Intellectual Propert~Ri~hts.

(a) Owned Intellectual Property. Schedule 2.6(a) attached hereto is acomplete list of all intellectual property rights for which Seller is air owner of record as ofthe date of~ this Agreement (the "Owned Intellectual Property"). Except as disclosed onSchedule 2.6(a), (i) Seller owns its Owned Intellectual ~'roperty free and clear of all

l4

WE5712S18847?7.4



restrictions (including covenants IlOt t0 sue a third panty), cow-t orders, injunctions,decrees, or writs, whether 1~y wj'itten agreement or otherwise, (ii) no person other thanSeller owns or, except under content sharing licenses granted in the ordinary course of

business or as set forth on Schedule 2.6{a), has been grafted any right in the OwnedIntellectual Property, (iii) all material Owned Intellectual Property is valid, subsisting and

enforceable, and (iv) Seller. has taken al] commercially reasonable action necessary tomaintain and protect the Owned Intellectual Property.

(b) Intellectual Property Rights Licensed fmm Others. Schedule

2.6(b) is a complete list of all agreements under which Seller has licensed IntellectualProperty Rights from another Person (the "Licensed Intellectual Property") as of the date

of this Agreement other than content sharing licenses granted in the ordinary course ofbusiness and readily available, non-negotiated licenses of computer software and otherintellectual property used solely for performing accounting, word pt~ocessing and similaradministrative tasks. Except as disclosed on Schedule 2.6(b}, Seller's licenses to use theLicensed Intellectual Property are free and clear of all restrictions, court orders,injunctions. decrees, or writs, whether by written agreement or otherwise. Except asdisclosed on Schedule 2.6(b), Seller is not obligated or under any liability whatsoever tomake any payments of a material nature by way of royalties, fees oa• otherwise to anyowner of. licensor o#; or other• claimant to, any intellectual property rights.

(c) Infrin e~ merit. Except as disclosed. on Schedule 2.6(c), Seller doesnot have knowledge of, or has received any written claim or notice alleging, any:Infringement of another person's intellectual property rights (including any written claimthat Seller must license or re#rain from using the intellectual property rights of any thirdparty) nor, to such Seller's knowledge, is there any such threatened claim.

(d) The Intellectual Property constituting "Assets" is sufficient forPurchaser to can•y on the Business from and after the Closing Date as presently carriedon by the Seiler in the ordinary course, consistent with past practice.

2.7 Real PropertX.

Schedule 2.7 attached hereto sets forth each lease or sublease for real propet-ty towhich Seller is a party (each a "I.,eased Real Property"). Except as described on Schedule2_? attached hereto, each lease or sublease for the Leased Real Property is valid andenforceable in accordance with its terms and is in full force and effect, other than as aresult of the commencement ofthe Bankruptcy Case. Except as described on Schedule2_7, to Seller's knowledge, no default by any party to any lease or sublease for the LeasedReal Pa~operty exists other than as a result of the commencement of the Bankruptcy Case.There are no leases, subleases, licenses, concessions, options or rights ot'first refusal ropurchase or lease, or other agreements; written or oral, granting to any party or parties theright of use or occupancy of any Leased Real Property or any portion thereof and thereare loo parties (other than the Seller) in possession of tl~e Leased Keal Property or anyportion thereof Nn Equipment, Inventory or other tangible perso~~al property is locatedat any real estaie location other than the L,cased Real Property. Seller does not own anyfee interest in real property.

~G

~4%1;S"11281884727.4



2.8 jreservedl

2.9 Material Contracts.

Schedule 2.9 sets forth a true, correct and complete list of all Material Contracts.Other than arising as a result of the commencement of the Bankruptcy Case, eachMate~•ial Contract (other than those that have expired at the end of their normal terms) (a)is in frill force and effect and is binding upon and enforceable against Seller and, toSeller's knowledge, each other person that is a party thereto in accordance with its terns,(b) has not been otherwise amended or modified, and (c) is not in default in any materialrespect due to the action or inaction of Seller except any defaults based on unpaidprepetition obligations..

"Material Contract" means each contract or agreement to which Seller is a partyinvolving aggregate consideration payable to or by Seller of $50,000 or more.

2.10 Environmental Condition.

(a} Seller is in compliance in all material respects with allEnvironmental Laws and has not caused a Release of Hazardous Matea•lal at the locationof the Real Property Lease or at any off-site location. Jn addition, (a) none of Seller'sproperties or assets have ever been used by Seller or, to the Seller's knowledge, byprevious owners or operators in the disposal of; or to produce, store, handle, treat, release,or transport, any Hazardous Materials, where such disposal, production; storage,handling, treatment, release or transport was in violation, in any material respect, of anyapplicable Environmental Law, (b) to Seller's knowledge, none of Seller's properties orassets has ever been designated or identified i» any manner pursuant to anyenvironmental protection statute as a hazardous Materials disposal site, (c} Seller hasnever received notice that a Lien arising under any ~nviranmental Law has attached toany revenues or to any Real Property Lease operated by Seller, and (d) Seller nor any ofits facilities oz• operations is subject to any outstanding written o1•der, consent decree, orsettlement agreement with any person relating to any Envn~onmental Law orenvironmental liability that, individually or in the aggregate, could reasonably beexpected to result in a Material Adverse Change.

(b) There is no applicable order under which Seller or any Asset withrespect to the Business currently has outstanding obligations, or any pending or, to theSeder's knowledge, threatened and unresolved written notice (including a notice ofinvestigation), claim, or complaint, with respect to a Release of I-Iazardous Materials orviolation of an Environmental Law in connection with the operation of the Business orthe Real Property Lease.

(c) Seller holds_ and is in compliance in all material respects with allmaterial Permits required under Environmental Laws in connection with the operation ofthe Bilsiness anc~ the use of the Real Property T~case ("Environmental Permits") and thereare no rebulatory proceedings pending or; to the Seller's knowledge, threatened torevoke, cancel or materially modify the terms of any such Environmental Pernlits. Seller

16

w~sl~~zs~ saa~2~.~



has not expressly assumed by Contract or provided any contractual indemnity in a»yIeasc or real estate purchase or sales contract with respect to any material Liability of anyother person under Environmental Laws.

2.11 ~mplovee T3enefits.

Plan.Neit]Zer Seller nor any Affiliate thereof maintains or contributes to any Beneft

2.12 Labor Matters.

(a} Schedule 2.12 sets forth a true, correct and complete list as o~'thedate hereof of all Business Employees, including each Business Employee's (i) full name,(ii) job title or function, (iii} job location, (iv) salary or wage •ate, (v) bonus opportunity,commission status or other incentive compensation paid or payable for 2017 and 2018,(vi) bonus, commission or incentive compensation paid in 2017 and. 2018, (via) theamount of accrued but unused vacation time, (viii) date of hire, (ix) visa type (ifapplicable) and (x) current status {as to leave or disability status, full-time or part-time,exempt or nonexempt and temporary or permanent status). Schedule 2.12 sets forth (i) atrue, correct and complete list of a13 consultants or independent conh~actors (collectively,the "Service Providers") who has been performing sex•vices for the Seller and itssubsidiaries and whose compensation has been in the most recent calendar year or for thecurrent calendar year is anticipated. to be in excess of $50,000, including each suchperson's (A) full name, (B} function or services provided, (C) job location, and (D)current compensation structure. Except as set forth on Schedule 2.12, no BusinessEmployee or Service Provider is located outside the jurisdiction of the United States.

(h) The Seller and its subsidiaries have complied in all materialrespects with all applicable Labor Laws for all Business Employees and ServiceProviders. A properly completed form 1-9 is on frle with respect to each Businessemployee. F,xcept as set forth in Schedule 2.12, there is no pending, nor; to theknowledge of Seller, is there any threatened, legal proceeding reasonably likely to giverise to a material Liability asserting that Seller or any of its subsidiaries ]las committed anunfair labor practice, act of discrimination, or other similar complaints with respect toany Employee or Service Provider.

(c) Neither Seller nor any of its subsidiaries is party to any labor,collective bargaining, union and similar agreement with respect to any F3usinessEmployee or Service Provider. No collective bargaining or any other labor-relatedcontract with any labor union or labor organization is currently being negotiated ~vit11respect to any Business Employee or Service Provider. There is not pe~iding or, to theknowledge of Seller; threatened, any organized effort or demand for recobnition orcertification or attempt to organise the F3usiness ~mployecs by any labor organization.There are no strikes, slow-downs, work stoppages, other labor disturbance or otherconcerted action by any union oj- other group of employees or other persons against orinvolving Seller- presently occurring or, to the knowledbe olSeller, threatened against ori~lvolvinb Seller.

l7

~~~rsr~,zs~ssa7z~.~



(d) There has been no "mass layoff' or "plant closing" (as defined bythe WAT2N Act} with respect to Seller or the Business within the past twelve months.Neither Seller or any subsidiary of Seller has incurred any Liability under the WARN Actthat remains unpaid or unsatisfied.

(e) Since the Petition Date, Seller has not increased the compensationor benefits paid or payable to airy Business Employee or ServSce Provider (including anysuch increase pursuant to any bonus, pension, profit sharing, severance or termination

PaY)•

(~ Neither Seller nor any of its subsidiaries is party to anyemployment or similar- agreement with respect to any Business Employee.

2.13 Compliance with haws.

Seller (a} is not in violation of any applicable laws, rules, regulations, executiveoa•dea•s, or codes (including environmental taws) that, individually or in the aggregate,could reasonably be expected to result in a Material Adverse Change, and (b) is notsubject to or in default with respect to any final judgments, writs, injunctions, decrees,rules or regulations of any court or any federal, state, ~~~unicipal or other governmentaldepartment, commission, board, bureau; agency or instrumentality, domestic or foreigia,that, individually or in the aggregate, could reasonably be expected to result in a MaierialAdverse Change.

2.14 jreservedl

2.] 5 Ordinary Course of Business No Undisclosed Liabilities.

(a) Except as ordered by the Bankruptcy Court and disclosed in thefilings made by the Seller with the Bankruptcy Court in connection with the BankruptcyCase on or before the Effective Date, since the Petition Date, Seller has conducted theBusiness and owned and operated the flssets in the ordinaay course aCbusiness.

(b) There are no material Liabilities related to the Business that wouldbe Assumed Liabilities except for Liabilities incurred in the ordinary course of businessconsistent with historical practice.

2.16 Broker; Financial Advisor.

No Person has acted, directly or indirectly, as a broker, agent, finder or financialadvisor for the Seller in connection with the transactions contemplated by this Agreementand each agreement, document or i~~strument contemplated hereby, and no Person isentitled to any fee or commission or like payment in respect thereof, except for ImperialCapital, LLC, whose success fee in con»ection with the transaction contemplated by thisAgreement sha11 be paid by Seller.

2.17 Accounts Receivable.

18

~t~~s~ ~,?x~ sx~~~z~.a



All accounts receivable of the Business have arisen in the ordinary course ofbusiness and represent valid assets of the Seller.

2.18 jreservedl

2.19 Insurance and Bonds.

Schedule 2.19 sets forth a true, correct and complete Iist of all insurance policiesof the Seller which insure the Business or any of the Assets, and a true, correct andcomplete list of all letters of credit, surety bonds and performance bonds required to beobtained by the Seller in connection with the Business. All such insurance policies are infull force and effect, all premiums with respect thereto covering all periods up to andincluding the Closing have been paid, and other than has been disclosed on Schedule2.19, no notice of cancellation or termination has been received with respect to any suchinsurance policy.

2.2U Affiliate Transactions.

Except as set forth on Schedule 2.20, no current o~~, to the knowledge of theSeller, no former director, officer, employee; Affiliate or• representative of the Seller (norany spouse or child of any of such Persons, or any trust, partnership or corporation inwhich any of such Persons has a material economic interest) (a) owns any property,assets, interests and rights, tangible or intangible, that is an Asset or that is material to theconduct of the Business, (b) has filed or otherwise has any legal proceeding against theBusiness, (c) is a controlling Affiliate of any customer or supplier of tl~e Business, or (d)is a party to or the beneficiary of any Contract with the Business.

2.21 Seller as Debtor in Possessio»• No Trustee.

from tlae Petition Date through the Closing Date, the Seller has been at all timesin its Bankruptcy Case adebtor•-in-possession pursuant to section 1 l d7 of the BankruptcyCode, and no trustee or examiner has been appointed in the Bankruptcy Case.

Representations and Warranties of the Pua•chaser.

'T'he Purchaser represents and warrants to the Seller on the Execution Date asfollows:

3.1 l~ue Incorporation and Authority.

7'he Purchaser is comprised of two entities, one a limited liability company; andthe other• a corporation, each duly organized, validly existing and in hood standing underthe laws of the State of Delaware. Subject to the entry of the Bid Procedures Order andthe Sale Approval Order. the Purchaser has all requisite entity power and authority toenter into this Agreement, the Ancillary Agreements and each other agreement, documentor instrument contemplated hereby and thereby to which Purchaser is a party, to carry outits obligations hereunder; and to consummate the transactions contemplated hereby andthereby. The execution and dcliver~~ by the Purchaser of this Agreement, the Ancillary

IZei

\~v' E S"l-\2 8 1 8 8 4 7 2 7.4



Agreements and each other agreement, document or instrument contemplated hereby or

thereby to which Purchaser is a party, the performance by the Purchaser of its obligations

hereunder and thereunder and the consummation by the Pw•chaser of the tj•ansactions

contemplated hereby and thereby have been duly authorized by all requisite entity action

on the part of the Purchaser. This Agreement has been duly executed and delivered by

the Purchaser and (assuming tk~e due authorization, execution and delivery by the other

parties hereto and the entry of the Bid Procedures Order and the Sale Approval Order)

this Agreement, the Ancillary Agreements and each other agreement, document ox

instrument contemplated hereby and thereby to which Purchaser is a party constitutes

legal, valid and binding obligations of Purchaser enforceable against Purchaser in

actor janc~ with its resp~Gtive t~rrzas and provisions, subject to general principles of

equity, including principles of commercial reasonableness, good faith and fair dealing

(regardless of whether eTaforcement is sought in a proceeding at law or in equity).

32 No Conflicts.

The execution and delivery by Purchaser of this Agreement, the Ancillary


thereby to which Purchaser is a party, the consummation of the transactions contemplated

hereby and thereby, and the performance by Purchaser of this Agreement, the Ancillary


thereby to which Seller is a party in accordance with its terms will not (with or without

notice or lapse of time or both) conflict with, or result in violation of ar default, o~• give

rise to a right of termination, cancellation or acceleration of any obligation, under any

provision of:

(a) the certificate of formation and ope~•ating agreement (or

comparable instrume~its) of the Purchaser;

(b) subject to the envy of the Bid Procedures Order and the Sale

Approval Order, require the Purchaser to obtain any material consents, approvals,

authorizations or actions of, or make any filings with or give any notices to, any

Governmental Bodies or any other Person, except for (i) the notification requirements of

the HSR Act {and any foreign counterpart thereo f or (ii) consents, approvals or

authorizations oi; or declarations or filings with, the Bankruptcy Court;

{c) subject to the entry of the 13id Procedures Order and the Sale

Approval Order, any material Contract to which the Purchaser is a Party or by or towhich each of the Purchaser or any of its properties is or may be bound oz' subject; or

(d} violate any law to which the Purchaser is subject.

Subject to the entry of the I3id Procedures Order and the Sale Approval Order, no

consent, waiver, approval, order, Permit, autllori~ation of or declaration or filing with, or

notification to, any Person or Governmental Body is required on the part of Purchaser in

connectio~l with the execution and de}ivery of this Agreement; the Ancillary Doctin~ents

and any other agreement, document or instrument contemplated hereby or thereby to

2U

~~~t~s"i~,zx t gsa~2 ~.4



which Purchaser is a party, the compliance by Purchaser with any of the provisionsI~ereof or thereof, the consummation of the transactions contemplated hereby or therebyor the taking by the Purchaser of any other• action contemplated hereby oi- Thereby {withor without notice or lapse of time or both).

33 Liti at~n.

There are i~o legal proceedings pending or, to the knowledge of the Purchaser,threatened against the Purchaser, before any Uovernanental Body, which if adverselydetermined, would reasonably be expected to have a material adverse change- with respectto Purchaser.

3.4 Availability of Funds.

Purchaser has, and nn the Closing Date will have, cash available and committedto the transactions contemplated herein that is sufficient to enable Purchaser toconsummate such transactions and perform all of its obligations in accordance with theterms and provisions of this Agreement.

3.5 Broker or financial Advisoz-.

No Person has acted, directly or indirectly, as a broker, agent, finder or financialadvisor for Purchaser in connection with the transactions contemplated by thisAgreement and each agreement, document or instrument conte►nplated hereby and noPerson is entitled to any fee or commission or like payment in respect thea•eof.

3.6 "AS IS" Transaction.

Purchaser hereby acknowledges and agrees that, except as expressly provided inSection 2 of this Agreement, Se11er makes no representations or warranties whatsoever,express or implied, with respect to any matter relating to the Assets that will survive orcontinue beyond the Closing (including, without limitation, income to be derived orexpenses to be incurred in connection with the Assets, the physical condition ol~anypec•sonal property comprising a part of the Assets or which is the subject of any AssumedContract to be assumed by Purchaser at the Closing, the condition or other matter relatingto the physical condition of any real pj•operty or improvements, the value of the Assets(or any portion thereof ,the transferability of Assets, the terms, amount, validity,collectability or enforceability of any Assumed Liabilities oa- other Assumed Contract, thetitle of the Assets (ar any portion thereof ;the mez~cllantability or t7t»ess of the PixedAssets or ~gt~ipment or other tangible personal properfy included among the Assets orany other portion of the Assets for any particular purpose, or any other matter or thingrelating to the Assets or any portion thereof). Without in any way limiting the foregoing,Seller hereby disclaims an}~ warranty (express ar implied} of merchantability or finlessfor any particular purpose as to any portion of the Assets. Purchaser furtheracknowledges t11at Purchaser has conducted an independent inspection and investigationof the physical condition of all portions the Assets and all such other matters relating toor affecting the flssets as Purchaser deemed necessary or appropriate and that inproceeding with its acquisition of the Assets, Purchaser is doinb so based solely upon

21

~v~s~rt2s~ s~a~2za



such independent inspections and investigations. Accordingly, Purchaser will accept theAssets at the Closing "AS TS, "WHETt~ IS," and "WITH ALL FAULTS."

Covenants and Agreements.

4.1 Conduct of Rusin

~acept {i} as expressly provided in this Agreement or on Schedule 4.l (b),or (ii} to the extent that the follo~~~ing is inconsistent with Seller's duties and obligationsas a debtor in the Bankruptcy Case or with orders issued by the Bankruptcy Court, or (iii)as otherwise agreed to in writing by the Purchaser, Seller agrees that, from the dateHereof until the earlier of the Closing and tJle date, if any, on which this Agreement isterminated pursuant to Section 7.I hereof:

(a) Seller shall use commercially reasonable efforts to operate theBusiness in the ordinary course of business consistent with past practice during the periodimmediately preceding the Execution Date and to preserve intact the Business, keepavailable the service of its officers and employees and preserve its relationships withsuppliers.

(b) Seller shall not, directly or indirectly:

{i) sell or convey any of the Assets or any interests therein,except in the ordinary course of business consistent with past practice during theperiod immediately prior to the Execution Date;

(ii) with respect to the Business, charge its method ofaccounting or any accounting principle, method, estimate or practice, except inthe ordinary course of business consistent with past practice or as may be requiredby GAAl' or any other applicable law;

(iii) cancel, terminate or amend the Real Property Lease or anyother Material Contract;

(iv) acquire or agree to acquire by merging or consolidatingwith, or by purchasing any equity interest in or a portion of the assets of; or byany other manner, any business or any Person or division thereof;

alliances;(v) enter into any joint ventures, strategicpartnerships ar

(vi) enter into any Contract the effect of which would he togrant to a third party any license to use any Intellectual Property for a periode~te~~ding beyond the Closing Date;

(vii) adopt a plan of complete or partial liquidation, dissolution,mer;er, consolidation, restr~ucturin~, reca~~italization or i•corganizatioil in theBankruptcy Case;

22

~vrs~r~2x ~ ssa~2~.a



(viii} sell, lease, transfer, enc~unber, or otherwise dispose of anyIntelleciva] Property; o~-

(iY) agree in writinb or otherwise to take any of the actionsdescribed in (i) through (viii) above.

Notwithstanding anything in this Agreement to the contrary, (i) all of the actionsdescribed in this Section 4.1 relate solely to the Business and the Assets and thePurchaser acknowledges that the Seller can take any actions, in its sole and absolutediscretion, xelating solely to the Excluded Assets and/or Excluded Liabilities, and (ii)nothing in this Section 4.1 or• the other provisions of this Agreefnent shall be construed asprecluding or restricting Seller from liquidating or otherwise disposing of "excess,""discontinued" or "B stock" Inventory in such mam~er as Seller may deem appropriatepending the Closing.

4.2 expenses.

Except as otherwise specifically provided. herein, the Purchaser and the Sellershall bear their respective expenses incurred in connection with the preparation;execution and performance of this Agreement, the Ancillary Agreements and thetransactions contemplated hereby.

4.3 Access to Information.

Prom the date hereof until the earlier of (x) tl~e Closing and (y) any termination ofthis Agreement pursuant to Section 7.1, upon reasonable notice, Seller shall, and shallcause each of its officers, directors, employees, auditors and agents to, (i) afford theofficers, employees and representatives of tine Pz~rchaser reasonable access, duringnormal busuiess hours, to the offices, plants, warehouses, properties, books and recordsof Seller, and (ii} furnish to the officers, employees and representatives of the Purchasersuch additional financial and operating data and other information regarding theoperations of Seller and the Business as are then in eYistcnce and as the Purchaser mayfrom time to time reasonably request; provided, however, that such investigation shall notunreasonably interfere with the operations of the Seller; and provided further, however,that (i) the auditors of the Seller• shall not be obliged to make any work papers availableto any Person except as otherwise provided ]lerein, (ii) without Seller's prior writtenconsent (which consealt Seller's may grant or ~~vithhold in their sole discretion), in noevent shall Purchaser be entitled to conduct or cause to be conducted any Phase lIenvironmental or other "invasive" testing of or at any of Seller's plants, offices,warehouses, or properties, and (iii) nothing in this Section 4.3 shall be deemed to giverise to any condition or contingency to 1'urchasec's obligation to consummate thetransactions contemplated herein. Other than in the case of information that is publiclydisclosed or filed in the Bankruptcy Court or further made available by Se31er toprospective bidders, information provided pursuant to this Section 43 shall be govea7ledby the terms ofthe confidentiality agreement in place between Seller and Purchaser.

23

wrsr~zs~asa~z~.a



4.4 rurther Assurances; Consents; Rer tilato~y Pilings.

(a) Each of the Parties dial I cooperate and use its commerciallyreasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or causeto be done, all things necessary; proper or advisable under any law or otherwise toconsummate and make effective the transactSons contemplated by this Agreement and theAa~cillary Agreements, (ii) obtain any consents, licenses, permits, waivea-s, approvals,authorizations or orders required to be obtained or made in connection with theauthorization, execution and delivery of this Agreement and, to the extent that the needfor the same is not obviated by the entry of the Sale Approval Order, the consummationof the transactions contemplated hereby, and (iii) within thirty (30) calendar days of thedate hereof, make all filings and give any notice, and thereafter make any othersubmissions either required or reasonably deemed appropriate by each of the Parties, withrespect to this Agreement and the transactions contemplated hereby required under anylaw, including applicable securities and antitrust laws, and the rules and regulations ofany stock exchange on which the securities of any of the Parties are listed or traded. Forthe avoidance of doubt, commercially reasonable efforts shall not obligate Seller orPurchaser to make or offer to make any payments to obtain any consents, licenses,permits, waivers, approvals, authorizations or orders.

(b) The Parties shall cooperate and consult with each other inconnection with the making of all such filings and notices; including by providing copiesof all such docti»~lents to the nan-filing Party and its advisors a reasonable period of timeprior to filing or the giving of notice to the extent practicable. Neither Party to thisAgreement shall consent to any voluntary extension of any statutory deadline or waitingperiod or to any voluntary delay of the consummation and the transactions contemplatedin this Agreement at the behest of any Governmental Body without the consent andagreement of the other Party to this Agreeme~at, which consent shall not be unreasonablywitl3held ar delayed. Each Party shall promptly inform the others of any materialcommunication from any Governmental ~3ody regarding any of the transactionscontemplated by this Agreement. To the extent practicable, no Party shall agree toparticipate in any meeting with any Governmental Body in respect of any filing with suchbody, investigation or other inquiry unless it consults with the other Party in advance and,to the extent permitted by such Governmental Body, gives the oiher Party the opportunityto attend and participate at such meeting.

(c) If after the Closi~lg (i) Purchaser holds any Excluded Assets orExcluded Liabilities or (ii}.Seller holds any assets or Assumed ,iabilities (including anyproceeds, accounts receivable, notes receivable, income; revenues, monies and otheritems attributable to the Assets), Purchaser, on the one hand, o~~ the Seller nn the otherhand, shall promptly transfer (or cause to be transferred) such Assets or• assume (or causeto be assumed) such T iabilities to or- from (as the case may be} the other party. Prior toany such transfer, the party receiving or possessing any such Asset shall hold it intrustfor such other party. The Seller hereby brants Purchaser ail irrevocable po~~er of attorneyto endorse such checks, drafts and other instruments, and .any check, draft or otherinstrument arising from and after the Closinb that constitute Assets issued iz~ the name ofthe Seller.

24

w~rsr~2s t xsa~2~.a


Case 18-11142-CSS Doc. 168-1 Filed 07/10/18 Page 27 of 99

4.5 [reserved.

4.6 Employee Matters.

(a) Prom and after the date hereof, the Purchaser, in its sole and

absolute discretion, may: (i) in consultation and cooperation with the Seller,

communicate with any of the Business Employees about possible employment with the

Purchaser after the Closing Date; and/or (ii) offer employment to any of the Business

Employees as of the Closing .Date. The Purchaser shall make offers of employment to

not less than ninety percent (90%) of the Business Employees for compensation and

otherwise on terms and conditions at least comparable to those applicable to their

respective e►nployment by Seller. Those of the Business Employees that accept thePurchaser's offer of employment shall be terminated by the Seller, and shall become

employed by the Purchaser or one of its Affiliates (referred to in this Agreement as

"Transferred Employees") as of the Closing Date. All employment offers are subject to

the satisfactory completion by the Purchaser of its customary employment interview,

background checks and drug testing procedures.

(b) To the extent that length of employment service is relevant for

purposes of eligibility or vesting under any employee benefit plan, program or

arrangement established or I~Zaintained by the Purchaser and provided to the Transferred

employees (excluding; any equity-related plan, program; or arrangement), the Purchaser

shall credit the Transferred Employees under such plan, program or arrangement for

service on or prior to the Closing with the Seller as service with the Purchaser to the

extent Seller recognized such service under any comparable plan, program ararrangement of the Seller.

