~Jnited States Bankruptcy Court for ths:

pistrict of DelawareY ~ (State)

'T~__~. ___,

Case number (ok~own~: Chapter 11 (~ Check if this is anamended filing

~ffici~l Form 201Voluntary et~~ron ~ ~ _~r~~ln ~~idu~#s Film for ankru ~~y o4~~6If more space Is needed, attach a separate sheet to this fiorm. On the top of any additional pages, write the debtor's name- and khe case

number (if known}, For more information, a separate document, Instructions Por Bankruptcy Forms for Non-individuals, is available.

1. Debtor's name Deliver_._y Ascent, Inc. __

2. All other names debtor used ~u~iCtoday, LLC _____

in the last 8 years Clean dun Promotional Marketing, Inc. __~_

Shop the Shaves LLCInclude any assumed names, The Band, 111C.trade names, and doing business ----~-asnames ---

3. Debeor's federal Employer 26 - 0058744identification iVumber (EIN)

4. Debtor's address Principal place of business Mailing address, if different from principalplace of business

3Q0 California Street, 3rd FloorNumber Street Number

P.O. Dox

San .Francisco CA 94104City State ZIP Code City Code

Location of principal assets, if different fromprincipal place of business

San FranciscoCounty Number Street

City State ZIP Code

5. Debtor's website (URL) htt~://www.deliverya~ent.Com/

6. Type of debtoY ~ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))

Partnership (excluding LLP)

❑ Other. Specify:

Official Form 201 Voluntary Petition for Non-Individuals Filing far Bankruptcy page 1

Awerisnn LcgnlNet~ inr.

ww~~v,~grrttS W oric7~ Iow,S.9q]

Case 16-12051 Doc 1 Filed 09/15/16 Page 1 of 19

Debtor Delivery Agent, It1C, Case number (i~known) m_Name

7. Describe debtor's business A. Check one:

❑ Health Care Business (as defined in 11 U.5.G. § 101(27A))

❑ Single Asset Real Estate (as defined in 11 U.S.C. § 101 (51 B))

❑ Railroad (as defined in 11 U.S.C. § 101(44))

❑ Stodkbroker (as defined in 11 U,S.C. § 101(53A))

❑ Commodity Broker (as defined in 11 U.S.C. § 101(6))

❑ Clearing Bank (as defined in 11 U.S,C. § 781(3))

Nane of the above

B. Check all thaf apply.'

❑ Tax-exempt entity (as described in 26 U.S.C. § 501)

❑ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.

§ 80a-3)

❑ Investment advisor (as defined in 15 U.S.G. § SOb-2(a)(11))

C. NAiCS (North American Industry Classification System) A-digit code that best describes debtor. See

http•//www uscourts qov/four-digit-national-association-naics-codes .

8. Under which chapter of the Check one:

Bankruptcy Cgde is the❑Chapter 7debtor filing?❑ Chapter 9

Chapter 11. Check all that apply:

❑ Debtor's aggregate noncontingent liquidated debts (excluding debts owed toinsiders or affiliates) are less than $2,566,050 (amount subjechta adjustment on4!01/19 and every 3 years after that).

❑ The debtor is a smaQ business debkor as defined in 11 U.S.C. § 101(51 D). if the

debtor is a small business debtor, attach the most recent balance sheet, statement

of operations, cash-flow statement, and federal income tax return or if ali of thesedocuments do not exist, follow the procedure in 11 U.S.C. § 1116(1)(6).

❑ A plan is being filed with this petition.

❑ Acceptances of the plan were solicited prepetition from one or more classes of

creditors, in accordance with 11 U.S.C. § 1126(b}.

❑ The debtor is required to file periodic reports (for example, 10K and 104) with the

Securities and Exchange Commission according to § 13 or 15(d) of the SecuritiesExchange Act of 1934. File the Aftachment to Voluntary Petition for Non-Individuals Filing

for Bankruptcy under Chapter 97 (Official Form 201 A) with this form.

❑ The debtor is a shell sampany as defined in the Securities Exchange Act of 1934 Rule

12b-2.

9, Were prior bankruptcy casesfiled by or against the debtorwithin the last 8 years?

If more than 2 cases, attach aseparate Iist.

10.Are any bankruptcy casespending ar being filed by abusiness partner or anaffiliate of the deb#or?

List all cases. if more than 1,attach a separate list.

Official Form 201

❑ Chapter 12

Na

Yes. District When Case numberMh9 ! DD / YYYY

pistrict When Case numberMM / DD / YYYY

❑ No

Yes. Debtor Se8 SChBdUle 1 ___T Relationship ___

pistrici WhenMM / DD / YYYY~~

Case number, if known

Voluntary Petition for Non-lndivfduals Filing for Bankruptcy page 2

Americ;m LegaiNet, luc. _~

Case 16-12051 Doc 1 Filed 09/15/16 Page 2 of 19

Debtor DG~IV2Y A ent, It1C. Case nuin6er ~fknewrr) 4._..__- '-~--g_.__----_ - ~ .--~.-. ---.'

Name

11. Why is the case filed in this Check all that apply:

distric#? Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days

immediately preceding the date of this petition or for a longer part of such 180 days than in any other

district.

❑ A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.

12.Daes the debtor own or have ~ No

possession of any realpraperty or personal property ~

Yes, Answer below for each property that needs immediate attention. Attach additional sheets if needed.

fihat needs immediate Why does the property need immediate attention? (Chealc a/1 that apply.)

attention?❑ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.

What is the hazard?

❑ It needs to be physically secured or protected from the weather

❑ It includes perishable goods or assets that could quickly deteriorate or lose value without attention

(for example, livestock, seasonal goods, meat, dairy, produce, orsecurities-related assets or

other options).

