Case KJC Doc 597 Filed 11/17/17 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KJC Doc 597 Filed 11/17/17 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: : Chapter 11 : LIMITLESS MOBILE, LLC, : Case No (KJC) : Debtor. : : Proposed Response Deadline: At or before the hearing. : Hearing Date: November 21, 2017 at 2:00 p.m. MOTION PURSUANT TO SECTION 105(a) OF THE BANKRUPTCY CODE AND RULE 9019 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE, FOR ENTRY OF AN ORDER APPROVING SETTLEMENT STIPULATION BETWEEN THE DEBTOR AND THE PENNSYLVANIA DEPARTMENT OF REVENUE The above-captioned debtor, Limitless Mobile, LLC (the Debtor ), by and through its undersigned counsel, hereby files this motion (the Motion ) for entry of an order substantially in the form attached hereto (the Settlement Order ), pursuant to section 105(a) of title 11 of the United States Code (the Bankruptcy Code ) and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), approving the settlement memorialized in the stipulation attached to the Settlement Order (the Stipulation ), by and between the Debtor and the Commonwealth of Pennsylvania, Department of Revenue ( PADOR, and together with the Debtor, the Parties ). In support of this Motion, the Debtor respectfully states as follows: Jurisdiction and Venue 1. The United States Bankruptcy Court for the District of Delaware has jurisdiction over the Motion pursuant to 28 U.S.C. 157 and This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue is proper in this judicial district under 28 U.S.C and The statutory bases for the relief requested herein are section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019.

2 Case KJC Doc 597 Filed 11/17/17 Page 2 of 7 Background 3. On December 2, 2016 (the Petition Date ), the Debtor commenced this case by filing a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the Court ). 4. On December 16, 2016, the Office of the United States Trustee for the District of Delaware appointed the Official Committee of Unsecured Creditors (the Committee ). 5. As of the Petition Date, the Debtor had appealed to the Commonwealth Court various impositions of sales, use, and gross receipts taxes by PADOR, which actions were consolidated at Nos. 251, 252, 428, 429, 430, and 604 F.R and pending at Nos. 462, 463, 523, and 824 F.R (collectively, the Tax Appeals ). The Tax Appeals were stayed by the filing of the Debtor s bankruptcy petition. 6. On or about February 14, 2017, PADOR filed a proof of claim in the Debtor s chapter 11 case, asserting a secured claim in the amount of $3,712, (the PADOR Claim ). 7. On October 11, 2017, the Debtor filed its (a) second amended chapter 11 plan of reorganization [Docket No. 506] (as subsequently amended, the Plan ) and (b) its disclosure statement relating to the Plan [Docket No. 507] (the Disclosure Statement ). The Plan contemplates that upon the occurrence of the Reorganization Effective Date (as defined in the Plan), the Debtor will become the Reorganized Debtor (the Reorganized Debtor ) and a liquidating trustee (the Liquidating Trustee ) will be appointed to administer a liquidating trust (the Liquidating Trust ) for the benefit of creditors. 8. On October 13, 2017, the Court entered its order [Docket No. 510] (the Disclosure Statement Order ) approving the Disclosure Statement. -2-