(c) The employment of each Transferred Employee with Purchaser or

one of Its Affiliates shall commence immediately upon the Closing and shall be deemed

fof- all purposes, consistent ~~vith applicable law and except as otherwise expressly

provided herein, to have occurred with no interruption or break in service and no

termination of employment. The Seller shall cause to be terminated the employment of

all Transferred Employees effective as of the Closing. Subject to; and effective as of, theClosing, the Seller hereby waives and releases each of the Transferred Employees from

any and all contractual, common law or other restrictions enforceable by the Seller and

their respective Affiliates on the employment, activities or other conduct of such

individuals after their termination of employment with the Seller, except with respect to

obligations •elated to confidentiality and trade secrets which obligations shall remain in

full force and effect and survive such employee's termination and the Closing.Notwithstandinb the foregoing, the foreboing waiver and 1•elease shall not apply to anyindividual who is or was at any time an officer or director of Seller or any of Seller'sAffiliates, other than any individual who is an officer or director as of the execution date

of this Agreement ~vho is being hired by Purchaser.

(d) Provided that Purchaser' fully complies with its obligationspurs~iant to Section 4.6(a), Seller shall he responsible for any liabilities or obligations(i) ai-isin~ under the WAKN Act, if any; and (ii) resulting from or precipitated by layoffs;

25

~~~r-.s~r~2s i Ksa~z~.a



if any, in respect of employees of Seller whose employment was terminated on or p►-ior tothe Closing.

4.7 Bankru~~tcy Court Approvals; Process.

(a) If Seller has nat already done so, no later than the Business Day

immediately following the date of the mutual execution and delivery of this Agreement,

Seller shall file a motion {the "Sale Motion"} with the Bankruptcy Court in the

Bankruptcy Case seeking entry of that certain "Order (A) Authorizing Entry into the

Asset Purchase Agreement With Respect tv the Sale of Substantially All of the Debtors'

Assets; (B) Approving Bid Procedures for the Sale of Substantially All of the Assets of~Debtors; (C) Scheduling an Auction and Hearing to Consider the Sale and Approve theForm and Manner of Notice Related Thereto; (D) Establishing Procedures Relating to theAssumption and Assignnnent of Certain Contracts and Leases, Including Notice ofProposed Cure Amounts; (E) Approving Certain Breakup Fee Provisions; and (F)Granting Other Related Relief' to be entered in the Bankruptcy Case (the "Bid

Procedures Order'), pursuant to which Seller will conduct its further marketing and saleof the Assets. On or before June 8, 2018, or by such later date as hereafter agreed. to byPurchaser in its sole discretion (the "Bid Order Deadline"), Seller shall have obtained theentry in the Bankruptcy Case of the Bid Procedures Order in substantially the form andsubstance attached hereto as Exhibit A (or otherwise acceptable to counsel far Purchaserand Seller in their respective sole discretion). Pursuant to the Sale Motion, Se11er shallrequest that following the Sale Hearing, the Bankruptcy Court enter an order in the formand content attached hereto as Exhibit B and incorporated herein by this reference (the"Sale Approval Order").

(i) The Bid Procedures Order shall provide for a Bid Deadline(as defined therein) of no later than June 29, 2018.

(ii) The Bid Procedures Order shall provide for an Auction totake place, if needed, no later than July 9, 2018.

(iii) The Bid Procedures Order shall provide for the SaleHearing to take place no later than July 10, 2018.

(b) Following Seller's determination of the Successful Bidder at theAuction or, if no Auction is conducted, of the Qualified Bidder (as defined in the BadProcedures Order) to whom Seller has dete►-mined to sell the Assets pursuant to the BidProcedures Order (as applicable, the "Ultimate Bidder"), Seller shall submit suchUltimate Bidder and such Ultimate Bidder's asset purchase agreement (the "UltimateAPA") to the Bankruptcy Court for approval at the Sale I-Searing. Seller shall usecommercially reasonable efforts to obtain entry of the Sale Approval Order and Purchasershall cooperate in all reasonable respects with such efforts of Seller. Tn accordance withSection 365 of the Bankruptcy Code, Seller shall seek authority to assume and assign tothe Ultimate Bidder the Assumed Contracts contemporaneously with the Closing Date.Without limitia~g the foregoing, Purchaser steal] be solely responsible for demo~~stratinb,

26

w'Fs7~~2slssa~z~.~


Case 18-11142-CSS Doc 168-1 Filed. 07/10/18 Page 29 of 99

to the Bankruptcy Court's satisfaction; adequate assw-ance of future performance underSection 365 of the Bankruptcy Code with respect to each Assumed Contract.

4.8 Books and Records: Access to Personnel.

The Purchaser agrees that it shall preserve and keep all Books and Recordsin respect of the operations of the Business in the Purchaser's possession for' a period ofat least five (5) years from the Closing Date. During the pendeaacy of the BankruptcyCase, Purchaser shall also make available to Seller and its representatives (to the extent inPurchaser's or an Affiliate's employ and to the extent that the same does notunreasonably interfere with Purchase operation of the Business) access at reasonabletimes and free of charge to those individuals listed on Schedule %+.~ to this Agreement forreasonable consultation in connection with matters relating to administration and winddown of the Bankruptcy Case.

4.9 Tax Matters.

(a) The Purchaser shall be responsible for any and all Transfer Taxesincurred in connection with the transactions contemplated. by this Agreement that areincurred after the Closing. Purchaser will, at its own expense, {i) file all necessary TaxReturns and other documentation with respect to all Transfer Taxes, and, if required byapplicable law; the Parties will, and will cause their Affiliates to, join in the execution ofany such Tax Returns and other documentation, and (ii) pay all_ Transfer Taxes payable inconnection with the transactions contemplated herein.

(b) Seller shall retain responsibility for, and shall bear and pay, all advalarem, property, excise, severance, production or similar Taxes based upon operationor ownership of the Assets or the receipt of proceeds therefrom (but excluding, for theavoidance of doubt, income taxes, franchise taxes and Transfer "Taxes) (collectively, the"Asset Taxes") assessed with respect to the Assets for (i) any period ending on or prior tothe Closing Date and (ii) the portion of any Straddle Period ending on or prior to theClosing Date; provided, ho~~vever, Seller shall not be obligated to pay any such "I'ax that isdisputed in good faith by Seller for which adequate reserves have been recorded inSeller's books and records; and provided, further, that Seller shall place az~y suchdisputed amount into escrow pending resolution of such dispute, an~i if such dispute isnot resolved vrithin one (1) year of the Closing Date, such funds shall be made availablefor the settlement of any such dispute. For purposes of allocation between the Parties ofAsset Taxes assessed with respect to the Assets that are payable with respect to any taxperiods begi~lning before and ending after the Closing Datc ("Straddle Pej•iods"), theportion of any such taxes that are attributable to the portion of the Straddle Period thatends on or prior to the Closing Date shall (]) in the case of such Asset Taxes that arebased upon or related to income or receipts or imposed on a transactional basis such asseverance or production tapes, be allocated based on revenues from sales occlirz-inc on orbefore the Closing Date or, in the case of an Asset TaY imposed on a transaction basis,whether the relevant transaction closed on or prior to the Closing Date (which shat] beSeller's responsibility) and from and after the Closing Date (which shall be Purchaser'sresponsibility); and (2) in the case of other Asset Taxes, he allocated pro rata per day

27

~~rF-;sr~2K i ssa~2~.a



between the period on or prior to the Closing Date (which shall Ue Seller's responsibility)and the period after the Closing Date (which shall be Purchaser's ~•esponsibility). Forpurposes of clause (1) of the preceding sentence, any exemption, deduction, credit oz-othcr item that is calculated on an annual basis shall be allocated pro rata per day betweenthe period e~~ding on or priar to the Closing Date and the period beginning ai the Closin;Date. At the Closing, Asset Taxes with respect to each Asset for the applicable StraddlePeriod shall be prorated in accordance with the foregoing provisions based on the AssetTax assessment for such Asset for such Straddle Period., if available, or if otherwise,based on the Asset Taxes paid with respect to such Asset during the pt•eceding Taxperiod. With respect to any not yet delinquent Asset Taxes relating to a Tax year endingafter the Closialg Date, Purchaser will assume responsibility for the actual payment of allsuch Asset Taxes to the applicable Governmental Authority.

{c) Seller, on the_one hand, or Purchaser, on the other hand, as the casemaybe (the "Reimbursing Party"), shall provide reimbursement for any Tax paid by theother Party (the "PaYin~ Party"}, all or a portion of which is the responsibility of theReimbursing Party, or which represents an overpayment for Taxes by the Paying Party, inaccordance with the terms of this Section 49 (which sncli reimbursement may apply as aPurchase Price adjustment). Within a reasonable time pyior to the payment of any suchTax, the Paying Party shall give notice to the Reimbursing Party of the Tax payable andtl~e Paying Party's and Reimbursing Party's respective Liability therefor, although failureto do so will not relieve the Reimbursing Party from its Liability hereunder except to theextent the Reimbursing Party is prejudiced thereby.

(d) "I~he Parties shall cooperate with each other and with each other'srespective representatives, including accounting firms and legal counsel, in connectionwith the preparation or audit of any Tax Returns) and any Tax claim or litigation inrespect of the Assets and Assumed Liabilities that include whole ar partial taxableperiods, activities, operations or events on or prior to the Closing Date, whichcooperation shall include, but not be limited to, making available employees, if any, forthe purpose of providing testimony and advice, or original documents, or any of tlaeforegoing.

4.10 Cure Costs.

(a) Schedule 4.10(x) sets forth each Executory Contract and theSeller's good faith estimate of the amount of the Cure Costs payable in 1-espect of eachsuch Executory Contract (and if no Cure Cost is estimated to be payable in respect of anyparticular Executory Contract, the amount of such Cure Cost designated for suchContract shall be "$0.00").

(b) Schedule 4.10(b) hereto is a schedule of the ~aecutory Contracts tobe assumed and those to be rejected on the Closing Date. Any Executory Contracts thatare not set forth on Schedule 4. ] 0(b) for either assumption or rejection shall be deemedrejected. Seller shall provide sufficient notice under the Bankruptcy Rules and local rulesof the Bankruptcy Court to all counterparties to- the Contj•acts and the Real PropertyLeases of their assumption or rejection and, with respect to the Contracts and Real

28

1N'ES I ~2318847?7A



Property Leases to be assumed, also provide a scl~edule of Cure Amounts. To the extentthat any objections are received from such counterparties in response to such notice, theSeller shall t~se its commercially reasonable efforts to resolve such disputes with theapplicable counterparty, pz•ovided that the Seller shall not resoh~e any such disputes for anamount that would have the effect of increasing the Purchase Price without the priorwritten consent of the Purchaser, which consent shall riot be unreasonably withheld ordelayed.

(c) To the extent that any Executory Contract requires the payment ofCure Costs in order to be assigned to Purchaser and assumed pursuant to section 363 and365 of the Bankruptcy Code, tl~e Purchaser shall be exclusively responsible for tl~epay~~~ent of, and shall pay prior to or at the Closing, all Cure Costs.

(d) Notwithstanding anything to the contrary herein, Purchaser mayfrom time to time, up to five (5) days prior to the Auction or, if no Auction is needed, upto five (5) days prior to the Sale Hearing, in its sole discretion designate any Contract asan Excluded Contract or as an Assumed Contract, in each case by providing writtennotice thereof to Seller. Such newly designated Contract shall be removed from or addedto Schedule 1.1(b), as applicable, and shall be deemed to be an "Excluded Contract" or an"Assumed Contract", as applicable, and for all purposes hereunder, in each case, withoutfurther action by the Parties. I'or the avoidance of doubt, Purchaser shall pay the CureCosts in accordance with Section 4.10(c) on any Contract designated an "AssumedContract" pursuant to this Section 4.10(d).

4.11 Casualty and Insurance.

(a) The Seller shall maintain until Closing all existing insurancepolicies relating to the Business or the Assets (the "Seller Policies"}, at its sole cost andexpense. lf, between the date hereof and the Closing; any material Assets shall bedammed or destroyed by fire, theft, vandalism or other casualty event, or become subjectto any condemnation or eminent domain proceeding; the Seller shall promptly notifyPurchaser in writing of such fact and Purchaser shall have the option to (a) acquire suchAssets nn an "as is" basis and take an assignment from the Seller of any and all insuranceproceeds payable to the Seller in respect of such event, (b) elect to exclude such Assetfrom this Agreement without adjustment to or deduction from the Purchase Price, or (c)in the event such event would give rise to a Material Adverse Change with respect toSeller, ter►ninate this Agreement and the transactions contemplated hereby.

(b) To the extent Seller can do so using commercially reasonableefforts and at nn cost or expense to Seller (or if there is a cost or expense, at Purchaser'ssole election, Purchaser may instrLieC Seller to add Purchaser, but it m~~st reim6iu•seSeller), Seller shall add Purchaser (or cause Purchaser to be added) as an additionalinsured or loss payee, as applicable, on each Seller Policy (other than directors' andofficers' liability insurance terminable upon the Closing) for the duration of each SellerPolicy as is in effect on the Execution Date, effective as of the Closing Date. Purchasershall be entitled to insurance proceeds paid under such Seiler Policies with respect to any

29

wi::s~~~zs~ssa~2~.a



claim relating to an Asset or an fl.ssumed Liability or the Business generally from and

after the Closing Date.

4. ] 2 Publicity.

No party hereto shall issue any press release or public disclosure concerning this

Agreement or the transactions contemplated hereby without obtaining the prior written

approval of the other parties hereto, which approval shall not be unreasonably withheld,

conditioned or delayed, unless such disclosure is required or contemplated by this

Agreement, applicable law, or the Bankruptcy Court with respect to filings to be made

with the Bankruptcy Court in connection. with this Agreement and the Ancillary

Agreements and. the transactions contemplated hereby and thereby; provided, however,

that the party intending to make such release uses its commercially reasonable effortsconsistent with such applicable law or Bankruptcy Court a•equirement to consult with the

other party with respect to the contents thereof to the extent practicable; provided that

such right of consultation shall not afford any right to consent to any such document or

release.

4.13 Notification of Certain Matters.

(a) From time to time prior to the Closing, the Seller shall promptly

deliver written notice to Purchaser of (i) any event, change, effect, condition, state of

facts, or occurrence that comes to the knowledge of Seller that (A) would reasonably be

expected to (x) cause a breach of the Seller's covenants under this Agreement, (y) render

the satisfaction of the conditions in Section 6 reasonably unlikely to be fulfilled, or (z)

prevent, prohibit or delay the Closing, (B} would reasonably be expected. to constitute a

Material Adverse Change with respect to Seller; or (L) that, if occurring or arising or in

existence before or on the date of this Agreement would have caused a representation or

warranty of the Seller to be inaccurate or deficient; (ii) any notice or other writtencommunication from any Person alleging that the consent of such Person is or may be

required in connection with the consu~mnatian of the transactions contemplated by this

Agreement; and (iii) the commencement of any lebal proceedings relating to the Business

or the Assets. The delivery of any notice pursuant to this Section 4.l3{a) shall not have

any effect on the satisfaction of the conditio~i to closing set forth in Section 6 or

Purchaser's right to terminate the Agreement pursuant to Section 7 and shall not be

deemed to amend or supplement any of the Disclosure Schedules, limit or otherwise

affect any remedies available to Purchaser or prevent or cure any mis~~epresentations or

breach of warranty.

(b) From time to time prio►- to the Closing, Purchaser shall promptly

deliver written notice to the Seller of (i) any event, chan~c, effect, condition. state of

facts, or occurrence that comes to the knowledbe of Purchaser that (A) would reasonably

be expected to {x} cause a breach Purchaser's covenants under this Agreement, (y} renderthe satisfaction of the conditions in Section S reasonably unlikely to be fulfilled, or (z)prevent, prohibit or delay the Closing or (B) that, if occurring or' arising or in existence

before or on the date of this Agreeme~~t would have caused a representation or ~~~arranty

of Purchaser to be inaccurate or deficient; and (ii) any notice or other written

30

w~=,s'r~,2x ~ ~aa~2~.~t



communication from any Person alleging that the consent of such :Person is ar may be

required in connection with the consujnmation of.~the transactions contemplated by thisAgree~~~ent. The delivery of any notice pursuant to this Section 4.13(b) shall not have

any effect on the satisfaction of the condition to closi~ag set forth in Section 5 or Seller'sright to terminate the Agreement pursuant to Section 7 and shall not be deemed. to limit or

otherwise affect any remedies available to the Seller or prevent or cure anymisrepresentations or breach of wan•anty.

4.14 Use of Naxnes.

Within thirty (30) days of the Closing, the Seller shall discontinue use of and, asapplicable, remove from any buildings, signs, vehicles or other asset or property ofSeller, any trademarks included in the Intellectual Property comprising the Assets andany variations thereof and, in connection therewith, the Seller and each Affiliate shall

change their names for purposes of the administration of the Bankruptcy Case and shallseek court approval for such change.

4.15 Confidentiality.

The Seller acknowledges and agrees that from a~~d after the Closing, all non-public information z•elating to the Business, including the Assets and the AssumedLiabilities, shall be valuable and proprietary to Purchaser and its Affiliates. The Selleragrees that, from and after the Closing, Seller shall not disclose to any Person anyinformation relating to Purchaser and its Affiliates, or the Business, including the Assetsand the Assumed liabilities, except as required by applicable law; provided, that theSeller shall give prompt notice to Purchaser prior to any such disclosure to the extentpermitted by such applicable law. The Seller acknowledges and agrees that the remediesat law for any breach or threatened breach of this Section 4.15 by Seller maybeinadequate to protect Purchaser ar~d its respective Affiliates and tiaat the damagesresulting from any such breach may not be readily susceptible to measurement inrr►onetary terms. Accordingly, without p3•ejudice to any other rights or remedies otherwiseavailable to Purchaser or its respective Affiliates, each party acknowledges and agreesthat upon any breach ox threatened breach by Seller of the terms and conditions of thisSection 4.15, Purchaser and its respective Elffiliates, as applicable shall be entitled to seekimmediate injunctive relief and to an order• restraining any threatened or future breachfrom a~~y court of competent jurisdiction without proof of actual darraages or posting ofany bond in connection with any such remedy. The provisio~~s of this Section 4.15 shallsurvive the Glasing.

Conditions Precedent to the Oblivation of the Purchaser.

"1'he obligatio~~ of the Purchaser to consummate the transactions contemplated bythis Agreement is subject to the fulfillment on or prior to the Closing llate of each of thefollowing conditions, any one or more of which (to the e~tcnt permitted by lav,~) may hewaived by the Purchaser•:

31

\~✓ES7\2£~ 1884727.4



5.1 Representations and Warranties; Covenants.

The representations and «~arranties of Seller set forth herein shall be true and

correct on and as of Closing in all material respects, with the same force and effect as

though made on as of said date, except as affected by the transactions contemplated

hereby (except those representations and warranties that address matters only as of a

specified date, which shall be true and correct in all respects as of that specified date).

The Seller shall have performed in all material respects its obligations, covenants and

agreements contained in this Agreement to be performed and complied with by the Seller

at or before the Closing, including, without limitation, compliance in all material respects

with all timing requirements contained. in Section 4J hereof. The Purchaser shall have

received a certificate of Seller to such effect signed by a duly authorized officer thereof:

5.2 No Material Adverse Change.

There shall have been no Material l~dverse Change in (i} the Assets, or (ii) currentvendors' or customers' willingness to continue doing business with the Seller asevidenced. by written communication to Seller indicated they intend to terminate suchexisting business relationships with Seller; provided that in the case of vendors, suchchange sha]1 not be deemed to have occurred unless (xx) current vendors representingthirty percent (30%) of Seller's purchases of parts, supplies or other• materials over the

twelve (12) month period immediately preceding the Closing have delivered such writtencommunication to Seller, (yy) either Open Eye or Greenbase have delivered such writtencommunication to Seller, or (zz) current customers representing thirty percent (30%) of

Seller's revenue over the twelve (12) month period immediately preceding the Closinghave delivered such written communication to Seller; in each of the foregoia~g cases tothe extent occurring between the Execution Date tmtil the Closing; provided, ho~~ever,

that in determining whether there has been a Material Adverse Change or whether aMaterial Adverse Change could or would occur, any change; event or occurrenceprincipally attributable to, arising out of, or• resulting from any of the following shall also

be disregarded: (A) general economic, business, industry or general credit, financial orcapital market conditions (whether in the United States or internationally), includingconditions affecting ;eneralIy the industay of which the Business forms a part; (B) thetaking of any action required or permitted by this Agreement; (C) the taking of any action

with the written approval of Purchaser, (U) acts of war (whether declared or notdeclared), sabotage, terrof•is~n, military actions or the escalation thereof; (E) anyprospective changes in applicable laws, regulations or accounting rules, including GAAPor interpretations thereof, or any changes or prospective changes in the interpretation orenforcement of any of the foregoing,' or any changes in genera( legal, regulatory orpolitical conditions; (F) any existing event, oce~u~rence ar circumstance ti~~ith respect towhich Purchaser has }cnowledbe as of the date hereof (including any matter set forth in .any written disclosures delivered to Pln-chaser); and/oz' (G) to the extent any adversechange arises out of any default or breach by Seller, the same is cured before theexpiration of any applicable grace, notice and/or cw~e period applicable theretohereunder.

32

W IS"I \281584727.a



~3 No Order.

No Governmental Body shall have enacted, issued, promulgated, enforced or

entered any statute, rule, regulation, injunction ar other ordea• (whether temporary,

preliminary or permanent) which is in effect and has the effect of making the transactions

contemplated by this Agreement illegal or otherwise restraining or prohibitingconsummation of such transactions and which are not satisfied or resolved or preempted

by the Sale Approval Order.

5.4 Bankr~tcy Filing; Bid Procedures and Sale Order.

'i'he i~ankruptcy i:ase shall not have been dismissed or converiea io chapter 7 ofthe Bankruptcy Lode and no trustee shall have been appointed and the Bankruptcy Courtshall have entered the Bid Procedures Order, in substantially in the form and substance

attached as Exhibit A hereto, and Sale Approval Order (in the form and content attachedas Exhibit B to this Agreement ar with such changes as are reasonably satisfactory toPurchaser) and neither the Bad Procedures Order nor the Sale Approval Order (as soentered) shall have been vacated, reversed or stayed.

5.5 "l~ransition Services A~reernent.

Seller and Purchaser shall have mutually executed and deliveyed, concurrentlywith the Closing, a transition services agreement (in tl~e form and substance reasonably

satisfactory to the Parties) providing for (i) an arrangement (the costs of whicharrangement shall be borne entirely by Purchaser) to facilitate the transition of theemployees of Seller's Gex•man affiliate to Purchaser or an Affiliate of Purchaser, (ii) anarrangement pursuant to which Purchaser will, subject to paying all of Seller's rent,insurance, utilities, and other carrying costs attributable to such premises and othercusto►nary terms and provisioaas of such arrangements, be entitled to utilize Seller'sGlenda]e, California facility for a limited period of tine following the Closing (not toexceed ninety (90) days), and (iii) any other arrangements or terms and provisions asPurchaser and Seller may, in their respective sole and absolute discretion, mutually agreeupon (the "Transition Services Ahreement").

5.6 Schedules and Certain Exhibits.

Purchaser and Seller shall have mutually agreed on the form and content of allSchedules (including, ~~~ithout limitation, the Disclosure Schedules) to this Agreementand Exhibits C through F hereto by not later than two (2) Business days followingSeller's delivery of drafts thereof (which shall have been prepared and provided in goodfaith by Seller) to Purchaser.

5.7 Closin~Dacuments.

The Seller shall have delivered the documents required to be delivered toPurchaser pursuant to Section I.B, in .each. case, on the Closing Date..

33

w~LST~28~ssa~zz~



Any waiver of a condition set forth in this Section 5 shall be effective only irsuch waiveris stated in writing and signed by the Puz•chaser; provided, however, that the consent of aPurchaser to the Closing shall constitute a waiver by Pu~-chasei- of a~iy conditions toClosing not satisfied as of the Closing Date.

Conditions Precedent to the Obligation of the Seller to Close.

The obligation of the Seller to consumiraate the transactions contemplated. by thisAgreement is subject to the fulfillment nn or prior to the Closing Date of each ofthefollowing conditions, any one or mo~•e of which (to the extent permitted by lave) may bewaived by the Seller:

6.1 Representations and Warranties; Covenants.

The representations and warranties of the Purchaser set forth herein shall be trueand correct in all material respects on and as of the Closing, with the same force andeffect as though made on and as of the said date, except as affected by the transactionscontemplated hereby (except those representations and warranties that address mattersonly as of a specified date, which shall be true and correct in all respects as of thatspecified date). The Purchaser shall have performed, in all material respects, itsobligations, covenants and abreements contained in this Agreement to be performed andcomplied with by the Purchaser at or before the Closing. 'The Seller shall have received acertificate of the Pu~•chaser to such effect signed by a duly authorized officer thereof.

6.2 No Order.

No Governmental Body shall have enacted, issued, promulgated, enforced orentered any statute, rule, regulation; injunction or other order (whether teanporary,preliminary or permanent) which is in effect and has the effect of making the transactionscontemplated by this Agreement illegal or otherwise restraining or prohibitingconsummation of such transactions and which are not satisfied or resolved or preemptedby the Sale Approval Order.

6.3 A~provalOi-ders.

The Bankruptcy Court shall have entered the Bid Procedures Order (in the formand substance attached as exhibit A hereto or with such changes as are reasonablyacceptable to Purchaser) and Sale Approval Order (in the form and content attached asExhibit B to this Agreement or wish such changes as are reasonably acceptable toPurchaser) and neither tl~e Bid Procedures Order nor the Sale Approval Order (as soentered) shall have been vacated, reversed ar stayed.

6.4 Transition Services Agreement.

Seller and Purchaser shall have mutually executed and delivered, concurrently~~vith the Closing; the "Transition Services Agt•cement.

34

~~~i:sr+,2s~ ssa~2~.a



6.5 Schedules and Gej-tain Exhibits.

Purchaser and Sellez- shall lave mutually agreed on the form and content of allSchedules (including; without limitation, the Disclosure Schedules) to this Agreementand Exhibits C through F by not later tha» two (2),Business Days following Seller'sdelivery o1'drafts thereof (which shall have been prepared and provided in good faith bySeller) to Purchaser.

6.6 Closing; Documents.

The Purchaser shall have delivered the documents and. payments required to bedelivered by it to Seller• on the Closing Date.

Any waiver of a condition set forth in this Section 6 shall be effective only if such waiveris stated in writing and signed by Seller; provided; however, that the consent of Seller tothe Closing shall constitute Seller's waiver of any conditions to Closing not satisfied as oftl~e Closing Date.

7. Termination of A reg ernent.

7.] Termination Prior•to Closing.