❑ Qther

Where is the property? __Number Street

City State ZIP Code

Is the property insured?

❑ No

❑ Yes, Insurance agency

Contact name

Phone

Statistical and administrative information

13. Debtor's estimation of Gheck one:

avail2ble funds ~ Funds will be available for distribution to unsecured creditors:

❑ After any administrative expenses are paid, n4 funds will be available for distribution to unsecured creditors.

~ 1-49 ~ 1,000-5,000 ❑ 25,001-50,0001Q~. Estimated number of

Q 50-99 ❑ 5,001-10,000 ❑ 50,001-100,000creditors

❑ 100-199 ❑10,OQ1-25,000 ❑More than 100,000200-999

❑ ~0-$5Q,000 ❑ $~,ppp,001-$10 million ❑ $5Q0,000,001-51 billion

16, estimated assets ❑ ~50,OQ1-X100,000 ~ $10,Od0,001-$50 million ❑ $1,000,000,001-$10 billion

❑ $100,001-$500,000 ❑ $50,000,001-$100 million ❑ billion

$500,001. 1 million [~ g~00,000,001-$5q0 million

.$10,000,000,001-$50

❑More than $50 billion

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

Amenenn LegnlNet. Inc.

www Foim~QrKFlow ~n

Case 16-12051 Doc 1 Filed 09/15/16 Page 3 of 19

o~bto~ delivery Agent, InG. _Nrmie

1s. Estimated liabilities Q ~0-X50,000

[,~ .$50,001-$100,000

❑ $100,001-$500,000

$500,001-$1 million

Case number (ilknovni)

❑ $1,000,001-~a10 million ❑ $500,000,001-$1 billion

❑ $10,000,001-$50 million Q ~a1,QQQ,000,001-~10 billion

❑ $10,000,000,001-~5p billionX50,000,001-$100 million

Q u100,000,001-$500 million Q More than $50 billion

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result. in fines up to

$500,000 ar imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature of ~ The debtor requests relief in accordance with the chapter oftitie 11, United States Code, specified in thisauthorized representative of petitiondebtor

~ I have been authorized to file this petition on behalf of the debtor.

~ I have examined the information in this petition and have a reasonable belief that the information is true and

correct.

declare under penalty of perjury that the foregoing is true and correct.

09/14/2016Executed on

MM / DDJ YYYY,,_ _ v..,' ~ _ - ""~~~ Michael Fitzsimmons

Signature of'a"uthorized representative o debtor Printed name

CEOTitle

18. Signature of attorney ~ Date ~ ~ ~I' atur~a or yfordebtor MM I DD i YVYY

Laura Davis JonesPrinted name TPachulski Stang Ziehl &Jones LLP

----____Firm name919 North Market Street, 17th Floor

~`'~'i~mingtan et -- pE 19$01

City State ZIP Code ~T^

302-652-4100 Ijanes@pszjlaw.com

Contact phone Email address

2436ar number

DelawareState

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

Americnn Lxgalnet, inc.- ~v_yv~o~ForinsWq~I,q.L~Cc~

Case 16-12051 Doc 1 Filed 09/15/16 Page 4 of 19

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re;

DELIVERY AGENT, INC. et al.,l

Debtors.

Chapter 11

Case No. 16- (_)

Joint Administration Requested

SCHEDULE 1 TO PETITION

On the date hereof, each of the affiliated entities listed below, including the debtor in this

chapter 11 case (collectively, the "Debtors"), filed a petition in this Court for relief under chapter

11 of the Bankruptcy Code. Contemporaneously with the filing of their petitions, the Debtors

filed a motion requesting that the Court consolidate their chapter 11 cases for administrative

purposes only.

Delivery Agent, Inc.

Musictoday, LLC

Clean Fun Promotional Marketing, Inc.

Shop the Shows, LLC

~ The Debtors in these chapter 11 cases and the last four digits of each Debtor's U.S. tax identification number

are as follows: Delivery Agent, Inc. (8744), Musictoday, LLC (7995), Clean Fun Promotional Marketing, Inc.(6635), and Shop the Shows, LLC (n/a). The notice address for all of the Debtors is; 300 California Street, 3rdFloor, San Francisco, California 94104.

Case 16-12051 Doc 1 Filed 09/15/16 Page 5 of 19

CERTIFICATE OF R[+',~C3LUTI~~S

I, Mark Epstein, a duly authorized officer of Delivery Agent, Ii~e. a Dela~.vare corpflratiozi

(the "Con~pai~v"}, hereby certif~~ that at a special meeting duly called and held on Septeti~her 13,

2Q16, the fallowing resolution}s were duly adopted in accordance ~uit~~ the rec~uirernents of the

Deta~vaxe Gei~erai Corporation La~v a~~d tl~e Company's by-laws, and that, as of~tlie elate hereof,

these resolutions slave not been amended ar modified acid are in full force and effect:

WI~E~AS, the Board has revie«red-and considered the materials presented by the

~nanagei~ient of file Company az~zd the Com~~ajiy's financial and legal advisors regardiizg the

Company's liabilities and liquidity sitt~atian; af~d.

