in the united states bankruptcy court for the …omnimgt.com/cmsvol2/pub_47225/652026_94.pdf · of...

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: )

) Dextera Surgical Inc., )

) Debtor.' )

)

Chapter 11

Case No. 17-12913 (KJC)

Hearing Date: January 24, 2018 at 2:00 p.m. (EST)

Objection Deadline: January 17, 2018 at 4:00 p.m. (EST)

DEBTOR'S APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING (I) THE EMPLOYMENT AND RETENTION OF JMP SECURITIES LLC

AS INVESTMENT BANKER TO THE DEBTOR NUNC PRO TUNC

TO THE PETITION DATE AND (II) A WAIVER OF COMPLIANCE WITH CERTAIN REQUIREMENTS OF LOCAL RULE 2016-2

The above-captioned debtor and debtor-in-possession (the "Debtor") hereby submits this

application (the "Application") for entry of an order, substantially in the form attached hereto as

Exhibit A (the "Proposed Order"), authorizing the employment and retention of JMP Securities

LLC ("JMP") as investment banker to the Debtor, nunc pro tune to the Petition Date (defined

below), in accordance with the terms and conditions set forth in that certain engagement letter,

dated as of December 21, 2016 (the "Engagement Letter"), a copy of which is annexed to the

Proposed Order as Exhibit 1. In support of this Application, the Debtor relies on the

Declaration of Brian Bock in Support of Debtor's Application for Entry of an Order Authorizing

(I) the Employment and Retention of JMP Securities LLC as Investment Banker to the Debtor,

Nunc Pro Tunc to the Petition Date and (II) a Waiver of Compliance with Certain Requirements

of Local Rules 2016 -2, a copy of which is attached hereto as Exhibit B (the "Bock Declaration"),

as well as the Declaration of Julian Nikolchev in Support of Dextera Surgical Inc. 's First-Day

The last four digits of the Debtor's federal tax identification number is 7832. The Debtor's address is 900

Saginaw Drive, Redwood City, CA 94063.

24183435.3 01/03/2018

Case 17-12913-KJC Doc 94 Filed 01/03/18 of 13

Motions [D.I. 2] (the "First-Day Declaration"), which is incorporated by reference herein. In

further support of this Application, the Debtor respectfully represents as follows:

Jurisdiction

1. The United States Bankruptcy Court for the District of Delaware (the "Court")

has jurisdiction over this Application pursuant to 28 U.S.C. §§157 and 1334 and the Amended

Standing Order of Reference from the United States District Court for the District of Delaware

dated as of February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C.

§157(b)(2), and the Debtor confirms its consent pursuant to Rule 9013-1(0 of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the "Local Rules") to the entry of a final order by the Court in connection with this

Application to the extent that it is later determined that the Court, absent consent of the parties,

cannot enter final orders of judgments in connection herewith consistent with Article III of the

United States Constitution.

2. Venue 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 327(a) and 328(a)

of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2014(a) and 2016 of the

Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Local Rules 2014-1 and

2016-2.

Background

4. On December 11, 2017 (the "Petition Date"), the Debtor filed a voluntary petition

for relief under chapter 11 of the Bankruptcy Code. The Debtor continues to operate its business

and manage its properties as debtor-in-possession pursuant to sections 1107 and 1108 of the

2 24183435.3 01/03/2018


Bankruptcy Code. No trustee, examiner or committee has been appointed in this bankruptcy

case (the "Chapter 11 Case").

5. A detailed description of the Debtor and its business, and the facts and

circumstances supporting this Application, is set forth in greater detail in the First Day

Declaration.

Relief Requested

6. Pursuant to sections 327(a) and 328(a) of the Bankruptcy Code and Bankruptcy

Rules 2014, 2016, 5002 and 6003, the Debtor seeks entry of an order (i) authorizing the

employment and retention of JMP as its investment banker in this Chapter 11 Case, nunc pro

tunc to the Petition Date, pursuant to the terms and conditions of the Engagement Letter; and (ii)

granting a waiver of compliance with the information requirements relating to compensation

requests set forth in Local Rule 2016-2, to the extent requested herein.

The Retention of JMP

A. JMP's Qualifications

7. JMP is a leading full service investment bank formed in 2000 that provides equity

research, institutional brokerage and investment banking services to growth companies and their

investors. JMP is a U.S. registered broker-dealer under the Exchange Act and is a member of

FINRA. JMP is an indirect, wholly owned subsidiary of JMP Group LLC, which has been

publicly traded on the New York Stock Exchange under the symbol JMP since 2007. JMP is

headquartered in San Francisco, CA and has offices in New York, NY, Boston, MA, Chicago,

IL, Minneapolis, MN and West Palm Beach, FL. JMP currently employs approximately 180

individuals and specializes in raising capital for corporate clients including equity and debt in

public and private markets, and advising clients on mergers and acquisitions and other strategic

initiatives.

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8. JMP focuses on four target industries—technology, healthcare, financial services

and real estate. JMP has developed a comprehensive understanding of the unique challenges and

demands involved in executing corporate finance and strategic advisory assignments in these

sectors. JMP works with corporate clients on a broad range of strategic matters, including

mergers and acquisitions, divestitures and corporate restructurings, valuations of businesses and

assets, and fairness opinions and special committee assignments. JMP is most often an advisor

in company sale transactions of small- to mid-capitalization companies. The Debtor understands

that JMP has a wealth of experience in providing sell-side investment banking advisory services

for healthcare clients, specifically regarding a sale of assets. The Debtor believes that JMP's

resources, capabilities, and experience, including its knowledge of the Debtor's business and

operations, will better enable the Debtor to maximize value of the Debtor's estate during the

pendency of this case. An experienced investment banker such as JMP fulfills a critical service

that complements management, as well as the services provided by the Debtor's other

professionals.

9. The Debtor believes the engagement of JMP is crucial to its efforts to navigate

through chapter 11 and provide a maximum recovery to its creditors. Further, JMP is well

qualified to perform all services contemplated by the Engagement Letter, and to represent the

Debtor's interests in this Chapter 11 Case, in a cost-effective, efficient, and timely manner.

10. JMP bankers have advised numerous clients, including both debtors and creditors

in bankruptcy restructurings and 363 sale processes. Most recently, JMP was engaged by the

debtor Edgenet, Inc. in this District. That retention resulted in an approved sale of Edgenet, Inc.

to EdgeAQ LLC.

4 24183435.3 01/03/2018


2

11. As set forth in the Bock Declaration, JMP was engaged by the Debtor on

December 21, 2016 to provide investment banking services to the Debtor pursuant to the

Engagement Letter. As a result of its prepetition engagement by the Debtor, JMP has become

intimately familiar with the Debtor's corporate and capital structure, management, operations,

and various other aspects of its business. JMP has developed knowledge of the Debtor's

financial history and business operations and is well suited to provide the Debtor with the

investment banking services contemplated by the Engagement Letter.

B. Services to Be Provided

12. Subject to entry of the Proposed Order, and consistent with the terms of the

Engagement Letter, 2 JMP will provide such investment banking services as JMP and the Debtor

deem appropriate, including, but not limited to, the following:

a. assist Debtor in compiling information of any necessary and appropriate documents related to the Transaction (as defined in the Engagement

Letter);

b. contact suitable potential buyers on a discreet and confidential basis after

approval by Debtor;

c. coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum;

d. assist Debtor in coordinating site visits for interested buyers;

e. solicit offers from potential buyers;

f. advise and assist Debtor and its advisors in structuring the Transaction and

negotiating the Transaction agreements;

g. provide testimony in support of the Transaction; and

h. otherwise assist Debtor, its attorneys and financial advisors, as necessary,

through closing on a best efforts basis.

The summary set forth herein is qualified in its entirety by the terms of the Engagement Letter, and the terms of the Engagement Letter shall control in the event of a conflict. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Engagement Letter.

