for the district of delaware in re: ) chapter 11...

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) JUMIO, INC.,1 ) Case No. 16-10682 (BLS)

Debtor.

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)

Objection Deadline: May 25, 2016 at 4:00 p.m. Hearing Date: June 20, 2016 at 10:00 a.m.

APPLICATION OF OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS FOR ORDER, PURSUANT TO 11 U.S.C. §§ 328 AND 1103,

FED. R. BANKR. P. 2014, AND LOCAL RULE 2014-1, AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF PACHULSKI STANG ZIEHL & JONES LLP AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF

EQUITY SECURITY HOLDERS NUNC PRO TUNC TO APRIL 15, 2016

The Official Committee of Equity Security Holders (the “Committee”) of the

above-captioned debtor and debtor in possession (the “Debtor”) hereby submits its application

(the “Application”) for the entry of an order authorizing and approving the employment of

Pachulski Stang Ziehl & Jones LLP (“PSZJ” or the “Firm”) as co-counsel to the Committee in

connection with the Debtor’s chapter 11 case (the “Case”), nunc pro tunc to April 15, 2016,

pursuant to sections 328(a) and 1103(a) of title 11 of the United States Code (the “Bankruptcy

Code”), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and

Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the “Local Rules”). In support of the relief

sought in the Application, the Committee submits the Declaration of Laura Davis Jones, a

partner of the Firm (the “Jones Declaration”), attached hereto as Exhibit A and incorporated

1 The last four digits of the Debtor’s federal tax identification number are 6822. The Debtor’s corporate headquarters and the mailing address is 268 Lambert Avenue, Palo Alto, California 94306.

Case 16-10682-BLS Doc 210 Filed 05/11/16 of 9

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herein by reference. In further support of the Application, the Committee respectfully states as

follows:

Jurisdiction and Venue

1. This Court has jurisdiction over this Application pursuant to 28 U.S.C.

§§ 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

2. Venue of this proceeding and this Application is proper in this District

pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 328 and

1103 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1.

Background

4. On March 21, 2016 (the “Petition Date”), the Debtor filed a voluntary

petition with this Court under chapter 11 of the Bankruptcy Code. The Debtor is operating its

business and managing its properties as a debtor in possession pursuant to sections 1107(a) and

1108 of the Bankruptcy Code. No trustee or examiner has been appointed in this Case.

5. On April 15, 2016, the United States Trustee for Region 3 (the “U.S.

Trustee”) appointed the Committee to represent the interests of equity security holders in this

Case pursuant to section 1102 of the Bankruptcy Code. The members appointed to the

Committee are: (i) Buttonwood Alpha QP Fund LLC, (ii) Turner Investment Fund XI, LLC, (iii)

137 Ventures II, LP, (iv) Pinnacle Ventures Equity Fund II, L.P, and (v) Citi Ventures, Inc. The

Notice of Appointment of Committee of Equity Security Holders [Docket No. 132] was filed on

April 15, 2016. On May 4, 2016, Citi Ventures, Inc. resigned as a member of the Committee.


DOCS_DE:206740.3 47476/002 3

6. On April 15, 2016, the Committee held its initial meeting and, among

other things, voted to retain the Firm as its co-counsel, along with K&L Gates LLP, subject to

Court approval.

7. The Firm’s retention is requested as of April 15, 2016, as that is the date

the Committee first requested PSZJ to render legal services on behalf of the Committee, and the

Firm has been actively advising the Committee since that date.

8. The Firm has approximately 65 attorneys with a practice concentrated on

corporate reorganizations, bankruptcy, litigation and commercial matters. The Firm’s attorneys

have extensive experience representing creditors’ committees, debtors, creditors, trustees and

others in a wide variety of bankruptcy cases. Attorneys of the Firm have extensive experience

representing creditors’ committees in complex chapter 11 cases in this District and others,

including SFX Entertainment, Inc., Haggen Holdings, LLC, Signal International, Inc., The Great

Atlantic & Pacific Tea Company, Inc., Fresh & Easy Neighborhood Market, Inc., IPC

International Corporation, NEC Holdings Corp., Namco, LLC, LCI Holding Company, Inc.,

Back Yard Burgers, Inc., Contract Research Solutions, Inc., Coach Am Group Holdings Corp.,

SSI Group Holding Corp., CB Holding Corp. (Charlie Brown’s), and Palm Harbor Homes,

among others. Based on these facts, the Committee believes that the Firm is well-qualified to

render the services as described below.

Relief Requested

9. By this Application, the Committee respectfully requests that the Court

enter an order, substantially in the form annexed hereto as Exhibit B, pursuant to sections 328(a)

and 1103(a) of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1, authorizing

the Committee to employ and retain the Firm as its co-counsel in this Case. The Committee


DOCS_DE:206740.3 47476/002 4

seeks to retain the Firm nunc pro tunc to April 15, 2016 because the Firm began providing

services to the Committee as of such date. The Committee believes that such nunc pro tunc

retention is appropriate in this Case because the Committee required effective representation

prior to such time as a retention application could be submitted to the Court due to the exigencies

of this Case, and the Firm has been providing services to the Committee since April 15, 2016.

Services to be Rendered

10. Subject to further order of this Court, the Firm is expected to render,

among other services, the following services to the Committee as co-counsel with K&L Gates

LLP:

a. Assisting, advising and representing the Committee in its consultations with the Debtor regarding the administration of this Case;

b. Assisting, advising and representing the Committee with respect to the Debtor’s retention of professionals and advisors with respect to the Debtor’s business and this Case;

c. Assisting, advising and representing the Committee in analyzing

the Debtor’s assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings;

d. Assisting, advising and representing the Committee in any manner

relevant to reviewing and determining the Debtor’s rights and obligations under leases and other executory contracts;

e. Assisting, advising and representing the Committee in

investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the Debtor’s operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to this Case or to the formulation of a plan;

f. Assisting, advising and representing the Committee in connection

with any sale of the Debtor’s assets;


DOCS_DE:206740.3 47476/002 5

g. Assisting, advising and representing the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization;

h. Assisting, advising and representing the Committee in

understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee;

i. Assisting, advising and representing the Committee in the

evaluation of claims and on any litigation matters, including avoidance actions; and

j. Providing such other services to the Committee as may be

necessary in this Case.

