Dextera Surgical Inc., Debtor. Chapter 11 Case No. 17

Case 17-12913-KJC Doc 211 Filed 03/20/18 Page 1 of 12

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

1 Dextera Surgical Inc., Case No. 17-12913 (KJC)

Debtor. Hearing Date: April 25, 2018 at 1:00 p.m. (ET) Objection Deadline: April 3, 2018 at 4:00 p.m. (ET)

DEBTOR’S MOTION (I) TO RETAIN ARCH & BEAM GLOBAL, LLC TO PROVIDE INTERIM MANAGEMENT SERVICES AND PROVIDE THE DEBTOR A CHIEF RESTRUCTURING OFFICER AND ADDITIONAL PERSONNEL AND (II) TO DESIGNATE MATTHEW ENGLISH AS THE DEBTOR’S CHIEF RESTRUCTURING OFFICER, NUNC PRO TUNC TO MARCH 19, 2018

The above-captioned debtor and debtor-in-possession (the “Debtor”), by and through its

undersigned counsel, hereby files this application (the “Motion”) for the entry of an order,

substantially in the form attached hereto as Exhibit A (the “Proposed Order”), pursuant to

sections 105(a) and 363(b) of title 11 of the United States Code (the “Bankruptcy Code”),

authorizing the Debtor (i) to retain Arch & Beam Global, LLC (“Arch & Beam”) to provide

interim management services and a chief restructuring officer (“CRO”) and additional personnel,

as set forth in that certain engagement agreement between the Debtor and Arch & Beam (the

“Engagement Agreement”), a copy of which is attached hereto as Exhibit B, and (ii) to designate

Matthew English (“Mr. English”) as the Debtor’s CRO, nunc pro tunc to March 19, 2018. In

support of this Motion, the Debtor submits the Declaration of Mr. English (the “English

Declaration”), a copy of which is attached hereto as Exhibit C, and respectfully states as

follows:

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.

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Jurisdiction

1. This Court has jurisdiction over this Motion under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference of the United States District Court for the District of

Delaware. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue is proper in this judicial district under 28 U.S.C. §§ 1408 and 1409. The Debtor confirms its consent pursuant to Rule 9013-1(f) 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 Motion if it is later determined that the

Court, absent consent of the parties, cannot enter final orders or judgments in connection

herewith consistent with Article III of the United States Constitution.

2. The statutory bases for the relief requested herein are sections 105 and 363(b) of

the Bankruptcy Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), and Local Rule 2016-2.

Background

3. On December 11, 2017 (the “Petition Date”), the Debtor filed a voluntary petition

for relief with the Court under chapter 11 of the Bankruptcy Code, commencing this bankruptcy

proceeding (the “Chapter 11 Case”). The Debtor continues to operate its business and manage

its property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy

Code. No request for the appointment of a trustee or examiner has been made in the Chapter 11

Case and no official committees have been appointed.

4. As of the Petition Date, the Debtor was an innovative medical device company

that designed and manufactured proprietary stapling devices that enable the advancement of

minimally invasive surgical procedures.

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5. Additional information regarding the Debtor’s business and the reasons for filing

the Chapter 11 Case is set forth in the Declaration of Julian Nikolchev in Support of Dextera

Surgical Inc.’s First Day Motions [Docket No. 2].

6. On December 11, 2017, the Debtor entered into an asset purchase agreement to sell substantially all of its assets (the “Sale”) to Aesculap, Inc. or its designee (the “Buyer”).

7. On January 24, 2018, the Court approved the Sale and entered the Order (WITH

REVISIONS) (A) Approving Asset Purchase Agreement with Aesculap, Inc., (B) Authorizing Sale

of Debtor’s Assets Free and Clear of Interests; (C) Authorizing Assumption and Assignment of

Certain of the Debtor’s Executory Contracts; (D) Granting Related Relief [Docket No. 160] (the

“Sale Order”). The closing of the Sale to the Buyer pursuant to the Sale Order occurred on

February 20, 2018 (the “Closing”).