'W~-IEFtEAS, tl~e Company cotltem~~lates e~itering, ~~~it~i its ~~vliolly-o~~mecl subsidiaries,

into a Senior Secured; Super-Priorit~T Debtor-in-Possesszon Loa~~ az~d Security .~green~ent (the

"DIP A~~eement"} ~~iti~ Hillair Capital Investmezlts L.P. (together with its successors, a~ld

permitted assigns, the "Lender") and Hillair Capital ̀~/Ianager~ieizt LLC, as adini~~istrative agent

and collateral agent for the Lender (iii such capacity, toget~e~• with its successors and assigns in

s~ich capacity, the "DIP fluent"); anci

~VHERE~S, the C.~~n}zany, with its ~vhollyr-ow~ied subsidiaries, ai d DIP f~ge~~t

contemplate entering into an Asset Purchase Abreement (tl~e "APA"), pursuant to which the

Company shall sell to the DIP- Age~3t or its assignee ox designee substantially all_ of #ale

Company's assets ~~ertaiz~ing to the Company's business alld o~~erations relating to e-commerce,

t-coji~merce and interactive advertising, as ~~~ell as other assets described in the APB; and

WHEREAS, the Board has. consulted ~~~itli the Company's management and fin~cial

and Iegal ad~~isors antl has consielered hilly each of the strategic alternatives a~~ailable to the

Coneany; and

dV~3EE~tE~S, in t~~e Board's judgme~~t, it is c~esiral~le and iii tl~e best iizterests of ttie

Coi~ipany, its creditors, stockholders, employees, .and other i~rterested parties that t1~e Company

file a voll~ntar5~ petition for relief under the .pr~~~isions of chapter ~ 1 of title 11 of t11e united

Stags Code (tlie "Bankruptcy Code"); and

~'~-IEREA~, in the Board's judgment, ii is desirable anc~ in the best interests of the

Company, its creditors, stockholders, employees, anci other interested parties that the Co~~~pany

enter into the DIP Agreeil~ent; substantially in the farm presented to the Board, a1~d subject to

s~kch changes and alterations based ou the reasona~ile business judgment of the Company's

management; a71c1

W3EI~ItE~S, in the Board's judgment, it is desirable and in file besti interests of the

Company, its creditors, stockholders, employees, and other interested ~aarties that the Company

enter-into the AP~1, substantially in the form presented to tl~e Hoard, and subject t~ such cl~al~.ges

and alterations based oz~ the reasc~nabie business j~id~mnent cif the Com~~any's management;

D011.DOCX

Case 16-12051 Doc 1 Filed 09/15/16 Page 6 of 19

NUW, T~l[EREFOR]C, B~ IT RESQL~ED, that each of the C}Sief Executive Officer,

Chief Financial Officer, and General. Counset of the Company {each, an "Audlorizecl Of#icer'

and collectively, the'"Authorized officers")1~se, a33d Hereby is, authorized and directed iii t11e

name and ors behatf of the Compa~~y to execute acid verify a voluntary petition to calnnlcnce

praceec~ings under chapter 11 of the Bankruptcy Code and to cause the game to be filed ial any

district at such dine and ven~~e as the Authorized Officer executing said petition shall deterrizine;

F~.F:S~LVED, FURTHETt, that each of the CoYY~pany and the A~.~thorized Officers be,

and heret~y are, authorized and directed to execute and verity a vol~intary petition to coinme~ice

proceedings under chapter 11 of the Bankru~te}T Code for each of MusicToday, LLC, Clean Fui~

~'rnmotional MarI~eting, Inc., and Shop the Shows, LLC anti to cause the same to be filed in vly

district at such tiz~~e a~ld venue as the Authorized Officer executing said petition shall dete~_mine;

ItES~LVE~, FURTHER, tha# the execution anc~ delivery of tl~:e DIP Agreement ~y the

Company be, and 1~ereby is, a~3~~roved and authori~eci, and that the Authorized Officers of the

Comp~i~~ ~r any of then acting alone are Hereby authorized, directed, and ez~~po«~ered t~

execute, deliver, and cause the Company to carry out the provisions of, and perform its

abiigations under, the DIP Agreeznet~t, substantially in the form presented to the Board, ~~~itll

such changes anti exhibits as any of the authorized C~f1`icers may-deem necessary or appro~~riate

in their sole ~~d absolute discretion, the execution and de}i~~ery of the DIP Agreerneilt by -any of

suci~ Authorized Officers to be deemed conclusive evzdence of si~ch determi~~ation;

~2ESOL~'El~, FYTRTHER, that alI ether tra.~~sactions contemplated by the DIP

~1.greeme~it are hereby approved and authorized, all- on substantially the terms ancI conditions set

fo~-tli in the DIP Ag7•eement;

RESOLVED, FURTHER, that the execution and delivery of the I PA ~y the Co~ipany

be, and hereby is, approved a~ld ~utliorized, and that the ~.uthori~ed Officers of file Company ar

any of them acting alone are hereby authorized, directed, and em~otivered to execute, deliver, acid

c~i~se the. Company to car-~y gut the provisions crf, aild perfarn~ its. obligations milder, the r~~'A,

substantially in the form presented to the Board, with such changes and exhibits as any of the

Autliarized C}ffice~•s may deem necessary or appropriate in their: sole a~xi ab5cilute disci•etioll, the

execution anc~ cielivety of the APA by any of such ~utiia~-izect Off cers to be deemed conclusive

evidence of such determii7ation;

RE~OLV~I~, FURTHER, that all other trar~saciians coiitei~zpla~ed by the A~'~. are

Hereby approved azid authorized, all on sribstantially the te~•ms and cosiditions set fc~rtli in the

APA;

RE~OLVEI}, FURTHER, that each of tIle Authorized Officers be, and hereh}~ is,

autl~o~~ized and directed ~o employ the la~~~ firm of Ieiler 8c Bei~ve:nutti LLP as general

bankruptcy counsel tc~ represent and assist the Company in canyi~~g out its respective duties

udder the Banl~uptcy Code and related matters, and to take any and. all actions to advance the