No Adverse Interest and Disclosure of Connections

11. The Committee believes that PSZJ does not hold or represent any interest

that is adverse to the Committee and the Debtor’s estate and does not hold or represent any

interest adverse to and has no connection with the Committee, the Debtor, its creditors or any

party in interest herein in the matters upon which PSZJ is to be retained, except as set forth in the

Jones Declaration. Therefore, to the best of the Committee’s knowledge, PSZJ is a

“disinterested person” within the meaning of section 101(14) of the Bankruptcy Code.

12. Other than as set forth in the Jones Declaration, neither PSZJ nor any of its

attorneys has any connection with any party in interest, or their attorneys or accountants, in this

Case.

13. Except as provided in the Jones Declaration, to the best of the

Committee’s knowledge, neither PSZJ, nor any of its attorneys, holds or represents any interest

adverse to the Committee or the Debtor’s estate in the matters on which they are to be retained.

The Committee submits that its proposed employment of PSZJ is in the best interests of the

Committee and its members.


DOCS_DE:206740.3 47476/002 6

14. To the best of the Committee’s knowledge, and except as disclosed in the

Jones Declaration, PSZJ has had no other prior connection with the Debtor, its creditors or any

other party in interest. Upon information and belief, PSZJ does not hold or represent any interest

adverse to the Debtor’s estate, the Committee, or the creditors the Committee represents in the

matters upon which it has been and is to be engaged.

15. PSZJ represents many committees in other bankruptcy cases, the members

of which (together with other creditors of this Case) may be creditors of the Debtor. However,

PSZJ will not represent any members of those committees with respect to any claims that they

may have collectively or individually against the Debtor.

16. Similarly, PSZJ may represent, or may have represented, debtors,

creditors’ committees, or trustees in cases or proceedings against creditors of the Debtor that are

unrelated to this Case.

Professional Compensation

17. Subject to Court approval in accordance with section 330(a) of the

Bankruptcy Code and any applicable orders of this Court, compensation will be payable to PSZJ

on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred

by PSZJ. The current standard hourly rates for professionals and paralegals presently designated

to represent the Committee are:

(a) Partners/Counsel $550.00 to $1,195.00 per hour

(b) Associates $425.00 to 550.00 per hour

(c) Paralegals $295.00 to $325.00 per hour


DOCS_DE:206740.3 47476/002 7

18. The hourly rates set forth above are subject to periodic adjustments to

reflect economic and other conditions. Other attorneys and paralegals may from time to time

serve the Committee in connection with the matters described herein.

19. The hourly rates set forth above are PSZJ’s standard hourly rates for work

of this nature. These rates are set at a level designed to fairly compensate PSZJ for the work of

its attorneys and paralegals and to cover fixed and routine overhead expenses. It is PSZJ’s

policy to charge its clients in all areas of practice for all other out-of-pocket expenses incurred in

connection with the client’s case. The expenses charged to clients include, Court filing fees,

telephone and telecopier toll and other charges, mail and express mail charges, special or hand

delivery charges, document retrieval, photocopying and scanning charges, charges for mailing

supplies (including, without limitation, envelopes and labels) provided by PSZJ to outside

copying services for use in mass mailings, travel expenses, expenses for working meals,

computerized research, transcription costs, as well as non-ordinary overhead expenses such as

secretarial and other overtime. PSZJ will charge the Committee for these expenses in a manner

and at rates consistent with charges made generally to PSZJ’s other clients and within the

guidelines set forth in Local Bankruptcy Rule 2014-1, and all amendments and supplemental

standing orders of the Court. PSZJ believes that it is more appropriate to charge these expenses

to the clients incurring them than to increase the hourly rates and spread the expenses among all

clients.

20. Subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules,

the Local Rules, and further orders of this Court, such fees and expenses shall be payable by the

Debtor’s estate. Neither the Committee nor its members (or any of their representatives) are or

will be liable for fees or costs incurred by PSZJ in its representation of the Committee.


DOCS_DE:206740.3 47476/002 8

Notice

21. Notice of this Application has been given to the following parties: (a) the

Office of the United States Trustee; (b) counsel to the Debtor; (c) counsel to the DIP Lender; and

(d) the parties requesting notice pursuant to Bankruptcy Rule 2002. The Committee submits

that, in light of the nature of the relief requested, no other or further notice need be given.

No Prior Request

22. No previous application for the relief requested herein has been made to

this or any other court.

[Remainder of page intentionally left blank]




Debtor.

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)

Objection Deadline: May 25, 2016 at 4:00 p.m. Hearing Date: June 20, 2016 at 10:00 a.m.

NOTICE OF APPLICATION OF OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS FOR ORDER, PURSUANT TO 11 U.S.C. §§ 328 AND 1103,

FED. R. BANKR. P. 2014, AND LOCAL RULE 2014-1, AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF PACHULSKI STANG ZIEHL & JONES LLP AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF


To: (a) the Office of the United States Trustee; (b) counsel to the Debtor; (c) counsel DIP Lender; and (d) the parties requesting notice pursuant to Bankruptcy Rule 2002.

PLEASE TAKE NOTICE that on May 11, 2016, the Official Committee of

Equity Security Holders (the “Committee”) in the above-captioned chapter 11 case, filed the

Application of Official Committee of Equity Security Holders for Order, Pursuant to 11 U.S.C.

§§ 328 and 1103, Fed. R. Bankr. P. 2014, and Local Rule 2014-1, Authorizing and Approving

the Employment and Retention of Pachulski Stang Ziehl & Jones LLP as Co-Counsel to the

Official Committee of Equity Security Holders Nunc Pro Tunc to April 15, 2016 (the

“Application”) with the United States Bankruptcy Court for the District of Delaware, 824 Market

Street, Wilmington, Delaware 19801 (the “Bankruptcy Court”). A copy of the Application is

attached hereto.

1 The last four digits of the Debtor’s federal tax identification number are 6822. The Debtor’s corporate headquarters and the mailing address is 268 Lambert Avenue, Palo Alto, California 94306.

Case 16-10682-BLS Doc 210-1 Filed 05/11/16 Page 1 of 3

DOCS_DE:206740.3 47476/002 2

PLEASE TAKE FURTHER NOTICE that any response or objection to the

relief sought in the Application must be filed with the Bankruptcy Court on or before

May 25, 2016 at 4:00 p.m. prevailing Eastern Time.