5 24183435.3 01/03/2018


13. The Debtor requires qualified professionals to render these essential professional

services. As noted above, JMP has substantial expertise in all areas for which it would be

retained. Accordingly, the Debtor submits that JMP is well qualified and best suited to perform

these services and to assist the Debtor in this Chapter 11 Case.

14. The services that JMP will provide to the Debtor are necessary to enable the

Debtor to identify the highest and best possible bid for its assets and effectuate a transaction that

is in the best interests of its estate, creditors and parties in interest. All of the services that JMP

will provide to the Debtor will be undertaken at the request of the Debtor and will be

appropriately directed by the Debtor so as to avoid duplicative efforts among the professionals

retained in this Chapter 11 Case. JMP will also use reasonable efforts to coordinate with the

Debtor's other retained professionals to avoid the unnecessary duplication of services.

C. Professional Compensation

15. Subject to this Court's approval and as set forth in the Engagement Letter, the

Debtor and JMP have agreed to the following compensation and expense structure (the "Fee and

Expense Structure") in consideration for the services to be rendered by JMP in this Chapter 11

Case:

a. Transaction Fee:

i. For a Transaction Value up to and including $10 million, 5% of

such value, plus,

For a Transaction Value greater than $10 million and up to and including $20 million, 4% of such incremental value, plus,

For a Transaction Value greater than $20 million and up to and including $30 million, 3% of such incremental value, plus,

iv. For a Transaction Value greater than $30 million and up to and including $40 million, 2% of such incremental value, plus,

6 24183435.3 0110312018


v. For a Transaction Value greater than $40 million and up to and including $50 million, 1% of such incremental value, plus,

vi. For a Transaction Value greater than $50 million, 2% of such

incremental value.

vii. The minimum total fee is $1.1 million, payable upon consummation of a Transaction.

b. Minority Transaction Fee: In the event of a Minority Transaction, 6% of

the gross proceeds.

c. Expenses: In addition to the foregoing, JMP will be entitled to accrue and seek reimbursement for all reasonable out-of-pocket expenses incurred.

16. The Fee and Expense Structure described above is comparable to compensation

generally charged by investment banking firms for comparable engagements, both in and out of

court. The Fee and Expense Structure is also consistent with JMP's normal and customary

billing practices for cases of this size and complexity that require the level and scope of services

outlined. JMP and the Debtor also believe that the Fee and Expense Structure is reasonable and

at favorable market rates.

D. Waiver of Compliance with Requirements Regarding Time Entry Detail

17. JMP's industry and restructuring experience, its capital markets knowledge,

financing skills, and mergers and acquisitions capabilities, some or all of which may be required

by the Debtor during the term of JMP's engagement, were important factors in determining the

Fee and Expense Structure. The ultimate benefit to the Debtor of JMP's services could not be

measured merely by reference to the number of hours to be expended by JMP's professionals in

the performance of such services. Moreover, the Fee and Expense Structure takes into

consideration JMP's anticipation that it will need to provide a substantial commitment of

professional time and effort in order to perform its duties under the Engagement Letter, and in

light of the fact that such commitment may foreclose other opportunities for JMP.

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18. Because of JMP's expertise, commitment of resources to this engagement to the

exclusion of other possible employment, and the time that JMP has and will devote to this

engagement, the Debtor requests that the Court approve the Fee and Expense Structure for JMP

pursuant to section 328(a) of the Bankruptcy Code, and that the Court evaluate the final

compensation and reimbursement of expenses in this Chapter 11 Case for JMP under the

standards of section 328(a) of the Bankruptcy Code, rather than under those of section 330 of the

Bankruptcy Code.

19. JMP will file with the Court a final fee application for allowance of its

compensation and reimbursement of its expenses with respect to services rendered in accordance

with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the

applicable guidelines for compensation and reimbursement of expenses established by the U.S.

Trustee (the "UST Guidelines"), and any applicable orders of the Court. However, JMP advised

the Debtor that it is not the general practice of investment banking firms to keep detailed time

records similar to those customarily kept by attorneys or to keep time records on a "project

category" basis. Furthermore, JMP's Fee and Expense Structure provides for a flat fee based on

the consummation of a Transaction.

20. As JMP's compensation will be calculated and paid based on a fixed fee amount

that is conditional on the consummation and closing of a Transaction as contemplated by the

Engagement Letter, JMP requests that it not be required to file time records in accordance with

Local Rule 2016-2 and the UST Guidelines. Instead, notwithstanding that JMP does not charge

for its services on an hourly basis, JMP nonetheless will maintain records in half (.50) hour

increments (in summary format) of its services rendered for the Debtor, including descriptions of

those services, the time expended in providing those services and the individuals who provided

8 24183435,3 01/03/2018


those services, and will present such records together with its final and sole fee application filed

with the Court.

21. JMP has not shared or agreed to share any compensation to be paid by the Debtor

with any other person, other than other principals and employees of JMP, in accordance with

section 504 of the Bankruptcy Code.

E. Indemnification

22. The Engagement Letter further provides that the Debtor will indemnify and hold

harmless JMP and its affiliates, and their respective past, present and future directors, officers,

shareholders, employees, agents and controlling persons (each, an "Indemnified Party," and

collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages or,

liabilities, including reasonable attorneys' fees that JMP may incur, arising out of any services

provided by JMP to the Debtor pursuant to the Engagement Letter, other than those resulting

from JMP's gross negligence, bad faith or willful misconduct (such obligations being referred to

as the "Indemnification Provisions"), which provisions are set forth in greater detail in the

Engagement Letter.

23. The Indemnification Provisions are standard indemnification terms, both in

chapter 11 cases and outside chapter 11, and reflect the qualifications and limits on such terms

that are customary for JMP and other similar investment bankers as approved in this and other

jurisdictions. The Indemnification Provisions were fully negotiated between the Debtor and JMP

at arm's length, and the Debtor respectfully submits that the Indemnification Provisions are

reasonable and in the best interests of the Debtor, its estate, and creditors. Accordingly, as part

of this Application, the Debtor requests that this Court approve the Indemnification Provisions.

9 24183435.3 0110312018


F. JMP's Disinterestedness

24. To the best of the Debtor's knowledge, and as disclosed herein and in the Bock

Declaration: (i) JMP is a "disinterested person" within the meaning of section 101(14) of the

Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or

represent any interest adverse to the Debtor's estate; and (ii) JMP has no connection to the

Debtor, its creditors or related parties, except as may be disclosed in the Bock Declaration.

25. JMP will review its files against any updated Potential Interested Parties List (as

defined in the Bock Declaration) received from the Debtor from time to time during the

pendency of this Chapter 11 Case pursuant to the procedures described in the Bock Declaration.

If any new relevant facts or relationships are discovered or arise in such review, JMP will use

reasonable efforts to identify such further developments and will promptly file a supplemental

declaration where appropriate.

26. JMP hereby waives any claim for any outstanding prepetition fees or services. As

such, JMP is not a creditor of the Debtor's bankruptcy estate as of the Petition Date.

Basis for Relief

27, Section 327(a) of the Bankruptcy Code provides that a debtor, subject to court

approval:

[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor's] duties under [the

Bankruptcy Code].

11 U.S.C. § 327(a).

28. Section 328(a) of the Bankruptcy Code provides, in relevant part, that:

The [debtor] . . . with the court's approval, may employ or authorize the employment of a professional person under section 327 . . . of this title. . . on any reasonable terms and conditions of employment, including on a

10 24183435,3 01/03/2018


retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. Notwithstanding such terms and conditions, the court may allow compensation different from the compensation provided under such terms and conditions after the conclusion of such employment, if such terms and conditions prove to have been improvident in light of developments not capable of being anticipated at the time of the fixing of

such terms and conditions.