Company's rights ai d obligations, i~~cluding filii~~ an~T pleadings; and in corulectic>n tllereti~~it1~,

each of file Authorized Officers be, and hereby is, authorized and directed to execute appropriate

retention agreements, pay appropriate retaiiaers prior to and irrimediately upon filing of the case

D011. DOCX

Case 16-12051 Doc 1 Filed 09/15/16 Page 7 of 19

under chapter 11 of the Banl ri~ptcZ~ Cede, and to cause to be filed an appropriate application fc~r

authorit3~ to re#ain the services of Keller & Benvenutti LLP;

RE~C3L~'ED, FIIRTI-~ER, that each of tl3e ts,uthor zed Officers be, and hereby is,

authorized and directed to employ the Iaw firm of Pachulski Stang Ziehi &Jones LI,P as local

bankruptcy colu~sel to represent ai3d assis# tiie Company in carrying out its respective. duties

~mder the Bar~l:ruptcy Code and related natters, and to take any ~~d all actigns to tidvanee tl~e

Con~~auy's rights and obligations; anc~ in connection there~~vith, each of the Authorized Qfficers

be, and hereby is, authorized and directed to execute appropriate retention agreements, _pay

appropriate retainers prior to and immediately upon filing of the case under chapter I l of the

Ba~ll~ruptcy Cade, and to cause to be filed an appropriate application: for autliol-ity to retain tl~e

services of Pacl~tilski Sfa31g Ziehl &Jones LLP;

RESOL~'ET?, FURT~IER, that each of the Authorized Officers be, and hereby is,

authorized and directed to employ ttie firm of Arch 8c Beam. Global, LLC as fitlancial advisor to

represent and assist the Company in carrying out its respective duties under- the Bankruptcy Code

and related matters, and to take aiay and all fictions to advance the Coi~~pany's rights and

obligations; mid iii connection therewith, each of the Authorized Qfficers be, and hereby is,

authorized ai d directed to execute appropriate retention agreements, pair appropriate retainers

prior to ~~cl iinn3ediately upon filing of the case under chapter 11 of the. Ban~;ruptcy Code, a~zd to

cause to be filed an ap~a~oprzate application for authority to retain the services of Arch & Bearii

Global; LLG;

RESOLVED, FURTHER, that each of the Authorized Officers be, and hereby is,

a~:~diorized anci directed to employ the firm of Epiq Bankr~~~tcy Sulu#ions, LLC as claims a~~ci

notici~ig agent for the Gompa~iy to assist the Conl~any in carrying out its respective duties under

the }3an~riaptc}r Code and related ~n~tters; and in connection there~~rith, eac11 of the At~tliorized

Of1"icers be, mid hereby is, authorized and directed to execute appropriate retention agreements,

pay appropriate retainers prior to and immediately z~po~i filing of tl~e case ~~nder chapter 11 of the

.Bankruptcy (;ode; acid to cause to be filed an appropriate application for authority to retain the

services of E~iq F3anl~rttptcy Saltrtiai~ts, LLC;

R.~SOLVElC3 FURTHER, that each.of the Authorized Officers be, and hereb}~ is,

authorized and directed to einplay any other prafessi~iials to assist the Coi~lpany i~1 carrying out

its duties under the Bai~crtiptcy Code and related matte~~s; and in connectiozl therewith, each of

file ~ltithorized Officers be, and hereby is, authorized ~nnci directed to execute appropriate

retention. agreeniei3ts, pay appropriate retainers prior to and in~rnediately upon filing of the case

tinder chapter 11 of the B~~11:ruptcy Code, and to eausc tc~ be filed an appropriate application I~~r

aut~~ority to retain the ser~~ices of any other. professionals as necess~~xy;

~tESOLVE~ FYIRTHEI~, that each of the Authorized Uf~cers be, and hereby is,

authorized and c~irectecl, in the dame and an behai#' of the Comp~z}~, to execirte all petitions,

schedules, motions, lists, applications.,. pleadings, and other• papers or docuirients, acid to take any

and all stash other and- further actions which such Authorized Officer or tl~e C~nlpany's legal

Q011.DOCX

Case 16-12051 Doc 1 Filed 09/15/16 Page 8 of 19

counsel n ay deem necessaz-~7, proper, oz desirable in connection with tl~e case under chapter 11

of the Bankruptcy Code, ~~ith a vieti~~ to the st~ccessfial prosecution of such case;

RES(}LVED FURTIEIr~t, that each of the Authorized Officers be, and Hereby is,

authorized and directed, in the name and ou behalf of the Company, to take such actions and to

make, sign, execute, acknowledge, acid deliver any ~~d all such additional documents,

agreements, affidavits, applications fnr approvals or r~.slings of gc~~~er~unental or reg~iiat~ry

aut~oi•ities, motions, orders, directioz2s, certificates, requests, receipts, fir~anci;zg statements, ~r

other nstn7ments as may l~~ reasonabl}j required to give effect to the foregoing resalutiQns and to

consummate the transactions contemplated by the foregoing resolutions, to execute and deliver

such ins#ruments, acid to fully perform the terms and provisions thereof; and

RESOLVED FURT~IER, that to the exte~it that alay of'the actions authorized by any of

the foregoing resohrtions have t~een_taken by an Authorized Officer ~z~ behalf of the Company,

such actions are hereby ratified and coz~firi~led in their entirety. ,.;,

,,~,.---'.,-. ,~-',r

l~~Sark E~~steirz

D011.DOCX

Case 16-12051 Doc 1 Filed 09/15/16 Page 9 of 19

IN THE iJNITED STATES ~3ANKRUPTCY CQURTFpR THE IaISTRICT ()F DELAWARE

AGENT, INC. et al.,

Chapter 11

Case No. 16- ()

Joint Administration Requested

CONSOLIDATED LIST OF CREDITORS HOLDING30 LARGEST UNSECURED CLAIMS AGAINST DEBTORS

On September 15, 2016, the above-captioned debtors (collectively, the "Debtors"), each

filed a petition in this Court for relief under chapter 11 of title 11 of the United States Code.