PLEASE TAKE FURTHER NOTICE that at the same time, you must also

serve a copy of the response or objection upon: (a) proposed counsel for the Official Committee

of Equity Security Holders, (i) K&L Gates LLP, 10100 Santa Monica Blvd., 8th Floor, Los

Angeles, CA 90067, Attn: Michael B. Lubic, (ii) Pachulski Stang Ziehl & Jones LLP, 919 North

Market Street, 17th Floor, Wilmington, DE 19801, Attn: Laura Davis Jones, Esquire; (b) counsel

to the Debtor, Landis Rath & Cobb LLP, 919 Market Street, Suite 1800, P.O. Box 2087,

Wilmington, DE 19801, Attn: Adam G. Landis, Esquire; and (c) the Office of the United States

Trustee, 855 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: David

Buchbinder, Esquire.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

THE RELIEF SOUGHT IN THE APPLICATION WILL BE HELD ON JUNE 20, 2016 AT

10:00 A.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE BRENDAN L.

SHANNON, CHIEF UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES

BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET,

SIXTH FLOOR, COURTROOM NO. 1, WILMINGTON, DELAWARE 19801.


DOCS_DE:206740.3 47476/002 3

Dated: May 11, 2016 PACHULSKI STANG ZIEHL & JONES LLP

/s/ Peter J. Keane Laura Davis Jones (DE Bar No. 2436) Jeffrey N. Pomerantz (CA Bar No. 143717) Peter J. Keane (DE Bar No. 5503) 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected] [email protected]

[email protected]

Proposed Co-Counsel to the Official Committee of Equity Security Holders


Exhibit A

Jones Declaration


DOCS_DE:206740.3 47476/002



Debtor.

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)

DECLARATION OF LAURA DAVIS JONES IN SUPPORT OF APPLICATION OF OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS

FOR ORDER, PURSUANT TO 11 U.S.C. §§ 328 AND 1103, FED. R. BANKR. P. 2014, AND LOCAL RULE 2014-1, AUTHORIZING AND

APPROVING THE EMPLOYMENT AND RETENTION OF PACHULSKI STANG ZIEHL & JONES LLP AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF


I, LAURA DAVIS JONES, declare under penalty of perjury as follows:

1. I am a partner in the firm of Pachulski Stang Ziehl & Jones LLP (“PSZJ”

or the “Firm”), located at 919 North Market Street, 17th Floor, Wilmington, Delaware 19801,

and have been duly admitted to practice law in the state of Delaware and the United States

District Court for the District of Delaware, among other jurisdictions. I am authorized to submit

this declaration (the “Declaration”) in support of the Application of Official Committee of

Equity Security Holders for Order, Pursuant to 11 U.S.C. §§ 328 and 1103, Fed. R. Bankr. P.

2014, and Local Rule 2014-1, Authorizing and Approving the Employment and Retention of

Pachulski Stang Ziehl & Jones LLP as Co-Counsel to the Official Committee of Equity Security

Holders Nunc Pro Tunc to April 15, 2016 (the “Application”).2

1 The last four digits of the Debtor’s federal tax identification number are 6822. The Debtor’s corporate headquarters and the mailing address is 268 Lambert Avenue, Palo Alto, California 94306. 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.


DOCS_DE:206740.3 47476/002 2

2. Neither I, the Firm, nor any partner, of counsel, or associate thereof,

insofar as I have been able to ascertain, has any connection with the Debtor, its creditors or any

other parties in interest herein, their respective attorneys and accountants, the U.S. Trustee, or

any person employed in the office of the U.S. Trustee, except as set forth herein.

Disclosure of Connections

3. Section 1103(b) of the Bankruptcy Code does not incorporate the general

“disinterestedness” standard of section 327(a) of the Bankruptcy Code. However, Bankruptcy

Rule 2014 requires that an application for employment under section 1103 disclose all

connections with the Debtor, the estate, the professionals and the U.S. Trustee. The Firm,

therefore, discloses its known connections herein.

4. The Firm has made the following investigation of disinterestedness prior

to submitting this Declaration. The Firm has undertaken a full and thorough review of its

computer database, which contains the names of clients and other parties interested in particular

matters. The Firm requires all of its professionals, before accepting the representation of a new

client, or the representation of an existing client in a new matter, to perform a conflicts check

through the Firm’s database and to enter conflict information regarding new clients or new

matters into that database. Thus, a review of said computerized database should reveal any and

all actual or potential conflicts of interest with respect to any given representation. In particular,

an employee of the Firm, under my supervision, entered the names of the parties set forth on

Schedule 1 attached hereto in the Firm’s database with respect to the Firm’s conflict check in

this Case.

5. Further, PSZJ represented, represents, and in the future will likely

represent many committees in matters unrelated to the Debtor and this Case, whose members


DOCS_DE:206740.3 47476/002 3

may be creditors and/or committee members in this Case. The Firm, however, is not

representing any of those entities in this Case and will not represent any members of these

committees in any claims that they may have collectively or individually against the Debtor.

6. Based on the results of the Firm’s search of its database, it appears that

PSZJ does not hold or represent any interest adverse to and has no connection, subject to the

disclosures set forth below, with the Debtor herein, its creditors, the U.S. Trustee or any party in

interest herein in the matters upon which PSZJ is to be retained, and is a “disinterested person”

within the meaning of section 101(14) of the Bankruptcy Code. The Firm makes the following

disclosures:

(a) Andreessen Horowitz Fund II, L.P. (“Andreesen”) is listed as an equity holder of the Debtor. See Docket No. 62. The Firm previously represented an ad hoc investor group, including Andreesen Horowitz Fund III, L.P. (the “AH Fund”) with regard to certain investments in Quirky, Inc. and related affiliates (“Quirky”). The Firm also previously represented a special committee of the board of Quirky (the “Special Committee”), which included a representation of the AH Fund. Quirky filed chapter 11 cases on September 22, 2015, and such cases are pending in the United States Bankruptcy Court for the Southern District of New York, captioned In re Quirky, Inc., et al., Case No. 15-12597 (MG) (the “Quirky Cases”). The Firm’s representation of the AH Fund and the Special Committee concluded upon the commencement of the Quirky Cases. The Quirky Cases are wholly unrelated to the Debtor’s Case.

(b) Ernst & Young LLP is listed as a professional of the Debtor. The Firm currently serves as Delaware counsel to Ernst & Young, Inc. in its capacity as court-appointed monitor of Essar Steel Algoma Inc. and certain of its affiliates (collectively, “Essar”), in proceedings under Canada’s Companies’ Creditors Arrangement Act pending before the Ontario Superior Court of Justice (Commercial List), in connection with Essar’s chapter 15 cases pending in the United States Bankruptcy Court for the District of Delaware, captioned In Essar Steel Algoma, Inc., et al, Case No. 15-12271 (BLS) (the “Essar Cases”). The Essar Cases are wholly unrelated to the Debtor’s Case.