Notwithstanding anything herein to the contrary, this Agreement may beterminated, and the transactions contemplated by this Agreement abando►aed, at any timebefore the Closing, upon notice by the terminating Party to the other Party:

(a} by the mutual written consent of the Seller and the Purchaser, inwhich case, this Agreement shall he null and void and orno legat effect whatsoever;

(b) by Purchaser, if {i) Seller shall have failed to comply with any ofthe deadlines set forth in Section 4.7 a or {ii) the Closing shall not have occurred by July13, 2018: rovided, however, that the right to terminate this Agreement under thisSection 7.lfb) shad not be available to Purchaser to tl~e extent Purchaser shall have beenthe cause of, or Purchaser's acts or omissions shall have resulted in, the failure of theClosing to occur prior to such date;

(c) by Purchaser, if (x) any condition set forth in Section S.l relatingto the representations and warranties of Seller contained in this Agreement shall fail to betrue and correct to the extent required by Section 5.1, or (y} any condition set forth inSection 5 (other than Section S.l and Section ~.2} shall fail to be satisfied pt•ovided,however, that the right to terminate this Agreement under this Section 7.1(c)(y) shall notbe available to Purchaser to the extent Purchaser shall have been the cause of, orPurchaser's acts or omissions shall have resulted in, the failure oTsuch condition to besatisfied or (z} there shall be a material breach by Se11cr of its covenants or agreements inthis Agreement that in either case (i) would result in the failure of a condition set forth inSection 5 and (ii) which is not c«rable or; if curable, is not cured within five (~) calendardays after written notice thereof is delivered by tl~e Pw-chaser to the Seller; provided, that

35

wrs r~2s~ Ks~~z~.a



the Purchaser may not terminate this Agreement pursuant to this Section 7.1(c} if

Purchaser is in material breach of this Agree~uent;

(d) by Seller, if (w) any condition set forth in Section C.1 relating to

the representations and warranties of Purchaser- contained in this Agreement shall fail to

be true and correct to the extent required by Scetion 6.1, or (x) any condition set forth in

Section 6 (other than Section 6.1) shall fail to he satisfiedLirovided, however, that the

right to terminate this AgreeJnent under this Section 7.1(d)(x) shall not be available to

Seller to the extent Seller shall have been the cause of, or Seller's acts or omissions shall

have resulted in, the failure of such condition to be satzs~ed or (y) there shall be a

material 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 and (ii}

which is not curable or, if curable, is not cured within five (5) calendar days after written

notice thereof is delivered by the Seller to the Purchaser; or (z) the Closing shall not have

occurred by July 13, 2018; provided, that the Seller may not terminate this Agreement

pursuant to this Section 7.1(d) if Seller is in material breach ofthis Agreement;

(e) by Purchaser or Se}ler, upon the occurrence of an Alternative

Transaction; provided that Purchaser shal] not have the right to terminate this Agreement

pursuant to this Section 7.1(e) if Purchaser is in material breach of this Agreement;

(fl by Pw•chaser, if an order of the Bankruptcy Court is entered

dismissing the Bankruptcy Case, converting the Bankruptcy Case to a Chapter 7 of the

Bankruptcy Code or appointing a Chapter 11 or Chapter 7 trustee in the Bankruptcy

Case, provided, that the Purchaser may not terminate this Agreement pursuant to this

Section 7.7 (f.) if Purchaser is in material breach of this Agreement;

(~) [Intentionally Omitted]

satisfied.(h) by Purchaser, ifthe condition set forth in Section 5.2 is not

7.2 Effect of ~I,ef•mination.

(a) In the event this Agreement is terminated by Seller and Purchaser

in accordance with Section 7.1(a), or in the event that this Agreement is terminated by

Seller in accordance with Section 7.1(d)(x) provided that Purchaser shall not have been

the cause of, or Purchaser's acts or omissions shall not have resulted in; the failure of a

condition to be satisfied giving rise to Seller's right to terminate under such Section

7.1 d x ,the Parties shall jointly instruct the Escrow Holder to disburse the Deposit to

Purchaser within three (3) Business Days after the date of such termination. Each of the

Parties s}aall otherwise suffer their own losses, costs, expenses oz' damages arising out of,

under' or related to this Agreement.

(b) ~n the eve~lt this Agreement is terminated by Seller' in accordance

with Section 7.l {d)( ~)Lor (z), or in the event that this Agreement is terminated by Seller in

accordance with Section 7.l d x provided that Purchaser shall have been the cause of,

or- Purchaser's acts or omissions shall have resulted in, the failure of a condition to be

36

i~~~s r~zs i ssa~z~.~



satisfied giving rise to Seller's right to terminate under such Section 7.1(d)(1), Seller and1'urchasec shall jointly instruct the Escrow Holder to disburse the Deposit to Seller withinthree {3) Business Days after tl~e date of such termination. Each of the Parties shallotherwise suffer their own losses, costs, expenses or damages arising out of; under orrelated to this Agreeme~at. In the event this Agreeme»t is terminated by Se1]er in

accordance with Section 7~d (v) or (z~, or in the event that this Agreement is terminatedby Seller in accordance with Section 7.1(d)(x} provided that Purchaser shall have beenthe cause of, or Purchaser's acts or omissions shall have resulted in, the failure of acondition to be satisfied giving rise to Seller's right to terminate under such Section7.1 d x , under no circumstances shall the liabilities of Purchaser to Seller exceed theamount of the Deposit.

(c) In the event this Agreement is terminated by Purchaser in

accordance with Section 7.1(b), (c), (e), (fl, (~) or ~ the Purchaser and Seller shalljointly instruct the Escrow Holder to disburse the Deposit to Purchaser within three (3)Business Days after the date of such termination.

(d) [Intentionally Omitted]

(e) If Purchaser is not in default hereunder and. Seller fails to make therequired deliveries at the Closing ar materially defaults under this Agreement with nofault of Purchaser, then Purchaser shall have the right to pursue the remedy of specificperformance of this Agreement in the Bankruptcy Court, in which case, if successful,Purchaser shall be entitled to offset from the Purchase Price paid at Closing all of itsreasonable costs and expenses incurred in connection therewith (including, withoutlimitation, reasonable attorneys' fees).

(~ [Intentionally O~nitted~

Miscellaneous.

8.1 Certain llefinitions.

(a) As used in this Agreement, the following teens have the followingmeanings:

"Accounts Receivable" means accounts receivable and all trade receivables of theSeller to the extent relating to the Business, together with any unpaid interest accniedthereon from the respective obligors and any security or collateral therefor, includingrecoverable deposits.

"Affiliate" means, with respect to any specified Person, any other Person thatdirectly; ar indirectly throubh one or more intermediaries, controls, is cont►•olled by or isunder common control with such specified Person.

"Alternative Transaction" means, prior to the Closing, (i) Purchaser is the Back-Up Bidder (as defined in the Rid Procedures Order) and a third party is declared theSuccessful Bidder (as defined in the I3id Procedures Order) and a transaction ~o~ith such

37

~~'r~s r~zs i sx~~~z~.~t


Case 18-11142-CSS Doc 168-1 Filed 07/1.0/18 Page 40 of 99

Successful Bidder• for substantially all the Assets closes, (ii) a third party other thanYurchase~• is declared the Successful Bidder and/or Back-Up Bidder, and either ofsuchtransaction to the extent involving substantially all tl~e Assets closes or (iii) confirmationof a plan of reorganization in the Bankruptcy Case. For the avoidance of doubt, apiecemeal liquidation of Seller's Assets in a Chapter 7 proceeding or Chapter 11proceeding outside of a plan of reorganization shall not he deemed an AlternativeTransaction for purposes of this Agreement.

"Ancillary ~~reements"means the AssignJnent and Assumption Agreement, theBill of Sale, the Assignment of Intellectual Property, the Assumption of AssumedLiabilities, the Bid Procedures Order and all other agreements, documents andinstruments delivered pursuant to Sections 1.7 and. 1;8.

"Asset Taxes" has the meaning ascribed to such term in Section 49(b) hereof.

"Assignment and Assumption Agreement"means the Assignment andAsswnption Agreement substantially in the form of Exhibit C hereto to be executed bythe Purchaser and the Seller on the Closing Date.

"Assi nment of Intellectual Property" means an instrument substantially in theform of Exhibit D hereto to be executed by the Purchaser and the Seller on the Closing;Date.

"Assumption of Assumed Liabilities".means the Assumption of AssumedLiabilities substantially in the form of Exhibit E hereto to be executed and delivered byPurchaser on the Closing Date.

`BeneFt Plan" means (i) all "employee benefit plans", as defned in section 3(3)of ERISA (whether or not such plan is subject thereto), (ii) all employment, consulting orother individual compensation Contracts, and (iii) all bonus or other incentive, equity or•equity-based compensation, deferred or other compensation, profit sharing, pension,change-in-control, severance pay, separation; retention, sick leave; vacation pay, day ordependent care, salary continuation, disability, hospitalization, medical, life ins~2rance,retiree healthcare, retiree life insurance, other retirement, scliolai•ship, legal services,cafeteria; life, health, accident, disability, workers' compensation, paid time oft; fringebenefit or other insurance or employee benefit programs, plans, policies or arrangements,whether written or oral, single employer, rnultiemployer or maltiple employer, or whetherfor the benefit of a single individual or more than one individual, as to which any Selleror any of its ERISA Affiliates contributes, has an obligation to contribute, or has anyLiability, contingent or otherwise, with respect to, or otherwise provides to, any currentor former Business Employee or Service Provider.

"Bid Procedures Order" is defined in Section 4.7(a) hereof.

`Bill of Sale" means a BiII of Sale substantially in the form of Exhibit 1~' hereto tobe eYecut~ed by the Seller o~~ the Closing Date.

38

wrs~r~,?x~xsanza



`Books and Records" means all files, docwnents, instruments, papers, books andrecords; including Tax books and records (whether stored or maintained in hard copy,digita] or elect~•onic format or otherwise) solely to the extent relating to the Business orthe oiher Assets; including Contracts, customer lists, customer information and accountrecords, computer tiles, data processing recoa~ds, payroll, employment and personnelrecords, advertising and marketing data and records, credit records, records relating tosuppliers and other data, but "Books and Records" shall not include any of the foregoingto the extent (i) the same are the subject of any attorney-client, work product oi• similarprivilege with respect to work perform in anticipation of or in connection with thepreparation or administration of Case; ar (ii) the transfer of the same would violate anyPerson's privacy rights.

"Business Day" means any day that is not a Satua•day, Sunday or other day onwhich banks located in New York, New York are authorized or obligated to close.

"Business Employ"means the Seller's current employees enraployed inconnection with, or rendering services to, the Business, wherever located.

"Chian" means a suit, claim, action, proceeding, inquiry, investigation, litigation,demand, charge, complaint; grievance, arbitration, indictment, or grand jury subpoena.

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of l 985as described in Section 4980B of the Code. sections 601 et sue. of ERISA, each asamended, and the regulations promulgated thereunder.

"Code" means the Internal Revenue Code of 1986, as amended, and theregulations promulgated thereunder.

"Contract" means any written or oral agreement, arrangement, understanding,lease, license, sublicense, or instrument or other• contractual or similar art•angement orcom n~ i t~~~ ent.

"Cure Costs" means the cure, compensation and restatement, costs and expensesof or relating to the assumption and assignment of the Assumed Contracts included in thellssets assumed and assigned to the Purchaser hereunder pursuant to Section 365 of theBankruptcy Code.

"Encumbrances" means all Liens, claims, conditional sales agreements, rights offirst refusal, rights of first offer or rights or first negotiation or options.

"Enviro~lmental I.a~~" means any law, statute, regulation, rule, code, judgment,decree, ordinance, directive, policy or other requirement of a Governmental Body ineffect at the relevant date or for the relevant period relating to the protection of health orthe environment (including ambieni air, indoor air, surface water, gro~mdwater, landsurfaces, sediment or subsurface strata) or natural resources, Releases of or exposure to}-lazardous Material or the handli»g, generation; treatment, transportation, storage, use,arrangement for disposal or disposal, manufacture, distribution, formulation, packagingor labeling of Hazardous Materials. including the Comprehensive Environanental

39

W LS"1281884727.4



Kesponse, Compensation and Liability Act (42 U.S.C. ~§ 960], et seq.), the HazardousMaterials Transportation Act (49 U.S.C. App. ~§ 1801, et seq.), the ResourceConservation and Recovery Act (42 U.S.C. ~§ 6901, et seq.), the Clean Water Act (33U.S.L. ~§ 1251, et seq.), the Clean Air Act (42 U.S.L. ~§ 7401, et seq.) the ToxScSubstances Control Act (15 U.S.C. §§ 2601, et seq.), the Federal Insecticide, Fungicide,

and Rodenticide Act (7 U.S.L. §§ 136, et sect.) and the regulations promulgated pursuantthereto and analogous State and .local Laws.

"Environmental Liabilities and Obligations" means all Liabi]ities arising from anyimpairment or damage to the environment (including ambient air, indoor air, surfacewater, groundwater, laald surfaces, sediment or subsurface strata) or natural resources,failure to comply with Environmental Laws, or the Release of or exposure to ~IazardousMaterials: (a) in connection with the prior or ongoing ownership or operation of the.Business; or (b) on, in, under, to or from the real property currently or formerly owned,operated, occupied or leased in connection with the ongoing or prior ownership oroperation of the Business, including Liabilities related to: (i) the handling, generation,treatment, transportation, storage; use, arrangement for disposal or disposal, manufacture,distribution, formulation, packaging or labeling of Hazardous Materials; (ii) ttie Releaseof or exposure to Hazardous Materials; (iii) any other pollution or contamination of thesurface, substrata, soil, air, ground water, surface water or marine environments; and (iv)any other obligations imposed under Environmental I_,aws with respect to the Business arthe real property currently or• formerly owned, operated, occupied or leased in connectionwith the ongoing or prior ownership or operation of the Business; and (v) all otherdamages and losses arising under applicable Law as a result of any of the mastersidentified in clauses (i) - {iv) of this definition.

"Equipment" means all machinery, rolling stock, equipment, computerequipment, software, software syste►ns, databases and database systems used at anypremises which are the subject of the Assumed Lease assumed and assigned at theClosing.

"FRIBA"means the Employee Retirement Income Security Act of 1974, asaanended, and the regulations promulgated thereunder.

"ER1SA Affiliate" means any Affiliate of any Seller and any other entity that,ta~ether with tl~e Seller, Tray be treated as a single employes- wider section 4001 ofER1SA or section 4l4 of the Code.

"Executory Contracts" means any executory Contract related to the Business towhich Seller is a party a~~d that is set forth on Schedule 4.10(a), as such Schedule may beupdated by Purchaser from time to tune following the Execution Date (including pursuantto Section 4.1 U).

"T'ixed Assets" means all furniture, fur•nishinbs, fixtures, trade fixtures, racks,pallets, displays and office equipment used exclusively in connection with the Businesslocated in any premises that are held or operated pursuant to the Asstnned Lease assumedand assigned at the Closing.

40

WL-ST~281884727.4



"GAAP" means United States generally accepted accounting; principles, as

applied by Seller on a consistent basis during the periods involved in accordance with

Seller's historical practices.

"Governmental Body" means a domestic or foreign national, federal. state,

provincial, or local governmental, regulatory or administY•ative authority, department,

agency; commission, court, tribunal, arbitral body or self-regulated entity.

"Hazardous Material" means any substance; material or waste which is regulated

by a~ay Governmental Body, including petroleum and its by-products, asbestos, and. any

material or substance which is defined as a "hazardous waste," "hazardous substance,"

"hazardous material " "restricted hazardous waste " "industrial waste " "solid waste "> >"contaminant," "pollutant," "toxic waste" or "toxic substance" or otherwise regulated

under any provision of Environmental I~aw or far which Liability can be imposed under

any Environmea~tal Law.

"Intellectual Property" means, to the extent relating to or used exclusively in

connection with the Business, whether owned or licensed, whether related to use in theUnited States or another• country, (i) any and all patents (including design patents) and

patent applications (including docketed patent disclosures awaiting filing, reissues,divisions, continuations, continuations-in-part and extensions), patent diselostiresawaiting filing deteranination, inventions and improvements thereto, (ii} trademarks,service marks, certification marks, trade names, brand names, trade dress, logos, businessand product names, slogans, and registrations and applications for registration thereof,(iii) copyrights (including software) and registrations thereof. (iv) inventions, processes,designs, formulae, trade secrets, know-how, industrial models, confidential and technicalinformation, manufacturing, engineering and technical drawings, product specifications;

domain names, discoveries and confidential business information, (v) intellectualproperty rights similar to any of the foregoing, (vi) computer software, web site anddomain names, and (vii) copies and tangible embodiments thereof (in whatever form ormedium, including electronic media).

"Inventory'' means all goods, products, and supplies sold or used in the sale of

any goods or products and all other inventory ov~med and held by Sel(er, in each case tothe extent used in connectioai with the Business, wherever located, and whether on hand,

on order, or in transit to the Business.

"IRS" means the Llnited States' Internal Revenue Service.

"Liabilities" means any direct or indirect, prirnaiy or secondary, liability,indebtedness, obligatioal, penalty, cost or expense (including costs of investigation,collection and defense) of or by any Person of any type, whether accrued, absolute orcontingent, liquidated or unliquidated, Choate or inchoate matured or unmatured, or

otller~vise. Without ii~i~iting the foT~c~goin~ in any manner, the term "Liabilities" includesa~~d refers to all liabilities and obligations for or with respect to Taxes. includingliabilities for Taxes of any Persor7 under Treasury Regulation Section l .l 502-6 (or any

~1

w~5'r~za~ sxa~2~.~a



similar provision of state, local, or foreign lativ}, as a transferee or successor; by contract,or otherwise.

"Lien" means an}~ security interest, mortgage; pledge, lien, encumbrance, right,hypothecation, option, charge or claim of any nature whatsoever.

"Material Adverse Change" means, with respect to Seller, any of the fol]owing:

(a) a material adverse effect on the business, operations, results ofoperations, prospects, assets, liabilities or financial condition of Seller and the Business,taken as a whole;

(b) a material adverse effect nn the ability of Seller to perform itsobligations under this Agreement;

(c) any claim against Sel[er, not previously disclosed to Purchaser,with a reasonable likelihood of an adverse decision that would result in the occurrence ofan event described in clauses (a) or (b) above.

hereof."Paying Party" shall have the meaning ascribed to such term in Section 49(c}

"Person" means any individual, corporation, partnership, limited liabilitycompany, limited liability partnership, joint venture, joint-stock company, trust,Govermnental Body or other entity.

"Prepaid Expenses" means all credits, prepaid expenses (including unamortizedadvertising expenses}, deferred charges, advance payments, security deposits, andprepaid items (including in respect of Taxes) of the Seller to the extent arisingexclusively in connection with the Business, in each case which are paid or prepaid bySeller on or prior to the Closing Date and that correspond to, or are to be amortizedduring, a period after the Closing llate.

"Real Property Lease" means each lease, sublease or license of real property usedar held for use by Seller in the conduct of the Business under which Seller is a tenant, assuch lease, sublease or license may be amended, modified, extended or suppleme~itedfrom time to time.

"Rei~nbursin~ Party" shall have the meaning ascribed to such term in Section4.9(c) hel•eof.

"Release" means any release, spill, emission, lealcinc, pumping; injection, deposit,disposal, discharge, dispersal, migration or Icachi~lg into or through the indoor or outdoorenvironment; or into or nut of any p►•operty.

"Remedial Action" means all actions to (i) clean up, remove, treat or in any other~vay address any Hazardous tVlaterial; (ii} prevent the Release of any Hazardous Materialso it does not endanger or threaten to e~ldanger public health or welfare or the indoor or

~~

wrs nzR i ssa~2~.a



outdoor environment; (iii) perform pre-remedial studies and investigafians or post-remedial monitoring and care; or• (ivj to correct a condition of noncompliance ~~<ithenvironmental Laws.

"Representative" means, with respect to a particular Person, any director, office•,manager, partner, member, employee, agent, consultant, advisor or other representative ofsuch Person; including legal counsel, accountants, and financial advisors.

"Sale Approval Order" is defined in Section 4.7(a) hereof.

"Security Deposits" means all security deposits (including cash) held by theianaiord unciea• the i~ssumed Lease or counterparties to any oiher assumed iontract.

hereof."Straddle Period" shall ]lave the meaning ascribed to such term in Section 4.9(b)

"TaY" or "Taxes'' means all taxes, charges, fees, imposts, levies or otherassessments, including all net income; franchise; profits, gross receipts, capital, sales, use,ad valorem, value added, transfer, transfer gains, inventory, capital stock, license,withholding, payroll, employment, social security, unemployment, excise, severance;stamp, occupation, real or personal property, and estimated taxes, customs duties. fees,assessments and charges of any kind whatsoever, together with any interest and anypenalties, fines, additions to tax or additional amounts thereon, unposed by any taxingauthority (federal, state. local or• foreign) and shall include any successor or transfereeliability iii respect of Taxes.

"Transfer Taxes" means all documentary, stamp, transfer, motor vehicleregistration, sales, use, excise and other similar non-income Taxes and all filing andrecording fees (and any penalties and interest associated with such Taxes and fees)arising from or relating to the consummation of the transactions contemplated by thisAgt-eeme~lt.

"Tax Returns" means all returns, declarations, reports, forms, estimates,information returns and- statements required to be filed in respect of any Taxes or to besupplied to a taxing authority in connection with any Taxes.

"WARN Act" means the Worker Adjustment and Retraining Notification Act (29U.S.L. ~ 2101 et seq.) and any similar law.

8.2 Consent to Jurisdiction; Service of Process; Waiver of Jury "Trial.

(a) The Purchaser and tt~e Seller irrevocably and unconditionallyconsent to submit to the jurisdiction of the Bankruptcy Court for any litigation arising outof or relatinb to this Abreement and the transactions contemplated hereby (and agree notto~commence any litigation relating hereto except in tl~e Ba~~kruptcy Court).

(h) Any and all service of process and any other notice in any suchClaim slla)1 be effective against any Party if given personally or by registered or• certified

43

~~%L-57\2K 18847~7.~1



mail, return receipt requested, or by any other means of mail that requires a signedreceipt, postabe prepaid, mailed to such Yarty as herein provided. Nothing herein

contained shall be deemed to affect the right of any Party to serve process in any mannerpermitted by law or to commence legal proceedings or otherwise proceed against anyother Party in any other jurisdiction.

8.3 Notices.

Any notice or other communication required or permitted hereunder shall be inwriting and shall be deemed to have been duly given (a) on the day of delivery ifdelivered in person or by electronic mail, (b) nn the first (1st) Business Day following tl~edate of dispatch if delivered by a nationally recognized express courier service, or (c) onthe fifth (5th) Business Day following the date of mailing if delivered by registered orcertified mail, return receipt requested, postage prepaid. All notices hereunder shall be

delivered as set forth below, or pursuant to such other instructions as may be designatedby notice given in accordance with this Section 8.3 by the Party to receive such notice:

(a) if~to the Purchaser, to:

Costar Video Systems; LLCAttention: Scott Switzer, CFOl 01 Wrangler DriveCoppell, TX 75019Email Address: [email protected]~~

with a copies to:

D~,A Piper LLP (US)4365 Executive Drive, Suite ll 00San lliego, CA 92121-2133Attention: Matthew W. LeivoEmail Address: matt.leivona,dlapiper.co~n

and

DLA Piper LLP (US)2000 Avenue of the Stars, Suite 400 NorthLos Angeles, CA 90067-4704Attention: Eric D. GoldbergEmail Address: eric.goldberg~dlapiper.com

(b) if to the Seller, to:

Arecont Vision, LLC425 E. Colorado Street, 7`'' FloorGlendale, GA 9].205Attention: Scott Avilaemail Address: savila~armorystratebic.com

44

wesT~2~~ ssa~2~.~



with a copy to:

Pachulski Stang Ziela] &Jones LLP10100 Santa Monica Blvd., l3`'' FloorLos Angeles, C/A 90067Attention: Ira D. Kharasch, Esq.Email Address: [email protected]

8.4 Entire Agreement.

This Agreement (including any exhibits or schedules hereto), the AncillaryAgreements and any other collateral agreements executed in connection with the

consummation of the transactions contemplated hereby, contain the entire agreement

among the Parties with respect to the subject matter hereof and supersede all prior

agreements, written or oral, with respect thereto. Any exception or disclosure made bySeller in the Disclosure Schedules to this Agreement with regard to a representation of

the Seller shall be deemed made with respect to any other representation by such Party to

which such exception or disclosure is reasonably apparent.

8.5 Waivers and Amendments.

This Agreement may be amended, superseded, canceled, renewed or extended,

and the terms hereof may be waived, only by a written instrument signed by the

Purchaser and the Seller or, in the case of a waiver, by the Party waiving compliance. No

delay on the part of any Party in exercising any right, power or privilege hereunder shalloperate as a waiver thereof, nor shall an}~ waiver on the part of any Party of any suchright, power or privilege, nor any single or partial exercise of any such right, power orprivilege, preclude any further exercise thereof or the exercise of any other such right,

power or privilege.

8.6 Governing J.,aw-

This Agreement and all Claims with respect thereto shall be governed by andconstrt►ed in accordance with federal bankruptcy Iaw, to the extent applicable, and, wherestate law is implicated, the laws of the State of Delaware without regard to any conflict oflaws rules thereof that might indicate the application of the laws of any other jurisdiction.

8.7 Bindin~fect; ~1ssi n~ ment•

This Agreement shall be biiading upon and inure to the benefit of the Parties andtheir respective successors and assigns. This Agreement is not assibnable by any Partywithout the prior written consent of the other Party; provided that the Purchaser mayassign this Agreement to a Designated Pui•chasei• or one or' more of its Affiliates,provided, further that the Purchaser shall not be relieved of any of its obligations underthis Ag~~eement as a result of~such assignment.

45

~~esT~za~ssa~2~.4



8.8 Usage.

All pronouns and any variations thereof refer to the masculine, feminine or neuter,singular or plural, as the context may.require. All tea-~ns defined in this Agreement intheir singular ox plural forms have correlative meanings when used herein in their plural

or singular forms, respectively. Unless otherwise expressly provided, the words

"include," "includes" and "including" do not limit the preceding words or terms and shall

be deemed to be followed by the words "without limitation."

8.9 Articles and Sections.

All references herein to Articles and Sections shall be deemed ~~eferences to such

parts of this Agreement, unless the context shall otherwise require. Tl~e Article andSection headings in this Agreement are for reference only and shall not affect the

interpretation of this Agreement.

8.10 Interpretation.

The Parties acknowledge and agree that (a) each Party and its counsel ~•eviewedand negotiated the terms and provisions of this Agreement and have contributed to its

revision, (b) the rule of construction to the effect that any ambiguities are resolvedagainst the drafting Party shall not be employed in the interpretation of this Agreement,and (c) the terms and provisions of this Agreement shat) be construed fairly as to eachParty, regardless of which Party was generally responsible for the preparation of thisAgreement.

