Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 1 of 12

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1 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: TPP ACQUISITION, INC. d/b/a The Picture People, Debtor. Chapter 11 Case No hdh-11 FIRST SUPPLEMENTAL NOTICE OF REJECTION OF REMAINING CONTRACTS [OTHER THAN REAL PROPERTY LEASES] PLEASE TAKE NOTICE that on September 2, 2016, TPP Acquisition, Inc. d/b/a The Picture People, debtor-in-possession in the above-referenced chapter 11 cases (the Debtor ), filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas (the Court ). PLEASE TAKE FURTHER NOTICE that on November 3, 2016, the Court entered the Order Granting The Debtor s Motion, Pursuant To Bankruptcy Code Sections 105(A), 363, And 365, And Bankruptcy Rules 2002, 6004, And 6006, For Entry Of An Order Authorizing The Sale Of Assets Free And Clear Of All Liens, Claims, Encumbrances, And Other Interests And Granting Related Relief (the Sale Order ), 1 which authorized and approved, among other things, (a) the Sale of substantially all of the Debtor s Assets free and clear of liens, claims, and encumbrances and other interests to TPP OPERATING, INC. (the Purchaser ), and (b) certain procedures applicable to the rejection of certain executory contracts and unexpired leases following the Closing, in accordance with the terms of the Amended and Restated Asset Purchase Agreement [Docket No. 180] (the Rejection Procedures ). PLEASE TAKE FURTHER NOTICE that pursuant to Sections 1.6 and 1.7 of the Amended and Restated Asset Purchase Agreement [Docket No. 180] (as amended, the Amended Stalking Horse APA ) and the Rejection Procedures in the Sale Order, Purchaser has designated all of the contracts and unexpired leases (other than real property leases that are being rejected pursuant to a separate Notice) on the attached Exhibit A for rejection, effective as of December 31, All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Sale Order _2 1

2 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 2 of 12 Obtaining Additional Information Additional copies of the Sale Order and any other related documents are available upon request to counsel for the Debtor Robert D. Albergotti and Ian T. Peck, Haynes and Boone LLP, 2323 Victory Ave, Suite 700, Dallas, TX 75219, robert.albergotti@haynesboone.com, ian.peck@haynesboone.com Rejected Contract Objection Procedures Pursuant to the Rejection Procedures, a party in interest may object to the proposed rejection by the Debtor of a Remaining Contract (as defined on page 2 of the Sale Order) that is listed on the attached Exhibit A. Any such objection must (a) be in writing; (b) be signed by counsel or attested to by the objecting party; (c) be in conformity with the Bankruptcy Rules and applicable local rules; (d) be filed with the Clerk of the Bankruptcy Court for the Northern District of Texas, Clerk of the Bankruptcy Court for the Northern District of Texas, United States Bankruptcy Court, Northern District of Texas Dallas Division, Earle Cabell Federal Building, 1100 Commerce St., Rm Dallas, TX , no later than ten days after the date the Debtor served this Notice (the Objection Deadline ); (e) be served in accordance with applicable local rules so as to be received on or before the Objection Deadline by the following: (i) counsel for the Debtor, Haynes and Boone LLP, 2323 Victory Ave, Suite 700, Dallas, TX (attn.: Robert D. Albergotti and Ian T. Peck), robert.albergotti@haynesboone.com; ian.peck@haynesboone.com; (ii) counsel for the Stalking Horse Bidder, Riemer & Braunstein LLP, Times Square Tower, Seven Times Square, New York, NY (attn.: Donald E. Rothman and Steven E. Fox), drothman@riemerlaw.com; sfox@riemerlaw.com; and Vinson & Elkins L.L.P., 3700 Trammell Crow Center, 2001 Ross Avenue, Suite 3700, Dallas, TX (attn.: Josiah M. Daniel, III), jdaniel@velaw.com; (iii) co-counsel for the Official Committee of Unsecured Creditors, Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles, CA (attn.: Samuel Newman), SNewman@gibsondunn.com; and Emmert & Parvin LLP, 1701 N. Market St., Suite 404, Dallas, TX (attn.: Wade Emmert), wade@emmertparvin.com; and (iv) Office of the United States Trustee for the Northern District of Texas, 1100 Commerce St. # 976, Dallas, TX (the Notice Parties ). PLEASE TAKE FURTHER NOTICE that if a timely permitted objection is properly filed and served on the Notice Parties in the manner specified above, unless the parties agree otherwise in writing, a hearing will be scheduled to consider that objection. If that objection is overruled by the Court or withdrawn, the rejection of the affected Remaining Contract shall be deemed effective as of the applicable Rejection Effective Date. If no timely objection is filed and served with respect to the rejection of a Remaining Contract within ten (10) days after the delivery of the Rejection Notice, the Debtor may, but is not required to file the proposed Rejection Order, which is attached hereto as Exhibit B; provided, however, the Debtor reserves the right at any time up to and including December 31, 2016 to remove a Remaining Contract from the list of Remaining Contracts to be rejected. PLEASE TAKE FURTHER NOTICE that in connection with the rejection of a Remaining Contract that is a lease, if the Debtor has deposited monies with a lessor as a security 2