Contemporaneously with the filing of their petitions, the Debtors filed a motion requesting an

order authorizing joint administration of their cases for administrative purposes only.

Pursuant to Rule 1007(d) of the Federal Rules of Bankruptcy Procedure, the following

list provides information with respect to the holders of the thirty (30) largest unsecured claims

against the Debtors on a consolidated basis. The list does not include (1) persons who come

within the definition of "insider" set forth in 11 U.S.C. § 101 ar (2) secured creditors unless the

value of the collateral is such that the unsecured deficiency places the creditor among the holders

of the consolidated twenty (30) largest unsecured claims..

The information contained herein shall not constitute an admission of liability by, nor is it

binding on, the Debtors. The Debtors reserve all rights to assert that any debt or claim listed

herein is a disputed claim or debt, and to challenge the priority, nature, amount, or status of any

such claim. or debt. In the event of any inconsistencies between the summaries set forth below

~ The Debtors in these chapter 11 cases and the last four digits of each Debtor's U.S. tax identification number

are as follows: Delivery Agent, Inc. (8744), Musictoday, LLC (7995), Clean Fun Promotional Marketing, Inc.

(6635), and Shop the Shows, LLC (n/a). The notice address for all of the Debtors is: 300 California Street, 3rd

Floor, San Francisco, California 94104.

Case 16-12051 Doc 1 Filed 09/15/16 Page 10 of 19

and the respective corporate and legal documents relating to such obligatipns, the descriptions in

the corporate and legal documents shall control.

Case 16-12051 Doc 1 Filed 09/15/16 Page 11 of 19

Debtor Name: Delivery Agent, Inc., et al.

❑ Check if this is anUnited States Bankruptcy Court for the: District of Delaware amended filing

Case Number (If known):

Official Form 204

Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the

30 Largest Unsecured Claims and Are Not Insiders 12/15

A cgnsolidated list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the

debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by

secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 30

largest unsecured claims.

Name of creditor and complete ma~(mg ;Name, teleghane Hamper, Nature of the ctahn indicate ff ~mou~st o#unsecured cialmaddress, including zip code and email address of ': {far example, trade `. Giaim is If the otaim "rs fully unsecured, ftll in only un~eeured

creditor cocitaat `debts, bank loans, < con6nyent, claim amount N claim is partially ~e~ured, flit to totalprof85siona! > uniiquidated, CIBTM dtflOilfYt 811[I {IBC~UCIIAR ~P Y~IUB Of COII8fBP7I O~

services, and or dispuked setoff to aatcutafe unsecured claim.government

Total claim, if Deduction for ;Unsecuredpartially :value of claimsecured a coi~aterei or

setoff

1 RISING TIDE CONTACT: Joseph Kell, CONVERTIBLE $4,477,707.37

1200 TRINITY DRIVE Director BRIDGE NOTE

MENLO PARK, CA 9GD25 PHONE: 650-784-8313joe@newburyventures.com

2 AT&T ADVANCED Ap SpLUTIONS TRADE DEBT $4,070,989.91

&10 7TH AVE., 19TH FLNEW YORK, NY 10019

3 LIVE NATION MERCHANDISE TRADE DEBT $3,674,109.OQ

2 BRYANT STREET, 5TE. 300SAN FRANCISCO, CA 94105

4 WORLDVIEW PARTNERS C(7N7AC7: Peter Goettner, CONVERTIBLE $3,415,646.43

101 S. ELLSWORTH AVf_NUE, SUITE pirector BRIDGE NOTE

A01 PHONE: 650-322-38005AN MATED, CA 944p2 pgoettner@worldview.com

5 COX M[DIA-WEST TRADE DEBT $2,893,176.97

6205-e PEACH7REE DUNWOODY RDNEATLANTA, GA 30328

6 Es[SSEMCR VENTURE PARTNERS CONTACT; David Cowan, CONVERTIBLE $2,886,318.51

1865 PALMER AVENUE, SUITE 10A Director BRIDGE NOTE

LARCHMONT, NY 10538 do@bvp.com

7 DISH TRADE DEBT $2,4$6,619.26

13155 COLLECTIONS CENTER pRIVECHICAGO, IL 60693

8 NBC UNIVERSAL INC TRADE DEBT $2,382,114.00

30 RQCKERFELLER PLAZABLDG 7S, RM 303N1NEW YORK, NY 1p112

Case 16-12051 Doc 1 Filed 09/15/16 Page 12 of 19

Debtor: Delivery Agent, Inc., et al. Case Number (if known):

_ __..... _. .. _. _ v._ ...... _ _ .....~ . _.Nama of creditor and eampiete maiimg ~ Ptame, tetaphone number,

., ...._ .. ~ W ~.Nature of the etatm indlcat,e 3f Amovrtt of unsecured claim

address, Ineiuding zip cads and email address Safi (for exampia, trade claim is If the ctafm fs fatty unsecured, fill in only unsecured

eredit~rr oorfacf Bebts, bank Ioans, I. contingenE, claim ~mouM, tf ciaim'ss part3aity a~cured, fill in total": prafQssfonai uNiquidated,' e1aGn amoun# ~nQ deduction forvalu~ of eoilaterat orservices> and or disputed setptfi to eateutat~ unsecvrad claim.government