8.11 Severabilit~Provisions.

If any provision or any portion of any provision of this Agreement shall be heldinvalid or unenforceable, the remaining portion of such provision and the remainingprovisions of this Agreea~ie~at shall not be affected thereby. If the application of anyprovision o►• any portion of any provision of this Agreement to any :E'erson orcircumstance shall be held invalid or unenforceable, the application of such provision orportion of such provision to Persons or circumstances other than those as to which it isheld invalid or unenforceable shall not be affected thereby.

8. ] 2 Counterparts.

"Phis Agreement may be executed by the Parties in separate counterparts, each ofwhich when so executed and delivered shall be an original, but all such counterpartstogether sha11 constitute one and the same instrument. Each counterpart may consist of anumber of copies hereof each signed by less than all, but tobether sibned by all, of~theParties.

8.l 3 No "Third Party Beneficiaries.

No provision of this Abreetnent is intended toi or shall, confer any third partybeneficiary or other rights or remedies upon any Person other than the Panties. Without

46

~jES I12818~i4727.4



limiting the generality of the fore6oing, no pt~ovision of this Agreement shall create any

third party beneficiary rights in any employee or f'or~l~e~• employee of'the Seller in respect

of continued employment by the Seller.

8.14 Attorneys' Pees.

In the event that Seller oa- Purchaser bring an action or other proceeding to

enforce or interpret the terms and provisions of this Agreement, the prevailing Party(ies)

in that action or proceeding shall be entitled to have and recover from the non-prevailing

Party(ies) all such fees; costs and expenses (including, without limitation, all court costs

and reasonable attorneys' fees) as the prevailing Party(ies) may suffer or incur in the

pursuit or defense of such action or proceeding.

8.15 [reserved].

8.16 Survival.

The respective representations and warranties of Seller and Purchaser herein, or in

any certificates or other documents delivered prior to or at the Closing, shall

automatically lapse and cease to be of any further force or effect whatsoever upon the

Closing.

8.17 Non-Recourse

No past, present or future director, officer, employee, incorporator, member,

partner or equity holder of the Parties to this Agreement will have any liability for any

obligations or liabilities of Seller ox Purchaser, as applicable, under this Agreement, or

any agreement entered into in connection ]~erewith of or for any claim based on, in

respect of or by reason of the transactions contemplated hereby and thereby. Any claim

or cause of action based upon, arising out of, or related to this Agreement or any

agreement, document or instrument contemplated hereby may only be brought against

Persons that are expressly named as Parties hereto or thereto, and then only tivitll respect

to the specific obligations set forth herein or thereizl. Other than the Parties, no Person

shall have any liability or obligation for any of the representations, warranties, covenants,

agreements, obligations or liabilities of any Party under this Agreement or the

agreements, documents or instruments contemplated hereby or of oz' for any action or

proceeding based on, in respect of, or by reason of, the transactions contemplated hereby

or thereby {including breach, termi~~ation or failure to consummate such transactions), in

each case whether based on contract, tort, fraud, strict liability, other Laws or otherwise

and whether by piercing-the corporate veil, by a claim by or on behalf of a Party hereto or

another Person or otherwise. In no event shall any Party be liable to another Party for

any remote, speculative or punitive damages with respect to the transactions

contemplated hereby.

8.18 [Intentionally Omitted.

[Ren~taii~der• ofPa~~e h~tentior7crllyLeft Blm~k]

47

wesT~zsissa;2~.=~



IN WITNESS WHEREOF, Seller has executed this Agreement as of the date first

above written.

5EI,I,F,R:

By:

Arecont Vision, LLC, a Delaware limitedliability company

Naii~c: ~i. SCoi~ f~ivilaTitle: Chief Restructuring Officer

Signature Pabe for Are~cont —Costar APA

VdI~.S"I \2K 1884727.~t


Case 18-11142-CSS .Doc 168-1 Filed 07/10/18 Page 51 of 99

IN WITNESS WHEIZEOP, Purchaser has executed this Agreement as of the date

first above written.

PURCHASERS:

Costar Technologies, Inc.,a Delaware corporation

By,._ i

N ie:~Sco ~vltzerTitle: Auth zed Signatory

Costar Video Systems, LLC,a Delaware limited liability company

~ ',

By_N~;ire. co SwitzerTitle: ut 'zed Signatory

Signature Page for Arecont —Costar AYA



SCH~llULES

[TO BE COMPL~T~D AND AT'I'ACIIED AS AND WHEN PROVIDED IN THEASST PURCI IASE AGREEMENT]

Schedules

Vl%F?S7 \281384727.4


Schedule 1.6

[To Be App

ende

d Before Fil

ing]

