Case KJC Doc 64 Filed 12/21/16 Page 1 of 5

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1 Case KJC Doc 64 Filed 12/21/16 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Limitless Mobile, LLC Case No (KJC Debtor. Objections Due: TBD Hearing Date: TBD DEBTOR S MOTION FOR ENTRY OF AN ORDER EXTENDING TIME FOR THE DEBTOR TO FILE SCHEDULES AND STATEMENTS Limitless Mobile, LLC, debtor and debtor-in-possession (the Debtor, by proposed undersigned counsel, respectfully requests entry of an order extending the time by which the Debtor must file its schedules of assets and liabilities, schedules of current income and current expenditures, schedules of executory contracts and unexpired leases, and statements of financial affairs (collectively, the Schedules and Statements, through and including January 24, JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this motion under 28 U.S.C. 157 and 1334 and venue is proper under 28 U.S.C and This is a core proceeding under 28 U.S.C. 157(b. 1 BACKGROUND 2. On December 2, 2016 (the Petition Date, the Debtor filed a voluntary petition with this Court for relief under chapter 11 of the Bankruptcy Code. The Debtor is managing and operating its business as a debtor in possession under sections 1107(a and 1108 of the Bankruptcy Code. 1 Under rule (f of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules, the Debtor hereby confirms its consent to the entry of a final order by this Court in connection with this motion if it is later determined that this Court, absent consent of the parties, cannot enter final orders or judgments in connection therewith consistent with Article III of the United States Constitution.

2 Case KJC Doc 64 Filed 12/21/16 Page 2 of 5 3. Additional information on the Debtor s business and capital structure, as well as a description of the reasons for filing this case and the Debtor s goals for this case, are set forth in the Declaration of Richard B. Worley in Support of First Day Motions (the Worley Declaration [D.I. 10]. 2 RELIEF REQUESTED 4. The Debtor requests entry of an order, substantially in the form submitted herewith, extending the time within which the Debtor must file its Schedules and Statements by 21 days in addition to the extension provided by Local Rule (b, for a total of 52 days from the Petition Date to January 24, 2017, without prejudice to the Debtor s ability to request additional extensions or waivers for cause shown. The relief is appropriate under sections 105(a and 521(a of the Bankruptcy Code and Bankruptcy Rules 1007(b(1 and (c. BASIS FOR RELIEF REQUESTED 5. Under section 521(a of the Bankruptcy Code and Bankruptcy Rule 1007(b(1, the Debtor is required to file its Schedules and Statements within 14 days of the Petition Date. Local Rule (b extends the deadline to file the Schedules and Statements to 30 days after the Petition Date if (i the Debtor files a list of creditors (the Creditor Matrix with the petition that includes all the Debtor s known creditors and their addresses, in accordance with Local Rule and (ii the total number of creditors in the Debtor s case exceeds 200. In this case, the Debtor filed a Creditor Matrix on the Petition Date that identifies the Debtor s creditors and their addresses in accordance with Local Rule , which includes more than 200 creditors. [D.I. 1]. Therefore, absent the requested relief, the Debtor must file its Schedules and Statements within 30 days after the Petition Date. 2 Capitalized terms used but not defined in this motion have the meanings used in the Worley Declaration.

3 Case KJC Doc 64 Filed 12/21/16 Page 3 of 5 6. Bankruptcy Rule 1007(c provides that an extension of the time to file the Schedules and Statements may be granted on motion for cause shown. Fed. R. Bankr. P. 1007(c. Similarly, Local Rule (b provides that an extension of the time to file the Schedules and Statements shall be granted, for cause... upon filing of a motion by the debtor. Del. Bankr. L.R (b. Section 105(a of the Bankruptcy Code grants the Court broad authority to issue any order... that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]. 11 U.S.C. 105(a. 7. Under the circumstances of this chapter 11 case, sufficient cause exists to extend the deadline to file the Schedules and Statements. Completing the Schedules and Statements requires the Debtor and its employees and advisors to spend considerable time and effort to collect, review, and assemble copious amounts of information in addition to attending to the day to day demands of the chapter 11 process. Before the Petition Date, the Debtor focused primarily on preparing the necessary pleadings to commence the case and engaging in negotiations with its lenders and other parties in interest. Given the amount of work entailed in completing the Schedules and Statements, the intervening holidays, and the competing demands upon the Debtor s personnel to address critical operational matters during the initial postpetition period, the Debtor cannot properly and accurately complete the Schedules and Statements within the required 30-day period. 8. Nevertheless, recognizing the importance of the Schedules and Statements, the Debtor intends to complete the Schedules and Statements as quickly as possible under the