'.. contracts)_,...........w ..:...., ___ ... _. ., s

Tatai claim, if Deduction far ;Unsecuredpartially (value of claim

'secured cotiatera! or~ :setoff ~ g

s

9 BLUE GRAPE MERCHANDISING TRADE DEBT $2,340,095.71

ATTN: ANN LATQRA1755 BRQADWAY, 2ND FLOOR

NEW YORK, NY 10019

10 CMART[R TRADE DEBT $2,201,596.95

X100 ATLANTIC S7STAMFORD, C7 06901

11 JOHN E ABDO CONTACT: lack Abda CONVERTIBLE $2,OD0,000.00

13SQ NE 56 STREET, STE. 200 jackabdo@abdocompanies.c BRIDGE NOTE

FORT LAUDERDALE, FL 3333A om

12 AUDIENCEXPRESS TRADE DE&T $1,869,870.21

460 WEST 34TH STREET, 14TH FLOOR

NEW YORK, NY 10001

13 CVP SBIC, LP, CONVERTIBLE $1,721,gA1.63

32S SHARONPARK DR., SUITE 107 BRIDGE NOTE

MENLO PARK, CA 94025

14 LATHAM & WATKINS LLP TRADE DEBT $1,577,022.00

140 SCOTT DRIVE

MENLO PARK, CA 94025-1008

15 RED STAR MERCHANDISE TRADE DEBT $1,532,82$.00

1218 EAST MARKET STREETGHARI.OTTESVILI,E, VA 22942

16 COMCAST NEWS 12 (NORTHEAST) TRADE DEBT $1,292,A83.00

676 ISI,ANQ POND RpMANCHESTER, NH p3109

17 UNIV[RSAI MUSIC GROUP TRADE DEBT $1,279,071.16

DISTRIBUTION2220 COLORADO AVE.SANTA MONICA, CA 90404

18 TURNER NETWORK TV TRADE DEBT $1,219.,453.00

278 PARK AVENUE F1.00R 23NEW YpRK, NY 3031&

19 FpCU5 VENTURES CQNTACT: Kevin Mcqui~lan CONVERTIBLE $1,Q81,398.03

S25 UNIVERSITY AVENUE, SUITE 14Qp PHONE: 650-325-7400 BRIDGE NQTE

PALO ALTQ, GA 94301 Kevin@FocusVentures.com

20 IRONWpOD EQUITY FUND LP CONTACT: Adam Dotson CONVFRTIBI.E $1,p00,000.00

ONE BEACON ST. Dotson@ironwoodcap.com BRIDGE NOTE

34TH FLOORBOSTON, MA 02108

21 SAMSUNG VENTURES CONTACT: Jihong Kim CONVERTIBLE $905,503.06

SAMSUNG ELECTRONICS BLDG PHONE: 408-204-3916 BRIDGE NOTE

132p-10 SEOCH02-OQNG, SEOCHU- jihong.l<@sisa.samsung.com

GU29TH FLOORSEOUL KOREA

O~ciai Form 2Qa Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 80 Largest Unsecured Claims Page 2

Case 16-12051 Doc 1 Filed 09/15/16 Page 13 of 19

Debtor: Delivery Agent, Inc., et al,

dame of creditor and oomptete malting Hama, telephone Wombat,s address, including zip code t and email address of

<' creditor contact ''

Case Number (if known):

Nature of the ctaIm Endlcata if Amount of unsecured ctahn{fqr example, trade `. cta3m is ff the claim is fully unsecured, fill kn only unsecureddeht~, ha~K loans, 'contingent, otafm amaUrrt. if claim Es gartfaily secured, fit! in totalprafessianai ~ uniiquidated,= claim amount and deduction for value of eottaterat orservices, and ? or disputed s setvfF to calaulats unsecured claim.govet°nmerxt

s

~~n~~~

i:...... .. .._: .,.,~::...: ,....:::_ w , .... , ..

~ ~Total claim, ~f 6eduction for Unsecuredpartially f value of $claimsecured 1 ¢adaterat or j

~ setoff `

22 p~UTSCHE TEI,EKOM VENTURE CONTACT: Thomas Vogel CONVERTIBLE $902,794,47

FUNDS GMBH PHQNE; 415-904-79Q0 BRIDGE NOTE

GOTENSTRA&[ 1S6 53175 thomas-vogel@telekom.deBONN GERMANY

23 DIRECTV TRADE DEBT $784,292.04

pNE ROCI<EFELLEI~ PLAZAS7H FLOORNEW YORK, NY 10020

24 DISCOVERY CHANNEL GLOBAL ED, TRADE DEBT $718,434.00

PRTNRSHPATTN: E~IEN HENDERSON-MAQHAVENpNE DISCOVERY PLACESILVER SPRING, MD 20910-3354

25 KINGFISHER EQUITY PARTNERS II, GP CONTACT: Alex Bernstein CONVERTIBLE $679,203.01

235 MONTGOMERY STREET alex@kingfisherinvestment.c BRIDGE NOTE

5AN FRANCISCO, CA 94104 om

26 BRIGHT HQUSE TRADE DEBT $642,509.29

SOOp CAMPUSWOOD DR, STE 1EAST SYRACUSE, NY 13057

27 CABLEVISION TRADE UEBT $629,643.9$

1111 STEWART AVEBFTHPAGE, NY 1714

28 CORAL GROUP CONTACT: Mark Headrick CONVERTIBLE $fi15,839.85

60 SOUTH SIXTH STREET, SUITE 2210 PHONE: 612-335-86$3 BRIDGE NOTE

MINNEAPOLIS, MN 55402 mark@coralgrp.com

29 VIAMEDIA INC TRADE DEBT $582,061.62

7804 SOLUTIpN CENTERLOCK BOX 77780aCHICAGO, IL 60677

30 GREG WASHER NOTE $SOQOQO.QO

3187 PULLMANCOSTA MESA, CA 92626

Official Form 204 Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 Largest Unsecured Claims Page 3

Case 16-12051 Doc 1 Filed 09/15/16 Page 14 of 19

Debtor Name ~~~~very Agent, Inc.