Relief Requested

8. By this Motion, the Debtor seeks entry of an order, substantially in the form of

the Proposed Order, authorizing the Debtor (i) to retain Arch & Beam to provide the Debtor with

interim management services, a CRO and the additional personnel described in the Engagement

Agreement (the “Engagement Personnel”), and (ii) to designate Mr. English as the Debtor’s

CRO, nunc pro tunc to March 19, 2018.

Basis for Relief

9. In consideration of the complexity of the Debtor’s business, the Debtor has

determined that the services of an experienced restructuring manager will best enable the Debtor

to expeditiously and effectively undertake the steps needed to prepare the analyses needed to

finalize a plan of liquidation and wind down the Debtor. Moreover, the Debtor anticipates that

the employment with the company of Robert Newell, the sole remaining officer and employee of

the Debtor at this time, will be terminated within the next two months. As such, the Debtor

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requires an interim manager to oversee its post-Closing operations during the wind down and

plan process.

10. Mr. English and the Engagement Personnel are well qualified to act on the

Debtor’s behalf in these matters given their knowledge and expertise with respect to chapter 11 proceedings. Arch & Beam’s professionals have extensive experience in advising debtors in chapter 11 cases and have provided consulting, interim management and financial advisory services to numerous debtors, chapter 11 trustees, creditors’ committees and buyers in chapter 11 proceedings.

11. The Debtor selected Mr. English to serve as its CRO in the present case because

it believes that he has significant relevant experience and is well-qualified to assist the Debtor

with its restructuring efforts. Mr. English, a senior managing director at Arch & Beam, has over

twenty years’ experience in strategy, operations and turnaround consulting. He has held the title

of CEO, COO or CFO in firms ranging from $5 to $150 million in revenues and has been a

trusted advisor to leaders of multi-billion dollar corporate divisions. His work has also included

roles as chapter 11 financial advisor, federal receiver, assignee for assignments for the benefit of

creditors and advisor to a chapter 11 trustee. He is a Certified Turnaround Professional

(Turnaround Management Association) and a Certified Insolvency and Restructuring Advisor

(Association of Insolvency and Restructuring Advisors).

12. Because Arch & Beam is well qualified to deal effectively with matters that may arise in the context of this Chapter 11 Case, the Debtor submits that the retention of Arch &

Beam and the designation of Mr. English on the terms and conditions set forth herein is necessary and appropriate, in the best interest of the Debtor’s estate, creditors, and all other parties in interest, and should be granted in all respects.

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Scope of Services

13. Subject to approval by the Court, the Debtor proposes to retain Arch & Beam to provide the Debtor with a CRO and the other Engagement Personnel as necessary on the terms and conditions set forth in the Engagement Agreement, except as otherwise explicitly set forth herein or in any order granting this Motion.

14. Generally, the Engagement Agreement contemplates that Mr. English and the other Engagement Personnel shall perform services customarily performed by a chief restructuring officer. This may include, but is not limited to, supporting the Debtor by:2

(a) Assisting the Debtor with post-closing and operational wind-down activities, including any transitions services;

(b) Providing consulting related to the drafting of a disclosure statement and plan of liquidation or reorganization, including the plan confirmation process;

(c) Assisting the Debtor with the collection of accounts receivables, liquidation of other assets and payment of administrative expenses;

(d) Performing administrative wind-down tasks, including final SEC reporting requirements;

(e) Performing claims and other financial analysis, as required;

(f) Providing services post-confirmation that could include plan administration services;

(g) Working with the Debtor’s bankruptcy, SEC and litigation legal counsel, as necessary, to implement the Plan and wind-down strategy;

(h) Providing analysis and support to legal strategies; and

(i) Performing any other customary actions for administration of a bankruptcy case, confirmation of a plan and/or implementation.

2 The summaries of the Engagement Agreement contained in this Motion are provided for purposes of convenience only. In the event of any inconsistency between the summaries contained herein and the terms and provisions of the Engagement Agreement, the terms of the Engagement Agreement shall control unless otherwise set forth herein.