3 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 3 of 12 deposit or other arrangement, such lessor may not set off or recoup or otherwise use such deposit without the prior approval of the Court. PLEASE TAKE FURTHER NOTICE that if an affected counterparty or any other party in interest (the Rejection Claimant ) asserts a claim or claims against the Debtor arising from the rejection of a Remaining Contract listed on Exhibit A hereto, such Rejection Claimant shall submit a proof of claim on or before the later of (a) the date that is 30 days after the entry of the Rejection Order or (b) the date established by the Court in the order shortening the bar date [Docket 261]. If the Rejection Claimant does not timely file such proof of claim, such claimant shall be forever barred from asserting a claim against the Debtor for such rejection damages. Dated: December 8, 2016 HAYNES AND BOONE, LLP By: /s/ Robert D. Albergotti Robert D. Albergotti, TBN Ian T. Peck, TBN Jarom J. Yates, TBN Victory Avenue, Suite 700 Dallas, TX Telephone: Facsimile: robert.albergotti@haynesboone.com ian.peck@haynesboone.com jarom.yates@haynesboone.com ATTORNEYS FOR DEBTOR 3

4 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 4 of 12 EXHIBIT A Schedule of Rejected Remaining Contracts (Other than Real Property Leases) _2

5 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 5 of 12 Contract Counterparty Notice Address Contract Description Rejection Date Accordant Media Adroll, Inc 920 Broadway, 15th Floor New York, NY Display Advertising Management 12/31/ Mission Street, 3rd Floor San Francisco, CA Retargeting Services 12/31/ NW 107th Ave., 5th Floor Miami, Florida AKF2 Cardinal Park, LLC Alpheus Data Services, LLC Black Eye Digital, Inc. Bristol Broadcasting Company Centra Coupons.com, Inc. Cross Architects, PLLC DFM Print Pak Deborah M. Perry Munsch Hardt Kopf & Harr, P.C. 500 N. Akard Street, Suite 3800 Dallas, TX Fannin, 20th Floor Houston, TX Exposition Ave., Suite 2 Dallas, Texas PO Box 2397 Paducah, KY Old Country Road, #420 Westbury, NY Logue Ave. Mountain View, CA W. 15th Street, Suite 125 Plano, TX Storage Unit E. Kas Drive, C1/C2 & C3/C4 12/31/2016 Data communications - Direct internet access and private line service 12/31/2016 Creative support- ecom, photo & go, etc. 12/31/2016 Ads to support new studios in /31/2016 Sweepstakes Administration Services 12/31/2016 Coupon distribution services 12/31/2016 Architecture Firm used for Mall Studio Builds /31/2016 c/o Dan F. Moody, President 1350 Avenue S. Grand Prairie, TX Frames and Mats 12/31/2016

6 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 6 of 12 Contract Counterparty Notice Address Contract Description Rejection Date Daniel Moss 7481 Prescott Lane Lake Worth, FL P&G Engineering Services & Permit Fees 12/31/2016 Dstillery, Inc. 470 Park Ave. S., 6th Floor New York, NY Display Advertising Management 12/31/2016 DYD Management Services Inc. 17 Faraway Rd. Armonk, NY P&G Project Consultant 12/31/2016 Empire Today 2107 East Magnolia St. Phoenix, AZ Flooring in PIM Mesa 12/31/2016 Entertainment Publications 1401 Crooks Rd., Suite 150 Troy, MI Coupon distribution services 12/31/2016 ExponentHR 4970 Landmark Pl Dallas, TX Payroll/HRIS System 12/31/2016 John Johnson 1155 Kas Dr., Suite 180 Richardson, TX Serverance and Release Agreement 12/31/2016 Identity Mangagement 1702 Minters Chapel Rd. Grapevine, TX Storefront Signage - Fall 42 12/31/2016 Junot Media, LLC 5270 W. 116th Ave. Westminister, Co Voice Over Services 12/31/2016 Lake Group Media 1 Buram Brook Place Armonk, NY Acquisition List Rental/List Management 12/31/2016 Leiden Cabinet Company, LLC 2385 Edison Blvd. Twinsburg, OH Millwork Provider for the 42 stores in /31/2016 LSF Network, Inc. 332 Pine St., Suite 600 San Francisco, CA Previous PPC Partner 12/31/2016 LivingSocial 1445 New York Ave., 2nd Floor Washington, DC Daily Deal Distribution 12/31/2016 Marco Company 3209 Marquita Drive Fort Worth, TX PIM Millwork Provider 12/31/2016 Marco Contractors, Inc. 100 Commonwealth Drive Warrendale, PA Deptford Build Out 12/31/2016 Merchco Services, Inc. 140 Heimer Rd., Suite 500 San Antonio, TX Installation Company 12/31/2016