11 U.S.C. § 328(a).

29. In addition, Bankruptcy Rule 2014(a) requires that an application for retention

include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant's knowledge, all of the [firm's] connections with the debtor, creditors, any other party in interest, its respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Banks. P. 2014(a).

30. The resources, capabilities, and experience of JMP in advising the Debtor are

crucial to the Debtor during this Chapter 11 Case. JMP and its professionals have extensive

experience and an excellent reputation for providing high quality advisory services to companies,

including debtors in complex chapter 11 cases and other debt restructurings. JMP possesses

knowledge of the Debtor's financial history and business operations and is well suited to provide

the Debtor with the investment banking services contemplated by the Engagement Letter.

31. Furthermore, in the event the Application is not granted, the Debtor and its estate

would be significantly harmed. The Debtor would be forced to locate a new investment banker,

which would lack JMP's understanding of the Debtor's business and restructuring initiatives. In

addition, engaging a new investment banker would require the Debtor to expend additional time

consummating a Transaction and divert its resources at a critical stage of this Chapter 11 Case.

11 24183435.3 0110312018


For these reasons, the Debtor believes that the retention of JMP is in the best interests of its

estate and that the Application should be granted.

32. As stated in the Bock Declaration, JMP (a) is a "disinterested person" within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the

Bankruptcy Code; (b) does not hold or represent an interest adverse to the Debtor's estate; and

(c) has no connection to the Debtor, its creditors or related parties except as may be disclosed in

the Bock Declaration. The Debtor also believes that the Fee and Expense Structure is reasonable

and should be approved by the Court under section 328(a) of the Bankruptcy Code in light of: (a)

the nature of services to be provided by JMP; (b) JMP's substantial experience with respect to

financial advisory services; (c) fee and expense provisions typically utilized by JMP and other

leading financial advisory firms, which do not bill their time on an hourly basis and generally are

compensated on a transactional basis; and (d) the complexity and scope of work anticipated to be

performed by JMP in connection with this Chapter 11 Case.

33. Moreover, as noted above, the Indemnification Provisions are standard terms,

both in chapter 11 cases and outside chapter 11, and reflect the qualifications and limits on such

terms that are customary for JMP and other similar investment bankers as approved in this and

other jurisdictions. See United Artists Theatre Co. v. Walton (In re United Artists Theatre Co.),

315 F.3d 217, 234 (3d Cir. 2003) (finding that indemnification agreement between debtor and

financial advisor was reasonable under section 328 of the Bankruptcy Code). Indeed, courts in

this jurisdiction and others have granted similar relief. See, e.g., In re Vitamin World, Inc., et.

al., 17-11933 (KJC) (Banta. D. Del. Nov. 21, 2017); In re Eastern Outfitters, et al., 17-10243

(LSS) (Bankr. D. Del. Mar. 3, 2017); In re A123 Systems, Inc., No. 12-12859 (KJC) (Bankr. D.

12 24183435,3 01/03/2018


Del. Nov. 9, 2012); In re CHL, Ltd., No. 12-12437 (KJC) (Bankr. D. Del. Sep. 24, 2012); In re

Intl Media Group, Inc., No. 12-10140 (MFW) (Banks. D. Del. Feb. 11, 2012).

34. For the foregoing reasons, the Debtor submits that the retention of JMP as

investment banker is warranted and satisfies the requirements of sections 327(a) and 328(a) of

the Bankruptcy Code and Bankruptcy Rule 2014(a).

Notice

35. Notice of this Motion has been given to the following parties or, in lieu thereof, to

their counsel, if known: (i) the Office of the United States Trustee; (ii) counsel for Century

Medical, Inc.; (iii) the parties listed on the Debtor's list of twenty largest unsecured creditors;

(iv) the Internal Revenue Service; (v) the Office of the United States Attorney General for the

District of Delaware and all other states in which the Debtor operates; (vi) counsel to the DIP

Lender; and (vii) all parties entitled to notice pursuant to Local Rule 9013-1(m). The Debtor

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

given.

WHEREFORE, the Debtor respectfully requests the entry of an order, substantially in the

form of the Proposed Order, (i) authorizing the Debtor to retain and employ JMP as investment

banker to the Debtor, nunc pro tunc to the Petition Date, on the terms set forth in the

Engagement Letter; (ii) waiving compliance with certain requirements of Local Rule 2016-2; and

(iii) granting such other and further relief as this Court deems just and proper.

Dated: January 2, 2018

Dextera Surgical In

By:

Nam- 41 Ilan Nikolchev Ti ' 0' resident and CEO

13 Error! Unknown document property name. 01/02/2018



) In re: )

) Dextera Surgical Inc., )

) Debtor.' )

)

Chapter 11

Case No. 17-12913 (KJC)

Hearing Date: January 24, 2018 at 2:00 p.m. (EST) Objection Deadline: January 17, 2018 at 4:00 p.m. (EST)

NOTICE OF APPLICATION

PLEASE TAKE NOTICE that on January 3, 2018, the debtor and debtor-in-possession

(the "Debtor") in the above-captioned chapter 11 case filed the Application for Entry of an Order

Authorizing (I) the Employment and Retention of JMP Securities LLC as Investment Banker to

the Debtor Nunc Pro Tunc to the Petition Date, and (II) a Waiver of Compliance with Certain

Requirements of Local Rule 2016-2 (the "Application") with the United States Bankruptcy Court

for the District of Delaware (the "Bankruptcy Court").

PLEASE TAKE FURTHER NOTICE that objections, if any, to the entry of an order

approving the Application must be (a) in writing and served on or before January 17, 2018 at

4:00 p.m. (prevailing Eastern Standard Time) (the "Objection Deadline"), (b) filed with the

Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3 rd

Floor, Wilmington, Delaware 19801, and (c) served as to be received on or before the Objection

Deadline by the undersigned proposed attorneys for the Debtor.

PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION

WILL BE HELD ON JANUARY 24, 2018 AT 2:00 P.M. (PREVAILING EASTERN TIME) BEFORE THE HONORABLE KEVIN J. CAREY AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5 th

FLOOR, COURTROOM 5, WILMINGTON, DELAWARE 19801.

PLEASE TAKE FURTHER NOTICE that only objections made in writing and timely

filed and received, in accordance with the procedures above, will be considered by the

Bankruptcy Court at such hearing.

The last four digits of the Debtor's federal tax identification number is 7832. The Debtor's address is 900 Saginaw Drive, Redwood City, CA 94063,

24183435.3 01/0312018

Case 17-12913-KJC Doc 94-1 Filed 01/03/18 Page 1 of 2

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION

WITHOUT FURTHER NOTICE OR HE RING.

ark Minuti (DE Bar No. 2659) Teresa K. D. Currier (DE Bar No. 3080) Monique B. DiSabatino (DE Bar No. 6027) SAUL EWING ARNSTEIN & LEHR LLP 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 [email protected] [email protected] [email protected]

-and-

Sharon L. Levine SAUL EWING ARNSTEIN & LEHR LLP 1037 Raymond Boulevard, Suite 1520 Newark, New Jersey 07102 Telephone: (973) 286-6718 Facsimile: (973) 286-6821 [email protected]

Proposed Counsel for Debtor and

Debtor-in-Possession

Dated: January 3, 2018

2 24183435.3 0110312018


24183435.3 01/03/2018

EXHIBIT A

Proposed Order


24183435.3 01/03/2018


In re: Dextera Surgical Inc.,1

Debtor.