m N N N N N C~

Sche

dule

1.6

!~I

~~~0 n N rn N u cD Q 0 N 0 N c~ w 0

W F,S

T\Z818R4727.4


Schc do

le 1.6

Ciosin~ Net Working Cao

i(~I

Calc

ulat

ion Urtail &Example

TlL~

srru

rire

Cal

crda

tinr

r Raced on&olimaterl An:ormts;

Nnr In[caded far Bid YaJnufinn Purpose•

~

Source Data

Calc

ulat

ion/

Comm

ent

N i

Acco

~m(s

Rec

eic:

~ble

$ x,')92,000

AR aging exp

ort fr

om QuickBooks

Total gross• acc

o~mi

s receivable, i.e., nU

acc

ount

ing reserves

~

Less

~

Oder 90 Days Past Due

(110

,37C

+1AR aging exp

ort fr

om QuickBooks

Net bai~nees by cus

tome

r only, ro [op

-level jou

rnzl

ent

ries

, e(c

N

Stock Ro

tati

on Accrual

~7jp

pp~}~M sal

es and stock rotatim~ claims Vy costumer;

Cale

tila

le TTM act

ual rotation clairrtt % by customer; zpply ro

tati

on clams % by eeslomer to pro-

l J

latest "4r

econ

t b(

odel

2017-2g10`

in data room

rate

d % oPFTM sales per

business plan; sum re>ulling projected clairtu by costumer

Stoc

k Rocacion Claims Fi

led

(45 ,00

0)Daily re

port

of st

uck ro

tati

on claims

N/A

Ship&Ucbit Claims Filed

(396

.000

)Daily re

port

of sli

ipRd

ebit

cla

i ms

N/A

Adjusted :~e

coun

ls Receivable

5 4,

751,

624

C~

N

Inventory

3 5

,678

,U00

Fishbowl det

ail exports. "Type A", "Type B", "In

Apply GO% to Type B val

~us to ref

lect

G/L car

ryin

g value

~TranSiY'

~

~i_ess

DiscontinuediEOL

(969,693)Fishbowi det

ail exports "Type A", as annotated by E Sum all

aal

ues fo

r partsigcods on E Fxu

t[ li

st; l

ist to rem

ain uxhan~ed fro

m S/S/18

Faust for di

scon

tinv

ed/E

OL as of Si8!] 8

~

B Sto

ck(542,912)

Invenrory "Tape B" det

ail ex

port

tio

m Fishbowl

Apply GG% to reflect G/L car

ryin

g va

lue

(p

QEx

cess

(1,23:,280)

t~ve

ntor

y Months-0n -Hand analysis

511p1 values in excess of ]3 months on hand by par

Vgood, bas

ed nn

rr.~ntfi[y ave

rnye

uca

ve ave

r la

st six

"active"

mont

}s; in

clud

e pa

rt's

/goo

ds I fi

sted

as

but not used over la

st six

mon

ths,

except nzw pro

duct

s~

A dj u

cted hn~entory

$ 5,930,095

~

Acco

unts

P~y

nble

~

Pre-

Peti

tion

(1,300,000)

.4P ag

iox;

exporUrom QuickBooks

N/A

Pre-Peti li

on Acc

«~ed

(5 0,0

00)

.Acc

rued

Exp

ense

s-Inventory fr

om QuickBooks,

~/A

-~

i acluding ar

ry reconciling entries

~

Past

-Pct

itin

n-

.4P agi~ exp

ort fr

om QuickBooks

Zero bal

ance

pre

swr~

es CODiCIA terms wit

h al

l ve

ndor

s~ ~

Post

-Pet

itio

n Ac

crue

d-

.4ecrucd Exp

ense

s -In

vent

ory Bom Qui

ckBo

oks.

Zero balance pre

sian

es CODiCIA terms wit

h al

l vendors

~'P

including any rc

conc

i I ing

cn[

ri cs

.lcc

onrt

ts PayaUle7.4ccn~ed

$ (1.950.000)

~

Net ~1'orkinp C,~pitnl

3 3.161J(9

Schedule 1.6

W GST~2R 1384727.4



~!!

U

rN

a~

N

L+~

i


Schedule Ib (co

ot)

Clos

ins Net Wurkin~ Cap

ital

Ctilcidation Detail Source Data

Dart

✓ori

rprd

s ~ jfilec nn

nied

ure.cuhjec~ !o chunyc ae th

ey ure

upd

ated

; ul

tima

te cal

cutu

limr

w•il! he impacted by hu

sirr

ecs ac

[ivi

ty between now mid dneing..See dm~a rnom,~>r Erce/ frle

x.

Source Data

Plem~mc(s)

Calc

ulnt

inrt

lCom

mv.n

t

A~~coimis Receive Mr

AR aging exp

ort ti

om QuickBooks

A-R Agi np 2018-04-28. x

lsx

Tota

l doss acc

ount

s receivable, i.e., no accounting re

serv

es

t.ess

O~rc

r 90 Day: Pnsl Duc

AK a

nti ng ex

port

fro

m QuickBoo4s

A-K Aging 301

8-04

-38.

xlsx

Nef balances by cu

stom

er only, mto

p-le

vel jo

un~l

ent

ries

, etc

Steck i<o~~'ion Ac

cn.i

alTt'M sal

es and clo

ck rolntion clains 6 ~ et

~ton

x r,

1

X01 G Re

port

Are

cont

Sfock Rotation Analysis.alsx;

Figive used wu an es

tima

te pre

sumi

ne 30% oFi

nven

tory

in th

e fi

eld;

act

uzl calculation described in

latc

ci "Areconl Mo

cle!

2G 17-

1020

" in

dat

a room

Arecom Nadel 2017 - 2020 FCST 04.

30.1

8pr

eced

ing ta

ble

vExterrel.xlsx

Stuc

k Ro

Li;i

or. Claims Filed

Daily re

port

of stock rotation cla

ims

Lrxi-of=Da; Report [i

n-dd-y~yy). xlsz

Figwe «sed was fro

m 5/~/fig re

port

Ship & Dzbrt Cl~

inx

File<I

Daily re

port

ol'

ship

&debit claims

Bud-o

f-Day Report [m-dd-yyyyJ.~sx

Fi~~ve sued was fro

m 5,

'3/ I

R repo

rt grossed iy7 ZO% to reflect Growing sa

les through J ;!y

lnve

rtor

y CI

ass'

A' -AGING REPORT LOCAi70N

Inventory

rish

boii

d de

tail

esporu

~. "Type A",

"Type B".

"in

400x1sx; Im~enrory Cla

ss'B

' -REPORT 8-

Tr2nsi P'

STOCK.xlsx; man

ual tabulatia~ of receivers in

Apply 60% ro Type B values to reflect G!L carrying va

lue

Fishbowl

Lee.

.

Disconn n;~.ed'EOL

Fishbowl det

ail ex

port

s "Type A", as annotated by E

Inventory Cl

ass'

A' - AG1NG REPORT LOCATION

Fzust ;m' disoontinueNEOL as

of'S/8; 18

400.x1sx; E Faust "DIS" annotations inc

lude

dSum all

val

ues fo

r pa

rts/

good

s on E Faust li

st, l

ist to

rem

ain wchanged hom ii S!I

S

3 Stn

ek6r

vent

ory "T}•pe B" det

ail export 6om Fishbowl

Inventory Cl

zcs'

B' - REPOR7 B-STOCK.xisa

Apply 60% to re

flec

t G/L carrying value

Exce

ss6r

verr

ory Mon!hs-On•Hand analysis

00400INVENTORY 05~

Og_~

g 3Yi6M

Sum val

ues in

exc

ess of 13 months on hand by pa

rdgo

od, 6z

sed on mon

thly

average usage over last six

REFORT.zlsx; tcp excess calcxlsx

~ront}u;include parts/goods listed as "active" but

not used over lut six mon

tlu,

exc

ept new pro

duct

s

A ccuunis Pay

able

Prc-Petition

.4}' aging exp

ort fr

om QaickHooks

A-P

Aging [yy

yy-m

m~dd

)xts

xFigure used was an estimate

Re-P

etit

ion Ac

crue

d~a

ccr

ued Ex

pens

es-Inventory fro

m Qu

ickB

ools

,i ncludin~ an

y reconciling entries

Accr

ued Ex

pens

es 3-31-18.xlsz

Fib ve tired came Bom ann

otat

ion by E Der

av;i

ress

ian

Post

-Pet

itio

nAP a,~ng exp

ort fr

om Qui

ckt3

ooks

A-P

Agi

ng [yy

yy-m

m-dd

].ri

sxFigvre used was an estimate

Pn>t

-Pel

l lion

Expeiue5-Ine~entory Fr

om Qui

ckBo

ola,

.Accruedaccrued

incl

udin

g an

y rewnciling entries

nartwd Exp

erse

s [m

m-dd

-yy)

.xls

xFigure use

d.wa

s an eshmzte

Schedule 1.6

*i

CD N ~ 'a

F-~N N l J

0 n N N ri C~Q N N

fQ

WEST\28I 884

727.

4



EXHIBITS A — F

[To Be Attached]

Exhibits A - F

~1'IS"P~Z~i 1884?27.1



arecont Vision, uc,

APA Schedule l.i~b) -Contracts

Contracts enteretl into by the Seller

oun ame a e or a ena ~xecu ory on rac oun

arco roup n erns Iona eps

n erna Iona eps

n erna Iona eps

n org o u ions n ema Iona eps

n u enp n ema Iona eps

enri n ersson onsu ing n erna Bona eps

iw a owe o n ema Iona eps

me a a y n ema Iona eps

i am ision n erns io~a eps

a ger eps omes ~c eps

ecuri y ar e ing onsu an s omes ~c eps

omes is eps

ro uc s omes is eps

a a m a es - omes is eps

a es nc. omes is eps

enesis gency nc. omes is eps

ave a ezny omes is eps

ex anga onsu an - n erna Iona

ris ee onsu an - n erna Iona

ac im onsu an - n erns Iona

o an rause onsu an - n ema Iona

au agger onsu an - n erna wasanp ar an onsu an - n ema Iona

mee anwar onsu an - n erna Iona

~s es an o0 onsu an - n ema Iona

a emar o an onsu an n erna Iona

mon eravanessian mp oyee

o n wars i mp ogee

29 Mitchell Pagundas Employee Y Y Y

30 Kyle Parker Employee Y Y Y

31 Jeffrey Whitney Employee Y Y Y

32 Sandeelenkins Employee Y Y Y

33 Alexander Krul Employee Y Y Y

34 Silviu Popescu Employee V Y Y

35 Bradley Donaldson Employee Y Y Y

36 Raul Calderon Employee Y Y Y

37 Carl Petersen Employee Y Y Y

38 Erik Faust Employee Y Y V

39 Anna Galvan Employee Y Y Y

40 Steven Roberts Employee Y Y Y

41 Express Logic Supplier N Y Y

42 Nexcom Mechanical Design and Tooling (Contera) Supplier Y Y Y

43 OPEN EYE OEM Supplier Y Y Y

44 Shurcon Manufacturing Company Supplier N V Y

45 Techital Supplier Y Y Y

46 C-Pro Electronic Co Ltd. Supplier N Y Y

47 ~iopView Optronics Corp. Technologies Inc. Supplier N Y Y

48 SAE Electronic Co. ttd Supplier N Y Y

49 level Supplier N Y Y

50 BSREP Sou[hem California O(fice LA LLC Lease (Office) Y Y Y

51 Security Search &Consulting Employment agency Y Y N

52 CyberCoders Inc Employment agency Y Y N

53 Thinkingahead Inc Employment Agency N Y N

54 Allen Deravanessian Temporary Labor N Y N

SS Emmie Martirossian Temporary Labor N Y N

56 Mary Knaut Temporary Labor N Y N

57 Accountemps - Temporary labor Y Y N

58 Act4 Personnel Services Temporary Labor Y Y Y

59 AEROTEK INC Temporary Labor Y Y N

60 AppleOne Employment Services Temporary Labor Y Y Y

61 Volt Funding Corporation Temporary Labor Y Y N

62 TechTeam UG Temporary Labor Y Y Y

63 Anthem Biue Cross benefits Y Y N

64 John Hancock Life Insurance Co. Benefits Y Y N

65 TASC Benefits Y v v

66 Linode.com IT - N Y N

67 [lirch Communications Inc IT Y Y N

68 Amazon web Services IT Y Y N

69 Acts931nc IT Y .._...Y ---~-- N

70 SPS Commerce IT Y Y Y



71 LogMeln USA, Inc. IT Y V N

72 Monoprite, Inc. IT N Y N

73 Etax Services IT N Y N

7R Sine Wave Maintenance N Y N

75 Andersen Commercial Plumbing Inr. Maintenance N Y N

76 West Coast Air Conditioning Maintenance N Y N

77 A.T. Electric Maintenance N Y N

7$ Archer's Lock &Security Inc Maintenance N Y N

79 CM forklift Inc. Maintenance N Y N

80 innovative Door Solutions - Maintenance N Y N

81 Laura Cambran Perez Maintenance N Y N

82 Pairavi Law P. C. Client Trust Account Professional Services N Y N

83 Jones & Malhotra, CPA Professional Services N Y N

84 Gordon &Rees LLP Professional Services V Y N

85 Anna Hovhannisyan Professional Services N Y N

86 Boon Jat Yong Professional Services Y Y N

87 Contegix Professional Services N Y N

88 Emin Yavuz Bakioglu Professional Servi[es N Y N

89 ONVIF Inc ~ Processional Services N Y N

90 TecTeam UG Professional Services Y Y Y

91 Vitaly 7elishevsky Professional Services Y Y Y

92 Hol[house Carlin Van Trigt LLP Professional Services -Y Y N

93 Law Office of Victoria 1.Suh Professional Services N Y N

94 Law Offices of Kevin J. Keenan Professional Services Y Y N

95 Lewis Roca Rothgerber Christie Professional Services Y Y N

96 Moore Stephens Consultants Professional Services N Y N

97 Steinberg taw Firm Professional Services N Y N

98 Bailey Strategic Human Resources Professional Services N Y N

99 EKU Kalinowski Storage N Y N

100 ACH vublic Storage Glendale Storage N Y N

101 1ST PRIORITY LlC Customer N N Y

SD2 2D Electronics LlC Customer N N Y

703 3xLogic USA Customer N N Y

704 Absolute Communications Customer N N - N

105 Access And Beyond LTD Customer N N Y

106 Accu-Tech Corp. Customer N N Y

107 AD.TEK Customer N N N

108 ADAWUAH Electronics Appliances Customer N N N

109 Adder Digital Customer N N Y

110 ADI Canada/ADI Burtek Customer N N Y

111 A01 Gardiner France Customer N N Y

112 ADI Gardiner limited Customer N N V

113 ADI Gardiner Netherlands B.V. Customer N N Y

114 ADI Global Distribution Africa Customer N N Y

115 ADl India Customer N N Y

116 ADI-Aiarmsystem a/s Customer N N Y

117 ADISES SA DE CV Customer N N Y

118 Advance Technology Customer N N N

119 Advance Technology System &Solution to. Customer N N Y

120 Advent Systems, Inc. Customer ~ N N N

121 AFIINTRA TECHNOLOGIES SDN.BHD. Customer N N N

122 AICON International Customer N N Y

123 Alarm Engineering Customer N N N

124 Alarm Products Distributors Customer N N Y

125 Alarmas AAA Customer N N Y

126 Alarmtech Gutomer N N N

127 Alava Ingeieros Telecom SW Customer N N Y

128 Allied Fire and Security Customer N N N

129 Alinet GmbH Customer N N Y

130 AIIneLltalia s.r.l. - Customer N N Y

131 Altinova Elektronik Customer N

~

N Y

132 Amalgamated Security Services Limited Customer N N Y

133 Amano MCgann Inc Customer N N N

134 Amcorp Security Group North America, LLC ' Customer N N - Y

135 American Digital Security Customer N N Y

136 American ElecVonics SA. Customer N N Y

137 Ametras Vision GmbH Customer N N N

138 Anixter Australia Pty LTD Customer N N Y

139 - Anixter Canada Customer N N Y

140 Anixte~ LTD (VATk DE282648386) Customer N ~ N Y

141 ANIXTER LTD (SE502071273201) Sweden Customer N N Y

142 ANIXTER LTD (VAT 8E0845S84639) (Belgium) Customer N N Y

143 ANIXTER LTD (VAT ESN8262745F)~SPAIN) Customer N N Y



144 ANIXTER LTD (VAT IE9826425R) IRELAND Customer N N Y

145 ANIXt'ERLTD(VAT1T00148349996J(ITALY) Customer N N Y

146 ANIXTER LTD(G6685161322) UK Customer N N Y

147 Anixter Middle East FZE Customer N N Y

148 Anixter Puerto Rico Sales Customer N N N

149 Anixter Singapore Customer N N Y

150 Anix[er Singapore P[e Ltd Customer N N Y

151 Anixter South America Customer N N N

152 Anixter, Inc Customer N tJ Y

153 An[eco LTD Customer N N Y

154 Arnel Limited Customer N N Y

155 Aronson Security Group Customer N N Y

156 ATECO Customer N N Y

157 Audio Innovations Of Fresno, LLC Customer N N Y

158 AVTEL ltd. Customer N N N

159 Bacom Internetwork Co., Ltd. Customer N N Y

160 Balton CP L[d. Customer N N Y

161 Baud Telecommunication Networks Customer N N Y

162 ee[ Sys[ems Limited Customer N N N

163 Bizplanet Solution Pte Ltd Customer N N N

164 BLUELY CO. LTD Customer N N N

165 BORINA70 SECURITY SRL Customer N N Y

166 Bridge Trading USA LLC Customer N N Y

167 Brooklyn Low Voltage Supply Customer N N N

168 Brownsburg Community School Corporation Customer N N N

169 Business Technology Partners Customer N N Y

170 C&C Partners Sp. z o.o Customer N N Y

171 CAMART SDN 6tID Customer N N N

172 CAMERA CORNER/CONNECTING POINT Customer N N N

173 Cassidy Technologies Customer N N Y

174 CBE Customer N N Y

175 CCF- COMPTOIR DES COURANTS FAIBLES Customer N N Y

ll6 CCTV Nstomer N N Y

177 CCTV Center S.L. Customer N N Y

178 CITEK CORPORATION Customer N ~ N Y

179 OSC Arecont Vision ~ Customer N N N

180 CM3 Building Solutions, Inc. Customer N N Y

181 Communications Supply Corp Customer N N V

182 Computec Korea -CO., ltd Customer N N N

183 Computer Gross Italia S.p.A. Customer N N N

184 Comtel Systems Technology, Inc. Customer N N N

185 Convergint Technologies Customer N N Y

1S6 Coting d.o.o. Customer N N Y

187 CS Media Inc Customer N N N

188 CUSTOM COMMUNICATIONS, INC. Customer N N N

189 Custom Electronic Supply Customer N N Y

190 Custos bvba Customer N N Y

191 DATA LAB Sas Customer N N V

192 DataLink interactive Inc. Customer N N N

193 DC Adonay Customer N N Y

194 DEMA SA Customer N N Y

195 Detec AS Customer N N Y

196 Digital Media For Security Systems. Customer N N N

197 Digitaicom Co., Ltd. - Customer N N Y

198 Digitalwatch Guard Customer N N Y

199 Distrotech A8 Customer N N Y

200 Divis Customer N N Y

201 Dunk Fire &Security Customer ~ N N N

202 E-Arlon SA Customer N N N

203 Earl flolanos. Customer N N N

204 Edist Customer N N Y

205 EDNETICS Customer N N N

206 EDSLAN SRL Customer N N Y

207 Electra-Systems Ind. Corp Customer N N N

2̂08 ENNTf. VISION AS CuSromer N N Y

209 Entech -Dallas Customer N N Y

210 EQUIPOS DE SEGURIDAO MAGOCAD, S.A. DE C.V Customer N N N

211 ESCO Communications - Customer N N N

212 Esentia Systems, inc. Customer N N Y

213 Esprinet S. P.A. Customer N N Y

21A E-Tech Systems Customer N N Y

215 Euroalarm Customer N N Y

216 Euroma Telecom ~ Customer N N Y



217 European Security Trading Customer N N N

218 EYEP Solutions Cus[omer N N N

219 Fares For Networks & IT Solutions Customer N N Y

220 fast forward Electronics Customer N N N

221 Federal Protection, Inc.- Customer N N Y

222 Full Protection CUStOmer N N Y

223 Fu[urehome Systems &Design Inc. Customer N N Y

224 G4S. Customer N N N

225 Getterson/Centennial Customer N N Y

226 Geutebrueck Australia Customer N N Y

227 Global Surveillance Associates Customer N N N

22S Global Surveillance System, Inc Customer N N Y

229 Graybar Customer N N Y

230 Graybar Electric Company, Inc. Customer N N Y

231 Gric Aktiv CuStOme! N N Y

23Z Guangzhou IsSec Security Technology Co. Customer N N N

233 Gulf Business Machines LlC Customer N N Y

234 Hamilton Safe Company Customer N N Y

235 Harco Group Sa/NV - Customer N N Y

236 Hills Limited Customer N N Y

237 Ftoneywell Security Espena S.L. Customer N N N

238 Honeywell Security Italia S. r.L. Customer - N N Y

239 Honeywell Security Italy SpA Customer N N V

240 Honeywell, spol. s r. o. Customer N N N

241 ICD Security Solutions (HK) Ltd Customer N N Y

242 ICD Security Solutions G.K. Customer N N Y

243 Icetronica Ehf. Customer N N Y

244 Industrial Video &Control Customer N N Y

245 Infinity Distribution Customer - N N N

246 INFOBUS,SRL Customer N N Y

247 INFOCAST Customer N N N

248 INFRASOUL7ECHSERVE PV~.LTD Customer N N Y

249 Ingenieria de Protection SRl Customer ~ N N Y

250 Innovative Security Systems, Inc. Customer N N N

251 Innowave IT Infrastructures Ltd. Customer N N Y

252 Integrators Australia P[y ltd Customer N N Y

253 IntematiooalSecurity&TradinBCorp Customer N N Y

254 fPTECNO VIDEOVIGILANCIA S. L. Customer N N V

255 ISS INTEGRAL SECURITY SYSTEMS, S.A. Customer N N Y

256 ISTC de Chile S.A. Customer N N Y

257 ISTC de Mexico Sa De CV Customer N N N

258 ITESA Customer N N Y

259 ITWORKS LLC, DUBAI Customer N N Y

260 1K-Fiandelsonderneming Customer N N Y

261 JMG Security Systems Customer N N N

262 JSJ Rodriguez, Inc Customer N N N

263 Koving doo Customer N N Y

264 La Estrella Solitaria S.A Customer N N Y

265 Linear Tech $A de CV Customer N N Y

266 LMKT Private Ltd - Customer N N Y

267 Logen Sa de CV Customer N N Y

268 LOOP SKUPINA D.O.O. Customer N N Y

269 M.A. TECH CUSCOitIE?f N N Y

270 Madwave Ltd. Customer N N N

271 Marinequip AS Customer N N Y

272 Martco Customer N N Y

273 Matt J. McCoy Customer N N N

274 Max Tech /Johan Crause Customer N N N

275 Maxtec Peripherals (PTY) LTD Customer N N Y

276 MCW Solutions Customer N N N

277 MG WORLDWIDE DISTRI6UTORS,LLC Customer N N N

278 MGTS. Customer N N Y

279 Micro Integration Customer N N N

280 Microbiz Severity Company Customer N N N

281 Midco Inc Customer N N N

282 Middle Point Customer N N Y

283 Midwest Digital Systems, LLC Customer N N N

284 Minuteman Security Tech., Inc Customer N N N

285 Nantze Electric Company ln~. Customer N N N

286 National fire and Severity Ltd Customer N N Y

287 NAVCO Security Systems Customer N N N

288 Neural Integrated Systems Pvt ltd Customer N N Y

289 NEXTLAN s. r.o. Customer N N Y



290 Norbain SD Limited UK Customer N N Y

291 Norelco Safecam Customer N N Y

292 North American Video, Inc. Customer N N Y

293 NorthStar Security, Inc. Customer N N N

294 Novatron Sec DiStribu[ion SA Customer N N Y

295 Octopuss SA Customer N N Y

296 Office Pro Technologies dba OPTECH Customer N N N

297 One Source Security Customer N N N

29S Optima Networks Bvba Customer N N Y

299 Pacific Communications Customer N N Y

300 Parthex, Inc. Customer N N N

301 Patararungroj Ltd. Customer N N Y

302 Pekin Public Schools District 108 Customer N N N

303 Petards Customer N ~ N N

304 PhotosCan System Co., Ltd Customer N N Y

305 Phu Ha Limited Company Customer N N Y

306 Pillar Innovations, lLC Customer N N N

307 PKE Electronics AG Customer N N Y

308 Plan B Networks Customer N N N

309 Platt Electric Supply Customer N N N

310 Post Browning Customer N N N

311 Prism One Group lLC Customer N N N

312 Prisma Bytes Sdn 6hd Customer N N Y

313 PSA Customer N N N

314 PT Data Global Komumatama Customer N N N

315 PT Golden Solutions Indonesia Customer N N Y

316 PT. 3D Network Indonestia Customer N N N

317 PT. 3D Networks Indonesia Customer N N N

318 QSecuri[y 5y5tem5 CuStOmer N N Y

319 Quang Dung Technology Distribution Co.LTD Customer N N N

320 Quartz Matrix Customer N N Y

321 Quemit Mauritius Customer N N Y

322 REDYCOM Customer N N Y

323 Reiyco Resources, Inc Customer N N N

324 S3 Integration Customer N N N

325 SAC Seguridad Automatization Y Control SA Customer N N Y

326 San Ramon Valley Unified School District Customer N N N

327 Scan Source fustomer N N Y

328 Stansource Latin America Inc. Customer N N N

329 Scope LTD Corp Customer N N Y

330 Sectron Customer N N Y

331 Securadyne Systems ~ Customer N N N

332 SecureWatch24 LLC Customer N N N

333 Securitec One Inc. Customer N N Y

334 Securitech Systems Limited Customer N N Y

335 Securitronics Customer N N N

336 Security 101 Customer N N N.

337 Severity Data Supply, LlC - Customer N N Y

338 Security Equipment, Inc. Customer N N N

339 Security Integration Group, Inc. Customer N N N

340 SEICO Inc. Customer N N N

347 Sekunet S.A. Customer N N N

342 SensorLink Holdings Sdn Bhd Customer N N Y

343 Shanghai North Crown Co. Ltd Customer N N Y

344 Shiba Customer N N Y

345 51 Technologies, Inc. Customer N N N

346 Siel Invest S. R.L Customer N N Y

347 Siemens LLC UAE Customer N N Y

348 Siimar Electronics ~ Customer N N Y

349 SimplexGrinnell LP Customer N N Y

350 SIRIUS SPA (Compass ~ Dist Customer N N Y

351 Sistemas Y Servicios de Comunicacion, S.A Customer N N Y

352 SKY TECHNOLOGIES D.O.O. Customer N N N

353 Sonitrol5ecurity Customer N N N

354 Sonivision S.A. ~ Customer N N Y

355 Sound Inc. Customer N N N

356 Sound Inc - Customer N N ~ N

357 ~ Space Exploration Technologies Corp. Customer N N N

358 - SPS ELECTRONICS Customer N N N

359 STA Tehniks Customer N N Y

360 Stanley Convergent Security Solutions Customer N N N

361 Steehold Company Limited Cusromer N N N

362 STEVE McGlFlSSON-C Customer N N N



363 SVD France Customer N N Y

364 SystemK Corporation Customer N N N

365 Systems Distributors, Inc. Customer N N Y

366 Taka~hiho Koheki Customer N N Y

367 TCK Technology CO LTD Customer N N Y

368 Tech Domain Customer N N Y

369 Tech Electronics Customer N N N

370 Techno Q for Security Systems Customer N N N

371 Teeya Master Systems CO. LTD ~ Customer N fJ N

372 Telenet VoIP, Inc. Customer N N N

373 Tenco Supplies Inc. Customer N N Y

374 The Security Group Corp Customer N N Y

375 Trans Audio Video SRL Customer N N Y

376 Transworld limitada Customer N N N

377 Trident Seafoods Corporation Customer N N N

378 Tri-Ed/ Northern Video Distribution Customer N N Y

379 TRL Systems, inc. ~ Customer N N N

380 TSE Australia Customer N N Y

381 Ultrak Security Systems Sp. z.o.o. Customer N N Y

382 Unisol International Corp Customer N N V

383 United Technology Group DWCLLC Customer N N Y

384 Vegas Valley Locking 5ys[ems ~ Customer N N N

385 Vicon Industries Customer N N Y

386 Vicon Norway Customer N N Y

387 Video Guard B.V. Customer N N N

388 Vido Electronic Customer N N Y

389 Viewrun Customer N N Y

390 Volutone Dist.(Simi Valey, CA) Customer N N N

391 Voxtel5mar[ Security Solutions lLC Customer N N N

392 Walters Wholesale Electronic Co. Customer N N Y

393 Wester Supplies Customer N N Y

394 Will Electronics Customer N N N

395 Worcester County Sheriff's Office Customer N N N



Arecont Vision, LLC

APA Schedule 1.2 -Other Assets

Not Applicable



Arecont Vision, LtC

APA Schedule 1.6 -Net Working Capital

Provided separately


Case 18-11142-CSS Doc 168-1 .Filed 07/10/18 Page 66 of 99

Arecont vision, LLC

APA Schedule 2.3 -Litigation

Ar-econt vision Holdings, LLC >>. Wonder• Vision Inc., et al. ,pending under Case No. 2017-0741-JRS in the

Court of Chancery of the Stake of Delaware. Litigation against former prospective buyer• of the Company's

assets for breach of contract and related claims.

Axis Co~nr~arenications ~t13, Petitioner•, v. Arecont Vision, LLC, Patent Otivner ,Case P GR2017-00031, Patent

9,438,78?, pending before Patent Trial and Appeal Board of the U.S. Patent and Trademark Office. Challenge

to validity of patent.



Arecont Vision, LLC

APA Schedule 2.4 -Taxes

ax Description Amount Due

Unsecured Property Tax Bili County of Los Angeles $ 7,575.04 8/31/Z018



Arecont Vision, LLC

APA Schedule 2.5 - Tities and Liens

Not Applicable



Arecont Vision, LL(;

APA Schedule 2.6(a) -Owned Intellectual Property

Registered Trademarks

Trademark GauntryRegistration

NumberOwner/Assignee

Date of Registration /

Filin

ARECONT VISION U.S. 4,459,316 Arecont Vision, lLC 12J31/2013

MICRObOME U.S. 4,454,263 Arecont Vision, LLC 12/24/2013

MEGADYNAMIC U.S. 4,312,684 Arecont Vision, LLC 4/2/2013

MEGABALL U.S. 4,312,683 Arecont Vision, LLC 4/2/2013

MEGALAB U.S. 4,017,316 Arecont Vision, LLC 8/23/2011

R^EG~VlDEO ! ~ 5 3,053 n81 Arecont Vision, Llr 1~31J2OOE+

SURftOUNDViDEO U.S. 3,014,256 Arecont Vision, LlC 11/8/2005

MEGAVIEW U.S. 4,070,958 Arecont Vision, LLC 12/13/2011

MEGADOME U.S. 3,815,229 Arecont Vision, LLC 7/6/2010

STELLAR U.S. Arecont Vision, LLC 11/23/2013

Issued Patents

Patent RegistrationTitle /'Description: Owner J Assignee ' issue /Filing Date Country

No.

~a9Z39zWIDE DYNAMIC RANGE

Arecont Vision, LLC 2/17/2009 U.S.NETWORK CAMERA

7492390DUAL SPECTRAL BAND

Arecont Vision, LLC 2/17/2009 U.S.NETWORK CAMERA

4763351MULTI-SENSOR PANORAMIC

Arecont Vision, LLC 6/17/2011 JapanNETWORK CAMERA

7680192MULTI-SENSOR PANORAMIC

Arecont Visian, LLC 3/16/2010 U.S.NETWORK CAMERA

HIGH RESOLUTION NETWORK

7623152 CAMERA WITN AUTOMATIC Arecont Vision, LLC 11/24/2009 U.S.

BANDWIDTH CONTROL

HIGH RESOLUTION NETWORK

VIDEO CAMERA WITH

4694913MASSNELY PARALLEL

grecont Vision, LLC 3/4/2011 JapanIMPLEMENTATION OF IMAGE

PROCESSING, COMPRESSION

AND NETWORK SERVER

NIGH RESOLUTION NETWORK

VIDEO CAMERA WITH

7548258MASSIVELY PARALLEL

Arecont Vision, LLC 6/16/2009 U.S.IMPLEMENTATION OF IMAGE

PROCESSING, COMPRESSION

AND NETWORK SERVER

VIDEO SURVEILLANCE

SYSTEM BASED pN HIGH

RESOLUTION NETWORK

7543327 CAMERAS CAPABLE OF Arecont Vision, LLC 6/2/2009 U.S.

CONCURRENT TRANSMISSION

OF MULTIPLE IMAGE

FORMATS AT VIDEO RATE$



METHOD FOR ACCURATE

REAL- TIME COMPENSATION

7599550 FOR CHnNGING Flrecont Vision, I.LC 10/6/2009 U.S.