Unitsd States Bankruptcy Court for lha: District of

Case number (rf knownl:

(~ffici~l Form 202,.,

An fndividuai who is authorized to act an behalf of a nan•individuai d~bto~, suoh as a corporation or partrt~rship, must stgn and submit

this form fog the aehsdules of assets a»d liabilities, any other document that requires a declar~Non that is nat Inci~deA in the document,

and any amendments of those documents. This farm must state the ind{vidual's posEtlon or reiatlonsh3p to the debtor, the identity of the

document, and the date. Bankraptey Ruies 1008-and 9011.

WARN{NG --Bankruptcy fraud is a serious crtme. Making a false statement, noncealing property, ar obtainta~ money nr property by fraud in

connection with a bankruptcy case can resuit (n fln~s up to X500,000 ar (mpriscinment for up to 20 yeaes, nr bnth. l8 U.S.C. §§ 152,1341,

7519, and 357't.

~acl~rxtion end signata~r~

1 am the presidenk, another a~cer, or an authorized agent of the corparatian a mem~r or an authorized agent of the partnership; or

another fgdiv(dual serving as a representative pf the debtor €n this ease,

have examined the information in the documents oheaked below and I have a reasonable beileP that the information is true and correct:

Q Schedule A/B; Assets•Reat and persona! Property (Official ~om7 206AIB)

Schedule D: Creditors Who Msve Clafms Secured by Property S4~cial Form 206A)

❑ Schedule ~: Creditors Wha Hava Urrsscured Clafms {Offic6al Form 208E/F?

Q Schedule Q: Executory Contracts and UnexpJred Leases (Gifioial Farm 206G)

(~ Schedule H. Coddfrbtars (Official Form 20f>H)

Summary of Assets and Uabllitles for Non•tndrvFduels (Q~iciai dorm 206Sum}

❑ Amended Schedule

Chapter 19 ar Chapter 9 Cases, List of Cr~3ditors Who Nava the ZO ~.argast Unsecured Cl~lms and Are Not MsJders (O~ciai Farm 204J

(~ Qther dacument that requires a deciaratiQn

1 declare under penalty of perjury that the foregoinc,

Executed an ~~~~~~~MM/ODlYYYY

Offrcial Form 202 Declaration Under Penalty of PerJury far Non-I11t~IVlt~ltBl DQ~t0/'S Amtricon Le=al~at, ~~e.~$'n~kFlOkL~nm

Chief Financial OfficerPosition or refationsrifp to debtor

Case 16-12051 Doc 1 Filed 09/15/16 Page 15 of 19

IN THE UNITED STATES BANKRUPTCY COURTF(OR THE DISTRICT OF DELAWARE

In re: Chapter 11

DELIVERY AGENT, INC. et al.,' Case No. 16- (^)

Debtors. ~ Joint Administration Requested

CERTIFICATION CONCERNING CREDITOR MATRIX

Pursuant to Local Rule 1007-2 of the Local Rules of Bankruptcy Practice and Procedure

for the United States Bankruptcy Court for the District of Delaware, the Creditor° Matrix

submitted herewith, formatted in portable document format, containing the consolidated list of

creditors of the above-captioned Debtors, is true and correct and consistent with the Debtors'

books and records.

The information contained herein is based upon a review of the Debtors' books and

records. However, no comprehensive legal and/or factual investigations have been completed

with regard to any claims (or possible claims) of any of the parties set forth in the Creditor

MatNix or as to any defenses (or possible defenses) thereto. Therefore, the listing does not and

should not be deemed to constitute: (1) a waiver of any defense to any listed claims; (2) an

acknowledgement of the allawability of any listed claims; and/or (3) a waiver of any other right

or legal position of the Debtors.

~ The Debtors in these chapter 11 cases and the last four digits of each Debtor's U.S. tax identification number

are as follows: Delivery Agent, Inc. (8744), Musictoday, LLC (7995), Clean Fun Promotional Marketing, Inc.

(6635), and Shop the Shows, I,LC (n/a). The notice address for all of the Debtors is: 300 California Street, 3rd

Floor, San Francisco, California 94104.

Case 16-12051 Doc 1 Filed 09/15/16 Page 16 of 19

Debtor Name delivery Agent, Inc.

United States Bankruptcy Court /or the; __ District o~

Case number ~Nknown):

Official Form 2Q2

An individual wha is authorized to aat on behalf of a non-individuai detator, sueh as a corporation or partnership, must sign and submit

this fom► for the schedules of assets and Ilabllltfes, any other daaument thaf requires a declare#ion that fs net included in the document,and any amendments of Ehose documents. This farm must state the individual's Fst~sition or relationshipta the debtor, the identity of the

document, and the date. Bankruptcy ftuies 1008 and 9011.