Chapter 11 Case No. 17-12913 (KJC) Related to Docket No. ___

ORDER AUTHORIZING (I) THE EMPLOYMENT AND RETENTION OF JMP SECURITIES LLC AS INVESTMENT BANKER TO THE DEBTOR NUNC PRO

TUNC TO THE PETITION DATE AND (II) A WAIVER OF COMPLIANCE WITH CERTAIN REQUIREMENTS OF LOCAL RULE 2016-2

Upon consideration of the Debtor’s Application for Entry of an Order Authorizing (I) the

Employment and Retention of JMP Securities LLC as Investment Banker to the Debtor Nunc Pro

Tunc to the Petition Date, and (II) a Waiver of Compliance with Certain Requirements of Local

Rule 2016-2 (the “Application”)2; and upon consideration of the Bock Declaration and the First-

Day Declaration; and it appearing that this Court has jurisdiction over the Application pursuant

to 28 U.S.C. §§ 157 and 1334; and it appearing that venue of this Chapter 11 Case and the

Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing

that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b); and this Court being

satisfied based on the representations made in the Application and in the Bock Declaration that

the terms and conditions of JMP’s employment as set forth in the Engagement Letter, which is

attached hereto as Exhibit 1, and summarized in the Application and Bock Declaration, are

reasonable as required by section 328(a) of the Bankruptcy Code; and JMP not holding or

representing interests adverse to the Debtor’s estate; and JMP being a “disinterested person” as

1 The last four digits of the Debtor’s federal tax identification number are 7832. The Debtor’s address is 900

Saginaw Drive, Redwood City, CA 94063. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.


2 24183435.3 01/03/2018

such term is defined under section 101(14) of the Bankruptcy Code; and this Court having found

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 due and proper notice of the Application having been

provided, and it appearing that no other or further notice need be provided; and upon the record

of the hearing and all of the proceedings had before the Court, if any; and upon finding that the

legal and factual bases set forth in the Application establish just cause for the relief granted

herein; and after due deliberation and sufficient cause appearing therefor, it is HEREBY

ORDERED, ADJUDGED AND DECREED that:

1. The Application is GRANTED as set forth herein.

2. The Debtor is authorized, pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1, to

employ and retain JMP as its investment banker in connection with this Chapter 11 Case in

accordance with the terms and conditions set forth in the Application and the Engagement Letter,

nunc pro tunc to the Petition Date.

3. The Fee and Expense Structure, including, but not limited to, the Transaction Fee,

as set forth in the Engagement Letter, is approved pursuant to section 328(a) of the Bankruptcy

Code, and JMP shall be compensated and reimbursed for its fees and expenses in this Chapter 11

Case pursuant to section 328(a) of the Bankruptcy Code in accordance with the terms of the

Engagement Letter, subject to the procedures set forth in the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, the UST Guidelines and any applicable orders of this Court.

4. JMP’s fees shall not be subject to challenge except under the standard of review

set forth in Bankruptcy Code section 328(a).


3 24183435.3 01/03/2018

5. JMP shall comply with all requirements of Bankruptcy Rule 2016(a) and Local

Rule 2016-2, except that JMP is hereby granted a limited waiver of the information-keeping

requirements of Local Rule 2016-2 to permit the firm to keep professional time records in half-

hour increments, and JMP shall not be required to conform to any schedule of hourly rates for its

professionals.

6. The Indemnification Provisions set forth in the Engagement Letter are approved,

subject during the pendency of the Debtor’s Chapter 11 Case to the following:

a. Subject to the provisions of subparagraphs (b) and (c) below, the Debtor is authorized to indemnify, and shall indemnify, JMP for any claims arising from, related to, or in connection with the services to be provided by JMP as specified in the Application, but not for any claim arising from, related to, or in connection with JMP’s post-petition performance of any other services other than those in connection with the engagement, unless such post-petition services and indemnification therefor are approved by this Court;

b. Notwithstanding any provisions of the Engagement Letter to the contrary,

the Debtor shall have no obligation to indemnify JMP or provide contribution or reimbursement to JMP (i) for any claim or expense that is judicially determined (the determination having become final) to have arisen from JMP’s bad faith, self-dealing, breach of fiduciary duty (if any), willful misconduct or gross negligence, (ii) for a contractual dispute in which the Debtor alleges the breach of JMP’s contractual obligations if the Court determines that indemnification, contribution, or reimbursement would not be permissible pursuant to In re United Artists Theatre Company, et. al., 315 F.3d 217 (3d Cir. 2003), or (iii) for any claim or expense that is settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by the Court, after notice and a hearing pursuant to subparagraph (c), infra, to be a claim or expense for which JMP should not receive indemnity, contribution or reimbursement under the terms of the Engagement Letter, as modified by this Order; and

c. If, before the earlier of (i) the entry of an order confirming a chapter 11

plan in this case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this Chapter 11 Case, JMP believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor’s indemnification obligations under the Application, including, without limitation, the advancement of defense costs, JMP must


4 24183435.3 01/03/2018

file an application in this Court, and the Debtor may not pay any such amounts to JMP before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by JMP for indemnification, and not as a provision limiting the duration of the Debtor’s obligation to JMP.

7. Notwithstanding any provision in the Engagement Letter to the contrary, the

contribution obligations of the Indemnified Parties (as such term is defined in the Application)

shall not be limited to the aggregate amount in excess of the amount of fees actually received by

JMP from the Debtor pursuant to the Engagement Letter, this Order or subsequent orders of this

Court.

8. To the extent the Application or the Engagement Letter is inconsistent with the

terms of this Order, the terms of this Order shall govern.

9. The Debtor is authorized and empowered to take all actions necessary to

implement the relief granted in this Order.

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

enforceable upon its entry.

11. This Court shall retain jurisdiction to hear and to determine all matters arising

from or related to the implementation of this Order.

Dated: _____________________ Wilmington, Delaware

Honorable Kevin J. Carey United States Bankruptcy Judge


24183435.3 01/03/2018

Exhibit 1

Engagement Letter



nbaba

Stamp

Exhibit B

Bock Declaration

24183435.3 01/03/2018



In re:

DEXTERA SURGICAL INC.,'

Debtor.

Chapter 11

Case No. 17-12913 (KJC)

DECLARATION OF BRIAN BOCK IN SUPPORT OF DEBTOR'S APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING (I) THE EMPLOYMENT AND RETENTION

OF JMP SECURITIES LLC AS INVESTMENT BANKER TO THE DEBTOR NUNC

PRO TUNC TO THE PETITION DATE AND (II) A WAIVER OF COMPLIANCE WITH CERTAIN REQUIREMENTS OF LOCAL RULE 2016-2

I, Brian Bock, being duly sworn according to law, depose and state that:

1. I am a Managing Director of JMP Securities LLC ("JMP"), an investment

banking firm that maintains offices at 600 Montgomery Street, Suite 1100, San Francisco, CA

94111, and I am duly authorized to make this declaration (the "Declaration") on behalf of JMP. I

have over 16 years of experience in the investment banking industry and extensive experience:

(i) marketing companies or its assets for sale, including experience marketing companies in

distress; (ii) raising capital for special situation transactions; and (iii) restructuring companies'

balance sheets.

2. I submit this Declaration on behalf of JMP in support of the application of the

above-captioned debtor and debtor in possession (the "Debtor") for entry of an order authorizing

the employment and retention of JMP as investment banker for the Debtor nunc pro tunc to the

The last four digits of the Debtor's federal tax identification number are 7832. The Debtor's address is 900 Saginaw Drive, Redwood City, CA 94063.

24183435.3 01/03/2018


Petition Date (the "Application"). 2 This Declaration is also submitted as the statement required

pursuant to sections 327, 328(a) and 504 of the Bankruptcy Code and Bankruptcy Rule 2014(a).

3. Unless otherwise indicated herein, the facts set forth in this Declaration are

personally known to me and, if called as a witness, I could and would testify thereto.