(c) Prior to the appointment of the Committee, on or about March 21, 2016, the Firm was engaged to represent 137 Ventures II, LP (“137 Ventures”), and Pinnacle Ventures Equity Fund II, L.P. (“Pinnacle”), Pinnacle


DOCS_DE:206740.3 47476/002 4

Ventures Equity Fund II-O, L.P., Pinnacle Ventures Debt Fund III, L.P., Pinnacle Ventures Debt Fund III-A, L.P., and PVDF III - Legacy Holdings, L.P. (together, the “Ad Hoc Equity Committee”) in connection with this Case. 137 Ventures and Pinnacle were selected as members of the Committee and, upon such selection, the Committee retained the Firm, along with K&L Gates LLP, as co-counsel to the Committee. The Firm’s representation of the members of the Ad Hoc Equity Committee terminated upon the date of the Firm’s retention by the Committee.

7. PSZJ and certain of its partners, of counsel, and associates represented,

represent and in the future will likely represent creditors of the Debtor in connection with

matters unrelated to the Debtor and this Case. At this time, the Firm is not aware of any such

representations except as noted herein. If the Firm identifies any further such representations,

the Firm shall make further disclosures as may be appropriate at that time.

8. The Firm has represented, represents, and in the future will likely

represent debtors and creditors committees in cases unrelated to the Debtor and this Case

wherein one or more of the firms representing the Debtor or other parties-in-interest serve as or

will serve as professionals.

9. PSZJ is a “disinterested person” as that term is defined in section 101(14)

of the Bankruptcy Code in that the Firm, its partners, of counsel and associates:

(a) are not creditors, equity security holders or insiders of the Debtor;

(b) are not and were not, within two (2) years before the Petition Date, a

director, officer, or employee of the Debtor; and

(c) do not have an interest materially adverse to the interests of the Debtor’s

estate or of any class of creditors or equity security holders, by reason of any direct or indirect

relationship to, connection with, or interest in, the Debtor, or for any other reason, except as

disclosed herein.


DOCS_DE:206740.3 47476/002 5

Compensation

10. The Firm has received no retainer from the Debtor or the Committee, nor

has the Firm received any payment or promise of payment, during the one-year period prior to

the Petition Date. No compensation has been paid or promised to be paid from a source other

than the Debtor’s estate in this Case. No promises have been received by the Firm nor by any

partners, of counsel or associate thereof as to compensation in connection with this Case other

than in accordance with the provisions of the Bankruptcy Code. The Firm has no agreement

with any other entity to share with such entity any compensation received by the Firm in

connection with this Case, except among the partners, of counsel, and associates of the Firm.

Neither the Committee nor its members (or any of their representatives) are or will be liable for

fees or costs incurred by the Firm in its representation of the Committee.

11. Subject to Court approval in accordance with section 330(a) of the

Bankruptcy Code and any applicable orders of this Court, compensation will be payable to

PSZJ on an hourly basis, plus reimbursement of actual, necessary expenses and other charges

incurred by PSZJ. The current standard hourly rates for professionals and paralegals presently

designated to represent the Committee are:

(a) Partners/Counsel $550.00 to $1,195.00 per hour

(b) Associates $425.00 to $550.00 per hour

(c) Paralegals $295.00 to $325.00 per hour

12. The hourly rates set forth above are the Firm’s standard hourly rates for

work of this nature, which are subject to adjustment from time to time. These rates are set at a

level designed to fairly compensate the Firm for the work of its attorneys and paralegals and to

cover fixed and routine overhead expenses. These rates are subject to periodic adjustments to


DOCS_DE:206740.3 47476/002 6

reflect economic and other conditions. Other attorneys and paralegals may from time to time

serve the Committee in connection with the matters described herein, and the Firm will charge its

standard hourly rates for their services. It is the Firm’s policy to charge its clients in all areas of

practice for all other out-of-pocket expenses incurred in connection with the client’s case. The

expenses charged to clients include, court filing fees, telephone and telecopier toll and other

charges, mail and express mail charges, special or hand delivery charges, document retrieval,

photocopying and scanning charges, charges for mailing supplies (including, without limitation,

envelopes and labels) provided by the Firm to outside copying services for use in mass mailings,

travel expenses, expenses for working meals, computerized research, transcription costs, as well

as non-ordinary overhead expenses such as secretarial and other overtime. The Firm will charge

the Committee for these expenses in a manner and at rates consistent with charges made

generally to the Firm’s other clients and in accordance with the guidelines set forth in Local

Bankruptcy Rule 2014-1, and all amendments and supplemental standing orders of the Court.

The Firm believes that it is more appropriate to charge these expenses to the clients incurring

them than to increase the hourly rates and spread the expenses among all clients.

13. Subject to Court approval, the Committee may seek to retain various

professionals during the pendency of this Case. PSZJ intends to work closely with all

professionals retained by the Committee to ensure that there is no unnecessary duplication of

services performed or charged to the Debtor’s estate.


DOCS_DE:206740.3 47476/002 7

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct.

Dated: May 11, 2016 /s/ Laura Davis Jones Laura Davis Jones


DOCS_DE:206740.3 47476/002

SCHEDULE 1


{1086.001‐W0041183.}

POTENTIAL PARTIES IN INTEREST LIST1

Debtor

Jumio Inc. Non-Debtor Subsidiaries/Affiliates

Jumio Software Development GmbH Jumio Holdings Jumio Ireland

Goyanka Technologies Private Limited Jumio India Private Limited

Officers & Directors/Members of Advisory Board

Stephen Stuut Wendy Hsu Robert E. Prigge James Cook Alexey Grubauer Christian Schwaiger Philipp Pointer Scott Weiss Eduardo Saverin Ramneek Gupta Peng T. Ong Zain Khan Thomas Jungreithmeir Mark Britto Bret King Grant Lyon

Former Officers & Directors

Chad Starkey Thomas Kastenhofer Daniel Mattes

20 Largest Unsecured Creditors

Salesforce.com, Inc. TINDERBOX CMS Reich-Rohrwig Hainz INTELLIGENT ENVIRONMENTS EUROPE LinkedIn UBM Information Ltd SkyParlour Ltd theflow.cc Morgan Lewis Law Equinox Fitness Clubs Money2020, LLC CyberSource Corporation

Marketo, Inc. INFORMATION SECURITY MEDIA GROUP CORP

HIXSON NAGATANI JOBVITE INC. DOTTED LINE COMMUNICATIONS, LLC 15Five, Inc. RETAIL KNOWLEDGE BambooHR, LLC

1 The names of the Debtor’s customers have been omitted from this exhibit due to the proprietary and commercially sensitive nature of such information.