WARNING •- Bankruptcy fraud is a serious crime. Making a fates statement, concealing property, ar obtaining money or property byfraud inconnection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or bath, 18 US.C. §§ 1 fit, 1341,

1519, and 3571,

Declaration and signature

am the president, another officer, or an authorized agent of the corporation; a member nr an authtirixed agent of the partnership; oranother individual serving as a representative of the debtor in this case,

i have examined the information in the documents checked below and i have a reasonable belief that the information is true and correct'

❑ Schedule A/8: Assets-Rea! and Personal Property (Official Form 206AlB)

❑ Schedule d: Creditors Who Nave Ctalms Secured by Properfy (O~cial Form 206D}

❑ Schedule E/F: Creditors Who Have Unsecured Claims (Offiiciai Form 206E/f}

❑ Schedule G: ~xecutary Contracts and Unexpired Leases (Official Form 206G)

Schedule H: Codebfors {O~ciai Farm 206H)

❑ Summary of Assets and Liabilities for Non-Individuals {Qificial Farm ~06Sum)

❑ Amended Schedule

Q Chapter 91 or Ghaptar 9 Cases: List of Creditors Who Have the 2p Largest unsecured Clams end Are Nat insiders (Official dorm 204)

gther document that requires a declaration Certification Gnncernin~Creditor Matrix

i declare under penalty of perjury that the foregoing

Executed on 9114/16 kMM/DD/YYYY

and

on

James Jeffrey Na~an___"Printed name

Chief Financial OfficerPosition or rsiatlanship to debtor ~~~~V_

Official Form 2Q2 Declaration Under Penalty of Perjury far Non-(ndividuai Debtors n~„er~~u~ i.eRn~~vR~, i~~~.t~~u_.r c,ms w1'stkL•

li~,uvu_._.

Case 16-12051 Doc 1 Filed 09/15/16 Page 17 of 19

IN THE UNITED STATES IiANKRIIPTCY CQURTF(}R TI3~ DISTRICT 9F DELAWARE

In re: Chapter 11

DELIVERY AGENT, INC.1 Case No. 16- O

Debtor. Joint Administration Requested

CORPORATE OWNERSHIP STATEMENT PURSUANT TO RULES 1Q07

AND 7007.1 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

In accordance with Rules 1007 and 7007.1 of the Federal Rules of Bankruptcy- Procedure,

the Debtors submit the following information:

D The following entity directly or indirectly owns 10% or more of any class of the

above-captioned Debtor's equity interests:

Name: Worldview Technology Partners and affiliatesAddress: c/o Peter Goettner, Director

101 S. Ellsworth Ave.Suite 401San Mateo, California 94401

❑ (Additional names are attached hereto)

❑ There are no entities that directly or indirectly own 10% or more of any class of

the Debtor's equity interest.

' The last four digits of Debtor's tax identification number are (8744), The Debtor's mailing address is: 300

California Streat, 3rd Floor, San Francisco; California 94104..

Case 16-12051 Doc 1 Filed 09/15/16 Page 18 of 19

Debtor Name Delivery Agent, ~f1C.

United States Bankruptcy Court far the: DlsUict of

Casa number ~uk,rown):

~~3i~~1~7~T1iy.~1~a

An individual who is authorlxed to act nn l~shalf of a nan•Md(vtd~l debtor, such as a corporation ar partrtetship, must sign acrd submit

thts farm for the schadules of assats and Iiabtlitles, any oihe~ doeumenEthat requires ~ declaration that is not Included i~ the document,

and any amendments of these documents. i'his fomr must stets the indtviduaPs position or retatio»ship to tha dabtae, th~a identlky of thedacum~nt, and the data, bankruptcy Rules 10U8 and 9011.

WARNING -- ~~nkruptcy fraud ~ a serious crime. Making a false statement, conceding properly, ar obtaining money or property by fraad f~onnnectlon with a bankruptcy case can result irr fleas up to $50D,000 gar imprlsonm~nt tar up to 20 years, nr bath. 18 U.S.C. §§ ib2, '1341,1515, and 3571.

~ecl~rattan end sig~atur~

arrt the president, another officer, ar an authorized agent of the cnrporaiion; a member ar an authorized agent of the partnership; oranother individual serving as e ►epresentative of the debtor in this case.

have examined the information in the documents checked t~elow aid I have a reasonable belief that the iniurmation fs true and ca~ect~

❑ Schedut~ A/8: Assets•Rea! and Personal Property {O~efal Form 206AlB}

❑ Schedule D: Credibrs Who Have Clsims Secured by PropeRy {Official Form 206D)

❑ Sahette+ts E1F: Ct~ditars Who Nave unsecured Claims (O~cial Form 206E/F)

❑ Schedule G: Executory Contracts and Unexptr~d Leases ((7tffaial Forth 206G~

Schedule H; Cadebtars (OfficlaE Farm 20GM)

❑ Summary ofRssets and LFab/iJtles for Non•lndivlduals (OHicia! Form 2065um)

❑ Amended SchedWe

Q Chapter 11 or Chapter 9 Cases: List of Gr~dllors Wha Have the Pg Largest Unseeur~d Claims and Arm Nof insiders (Official Form 204}

Other document that r~quiras a declaration COCpt3f~t~ OWt1BrShip StBtBCTlenf

declare under penalty of perjury that the foregoing

executed on 9/141 6 ~n~~ j aQ r mry on

James .feffrey hiac~n ~ __ _ _ _ __ _Printed name

Chief Financial OfficerPCslifon or retatlonshtp to debtor

Q~cial Form 242 beclaration Under Pertalry of AerJury far Non•111d3vidUt31 D~bt~rs amertua txsa~het, Inc,vnyw ~n~n iWatkFtpwrnm~

Case 16-12051 Doc 1 Filed 09/15/16 Page 19 of 19