A. JMP's Qualifications

4. JMP is a leading full service investment bank formed in 2000 that provides equity

research, institutional brokerage and investment banking services to growth companies and their

investors. JMP is a U.S. registered broker-dealer under the Exchange Act and is a member of

FINRA. JMP is an indirect, wholly owned subsidiary of JMP Group LLC, which has been

publicly traded on the New York Stock Exchange under the symbol JMP since 2007. JMP is

headquartered in San Francisco, CA and has offices in New York, NY, Boston, MA, Chicago,

IL, Minneapolis, MN, and West Palm Beach, FL. JMP currently employs approximately 180

individuals and specializes in raising capital for corporate clients including equity and debt in

public and private markets, and advising clients on mergers and acquisitions and other strategic

initiatives.

5. JMP focuses on four target industries—technology, healthcare, financial services

and real estate. JMP has developed a comprehensive understanding of the unique challenges and

demands involved in executing corporate finance and strategic advisory assignments in these

sectors. JMP works with corporate clients on a broad range of strategic matters, including

mergers and acquisitions, divestitures and corporate restructurings, valuations of businesses and

assets, and fairness opinions and special committee assignments. JMP is most often an advisor

in company sale transactions of small- to mid-capitalization companies. JMP has a wealth of

2

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.

2 24183435.3 01/03/2018


experience in providing sell-side investment banking advisory services for healthcare clients,

specifically regarding a sale of assets. JMP's resources, capabilities, and experience, including

its knowledge of the Debtor's business and operations, will better enable the Debtor to maximize

value of the Debtor's estate during the pendency of this case. An experienced investment banker

such as JMP fulfills a critical service that complements management, as well as the services

provided by the Debtor's other professionals.

6. The engagement of JMP is crucial to the Debtor's efforts to navigate through

chapter 11 and provide a maximum recovery to its creditors. Further, JMP is well qualified to

perform all services contemplated by the Engagement Letter, and to represent the Debtor's

interests in this Chapter 11 Case, in a cost-effective, efficient, and timely manner.

7. JMP bankers have advised numerous clients, including both debtors and creditors

in bankruptcy restructurings and 363 sale processes. Most recently, JMP was engaged by the

debtor Edgenet, Inc. in this District. That retention resulted in an approved sale of Edgenet, Inc.

to EdgeAQ LLC.

8. JMP was engaged by the Debtor on December 21, 2016 to provide investment

banking services to the Debtor pursuant to the Engagement Letter. As a result of its prepetition

engagement by the Debtor, JMP has become intimately familiar with the Debtor's corporate and

capital structure, management, operations, and various other aspects of its business. JMP has

developed knowledge of the Debtor's financial history and business operations and is well suited

to provide the Debtor with the investment banking services contemplated by the Engagement

Letter.

3 24183435.3 01/03/2018


3

B. Services to Be Provided

9. Subject to entry of the Proposed Order, and consistent with the terms of the

Engagement Letter, 3 JMP will provide such investment banking services as JMP and the Debtor

deem appropriate, including, but not limited to, the following:

a. assist Debtor in compiling information of any necessary and appropriate documents related to the Transaction (as defined in the Engagement

Letter);

b. contact suitable potential buyers on a discreet and confidential basis after

approval by Debtor;

c. coordinate the execution of confidentiality agreements for potential buyers

wishing to review the information memorandum;

d. assist Debtor in coordinating site visits for interested buyers;

e. solicit offers from potential buyers;

f. advise and assist Debtor and its advisors in structuring the Transaction and

negotiating the transaction agreements;

g. provide testimony in support of the Transaction; and

h. otherwise assist Debtor, its attorneys and financial advisors, as necessary,

through closing on a best efforts basis.

10. The Debtor requires qualified professionals to render these essential professional

services. As noted above, JMP has substantial expertise in all areas for which it is proposed to

be retained. Accordingly, JMP is well qualified and best suited to perform these services and to

assist the Debtor in this Chapter 11 Case.

11. The services that JMP will provide to the Debtor are necessary to enable the

Debtor to identify the highest and best possible bid for its assets and effectuate a transaction that

is in the best interests of the estate, creditors and parties in interest. All of the services that JMP

The summary set forth herein is qualified in its entirety by the terms of the Engagement Letter, and the terms of the Engagement Letter shall control in the event of a conflict.

4 24183435.3 01/03/2018


will provide to the Debtor will be undertaken at the request of the Debtor and will be

appropriately directed by the Debtor so as to avoid duplicative efforts among the professionals

retained in this Chapter 11 Case. JMP will also use reasonable efforts to coordinate with the

Debtor's other retained professionals to avoid the unnecessary duplication of services.

C. Professional Compensation

12. Subject to this Court's approval and as set forth in the Engagement Letter, the

Debtor and JMP have agreed to the following compensation and expense structure (the "Fee and

Expense Structure") in consideration for the services to be rendered by JMP in this Chapter 11

Case:

a. Transaction Fee:

i. For a Transaction Value up to and including $10 million, 5% of

such value, plus,

ii. For a Transaction Value greater than $10 million and up to and including $20 million, 4% of such incremental value, plus,

iii. For a Transaction Value greater than $20 million and up to and including $30 million, 3% of such incremental value, plus,

iv. For a Transaction Value greater than $30 million and up to and including $40 million, 2% of such incremental value, plus,

v. For a Transaction Value greater than $40 million and up to and including $50 million, 1% of such incremental value, plus,

vi. For a Transaction Value greater than $50 million, 2% of such

incremental value.

vii. The minimum total fee is $1.1 million, payable upon

consummation of a Transaction.

b. Minority Transaction Fee: In the event of a Minority Transaction, 6% of

the gross proceeds.

c. Expenses: In addition to the foregoing, JMP will be entitled to accrue and seek reimbursement for all reasonable out-of-pocket expenses incurred.

5 24183435,3 01103/2018


13. The Fee and Expense Structure described above is comparable to compensation

generally charged by investment banking firms for comparable engagements, both in and out of

court. The Fee and Expense Structure is also consistent with JMP's normal and customary

billing practices for cases of this size and complexity that require the level and scope of services

outlined. I also believe that the Fee and Expense Structure is reasonable and at favorable market

rates.

D. Fee Applications and Record Keeping

14. JMP will file with the Court a final fee application for allowance of its

compensation and reimbursement of its expenses with respect to services rendered in accordance

with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the

applicable guidelines for compensation and reimbursement of expenses established by the U.S.

Trustee (the "UST Guidelines"), and any applicable orders of the Court. However, JMP is not

the general practice of investment banking firms to keep detailed time records similar to those

customarily kept by attorneys or to keep time records on a "project category" basis.

Furthermore, JMP's Fee and Expense Structure provides for a flat fee based on the

consummation of a Transaction.

15. As JMP's compensation will be calculated and paid based on a fixed fee amount

that is conditional on the consummation and closing of a Transaction as contemplated by the

Engagement Letter, JMP requests that it not be required to file time records in accordance with

Local Rule 2016-2 and the UST Guidelines. Instead, notwithstanding that JMP does not charge

for its services on an hourly basis, JMP nonetheless will maintain records in half (.50) hour

increments (in summary format) of its services rendered for the Debtor, including descriptions of

those services, the time expended in providing those services and the individuals who provided

6 24183435.3 01/03/2018


those services, and will present such records together with its final and sole fee application filed

with the Court.


with any other person, other than other principals and employees of JMP, in accordance with

section 504 of the Bankruptcy Code.

E. Indemnification

17. The Debtor has agreed to indemnify and hold harmless JMP and its affiliates, and

their respective past, present and future directors, officers, shareholders, employees, agents and

controlling persons (each, an "Indemnified Party," and collectively, the "Indemnified Parties"),

from and against any and all losses, claims, damages or, liabilities, including reasonable

attorneys' fees that JMP may incur, arising out of any services provided by JMP to the Debtor

pursuant to the Engagement Letter, other than those resulting from JMP's gross negligence, bad

faith or willful misconduct (such obligations being referred to as the "Indemnification

Provisions"), which provisions are set forth in greater detail in the Engagement Letter.

18. The Indemnification Provisions are standard indemnification terms, both in

chapter 11 cases and outside chapter 11, and reflect the qualifications and limits on such terms

that are customary for JMP and other similar investment bankers as approved in this and other

jurisdictions. The Indemnification Provisions were fully negotiated between the Debtor and JMP

at arm's length. The Indemnification Provisions are also reasonable and in the best interests of

the Debtor, its estate, and creditors.


with any other person, other than other principals and employees of JMP.

7 24183435.3 01/03/2018


F. JMP's Disclosure Policies and Disinterestedness

20. In preparing this Declaration, JMP performed a conflict search with respect to a

list of creditors, equity holders and other interested parties, which is annexed hereto as Schedule

A (the "Potential Interested Parties List"). Based on that search, JMP represents that, to the best

of its knowledge, it knows of no fact that would present a conflict of interest for JMP with regard

to its proposed engagement.

21. Insofar as I have been able to ascertain from my review of the Potential Interested

Parties List, to the best of my knowledge, and other than as described herein, neither JMP, nor its

affiliates, nor any professional of JMP: (a) has represented the Debtor's creditors, equity security

holders, or any other party in interest, or its respective attorneys and accountants, the United

States Trustee, or any person employed in the office of the United States Trustee, in any matters

relating to the Debtor or its estate; or (b) has any connection with the Debtor in this Chapter 11

Case, or any interest materially adverse to the interest of any class of creditors or equity security

holders by reason of any direct or indirect relationship to the Debtor, any other parties in interest

herein, or its respective attorneys.

22. JMP has numerous clients, past and present, which are located throughout the

world, in a variety of industries. Such clients may include certain of the persons or entities that

are identified as creditors of the Debtor. It is also possible that some past or present clients of

JMP may have some connection to, or are creditors of, the Debtor. Nevertheless, insofar as I

have been able to ascertain based on the results of the foregoing, to the best of my knowledge,

other than as described herein and except for the Debtor, JMP has not advised any party in

interest in connection with this Chapter 11 Case.

23. JMP is involved in numerous cases, proceedings, and transactions involving many

different attorneys, accountants, investment bankers, and financial consultants, some of whom

8 24183435.3 01/03/2018


may represent claimants and parties in interest in this Chapter 11 Case. Moreover, JMP has in

the past, and may in the future, be represented by several attorneys and law firms, some of which

may be involved in this Chapter 11 Case, The Debtor's proposed special corporate counsel,

Cooley LLP, also represents JMP but only on matters unrelated to the Debtor or this Chapter 11

Case. Finally, JMP has in the past, and will likely in the future, be working with or opposite

other professionals involved in this Chapter 11 Case with respect to matters wholly unrelated to

this Chapter 11 Case. Based on our current knowledge of the professionals involved in this

Chapter 11 Case and to the best of my knowledge, none of these business relationships constitute

interests adverse to the estate in matters upon which JMP is to be employed and none are in

connection with this Chapter 11 Case.

24. The Debtor has numerous creditors and relationships with a large number of

individuals and entities that may be parties in interest in this Chapter 11 Case. Consequently,

although every reasonable effort has been made to discover and eliminate the possibility of any

conflict including the efforts outlined above, JMP is unable to state with certainty whether any of

its clients or an affiliated entity of a client holds a claim or otherwise is a party in interest in this

Chapter 11 Case. If JMP discovers any information that is contrary or pertinent to the statements

made herein, JMP will promptly disclose such information to the Court.

25. JMP does not advise, has not advised, and will not advise any entity other than the

Debtor in matters related to this Chapter 11 Case. JMP will, however, continue to provide

professional services to entities or persons that may be creditors of the Debtor or parties in

interest in this Chapter 11 Case, provided that such services do not relate to, or have any direct

connection with, this Chapter 11 Case or the Debtor.

9 24183435.3 01/03/2018


26. Except as otherwise set forth herein and in the Application, to the best of my

knowledge, information, and belief, neither JMP nor any employee of JMP is a creditor, an

equity holder, or an insider of the Debtor. To the best of my knowledge, information and belief,

neither JMP nor any employee of JMP is or was, within two (2) years before the Petition Date, a

director, an officer, or an employee of the Debtor. Also, to the best of my knowledge,

information, and belief neither the undersigned nor the JMP's professionals expected to assist the

Debtor in this Chapter 11 Case are related or connected to any United States Bankruptcy Judge

for the District of Delaware, the U.S. Trustee, or any persons employed in the office of the U.S.

Trustee.

27. As of the date of this Declaration, JMP does not hold any claim against the

Debtor.

28. To the extent JMP discovers any facts bearing on the matters described herein

during the period of JMP's retention, JMP will undertake to amend and supplement the

information contained in this Declaration to disclose such facts.

29. Based on all of the foregoing, JMP is a "disinterested person" as that term is

defined in section 101(14) of the Bankruptcy Code.

[remainder of page left intentionally blank]

10 24183435.3 01/03/2018


Pursuant to 28 U.S.C. § 1746, 1 declare under penalty of perjury that the foregoing is true

and correct.

Dated: January 2,2018

JMP Securities LLC

Brian Bock Managing Director

11 Error: Unknown document properly name. 01/02/2018


Schedule A (to Bock Declaration)

Potential Parties in Interest

Debtor Dextera Surgical Inc.

Present and Former Officers

Michael Bates Liam Burns Julian Nikolchev Robert Y. Newell IV Gregory Watson Thomas Palermo

Board Members Thomas A. Afzal Samuel Navarro Gregory Casciaro R. Michael Kleine

Buyer AESCULAP, Inc.

Insurance Companies Blue Shield of California Kaiser Preferred Employers Ins, Co. Provident Life & Accident UNITEDHEALTHCARE Unum Life Insurance Company Vision Service Plan - (CA)

Utilities

AT&T AT&T Long Distance TPX Communications

Customers AT Dupont Hospital for Children Al Danah Medical Company Albany Medical Center All Children's Hospital Altoona Regional Health System Ameos Klinikum Halberstadt Appleton Medical Center Ascension Health

Asklepios Kliniken Hamburg Audie L Murphy VA Hospital Aventura Hospital & Medical Center B.Braun Surgical, S.A. B. Braun Medical Inc.

Baptist Health South Florida Baptist Hospital of Miami Bergmannsheil University Bethesda North Hospital Brigham & Women's Hospital Broadgreen Hospital Cardiocentro - Switzerland Cardiocentro Ticino Catholic Health Initiatives Century Medical Inc Charleston Area Medical Center Children's Hospital Childrens Hospital Alabama Childrens Medical Center Citrus Valley Medical Center Citta Di Lecce Hospital Clemenshospital Muenster Confluence Health Connecticut Children's Medical Center DACH - Switzerland DACH Medical - Switzerland DACH Medical Austria DACH Medical Group GmbH Dayton Children's Hospital Dell Childrens Medical Center Denton Regional Medical Center Deutsches Herzzentrum Munich Donau Isar Klinikum Downey Regional Medical Center

Duomed N.V. Edinburgh Royal Infirmary Elk Berlin Erasmus Medical Center Evanston Hospital Florida Hospital Celebration Freeman Hospital - UK Froedtert Memorial Lutheran Hospital

1 24183435.3 01/03/2018


Gastro Munchen-Bogenhausen Gesundheit Nord GmbH Glendale Adventist Glendale Adventist Golden Jubilee National Hospital Good Samaritan Hospital Gundersen Lutheran Hartford Hospital HCA Central Atlantic Supply Henry Ford Health System Henry Ford Macomb Hospital Herz und Diabeteszentrum NRW Herzzentrum Dresden GMBH Holy Cross Hospital Hospital IMM Inselspital InstitutHospitalo Strasbourg Inter-Community Medical Center (Citrus Valley) Intuitive Surgical Inc. Iona Surgical Ltd John Hopkins Enterprise John Radcliffe Hospital Kantonsspital St.Gallen Kath Klinikum Marienhof Kebomed UK Kings County Hospital Klin Sindelfingen-Boblingen Klinik Herford Klinik Lowenstein GmbH Klinik Shillerhoehe Kliniken Maria Hilf Klinikum Augsburg Klinikum Bamberg Klinikum Bogenhausen Munich Klinikum Bremen-Mitte Klinikum Bremen-Ost Klinikum Bruderwald Bamberg Klinikum Ernst von Bergmann Klinikum Heidenheim Klinikum Iniverstat Cologne Klinikum Kassel - GNH AG Klinikum Lippe Klinikum Mittlebaden GmbH Klinikum St Elisabeth Klinikum-Uni Muenster

Klink Garmisch-Partenkirchen Krankenhaus Nordwest Kreiskrankenhaus Blaubeuren Lahey Health Shared Services Las Palmas Medical Center Lawnwood Regional Medical Center Leiden University Lenox Hill Hospital - Nslij Liberty Hospital LKH Judenberg LKH Leoben Long Beach Memorial Med Ctr Long Island Jewish Medical Center Lst Europe B.V. Maine Medical Center Manuela Psimitis & Co S.A. Marienhospital Wesel Mayo Foundation McLaren Regional Med Center McLaren Port Huron MD Anderson Cancer Center Medical Center Hospital Medical Center Lewisville Medical Center of Arlington Medical Center Of Central GA Medical Center of Georgia Medical Center of McKinney Medical Center of Odessa Medical City Dallas Memorial Health Services Memorial Healthcare System Memorial Hermann Healthcare Memorial Hermann Hospital (MHHS) Memorial Medical Center Memorial Sloan-Kettering Hospital Mercy Hospital of Buffalo Methodist Hospital Methodist Sugar Land Hospital Methodist Willowbrook Hospital Miami Childrens Hospital Midland Memorial Hospital Midwest Regional Medical Center Mount Sinai Hospital Mount Sinai SLR AP National Instruments Nationwide Children's Hospital

2 24183435.3 01/03/2018


New York-Presbyterian Hospital Northshore University Health NSLIJ Health System NYU-Hospital Center - Langone Ocean Springs Hospital Ohio Health Ohio State University Med Cntr Oklahoma Heart Hospital South OLV Campus Aalst - Belgium Orange Coast Memorial Center Orlando Health - Reg Medical Orlando Regional Medical Center Ospedale Santa Chiara Our Lady of Lourdes Medical Center Overlake Hospital Med Center Palmetto General Hospital Papworth Hospital Parkwest Medical Center Policlinico Umberto Primo Presbiterian/St Lukes Medical Center Rarasota County Public Hospital Resurrection Medical Center Rhein-Maas Klinikum GmbH Rhon-Klinikum AG Rigshospitalet Robert Wood Johnson University Hospital Robert-Bosh-Krankenhaus Roswell Park Cancer Institute Royal Brompton Hospital Royal Hospital - Yorkhill Royal Victoria Hospital Rush University Medical Center S.Giuseppe Moscati - Italy S+S Medizintechnik Saddleback Memorial Medical Center Saint Anthony Medical Center Saint Joseph's Hospital Sana Klinikum Lichtenberg Sarasota County Public Hospital Scott & White Memorial Hospital Scott & White Round Rock Hospital South Miami Hospital SRH Wald-Klinikum Gera GmbH St Alphonsus Regional Medical Ctr St Cloud Hospital St David's South Austin Medical Center

St John - Ascension St John Hospital (Midet) St John Macomb St Josefs Krankenhaus St Joseph Hospital (Exempla) St Luke's Episcopal Hospital St Mary Medical Center St Mary's Hospital St Michael's Medical Center St Vincentius-Kliniken gAG St. Johannes Hospital Stadklinik Baden-Baden Stadtisches Klinikum Munchen Stadtisches Krankenhaus Stanford University Medical Center Straub Clinic & Hospital Suedharz Klinikum Nordhausen Suedharz Klinikum Ordhausen Sutter Solano Medical Center Tecno Health (aka SICSYSTEM) Terre Haute Regional The James Cook Univ Hospital The Medical Center, Beaver The Methodist Hospital Tontarra Medizintechnik GMBH Trinity Health (Frmly Che) U K Schleswig-Holstein UAB Health System UC Irvine UCLH-Unv College London Hospital

UF Health Strands Hospital UK Schleswig-Holstein UKSH - Lubeck UMASS Memorial UMC Maastricht UNIV Der Johannes Mainz Univ. Magdeburg Universitat der Johannes Universitatsklinikum Aachen Universitatsklinikumtubingen Universitatsmedizin Rostock University Hospital Cologne University of Alabama Health System University of Arkansas for Medical Sciences University of Arkansas Med Science University of Chicago

3 24183435.3 01/03/2018


University of Chicago Hospitals University of Corunna-S PAIN University of Kansas Hospital University of Kentucky University of Maryland University of Maryland Medical Center University of Miami Hospital University of New Mexico Hos University of Tuebingen Universtatklinikum Aachen UPMC UPMC Altoona UPMC Presbyterian UPMC Shadyside Verwaltung des Klinikums Tuebingen Veteran Affairs Medical Center Veterans Affairs VMS-GmbH Vital Med Solutions Warren Ohio Hospital Company Wesley Medical Center West Kendall Baptist Hospital White Memorial Medical Cntr

Vendors A&E Anodizing Co. A-1 Jay's Machining ABFO Able Electropolishing Co. ACLSA, LLC Aduro Laser Advanced Forming Tech. Advanced Tool & Supply Aerotek Commercial Staffing Aflac AIM Plastics, Inc. A-Laser Alpha Bronze, LLC American International Chemical American Red Cross American Stock Transfer Anamet, Inc. Andrew Tosdevin Angela Bitting Animal Biotech Industries Aon Consulting Atlas Copco Compressors LLC

Baird Industries BAP Manufacturing, Inc. Bay Area Labels Bay Area Printer & Data Service Bay Centerless Grinding BDO Berg Capital Markets, LLC Bernard Hausen Brendan C. Visser Britt Manufacturing Broadridge Brunk Industries BSI Management Sys. America Business Filings Division Business Wire, Inc. Cadence, Inc. CDW Direct LLC Cellotape, Inc. Century Spring Ceta Tech, Inc. Chase MedSearch Chris Borg Cintas Corporation Citi Cards Cleanroom Service Inc. Clinical Trial Database Syst

CMC Cole Instrument Co. Cole-Parmer Instrument Co. Colorprint Computershare Connor Group LLC Content Management Corp Cook Spring Co. Inc. Cooley Godward Kronish LLP Core Power Services, Inc. CP Construction CT Corporation CUSIP Custom EDM D&B DataSafe Decca Design DHL Express (USA), Inc Dimensional Swiss Products Document Center

4 24183435.3 01/03/2018


Domecus Consulting Services Donovan's Pest Control, Inc. DTSC Dymax Corporation Economic Packagina & Cleanroom EDM Preventive Maintenance Electro Polish Systems Emp. Screening Services, INC Environmental Health Fee Esma, Inc. EVC Group, Inc Expedite Precision Works Inc. Factory Mation Fed Ex FedEx Freight West Fisher Scientific FotoFab Freudenberg Medical, LLC GMP Labeling GoEngineer Gold Rush Express Grainger GRM Information Management

GS1 US Guardian Anytime HCP LS Redwood City, LLC Health+Commerce HGA Hopwood Tool & Die HS&S Incorporated Hurley Mfg. Co. IDEM Translations, Inc. Indicate Technologies, Inc Insight Business Systems Inspire Products, Inc. Instron Corporation International Polymer Eng Interplex Etch Logic LLC Interplex Nascal, Inc INVeShare Inc. IPFS Jaymie Dubois Kern Global Language Service Klintworth & Rozenblat L&T Technology Services Lake Region Medical

Landust Networks LLC. Laser Star Technologies Lee Spring Company Levine Bagade Han LLP Lighthouse Services Inc. MailFinance Mainfreight San Francisco Margaret P. McLaughlin Mark S. Soberman MD Mark-l0 Martin Davis Matheson Matrix Tooling, Inc. Matthew Frushell Maximum Oil Services, LLC Mayo Clinic Mayo Foundation for Medical McMaster Carr MDSS GmbH Mechanical Advantage LLC Mediant Communications LLC Michael Berg Micro Precision MicroMed Labs Minitab Inc Moore Medical Morgan Systems, Inc. Motion Dynamics Corporation MSC Industrial Supply Murdock Martell National Registered Agents Nefab Companies, Inc. Nelson Associates NeoFunds by Neopost Inc Neopost Inc Neopost USA Inc. Nicole Osmer Nilfisk-Advance America Inc NOR-CAL Controls Nor-Cal Moving Services Norman Noble, Inc. Novation LLC Nusil Technology LLC Olander Company Oliver Products Company Omega 1st, LLC

5 24183435.3 01/03/2018


Orphir Pacific Heat Treating Pacific Plastics Particle Service, Inc. Peach State AORN Plus Ten Stainless PMI Pomeroy Industries, Ltd. Precise Aerospace Mfg Precise Plastic Products Precision Associates Inc. Precision Extrusion Precision Punch Corp. Prent Corporation ProtoLabs, Inc. Protomold Prudential Cleanroom Services PTA Corp. R Square Associates R&L Spring Company RapidPro RP Ready Refresh Real Staffing Group Reliable Fire Extinguisher Rene A. Ricks Richard Quindry Photograph RL&F Service Corp. Roberts Swiss Inc. RR Donnelley RS Hughes Safety-Kleen (Clean Harbors) Sefcikprod Selway Machine Tool Company Sentry Air Systems, Inc. Shanda H. Blackmon Shars Tool Company Society for human resource Sodick, INC Southern Cal Investor Conf Southington Tool & Mfg Spaceage Tool & Mfg., Inc. Spectralytics Stack Plastics, Inc. Stanford Hospital Staples Business Advantage State Board of Equalization

Stericycle Inc. Sterigenics SteriMark Inc. Steven Label Corporation Stock & Option Solutions Inc. Stock Drive Products Strategic Building Services Syneo, LLC T.O. Plastics Target CW Technical Manufacturing West Tegra Medical Teklynx Americas, Inc. TelePacific Communications Terra Universal, Inc. The Conference Group The NASDAQ Stock Market Tigran Khalapyan, MD Tom Fee Illustrations Tool Technology Distributors Top Tool Co./Cirtec Toshiba Financial Services Transducer Techniques Triad Plastic Technologies Ulbrich Stainless Steel &

ULINE UPS US Healthworks Medical Grp US Healthwork Verizon Wireless Vero Software, Inc Vintage Vintage Filings Visser, Brend & Co. VWR International Wall Street Transcript Wells Fargo Equip Finance Western Allied Mechanical Western NRG, Inc Western Tool & Supply Co.

Westpak, Inc. WIIL Medical LLC William Younger William Hiram WirelessGuys Woodruff-Sawyer & Co.

6 24183435.3 01/0312018


XACT Wire EDM Corporation YourFlueNurse.com Zoom Imaging Solutions, Inc.

Equity Holders Amy Worthington APEX Clearing Corporation AST Exchange Agent #21649 AST Exchange Agent #21650 AST Exchange Agent #21652 Board of Trustees of The Leland Stanford Junior University (SBST) Board of Trustees of The Leland Stanford Junior University Daperl Brian M Herman Brian Schar Bridge Capital Management LLC Brio Capital Master Fund Ltd Bryan D Knodel Carmine J Demarzo Cede & Co. (Fast Account) Charles F Caldwell Charles Schwab & Co. Inc. Cheryl E Swett Chin Tran Cornielle Fund LP, a Partnership David ND Tran Douglas L Mitchell Edward W Walbridge Trust U/A DTD

08/20/2002 Edward Waring Walbridge TTEE Empery Asset Management LP Empery Asset Master Ltd Empery Tax Efficent II LP Empery Tax Efficent LP Eric J Keller Fred O'Meally George C Eckert II Howard Mofshin Jannette Buchanan Jesse Roggen John C Stanton Jurg Grunenfelder Kathy H Davies KBB Asset Management LLC Kevin T Larkin

Marissa Gonzalez Mark F Sobolik Mark R Halperin Marlee Capital Inc Matthew Chroust Matthew L Stockham Mitchell Management National Financing Services LLC Neil K Reinhardt Newell Family 1999 TR UA dated 10/12/99 NFS/FMTC Roth IRA Pershing LLC Peter Kent RBC Wealth Management Richard T Califano Robert G Alliston Robert M Halperin Robert Y and Ethel N Newell TTEE Severina M Ciucci Stanford Management Company Susan Sewell Terry J Topercer & Erin M Topercer Jt Ten

Tom Fischer Wedbush Securities Wedbush Securities Prime Brkr Yaeer E Lev

Employees Adam Shively Adriana Espana Recio Alain Defrenne Alvin De Leon Calvillo Anthony Martinez Arcelia Arguello An Goldberg Benjamin Matthias Christopher Lewis Daniel Cudworth Ding Chen Doris Pon Lam Ernesto Estrada Hernandez

Eva Duran GO it Kaur Harjinder Kaur Harold Kurzweil Helen Rodriguez

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Ira Ison Ivan Angeles James Lango Jason Pinsonnault Jimmie Huynh John Rivera Julie Wilderman Karen Sayavong Kevin Hudelson Mai Xiong Marco Molina Margaret Carter Maria Lopez Mary Wilder Maryrose Ferrer Mihailo Beljakovic Nelson Wu Pablo Hambly Pamela Segale Patrick Wai Hong Poon Philip Dominguez Qad Inc. Rajivkumar Gandhi RDG Filings Realize Inc Scott King Thanh Dinh Veronika Jedlicka

Governmental Agencies CA Chamber of Commerce California Communic. Exchg. CA Dept of Public Health City of Redwood City County Of Orange Delaware Secretary of State DE Secretary of State, Division of Corporations Delaware State Treasury Food and Drug Administration Franchise Tax Board Georgia Dept of Revenue Internal Revenue Service New York State Corp Tax San Mateo County Tax Securities & Exchange Commission

Securities & Exchange Commission, New Wisconsin Dept. of Revenue York Regional Office

Professionals

Cooley LLP Covington & Burling, LLP Donnelley Financial, LLC Ellenoff Grossman & Schole IPXLaw Group LLP JP Morgan Securities Inc Leonard Consulting, LLC Moss Adams LLP Quine IP Law Group Roberts Consulting & Engr. Vista IP Law Group Womble Carlyle Sandridge & Rice

Delaware Bankruptcy Judges and Clerk

of the Court Carey, Kevin J. Gross, Kevin Shannon, Brendan L. Silverstein, Laurie Selber Sontchi, Christopher S. Walrath, Mary F. O'Boyle, Una

U.S. Trustee's Office, District of Delaware

Tinker, T. Patrick Attix, Lauren Buchbinder, David Casey, Linda Dice, Holly Dortch, Shakima L. Fox, Jr., Timothy J. Giordano, Diane Green, Christine Hackman, Benjamin Heck, Jeffrey Keilson, Brya Kenney, Mark Leamy, Jane McCollum, Hannah M. O'Malley, James R. Panacio, Michael

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Sarkessian, Juliet Schepacarter, Richard Serrano, Edith A. Starr, Karen Vinson, Ramona Weissgerber, Jaclyn West, Michael Wynn, Dion

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in the united states bankruptcy court for the …omnimgt.com/cmsvol2/pub_47225/652026_94.pdf · of...

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