{1086.001‐W0041183.} 2

Banks

Silicon Valley Bank Technology Credit Union Intuit Inc. QuickBook Payments

Landlords

Lambert Street Associates I2 Office CEO Suites, Inc.

Professionals

Sagent Advisors, LLC Ernst & Young LLP Wilmer Cutler Pickering Hale and Dorr LLP Landis Rath & Cobb LLP

Joele Frank Wilkinson Brimmer Katcher

Cooley LLP

Investors/Noteholders

Eduardo Saverin Andreessen Horowitz Citi Ventures Andreessen Horowitz Fund II, L.P.

Litigation Parties (not otherwise listed herein)

Oliver Herning

Taxing Authorities

State of California Franchise Tax Board County of Santa Clara SCC Tax Collector California Secretary of State State of Delaware, Division of Corporations Her Majesty’s Revenue and Customs (HMRC) Cumbernauld

Equity Security Holders

137 Ventures II, LP Evers Invest AB AH Annex Fund, L.P. Bjorn Evers AH Parallel Fund, L.P. Gregor Famira Allure Investments LP Veronika Famira Amberbrook VI, LLC Frederick Lionel Bronstein Ampalu Investment GmbH Attila Gergely Andreesesen Horowitz Fund II, L.P. Patrick Griffin Ankit Goyanka Alexey Grubauer ARTAR International Limited J Tech Holdings, LLC Marc Barach Jacqueline Fox William Barkow James Eli Bronstein


{1086.001‐W0041183.} 3

Andreas Baumann Thomas Jungreithmeir Benedikt Sagl Helmut Juskewycz Bernd Bindreiter Thomas Kastenhofer Bernd Schmidleitner Vivek Kaul John Bivona Thomas Krump Bloso Investments Ltd. KTI Privatstiftung Bronstein Ventures, LLC Maarten Linthorst Frederick Bronstein Markus Flandorfer Buttonwood Alpha Fund LLC Matthias Schillhuber Buttonwood Alpha QP Fund LLC Helmut Maurerbaur Christine Caridi Frank Mazzola Celadon Technology Fund II, LLC Paul McCabe Charles Peter Bronstein Makkagold International Limited Chasm Capital Fund Management, LLC Mysore Investments Ltd. Alexander Chew Michael Orlando Chokhawala Family Trust Peng Tsin Ong, Trustee of Red Dot Trust

Dated 10/7/2004 Citi Ventures, Inc. Johann Penzenstadler Citizen. VC LLC Pinnacle Ventures Debt Fund III, L.P. Suzanne Cohn Pinnacle Ventures Debt Fund III-A, L.P. Joseph Dempsey Pinnacle Ventures Equity Fund II, L.P. Susan Diamond Pinnacle Ventures Equity Fund II-O, L.P. Emilio Disanluciana Prima Capital Group Martin Ehrnhoefer PVDF III-Legacy Holdings, L.P. Eduardo Saverin Philipp Rakuschan Liber Argentum Associates, LLC Reinhard Hochrieser Markus Rumler Robert Oswald Samirana Investment Corp. Sharespost 100 Fund Shurz Investment and Consulting GmbH Sonny Singh Jasminder Singh Stephan Skrobar Steven Soler Chad Starkey Byung Gon Sung TIBCO Software Inc. TJP Advisory & Management Svcs GmbH Turner Investment Fund XI, LLC Klaus Unger Thomas Willomitzer Bettina Winters

Contract Parties/Vendors/Other Parties In Interest

Aaron Gusky JCT ASSOCIATES LTD Accretive Solutions, Inc. Jeffrey Land ACUANT Jennifer Snyder AFCO JMT Indisplay Ltd. AIA JOBVITE INC. Airline Information Group Inc. John McIntosh AIRWAYS FREIGHT CORP John Merlesena


{1086.001‐W0041183.} 4

AKASH GODHANIA Johnson Ha Alex Chew Jumio GmbH ALEX SCOTT JUMP START TECHNOLOGY, INC. Alexander Roxon Kara Reiben ALI HASSAN KAREN TREIGER AMBERJACKB2B Kasey Nemelka American Express Kastenhofer, Thomas AMEX Corporate Kay Jin Yatim Ana-Maria Leonte Kevin Mira Angie Edge Kian Malek Anies Khan Kunal Patel Anthem Blue Cross Lambert Street Associates Anthony Lanham LELAND WASHINGTON AON Risk Services LENDIT CONFERENCE LLC Apple Store Liza Cuevas Armanino LSA GLOBAL ASTRID PONS LUKE DONOVAN AVANTI TRAVELCARE MALTA I GAMING SEMINAR AXA PPP HEALTHCARE Mansoor Qureshi Baker & McKenzie, LLP Marc Barach BambooHR, LLC MARIA ALEXANDRA CIUCU Ben Drew Marissa Roggasch Berkeley Catering Limited Mark Wert

Bettersource MARKETERA LTD. LIABILITY COMPANY C/O Nathan J. Brauer

BLUE FRONTIER IT LTD Marketo, Inc. BMS Sales Specialists LLP Mattes, Daniel BPM CPA MCN ASSOCIATES LIMITED Brandon McFarlane MELLEMA ADVOCATEN Brennan Boyajian MERRILL COMMUNICATIONS LLC BRIAN HOOPER METLIFE - GROUP BENEFITS BRIAN O'CONNOR Michael Kent Bullet London Ltd Michael Tooley CALIBRE ONE INC Michelle Whiteford CALVIN CHENG Mikalai Drabovich Carlos Hermosillo Mike Cosby Catherine Hickey MIRADOR DIGITAL CENTAUR COMMUNICATIONS LTD ML Movers CEO Suites, Inc. MONSTER WORLDWIDE LIMITED U.K. Charactell Morgan Lewis Law Charles Teal MOTHER TONGUE LIMITED