7 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 7 of 12 Contract Counterparty Notice Address Contract Description Rejection Date Meredith 1716 Locust St. Des Moines, IA Online adverstising/ campaign 12/31/2016 Milo Custom Design 619 Whitney Ave., Suite 5,6,7 Lantana, FL P&G Millwork 12/31/2016 Moz Local 1100 Second Ave., Suite 500 Seatlle, WA Local Search Marketing Services 12/31/2016 Muzak LLC dba Mood Media Dover St., Suites Westminster, CO Audio Services 12/31/2016 Nahan 700 Saukview Dr. St. Cloud, MN Direct mail printing/ mailing 12/31/2016 Nova Marketing 1045 Copper Creek Dr. Canton, GA Sweepstakes Project mgmt 12/31/2016 Owner IQ Wormwood St., Floor 4 Boston, MA 2210 Display Advertising Management 12/31/2016 Photo and Go 2915 S. Congress Avenue Delray Beach, FL Partner for Customer Generated Photo Products 12/31/2016 Quantcast SaveAround snagajob Stratemeyer Media Telerik by Progress Vardoc/Brownax/VXL XO Group, Inc. 201 Third Street, Floor 2 San Francisco, CA Display Advertising Management 12/31/2016 Coupon book sold via schools 12/31/ Front St. Binghamton, NY Lake Brook Dr. Glen Allen, VA Recruiting Job Board 12/31/ Hinkleville Rd., Suite 375 Ads to support new Paducah, KY studios in /31/2016 c/o Telerik Inc. 221 W. 6th Street, Suite 850 Austin, TX Regal Row Dallas, TX Mockingbird Dr. Omaha, NE Software maintenance and support agreement 12/31/2016 Printing of In-Studio Signage/Items 12/31/2016 Online advertising/ campaign 12/31/2016

8 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 8 of 12 Contract Counterparty Notice Address Contract Description Rejection Date Zip Recruiter 1453 Third St. Promenade #335 Santa Monica, CA Recruiting Job Board 12/31/2016 Zulily 2601 Elliott Ave., Suite 200 Seattle, WA Coupon distribution services 12/31/2016

9 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 9 of 12 Exhibit B Proposed Rejection Order _2

10 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 10 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: TPP ACQUISITION, INC. d/b/a The Picture People, Debtor. Chapter 11 Case No hdh-11 ORDER AUTHORIZING THE REJECTION OF CERTAIN DESIGNATED CONTRACTS (OTHER THAN REAL PROPERTY LEASES) PURSUANT TO BANKRUPTCY CODE 365 Upon the Rejection Procedures contained in the Order Granting The Debtor s Motion, Pursuant To Bankruptcy Code Sections 105(A), 363, And 365, And Bankruptcy Rules 2002, 6004, And 6006, For Entry Of An Order Authorizing The Sale Of Assets Free And Clear Of All Liens, Claims, Encumbrances, And Other Interests And Granting Related Relief (the Sale _2

11 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 11 of 12 Order ) 2 and the above captioned debtor (the Debtor ) having filed the First Supplemental Notice Of Rejection of Remaining Contracts [Other than Real Property Leases] (the Rejection Notice ); and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper in the Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Rejection Notice having been provided, and it appearing that no other further notice need be provided; and it appearing that no objections to the Rejection Notice were timely filed; and it appearing that requested relief is in the best interests of the Debtor, its estate and creditors and other parties-in-interest; and upon the record of the Sale Hearing and all other pleadings and proceedings in this Chapter 11 Case, and after due deliberation and good and sufficient cause appearing therefor; IT IS HEREBY FOUND AND DETERMINED: 1. Pursuant to Bankruptcy Code 365 and Bankruptcy Rule 6006, the contracts listed on Exhibit A shall be deemed rejected as of December 31, The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 3. This Court shall retain jurisdiction with respect to all matters relating to the interpretation and implementation of this Order. ### END OF ORDER ### 2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Sale Order _2

12 Case hdh11 Doc 388 Filed 12/08/16 Entered 12/08/16 10:02:37 Page 12 of 12 Submitted by: By: /s/ Robert D. Albergotti Robert D. Albergotti State Bar No Ian T. Peck State Bar No Jarom J. Yates State Bar No HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, TX Telephone: Facsimile: ATTORNEYS FOR DEBTOR AND DEBTOR IN POSSESSION _2