3 Case KJC Doc 597 Filed 11/17/17 Page 3 of 7 9. Prior to the filing of the Plan, the Debtor had been in continuous discussions with PADOR in an effort to resolve the PADOR Claim by way of settlement. Since filing the Plan, the Debtor and PADOR have reached agreement on the settlement set forth in the Stipulation, and the Committee has indicated its support for the agreement reflected therein. contingencies: Summary of Stipulation 10. The settlement memorialized in the Stipulation is summarized as follows: PADOR is granted an allowed secured claim in the amount of the PADOR Claim, $3,712,748.66, which shall be paid in accordance with the terms of the amended Plan and on account of which PADOR will accept payment of $2,300,000 in full satisfaction and settlement of the PADOR Claim. PADOR agrees to waive any and all rights to payment on account of its allowed secured claim and other claims PADOR may have against the Debtor or the bankruptcy estate. PADOR agrees to vote in favor of, and not to object to, an amended plan incorporating the Stipulation. The terms of the amended Plan and/or the confirmation order will provide for extinguishment of PADOR liens, as necessary. 11. The settlement set forth in the Stipulation is subject to the following The Debtor s Plan is confirmed and the Reorganization Effective Date occurs. PADOR does not opt out of any releases in the Plan. Relief Requested 12. By this Motion, the Committee seeks the entry of the Settlement Order pursuant to Bankruptcy Code section 105(a) and Bankruptcy Rule 9019(a), substantially in the form attached hereto, (i) approving settlement set forth in the Stipulation and (ii) granting such other and further relief as this Court deems just and proper. -3-

4 Case KJC Doc 597 Filed 11/17/17 Page 4 of 7 Basis for Relief Requested 13. Settlements and compromises are a normal part of the chapter 11 process. Protective Comm. for Indep. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968). Indeed, compromises are favored in bankruptcy because they minimize litigation and expedite the administration of a bankruptcy estate. See Myers v. Martin (In re Martin), 91 F.3d 389, 393 (3d Cir. 1996). Approval of a compromise under Bankruptcy Rule 9019 is, accordingly, committed to the discretion of the court. Key3Media Group, Inc. v. Pulver.com, Inc. (In re Key3Media Group, Inc.), 336 B.R. 87, 92 (Bankr. D. Del. 2005). The court must decide whether the compromise is fair, reasonable, and in the best interest of the estate. In re TSIC, Inc., 393 B.R. 71, 78 (Bankr. D. Del. 2008). The court looks to the fairness of the settlement to all parties in interest. Will v. Northwestern Univ. (In re Nutraquest, Inc.), 434 F.3d 639, 645 (3d Cir. 2006). When considering the best interest of the estate, the court must balance the value of the claim that is being compromised against the value to the estate of the acceptance of the compromise proposal. In re Martin, 91 F.3d at 393 (citing Protective Comm. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. at ). In striking this balance, the court should consider: (1) the probability of success in litigation; (2) the likely difficulties in collection; (3) the complexity of the litigation involved and the expense, inconvenience and delay necessarily attending it; and (4) the paramount interest of creditors. Martin, 91 F.3d at The Court does not have to be convinced that the settlement is the best possible compromise; rather, the Court must conclude that the settlement is within the reasonable range of litigation possibilities. In re World Health Alternatives, Inc., 344 B.R. 291, 296 (Bankr. D. Del. 2006). A court will normally accept the judgment of the movant as long as a legitimate business justification exists. In re Marvel Entm t Group, Inc., 222 B.R. 243, 250 (D. Del. 1998). Once a -4-

5 Case KJC Doc 597 Filed 11/17/17 Page 5 of 7 debtor has articulated a valid business justification for a settlement, [t]he business judgment rule is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action was in the best interests of the company. In re Integrated Resources, Inc., 147 B.R. 650, 656 (Bankr. S.D.N.Y. 1992) (quoting Smith v. Van Gorkam, 488 A.2d 858, 872 (Del. 1985)); see also Comm. of Asbestos- Related Litigants and/or Creditors v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, (Bankr. S.D.N.Y. 1986) (stating that a presumption of reasonableness attaches to a debtor s management decisions ). 15. Applying the foregoing standards to the present case, the Debtor has concluded, in the proper exercise of its business judgment, that the resolution embodied in the Stipulation is fair, reasonable, and in the best interests of the Debtor s estate and its creditors. 16. The settlement memorialized in the Stipulation also withstands scrutiny under the Martin factors set forth above. By agreeing to the settlement in the Stipulation, the Parties are avoiding the cost, time, and uncertainty of litigating the validity and value of PADOR s claims, which would have drained valuable resources directly from the Debtor s estate. From the perspective of the creditors, the settlement provides certainty regarding the amount of PADOR s allowed claims in a reorganization, which helps narrow the range of creditors potential recovery options under the plan, putting them in a better position for all purposes. Overall, this settlement greatly benefits the estate, provides certainty, and frees up additional funds which can ultimately be available for distribution on account of allowable claims. 17. Importantly, the Committee has indicated its support for this settlement. 18. The settlement is the result of substantial, good faith, arms length negotiations between the Debtor and PADOR, and, as set forth above, constitutes a reasonable exercise of the -5-

6 Case KJC Doc 597 Filed 11/17/17 Page 6 of 7 Debtor s business judgment. Accordingly, the Debtor respectfully requests that the Court enter the Settlement Order. No Prior Request 19. No previous request for the relief sought herein has been made to this or any other court. Notice 20. The Debtor has provided notice of this Motion to: (a) PADOR; (b) the Office of the United States Trustee for the District of Delaware; (c) the Committee; (d) Tower Bridge LLM Partners, LLC; (e) RUS; and (f) those persons who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedures. In light of the nature of the relief requested, the Debtor respectfully submits that such notice complies with the requirements of Local Rule (b), and that no further notice is necessary. -6-

7 Case KJC Doc 597 Filed 11/17/17 Page 7 of 7 WHEREFORE, the Debtor respectfully requests entry of an order, substantially in the form annexed hereto, (i) approving the settlement set forth in the Stipulation and (ii) granting the Debtor such other and further relief as is just and proper. Dated: November 17, 2017 DILWORTH PAXSON LLP /s/ Jesse N. Silverman Jesse N. Silverman (I.D. No. 5446) One Customs House Suite King Street P.O. Box 1031 Wilmington, DE Telephone: (302) Facsimile: (302) and- DILWORTH PAXSON LLP Lawrence G. McMichael Jennifer L. Maleski Catherine D. Glenn Admitted pro hac vice 1500 Market St., Suite 3500E Philadelphia, PA Telephone: (215) Facsimile: (215) Counsel for the Debtor and Debtor in Possession

8 Case KJC Doc Filed 11/17/17 Page 1 of 8 EXHIBIT A STIPULATION -9-

9 Case KJC Doc Filed 11/17/17 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: : Chapter 11 : LIMITLESS MOBILE, LLC, : Case No (KJC) : Debtor. : : STIPULATION BETWEEN THE DEBTOR AND THE COMMONWEALTH OF PENNSYLVANIA, DEPARTMENT OF REVENUE The above-captioned debtor ( Debtor ) and the Commonwealth of Pennsylvania, Department of Revenue ( PADOR and, together with the Debtor, the Parties ), hereby stipulate and agree, by and through their respective counsel, as follows (this Stipulation ): RECITALS WHEREAS, on December 2, 2016 (the Petition Date ), the Debtor commenced its case by filing a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the Court ); WHEREAS, on December 16, 2016, the Office of the United States Trustee for the District of Delaware appointed the Official Committee of Unsecured Creditors (the Committee ); WHEREAS, as of the Petition Date, the Debtor had appealed to the Commonwealth Court various impositions of sales, use, and gross receipts taxes by PADOR, which actions were consolidated at Nos. 251, 252, 428, 429, 430, and 604 F.R and pending at Nos. 462, 463, 523, and 824 F.R (collectively, the Tax Appeals ) and were stayed by the filing of the Debtor s bankruptcy petition _3

10 Case KJC Doc Filed 11/17/17 Page 3 of 8 WHEREAS, on or about February 14, 2017, PADOR filed a proof of claim in the Debtor s chapter 11 case, asserting a secured claim in the amount of $3,712, (the PADOR Claim ); WHEREAS, on October 11, 2017, the Debtor filed its (a) second amended chapter 11 plan of reorganization [D.I. 506] (as subsequently amended, the Plan ) and (b) its disclosure statement relating to the Plan [D.I. 507] (the Disclosure Statement ); WHEREAS, on October 13, 2017, the Court entered its order [D.I. 510] (the Disclosure Statement Order ) approving the Disclosure Statement; WHEREAS, the Disclosure Statement Order, in relevant part, (a) approved the Debtor s proposed ballot (a Ballot ), (b) required Ballots to be received no later than November 17, 2017, and (c) required creditors to file a motion for an order pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) by October 19, 2017; WHEREAS, section 8.12(b) of the Plan contains releases (the Releases ) specified therein; WHEREAS, the Ballots approved through the Disclosure Statement Order provide voting creditors the option to opt out of the Releases by checking a box on the Ballots (the Opt Out Right ); WHEREAS, throughout this chapter 11 case, the Debtor and PADOR have worked toward a settled resolution of the PADOR Claim; WHEREAS, the Plan contemplates that upon the occurrence of the Reorganization Effective Date, the Debtor will become the Reorganized Debtor (the Reorganized Debtor ) and a liquidating trustee (the Liquidating Trustee ) will be appointed to administer a liquidating trust (the Liquidating Trust ) for the benefit of creditors; and _3 2-

11 Case KJC Doc Filed 11/17/17 Page 4 of 8 WHEREAS, the Parties desire to resolve their disputes and differences relating to any and all claims asserted by PADOR, without the time, expense, and uncertainty attendant with further litigation, based upon the terms set forth herein, subject to the entry of a Final Order (as defined below) by the Court approving this Stipulation following notice and opportunity to be heard pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties stipulate and agree as follows: STIPULATION 1. Each of the Recitals set forth above is incorporated by reference as though set forth fully at length herein. 2. Subject to approval of this Stipulation by the Court and the occurrence of the Reorganization Effective Date, PADOR shall have an allowed secured claim in the amount of $3,712, (the Allowed Secured Claim ). Notwithstanding the amount of PADOR s Allowed Secured Claim, provided that PADOR receives cash totaling $2,300,000 (the Settlement Payment ) not later than five (5) business days after the Reorganization Effective Date, PADOR shall waive any and all rights to payment on account of its Allowed Secured Claim and any other claims PADOR may have against the Debtor or its bankruptcy estate. 3. Pursuant to the terms of the Plan, any liens or other interests that PADOR has in or against the Debtor s real property or other assets shall be extinguished upon payment of the Settlement Payment _3 3-

12 Case KJC Doc Filed 11/17/17 Page 5 of 8 4. PADOR hereby agrees to return a Ballot voting in favor of the Plan on account of the Allowed Secured Claim. In consideration for the Settlement Payment, PADOR agrees not to exercise any Opt Out Right on its Ballot or otherwise challenge the Releases provided in the Plan. 5. In the event that either this Stipulation is not approved by the Court or the Reorganization Effective Date does not occur, this Stipulation shall be deemed null and void of no force or effect, and the Parties rights, claims and defenses with respect to the PADOR s claims shall revert to their respective prior positions status quo ante. In such event, nothing (including the Recitals) contained in this Stipulation, any motion or certification filed seeking an order from the Court approving this Stipulation, any correspondence or other communications related to the negotiations regarding the PADOR s claims or the drafting of this Stipulation, shall be argued or deemed to be an admission against any Party s interest in any litigation by and between any parties. 6. This Stipulation is the entire agreement between the Parties with respect to the subject matter hereof. This Stipulation supersedes any and all agreements, whether written or oral, that may have previously existed between the Parties with respect to the matters set forth herein. No statements, promises, or representations have been made by any Party to any other, or relied upon, and no consideration has been offered, promised, expected or held out other than as expressly provided for herein. For the avoidance of doubt, PADOR retains the right to review, approve, and, if necessary, object to the Amended Plan to the extent the Amended Plan is inconsistent with this Stipulation _3 4-

13 Case KJC Doc Filed 11/17/17 Page 6 of 8 7. Each of the undersigned counsel represents and warrants that he/she is authorized and empowered to execute and deliver this Stipulation on behalf of his/her client(s), and to bind it/them to the terms and conditions of this Stipulation. 8. In the event of any ambiguity in this Stipulation, no inferences shall be drawn against any Party on the basis of authorship of this Stipulation. 9. No modification, amendment or waiver of any of the terms or provisions of this Stipulation shall bind any Party unless such modification, amendment or waiver is in writing, has been approved by the Court, and has been executed by a duly authorized representative of the Party (or the successor thereto) against whom such modification, amendment or waiver is sought to be enforced. 10. If any part of this Stipulation is held to be unenforceable by any court of competent jurisdiction, the unenforceable provision shall be deemed amended to the least extent possible to render it enforceable and the remainder of this Stipulation shall remain in full force and effect. 11. This Stipulation shall be governed by and construed in accordance with the Bankruptcy Code and, where not inconsistent, the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof. 12. Except as expressly set forth herein, this Stipulation shall be binding upon and inure to the benefit of the Parties and their respective successors, assignees, agents, attorneys, and representatives, including, but not limited to, the Reorganized Debtor and the Liquidating Trustee. 13. The Parties acknowledge and agree that the Court shall retain jurisdiction over all disputes concerning or related to the subject matter of this Stipulation _3 5-

14 Case KJC Doc Filed 11/17/17 Page 7 of This Stipulation may be executed in one or more counterparts, including by facsimile and/or electronic mail, each of which when so executed shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same Stipulation. [The remainder of this page is intentionally left blank. A signature page follows.] _3 6-

15 Case KJC Doc Filed 11/17/17 Page 8 of 8 COMMONWEALTH OF PENNSYLVANIA, DEPARTMENT OF REVENUE /s/ Carol E. Momjian Carol E. Momjian Senior Deputy Attorney General PA Attorney I.D. No Office of Attorney General 21 S. 12 th Street, 3 rd Floor Philadelphia, PA (215) (717) (Fax) DILWORTH PAXSON LLP /s/ Jesse N. Silverman Jesse N. Silverman (DE Bar No. 5446) One Customs House Suite King Street Wilmington, DE (302) (302) (Fax) -and- Lawrence G. McMichael Jennifer L. Maleski Catherine D. Glenn Admitted pro hac vice 1500 Market St., Suite 3500E Philadelphia, PA (215) (215) (Fax) Counsel for the Debtor and Debtor in Possession _3 7-

16 Case KJC Doc Filed 11/17/17 Page 1 of 1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: LIMITLESS MOBILE, LLC, Debtor. Chapter 11 Case No (KJC) ORDER PURSUANT TO SECTION 105(a) OF THE BANKRUPTCY CODE AND RULE 9019 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE APPROVING THE SETTLEMENT SET FORTH IN THE STIPULATION BETWEEN THE DEBTOR AND THE PENNSYLVANIA DEPARTMENT OF REVENUE Upon the motion (the Motion ) 1 of the Debtor seeking entry of an order, pursuant to section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019 approving the Stipulation; and the Court having jurisdiction to consider the Motion and the relief requested therein; and due and sufficient notice of the Motion having been given; and it appearing that the relief requested by the Motion is in the best interest of the Debtor s estate, creditors, and other parties-in-interest; and upon the record herein and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: approved in all respects. 1. The Motion is GRANTED. 2. The settlement set forth in the Stipulation attached hereto as Exhibit A is 3. This Court shall retain jurisdiction over any and all matters arising from the interpretation or implementation of this Order. Dated:, 2017 The Honorable Kevin J. Carey United States Bankruptcy Judge 1 Any and all terms not defined herein shall have the meaning ascribed to them in the Motion.