ILLUMINATION SPECTRA IN

DIGITAL VIDEO CAMERAS

SYSTEM AND METHOD FOR

7903871IMAGE PROCESSING OF

Arecont Vision, LLC 3/8/2011 U.S.MULTI-SENSOR NETWORK

CAMERAS

8175161SYSTEM AND METHOD FOR

Arecont Vision, LLC 5/8/2012 U.S.MOTION ESTIMATION

SYSTEM AND METHOD FOR

8265152LOW- LATENCY PROCESSING

Arecont Vision, LLC 9/11/2012 U.S.OF INTRA-FRAME VIDEO

PIXEL BLOCK PREDICTION

8921964DUAL LAYER PIXEL LENS FOR

Arecont Vision, LLC 12/30/2014 U.S.~QW ~~GHT CAMERASSYSTEM AND METHOD FdR

9135683 TEMPORAL VIDEO IMAGE Arecont Vision, LLC 9/15/2015 U.S.

ENHANCEMENTSYSTEM AND METHOD FOR

9071764 COLOR IMAGING UNDER LOW Arecont Vision, LLC 6/30/2015 U.S,

LIGHTSYSTEM AND METHOD FOR

OBTAINING SUPER IMAGE

9183616 RESOLUTION THROUGH Arecont Vision, LLC 11/10/2015 U.S.

OPTICAL IMAGE

TR N TI NSYSTEM AND METHOD FOR

9202263 SPATIO VIDEO IMAGE Arecont Vision, LLC 12/1/2015 U.S.

ENHANCEMENTSYSTEM AND METHOD FOR

9262811 SPATIO TEMPORAL VIDEO Arecont Vision, LLC 2/16/2016 U.S.

IMAGEENHANCEM[NTSYSTEM AND METHOD FOR

9319597 COLOR IMAGING UNDER IOW Arecont Vision, LlC 4/19/2016 U.S.

LIGHT

D793464COVER FOR MULTI-SENSOR

Arecont Vision, lLC 8/1/2017 U.S.CAMERA HOUSING

OMNIDIRECTIONAL USER

9690172 CONFIGURABLE MULTI- Arecont Vision, LLC 6/27/2017 U.S.

CAMERA HOUSING

Pending Trademarks

September 2017:

Contera

ConteraCioud

ConteralP

ConteraHD

ConteraMP

ConteraMS

ConteraNVR

ConteraVMS

ConteraVideo

December 2017:

ConteraCMR



Contera WS

Jantiary 2018

ConteraMobile

March 2018

Arecont Vision Mega



Arecont Vision, LLC

APA Schedule 2.6(b) -Intellectual Property Rights Licensed From Others

'License trom Third Party

Product License Agreement —Royalty dated June 12, 2015, by and between Express Logic, Inc.

and Arecont Vision, LLC. Inbound sottware license.

ro uc icense oun uense se a us xpira ion a e enewa moue

o e ro rea ive ou c eve on y

c ive nnua ree

on egix ira n me is e ing sys em c ive on y

oc ~aca or . e oo.s _ c !ve , - -

oc oca or e iew c ive

ocumen oca or c roe

xc ange erver a s - er ser c ive

xc ange erver n erpr~se c ive

is ow c ive

0 o ssis c ive on y

GoToWebinarPro, GoToMeeting 25,

GoTo7rainin 200, O en Voice60 51 Active Monthly $ 2,100

mux e a n erpnse c ive

uci ar s c ive

en or s - esigner c ive

en or s- an ar c rve

en or s - race c roe

c ive

a es c ive

MS DYN 365 OP Sales CALS 10 10 Active 12/31/2019 $ 3,030

Office 365 15 15 Active Monthly $ 1,485

QuickBooksEnterprise 30 30 Active 9f 1/2018 $ 7,300

SolidWorks PDM 1 1 Active 3/31/2019 $ 795

SolidWorks Premium 1 1 Active 3/31/2019 $ 1,995

SQL Server 2016 Standard 2 2 Active 9/30/2019 $ 1,700

TeamViewer 1 1 Active 2/20/2019 $ 1,446

Visual Studio Professional 2015 2 2 Active 9/30/2019 $ 350

Vivado 1 1 Active Annual Free

Vmware vCenter 6.5 1 1 Active 6/8/2018 $ 500

Vmware vSphere 6.5 1 1 Active 6/8/2018 Free

windows Server 2012 R2 Standard -Wind 2 2 Active 9/30/2019 5 430

Windows Server Cads -Per User 150 150 Active 9/30/2019 $ 1,350



Arecont Vision, LlC

APA Schedule 2.6(c) -Infringement

Not Applicable



Arecont Vision, LLC

APA Schedule 2.7 -Real Property

Lease of noin•esidential real estate located at 425 ~. Colorado St., 7th Floor Glendale, LA 91205.

See Attached - 8th and 9th amendment



Arecont Vision, LLB

APA Schedule 2.9 -Material Contracts (>$50K -last 16 months)

oun ame a e~ory a enaarco roup n ernaiona eps

n erna Iona eps

n erna Iona epsn org o u ions n erna Bona eps

n u enp n erna Iona epsenri n ersson onsu ing n erna Iona epsico a ov~e o n erns Iona epsme a a y n erna Iona eps

i am ision n erna Iona epsa ger eps omes is eps

ecuri y ar e ing onsu an s omes is eps

omes is epsro uc s omes is eps

a a in a es omes is epsa es nc. omes is eps

enesis gency nc. omes is epsex anga onsu an - n erna Ionans ee onsu an - n erns Iona

ac im onsu an - n erna Ionao an rause onsu an - n erna Bonaau agger onsu an - n erna Ionaanp ar an onsu an - n erna Ionainee anwar onsu an - n erna Tanais es an o0 onsu an - n erna Ionaa emar o an onsu an - n erna Ionaexcom ec anica esign an oo ing on era upp ier

27 OPEN EYE OEM Supplier Y28 Techital Supplier Y

29 BSREP Southern California Office LA LLC Lease (Office) Y

30 Security Search &Consulting Employment agency Y

31 CyberCoders Inc Employment agency Y

32 Accountemps Temporary Labor Y

33 Act-1 Personnel Services Temporary Labor Y34 AERQTEK INC Temporary Labor Y

35 AppleOne Employment Services Temporary Labor Y

36 Volt Funding Corporation Temporary Labor Y37 Paladin Sales Group Temporary Labor Y38 TechTeam UG Temporary Labor Y

39 Anthem Blue Cross Benefits Y40 John Hancock Life Insurance Co. Benefits Y

41 TASC Benefits Y42 Birch Communications Inc i7 Y

43 Amazon web Services IT Y

44 Acts931nc IT Y45 SPS Commerce IT Y46 LogMeln USA, Inc. IT Y

47 Gordon &Rees LLP Professional Services Y48 Boon Jat Yong Professional Services Y

49 TecTeam UG Professional Services Y50 Vitaly Telishevsky Professional Services Y51 Holthouse Carlin Van Trigi LLP Professional Services Y



52 Law Offices of Kevin J. Keenan Professional Services Y

53 Lewis Roca Rothgerber Christie Professional Services Y



Arecont Vision, LLC

APA Schedule 2.1Z -Labor Matters

Not Applicable



Arecont Vision, LlC

APA Schedule Z.12(fj -Labor Matters

~`~` Therollowing are existing emptoyments between Seller and various individuals as of the date hereof ~`~`

Count Name Catenary

1 Alexander Krul Employee

Z Anna Galvan Employee

3 Bradley Donaldson Employee

4 Carl Petersen Employee

5 Edmond Deravanessian Employee

6 Erik Faust Employee

7 Jettrey Whitney Employee

8 John Bujarski Employee

9 Kyle Parker Employee

10 Mitchell Fagundas Employee

11 Raul Calderon Employee

12 Sandeelenkins Employee

13 Silviu Popescu Employee

14 Steven Koberts Employee



Arecont Vision, LLC

APA Schedule Z.19 -Insurance and Bonds

Named Insured TY c of7nsurance UsurerArecont Vision Holdings, LLC DBA Arecout Vision,

property Federal Insurance CompanyLLC

Arecont Vision Holdings, LLC D$A Arecont Vision,Ueneral Liability Federal Insurance Company

LLC

Arecont Vision Holdings, LLC DBA Arecont Vision,

LLCAuto Federal Insurance Company

Arecont Vision Holdings, LLC DBA Arecont Vision,Workers Compensation Federal Insurance Company

t,LCArecont Vision Holdings, LLC DBl1 Arecont Vision,

[~t,nbrell2 Federal insurance Coa?;zanyLLC

Arecont Vision Holdings, LLC D13A Arecait Vision,Foreign Package Federal Insurance Company

LLCArecont Vision Holdings, LLC DBA Arecont VSsion,

Executive Protection — CyberTravelers Casualty and Surely

LLC Company of America

Arecont Vision Holdings, LLC DBA Arecont Vision,executive R otection — G'ime

Tra~~elers Casualty and Surety

LLC Canpany of America

Arecont Vision, LLCDirectors and Officers Liability Starr Indenmity &Liability

— Side A Company

Arecont Vision Holdings, LLC DBA Arecout Visiwx,D&O Tail

Travelers Casualty and Surety

LLC Com any of America



nrecnnt Vision, LLC

APASchedule 2.20-AffiliateTransaction5

Co,in1 Cnmpanv N,~me D?scrinlion of Transactions

1 arecont IC Disc Transtcroitunds usetl for tax antl income recacegorkation

2 GMOH Transie~ot tunds to pay salary antl expenses to Gern~anemployee

3 Edmuntl Deravanessian T~Mobile -Cell pone for Sanji[ (~ubaiConsultan[)

4 Edmond Uerava nessian Public Storage tloes not otter corporate account Currently stores oltl paper files (vendor, payables, customer tiles, etch

~ Sanjit 0artlhan Entity is owned by Sanjit (Consultant) for the pur{~se of receiving work visa br Sanjit antl Vishesh to resitle and work in Dubai. Flrecont Vision Uubai



Arecont Vision, LLC

APA Schedule 4.1(b) -Conduct of Business

Not Applicable



Arecont vision, LLC

APA Schedule 4.8 -Books &Records;Access to Personnel -- Employees and ConsultantsHeadcount as oT 5/16

Count Department Name Type Title Hire Date

1 100-Admin Edmond Deravanessian Salaried CFO 10/ZO/2008

2 100-Admin Ester Stepanian Salaried Payroll t4 Personeil 5/5/2008

3 100-Admin EsterAnsuryan Hourly StattAccountant 1/4J2011

4 100-Admin Anik Khochou Hourly Statt Accountant 9/19/2016

5 100-Admin Nersessian Armond Hourly Stait Accountant 6/8/2009

6 100-Admin Tina Ter-Stepanian Hourly StattAccountant 8/24J2015

7 210-Sales Benjamin Barry Salaried Director of Sales - NA Central 4/14/2014

8 210-Sales John Bujarski Salaried Director of Sales - NA East 10/13/2008

9 Z10-Sales Gregory Collier Salaried Regional Sales Specialist -day Area 7/24/ZU17

10 210-Sales MitchellFagundas Salaried Vice President Strategic Accounts 1/31/2011

11 210-Sales Eric LaVailey Salaried Regional Sales Manager - MI, IN, KY, WV W. PA 4/1/2013

12 210-Sales Matthew McCoy Salaried Director Strategic Accounts 12/2/Z013

13 22D-Sales Stephen McGiasson Salaried Director to Sales - NA Southwest 6/5/201/

14 210-Sales David Musko Salaried Regional Sales Manager - NC, SC, E. TN 9/9/ZQ16

15 Z10-Sales Kyle Parker Salaried VP North America Sales 8/19/2013

16 210-Sales Randy Vitovitz Salaried Regional Sales Manager - WA, OR, MT, ID 8/1/2017

17 210-Sales Laura Freeny Salaried A2~E Program Manager 9/14J2015

18 220-Intl Sales Feliipe Arguello Salaried Regional Sales Director -Latin America 5/1/2016

19 230-Sales Spprt Diana Cooper Salaried Senior Manager Sales Operations/Inside Sales 4/1/2015

2U 'L30-Sales Spprt Ernle Velayo Salaried Regional Sales Manager -Southwest 10/Z8/2014

Z1 230-Sales Spprt Jefferson Liao Hourly Inside Sales 4/1/2013

22 Z30-Sales Sppr[ Nina Sylvester Hourly Inside Sales 9/15/2014

Z3 230-Sales Spprt Christine Cheng Hourly Inside Sales 1/1/2018

24 230-Sates Spprt Nidia Sa1as Hourly Inside Sales 1/1J2018

25 250-Marketing Jeffrey Whitney Salaried VP Marketing 6/23/2014

26 ZSO-Marketing Morgan Zerries Salaried Marketing Operations Manager 1/Z1/2013

27 250-Marketing Esteban Gailego Hourly Web Developer 1/4/2016

28 250-Marketing Jason Haniuk Hourly Graphic Designer 1/21/2013

29 300-Engineering Dhanashree eora Salaried Firmware Engineer 1/5/2009

30 300-Engineering Phillip Fanous Salaried Software Engineer 4/20/2011

31 300-Engineering Sandee Jenkins Salaried Senior Hardware Engineer 6/29/2009

32 300-Engineering Alexander Krul Salaried Senior Firmware Engineer 6/3/2014

33 300-Engineering Mariusz Luczywek Salaried Firmware Engineer 11/9/2015

3Q 300-Engineering Silviu Popescu Salaried Director of Firmware Engineering 3/21/2011

35 300-Engineering Tuan Tran Salaried Product Engineer 8J28/2017

36 300-Engineering Chuangming Wu Salaried Senior firmware Engineer 5/11/2015

37 300-Engineering William Avalos Hourly Electronic Technician 3/6/2017

38 300-Engineering HenryTrinh Hourly Electronic Technician 10/12/2009

39 301-QA Irina Areshina Salaried QA Engineer 4/1/2016

40 301-QA Alireza Kavyani Salaried QA Manager 5/23/2016

41 301-QA Anthony Moro Salaried QA Engineer 3/10/2010

Q2 301-QA Chatchai Seehatecho Hourly QA Tester 1/30/2017

43 302-Product Dev. Bradley Donaldson Salaried VP of Product Development 5/29/2012

44 302-Product Dev. Ming Che Yu Salaried Sr. Product Manager 5/19/2014

45 400-Operation Rauf Calderon Salaried COO and GM 7/16/2007

46 401-Tech Spprt Theodore Grahams Salaried Director of Customer Support Services 6/21/2010

47 401-Tech Spprt Richard Kennedy Salaried Field Applications Engineer 4/28/2014

48 401-Tech Spprt Amaro Leon Salaried Technical Support Manager 2/27/2008

49 401-Tech Spprt Terry Stimson Salaried Field Applications Engineer 6/23/2017

50 401-Tech Spprt Christian 6runk Hourly Technical Support 5/1/2017

51 401-Tech Spprt John White Hourly Technical Support 3/1/2018

52 402-Shipping Carl Petersen Salaried Director of Logistics 2/21/2005

53 402-Shipping Elizabeth Beas Hourly Shipping Clerk 6/16/2017

54 402-Shipping Carlos Chavez Hourfy Shipping Clerk 6/12/2017

55 402-Shipping Richard Romero Nourly Shipping Clerk 11/5/2007

56 402-Packing Daniel Foster Hourly Packing Worker 6/12/2017

57 40Z-Packing Orlando Gonzales Hourly Packing Supervisor 12/1/2010



58 402-Packing Anthony Lao Hourfy Packing Worker 4/18J2011

59 402-Packing Rodrigo Roque Hourly Packing Worker 9/4/2012

60 500-Prod-Mini Arnovigen Ghadimi Hourly Production Worker 1/27/2014

61 500-Prod-Mini Gene Lee Hourly Production Worker 6/22/1.009

62 500-Prod-Mini Bao Vuong Hourly Production Worker 10/3/2016

63 500-Prod-Pano James Huynh Hourly Production Worker 7/15/2013

64 500-Prod-Pano Binh DatLuong Hourly Production Worker 7/16/2008

65 500-Prod-Pano Hung Ly Hourly Production Worker 5/2/2016

66 500-Prod-Pano Ling Wang Hourly Production Worker 5/2/2016

67 500-Prod-Mega Eleazar Alingogan Hourly Production Worker 9/1/2010

68 500-Prod-Mega Cheuk Ming Chan Hourly Production Worker 8J24/2009

69 500-Prod-Mega Xuong Diep Hourly Production Worker 8/18/2008

70 500-Prod-Mega 2huoha Zhu Hourly Production Worker 5/1/2009

71 500-Prod-Mega Wilson Luc Hourly Production Worker 10/7/2014

72 500-Prod-Mega Chanh Luong Hourly Production Supervisor 7/16/2008

73 500-Prod-Mega Justin Miller Hourly Production Worker 4/28/2010

74 500-Prod-Mega Kimberly Sin Hourly Production Worker 11/2/2015

75 500-Prod-Mega Dien Tang Hourly Production Worker 2/9/2015

76 500-Prod-Mega Bouthanome Sayvongsa Nourly Production Worker 5/2J2016

77 500-RMA Pavel Danielyan Hourly RMA Worker 10/21/2009

78 500-RMA Shukhrai Gafurjanov Ftouriy RMA Worker 5/27/2008

79 500-RMA Eric Gunawan Hourly RMA Worker 3/26/2008

80 500-RMA Egor Kireev Hourly RMA Supervisor 11/20/2008

81 500-RMA Vatsana Nijthaworn Hourly RMA Worker 12/1/2010

82 504-QC Chantala Phommasaysay Hourly QC Supervisor 2/14/2011

83 504-QC Mok Hanvijid Hourly QC Worker 2/9/2015

84 504-QC Amanda. Douangpanya Hourly QC Worker SJ2/2016

85 504-QC KhanunghetKuakul Hourly QC Worker 10/3/2016

86 501-Receiving Jesus Becerra Hourly Reveiving Supervisor 11/2/2015

87 501-Receiving Miguel Gonzales Hourly Receiving Clerk 6/12/2017

88 502-Purchasing/Planning Erik Faust Salaried Sr. Director of OperaTion 2/20/2012

89 502-Purchasing/Planning Anna Galvan Salaried Planning Manager 1/3/2012

90 502-Purcfiasing/Planning Gina Ponce Salaried Sr. E3uyer 3/26/2018

91 503-Mnfg Mgmnt Steven Roberts Salaried Director of Manufacturing 9/7/2010

92 EU - GmbH Employee Evan Boyd Salaried German 9/17/2012

93 **Consultant Alex Zanga Fee Consultant 5/1/2018

94 '*Consultant Chris Lee Fee Consultant 4/7/2D15

95 '*Consultant Jack lim Fee Consultant 8/3/2015

96 '*Consultant Johan Crause Fee Consultant 4/1/2018

97 **Consultant PaulTagger Fee Consultant 5/1/2012

98 **Consultant Sanjit Bardhan Fee Consultant 5/1/2011

99 **Consultant Vineet Panwar Fee Consultant 10/1/2015

100 **Consultant Vishesh Warikoo Fee Consultant 4/1/2018

101 **Consultant WaldemarGollan Fee Consultant 12/1/2010

** Consultants are compensate with a fixed fee, commission and PTO



Arecont Vision, LLC

APA Schedule 4.10(a) -Executory Contract /Cure Costs

oun ame a e¢otV xecu ory ure os moun

arco roup ~ n erna Bona eps -

n erna Iona eps -n erna was eps -

n org o u ions n ema was eps

n u enp n ema Iona eps

enn n ersson .onsu mg n ema Iona eps -

ico a ovie o n ema Iona eps -

me a a y n eroa Iona eps

i am ision n ema Iona eps

a ger eps omen is eps -

ecun y ar e ing onsu an s omes is epsomes is eps

ro uc s omes is eps -

a a m a es omes is eps -

a es nc. omes is eps

enesis gency nc. omes ¢ eps -

ave a ezny omen ¢ eps -

ex anga onsu an - n erna Iona

ns ee onsu an - n ema Iona -

ac im onsu an - n erna was

o an rause - onsu an - n erna Iona

au agger onsu an - n erns Iona

anti ar an onsv an - n erna Iona

mee anwar onsu an - n ema Iona

~s es an o0 onsu an - n erna Iona

a emar o an onsu an - n erna Iona -

mon eravanessian mp oyee

28 John Bujarski Employee Y $

29 Mitchell Fagundas Employee Y $ -

30 Kyle Parker Employee Y $

31 Jeffrey Whiney Employee Y $ -

32 Sandeelenkins Employee Y 5 -

33 Alexander Krul Employee Y $ -

34 Silviu Popescu Employee Y $ -

35 Bradley Donaldson Employee Y $

36 Raul Calderon -Employee Y $ -

37 Cari Petersen Employee Y $ -

38 Erik Faust Employee Y ~ $ -

39 Anna Galvan Employee Y $

40 Steven Roberts Employee Y $

41 Express logic Supplier Y $ -

- 42 Nezcom Mechanical Design andTooling (Contera)Supplier Y $ -

43 OPEN EYE OEM Supplier Y $ -

44 Shurcon Manufacturing Company Supplier Y $ -

45 Techital Supplier Y $

46 C-Pro Electronics Co Ltd. Supplier Y

47 TopView Optronics Corp. Technologies Inc. Supplier Y

48 SAE Electronic Co.Lid Supplier Y

49 Lenel Supplier Y

50 BSREP Southern California Office LA llC Lease (Office) Y $ 1D3,542

51 Security Search &Consulting Emp~oymen[ agency Y 5 -

52 Cy6erCoders Inc Employment agency Y $ -

53 Thinkingahead Inc Employmen[Agency Y $

SA Allen Deravanessian Temporary labor Y $ -

55 Emmie Martirossian Temporary labor Y $ -

56 Mary Knauf Temporary Labor V $

57 Accountemps Temporary tabor Y $ -

58 Act4 Personnel Services Temporary Labor v 5 -

59 AEROTEK INC Temporary labor Y $ -

60 AppleOne Employment Services Temporary Labor Y $ -

61 Volt Funding Corporation Temporary Labor Y $ 2,530

62 TechTeain UG Temporary Labor Y $ 19,907

63 Anthem Blue Cross Benefits Y $ -

64 John Hancock Life Insurance Co. Benefits Y $ -

65 TASC ~ Benefits Y 5 -

66 linodemm IT Y $ -

67 Birch Communications Inc IT Y $ -

68 Flmazon web Services IT Y 5 -

69 Act5931nc fi Y $ -

70 SPS Commerce IT Y $ -



71 LogMeln USA, Inc. IT Y $ -

72 Monoprice, Inc. IT Y $

73 Efax Services IT Y $ -

74 Sine Wave Maintenance V $

75 Andersen Commercial Plumbing Inc Maintenance V $

76 West Coast Air Conditioning Maintenance Y 5 -

77 A.T. Electric Maintenance Y $

78 Archer's Lock &Security Inc Maintenance ~Y $ 85

79 CM Forklift Inc. Maintenance Y $

80 Innovative Door Solutions Maintenance Y $ -

81 Laura Cambran Perez Maintenance Y $

82 Pairavi Law P. C. Client Trust Account Professional Services Y $

83 Jones & Malhotra, CPA Professional Services V 5

84 Gordon &Rees LlP Professional Services Y $

85 Anna Hovhannisyan Professional Services Y $

86 Boon tat Yong Professional Services Y $ -

87 Contegix Professional Services Y $ 2,904

88 Emin Yavuz Bakioglu Professional Services Y $ ~ 930

89 ONVIFInc Professional Services Y $

90 TecTeam UG Professional Services - Y $

91 Vitaiy Telishevsky Professional 5ervites Y $ 720

92 Holthouse Carlin Van Trigt LLP Professional Services V $

93 Law Office of Victoria l.Suh Professional Services Y $ -

94 law Offices of Kevin J. Keenan Professional Services Y $ -

95 Lewis Roca Rothgerber Christie Professional Services Y $

96 Moore Stephens Consultants Professional Services Y $ -

97 Steinberg Law Firm Professional Services Y $

98 Bailey Strategic Noman Resources Professional Services Y $ -

99 EKU Kalinowski Storage Y $ -

100 ACH Public Storage Glendale Storage Y 5 -

101 1ST PRIORITY LLC Customer N $

102 2D Electronics lLC Customer N $

103 3xLogic USA Customer N $

104 Absolute Communications Customer N $ -

105 Access And beyond LTD Customer N $ -

106 Accu-Tech Corp. Customer N $ -

107 AD.TEK Customer N $

108 ADAWLIAH Electronics Appliances Customer N $ -

309 Adder Digital Customer N $ -

110 ADI Canada/ADI ourtek Customer N $ -

111 F~DI Gardiner France Customer N $

112 ADI Gardiner Limited Customer N $ -

113 ADI Gardiner Netherlands B.V. Customer N $

114 ADI Global Distribution Africa Customer N $

115 ADi India CuStOmef N $ -

116 ADI-Alarmsystem a/s Customer N $ -

117 ADISES SA OE CV Customer N $ -

118 Adoance Technology Customer N $ -

119 Advance Technology System &Solution Co. Customer N $ -

120 Advent Systems, Inc. Customer N $ -

121 AFIINTRA TECHNOLOGIES SDN.6HD. Customef N S -

122 AICON International Customer N $

123 Alarm Engineering Customer N $

124 Alarm Products Distributors Customer N $ -

125 Alarmas AAA Customer N $

126 Alarmtech Customer N $ -

127 Alava Ingeieros Telecom SLU Customer N $ -

128 Allied Fire and Security - Customer N $ -

129 Allnet GmbH ~ Customer N $

130 Allnecltalias.rJ. Customer N $ -

131 Altinova Elektronik Customer N $ -

132 Amalgamated Security Services Limited Customer N $ -

133 Amano Mcgann Inc Customer N $

134 Amcorp Security Group North America, LLC Customer N $ -

135 American Digital Security Customer N $ -

136 American Electronics S.A. Customer N S

137 Ametras Vision 6mbH Customer N $ -

138 Anixter Australia Pty LTD Customer N $ -

139 Anixter Canada Customer N $ -

iR0 Anixter LTD (VATtI DE 282648386) Customer N $ -

141 ANIXTER LTD (SESQ2071273201) Sroeden Customer N $ -

142 ANIXTER LTD (VAT BE0845884639) (~elgium) Customer N 5

143 ANIXTER I.TD (VAT ESN8262745F)~SPAIN) Customer N $ -



lA4 ANIXT£R lTD (VAT IE9826425R) IRELAND Customer N $ -

145 ANIXTER LTD (VAT ITOOSb8349996~(ITALV) Customer N $ -

146 ANIXTER LTD~GB685161322) UK Customer - N $

147 Anixter Middle Eas[ F2E Customer N 5

148 Anix[er Puerto Rico Sales Customer N $ -

149 Anixter Singapore Customer N $ -

150 Anixter Singapore Pte Ltd Customer N $

151 Anixter South America Customer N $ -

152 A~ixter, Inc Customer N $ -

153 Anteco lTD Customer N $ -

154 Arnel Limited Customer N $ -

155 Aronson Security Group Customer N $ -

156 ATECO Customer N ~ $ -

157 Audio Innovations Of Fresno, LLC Customer N $ -

158 AVTEL Ltd. Customer N 5

159 Bacom Internetwork CO., Ltd. Customer N $ -

160 Balron CP ltd. Customer N $ -

161 Baud Telecommunication Networks Customer N $ -

162 Bet Systems Limited Customer N $ -

163 Bizplanet Solution Pte Ltd Customer N $ -

164 BLUEIT CO. LTD Customer N $ -

165 80RINATO SECURITY SRL ~ Customer N $ -

166 Bridge Trading USA LlC Customer N $ -

167 Brooklyn Low Voltage Supply Customer N $ -

168 Brownsburg Community School Corporation Customer N $ -

169 Business Technology Partners Customer N $ -

ll0 ~ C&C Partners Sp. z o.o Customer N $ -

171 CAMART SDN BHD Customer N $ - -

172 CAMERA CORNER/ CONNECTING POIM' Customer N $

173 Cassidy Technologies Customer N $ -

174 CBE Customer N $

175 CCf- COMPTOIR DES COURANTS FAIBLES Customer N $ -

176 CQV Customer N $

177 CCiV Center S.L. Customer N $

178 CITEK CORPORATION Customer N $

179 CJSC Arecont Vision Customer N $ -

180 CM3 Building Solutions, InC. Customer N $ -

181 Communications Supply Corp CuStOmer N $ -

182 Computec Korea CO., Ltd Customer N $ -

183 Computer Grass Italia S.p.A. Customer N $ -

184 Comtel5ystems Technology, Inc. Customer N $

185 Convergint Technologies Customer N $ -

186 Cating d.o.o. Customer N $ -

187 CS Media Inc Customer N $ -

188 CUSTOM COMMUNICATIONS, INC. Customer N $

189 Custom Electronic Supply. Customer N $

190 Cuslos bvba Customer N $ -

191 DATA LAB Sas Customer N $ -

192 Data Link Interactive Inc. Customer N $

193 DC Adonay Customer N $ -

194 DEMASA Customer N $

195 Detec AS Customer N $ -

196 digital Media For Security Systems. Customer N $ -

197 Digitalcom Co.,Ltd. Customer N $

198 Digitalwatch Guard Customer N $ -

199 Distrotech A6 Customer N $ -

200 Divis Customer N $ -

201 Dunk Fire &Security Customer N $

202 E-Arlon SFl Customer N $ -

203 Earl Bdanos. Customer N $ -

204 Edist Customer N $

205 EDNETICS Customer N $ -

206 EDSIAN SRL ~ Customer N $ -

207 ElectraSystems Ind. Corp Customer N $ -

208 ENNTE VISION AS Customer N $ -

209 Entech-Dallas Customer N 5

210 EQUIPOS DE $EGURIDAD MAGOCAq S.A. DE CV Customer N

211 ESCO Communications Customer N $

212 Esentia Systems, In[. Customer N $ -

213 Esprinet S.P.A. Customer N $ -

214 E-Tech Systems Customer N $

215 Euroalarm Customer N $

216 Euroma Telecom Customer ~ N $ -



.217 European Security Trading Customer N $ -

218 EYEP Solutions Customer N $

219 Fares For Networks & IT Solutions Customer N $220 Fast forward Electronics Customer N $ -221 Federal Protection, Inc. Customer N $ -

222 full Protection Customer ~ N $ -

223 Futurehome Systems &Design Inc. Customer N $ -

224 G4S Customer N ~ $ -

225 Getterson/Centennial Customer N $

226 Geutebrueck Australia Custpmer N $ -

227 Global5urveillanceAssocia[es Customer N $ -

228 Global Surveillance System, Inc Customer N $

229 Graybar Customer N $ -

230 Graybar Electric Company, Inc. Customer N $

231 Gric Aktiv Customer N $ -

232 Guangzhou IsSec Security Technology Co. Customer N $ -

233 Gulf Business Matbines LLC Customer N $

234 Hamilton Safe Company Customer N $ -

235 HarcoGroupSaJNV Customer N $ -236 Hills limited Customer N $ -237 Honeywell Security Espana S.L. Customer N $ -238 Honeywell Security Italia S:r.l. Customer N $

239 Honeywell5ewrityltalySpA Customer N $ -

240 Honeywell, spol. s r. o. Customer N $241 ICD Security Solutions (HK) ltd Customer - N $ -242 ICD Security Solutions G.K. Customer N $

243 Icetronica Ehf. Customer N $244 Industrial Video &Control Customer N 5245 Infinity Distribution Customer N $ -246 INfOBUS, SRL Customer N $ -247 INFOCAST Customer N $ -

248 INFRASOUL TECHSERVE PVi.ITD Customer N $ -

249 Ingenieria de Protection SRL Customer N $ -

250 Innovative Security Systems, Inc. Customer N $

251 Innowave IT Infrastructures Ltd. Customer N $ -252 Integrators Australia Pty ltd Customer N $ -253 International Security &Trading Corp Customer N $ -254 IPTECNO VIDEOVIGIlANC1A 5.L. Customer N $ -255 ISS INTEGRAL SECURITY SYSTEMS, S.A. Customer N $ -256 ISTC de Chile S.A. Customer N $ -257 ISTC de Mexico Sa De CV Customer N $ -258 ITESA Customer N $ -259 lTWORKS LLC, DUBAI Customer N $260 JK-Handelsonderneming Customer N $ -261 1MG Security Systems Customer N $262 1St Rodriguez, Inc Customer N $ -263 Koving doo Customer N $ -264 La Estrella Solitaria S.A Customer N $ -265 Linear Tech SA de CV Customer N $ -266 LMKT Private ltd Customer N $ -267 Logen Sa de CV Customer N $ -268 LOOP SKUPINA D.O.O. Customer N $ -269 M.A. TECH Customer N $270 Madwave Ltd. Customer N $ -271 Marinequfp AS Customer N $272 Marico Customer N $ -273 Matt 1. McCoy Customer N $27R Max Tech /Johan Crause Customer N $ -275 Maxtec Peripherals (PiY) LTD . Customer N $ -276 MCW Solutions Customer N $ -277 MG WORLDWIDE DISTRIBUTORS,LIC Customer N $278 MGTS. Customer N $ -279 Micro Integration Customer N $ -280 Miuobiz Security Company Customer N $ -281 Midco Inc. Customer N $ -282 Middle Point Customer N $ -283 Midwest Digital Systems, LLC Customer N $284 Minuteman Security Tech., InC Customer N $ -285 Nantze Electric Company Inc Customer N $ -286 National fire and Security Ltd Customer N $287 NAVCO Severity Systems Customer N S288 Neural Integrated Systems Pvt ltd Customer N $ -289 NEXTI.~N s.r.o. Customer N $ -