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15. These services are necessary to enable the Debtor to finalize its plan of liquidation and successfully complete its restructuring.

Compensation and Reporting

16. As provided in the Engagement Agreement, as compensation for its services,

Arch & Beam will bill the Debtor on a monthly basis for consulting fees, plus reasonable out-of- pocket expenses incurred. Arch & Beam will also bill consulting fees on an hourly basis. Arch

& Beam’s standard hourly rates are $425 for senior managing directors (including Mr. English),

$395 for managing directors, $325 for directors, $250 for associates and $75-$125 for staff and administrative professionals.

17. Because Arch & Beam is not being employed as a professional under section 327 of the Bankruptcy Code, Arch & Beam is not required to submit fee applications pursuant to sections 330 and 331 of the Bankruptcy Code. Instead, Arch & Beam shall submit invoices to the Debtor. In addition, Arch & Beam will file with the Court and serve on the United States

Trustee and counsel for any official committee appointed in this Chapter 11 Case (collectively, the “Notice Parties”) a report on staffing (the “Staffing Report”) by the 20th of each month for the previous month (which may encompass either 4 or 5 weeks, as the case may be), which report will include the names of and tasks fulfilled by the CRO and the Engagement Personnel involved in this Chapter 11 Case and a summary chart that describes the compensation earned and itemizes the expenses incurred for the relevant period. The Notice Parties shall have 14 days after the date that each Staffing Report is served on the Notice Parties to object to such Staffing

Report. The Staffing Report, Arch & Beam’s staffing decisions, and all compensation identified in the Staffing Report will be subject to review by the Court in the event an objection is filed.

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18. The Debtor believes that Arch & Beam’s fees and compensation as set forth herein are reasonable and justified under the circumstances.

Indemnification

19. The Engagement Agreement provides that, subject to the limitations set forth in the Engagement Agreement, the Debtor will indemnify Arch & Beam, its employees, officers, directors, agents and any controlling person (together, the “Indemnitees”) from and against all liabilities, claims, suits, damages, judgments, reasonable costs and expenses, including reasonable counsel fees and disbursements, to which the Indemnitees may become subject arising in any manner out of or in connection with the services or matters that are the subject of the Engagement Agreement.

20. The Proposed Order modifies the Debtor’s indemnity obligation consistent with recent orders approved by the Office of the United States Trustee and entered in other cases in this District. Specifically, the Proposed Order provides that, notwithstanding anything contained in the Engagement Agreement, “[t]he Debtor is permitted to indemnify those persons serving as executive officers on the same terms as provided to the Debtor’s other officers and directors under the corporate bylaws and applicable state law, along with insurance coverage under the Debtor’s D&O policy,” and “[t]here shall be no indemnification of Arch & Beam or its affiliates during this Chapter 11 Case.” Such language is consistent with recent orders reflecting comments of the United States Trustee. See, e.g., In re Maurice Sporting Goods, Inc., et al., Case No. 17-12481-CSS, [D.I. 170] (Bankr. D. Del. Dec. 18, 2017); In re Ciber, Inc., et al., Case No. 17-10772-BLS, [D.I. 197] (Bankr. D. Del. May 11, 2017); In re Ryckman Creek

Resources, LLC, et al., Case No. 16-10292-KJC, [D.I. 10-7] (Bankr. D. Del. Feb. 29, 2016); In

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re AWI Delaware, Inc., et al., Case No. 14-12092-KJC, [D.I. 263] (Bankr. D. Del. Oct. 2,

2014).

21. The Debtor submits that this indemnity provision is a reasonable term and condition of Arch & Beam’s engagement, and is comparable to those generally obtained by firms similar to Arch & Beam in similar engagements.

Arch & Beam’s Disinterestedness

22. To the best of the Debtor’s knowledge, information, and belief, other than as set forth in the English Declaration, Arch & Beam: (a) has no connection with the Debtor, its creditors, other parties in interest, or the attorneys or accountants of any of the foregoing, or the

Office of the United States Trustee for the District of Delaware or any person employed in the

Office of the U.S. Trustee; and (b) does not hold any interest adverse to the Debtor’s estate.