{1086.001‐W0041183.} 5

Chayne Shaetzle MY GUIDES LTD Cheryl Manalo NCS COMMERCIAL RECOVERY LLC CHRISTABEL MOPAS NETLINE CORPORATION Christel Marioni NetWorld Media CHRISTOPHER JOSEPH CLOWER Nicholas Key CIRCDATA LTD nRelate CIRRUSPATH, INC. NUFFIELD HEALTH WELLBEING City of Palo Alto Oliver Herning Clarion Events Ltd OUTSTANDING GIRLS ClearSlide, Inc. Pageant Gaming Media Limited CLEARSTONE INC. Paychex EIB CMS Reich-Rohrwig Hainz Paychex Inc. Colorado State Treasurer PHOCUSWRIGHT INC COMCAST Plant Manning COMPARE AND SHARE LIMITED Polaris Building Maintenance, Inc. Contentive ProExhibits COOLEY LLP Public Storage COSTCO Wholesale QUEENSBENCH Council of the Better Business Bureaus QuickBooks Payments CyberSource Corporation RABBIT OFFICE AUTOMATION DANIELLE TOCCI RAO WU David Pope REDACTIVE PUBLISHING LIMITED DB Systems Redwood Pensions LLC DE LAGE LANDEN FINANCIAL SERVICES, INC.

Retail Knowledge

Dean Ellico RING CENTRAL DECHERT LLP RING CENTRAL UK DELOITTE TAX LLP Rob Rojanasathit Deluxe Business Checks ROBERT HALF MANAGEMENT RESOURCES DIGITAL GURUS RECRUITMENT LTD ROI Targets DIRECT GROUP LIMITED Ronan Potter DONNA TO RONI RAULWING DOT MEDIA LTD rPEOPLE STAFFING Dotted Line Communications, LLC RUCHI MALANI Dovetail Rumler, Markus DUTCH TAX AUTHORITY RUPERT MCDONNELL DWA Salesforce.com, Inc. Eagle Management Group Samantha Dang easyFairs Iberia, S.L. SCC Tax Collector EDITIALIS S.A..S Secretary of State ELITE SEM SHELL-CLAD


{1086.001‐W0041183.} 6

ELS SOLICITORS LTD SHRED-IT USA - SAN FRANCISCO Emily Ann Silicon Valley Bank Emily Clark SIMON WINCHESTER EMMA BAKER SkyParlour Ltd EMMANOUIL MAVRIKOS SMARTe EMPLOYMENT CONTRACTOR SERVICES INC

SourceMedia, LLC

Equinox Fitness Clubs SPARROW MEDIA INC ERVINNA L MOK SPMB Eva Caldo Squarelight Everett Kowalski ST. PAUL'S CATHEDRAL ENTERPRISES Evers Consulting AB STAPLES ADVANTAGE Evgeny Zatepyakin State Bar of California EWorld STATE OF NEW JERSEY EXCEL LONDON - LIEC PLC STEPHEN U STUUT Eyeful Presentations Ltd STERLING BACKCHECK FC Business Intelligence Ltd SUNBORN GIBRALTAR RESORT LIMITED Fiber Internet Center SYSOMOS FIERCEMARKETS, INC. T-Mobile FINE YACHTING T-Mobile D Finextra TECH FORGE MEDIA LTD FLIGHT CENTRE UK LTD TENANT REFERENCING UK Frank Marques The Bike Doctor FRIDGEHIRE THE DON RESTAURANT Future Communications Management Inc. The Freeman Company (UK) Ltd. G3 Communications The Global Recruiter Ga-Type THE NIELSEN COMPANY LLC GAMBLING COMPLIANCE The Paypers German Lopez The Robots GES theflow.cc Giuseppa Tartamella TIAGO CABRITA

GOWITHTHEFLOW TIMETRIC (FINANCIAL NEWS PUBLISHING LTD)

GOYANKA TECHNOLOGIES (P) LTD TINDERBOX Guillaume Adjassin Toyota Financial HARBOUR & JONES LTD TRANSAMERICA EMPLOYEE BENEFITS

Hartford Ins. Co. TRANSPERFECT DOCUMENT MANAGEMENT INC.

Henry Gray TRAVEL WEEKLY GROUP LTD HIXSON NAGATANI TRAVELMOLE LIMITED LLC HYLITE MARKETING INC. TRUE INFLUENCE LLC


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Hyperion Systems Ltd. UBM Information Ltd i2 Office UK Payroll IAMTN United States Treasury iGaming Business UNUM INDEX GROUP LTD UPDATE INC. INFOANALYTICA INC. VALENTINA MAFFEI INFORMATION SECURITY MEDIA GROUP CORP

VALLEYMEDIA INC

Ingrid Pinheiro VCORP SERVICES, LLC INITIAL REWARDS VISION SERVICE PLAN - (CA) InsideView Technologies, Inc. VIZEAT LTD INTELLIGENT ENVIRONMENTS EUROPE

Washington State Dept Revenue

Jack Wheeler WENDY HSU James Arballo WilmerHale JAMES COOK Xcel Search Group, Inc. James Fletcher XEROX FINANCE - UK Jason Gloege YASEMIN GUNAL Digitalx CC USA, LLC Etihad Airways Global Capital Udemy Global Kapital Pathway Management Services International Multi-Media Systems Limited

Employees

Emily Ann Alexander Chew James Cook Samantha Dang Angie Edge Richard (Dean) Ellico Ulrich Gloege Jr. (Jason) Johnson Huy Ha Wendy Hsu Kevin Kelly Frank Marques Brandon McFarlane Kevin Mira Ervinna Mok Christabel Mopas Linda Muiru Kasey Nemelka Brian O’Connor Jake Orlando Kunal Patel Nancy Phung Robert Prigge Piya Rojanasathit (Rob) Michelle Schofield Jennifer Snyder Stephen Stuut Charles Teal Danielle Tocci Michael Tooley Karen Treiger Leland Washington Mark Wert Rao Wu Emma Baker Eva Calado Ben Drew Ali Hassan Catherine Hickey


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Anies Khan Ana-Maria Leonte Christel Marioni Emmanouil Mavrikos Rupert McDonnell John McIntosh Michelle Whiteford Simon Winchester Gregory Levene David Guira

Former Employees

Guillaume Adjassin Thomas Cooke Svetlana Barboza James Fletcher Akash Godhania Daniel Hinden Mike Howarth Michael Kent Luke Merry Kevin Paiser David Pope Ronan Potter Mansoor Qureshi Alexander Roxon Pieter Stal Hollie Stephens Giuseppa Tartamella Jack Wheeler Lisa Aguilar James Arballo Marc Barach Brennan Boyajian Michael Breitlow Marta Bright Rachelle Cadena Calvin Cheng Smitha Chinapaganahalli Elizabeth Cuevas Sara Denham Bradley Dickinson Emilio DiSanluciano Mikalai Drabovich Thomas Foley Miguel Francisco Alyssa Gapuz Andrew Goldberg Henry Gray Patrick Griffin Aaron Gusky Oliver Herning Brian Hooper Amy Hu Kristian Ipsen Ryan Ivers Vivek Kaul Nicholas Key Everett Kowalski Cynthia Lam Jeffrey Land Ruchi Malani Kian Maleksalehi Cheryl Manalo Ryan Mendez John Merleseena Jordan Montarbo Ping-Wen Ong Michael Orlando Sunny Pate Ingrid Pinheiro Kara Rieben Marissa Roggasch Thomas Rutledge Kenneth Sass Chayne Schaetzle Jasminder Singh Francis Soriano Chad Starkey Donna To Klaus Voltmer Kimberlee Weber Alan Wiesenburger Michael Wyrzykowski Kay Jin Yatim Michael Cosby Anthony Lanham Stephan Breitrainer Stefanie Haunschmied Thomas Kastenhofer


{1086.001‐W0041183.} 9

Hunor Szabo Jasmin Basic Cihan Comlek Georgi Danov Nicole Drexler Kristof Feiszt Marius Calin Grama Rudolf Groetz Adam Hegedus-Martin Kominik Kukacka Markus Langer Daniel Mattes Andreas Meingast Ulrike Meyer Stephan Niklas Michael Opitz Hao Tri Pham Petra Praznik Cristina Racu Sebastian Rosensteiner Markus Rumler Benedikt Sagl Andy Tang Sohail Aazem Manju Ahlawat Rizwana Akhtar Jitendra Ameta Mohammed Azhar Charu Bogora Satynarayan Bairagi Gajendra Bhati Virendra Bhatt Rahul Chanwariya Lokesh Chaturvedi Lovish Chhared Dipit Choubisa Hemant Choubisa Rupesh Choubisa Hemant Chouhan Mahesh Chouhan Durgesh Dangi Harish Dangi Prakash Dangi Bhupendra Darji Ray Devera Kailash Giri Anubhav Goswami Bharat Jain Chirag Jain Kapil Jain Lalit Jat Neetu Jat Narendra Joshi Joshi Rishabh Kachhara Vikram Kanawat Kuldeep Kaur Juned Khan Neha Khatik Praveen Khatik Sunil Khatik Vinod Khatik Abhishek Kumar Prince Kumar Arvind Kumawat Umesh Kumawat Dilip Lohar Hemant Lohar Govind Mali Mohammed Mansuri Pankaj Meena Jagdish Meghwal Dinesh Menaria Lalit Menaria Umesh Menariya Palkit Nagori Shivani Nandwana Vijay Ojha Ajay Paliwal Nilesh Paliwal Parwej Pathan Rajendra Pushkarna Hitesh Rajoria Karan Rajput Sumer Ranawat Archana Rao Kushal Rathore Madhu Rathore Raj Pratap Rathore Tejpal Rathore Bhupendra Rayakwal Dilshad Rizvi Ritika Sadhwani


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Rajendra Salvi Kuldeep Sankhla Sumit Sen Akshay Sharma Amar Sharma Arjun Sharma Dhananjay Sarma Durgesh Sharma Gaurav Sharma Geetanjali Sharma Madan Lal Sharma Padam Sharma Pankaj Sharma Pawan Sharma Pooja Sharma Rajat Sharma Vinod Sharma Bhavin Shrimali Sapana Shrimali Balwant Singh Jagdeep Singh Lakhwindra Singh Rana Singh Surendra Singh Garima Siroya Vikram Sisodiya Ashwani Suhalka Manisha Tanwani Deepak Teli Harish Tiwari Murli Vairagi Deekshant Vaishnav Shalini Verma Bhupendra Yadav Mithun Adhikari Ajay Ajay Sayyed Ali Shahid Ali Shahnawaz Ali Mohammad Ansari Himanshi Arora Manish Avasthi Mohammad Baluri Utsah Banerjee Kashish Bhardwaj Visha Bhatra Dhiraj Bhatt Rakesh Boyat Ravi Bunker Tirupati Chahar Yadvendra Charan Vinay Chauhan Mukesh Chopra Manvendra Choudhary Rahul Choudhary Mahendra Chouhan Rajesh Dara Rajendra Deshwar Ashok Dotan Faisal Faheem Khalid Fasih Hitesh Gangwal Vimal Gautam Abhinav Gothania Pravendra Goyal Anuj Gulpadiya Arpit Gupta Rajat Gupta Ashvin Gurjar Balaram Gurjar Nitesh Gurnanai Roma Hiranandani Tara Indoria Anuj Jain Vikas Jain Aashish Jangid Ankur Jangid Mukesh Jangid Rjendra Jangid Subhash Jangid Sumit Jangid Vikas Jangid Nirmal Jat Ashish Jayanani Manoj Kyotishi Shubham Katta Narinder Kaur Firoz Khan Irfan Khan Salman Khan Sameer Khan Madhuvan Khatana


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Keshav Khatri Kuldeep Khatri Amit Khilari Arun Kumar Arvind Kumar Mahendra Kumar Manish Kumar Pramendra Kumar Pramod Kumar Rahul Kumar Rajeev Kumar Rohit Kumar Satyendra Kumar Chandni Kumari Arvind Kumawat Lokesh Kumawat Mukesh Kumawat Rajesh Kumawat Amit Ladhani Rinku Lakhera Ashok Lalwani Yogesh Manwani Gaurav Mathur Jeetu Mathur Kanika Mathur Paresh Mewara Rakesh Mewara Ankita Mishra Divya Mishra Raghuveer Nagar Nirmal Nainpuria Sandeep Nama Kritesh Nirmal Rajat Pareek Nand Pingoliya Surendra Prakash Manoj Prasad Puranmal Puranmal Mohd Qureshi Vijaypa Rajawat Avinash Rajoria Manmohan Rajpoot Karan Rathariya Mahendra Rathore Raghuveer Rathore Ramesh Rathore Ravindra Rathore Sanjay Sadhwani Manish Sain Priyanka Sain Sunil Sain Deepak Saini Komal Saini Rohit Saini Vishnu Saini Yogesh Saini Gaurav Saxena Tarun Setiya Manoj Sewda Abhilash Sharma Anmol Sharma Babita Sharma Bharat Sharma Devendra Sharma Dimple Sharma Dinesh Sharma Govind Sharma Lokesh Sharma Nakul Sharma Pankaj Sharma Vijay Sharma Vinod Sheketkar Arvind Shekhawat Arjun Singh Basant Singh Jorawar Singh Karmvir Singh Kumher Singh Nand Singh Prem Singh PrithviRaj Singh Rajendra Singh Sudheer Singh Vaibhav Singh Vijay Singh Deepak Soni Rajan Soni Ravi Soni Abhishek Sugandha Manoj Swami Rahul Swami Vikas Tank