290 Norbain SD Limited UK Customer N 5 -

291 NorelcoSafecam Customer N $ -

292 North American video, Inc. Customer N $ -

293 NorthStar Security, Inc Customer N $ -

244 Novatron Sec Distribution SA Customer N $

295 Octopuss SA Customer N $ -

296 Office Pro Technologies dba OPTECH Customer N $ -

297 One Source Security Customer N 5

298 Optima Ne[work5 Bvba Customer N $ -

299 Pacific Communications Customer N $ -

300 Parthex, Inc. Customer N $ -

301 Patararungroj ltd. Customer N $ -

302 Pekin Public Schools district 108 Customer N $ -

303 Petards Customer N $ -

304 Photoscan System Co., Ltd Customer N $

305 Phu Ha Limited Company Customer N 5

306 Pillar Innovations, LLC Customer N $ -

307 PKE Electronics AG Customer N $

308 Pfan e Networks Customer N $ -

309 Platt Electric Supply Customer N $ -

310 Post Browning Customer N $ -

311 Prism One Group LLC Customer N $ -

312 Prisma bytes Sdn Bhd Customer N $ -

3~3 PSA Customer N $

314 P7 Data Global Komumatama Customer N $

315 PT Golden Solutions Indonesia Customer N $ -

316 PT. 3D Network Indonestia Customer N $ -

317 PT. 3D Networks Indonesia Customer N 5 -

318 QSecuritySystems Customer N $ -

319 Quang Dung Technology Distribution Co.LTO Customer N $ -

320 Quartz Matrix Customer N $

321 Quemic Mauritius Customer N $ -

32Z REDYCOM Customer N $ -

323 Relyco Resources, Inc Customer N $

324 531ntegra[ion Customer N $ -

325 SAC Seguridad Automatization Y Control SA Customer N $

326 San Ramon Valley Unified School District Customer N $ -

327 Scan Source Customer N $

328 Scansource Lain America Inc. Customer N $ -

324 Scope lTD Corp Customer N $ -

330 Sectron Customer N $ -

331 Securadyne Systems Customer N $ -

332 SecureWatch24 LLC Customer N $ -

333 Securitec One Inc. Customer N 5 -

334 Securitech Systems Limited Customer N $ -

335 Sewritronics Customer N $ -

336 Security 101 Customer N $ -

337 Security Data Supply, lLC Customer N $ -

338 Security Equipment, Inc. Customer N $ -

339 Security Integration Group, Inc. Customer N 5 -340 SEICO Inc. Customer N $ -341 $ekunet S.A. Customer N $ -

342 SensorLink Holdings Sdn Bhd Customer N $ -

343 Shanghai North Crown Co. Ltd Customer N $ -344 Shiba Customer N $ -

345 51 Technologies, Inc. ~ Customer N $ -

346 Siel Invest S.R.I Customer tJ $ -

347 Siemens lLC UAE Customer N $348 Siimar Electronics Customer N $ -

349 SimplexGrinnell LP Customer N $ -

350 SIRIUS SPA (Compass) Dist Customer N $ -

351 Sistemas V Servicios de Comunicacion, S.A Customer N S352 SKY TECHNOLOGIES D.O.O. Customer N $ -

353 Sonitrol Security Customer N $ -354 Sonivision S.A. Customer N $ -

355 Sound Inc. Customer N $ -

356 Sound Inc. Customer N $ -357 Space E~;ploration Technologies Corp. Customer N $ -358 SPS ELECTRONICS. .Customer. N $ -

359 STA Tehniks Customer N S

360 Stanley Convergent Security Solutions Customer N 5 -361 Steehold Company Limited Customer N $ -

362 STEVE McGIASSON- C Customer N $



363 SVD France Customer - IV $ -364 SystemK Corporation Customer N $ -

365 Systems Distributors, Inc. Customer N $ -

366 Takachiho Koheki Customer N $ -367 7CK TeChnOlOgy CO LTD Customer N $ ' -

368 Tech Domain Customer N $ -

369 Tech Electronics Customer N $ -

3~0 TechnoQforSeturitySystems Customer N $ -371 Teeya Master Systems CO. I,TD Customer N $

372 Telenet Vo1P, Inc. Customer N $ -

373 Tenco Supplies Inc. Customer N $ -

374 The Security Group Corp Customer N $375 Trans Audio Video SRL Customer N $ -

376 Transworld limitada Customer N $ -

377 Trident Seafoods Corporation Customer N $

378 Tri-Ed/ Northern Video Distribution Customer N $

379 TRL Systems, inc. Customer N $ -

380 TSE Australia Customer N $ -

381 Uitrak Security Systems Sp. z.o.o. Customer N $382 Unisol international Corp Customer IV $ -

383 UnitedTechnologyGroupDWCLLC Customer N $384 Vegas Valley Locking Systems Customer N $ -

385 Vicon Industries Customer N $ -

386 Vicon Norway Customer N $ -387 Video Guard B.V. Customer N $ -

388 Vido Electronic Customer N $ -

389 Viewrun Customer N $ -

390 Volutone DiSt.~Simi Valey, CA} Customer N $ -

391 Voxtel5mart Security Solutions lLC Customer ~ N $ -

392 Walters Wholesale Electronic Co. Customer N $ -

393 Westec Supplies Customer N 5 -394 Will Electronics Customer N 5 -395 Worcester County Sheriff's Office Customer N $



Arecont Vision, LLC

APA Schedule 4.20(b) -Executory Contract Assumed/Rejected

Count Nn__nr Ca{eFory ~u_o~ Cure Coz' Amo~nl Acce t Rx~e~t

3 Harty Group In;c~naiional Refs Y 5 - Assume

2 VVATA International HeFs 1' S ~ Ass~nc

3 I'AWBAN International Reps Y S ~ Assume

A Tribofg SolYlionS Inle~ndtiOndl Repi Y $ -_— __'

Assume

5 Erik Oudenjik nte~ naliunel Reps Y $ - ~ssvme

6 Nenr'rk Anders on (SA CanSUltin~AB) In~ernatiorai Repi Y $ - Assume

7 iMola NOWello Inlerna~ional Peps Y S - Assu

E Ahmed Kafa(y int¢~na~ion~I Reps Y $ ~ Assu

5 Hikam Visicn Inlernalional Neps V $ - Assuivz

10 Oadgcr Reps Dcmestic Peps w $ - Assu

13 SMC~Se<uriry Marketing Cons~~l~ants) Domestic Reps Y $ ~ Assume

12 SESF Oomeslic Reps Y $ ~ Ass~rve

13 PAR Products Domestic Reps Y $ - Assume

]4 faladfn 5t7es Domestic Reps Y $ - Assume

15 OCOM Sales lnc Uomes~ic Reps Y $ - Assume

16 Gen sis Agency lnc. Domesiir Rens Y S - Axsuroe

1] Dave Naletny Domestic Reps Y $ ~ - ~ Assume

]8 Alex Zanyd Consultant-Internrtinnai Y $ 2.398 Assume

19 Chrls Lee Consultai~-International Y $ - Assume

20 Lack Lim [a-sulfanl-InMmafional Y $ ~ Assume

2] Johan Cra~se ~ Consultant ~ International 'Y $ T - Assn

32 Paul Tzgger Consullxnt~lntemational Y $ - Assume

23 Sanjit 8ardhan Consultant -International Y $ - Assu

24 ViMet Panwa~ fonsultant ~in[erna~ionai Y $ - Assume

2'. Vishesh Wa;ikoo Consultant-internacienal ~r 5 - gssvme

26 Waldemar Golan Consullan~~intema[bnal Y $ - Assume

3]~ Edmond Ueravanessian Employee Y 5 - Aswme

Ze John Bujarski Employee Y $ - Azs~me

29 Mih~allfaguiwas Employe» Y S - As~~me

30 Kyle Parker Employes Y S T - Auume

3] leHrey Whkney - Employee Y $ - Assume

32 Santlee Jenkins Employm Y $ ~ Assume

33 Alexander Krul Employee Y $ - Assume

3n Sil»v vopesc~ ~ Employee Y $ - Assume

35 nraAley DonalGson Employe^ Y $ - Assume

36 Ra~I Calderon Employee Y $ ~ Assume

37 Carl Pe[er.cen -~ Employee Y 5 - Assume

3B Gik Faust EmO~oyea Y $ - Assume

39

~~90

Annr 6alvan

~

EmO~oyee Y $ ~ ~ Assume

stereo Nob^rts EmO~oyee Y $ - Assume

AI EHp~ess logic S~VF~er Y S ~ Assume

41 co ~Nex mTAe<han cal Design and Tooling C~siomer Y $ - hssu~e

43 OPEN EYE OEM SupP~ier Y $ - Assume

~4 Shurwn Mxnufac~urirg Company S~pNlier Y $ ~ Assume

95 Te<hilal S~pplie~ Y j - Assume

0G C-ProElecfronics Co ltd. Supplier Y $ - Assume

9] TepVis~x Uptronics Copp. Technologies In Supplier Y $ - pssune

nR SAE Electronic Ce,Ltd SuppSrr Y $ ~~ Assume

49 tenet Suppi:er Y $ - Assurce

50 35REP southern faitforn aOflice to LtC tease ~O~flce~ Y $ 103,'92 Rejetl

51 Security Search&Censuliing ~Employmen~agen[y Y $ - Assume

SZ CyberCoden lnc Employment agency Y $ - psaum

53 Thinkingahead lnc Employmerl gg,+ncy Y 5 - gssume

Yt Alien Oeravan=ssia temporary Labor $ - Assume

55 Emmiv. Ma~lirOSSi2 n iCmporary Latar Y S - Assume

56 Mary Knauf Temporary Labor Y $ - Assume

57 Accountemps Temporary taM.r Y $ ~ Pssume

ie Att-3 Perwnnel5ervicet - Temfa/ary Labcr Y 5 ~ Assume

59 AEROTEK INC lempora~y Labor Y S ~ Assume

GO AppleOne Eirployment Services ie~nporary tabor Y $ ~ Pssume

61 Voll .ending wrporation Tempo~Ery Lahar ~ Y $ ~,53D Assume

6Z 7echTe~m UG Tempera:y Labor Y 5 I9,A] Ass~~m>

6i Anthem Blue Cres s Nenef;:s v ~$ ~ ~155um.

W Inhn N ock late Ins ce Co. 8enetits V 5 - Assume

6i IASC

---

b=nefi~v Y 5 ~ Assume

GG Lin>c+e.<c^~17 .____...~ Y

Asi~ime

67 Girch Comm~ni:anions:nc it Y 5 ~ Ats~me

Ge

69

C,rt.2on web Services

~[~s~+lnt

II ~ ~ v $ ~ ~siume

li Y $

)O SPS Commerce IT Y j - gvsume

71 logNeln US/, In[. Ii Y $ - Azfume

]2 MOroPrice.'n[.. ~i ..-. y $ - assume

~s erz. scrv~cc; n v 5 - - - n,:~me

~~ Sine wave na~nrenan~e r ~ S ~ Fs.ume

Is fe mcrM.Cer n[om <ial Pl~mting ln< N,~i.~t^name Y 5 ~ Fss~me

l6 Viex~<oast ~Ir Contlitioning Mxi.it=nonce Y 5 - /ssi~me

JJ A.1: [I:,Iric Y ----r Ass ~~re

]A .1r:

IS

per s lack & Sxurity 1

CM {orkl ~t lnc

M nt c

:nt e

Y

Y

$ 8,

~

A Mme

A me



ao m;ovau.~e oocrsowuc:s nnamienxoae r 5 - anum~

Si ta~ra C.imbran Pcrci Meinte-znce Y $ - Assume ~~

&2 Paira~,ti ta'H F. C. Clien[TruSi M<oun[ Professional Sen Y $ - gejecl

53 lines&Mathotra, CPN ~ 4rolessional5ervices Y $ - fle eR

bt Gortlon 8 Pees ttP ~ Profe:siarui 5ervi:es Y $ - Pe'ett1

PS Wolin H~vFannityan ~ Vre~e:sio.~al Servi_Gs Y 5 - flejtri

E6 Boon )at Yong Prufe~siurinl iery ices Y $ - Rejecl

e) Con~e6~K Prc.`c nul Sery Y $ - ],9G1 Re~tt[

ES Ernin vavw eakiog~u Frclessional 5erv2~s Y $ 930 Rejx~

tlY ONVIF inc Prolessional5en V $ - pej=ci

90 TecTezm UG Professional5ery Y $ - Pejxct

91 Vi~aly Telishevsky Professional Services Y $ )ZO Pejec[

91 MClthouse Carlin Van Trigl L'.P Pro(e5sional5ervices Y S - Reject

93 Law Office of Victoria l.5~h Vrolessional Servi Y 5 - Rcjeci

9A Lcw Offices of Kevin 1. Kee.n~n Professional Sery Y $ - Re~e~i

95 Lewis Roca ftothgerberfhristie Professlona~Services V $ - 0.ejecl

96 N.aore Stephens Consultants Profess nal 5ervic ~ Y $ - Assume

97 Steinberg Law Flom professional Service Y $ - Assume

9B Bailey 5lfategic Muman Resources Professional Services Y $ ~ Assu

99 EKU Kalinowski Smrage Y $ - Assume

.1W ACH Public Storage Glentlale SloraRe Y 5 ~ Ass~e+

30] I ST PRIO0.RY LLC ~ustem=r ry $ - .'l some

30] 2U Electronics LLC

~

Customer N S - Assume

ln3 ~3~togic USA Cyst mer N $ - Assume

lCb Absolute <ommunicalions Custom N $ - Assume

105 Acreas ~n~i Eryond L'ID Customer N $ - Assume

1W Attu-Tech Corp. N5[omer N $ - Assume

10] AO.TEK ~ Customer A S - Assume

108 ~OPWLIHM F.lectronin Appliances Customer N $ - Assume

109 Adtler Digital Custorxe~ N $ - Assume

110 ~Dl CanatlaJADl Buries; Wstome~ N S - Assume

111 ADI Gardiner trance Customer N S - Assume

132 A01 Gardi~ur t(miled Customer N f - ~swme

113 PDI Cardlne~Netherland50.V. Nstome~ N S - Assume

13A ADI Global Dis(ribu~ion Ahi[a Customer N $ - Fssume

135 ~Ul intlia

~

C~slomer N $ - Assume

ilb SDI-Alarmayalem a/i Customer N $ - Assume

117 ADISESSA DE CV '[usto~r.. N 5 - Assume

118 Advznce Technology Customer N $ ~ Assume

119 Advance Technology 5ys!em85ululionC~ C~storner - N S - Assume

120 ~Wenl Systems, inc. Customer N $ - Assume

121 AFIINTPA TECHNOtOGICS SDN.BHD. Customer N $ - Assume

312 AICON Inte nr ational Customer N $ - ~ Assume

Ili N.arm Engineering ~ Custame~ N $ ~ Assume

124 Fv~m Products pist~iLuto~s ~ Nstome N $ - Assume

135 AlarmasAM Cusromer ~N S ~ Auume

126 Ntrmlech Custorm~ N $ - qu~mx

12] Ffava lnyeieras Te+ecom SLU N5[om~r N $ - Assume

1]8 A;Ged Fire and Security Customer N j - Assume

119 Allne~GmbH

~^

Nsfomer N $ - Assume

130 FIInM.iti is s.r.l. Ns~ome~ K S - Assume

]31 AI[inuva Eltklrort4 Ns[omer N $ - Asst

132

__—_~

pmJg~mated Security Services Limited Customer N $ ~ Assume

13- Amano Mc IncGann Nslomer N $ -~._._. Assume

13~ Amco~y Security 6io~➢Norlh Ame~ica,L Customer N $ ~ Assume

135 American ~'yQal Sctu~ity C~slot'aer N $ - Assume

136 American ElecVo~+cs.S.a.

~

customer N $ - Assume

337 Ametras Vision GmbH C~5 ome! N $ - Assume

138 Nnixter A~s[ralia f'~y tTO Custoine~ N $ - Assume

137 Anixler Canada Customer N $ - Assume

110 ~nixCxr LTD~VATp CEl82G<830G) Cus~ome~ N S - Assume

191 RNiMEP l:O (SE50]0]lI]3201~Swetlen ~C~slomer N $ - Assume

1a2 nNl%IER LFD VAT 6E0&1589a639~~Be~gium) Customer N $ - Assure

':4i ANIMfR ITD (VPT E5N826I795F)~SPAIN~ Ct~stom[~ N $ - Assume

149 ANIXTEfl tT0 (VAT IE9876075R} IREI A~l~ Nitomer N $ - Assume

]AS ANI%iER LTD (VATIT0019 839 99 96~jR~LY} Cullom N $ - A:s~me

146 ANI%7ER LTD~G0685I61331)LK Custc-mer N $ - Ass~~me

' la! Anixler MitltlleEazti2E Customer N 5 - Assume

]98 A^.~xi=r PUCr~O.ii[o 5~es C~SIOmei N $ - gssiimc

149 Ania~er 5ingal~cre Customer N "... _..~_..$ "-~'Assume

150 ~nixler Sind+?ire Pte ltc customer N $ - Pssum

15l ~nixtee So~Ih ~mCri<a C~~S[Omer A $ pisvme

152 AnixtEr, inf CuS~ome~ N $ - n55~me

li3 /nleco LTU Cusl~mer N S ~ psivne

I ̀_9 Arne l'enited Customer ~ 5 ~ Assume

155 A~~^5 On Security Group C~siamcr N $ ilsit~m^

156 ATECO Customer N 5 - Assum^

i F~dio ~inovati~-~Cf f~esno. tlC Customer $

I58 f.VI [L lid. Cu5~0'nP! N S ~ Assure

159 Rx<anlnlernrlwork Cu., ll~. Cu:lomer ~J $ - Ass .~

160 Patten CP i~d.

~

(.u.:om~r ~ $ ~ Asz~me

16] BauJ ir~ecnmmi: r:nr,-.ti~:rvetworka Curtom c~ N $ ~ Pss ume

152 Bel .y5temS:mi:eJ Cus N $ -- __

Assume

163 ~iiplane~5olut~oi~P~~li:f Customer V $ ~ Assurt:e



165 E10HiNATO SECURITY SflL Customer N $ - l~ssume

166 9ridg=Trading uSA ttC Customer N $ Hssume

~16] 9roeklyn Low Voltage Supply Customer N $ ls~~me

166 Brownsburg Conmunily School CorporaVen Cuz;oine~ N $ - Fssime

IG9 8~x~.ne55 Technology Partners__.

C~stome r N $ - gss:.^~e_~.

i70__

C&C Pa~ir.e~s 50.zo.a Customer N--...-'- $ - —'—'--'—~~ssurtre

3)1 fRMART SDN END Customer N $ ~ gss~me

l]i CAMENR CORNEF/CONNECTING COINT Cus~amer N 5 - Pssume

173 Cassidy TecM1nologrcs i C~s~omsr N 5 ~ Assume

1]M1 CBE C~s1o~rer N 5 ~ ~ssvme

1J5 CCF-CGNFTOIft DES COURANT5 FA18LES C~itomer N $ - Assume

1~6 CRV Customer N $ ~ ASS~me

1]J CCN CcnIe~S.t. C~slomer N f ~ss~me

1]B CI1tK CONVO.RATIOh C~s~omer N $ ~ Assume

1]9 CJSC Arecont Vlsion C~stcmer N $ ~ Assum^

180 CM39ui1diog Solutions, lnc. Cutmme - N $ - Assume

181 Communications 5upp~y Coip Cusiomeri N $ ~ lssume

18I Computec Korea CO., Utl Customer N $ ~ Assume

1&3 Computer Gross Italia S.p.A. Customer N S - ASSu~11C

364 Comlel Systems Technology, Inc. ~Cus~ome~ N $ - Ass~~me

185 Convergin~Technologies Nstomer N I $ - Assume

18G Coti~tl.o.o. Nstome~ N $ ~ Assume

18] CS Media Inc C~slome~ N $ - Assume

188 CUSTOM COMMUNICATIONS, ING Nsiomer N $ - Assume

189 Custom Electronic Supply ~ Customer N $ - Assume

190 Ns[at bvz Customer N $ - Assume

191 DATA LAN Sas Customer N $ - Aisume

192 DataLink lnleractive lric. Customer N $ - fss~me

193 DC Adorwy [ustoncr N $ ~ Assume

194 OEMF SA Customer N S - Assume

195 Oelec AS Cutromer N $ - Assume

19G Digital Media for Security Systems. Customer N $ - Assam

19) Digi;aicom Co.,lf0. ~ Cus N $ - Assume

39B Oiyiialwat<h G~a!d {ustomer N $ ~ Assume

199 Oislrotech AB Custome~ N $ - gss~me

2(NI Divi ~s Customer N 5 Assume

701 dunk Fire &Security Cuvcrner ~ ~ N $ - A.su

202 E-NIon SA Customer N S - Assn .

203 Earl Bola^os. Customer N $ - Assume

204 kdist Customer N $ - Assun

205 EDNETIU CUSIOmer N S Assump

]O6 ED5lAN 5Ht Customer N $ - Assume

JO] Ele<~ro-Systems Intl. Corp Nslom N 5 ~ Assume

208 ENME VISIUN AS Cus~ome N $ ~ Assume

209 Entech-Dallas [uslcmer N $ - pzs~me

2~0 EQUICOS DE SEGURIpAD MAGOCA~, S.A. ~ ~uslomer N 5 Asivme

231 ESGO Cari.-wnitalions Customer N S - Assume

2l7 Esentia Systems, Inc. Customer N S ~ Assume

213 Esprtnet S.F.N. C~slorrer N $ - Ps~~ine

219 E-Tech Systems Customer N ~$ - Assume

Z1`. Euroalarm Cuslome~ N 5 - gisume

316 Eurorne Telecom Customer N S - Assume

217 European 5e.urity i:atling Customer N f - Assam

139 EVEC SOl~rtians Customer ~ $ - Nssume

239 fares for Ne;wo~ks&IT SOILlions C~slome: N $ - Assume

2]0 Fasl Forward Eleti~onl Customer N $ ~ Pa~um.e

223 Federal Pro~ec~ian, Inc Customer N $ - Aswr, e

222 f~11Pro[ecU.^n C~sl~mer —' N '--~---""-'"'"'3 n:.~ me213 ~~turehome 5y5[xmsRpezign inc. ~us;amer N $ - Assume

229 G9S, Gisfome~ N $ - Assume

225 Gei~erson/Centennial

~

Customer N $ - Pssu

236 Geufx~brueck Mis[~aNa Customer N 5 - Assume

22] Glohal;urveillance Associates ~C~s~omei N $ - Psx~me

278 ~Global5urveillan e5ystem, ln~ Cuslonn N S - ~ssu ine

279 Graybar Customer N $ - Assam e

130_..~

Grayba~ Electric Company. ~~~•_

Cuvlomer N $ ~ ~ ~is~me

23] G~ic AY~iv Customer ~J $ ~ Assune

]32 Guangzhou ls5ec 5ecuri~y technology Co. Cuslemer N $ ~ 1:~um^

2i3 Gull Basin^ss ~F.nchirzs LLC Cuslcmer ~l 5 - Ass~mr

739 nHamilton Sate Compa y Cu~tu rcf! N $ ~ ASs~~me

l3i Harco GrnuF Sa/NV C~itomei N $ - Assume

136 Hi:s limileJ ~~;torrvRi N 5 - Aa~irme

23i Honeywell SC:~tily tipara S. L. Customer !J $ - gssu-}e

238 Hc~'m.-exeil5e:u•~y i~alia 5. r.l. Customer N 5 ~ A»urre

2io Honeywell5ecvri~y Italy SpA Customer N $ ~ Assam

290 Hon>yviell, sVul.> i, o. Customer A

N

$ ~ gssurne

2a1 IC~Sei'uri~y Solutions (~1X)l'd ~.:stom ~r $ - Assume

192. ICU Security S~luticnS G.K. ~ Cus[Omer .. N $ - Assume - -

293 IrNronica cht. ~Cu.tcmft V $ ~....._ r v!,v um _

1tc .~tlustrixl Video flConiral Custo:nm N S - hs~_c_^

145 Inliniiy f:'c~.:h~.~i~n Cus~omer N $ ls_ume

1A6 INFUIIUi,SNP Customer N - gssvrte

2G] INFOL1Si Cusloirt•r S - Assum.0

248 INF~A:OUI TECf ISEAV; PVl.LTp C hem N > -

$ ~

gssurrc

P•..one2 I nie ~ d P 1 'on SPL ~C stcr N



250 Innovative 5ecuriry Systems, lnc. CusWnrcr N S ~ Asrvm

25] ve lT ln(rasiruct~res tttl. (Gstomxr N 5 Assume

J`J.. I~IPpJalo~s Ausl~afia Pty l~tl Customer N $ Assume

253 International Sec~~rity BTrading Coy➢ Customer N $ ~ Assume

259 IPi ECN0 ~I~EOVIGIIANCIF i.t. Cuzlomer N - Pssurre

255 ISS INTEGflAL SECUFITY SYSiEIlS, S.~. Cusco N $ AFsymC

256 ISTC tle Chile S.~. Costumer N $ - Azsume

257 ISTC tle Meaic Sa Oe CV Customer N $ - Aswme

252 ITESA Ns:omer N S - Ass~.ne

259 ITWORKS tIC, UUBPI C~stomcr N $ - Assi:ee

2G0 )K~Handelsonderneming - C~slomer N 5 - Assume

2G3 IMC. Security Systems Customer N 5 - Assume

262 151 flotlrig~ei, lnc Nslamer N $ - Assume

763 Kcving doo Custorr.er N $ ~ ~ssu

26a la Estrel.a 5olitana SA ~ Customer N $ - Assume

265 tlnea~Tech SF de CV Customer N $ ~ Assume

766 lMl(T Private ltd Customer -. ~.. .~. -- !! 5 n:~~me]67 logen Sa tleN Customer N $ - Auume

2G8 t00V 5KUPINA D.0.0. Ntromer ~ N $ ~ - Assume

369 M.A. TECH ^T Customer N $ ~ - Ass~~ce

170 Madwave ttd. [ustcme~ N $ ~ ~Ssume

]]t Ma~inequip ~5 Customer N $ - Auume

I72 Martca Customer N S - Asaume

273 Ma~~1. McCoy Customer N $ - Assume

279 Max Tech /lohan Grouse Cusln+ner N $ - Assume

275 Maxlec Peripherals PTY) LTD Customer N $ - Assume

]76 N.CW Solutions Costumer N $ - Assume

2]] MG WONLDWIDE OISTRIBUTORS,LLC Customer N S - Assume

2J8 MGfS. Nslamer N $ ~ Assume

279 Miao Inte~aiian C~stam N $ - Assume

]BO MInObIi Se[Uliry Company CuSIOm¢r N $ ~ Assume

28] Midw lnc, Wt[omer N $ - Assume

282 Mitldle Voint T Cusmmer N S - Assu

]83 Midw^si Ctg~!al Systems, lLC Customer N $ - assume

R84 Minuteman Security Tech., inc Customer N S - Rssur,.e

285 NantEP ElMric COmpanylrc. Cus~omet N S - Assuree

286 National Fire and Security LM Customer N $ - Assuma

287 NAVCO Security 5ys~ems Customer N $^ - Ass~mc

288 Neural Integrated Systems Pvt Ud Cusromer N $ - Assume

289 NEXlIAN s.t.o. Cuslame~' N $ - Assam¢

i90 Norbaln SO limitetl UN ~~slomer h $ - Assume

29] NOf¢IC053(ecam CuslOme~ N $ - PSSvme

I92 ~orl~Amerlcan Video, inc. Customer N $ - Assume

193 NorthSfar Seu~rily, Inc. Nsiomer N $ - Assure

2?1 Novalran Sec Distrio~tion Sp Customer N $ - Assure

795 Octop~555A ~ C~itamer N $ - Assume

296 Office Pro Techiwlo6~"s dba OPTECH Customer tt $ - Assume

29] One Source 5ecur"ry Customer N $ - Azsume

l^d Optima Networks Bvbx Customer M $ - Assume

299 Pacific Communications C~~stemer N $ ~ Assume

300 Parfhex, Inc Customer N 5 - Assume

'Ol Pataratungro~Lid. Customer N $ ~ Assume

3D2 Pekin Fub:ic 5<hools Ci5lrict 108 C~storxr N $ ~ Assume

303 PN.artls Customer N $ Aisa-~e

3M Photoscan 5ys:em Co., Lld Customer N $ - Assume

3(15 Vhu Ha limited Company Customer ti $ ~ Assume

306 Villar lnirovations, llC Cus[omee N $ ~ Assume

307 PKE CIeclronics AG Customer N $ - Assume

308 Plan N Netwa'ks Nstome: N 5 - Assu

3v9 Glatt Ele[Iti[SUVPM Customer N $ - gs:uir.e

310 Vos[Brow~ri^g Customer N $ - Assume

31t Prism One Group tlC C~sto.~ne~ N S - A~sii.~re

312 Prisma Bytes Stln Bhc ~u,:omer N $ - Assume

313 P5A Customer N $ - Assume

310 GT Data Global Kom~ma'Sma Custom N $ - ~ss~me

315 PT GOItlen Se: .ions Indonesia ~us~ome~ N 5 ~ As:um

316 PT. 3U Network lnticr~es~ia N:tomei N $ - Assume

317 Pi. 3p NetlVorks lndof~esia G~slorr.er N f - Assume

318 4Securily Systsma Customer N 5 - ~ssvme

319 Quang puns Technology Distri~~lionCo. C~s~omer N $ - Assume

320 Uua~li Matrix ~ Customer N $___"_

Assu-:t

321 puPmiC MEV/ilius Cvslomer N $ - Ass~mC

322 RlOYCOM Cvstamer - N $ ~ Ass,:m^

3]3 Helyro Feso~r:es, in Customer N 5 ~ ~ aszumz

314 531n1^g<>:=n Customer N $ ~ Assume

325 SAC Seyuritlaa nulomrlirr[icnY Conl~~l N $ - ~

?'.G San Damon Valley Vnif;ed Scl•uol Dis~ri;l . ~~slomer N 5 Assu^e

31% Scan So~~<e -- Custcmer. N --~—'----...~._..-..$ ~ss~mr

318 Scansour[e Lain Pmericz Inc.__...

Cus~amer__,\ $ ~ - Assume

3~9 Scope LTD Co.p Ci s of men ~ N S -

33n Senron C~sromer

Customer

V

N 5 -

Nszu~re

Hs~uine3l1

_cecur

Secura Jyre Systems_""__ —_____

332."__'_---

eWatch29 LlC c'u~:rra=r ... ......—-N._.'_""_

----'---$ hss

33'a Sec~ri:ec One Inc, <uz~omer ~ 5 - Assun e

33~ Se~uri:ech 5ysicm;limifed Cus:unie~ N 5 ~ C.s~ume



sts securrconics as~c-rncr n 5 - n::ume

33G Sec~rily 101 Cuslemer N $ - Pu~me

33] Security Dala Supply, LLC Cu~tunier N f - gas•me

33N Sec~rry Equipm-enl, in_. Cu=.[omer N $ ~ Assvme

i39 Security inle6~=lion Grc, g, lnc. C~s~amer N 5 ~ ~ss~me

3~0 SEICO In<. ~~slomer N 5 assume

343 Sek~nei S.A. ~~stamer N ~ $ ~ - Asivme

i42 Sensortink Ilalding: Sin BhJ Ns~omw N $ - Assam=

313 Sha~6^ai North Crown Co..[d Customer N $ - ~ssvme

.49 Shita Cuslomef !.' S ~ Assume

345 SI Technolo~=s, Inc.

____

C~sfomer \ $ ~ gswme

3<R— "_

Siel invest S.R.L Customer N $ - pisu-ne

347 Siemens lLC Ul1E C~slomer N S - Assume

398 Sllmar Electronics Cvstomer N S~ - Assume

349 '_impiexGrinnell LP Customer N S ~ Assume

3'A SIRIU~ SPA (Compass) Dist Oslo N $ - Assume

351 SislemasYSeni<ios de Com~nicacion, 5. Customer N $ - Assume

353 SNY TECHNOLOGIES D.O.O. Nstoine~ N S - Assume

353 Sonitrol5ecurliy Cuslome~ N $ - Assume

35G Sonivisiui~S.A. Nslomer N $ - Assume

355_'_

$o~nd lnc. Cush N $ - Assume

356 Scundinc. T bus ~— N $ - ~ss~me

35I Space Exploration Technolcg4s Corp, Ciistort:er N $ - Assume

358 SPS ELECIPONICS Ns~omer ry $ - Assume

359 STA Tehniks Customer N 5 - gssi~

3G1 Stanley ConvPfgP^.t Se[~rily Sol~~icns CuSlOmet N $ ~ AnuMP

361 Steehold Company Li~x V;etl ~ C~siomer N $ - Assume

3G2 STEVE MCGlA550N-C Customer N $ - Assvmc

363 SVO (fiance Ns~emer N $ - Assume

3b1 Sytte:nK Coiporaticn Customer N S ~ Assume

365 Systems ~ISlributors, Inc. Customer N $ ~ Assume

366 Taka[hiM Koheni Customer N $ - pssum

36] TCK Techrrolegy CO ITD Customer N 5 - Aszume

iE8 Tech Domain Cusfome~ N $ ~ Asz~me

369 Tech Electronics Customer N $ - Ass

3I0 Techno 4fot 5ec~rily Systems Customer ~~ N $ - Assume

371 Teeya Maste~5ystems CO. LTD Customer N $ ~ - Assume

372 Te~ene~VolP, InL CustomC~ N S ~ Asst

373 Tenco Supplies inc. Customer N $ - Assume

37d Tlx Seuirily Group Carp C~slomer N $ - gssum

375 Trans Audio Video Sftl Customer N $ - pss~m

376 Transworld LimAaAa C~stome: N $ - Assume

377 Tri9~nt Seafoods Corporation Customer N $ Assume

3]8 Tri~Ed/Northern Video ~ishibu~ion Cusmmer N $ - fssi~me

3]9 TPl SysNms,i

n

~yslomer N $ ~ Assume

3E0 TSE A~s~ralia Customer N $ - Assume

381 Ulttak Security SysMms Sp. z. Customer N $ - nisvrte

387 Uniwllnternalional Corp C~slamer N $ - Assu

383 United Tedinology Graup DWC tIC Cunomer N $ ~ Ass~mc

3B9 Vegas Valley leckinE Systems Customer N 5 - Assume

3A5 Vicon lnd~steies --~C~stomer N $ Assume

385 Viton Na~way ~ustome~ N $ - Assume

387 Videa Grard B.V. - Customer N $ - assume

386 Vido ElecVc^,ic ~ Customer N $ - Assume

389 Viewrun Nstamer N $ - Assume

390 Vol~tone Dist.~5imi Valey, CA) :uslomer N $ - Assum

391 VottelSmart Secuiily Solutions lLC customer N $ ~ Ass~~me

39] Wal[en Wholesale Elett nic Cn. Customer h $ - Assume

393 Wes~ec SupH~:rs - Custorzrer N $ ~ Assume

394 Wiil Eiec~ronics Nstamer N ~S - Pss~m=

?95 Wo~cesler County S!'.e~i!1's (lllire N5[omer N 5 - Assum



Exhibit lA

First Amendment to Purchase Agreement



FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This First Amendment to Asset Purchase Agreement dated as of July 9, 2018 (the"Amendment"), is entered into by and between Arecont Vision, LLC, a Delaware Iirnitedliability company ("SelIer"), adebtor-in-possession in a pending Chapter 11 Case in theUnited States Bankruptcy Court for the District of Delaware under Case No. 18-11142,on the one hand, and Arecont Vision Costar LLC, a Delaware limited liability company("Purchaser"), and an affiliate of Costar Technologies, Inc., a Delaware corporation, andCostar Video Systems, LLC, a Delaware limited liability company (collectively,"Original Purchaser" and, together with Seller and Purchaser, sometimes collectivelyre~erreu co i~er~in a~ the "r~ies"j on ire ~ine~ ha~id, wiiii rEspeci io ine ioilo~virig iacisand circumstances.