4 Case KJC Doc 64 Filed 12/21/16 Page 4 of 5 circumstances. Accordingly, the Debtor requests that the Court extend the deadline for the Debtor to file its Schedules and Statements through and including January 24, Courts in this District routinely grant similar relief in large chapter 11 cases. 4 Thus, the Debtor s request for an extension of the deadline to file its Schedules and Statements is consistent with practice in this District and is appropriate and warranted here. 10. The Debtor reserves the right to seek further extensions of the deadline to file its Schedules and Statements and requests that any relief granted with respect to this motion be without prejudice to the Debtor s ability to seek such further extensions or modifications of the requirements of section 521(a of the Bankruptcy Code, Bankruptcy Rule 1007(b(1, and Local Rule (b. NOTICE 11. The Debtor has provided notice of this Motion to: (a the Office of the United States Trustee for the District of Delaware; (b counsel for the Debtor s secured creditors; (c counsel for the Official Committee of Unsecured Creditors; and (d all parties entitled to notice pursuant to Local Rule (m via electronic or overnight mail, as appropriate. A copy of the motion is also available on the Debtor s case website at 3 Under Local Rule , where a motion to extend the time to take any action is filed before the expiration of the period prescribed by the Code, the Fed. R. Bankr. P., these Local Rules, the District Court Rules, or Court order, the time shall automatically be extended until the Court acts on the motion, without the necessity for the entry of a bridge order. See Del. Bankr. L.R See, e.g., In re Colt Holding Co. LLC, Case No (LSS (Bankr. D. Del. July 10, 2015 (granting additional 15-day extension of time for filing schedules and statements (D.I. 194; In re Cal Dive Int l, Inc., Case No (CSS (Bankr. D. Del. Mar. 27, 2015 (granting additional 45-day extension of time for filing schedules and statements for a total of 75 days from petition date (D.I. 165; In re Optim Energy, LLC, Case No (BLS (Bankr. D. Del. Mar. 13, 2014 (granting additional 30-day extension of time for filing schedules and statements (D.I. 167; In re Global Aviation Holdings Inc., Case No (MFW (Bankr. D. Del. Dec. 9, 2013 (extending time to file schedules and statements to 60 days from the petition date; In re Overseas Shipholding Group, Inc., Case No (PJW (Bankr. D. Del. Nov. 15, 2012 (granting 75-day extension of deadline to file schedules and statements; In re NewPage Corp., Case No (KG (Bankr. D. Del. Oct. 4, 2011 (granting additional 45-day extension of time for filing schedules and statements for a total of 75 days from petition date.

5 Case KJC Doc 64 Filed 12/21/16 Page 5 of 5 circumstances. 12. The Debtor submits that no other or further notice is necessary under the WHEREFORE, the Debtor requests entry of an order granting the relief requested in its entirety and any other relief as is just and proper extending the time within which the Debtor must file its Schedules and Statements by 21 days in addition to the extension provided by Local Rule (b, for a total of 52 days from the Petition Date to January 24, 2017, without prejudice to the Debtor s ability to request additional extensions or waivers for cause shown. Dated: December 21, 2016 /s/ Jesse N. Silverman DILWORTH PAXSON LLP Martin J. Weis (I.D. No Jesse N. Silverman (I.D. No One Customs House Suite King Street P.O. Box 1031 Wilmington, DE Telephone: ( Facsimile: ( and- DILWORTH PAXSON LLP Lawrence G. McMichael Catherine G. Pappas Admitted pro hac vice 1500 Market St., Suite 3500E Philadelphia, PA Telephone: ( Facsimile: ( Proposed Counsel for the Debtor and Debtor in Possession

6 Case KJC Doc 64-1 Filed 12/21/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Limitless Mobile, LLC Case No (KJC Debtor. Re: D. I. ORDER EXTENDING TIME FOR THE DEBTOR TO FILE SCHEDULES AND STATEMENTS Upon the Debtor s motion (the Motion for entry of an order (this Order extending the time by which the Debtor must file its schedules of assets and liabilities, schedules of current income and current expenditures, schedules of executory contracts and unexpired leases, and statements of financial affairs (collectively, the Schedules and Statements, through and including January 24, 2017, and the Court having reviewed the motion and notice having been given pursuant to Local Rule (m, and it appearing that there is sufficient cause therefore, IT IS HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. 2. The Debtor is granted an extension of the deadline to file its Schedules and Statements through and including January 24, 2017, without prejudice to the Debtor s rights to seek further extensions or waivers. 3. The terms and conditions of this Order are immediately effective and enforceable upon its entry. 4. The Debtor is authorized and empowered to take all actions necessary or appropriate to implement the relief granted in this Order. 5. This Court retains jurisdiction over all matters arising from or related to the implementation or interpretation of this Order.

7 Case KJC Doc 64-1 Filed 12/21/16 Page 2 of 2 Dated: January, 2017 THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE