united states bankruptcy court jacksonville division … titanic inc/premier exhibitions/dn... ·...

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION

In re:

Case No. 3:16-bk-02232-JAF

PREMIER EXHIBITIONS, INC., et al.,1 Chapter 11 (Jointly Administered)

Debtors.

DEBTORS’ NOTICE OF FILING PROPOSED ORDERS

NOTICE IS HEREBY given that the Debtors are filing the following proposed

redlined orders:

Exhibit A [Proposed] Findings of Fact, Conclusions of Law, and Order

Confirming the Debtors’ First Amended Plan of Liquidation

Under Chapter 11 of the Bankruptcy Code

Exhibit B [Proposed] Omnibus Order Granting Final Payment of Fees and

Expenses Requested in Final Fee Applications of Professionals

NELSON MULLINS RILEY

& SCARBOROUGH LLP

By /s/ Lee D. Wedekind, III

Daniel F. Blanks (FL Bar No. 88957)

Lee D. Wedekind, III (FL Bar No. 670588)

50 N. Laura Street, Suite 4100

Jacksonville, FL 32202

(904) 665-3656 (direct)

(904) 665-3699 (fax)

[email protected]

[email protected]

1 The Debtors in the chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number include: Premier Exhibitions, Inc. (4922); Premier Exhibitions Management, LLC

(3101); Arts and Exhibitions International, LLC (3101); Premier Exhibitions International, LLC (5075);

Premier Exhibitions NYC, Inc. (9246); Premier Merchandising, LLC (3867); and Dinosaurs Unearthed

Corp. (7309). The Debtors’ service address is c/o Troutman Sanders LLP, 600 Peachtree Street NE,

Suite 3000, Georgia 30308.

Case 3:16-bk-02232-JAF Doc 227 Filed 10/11/19 of 9

2

and

TROUTMAN SANDERS LLP

Harris B. Winsberg (FL Bar No. 127190)

Matthew R. Brooks (GA Bar No. 378018)

600 Peachtree Street NE, Suite 5200

Atlanta, GA 30308

(404) 885-3000 (phone)

(404) 962-6990 (fax)

[email protected]

[email protected]

Counsel for the Debtors and Debtors in Possession


3

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing was

electronically filed with the Clerk of the Court using CM/ECF on October 11, 2019. I

also certify that the foregoing document is being served this day on the following

counsel of record via transmission of Electronic Filing generated by CM/ECF:

Jay B. Verona, Esq.

Shumaker, Loop & Kendrick, LLP

101 E. Kennedy Blvd., Suite 2800

Tampa, FL 33602

(813) 229-7600

[email protected]

Attorneys for George F. Eyde

Orlando, LLC and Louis J. Eyde

Orlando, LLC

Jill E. Kelso, Esq.

Miriam G. Suarez, Esq.

Office of the United States Trustee

400 W. Washington Street, Suite 1100

Orlando FL 32801

(407) 648-6301 ext. 137

[email protected]

[email protected]

Attorneys for Guy G. Gebhardt,

Acting U.S. Trustee for Region 21

Ari Newman, Esq.

Greenberg Traurig

401 East Las Olas Boulevard, Suite 2000

Fort Lauderdale, FL 33301

(954) 768-5212

[email protected]

Attorneys for Lang Feng, Haiping Zou,

Jihe Zhang, High Nature Holdings

Limited and PacBridge Capital Partners

(HK) Ltd.

Ari Newman, Esq.

Greenberg Traurig, P.A.

333 S.E. 2nd Avenue, Suite 4400

Miami, FL 33131

(305) 579-0500

[email protected]

Attorneys for Lang Feng, Haiping Zou,

Jihe Zhang, and High Nature Holdings

Limited

Jason B. Burnett, Esq.

GrayRobinson, P.A.



(904) 598-9929

[email protected]

Attorneys for 417 Fifth Avenue Real

Estate, LLC

Andrew T. Jenkins, Esq.

Bush Ross, P.A.

P.O. Box 3913

Tampa, FL 33601-3913

(813) 224-9255

[email protected]

Attorneys for Bank of America, N.A.


4

Matthew J. Troy, Esq.

U.S. Dept. of Justice

1100 L Street NW, Suite 10030

Washington, DC 20005

(202) 514-9038

[email protected]

Attorneys for the United States Department

of Commerce, National Oceanic and

Atmospheric Administration

Kathy A. Jorrie, Esq.

Pillsbury Winthrop Shaw Pittman LLP

725 S. Figueroa Street, Suite 2800

Los Angeles, CA 90017

(213) 488-7251

[email protected]

Attorneys for AEG Presents, LLC

Brian D. Equi, Esq.

Goldberg Segalla, LLP

121 S. Orange Avenue, Suite 1500

Orlando, FL 32801

(407) 458-5608

[email protected]

[email protected]

[email protected]

Attorneys for Structure Tone, Inc.

J. Ellsworth Summers, Jr., Esq.

Burr Forman, LLP



(904) 232-7200

[email protected]

Attorneys for Michael J. Little

Norman P. Fivel, Esq.

Assistant Attorney General

Office of the New York State

Attorney General

Civil Recoveries Bureau,

Bankruptcy Litigation Unit

The Capitol

Albany, NY 12224-0341

(518) 776-2264

[email protected]

Attorneys for New York Dept. of

Taxation and Finance

D. Marcus Braswell, Jr., Esq.

Sugarman & Susskind, P.A.

100 Miracle Mile, Suite 300

Coral Gables, FL 33134

(305) 529-2801

[email protected]

Attorneys for Theatrical Protective Union,

Local No. One, IATSE

Chris Broussard, Esq.

Suzy Tate, P.A.

14502 N. Dale Mabry Highway, Suite 200

Tampa, FL 33618

(813) 264-1685

[email protected]

Attorneys for The Armada Group GP, Inc.

Richard R. Thames, Esq.

Thames Markey & Heekin, P.A.



(904) 358-4000

[email protected]

Attorneys for Official Committee of

Unsecured Creditors


5

Avery Samet, Esq.

Jeffrey Chubak, Esq.

Storch Amini, PC

140 East 45th Street, 25th Floor

New York, NY 10017

(212) 490-4100

[email protected]

[email protected]

Attorneys for Official Committee of

Unsecured Creditors

Peter J. Gurfein, Esq.

Roye Zur, Esq.

Landau Gottfried & Berger LLP

1880 Century Park East, Suite 1101


(310) 557-0050

[email protected]

[email protected]

Attorneys for Official Committee of Equity Security

Holders of Premier Exhibitions, Inc.

Jacob A. Brown, Esq.

John B. Macdonald, Esq.

David E. Otero, Esq.

Katherine C. Fackler, Esq.

Akerman LLP



(904) 798-3700

[email protected]

[email protected]

[email protected]

[email protected]

Attorneys for the Official Committee of

Equity Security Holders of Premier

Exhibitions, Inc.

Skyler M. Tanner, Esq.

Lane Powell PC

601 SW Second Avenue, Suite 2100

Portland, OR 97204

[email protected]

[email protected]

[email protected]

Attorneys for Oregon Museum of Science and

Industry

T. David Mitchell, Esq.

Brenner Kaprosy Mitchell, L.L.P.

30050 Chagrin Blvd., Suite 100

Pepper Pike, OH 44124

(216) 292-5555

[email protected]

Attorneys for CRI Properties, Ltd.

Howard Siegel, Esq.

945 McKinney Street, PMB 434

Houston, TX 77002

(713) 984-4801

[email protected]

Attorney for Euclid Investments, LP

And Euclid Claims Recovery LLC


6

Susan R. Sherrill-Beard, Esq.

U.S. Securities and Exchange Commission

Office of Reorganization

950 East Paces Ferry Road, N.E.

Suite 900

Atlanta, GA 30326

(404) 842-7626

[email protected]

[email protected]

Attorneys for U.S. Securities and

Exchange Commission

Garrett A. Nail, Esq.

John F. Isbell, Esq.

Thompson Hine LLP

3560 Lenox Road, Suite 1600

Atlanta, GA 30326

(404) 541-2900

[email protected]

[email protected]

Attorneys for Bay Point Capital Partners, LP

Steven R. Fox, Esq.

Fox Law Corporation

17835 Ventura Blvd., Suite 306

Encino, CA 91316

[email protected]

Attorneys for Titanic Entertainment

Holdings

Stephen D. Busey, Esq.

Asghar A. Syed, Esq.

Smith Hulsey & Busey

225 Water Street, Suite 1800


(904) 359-7700

[email protected]

[email protected]

Attorneys for the Ad Hoc Group of Equityholders

Jennifer Feldsher, Esq.

David L. Lawton, Esq.

Bracewell LLP

1251 Avenue of the Americas

New York, NY 10020

(212) 508-6100

[email protected]

[email protected]

Attorneys for the Ad Hoc Group of

Equityholders

Patricia Ann Redmond, Esq.

Stearns Weaver, et al.

150 West Flagler Street, Suite 2200

Miami, FL 33130

(305) 789-3200

[email protected]

Attorneys for the Trustees of the National Maritime

Museum

Timothy Graulich, Esq.

James I. McClammy, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

[email protected]

[email protected]

Attorneys for the Trustees of the National

Maritime Museum

Jason B. Burnett, Esq.

Ashlea A. Edwards, Esq.

GrayRobinson, P.A.



(904) 598-9929

[email protected]

[email protected]

Attorneys for Ramparts, Inc. d/b/a Luxor Hotel

and Casino


7

Steven Z. Szanzer, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

[email protected]

Attorneys for Royal Museum Greenwich

Robert P. Charbonneau, Esq.

Agentis PLLC

55 Alhambra Plaza, Suite 800

Coral Gables, FL 33134

(305) 722-2002

[email protected]

Attorneys for Responsible Person Mark C. Healy

Thomas J. Francella, Jr., Esq.

Cozen O’Connor

1201 North Market Street, Suite 1001

Wilmington, DE 19801

(302) 295-2000

[email protected]

Attorneys for Ian Whitcomb

John T. Rogerson, III, Esq.

Jamie W. Olinto, Esq.

Thomas P. White, Esq.

Adams and Reese LLP

501 Riverside Avenue, Suite 601


(904) 355-1700

[email protected]

[email protected]

[email protected]

Attorneys for Mark A. Sellers, Jack H. Jacobs

and Sellers Capital, LLC

Alan F. Curley, Esq.

Alan R. Dolinko, Esq.

Robinson Curley P.C.

300 S. Wacker Drive, Suite 1700

Chicago, IL 60606

(312) 663-3100

[email protected]

[email protected]

Attorneys for Mark A. Sellers, Jack H.

Jacobs and Sellers Capital, LLC

Via U.S. Mail

A-1 Storage and Crane

2482 197th Avenue

Manchester, IA 52057

ABC Imaging

5290 Shawnee Road, Suite 300

Alexandria, VA 22312

A.N. Deringer, Inc.

PO Box 11349

Succursale Centre-Ville

Montreal, QC H3C 5H1

ATS, Inc.

1900 W. Anaheim Street

Long Beach, CA 90813


8

Broadway Video

1619 Broadway

New York, NY 10019

CBS Outdoor/Outfront Media

185 US Highway 48

Fairfield, NJ 07004

Dentons Canada LLP

250 Howe Street, 20th Floor

Vancouver, BC V6C 3R8

Enterprise Rent-A-Car Canada

709 Miner Avenue

Scarborough, ON M1B 6B6

Expedia, Inc.

10190 Covington Cross Drive

Las Vegas, NV 89144

George Young Company

509 Heron Drive

Swedesboro, NJ 08085

Gowlings

550 Burrard Street

Suite 2300, Bental 5

Vancouver, BC V6C 2B5

Hoffen Global Ltd.

305 Crosstree Lane

Atlanta, GA 30328

Kirvin Doak Communications

5230 W. Patrick Lane

Las Vegas, NV 89118

MNP LLP

15303 - 31st Avenue

Suite 301

Surrey, BC V3Z 6X2

Morris Visitor Publications

543 Broad Street

Augusta, GA 30901

NASDAQ Stock Market, LLC

805 King Farm Blvd.

Rockville, MD 20850

National Geographic Society

1145 - 17th Avenue NW

Washington, DC 20036

Pallet Rack Surplus, Inc.

1981 Old Covington Cross Road NE

Conyers, GA 30013

Screen Actors Guild

1900 Broadway

5th Floor

New York, NY 10023

Seaventures, Ltd.

5603 Oxford Moor Blvd.

Windemere, FL 34786

Sophrintendenza Archeologica

di Napoli e Pompei

Piazza Museo 19

Naples, Italy 80135

Syzygy3, Inc.

231 West 29th Street

Suite 606

New York, NY 10001


9

Time Out New York

1540 Broadway

New York, NY 10036

TPL

3340 Peachtree Road

Suite 2140

Atlanta, GA 30326

TSX Operating Co.

70 West 40th Street

9th Floor

New York, NY 10018

Verifone, Inc.

300 S. Park Place Blvd.

Clearwater, FL 33759

WNBC - NBC Universal Media

30 Rockefeller Center

New York, NY 10112

Jonathan B. Ross, Esq.

Gowling WLG (Canada) LLP

550 Burrard Street, Suite 2300, Bentall 5

Vancouver, BC V6C 2B5

United States Attorney’s Office

Middle District of Florida

300 N. Hogan Street, Suite 700


Christine R. Etheridge, Esq.

Bankruptcy Administration

Wells Fargo Vendor Financial Services, LLC

PO Box 13708

Macon, GA 31208

B.E. Capital Management Fund LP

Thomas Branziel

P.O. Box 206

N. Stonington, CT 06359

Creditor Committee

TSX Operating Co., LLC

c/o James Sanna

70 W. 40th Street

New York, NY 10018

Creditor Committee

Dallian Hoffen Biotechnique Co., Ltd.

c/o Ezra B. Jones

305 Crosstree Lane

Atlanta, GA 30328

Creditor Committee

AEG Presents LLC

c/o Managing Member

800 W. Olympic Blvd., Suite 305


AEG Presents LLC

c/o Managing Member

425 W. 11th Street

Los Angeles, CA 90015-3459

AEG Presents LLC

c/o CT Corporation System, Reg. Agent

ATTN: Amanda Garcia

818 West Seventh Street, Suite 930


/s/ Lee D. Wedekind, III

Attorney

~#4838-2840-9769~


EXHIBIT A

Case 3:16-bk-02232-JAF Doc 227-1 Filed 10/11/19 Page 1 of 34

39819319

UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA


IN RE:

Premier Exhibitions, Inc., et al.,1

Debtors.

CHAPTER 11

Case No. 3:16-bk-02232-JAF (Jointly Administered)

[PROPOSED] FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE DEBTORS' FIRST AMENDED PLAN OF LIQUIDATION UNDER

CHAPTER 11 OF THE BANKRUPTCY CODE

THIS CAUSE came before the Court at a hearing on October 11, 2019 at 10:00 a.m. (the

"Hearing") to consider final approval of the Disclosure Statement to Accompany Plan of

Liquidation of the Debtors under Chapter 11 of the Bankruptcy Code (Doc. No. 82) (the 1 The Debtors in the chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number include: Premier Exhibitions, Inc. (4922); Premier Exhibitions Management, LLC (3101); Arts and Exhibitions International, LLC (3101); Premier Exhibitions International, LLC (5075); Premier Exhibitions NYC, Inc. (9246); Premier Merchandising, LLC (3867), and Dinosaurs Unearthed Corp. (7309). The Debtors’ service address is c/o Troutman Sanders LLP, 600 Peachtree Street NE, Suite 3000, Atlanta, GA 30308.


- 2 - 39819319

"Disclosure Statement"), filed by the above-captioned debtors and debtors-in-possession (the

"Debtors") on May 15, 2019, and confirmation of the First Amended Plan of Liquidation of the

Debtors under Chapter 11 of the Bankruptcy Code (Doc. No. 183; Schedule 1) (the "Plan")2

filed by the Debtors on September 11, 2019. In the event of any conflict between the Plan and

this Order (the "Confirmation Order"), the terms of the Confirmation Order shall control. The

Plan, as modified by this Confirmation Order, shall be referred to herein as the "Confirmed

Plan."

On June 13, 2019, pursuant to Sections 105(a), 363, 1125, 1126, and 1128 of Title 11 of

the United States Code, 11 U.S.C. §§ 101, et seq. (the "Bankruptcy Code"), Rules 2002, 3016,

2017, 3018, and 3020 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"),

and Local Rule 3018-1, the Court entered an Order (I) Preliminarily Approving the Adequacy of

the Disclosure Statement, (II) Approving the Solicitation and Notice Procedures with Respect to

Confirmation of the Debtors' Proposed Chapter 11 Plan, (III) Approving the Forms of Notices

and Ballot in Connection Therewith, (IV) Scheduling Certain Dates with Respect Thereto, and

(IV) Granting Related Relief (the "Disclosure Statement Order"), dated June 12, 2019, which,

among other things, preliminarily approved the proposed Disclosure Statement, and approved the

notice, objection, solicitation, voting, and tabulation procedures related to the proposed

Disclosure Statement and the Plan of Liquidation of the Debtors under Chapter 11 of the

Bankruptcy Code (Docket No. 81) (the "Original Plan").

Subsequently, after the Debtors filed the Plan, the Court entered an Order dated

September 17, 2019 (Docket No. 189) (the "Adjournment Order"), which, among other things,

2 Capitalized term used but not defined herein shall have the meanings ascribed to such terms in the Plan.


- 3 - 39819319

directed the Debtors to give notice (the "Adjournment Notice") of the relief granted in the

Adjournment Order.

The Disclosure Statement and Original Plan were distributed to Holders of Claims

against and Interests in the Debtors, as provided in the Disclosure Statement Order; and the

Adjournment Notice was distributed to Holders of Claims against and Interests in the Debtors, as

provided in the Adjournment Order.

All creditors and parties-in-interest were given due and proper notice of the Plan,

Disclosure Statement, and Hearing, as established by the certificates of service filed with the

Court (Docket No. 131, 175, 176, 188) (the "Notice Certificates"), and no further or other notice

is required.

Present at the Hearing on behalf of the Debtors were Matthew R. Brooks and Matthew G.

Roberts of Troutman Sanders LLP, co-counsel to the Debtors; Lee D. Wedekind of Nelson

Mullins Riley & Scarborough LLP, co-counsel to the Debtors; and Jessica Leigh Sanders,

corporate Secretary for the Debtors. There were no timely filed objections to the Plan and/or

Disclosure Statement.

At the Hearing, the Court heard arguments and representations of counsel and the

evidence presented by the Debtors and admitted by the Court in support of approval of the

Disclosure Statement and confirmation of the Plan, including, but not limited to: declarations by

Marshall Glade, Jessica Leigh Sanders, and Matthew G. Roberts; and [live testimony of ]..

Additionally, the Debtors offered in support of confirmation of the Plan the following items: (i)

the Debtors' Memorandum of Law in Support of Confirmation of the First Amended Plan of

Liquidation of the Debtors under Chapter 11 of the Bankruptcy Code filed on October 10, 2019

(Docket No. 217) (the "Confirmation Brief"); and the Ballot Tabulation Report, filed on


- 4 - 39819319

October 10, 2019 (Docket No. 218) (the "Report"), which was admitted into evidence.

Furthermore, the Court took judicial notice of, among other things, the prior hearings in these

Chapter 11 Cases (along with any transcripts thereof), the Court's prior orders in these Chapter

11 Cases, and the record of these Chapter 11 Cases. All objections have been withdrawn, were

resolved, or are overruled as provided herein.

The Court, having considered all of the proceedings before it including the record and

docket of these Chapter 11 cases, arguments of counsel, and all of the evidence offered or

adduced at the Hearing; and having considered the final form of the Disclosure Statement and

Plan; and having determined based upon all of the foregoing that the Plan should be confirmed

and the Disclosure Statement finally approved, as reflected by the Court's rulings made herein

and on the record at the Hearing; and after due deliberation and sufficient cause appearing

therefore, the Court hereby

FINDS, DETERMINES, AND CONCLUDES THAT:

A. Findings and Conclusions. The findings and conclusions set forth herein and in

the record of the Hearing constitute the Court's findings of fact and conclusions of law pursuant

to Bankruptcy Rule 7052, made applicable to the proceeding pursuant to Bankruptcy Rule 9014.

To the extent any of the following findings of fact constitute conclusions of law, they are

adopted as such. To the extent any of the following conclusions of law constitute findings of

fact, they are adopted as such.

Jurisdiction and Venue

B. Jurisdiction, Venue, Core Proceeding (28 U.S.C. §§ 157(b)(2) and 1334(a)). The

Court has jurisdiction over the Debtors' chapter 11 cases pursuant to 28 U.S.C. § 1334.

Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b), and this Court has


- 5 - 39819319

jurisdiction to enter a final order with respect thereto. The Debtors are eligible debtors under

section 109 of the Bankruptcy Code. Venue is proper before this Court pursuant to 28 U.S.C. §§

1408 and 1409.

Chapter 11 Cases

C. Petition Date. On June 14, 2016 (the "Petition Date"), the Debtors each

commenced a voluntary case under Chapter 11 of the Bankruptcy Code (altogether, the

"Chapter 11 Cases"). The Debtors' Chapter 11 Cases have been consolidated for procedural

purposes only and are being jointly administered pursuant to Rule 1015(b) of the Bankruptcy

Rules. The Debtors have been operating their businesses and have been managing their

properties as debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy

Code. No trustee has been appointed in these Chapter 11 Cases.

D. Judicial Notice. The Court takes judicial notice of the docket of the Debtors'

Chapter 11 Cases maintained by the Clerk of the Court, including, without limitation, all

pleadings and other documents filed, all orders entered, and all evidence and arguments made,

proffered, or adduced at the hearings held before the Court during the pendency of these Chapter

11 Cases. For the avoidance of doubt, the Court also takes judicial notice of the docket of RMS

Titanic, Inc. (Case No. 3:16-bk-02230), including all pleadings and other documents filed, all

Orders entered, and all evidence and arguments made, proffered, or adduced at the hearings held

before the Court during the pendency of the chapter 11 case of RMS Titanic, Inc.,

notwithstanding the fact that the chapter 11 case of RMS Titanic, Inc. was dismissed by Order

dated March 8, 2019 (Case No. 3:16-bk-02230; Docket No. 1336).

Solicitation and Notice


- 6 - 39819319

E. Solicitation and Notice. On June 13, 2019, the Court entered the Disclosure

Statement Order, which, among other things: (i) preliminarily approved the Disclosure

Statement; (ii) approved the notice, objection, solicitation, voting and tabulation procedures

related to the Disclosure Statement and Original Plan; and (iii) established procedures and

deadlines for filing objections to the Disclosure Statement and confirmation of the Original Plan.

The Disclosure Statement, the Original Plan (with exhibits), the Disclosure Statement Order

(excluding the exhibits thereto, except a copy of the Solicitation and Voting Procedures3), the

Class 2 Ballot (together with detailed voting instructions), and the Combined Hearing Notice

(collectively, the "Solicitation Packages") were served on the Holders of Class 2 Claims, as set

forth in the Disclosure Statement Order. Likewise, the appropriate Non-Voting Status Notices

were served on the applicable Non-Voting Classes, along with the Combined Hearing Notice, as

set forth in the Disclosure Statement Order; and the Disclosure Statement, Original Plan,

Disclosure Statement Order (excluding exhibits), and the Combined Hearing Notice were served

on all parties on the 2002 List as of the Voting Record Date.

On September 17, 2019, the Court entered the Adjournment Order, which, among other

things: (i) adjourned until October 11, 2019 at 10:00 a.m. the hearing to consider final approval

of the Disclosure Statement and confirmation of the Plan; (ii) provided that the disposition of any

Class 2 Ballot cast properly on the Original Plan would control with respect to the Plan unless

timely superseded by an Amended Ballot (as defined in the Adjournment Order); and (iii)

3 Solely for this decretal paragraph E., all capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Disclosure Statement Order.


- 7 - 39819319

directed the Debtors to serve the Adjournment Notice on the 2002 List (with certain

exceptions).4

As shown by the Notice Certificates, (i) service of the Solicitation Packages and

Adjournment Notices was adequate and sufficient under the circumstances of these Chapter 11

Cases, and (ii) adequate and sufficient notice of the Hearing and other requirements, deadlines,

hearings, and matters described in the Disclosure Statement Order and Adjournment Order has

been provided.

F. Voting. Votes on the Plan were solicited after disclosure to Holders of Class 2

Claims of "adequate information," as defined in Section 1125 of the Bankruptcy Code. As

evidenced by the Report, votes to accept or reject the Plan have been solicited and tabulated

fairly, in good faith, and in a manner consistent with the Disclosure Statement Order, the

Adjournment Order, the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules.

Final Approval of Disclosure Statement

G. Approval. The Disclosure Statement is hereby approved on a final basis pursuant

to Section 1125 of the Bankruptcy Code as providing Holders of Claims entitled to vote on the

Plan with adequate information to make an informed decision as to whether to vote to accept or

reject the Plan in accordance with Section 1125(a)(1) of the Bankruptcy Code.

H. Notice of Exculpation and Injunction. The Disclosure Statement (including all

applicable exhibits thereto) and Adjournment Notice provides Holders of Claims, Holders of

Interests, and all other parties in interest with sufficient notice of the exculpation and injunction

4 Pursuant to the Adjournment Order, the Debtors were not required to serve the Notice of Adjournment on any Notice Parties (i) who, prior to the date thereof, requested removal from the Debtors' service lists; or (ii) from whom (a) the Debtors received returned mail in connection with the Combined Hearing Notice and (b) were thereafter unable to locate a replacement address.


- 8 - 39819319

provisions contained in Article 10 of the Plan in satisfaction of the requirements of Bankruptcy

Rule 3016(c).

Plan's Compliance with the Requirements of Section 1129 of the Bankruptcy Code

I. Burden of Proof. The Debtors, as proponents of the Plan, have met their burden

of proving the elements of Section 1129(a) and (b) of the Bankruptcy Code by a preponderance

of the evidence, which is the applicable evidentiary standard in this Court.

J. Bankruptcy Rule 3016(a). The Plan is dated and identifies the Debtors as the Plan

proponents, thereby satisfying Bankruptcy Rule 3016(a).

K. Plan Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)). The Plan

complies with the applicable provisions of the Bankruptcy Code, thereby satisfying Section

1129(a) of the Bankruptcy Code.

1. Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)). As required by

Section 1123(a)(1), in addition to Administrative Expense Claims and Priority Tax Claims,

which need not be classified, Article 2 of the Plan designates four (4) Classes of Claims and

Interests. As required by Section 1122(a) of the Bankruptcy Code, the Claims and Interests

placed in each Class are substantially similar to other Claims and Interests, as the case may be, in

each such Class. Valid business, factual, and legal reasons exist for separately classifying the

various Classes of Claims and Interests created under the Plan, and such Classes do not unfairly

discriminate between Holders of Claims and Interests. Thus, the Plan satisfies Section 1122 and

1123(a)(1) of the Bankruptcy Code.


- 9 - 39819319

2. Specified Unimpaired Classes (11 U.S.C. § 1123(a)(2)). Articles 2 and 4

of the Plan specify that Class 1 is unimpaired under the Plan, thereby satisfying Section

1123(a)(2) of the Bankruptcy Code.

3. Specified Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)).

Articles 2 and 4 designate that Classes 2, 3, and 4 are impaired, and Article 4 of the Plan sets

forth the treatment of such impaired Classes, thereby satisfying Section 1123(a)(3) of the

Bankruptcy Code.

4. No Discrimination (11 U.S.C § 1123(a)(4)). Article 4 of the Plan provides

for the same treatment by the Debtors for each Claim or Interest in each respective Class except

to the extent that a Holder of a particular Claim or Interest has agreed to a different treatment of

such Claim or Interest, thereby satisfying Section 1123(a)(4) of the Bankruptcy Code.

5. Implementation of the Plan (11 U.S.C. § 1123(a)(5)). The Plan provides

adequate means for the Plan's implementation, as set forth in Article 6 of the Plan, thereby

satisfying Section 1123(a)(5) of the Bankruptcy Code.

6. The Debtors' Charter Provisions (11 U.S.C. § 1123(a)(6)). The Plan is a

liquidating Plan that does not provide for the issuance of equity or other securities by the

Debtors. Accordingly, the requirements of Section 1123(a)(6) of the Bankruptcy Code do not

apply.

7. Selection of Corporate Officers (11 U.S.C. 1123(a)(7)). The Plan contains

only provisions that are consistent with the interests of the creditors and equity security holders

and with public policy with respect to the manner of selection of the Liquidating Trustee and any

successor, thereby satisfying Section 1123(a)(7) of the Bankruptcy Code.


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8. Not an Individual Case (11 U.S.C. § 1123(a)(8)). These are not Chapter

11 Cases commenced on behalf of an individual; therefore, Section 1123(a)(8) does not apply or

is otherwise satisfied.

L. Additional Plan Provisions (11 U.S.C. § 1123(b)). The additional provisions of

the Plan are appropriate and consistent with the applicable provisions of the Bankruptcy Code,

thereby satisfying Section 1123(b) of the Bankruptcy Code.

1. Impairment/Unimpairment of Any Class of Claims or Interests (11 U.S.C.

§ 1123(b)(1)). Pursuant to the Plan, Class 1 is unimpaired and Classes 2-4 are impaired, as

contemplated by Section 1123(b)(1) of the Bankruptcy Code.

2. Executory Contracts and Unexpired Leases (11 U.S.C. § 1123(b)(2)).

Article 9 of the Amended Plan provides that, on the Effective Date, each Executory Contract and

Unexpired Lease not previously rejected, assumed, or assumed and assigned shall be deemed

automatically rejected, unless such Executory Contract or Unexpired Lease: (1) was previously

assumed and/or assumed and assigned by the Debtors; (2) is a contract, lease, or other agreement

or document entered into in connection with the Amended Plan; or (3) is an insurance policy

pursuant to which the Debtors have any obligations in effect as of the Effective Date, in which

case such policy shall be deemed and treated as an executory contract and shall be assumed by

the Debtors and assigned to the Liquidating Trust and shall continue in full force and effect

thereafter in accordance with their respective terms. Article 9 further reaffirms the rejection of

any Executory Contract or Unexpired Lease that the Debtors previously rejected by Final Order

of the Bankruptcy Court.

3. Other Appropriate Provisions (11 U.S.C. § 1123(b)(6)). The Plan's other

provisions are appropriate and consistent with the applicable provisions of the Bankruptcy Code,


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including without limitation, provisions for: (a) distributions to Holders of Allowed Claims; (b)

objections to Claims by the Liquidating Trustee and the prosecution thereof; (c) procedures for

resolving Disputed Claims; (d) establishing the Rejection Objection Deadline; and (e) the

treatment of employment agreements and Employee Benefit Plans, if any.

M. As Proponents of the Plan, the Debtors Have Complied with the Bankruptcy Code

(11 U.S.C. § 1129(a)(2)). As proponents of the Plan, the Debtors have complied with the

applicable provisions of the Bankruptcy Code. Specifically, but without limiting the generality

of the foregoing:

a. Each of the Debtors is an eligible debtor under Section 109 of the Bankruptcy Code;

b. The Debtors have complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by Final Order of the Court; and

c. The Debtors have complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules in transmitting the Plan, Disclosure Statement, the Class 2 Ballots, and all related documents and notices, and in soliciting and tabulating the votes on the Plan.

N. Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)). The Debtors have

proposed the Plan (and all other documents necessary to effectuate the Plan) in good faith and

not by any means forbidden by law, thereby satisfying Section 1129(a)(3) of the Bankruptcy

Code. In determining that the Plan has been proposed in good faith, the Court has examined the

totality of the circumstances surrounding the filing of the Chapter 11 Cases and the formulation

of the Plan. The Debtors' good faith is evident from the facts and record of these Chapter 11

Cases, the Disclosure Statement, and the record of the Hearing and other proceedings held in

these Chapter 11 Cases. Further, the Plan's classification, exculpation, and injunction provisions


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have been negotiated in good faith and at arms' length, are consistent with Section 105, 1122,

1123(b)(6), 1129, and 1142 of the Bankruptcy Code, and each are necessary and appropriate for

the Plan.

O. Payments of Costs and Expenses (11 U.S.C. § 1129(a)(4)). Any payment made or

to be made pursuant to the Plan for services or costs and expenses incurred in or in connection

with these Chapter 11 Cases prior to the Confirmation Date has been approved by, or will be

subject to the approval of, the Court.

P. Identity of Principal Officers (11 U.S.C. § 1129(a)(5)). The Debtors have

disclosed the identity and affiliation of any individuals proposed to serve as the Liquidating

Trustee after Confirmation of the Plan, as required by Section 1129(a)(5) of the Bankruptcy

Code. The service of such individual(s) pursuant to the terms set forth in the Plan is consistent

with the interest of the creditors and equity security holders and with public policy.

Q. No Rate Change (11 U.S.C. § 1129(a)(6)). No rate changes are provided for in

the Plan that would require governmental regulatory approval.

R. Best Interests of Creditors (11 U.S.C. § 1129(a)(7)). The Plan meets the "best

interest of creditors" test because, with respect to each Impaired Class of Claims or Interests,

each such Holder of a Claim or Interest in an Impaired Class will receive or retain under the

Plan, on account of such Claim or Interest, property of a value, as of the Effective Date of the

Plan, that is not less than the amount that such Holder would so receive or retain if the Debtors

were liquidated under Chapter 7 of the Bankruptcy Code on the Effective Date of the Plan.

S. Acceptance of the Plan (11 U.S.C. § 1129(a)(8)). Holders of Claims in Class 1

are unimpaired within the meaning of Section 1124 of the Bankruptcy Code and are conclusively

presumed to have accepted the Plan under Section 1126(f) of the Bankruptcy Code. Class 2


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voted to accept the Plan, as set forth in the Report, and in accordance with Section 1126(d) of the

Bankruptcy Code. Classes 3 and 4 are not entitled to vote and are deemed to have rejected the

Plan.

T. Treatment of Administrative Expense and Priority Tax Claims (11 U.S.C. §

1129(a)(9)). Except to the extent that the Holder of a particular Claim has agreed to a different

treatment of such Claim, the Plan provides that each Holder of an Allowed Claim of a kind

specified in Sections 507(a)(1) through 507(a)(7) of the Bankruptcy Code will receive, on the

later of the Effective Date of the Plan (or as soon thereafter as is reasonably practicable) or the

date on which such Claim becomes an Allowed Claim (or as soon thereafter as is reasonably

practicable) on account of such Claim, Cash equal to the Allowed amount of such Claim. The

Plan provides that each Holder of an Allowed Priority Tax Claim will receive Cash on the

Effective Date (or as soon thereafter as is reasonably practicable), but in no event later than the

end of five (5) years from the Petition Date. As to any Allowed Priority Tax Claim not paid in

full on the Effective Date, the Holder of such Allowed Priority Tax Claim shall receive interest

on account of their Allowed Priority Tax Claims at the Section 6621 Interest Rate; provided,

however, that if the Holder of such Allowed Priority Tax Claim is a city, county, or state, such

Holder shall receive interest on account of its Allowed Priority Tax Claim at the applicable

statutory rate under state law. To the extent that any Allowed Priority Tax Claim is allowed after

the Effective Date, it will be paid in full in Cash as soon after allowance as is reasonably

practicable over a period not later than the end of five (5) years from the Petition Date, including

interest as calculated above.


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U. At Least One Impaired Class Accepted the Plan (11 U.S.C. §§ 1129(a)(10)).

Class 2, which is an Impaired Class under the Plan, has accepted the Plan, without including any

acceptance of the Plan by any insider of the Debtors.

V. Feasibility (11 U.S.C. § 1129(a)(11)). The Plan itself provides for the liquidation

of the Debtors' Property and payment of Distributions to Creditors by the Liquidating Trustee

from the Liquidating Trust Assets; therefore, the Plan satisfies Bankruptcy Code Section

1129(a)(11).

W. United States Trustee Fees (11 U.S.C. § 1129(a)(12)). Article 3 of the Plan

provides that all fees due and owing under 28 U.S.C. § 1930 for periods prior to the Effective

Date shall be paid on the Effective Date (or as soon as reasonably practicable thereafter).

Following the Effective Date, the Liquidating Trustee shall continue to pay timely all U.S.

Trustee Fees until a Final Decree is entered or the Chapter 11 Cases are otherwise closed.

X. Retiree Benefits (11 U.S.C. § 1129(a)(13)). The Debtors do not have any

obligation to pay retiree benefits, as defined in Section 1114(a) of the Bankruptcy Code;

therefore, Bankruptcy Code Section 1129(a)(13) is not applicable.

Y. No Domestic Support Obligations (11 U.S.C. § 1129(a)(14)). The Debtors are not

required by a judicial or administrative order, or by statute, to pay a domestic support obligation.

Accordingly, Section 1129(a)(14) of the Bankruptcy Code is inapplicable in these Chapter 11

Cases.

Z. The Debtors Are Not Individuals (11 U.S.C. § 1129(a)(15)). The Debtors are not

individuals; accordingly, Section 1129(a)(15) of the Bankruptcy Code is inapplicable in these

Chapter 11 Cases.


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AA. No Applicable Non-Bankruptcy Law Regarding Transfers (11 U.S.C. §

1129(a)(16)). The Debtors are each moneyed, business, or commercial corporations; therefore,

Section 1129(a)(16) of the Bankruptcy Code is inapplicable in these Chapter 11 Cases.

BB. Cramdown (11 U.S.C. § 1129(b)). The Holders of Claims in Class 2 have

accepted the Plan. Holders of Claims in Classes 3 and 4 were not entitled to vote, and Classes 3

and 4 are deemed to have rejected the Plan. No Holders of any Claims or Interests junior to the

Interests in Classes 3 and 4 will receive or retain any property under the Plan, and the Plan

otherwise satisfies the requirements for confirmation under Section 1129(b) of the Bankruptcy

Code with respect to Classes 3 and 4.

CC. Only One Plan (11 U.S.C. § 1129(c)). This Confirmation Order confirms a single

plan. Accordingly, the requirements of Section 1129(c) of the Bankruptcy Code have been

satisfied.

DD. Principal Purpose (11 U.S.C. § 1129(d)). The principal purpose of the Plan is

neither the avoidance of taxes nor the avoidance of Section 5 of the Securities Act of 1933, and

no governmental unit has objected to the confirmation of the Plan on any such grounds. The

Plan therefore satisfies the requirements of Section 1129(d) of the Bankruptcy Code.

EE. Not Small Business Cases (11 U.S.C. § 1129(e)). These Chapter 11 Cases are not

small business cases, and accordingly, Section 1129(e) of the Bankruptcy Code is inapplicable in

these Chapter 11 Cases.

FF. Transfer Instruments (11 U.S.C. § 1146). With respect to the making or delivery

of any deed, bill of sale, assignment or any other instrument of transfer under, in furtherance of,

or in connection with the confirmed Plan, including, without limitation, any deeds or bills of sale

or assignments executed in connection with or pursuant to the Plan, such transactions shall not be


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subject to any stamp, real estate transfer, mortgage recording, sales and use, or other similar tax

in accordance with Section 1146 of the Bankruptcy Code.

Compliance with Section 1125 of the Bankruptcy Code

GG. Good Faith Solicitation (11 U.S.C. § 1125(e)). Based on the record before the

Court in these Chapter 11 Cases, the Debtors and their respective members, directors, officers,

employees, representatives, attorneys, financial advisors, investment bankers, agents,

restructuring advisors and other professionals, and all other persons involved in the solicitation

process, have acted in "good faith" within the meaning of Section 1125(e) of the Bankruptcy

Code and in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, and the Local Rules in connections with all of their respective activities relating to the

solicitation of acceptances to the Plan and their participation in the activities described in Section

1125 of the Bankruptcy Code, and are entitled to the protections afforded by Section 1125(e) of

the Bankruptcy Code to the greatest extent permissible by law.

Plan Implementation

HH. The terms of the Plan, including all exhibits and schedules thereto, and all other

documents filed in connection with the Plan and/or executed or to be executed in connection

with the transactions contemplated by the Plan (specifically including, but not limited to, the

Liquidating Trust Agreement) and all amendments and modifications thereof (collectively, the

"Plan Documents") constitute an integral part of this Confirmation Order.

II. The Plan and the Plan Documents constitute legal, valid, binding and authorized

obligations of the respective parties thereto and will be enforceable in accordance with their

terms. Pursuant to Section 1142(a) of the Bankruptcy Code, the Plan and the Plan Documents

will apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law. The


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Debtors, the Creditors' Committee, the Liquidating Trustee and all of their respective members,

officers, directors, agents, financial advisors, investment bankers, attorneys, employees, equity

holders, partners, affiliates, and representatives will be acting in good faith if they proceed to (i)

consummate the Plan and the agreements, settlements, transactions, transfers and documentation

contemplated thereby, and (ii) take any actions authorized and directed by this Confirmation

Order.

Exculpation and Injunction

JJ. The Court has jurisdiction under 28 U.S.C. § 1334(a) and (b) to approve the

exculpation and injunction provisions set forth in Article 10 of the Plan. Section 105(a) of the

Bankruptcy Code permits the issuance of the injunctions and approval of the exculpation if, as

has been established here, such provisions (i) are essential to the formulation and implementation

of the Plan, as provided for in Section 1123 of the Bankruptcy Code, (ii) confer material benefits

on the Debtors' estates, (iii) are fair and reasonable, and (iv) are in the best interest of the

Debtors, their estates, and Holders of Claims and Interests. Based upon the record of these

Chapter 11 Cases and the evidence proffered or adduced at the Hearing, this Court finds that the

exculpation and injunction provisions set forth in Article 10 of the Plan are consistent with the

Bankruptcy Code and applicable law.

JJ.

Other Findings

KK. Rule 54(b) Judgment. To the extent Rule 54(b) of the Federal Rules of Civil

Procedure (as incorporated by Bankruptcy Rule 7054 made applicable to this proceeding


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pursuant to Bankruptcy Rule 9014) is or may be applicable, there is no just reason for delay of

entry of a separate and final judgment confirming the Plan pursuant to Section 1129 of the

Bankruptcy Code with respect to each of the Debtors.

Based on the foregoing, the Court finds that all applicable provisions of the Bankruptcy

Code for confirmation of the Plan have been satisfied. Accordingly,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. Plan Confirmed and Disclosure Statement Approved. The Plan, the Liquidating

Trust Agreement, all transactions contemplated therein (including, but not limited to, all

ancillary agreements contemplated thereby) and all of the terms and conditions thereof are

hereby approved. Likewise, the Disclosure Statement is hereby approved on a final basis. The

failure to specifically include any particular provision of the Plan, Liquidating Trust Agreement,

or Disclosure Statement in this Confirmation Order shall not diminish or impair the effectiveness

of such provision, it being the intent of the Court that the Plan, Liquidating Trust Agreement, and

Disclosure Statement (including, but not limited to, all ancillary agreements contemplated by any

of the foregoing) be authorized and approved in their entirety.

2. Objections Overruled. Any objections to confirmation of the Plan or approval of

the Disclosure Statement on a final basis that were not withdrawn, resolved by separate Order, or

resolved by this Confirmation Order are hereby expressly overruled on the merits, with

prejudice.

3. Incorporation of Findings of Fact and Conclusions of Law. The above-referenced

findings of fact and conclusions of law are incorporated by reference as though fully set forth

herein.


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4. Confirmation of Appointment of Liquidating Trustee. The appointments of: (a)

Mark C. Healy of Michael Moecker & Associates as Liquidating Trustee under the Plan; and (b)

B.E. Capital Management Fund LP, Dalian Hoffen Biotechnique Co., Ltd., and 417 Fifth Avenue

LLC, as the initial members of the Liquidating Trust Oversight Committee under the Plan, are

approved in all respects, and said Persons shall be authorized to act in such capacities pursuant to

the Confirmed Plan.

5. Further Action. The Debtors, the Liquidating Trustee, and all parties-in-interest,

and their respective agents, attorneys, officers, directors, employees, successors and assigns, are

authorized and directed to take all such steps and to perform all such actions as are necessary,

desirable or appropriate to carry out and give effect to the Plan and the Plan Documents. All

Plan Documents, including, without limitation, the Liquidating Trust Agreement, are approved in

all respects. The applicable parties are authorized to execute and deliver on and after the

Effective Date all Plan Documents as set forth in the Plan and to take all actions necessary and

appropriate consistent therewith.

6. Consolidation. On and after the Effective Date: (i) all assets and liabilities of the

Debtors and their respective estates shall be treated as though they were merged with and into

Premier Exhibitions, Inc. (as defined in the Plan, the "Consolidated Debtors"), solely for the

purposes of Distributions under the Plan; (ii) no Distributions shall be made under the Plan on

account of any Claim held by any one or more of the Debtors against any other Debtor herein;

(iii) all guarantees of the Debtors of the obligation(s) of any other Debtor herein shall be

eliminated; and (iv) each and every Claim and Proof of Claim against any of the Debtors shall be

deemed one Claim or Proof of Claim against the Consolidated Debtors and a single obligation of

the Consolidated Debtors on and after the Effective Date. Notwithstanding the foregoing, the


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limited consolidation effected pursuant to the Plan and this Confirmation Order shall not affect:

(a) any obligations under any contracts or leases that were entered into during the Chapter 11

Cases or Executory Contracts or Unexpired Leases that will be (or have been) assumed and

assigned pursuant to the Purchase Agreement; (b) distributions from any insurance policies or

proceeds of such policies; or (c) guarantees that are required to be maintained post-Effective

Date (i) in connection with Executory Contracts or Unexpired Leases that (A) were entered into

during the Chapter 11 Cases (B) have been assumed and assigned (specifically including, but not

limited to, those Executory Contracts and Unexpired Leases assumed and assigned in connection

with the Purchase Agreement) or (C) will under the Plan be, assumed and assigned, or (ii)

pursuant to the express terms of the Plan. Further, the limited consolidation provided for herein

shall not affect each Debtor's obligation to file the necessary operating reports and pay the U.S.

Trustee Fees.

7. Authority of Liquidating Trustee. From and after the Effective Date, the

Liquidating Trustee shall have the exclusive authority to, and shall, file, settle, compromise,

withdraw, or litigate to judgment all objections to Claims (except for as otherwise provided in

the Liquidating Trust Agreement). As of the Effective Date, the Liquidating Trustee shall be

deemed to be substituted for the Debtors and succeed to all rights and defenses of the Debtors,

with respect to any objections to Claims which have not been finally resolved prior to the

Effective Date. All objections to Claims shall be filed with the Bankruptcy Court no later than

one hundred eighty (180) days following the Effective Date (unless such period is extended by

the Bankruptcy Court upon Designated Notice of the Liquidating Trustee pursuant to the Plan

and the Liquidating Trust Agreement).


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8. Substitution of Liquidating Trustee as Plaintiff in Adversary Proceeding. On and

after the Effective Date, the Liquidating Trustee (in his capacity as such) shall be substituted into

the Adversary Proceeding as plaintiff without any further order, notice, motion, or action

required.

9. Binding Effect. The Provisions of the Plan and this Confirmation Order hereby

are made binding upon and inure to the benefit of, the Debtors, their Estates, the Liquidating

Trustee, the Holders of Claims, the Holders of Interests, all other parties-in-interest in these

Chapter 11 Cases, and their respective successors and assigns, regardless of whether any Claims

or Interests are impaired under the Plan and regardless of whether any such Holder of a Claim or

Interest has filed, or is deemed to have filed, a Proof of Claim or Proof of Interest, and regardless

of whether any such Holder has accepted the Plan.

10. Application of Stay. Except as otherwise provided in the Plan or this

Confirmation Order, the automatic stay arising out of Section 362(a) of the Bankruptcy Code

shall continue in full force and effect until the Consummation Date and the Debtors, the Estates,

and the Liquidating Trust shall be entitled to all of the protections afforded thereby.

11. Injunctions.

(a) Except as otherwise expressly provided in the Plan, the Plan

Documents, or in this Confirmation Order, on and after the Effective Date, all Persons who

have held, currently hold, or may hold Claims against or Interests in the Debtors or the

Estates that arose prior to the Effective Date (including any Governmental Authority, but

solely to the extent such Governmental Authority received notice of the Plan and

Disclosure Statement) shall be permanently enjoined from, on account of such Claims or

Interests, taking any of the following actions, either directly or indirectly, against or with


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respect to any Debtor, any Estate, the Exculpated Parties, the Liquidating Trust, the

Liquidating Trustee, or any of their respective properties or assets: (i) commencing or

continuing in any manner any action or other proceeding of any kind; (ii) enforcing,

executing, collecting, or recovering in any manner any judgment, award, decree, or order,

or attaching any property pursuant to the foregoing; (iii) creating, perfecting, or enforcing

any Lien or encumbrance of any kind; (iv) asserting or effecting any setoff, recoupment, or

right of subrogation of any kind against any Claim or Cause of Action; (v) enjoining or

invalidating any foreclosure or other conveyance of any Property of the Liquidating Trust

or of the Debtors; (vi) interfering with or in any manner whatsoever disturbing the rights

and remedies of the Liquidating Trust, the Debtors or the Estates under the Plan and the

Plan documents and the other documents executed in connection therewith; and (vii)

taking any act, in any manner, in any place whatsoever, that does not conform to, comply

with, or that is inconsistent with any provision of the Plan of this Confirmation Order.

This injunction shall not enjoin or prohibit (i) the holder of a Disputed Claim from

litigating its right to seek to have such Disputed Claim declared an Allowed Claim and paid

in accordance with the Distribution provisions of the Plan or (ii) any party in interest from

seeking the interpretation or enforcement of any of the obligations of the Debtors, the

Liquidating Trustee, or the Liquidating Trust under the Plan. The Liquidating Trustee

shall have the right to independently seek enforcement of this Plan Injunction provision.

This Plan Injunction provision is an integral part of this Plan and is essential to its

implementation.

(b) Upon entry of this Confirmation Order, all Holders of Claims and

Interests and their respective current and former employees, agents, officers, directors,


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principals, and direct and indirect affiliates shall be enjoined from taking any actions to

interfere with the implementation or consummation of the Plan. Each Holder of an

Allowed Claim, by accepting, or being eligible to accept, Distributions under such Claim, as

applicable, pursuant to the Plan, shall be deemed to have consented to the injunction

provisions set forth in Article 10 of the Plan.

(c) Notwithstanding the foregoing, the Plan Injunction shall not include

or be effective against Mark A. Sellers, Douglas Banker, Richard Kraniak, or Jack H.

Jacobs (the “Pre-Merger D&Os”), unless and until that certain Settlement Agreement by

and between: (i) Mark C. Healy, the Responsible Person; (ii) Mark A. Sellers, Douglas

Banker, Richard Kraniak, and Jack H. Jacobs; and (iii) National Union Fire Insurance

Company of Pittsburgh, Pa (the “Insurer”), related to the Adversary Proceeding (the

“D&O Settlement”), is approved by a final, non-appealable Order of this Court (the “D&O

Settlement Effective Date”). In the event the D&O Settlement is not approved by this

Court and the D&O Settlement Effective Date does not occur, the Pre-Merger D&Os shall

be excluded from the Plan Injunction.

(d) Additionally, and notwithstanding the foregoing, Daoping Bao,

Michael Evans, Sid Dutchak, Mingcheng Tao, Jerome Henshall, Mark Bains, and Guo

“David” Ding (the “Post-Merger D&Os”) are specifically excluded from the Plan

Injunction, and the Plan Injunction shall not enjoin any action against them. For the

avoidance of any doubt, the Responsible Person, Liquidating Trustee, and any successor

fiduciary retain any and all rights and causes of action against the Post-Merger D&Os,

including but not limited to in connection with the Adversary Proceeding.

12. Exculpation from Liability.


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(a) To the fullest extent permissible under applicable law, (i) effective as

of the Effective Date, the Debtors, Jessica Leigh Sanders, in her capacity as an officer of

the Debtors, the Debtors’ Professionals (acting in such capacity), the members of the

Creditors’ Committee (acting in such capacity) and the Creditors’ Committee’s

Professionals (acting in such capacity), and the members of the Equity Committee (acting

in such capacity) and the Equity Committee’s Professionals (acting in such capacity) and

(ii) effective as of the D&O Settlement Effective Date with respect to the Pre-Merger D&Os

(collectively referred to herein as the “Exculpated D&O Parties”, and with the Debtors,

Jessica Leigh Sanders, in her capacity as an officer of the Debtors, the Debtors’

Professionals (acting in such capacity), the members of the Creditors’ Committee (acting in

such capacity), the Creditors’ Committee’s Professionals (acting in such capacity), and the

members of the Equity Committee (acting in such capacity) and the Equity Committee's

Professionals (acting in such capacity), collectively the “Exculpated Parties”)) are hereby

released and exculpated from any Claim, obligation, Cause of Action, or liability of any

kind whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or

unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising,

in law or in equity, for any action taken or omitted to be taken, in connection with or

related to the formulation, preparation, dissemination, or confirmation of the Plan,

including solicitation of acceptances thereto, the Disclosure Statement, any Plan

Supplement, or any contract, instrument, release, or other agreement or document created

or entered into, including without limitation the Purchase Agreement, or any other act

taken or omitted from being taken, in connection with the Sale, the Plan or these Chapter

11 Cases, including but not limited to the commencement and administration of these


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Chapter 11 Cases, the sale of assets, the arranging for post-petition financing, the

prosecution and defense of contested matters and adversary proceedings, the settlement of

Claims, and the disbursement of funds (including, for the avoidance of doubt, providing

any legal opinion requested by any Person regarding any transaction, contract, instrument,

document, or other agreement contemplated by the Plan or the reliance by any Exculpated

Party on the Plan or this Confirmation Order in lieu of such legal opinion), or any other

post-petition act taken or omitted to be taken in connection with or in contemplation of the

restructuring or liquidation of the Debtors, in each case except for actual fraud, willful

misconduct, or gross negligence in connection with the Plan or the Chapter 11 Cases, each

solely to the extent as determined by a Final Order of a court of competent jurisdiction;

provided, however, that in all respects the Exculpated Parties shall be entitled to reasonably

rely upon the advice of counsel and financial advisors with respect to their duties and

responsibilities pursuant to the Plan. The Exculpated Parties have, and upon completion of

the Plan shall be deemed to have, participated in good faith and in compliance with the

applicable laws with regard to the restructuring of Claims and Interests in the Chapter 11

Cases and in connection with the transactions contemplated therein, including the Sale, the

negotiation, formulation, or preparation of the agreements, instruments, or other

documents pursuant to the Plan or the Sale, and the solicitation and distribution of the

Plan and, therefore, are not, and on account of such distributions shall not be, liable at any

time for the violation of any applicable law, rule, or regulation governing the solicitation of

acceptances or rejections of the Plan or such distributions made pursuant to the Plan.

Notwithstanding the foregoing, this exculpation shall not release any obligation or liability

of any party under the Plan or any document, instrument, or agreement (including those


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set forth in any Plan Supplement) executed to implement the Plan. In furtherance of the

foregoing, the Exculpated Parties shall have the fullest protection afforded under Section

1125(e) of the Bankruptcy Code and all applicable law from liability for violation of any

applicable law, rule or regulation governing the solicitation of acceptance or rejection of a

Plan or the offer, issuance, sale or purchase of securities. This Exculpation from Liability

provision is an integral part of this Plan and is essential to its implementation.

(b) For the avoidance of any doubt, the Pre-Merger D&Os shall not be

released or exculpated, and are specifically excluded from the Exculpated Parties, unless

and until the occurrence of the D&O Settlement Effective Date. In the event the D&O

Settlement is not approved by this Court and the D&O Settlement Effective Date does not

occur, the Pre-Merger D&Os shall not be released or exculpated under Section 10.2 of the

Plan or otherwise.

(c) Additionally, for the avoidance of any doubt, the Post Merger D&Os,

shall not be and are not released or exculpated under Section 10.2 of the Plan or otherwise.

The Responsible Person, Liquidating Trustee, and any successor fiduciary retain any and

all rights and causes of action against the Post-Merger D&Os, including but not limited to

in connection with the Adversary Proceeding, and nothing in the Plan or this Confirmation

Order shall be construed to enjoin any rights, claims, or causes of action against the Post-

Merger D&Os, or to release or exculpate the Post-Merger D&Os, in connection with the

Adversary Proceeding, or otherwise.

13. Rejection Damages Bar Date. Any Person or Entity wishing to file a Proof of

Claim arising from the rejection of an Executory Contract or Unexpired Lease pursuant to the

terms of the Plan must file the Claim with the Court and serve such Claim on the Liquidating


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Trustee no later than thirty (30) days after the Effective Date, or the Claim shall be forever

barred, unless otherwise ordered by the Court.

14. Administrative Expense Claims Bar Date. Except for Professional Compensation

Claims and the claims of Special Litigation Counsel, requests for payment of Administrative

Expense Claims must be Filed and served on the Liquidating Trustee no later than thirty (30)

days after the Effective Date, or the Claim shall be forever barred, unless otherwise ordered by

the Court. Notwithstanding the foregoing, any Bar Dates established during the course of these

Chapter 11 Cases shall remain in full force and effect.

15. Professional Compensation.

(a) The following table shall replace and supersede the table set forth in

Section 3.1.3(a) of the Plan:

Name of Firm

Total Undiscounted Fees and Expenses Sought

Undiscounted Amount Unpaid Reductions

Total Discounted Fees and Expenses Allowed

Discounted Amount Unpaid

Troutman Sanders LLP $3,548,508.31

$728,685.89 $98,203.00 $3,450,305.31 $630,482.89

Carr, Rigss & Ingram LLC $136,566.88 $0.00 N/A $136,566.88 $0.00 GlassRatner Advisory & Capital Group $558,772.26

$67,603.90 $39,716.18 $519,056.09 $27,887.73


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Name of Firm

Total Undiscounted Fees and Expenses Sought

Undiscounted Amount Unpaid Reductions


Discounted Amount Unpaid

Kaleo Legal $505,252.50

$43,632.00 $24,827.00 $480,425.50 $18,805.00

Nelson Mullins Riley & Scarborough $925,694.80

$228,058.64 $228,058.64 $697,636.16 $0.00

McGuire Woods LLP

$177,732.99186,788.09

$32,967.50 $5,095.00

$172,637.99181,693.09 $27,872.50

Storch Amini PC $320,817.89

$82,430.13 (Included) $320,817.89 $82,430.13

Thames Markey & Heekin, P.A.

$306,740.19314,796.84

$133,747.71

$59,936.6061,226.00

$246,803.59253,570.84

$73,811.1160,578.36

For the avoidance of doubt, on the Effective Date, all Non-EC Final Fee Applications (including

those amended by filed supplements,5 if any), except the claims of Special Litigation Counsel,

shall be approved on a final basis in the amounts set forth in the table above in the column

entitled "Total Discounted Fees and Expenses Allowed." Further, each Professional shall have

an Allowed Professional Compensation Claim in the amount set forth in the table above in the

column entitled "Discounted Amount Unpaid," which Professional Compensation Claim shall be

paid on the Effective Date (as an Allowed Administrative Expense Claim, for the avoidance of

doubt).

(b) Section 3.1.3(d) of the Plan shall be amended to read as follows:

5 E.g., (Doc. Nos. 222, 223).


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As part of the Equity Committee Professional Compensation Claim Compromise set forth in § 6.4 of this Plan, which is also the product of substantial negotiations leading to a compromise among the respective Professionals, the Equity Committee Professionals' respective Professional Compensation Claims (and the Equity Committee Final Fee Applications) shall be approved on a final basis in the amounts, and to the extent, set forth in the table below in the column entitled "Total Discounted Fees and Expenses Allowed." Further, each Equity Committee Professional shall have an Allowed Professional Compensation Claim in the amount set forth in the table below in the column entitled "Total Discounted Amount Unpaid"; provided, however, that such Allowed Equity Committee Professional Compensation Claim shall be paid in accordance with § 6.4 of this Plan.

Equity Committee Professional

Discounted Fees Allowed

Discounted Expenses Allowed


Total Discounted Amount Unpaid

Akerman LLP $723,026.50 $29,135.23 $752,161.73 $260,800.27 Landau Gottfried & Berger LLP $1,433,853.00 $46,928.27 $1,480,781.27 $471,322.99 Teneo Securities LLC $499,277.62 $12,284.98 $511,562.60 $192,328.55

(c) Section 6.4 of the Plan shall be amended to include the following text:

In accordance with the Subordinated Equity Committee Professional Compensation Claims distribution scheme, set forth in this § 6.4, the Liquidating Trustee shall pay or cause to be paid to each respective Equity Committee Professional the amounts (or Pro Rata portions of such amounts, as applicable) set forth below, as follows: (i) On the Effective Date, or as soon as reasonably practicable thereafter: "Total Effective Date Payment"; (ii) From the proceeds of the Adversary Proceeding, if any, before disbursement of such proceeds to Holders of Allowed General Unsecured Claims: "First Tier Payment"; and (iii) From the proceeds of the Adversary Proceeding, if any, fully subordinate to Holders of Allowed General Unsecured Claims: "Second Tier Payment."

Equity Committee Professional

Total Effective Date Payment

First Tier Payment

Second Tier Payment

Akerman LLP $140,194.93 $75,302.65 $45,302.65


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Landau Gottfried & Berger LLP

$244,932.19 $150,932.00 $75,466.00

Teneo Securities LLC $129,222.47 $54,521.44 $8,584.64

16. Exculpation Approved. The provisions of the Plan regarding exculpation of

liability (Article 10, Section 10.2) are hereby approved in all respects.

17. Modification Permitted. Following entry of this Confirmation Order, the Debtors,

as proponents of the Plan, may modify the Plan to remedy any defect or omission or to reconcile

any inconsistencies in the Plan or in this Confirmation Order, as may be necessary to carry out

the purposes and effects of the Plan; provided that (a) the Debtors, as proponents of the Plan,

may obtain approval of the Bankruptcy Court for such modification after notice and a hearing,

and (b) such modification will not materially adversely affect the interest, rights, treatment, or

distributions of any Allowed Claims under the Plan.

18. Retention of Jurisdiction. The Court shall retain jurisdiction and authority for all

purposes permitted under applicable law, including, without limitation, for the following

purposes:

(a) to determine any motion, adversary proceeding, Avoidance Action,

application, contested matter, or other litigated matter pending on or commenced after the

Confirmation Date;

(b) to hear and determine applications for the assumption or rejection

of Executory Contracts or Unexpired Leases and the allowance, estimation, or payment of

Rejection Claims and Cure Amounts resulting therefrom;

(c) to ensure that Distributions to Holders of Allowed Claims are

accomplished as provided herein and to adjudicate any and all disputes arising from or relating to

Distributions under this Plan;


- 31 - 39819319

(d) to hear and determine objections to the allowance of Claims,

whether Filed, asserted, or made before or after the Effective Date, including, without limitation,

to hear and determine objections to the classification of Claims and the allowance or

disallowance of Disputed Claims, in whole or in part;

(e) to consider Claims or the allowance, classification, priority,

compromise, estimation, or payment of any Claim; provided, however, that the District Court

shall have jurisdiction to estimate any Claim that cannot be estimated by the Bankruptcy Court;

(f) to enter, implement, or enforce such orders as may be appropriate

in the event the Confirmation Order is for any reason stayed, reversed, revoked, modified, or

vacated;

(g) to determine any matter (other than those matters that are subject

to the exclusive jurisdiction of the United States District Court for the Eastern District of

Virginia in the admiralty action styled R.M.S. Titanic, Inc. v. The Wrecked and Abandoned

Vessel, Case No. 2:93-cv-902, including, but not limited to, the Admiralty Order) (i) under the

Purchase Agreement; (ii) in connection with the Sale Transaction; or (iii) the Sale Order;

(h) to issue injunctions, enter and implement other orders, and take

such other actions as may be necessary or appropriate to restrain interference by any Person with

the consummation, implementation, or enforcement of this Plan, the Confirmation Order, or any

other order of the Bankruptcy Court;

(i) to hear and determine any application to modify this Plan in

accordance with Section 1127 of the Bankruptcy Code, to remedy any defect or omission or

reconcile any inconsistency in this Plan, the Disclosure Statement, or any order of the


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Bankruptcy Court, including the Confirmation Order, in such a manner as may be necessary to

carry out the purposes and effects thereof;

(j) to hear and determine disputes arising in connection with the

interpretation, implementation, or enforcement of this Plan, the Plan Supplement, the

Confirmation Order or any transactions or payments contemplated hereby or thereby, or any

agreement, instrument, or other document governing or relating to any of the foregoing;

(k) to take any action and issue such orders as may be necessary to

construe, enforce, implement, execute, and consummate this Plan and the Liquidating Trust

Agreement, including any release or injunction provisions set forth herein, or to maintain the

integrity of this Plan following consummation;

(l) to determine such other matters and for such other purposes as may

be provided in the Confirmation Order;

(m) to hear and determine matters concerning Taxes in accordance

with Sections 346, 505, and 1146 of the Bankruptcy Code;

(n) to enter a Final Decree closing the Chapter 11 Cases;

(o) to recover all Assets of the Debtors and the Liquidating Trust, and

Property of the Estates, wherever located;

(p) to hear and determine any rights, Claims, or Causes of Action held

by or accruing to the Debtors and/or the Liquidating Trust pursuant to the Bankruptcy Code or

pursuant to any statute or legal theory;

(q) to hear and determine any matters for which jurisdiction was

retained by the Bankruptcy Court pursuant to prior orders; and


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(r) to hear and determine any other matters related hereto and not

inconsistent with the Bankruptcy Code, title 28 of the United States Code, and other applicable

law.

19. Waiver of Bankruptcy Rule 3020(e). The requirement of Bankruptcy Rule

3020(e) that an order confirming a plan is stayed until the expiration of 14 days after entry of the

order is hereby waived. Subject to the occurrence or waiver of conditions precedent to the

Effective Date, as set forth in Article 13 of the Confirmed Plan, this Confirmation Order shall

take effect immediately upon entry on the docket and shall not be stayed pursuant to Bankruptcy

Rules 3020(e), 6004(h), 6006(d), 7062, or otherwise.

DONE AND ORDERED at Jacksonville, Florida, this 11th day of October, 2019.

HONORABLE JERRY A. FUNK UNITED STATES BANKRUPTCY COURT JUDGE


EXHIBIT B


40334125

UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA


IN RE:

Premier Exhibitions, Inc., et al.,1

Debtors.

CHAPTER 11

Case No. 3:16-bk-02232-JAF (Jointly Administered)

[PROPOSED] OMNIBUS ORDER GRANTING FINAL PAYMENT OF FEES AND EXPENSES REQUESTED IN FINAL FEE APPLICATIONS OF PROFESSIONALS

Upon consideration of the final fee applications (as supplemented, modified, or amended,

the "Final Fee Applications") filed by the professionals (each, a "Professional"; collectively, the

"Professionals") in the cases of the above-captioned debtors and debtors-in-possession (the

1 The Debtors in the chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number include: Premier Exhibitions, Inc. (4922); Premier Exhibitions Management, LLC (3101); Arts and Exhibitions International, LLC (3101); Premier Exhibitions International, LLC (5075); Premier Exhibitions NYC, Inc. (9246); Premier Merchandising, LLC (3867), and Dinosaurs Unearthed Corp. (7309). The Debtors’ service address is c/o Troutman Sanders LLP, 600 Peachtree Street NE, Suite 3000, Atlanta, GA 30308.


- 2 - 40334125

"Debtors"), each as set forth more completely on Exhibit A to this Order; and the Court having

jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found

that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that

venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having

found that the notice of the Final Fee Applications was appropriate under the circumstances and

that no other or further notice need be provided; and the Court having reviewed the Final Fee

Applications and determined that (i) the compensation requested in the Final Fee Applications is

reasonable, (ii) the expenses requested in the Final Fee Applications are reasonable and represent

actual and necessary expenses incurred by each Professional in connection with these chapter 11

cases, and (iii) the legal and factual bases set forth in the Final Fee Applications establish just

cause for the relief granted herein; and upon all proceedings had before this Court; and after due

deliberation and sufficient cause appearing therefore,

IT IS HEREBY ORDERED THAT:

1. The Final Fee Applications are hereby APPROVED on a final basis, as set forth

herein.

2. For the avoidance of doubt, the fees and expenses requested in the Final Fee

Applications are hereby approved and finally allowed in the amounts set forth on Exhibit A

attached hereto (the "Total Allowed Amount").

3. The Debtors or, to the extent applicable, the Liquidating Trustee (as such term is

defined in the Debtors' Plan (Doc. No. 183; Schedule 1)), are hereby authorized and directed to

promptly pay each Professional the Total Allowed Amount, less any amounts paid to date, as

Administrative Expenses (as such term is defined in the Plan); provided, however, that, solely with

respect to Akerman LLP, Landau Gottfried & Berger LLP, and Teneo Securities LLC, the Debtors


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or, to the extent applicable, the Liquidating Trustee, shall pay each such Professional in accordance

with the distribution scheme set forth in Section 6.4 of the Plan (as the same may be modified,

amended, or restated by the order confirming the Plan).

4. The Debtors or, to the extent applicable, the Liquidating Trustee, are hereby

authorized to take all actions necessary to effectuate the relief granted pursuant to this Order.

5. Notwithstanding the possible applicability of FED. R. BANKR. P. 6004(b), 7062,

9014 or otherwise, the terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

6. To the extent that this Order is inconsistent with any prior order or pleading with

respect to the Final Fee Applications in these cases (specifically including, but not limited to, the

Order Vacating Order Granting Motion to Establish Procedures to Permit Monthly Payment of

Interim Fee Applications of Chapter 11 Professionals (Doc. No. 72) dated May 14, 2019) the terms

of this Order shall govern.

7. Each Professional is authorized to apply any retainer funds previously advanced by

the Debtors against any amounts approved by this Order; provided, however, that, for the

avoidance of doubt, the application of any such retainer shall reduce, on a dollar-for-dollar basis,

the amount of funds due to any such Professional by the Debtors (or, to the extent applicable, the

Liquidating Trustee) under this Order.

7.8. This Order is without prejudice to the rights of each Professional to seek further

allowance and payment of compensation and reimbursement of expenses upon application to this

Court.


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8.9. This Order shall be deemed a separate order for each Professional, and any appeal

of this Order with respect to any Professional shall have no effect on the authorized fees and

expenses of other Professionals.

10. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

DONE AND ORDERED at Jacksonville, Florida, this 11th day of October, 2019.

HONORABLE JERRY A. FUNK UNITED STATES BANKRUPTCY COURT JUDGE


40334125

EXHIBIT A


40334125

PROFESSIONAL APPLICATION PERIOD

(Doc. No.) TOTAL AMOUNT

ALLOWED AMOUNT UNPAID

TROUTMAN SANDERS LLP 600 Peachtree St. NE Suite 3000 Atlanta, GA 30308 Attn: Matthew R. Brooks Harris B. Winsberg

Final Application 11/9/2016 to 10/11/2019 (Doc. No. 155)

-as supplemented by- (Doc. No. )223)

$3,450,305.31 $630,482.89

NELSON MULLINS RILEY & SCARBOROUGH 50 N. Laura St. 41st Floor Jacksonville, FL 32202 Attn: Lee D. Wedekind, III


$697,636.16 $0.00

MCGUIREWOODS LLP 101 West Main St. Suite 9000 Norfolk, VA 23510 Attn: Robert W. McFarland


$172,637.99181,693.09 $27,872.50

KALEO LEGAL 4456 Corporation Ln. Suite 135 Virginia Beach, VA 23462 Attn: William R. Poynter Brian A. Wainger


$480,425.50 $18,805.00

GLASSRATNER ADVISORY & CAPITAL GROUP

LLC 3445 Peachtree Rd. NE Suite 1225 Atlanta, GA 30326 Attn: Marshall Glade Ron Glass


$519,056.09 $27,887.73


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CARR, RIGGS & INGRAM LLC 4004 Summit Blvd. NE Suite 800 Atlanta, GA 30319 Attn: Chris Clayton


$136,566.88 $0.00

STORCH AMINI PC 140 E. 45th St. 25th Floor New York, NY 10017 Attn: Jeff Chubak Avery Samet


$320,817.89 $82,430.13

THAMES MARKEY & HEEKIN, PA 50 N. Laura St. Suite 1600 Jacksonville, FL 32202 Attn: Richard R. Thames


-as supplemented by- (Doc. No. 222)

$246,803.59253,570.84 $73,811.1160,578.36

AKERMAN LLP 50 N. Laura St. Suite 3100 Jacksonville, FL 32202 Attn: Jay Brown



$752,161.73 $260,800.27

LANDAU GOTTFRIED & BERGER LLP 1880 Century Park E Suite 1101 Los Angeles, CA 90067 Attn: Peter Gurfein



$1,480,781.27 $471,322.99


- 3 - 40334125




TENEO SECURITIES LLC C/O Akerman LLP 50 N. Laura St. Suite 3100 Jacksonville, FL 32202 Attn: Jay Brown



$511,562.60 $192,328.55