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Kuldeep Tanwar Jitten Tewani Yuvraj Udawat Mahendra Umaraya Mohit Vashishtha Dinesh Verma Dinesh Vishwkarma Pradeep Yadav Rahul Yadav Sandeep Yadav Sharvan Bansal Martin Ehrnhoefer Markus Flandorfer Sonja Klausburg David Loidolt Andreas Nagy Vikrant Pahadia Fadi Rafik Deborah Renteria Markus Spika Jean St-Laurent Harish Tiwari

United States Trustee, Judges and Court Contacts for the District of Delaware

(and Key Staff Members)

US Trustee and Staff: T. Patrick Tinker Lauren Attix David Buchbinder Shakima L. Dortch Timothy J. Fox, Jr. Diane Giordano Christine Green Benjamin Hackman Jeffrey Heck Mark Kenney Jane Leamy James R. O’Malley Michael Panacio Tiiara Patton Juliet Sarkessian Richard Schepacarter Ramona Vinson Michael West Dion Wynn Linda Casey

Judges and Staff: Honorable Kevin J. Carey Honorable Brendan L. Shannon Honorable Christopher S. Sontchi Honorable Mary F. Walrath Honorable Laurie S. Silverstein Honorable Kevin Gross Laura Haney Sherry Scaruzzi Donna Grottini Nancy Hunt Jill Walker Rachel Bello Cheryl Szymanski Danielle Gadson Catherine Farrell Laurie Capp Lora Johnson Cacia Batts Janet Moore Rachel Werkheiser

Natalie Cox Hannah M. McCollum Holly Dice Edith A. Serrano David Gerardi Karen Starr

Governmental Entities Alabama Department of Revenue Montana Department of Revenue Arkansas Department of Finance and Administration

North Carolina Department of Revenue

Arizona Department of Revenue Nebraska Department of Revenue


{1086.001‐W0041183.} 13

California Board of Equalization (Sales and Use Tax)

New Jersey Department of Treasury

Colorado Department of Revenue Nevada Department of Taxation

Connecticut Department of Revenue New York Department of Taxation and Finance

Delaware Division of Revenue Ohio Department of Taxation Florida Department of Revenue Oregon Department of Revenue Georgia Department of Revenue Pennsylvania Department of Revenue Iowa Department of Revenue Revenu Quebec Illinois Department of Revenue South Carolina Department of Revenue Indiana Department of Revenue South Dakota Department of Revenue Massachusetts Department of Revenue Texas Comptroller Maryland Office of the Comptroller Utah Tax Commission Michigan Department of Treasury Virginia Department of Taxation Minnesota Department of Revenue Wisconsin Department of Revenue Missouri Department of Revenue Securities and Exchange Commission Internal Revenue Service United States Department of Justice


DOCS_DE:206740.3 47476/002

Exhibit B

Proposed Order


DOCS_DE:206740.3 47476/002



Debtor.

)))

) Re: Docket No. ______

ORDER AUTHORIZING AND APPROVING THE RETENTION OF PACHULSKI STANG ZIEHL & JONES LLP AS CO-COUNSEL TO THE OFFICIAL COMMITTEE

OF EQUITY SECURITY HOLDERS, NUNC PRO TUNC TO APRIL 15, 2016

Upon consideration of the Application of Official Committee of Equity Security

Holders for Order, Pursuant to 11 U.S.C. §§ 328 and 1103, Fed. R. Bankr. P. 2014, and Local

Rule 2014-1, Authorizing and Approving the Employment and Retention of Pachulski Stang Ziehl

& Jones LLP as Co-Counsel to the Official Committee of Equity Security Holders Nunc Pro

Tunc to April 15, 2016 (the “Application”);2 and upon the Declaration of Laura Davis Jones filed

in support of the Application; and the Court having jurisdiction to consider the Application and

the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and this matter being a core

proceeding pursuant to 28 U.S.C. § 157(b)(2); and venue being proper in this District pursuant to

28 U.S.C. §§ 1408 and 1409; and it appearing that the relief requested in the Application is in the

best interests of the Debtor’s estate, its creditors and other parties-in-interest; and the Committee

having provided adequate and appropriate notice of the Application under the circumstances; and

after due deliberation and good and sufficient cause appearing therefor; and it appearing to the

Court that the Application should be approved,

1 The last four digits of the Debtor’s federal tax identification number are 6822. The Debtor’s corporate headquarters and the mailing address is 268 Lambert Avenue, Palo Alto, California 94306. 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application or Jones Declaration.


DOCS_DE:206740.3 47476/002 2

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED, as set forth herein.

2. The Committee is hereby authorized to retain and employ PSZJ as co-

counsel to the Committee pursuant to sections 328(a) and 1103(a) of the Bankruptcy Code,

Bankruptcy Rule 2014, and Local Rule 2014-1, nunc pro tunc to April 15, 2016.

3. PSZJ shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtor’s Case in compliance with

the applicable provisions of the Bankruptcy Code, including section 330 of the Bankruptcy

Code, the Bankruptcy Rules, and any applicable procedures and orders of this Court.

4. PSZJ is authorized to render professional services to the Committee as

described in the Application.

5. The Committee and PSZJ are authorized and empowered to take all

actions necessary to implement the relief granted in this Order.

6. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

7. This Court shall retain jurisdiction with respect to all matters arising from

or related to the implementation of this Order.

Dated: ______________________, 2016 _________________________________ The Honorable Brendan L. Shannon Chief United States Bankruptcy Judge


for the district of delaware in re: ) chapter 11...

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