A. Reference is made to that certain Asset Purchase Agreement dated as ofJune 29, 2018 (the "Agreement"), by and between Seller and Purchaser.

B. Capitalized terms used but not defined in this Amendment shall have themeanings ascribed to them in the Agreement.

C. Original Purchaser has assigned its rights under the Agreement to Purchaser,provided that Purchaser has not been relieved of any of its obligations underthe Agreement as a result of such assignment.

D. Seller and Purchaser wish to modify and amend certain provisions of theAgreement as a result of an auction of Seller's assets and to properly reflectthe mutual understanding of the Parties.

NOW, THEREFORE, for good valuable consideration, the receipt and sufficiencyof which each hereby acknowledges, Purchaser and Seller hereby modify and amend theAgreement as follows:

1. The Purchase Price referenced in Section 1.5(a)(ii) of the Agreement isincreased from Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000) toThirteen Million Eight Hundred Seventy-Five Thousand Dollars ($13,875,000) plus theamount of the Assumed Liabilities, subject to the working capital adjustment set forth inSection 1.6.

2. Deletion and Restatement of Section 1.6 of the Agreement. Section 1.6and Schedule 1.6 of the Agreement are hereby deleted in their entirety and the followingprovision is substituted in place and stead of Section 1.6:

"The Parties agree that the working capital adjustment shall be fixed at theamount of $2,227,930 as of the Closing Date (the "Final Worki~Capital Adjustment"),which amount includes certain pre-paid inventory as set forth in the working capitalschedule provided to Purchaser by Buyer on July 8, 20l 8. The Purchase Price payable byPurchaser to Seller shall be reduced by the Final Working Capital Adjustment, provided

ROCS DE•22022 ).) 05062/002


Case 18-11142-CSS Doc 168-1 Filed 07/10/1:8 Page 97 of 99

that (i) Seller provides evidence to Buyer at Closing of the payment of not less than$400,000 ofpost-petition accounts payable during the period July 9, 2018 .throughClosing and (ii) to the extent Seller's cash collections exceed $385,000 during the periodJuly 9, 20l 8 through Closing, all such excess collections shall be credited against thePurchase Price."

3. Deletion and Restatement of Section 4.8 of the Agreement. Section 4.8 ofthe Agreement is hereby deleted in its entirety and the following provision is substitutedin its place and stead:

"4.8 Books and Records• Access to Personnel.

Furcnaser agrees gnat it shall preserve ana keep ali hooks and r'~ecords in thePurchaser's possession for a period of at least five (5) years from the Closing Date.. Untila final decree is entered closing the Bankruptcy Case, Purchaser shall also make availableto Seller and its representatives (i) access at reasonable times, and free of charge to thoseindividuals listed on Schedule 4.8 to this Agreement (to the extent such individuals are inPurchaser's or an Affiliate's employ at the time of request and to the extent that the samedoes not unreasonably interfere with Purchaser's operation of the Business) forreasonable consultation regarding matters related to the Business prror to the Closing, and(ii) the opportunity, upon reasonable notice and during normal business hours to examine,inspect and, at Seller's cost and expense, copy such Books and Records as they relate toperiods prior to the Closing, in each case in clauses (i) and (ii) in connection with mattersrelating to the administration (including, without limitation, the conduct of any litigationt~ which Seller ox its successors may be a party) and wind down of the Bankruptcy Case.Without limiting the generality of the foregoing, Purchaser also agrees to preserve andkeep, and provide to Seller upon reasonable notice and during normal business hours, theopportunity to examine, inspect and, at Seller's cost and expense, copy any documentsthat may be responsive to discovery in connection with that certain litigation styled as"Arecont Vision Holdings, LLC v. Wonder Vision Inc., et al," pending under Case No.2017-0741-JRS in the Chancery-Court of the State of Delaware (the "Deposit Litigation"}or that are the subject to a litigation hold notice in connection therewith (the "DiscoveryFile") until the earlier to occur of (a) the date the Deposit Litigation has been closed, and(b) such time as the contents of the Discovery File (or copies thereo f have beentransferred to Seller. For purposes of this Section 4.8, the term Seller shall include anysuccessor or assign of Seller, including any liquidating or litigation trust."

4. Miscellaneous.

This Amendment may be amended, superseded; canceled, renewed or extended,and the ternls hereof may be waived, only by a written instrument signed by Purchaser,Seller, and Original Purchaser or, in the case of a waiver, by the party waivingcompliance. No delay on the part of any party in exercising any right, power or privilegehereunder shall operate as a waiver thereof; nor shall any waiver on the part of any partyof any such right, power or privilege, nor any single or pa~-tiai exercise of any such right,power or privilege, preclude any further exercise thereof or the exercise of any other suchright, power or privilege. All references herein to Articles and Sections shall be deemed

2Does or zzozz9.~ ososziooz



references to such parts of the Agreement or this Amendment, unless the context shallotherwise require. The Article and Section headings in this Amendment are for referenceonly and shall not affect the interpretation of the Agreement. 'This Amendment may beexecuted by the parties hereto in separate counterparts, each of which when so executedand delivered shall be an original, but all such counterparts together shall constitute oneand the same instrument. Each counterpart may consist of a number of copies hereofeach signed by less than all, but together signed by all, of the parties hereto. Noprovision of this Amendment is intended to, or shall, confer any third party benef ciary orother rights or remedies upon any Person other than the Parties hereto. To the extent ofany inconsistency between the terms and provisions of this Amendment and theAgreement, this Amendment shall govern and control. Except to such extent, theAgreement shall be unchanged and shall rennain in full force and effect.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

Does ~~:z20229.3 05062/OUZ



IN WrTNESS WHEREOF, Seller, Purchaser, and Original Purchaser haveexecuted this Amendment as of the date first written above.

PURCHASER:

Arecont Vision Costar LLC, a Delawarelimited liability company

BY=a e:

v,,:~'2~('

1 i ~ ~-p

ORIGINAL PURCHASER:

Costar Technologies, Inc., a Delawarecorporation

t L'~.~~l~i~

Costar Video Systems, LLC, a Delawarelimited liability company

By:Na ;~'2~•(Title

SELLER:

Arecant Vision, LLC, a Delaware limitedliability company

By: ~J ►'~'^~Name: T. Scott AvilaTitle: Chief Restructuring Officer

DOCS DE:220224.? 05062!002


1~►:~:11C~Y1~1~

DETAIL OF' PROFESSIONAL SERVICES RENDERED BYPROFESSIONAL DURING THECOMPENSATION PERIOD


Arecont Vision, LLC

Time Detail

David Burns

Date Professional Category Description Hours14-May-18 D. Burns Case Administration Reviewed/exchanged various emails re: press release. 0.514-May-18 D. Burns Case Administration Exchange emails re: WARN issue. 0.214-May-18 D. Burns Bidder Negotiations Review various APA issues 114-May-18 D. Burns Bidder Negotiations T/C w/ bidder re: APA and sale process 0.514-May-18 D. Burns Lender Discussions T/C w/debtors' and lenders' professionals re: APA and sale process 0.814-May-18 D. Burns Bidder Negotiations T/C w/ bidder re: working capital adjustment 0.814-May-18 D. Burns Bidder Negotiations Exchange emails re: working capital calculations 0.315-May-18 D. Burns Sale Process T/C w/ CRO re: net working capital 0.215-May-18 D. Burns Sale Process Review equity commitment/proof of financial wherewithal 0.315-May-18 D. Burns Bidder Negotiations Review various.APA issues/mark-ups 0.815-May-18 D. Burns Sale Process Review emails/info re: German subsidiary 0.315-May-18 D. Burns Sale Process Review revisions to bid procedures 0.415-May-18 D. Burns Sale Process Internal call re APA 0.515-May-18 D. Burns Lender Discussions T/C w/ debtors' and lenders' professionals re: APA and sale process 115-MaydB D. Burns Sale Process Review April results ~- 0.2i5-iviay-i8 D. Burns Saie Process Review NUA mark-up by potential bidder 0.215-May-18 D. Burns Imperial Retention &Billing Matters Work on Imperial retention application 115-May-18 D. Burns Sale Process Review break-up fee precedents 115-May-18 D. Burns Sale Process Review various emails 0.515-May-18 D. Burns Bidder Negotiations - Review working capital file sent by bidder. 0.215-May-18 D. Burns Bidder Negotiations T/C w/ bidder re: working capital calculation. 0.315-May-18 D. Burns Bidder Negotiations Review/exchange various emails re: working capital issue 0.516-May-18 D. Burns Bidder Negotiations Review/exchange various emails re: working capital issue D.516-May-18 D. Burns Bidder Negotiations Review bidder equity commitment letter and related emails 0.516-May-18 D. Burns Bidder Negotiations T/C w/counsel re: various bidder issues. 0.216-May-18 D. Burns Bidder Negotiations T/C w/ CRO & bidder re: various bidder issues. 1.516-May-18 D. Burns Bidder Negotiations Further review of working capital calculations; exchange emails re: same 116-May-18 D. Burns Bidder Negotiations Review APA and related emails re: reps &warranties 117-May-18 D. Burns Bidder Negotiations Review working capital issue, emails, and APA changes re same. 117-May-18 D. Burns Lender Discussions T/C w/ debtors' and lenders' professionals re: APA and sale process 117-May-18 D. Burns Bidder Negotiations Review changes to APA and emails re same 0.517-May-18 D. Burns Imperial Retention &Billing Matters Finalize Imperial retention application 0.517-May-18 D. Burns Bidder Negotiations Review changes to APA and emails re same 0.8IS-May-18 D. Burns Bidder Negotiations Review/exchange emails re: final APA and filing 0.521-May-18 D. Burns Sale Process Review various emails re: next steps ~ 0.522-May-18 D. Burns Sale Process Review/discuss updating break-up fee analysis O.S22-May-18 D. Burns Imperial Retention &Billing Matters Reviewed email and provided info re: UST questions re: retention app ~ 0.822-May-18 D. Burns Sale Process Reviewed data room activity log 0.222-May-18 D. Burns Sale Process Review various emails re: next steps in sale process 0.523-May-18 D. Burns Bidder Negotiations T/C w/company and Stalking Horse re: diligence etc, 0.523-May-18 D. Burns Lender Discussions T/C w/ debtors' and lenders' professionals re: sale process 0.523-May-18 D. Burns Bidder Negotiations T/C w/ company and Stalking Horse re:APA schedules 0.523-May-18 D. Burns Sale Process Review various emails re: next steps 0.523-May-18 D. Burns Sale Process Review/discuss updating break-up fee analysis 0.524-May-18 D. Burns Imperial Retention &Billing Matters Reviewed info re: UST questions re: retention app 0.324-May-1S D. Burns Sale Process Review weekly business/cash flow update 0.324-May-18 D. Burns Case Administration T/C re: NetPosa deposit litigation 0.525-May-18- D. Burns Sale Process Review various emails re: next steps, timing of auction, etc. 0.829-May-18 D. Burns Bidder Negotiations T/C w/ company and Stalking Horse re; auction timing, break-up fee, etc. 0.530-May-18 D. Burns Sale Process Review various emails re: next steps etc. 0.531-May-18 D. Burns Sale Process Review break-up fee analysis and precedents used 131-May-18 D. Burns Sale Process T/C w/counsel re: various sale process/procedure issues. 0.231-May-18 D. Burns Sale Process Emails re: response to reverse inquiry by potential competing bidder 0.537-May-18 D. Burns Sale Process Draft description of sale process in case needed at bid procedures hearing 11-tun-18 D. Bums Sale Process Oraft description of sale process in case needed at bid procedures hearing 1.54-Jun-18 D. Burns Sale Process Draft description of sale process in case needed at bid procedures hearing 2.55-tun-18 D. Burns _Sale Process Email response to reverse inquiry by potential competing bidder 0.35-Jun-18 D. Burns Sale Process Draft description of sale process in case needed at bid procedures hearing 25-Jun-18 D. Burns Sale Process Reviewed recent company results 0.25-tun-18 D. Burns Sale Process Emails re: bid procedures hearing 0.36-Jun-18 D. Burns Sale Process Emails w/stalking horse and co re: historic results 0.27-tun-18 D. Burns ~ Sale Process Review break-up fee analysis 0.57-tun-18 0. Burns Sale Process Email response to reverse inquiry by potential competing bidder 0.27-Jun-18 D. Burns Sale Process Various emails re: bid procedures hearing 0.28-Jun-18 D. Burns Sale Process Various emails re: bid procedures and list of parties to notify 0.311-Jun-18 D. Burns Sale Process Various emails re: coordinating bidder diligence 0.512-Jun-18 D. Burns Sale Process - Various emails re: other bidders, company projections, etc. 0.514-Jun-18 D. Burns Sale Process Emails re: question re R. Calderon note in APA 0.315-Jun-18 D. Burns $ale Process Weekly update call 0.318-Jun-18 D. Burns Sale Process Review various emails re: sale process, diligence etc. ~ 0.419-tun-18 D. Burns Sale Process Various emails re: prepaid inventory 0.321-lun-I8. D. Burns Sale Process Email & T/C w/ H. Cald€ton and others re: scheduling diligence mratings 0.521-Jun-18 D. Burns Sale Process Emails w/counsel re bid procedures 0.222-Jun-18 D. Burns Bidder Negotiations Reviewed Costar bid qualification materials 125-Jun-18 D. Burns Sale Process ~i/C re: pre-paid inventory and net working capital 0.526-Jun-18 D. Burns Saie Process T/C re: pre-paid inventory and net working capital 0.526-1un48 D. Bums Sale Process Call w/ Lenders to update on sale process 0.526-tun-18 D. Burns Sale Process Various emails re: sale process, competing bidders), working capital, etc. 0.8D-Jund8 D. Burns Sale Process Additional emails and discussion re: net working capital balances 0.5


28-Jun-18 D. Burns Sale Process Additional emails/review/discussion re: net working capital adjustment 128-tun-18 D. Burns Sale Process Emails re; patent suit pleadings 0.228-Jun-18 D. Burns Sale Process Review weekly business/cash flow update 0.329-Jun-18 D. Burns Bidder Negotiations Review competing bid received. 130-Jun-18 D. Burns Bidder Negotiations Emails re: competing bid 0.52-Jul-18 D. Burns Bidder Negotiations 7/C re: competing bid 0.52-1u1-18 D. Burns Sale Process Emails re: Chubb issue and HQ lease 0.32-Jul-18 D. Burns Sale Process Review recent business results 0.23-Jul-18 D. Burns Sale Process Various emails 0.33-Jul-18 D. Burns Sale Process ~ T/C w/Armory and Ankura re: auction preparation 0.53-Jul-18 D. Burns Sale Process Work on funds flow and bid comparison model 25-1u1-18 D. Burns Sale Process Work on funds flaw and bid comparison model 2.55-Jul-18 D. Burns Sale Process T/C w/ counsel and lender re: sale and closing mechanics - 0.55-Jul-18 D. Burns Bidder Negotiations Review email to bidders re: working capital adjustment 0.36-Jul-18 D. Burns Bidder Negotiations Emails re Chubb, HQ lease, etc. 0.26-Jul-18 D. Burns Bidder Negotiations Review emails re: transition services agreement/license 0.56-Jul-18 D. Burns Sale Process Work on funds flow and bid comparison model 19-Jul-18 D. Burns Travel Travel Locust Valley to Wilmington (1/2 time) 1.89-Jul-18 D. Burns Bidder Negotiations Auction at Pachulski 89-Jul-18 D. Burns Travel Travel Wilmington to Locust Valley (1/2 time) 1.89-Jul-18 D. Burns Travel Travel Locust Valley to Wilmington (1/2 time) 1.89-Jul-18 D. Burns Sale Process Sale Hearing 0.59-Jul-18 D. Burns Travel Travel Wilmington to Locust Valley (1/2 time) 1.8


Arecont Vision, LlC

Time Detail

John Mack

Date Professional Category Description Hours

14-May-18 1. Mack Case Administration Reviewed and sent emails re: filing and sale process. 0.5

14-May-18 1. Mack Bidder Negotiations Conference call with buyer (APA and sale process) 0.5

14-May-18 J. Mack Lender Discussions Conference call with company and lender advisors (APA &sale process) 1

14-May-18 1. Mack Bidder Negotiations Conference call with Turnspire (working capital adj.) i

14-May-18 J. Mack Bidder Negotiations Review &respond emails re: working capital adjustment 0.5

15-May-18 J. Mack Sale Process Conference call re APA 0.5

15-May-18 J. Mack Lender Discussions Conference call with company and lender advisors (APA &sale process) 1

15-May-18 J. Mack Sale Process Read/respond emails 0.5

15-May-18 J. Mack Bidder Negotiations Read and respond emails re: working capital issue 0.5

16-May-18 J. Mack Bidder Negotiations Read and respond emails re: working capital issue 0.5

16-May-18 1. Mack Bidder Negotiations Read equity commitment letter and related emails 0.5

16-May-1S 1. Mack Bidder Negotiations Conference call w/ counsel (sale process) 0.5

16-May-18 1. Mack Bidder Negotiations Conference call w/Armory and Turnspire (various issues). 1.5

16-May-18 1. Mack Bidder Negotiations Further review of working capital calculations; exchange emails re: same 1

17-May-18 1. Mack Bidder Negotiations Review working capital issue, emails, and APA changes re same. 0.5

17-May-18 J. Mack Lender Discussions Conference call wJ company and AIG NAPA and sale issues) - 1

17-May-18 1. Mack Bidder Negotiations Review emails re: changes to APA and NWC calculation 0.5

17-May-18 1. Mack Imperial Retention &Billing Matters Review Imperial retention application 0.5

22-May-18 J. Mack Sale Process Various emails (sale process etc.) 0.5

23-May-18 J. Mack Bidder Negotiations Conference call With company and Turnspire 0.5

23-May-18 J. Mack Lender Discussions Conference call W/ company and AIG (sale process) 0.5

23-May-18 J. Mack Bidder Negotiations Conference call with company and Turnspire 0.5

23-May-18 J. Mack Sale Process Review various emails re: sale process, business performance, etc. 0.5

24-May-18 J. Mack Case Administration Conference call (NetPosa litigation) 0.5

25-May-18 1. Mack Sale Process Read/respond emails re: sale and auction process 0.5

30-May-1S 1. Mack Sale Process Read/respond emails re: sale and auction process 0.5

6-Jun-18 1. Mack Sale Process Read/respond emails re: sale and auction process 0.5


il-Jun-18 1. Mack Sale Process Read/respond emails re: sale, Costar diligence, etc. ~ 0.5

12-Jun-18 1. Mack Sale Process Emails re: bidders, company performance, etc. 0.5

15-Jun-18 1. Mack Sale Process Weekly update call 0.5

1S-Jun-18 1. Mack Sale Process Review various emafis re: sale process, diligence etc. 0.5

19-Jun-18 J. Mack Sale Process Emails re: prepaid inventory 0.5

21-Jun-18 J. Mack Sale Process Emails re: scheduling diligence meetings 0,5

22-Jun-18 J. Mack Bidder Negotiations Reviewed Costar bid qualifications 0.5

25-Jun-18 J. Mack Sale Process Call re: pre-paid inventory issue 0.5

26-Jun-18 J. Mack Sale Process Call re: pre-paid inventory issue 0.5

26-Jun-18 J. Mack Sale Process Call w/ AIG (sale process) 0.5


27-tun-18 1. Mack Sale Process Read/respond emails re:~sale and auction process, NWC, etc. 0.5

28-Jun-18 1. Mack Sale Process Read/respond emails re: NWC adj. 0.5

29-Jun-18 1. Mack Bidder Negotiations Review Costar bid 0.5

30-tun-18 1. Mack Bidder Negotiations Emails re: Costar bid 0.5

2-1u1-18 1. Mack Bidder Negotiations Call (Costar bid) 0.5

3-1u1-18 J. Mack Sale Process Read/respond emails re: sale and auction process 0.5

5-Jul-18 J. Mack Bidder Negotiations Emails re: NWC adjustment 0.5

9-Jul-18 J. Mack Bidder Negotiations Calls/emails re: auction process and results 1

10-Jul-18 J. Mack Bidder Negotiations Calls/emails re: sale hearing 0.5


Arecont Vision, LLC

Time Detail__..

Clay Krebs

Date Professional Category - Description Hours

14-May C. Krebs Case Administration Data room admin correspondences with team and sent alerts 0.2

14-May C. Krebs Sale Process T/C on APA Status check 1

15-May C. Krebs Lender Discussions T/C w/debtors' and lenders' professionals re: APA and sale process 0.8

15-May C. Krebs Sale Process Reviewed list of bidders for sale motion 0.3

15-May C. Krebs Sale Process Email and responses with teaser and NDA to potential bidder 0.1

15-May C. Krebs Lender Discussions T/C w/debtors' and lenders' professionals re: APA and sale process 117-May C. Krebs Lender Discussions T/C w/debtors' and lenders' professionals re: APA and sale process 1

21-May C. Krebs Sale Process Coordinated NDA with potential bidder 0.1

22-May C. Krebs. Case AdministrationReviewedand worked on the weekly Process Update 0.523-May C. Krebs Case Administration Pulled reports on data room activity 0.3

23-May C. Krebs Lender Discussions T/C w/debtors' and lenders' professionals re: sale process 0.523-May C. Krebs Case Administration Reviewed and worked on the weekly Process Update 0.2

23-May C. Krebs Sale Process Review/discuss updating break-up fee analysis with DB 0.5

30-May C. Krebs Sale Process Prepared stalking horse bid analysis with KZ 3

4-Jun C. Krebs Sale Process T/C with bidder about process 0.2

5-Jun ~ C. Krebs Sale Process Discussed and updated stalking horse bid analysis with DB 0.75

5-Jun C. Krebs Sale Process Reviewed schedules for APA 0.1

12-Jun C. Krebs Sale Process Assisted in email to all bidders with final bid procedures and APA 0.2

2-lul C. Krebs Lender Discussions T/C w/lenders' professionals re: sale process 0.5


Arecont Vision, LLC

Time Detail

Kevin Zhao

Date Professional Category Description Hours

10-May K. Zhao Case Administration Upload files to data room and correspondence with team 0.3

11-May K. Zhao Case Administration Review data room activity 0.2


13-May K. Zhao Sale Process T/C on APA Status check 1

13-May K. Zhao Sale Process T/C on APA markup 1

13-May K. Zhao Sale Process Added prospective parties to data room 0.2

15-May K. Zhao Sale Process Generated listed of bidders for sale process 1




17-May K. Zhao Sale Process Sent marketing materials to prospective parties ~ 0,5

17-May K. Zhao Case Administration T/Con Process Update 0.5


22-Mzy K. Zhzo Case Administration lNorked on weekly Process Update and Buyers Log 1

23-May K. Zhao Case Administration Upload files to data room and correspondence with team 03

23-May K. Zhao Sale Process T/Con auction update 0.5


30-May K. Zhao Sale Process Created 363 stalking horse bid analysis with CK 3

31-May K. Zhao Case Administration - Review data room activity 0.5

1-Jun K. Zhao Sale Process Added prospective parties to data room 0.3

7-Jun K. Zhao Sale Process Coordinated NDA with prospective parties 0.5

8-Jun K. Zhao Case Administration Review existing NDAs for potential restricting clauses 1.5

12-Jun K. Zhao Sale Process Sent out final bid procedures with APA to active parties 1

26-Jun K. Zhao Sale Process Added prospective parties to data room 0.2

29-Jun K. Zhao Case Administration Upload files to data room and correspondence with team 0.2

2-Jul K. Zhao Sale Process T/C on Costar Bid Discussion 0.5

5-Jul K. Zhao Case Administration Upload files to data room and correspondence with team 0.2


EXHIBIT E

DETAIL OF EXPENSES INCURRED DURINGTHE COMPENSATION PERIOD


Date Expense Amount Purpose

9-1u1-18 Train $133.00 Train Wilmington-NYC

9-Jul-18 Train 194.00 Train NYC-Wilmington

10-Jui-18 Taxi 10.00 Taxi from train station to Bankruptcy Court

10-Jul-18 Train 198.00 Train NYC-Wilmington

10-Jul-18 Train 198.00 Train Wilmington-NYC

Total $733.00


IN THE UNITED STATES BANKRUPTCY COURTFQR THE DISTRICT OF DELAWARE

In t•e: Chapter 11

AV DEBTOR HOLDINGS, et al.,' Case No. 18-11142 (CSS)(Jointly Administered)

Debtors.

CERTIFICATE OF SERVICE

I, James E. O'Neill, hereby certify that on the 6th day of September, 2018, I

caused a copy of the following documents) to be served on the individuals on the attached

service lists) in the manner indicated:

Notice of Filing of Fee Application

Fizst and Final Application of Imperial Capital, LLC, Investment Bankerand Financial Advisor to the Debtors, for Compensation for ServicesRendered and Reimbursement of Expenses for the Period of May 14, 2018Through Jul~~ 13, 2018

Verification of David E. Burns

es E. O'Neill (Bar No. 4042)

~ The Debtors and the last four digits of their U.S. tax identification number are AV Debtor Holdings (f/k/a ArecontVision Holdings, LLC) (9187), AV Debtor (f/k/a Arecont Vision, LLC) (1410), and AV Debtor IC DISC (f/k/aArecont Vision IC DISC) (5376). The Debtors' noticing address in these chapter 11 cases is AV Debtor Holdings,eC al. c/o Armory Strategic Partners, LLC, 1230 Rosecrans Avenue, Suite 660, Manhattan Beach, CA 90266, Attn:T. Scott Avila, Chief Restructuring Officer.

DOCS DE220984.1 05062/002


AV Debtor Holdings, et al. —Service List re Fee AppCase No. 1$-11142 (CSS)Document No. 21999802 —Hand Delivery02 —First Class Mail

Hand Deli`~ei~~(United States Trustee)Benjamin Hackman, Esq.Office of the United States TrusteeJ. Caleb Boggs Federal Building844 King Street, Suite 2207Lockbox 35Wilmington, DE 19801

Hand Delivery(Counsel to AIG)Robert J. Dehney, Esq.Matthew B. Harvey, Esq.Morris, Nichols, Arsht & Tunnell LLP1201 N. Market Street, 16th FloorWilmington, DE 19801

First Class Mail(Counsel to AIG)Emanuel C. Grillo, Esq.Luke Weedon, Esq.Christopher Newcomb, Esq.Baker Botts, L.L.P.30 Rockefeller PlazaNew York, NY 10112

First Class Mail(Debtor)AV Debtor Holdings, et al.c/o Armory Strategic Partners, LLCAttn: T. Scott Avila, Chief Restructuring Officer1230 Rosecrans Avenue, Suite 660Manhattan Beach, CA 90266

DOCS DE219998.1 05062/002