23. Although the Debtor respectfully submits that the retention of Arch & Beam is not governed by section 327 of the Bankruptcy Code, the English Declaration discloses, among other things, any relationship that either Arch & Beam, Mr. English, or any individual member of the Engagement Personnel has with the Debtor, its significant creditors, or other significant parties in interest known to Arch & Beam. Based upon such disclosures, the Debtor submits that Arch & Beam is a “disinterested person” as that term is defined by section 101(14) of the

Bankruptcy Code.

24. In addition, as set forth in the English Declaration, if any new material facts or relationships are discovered or arise, Arch & Beam will provide the Court with a supplemental declaration disclosing, among other things, any conflicts.

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Basis for Relief

25. Section 363 of the Bankruptcy Code provides, in relevant part, that a debtor in possession “after notice and hearing, may use, sell or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b). Under applicable case law in this and other circuits, courts will approve a debtor’s proposed use of assets under section 363(b) if it represents a sound business purpose on the part of the debtor. See, e.g., In re Montgomery Ward

Holding Corp., 242 B.R. 147, 153 (Bankr. D. Del. 1999) (“In evaluating whether a sound business purpose justifies the use, sale or lease of property under Section 363(b), courts consider a variety of factors, which essentially represent a business judgment test.”); In re Martin, 91 F.3d

389, 395 (3d Cir. 1996) (explaining that courts defer to a trustee’s judgment concerning use of property under Bankruptcy Code section 363(b) when there is a legitimate business justification);

In re Delaware & Hudson R.R. Co., 124 B.R. 169, 175-76 (D. Del. 1991) (stating that courts have applied the “sound business purpose” test to evaluate motions brought pursuant to section

363(b)). Under the business judgment rule, a court will not interfere with the judgment of a board of directors unless there is a showing of “gross and palpable overreaching.” In re Marvel

Entm’t Group, Inc., 273 B.R. 58, 78 (Bankr. D. Del. 2002) (“[U]nder the business judgment rule, a board’s ‘decisions will not be disturbed if they can be attributed to any rational purpose’ and a court ‘will not substitute its own notions of what is or is not sound business judgment.’” (citing

Sinclair Oil Corp. v. Levien, 280 A.2d 717, 719-20 (Del. 1971))).

26. The relief requested herein is appropriate and warranted under each of the above standards. The decision to retain Arch & Beam and employ Mr. English as CRO should be authorized because it is based on a sound exercise of the Debtor’s business judgment. As described above, Mr. English has extensive experience acting as a senior officer and advisor for

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troubled companies. The Debtor further believes that Mr. English, in his capacity as CRO, and

the Engagement Personnel, will provide services that benefit the Debtor’s estate and creditors.

In addition, Arch & Beam has extensive experience in providing restructuring consulting

services in reorganization proceedings and has an excellent reputation for the services it has

rendered in chapter 11 cases on behalf of debtors and creditors throughout the United States.

27. In addition, the Debtor has been able to retain Arch & Beam and secure the

services of Mr. English and the Engagement Personnel during this Chapter 11 Case on economic

terms that are fair, reasonable, and beneficial to the Debtor’s estate. Moreover, the compensation

arrangement provided for in this Motion and the Engagement Agreement is consistent with and

typical of arrangements entered into by Arch & Beam and other restructuring consulting firms with respect to rendering similar services for clients such as the Debtor.

28. Based upon the foregoing, the Debtor submits that the retention of Arch &

Beam, and the designation of Mr. English as CRO on the terms set forth herein and in the

Engagement Agreement, is essential, appropriate, and in the best interest of the Debtor’s estate, creditors, and other parties in interest and should be granted in this Chapter 11 Case.

Notice

29. Notice of this Motion will be given to the following parties, or in lieu thereof, to

their counsel: (a) the Office of the U.S. Trustee; (b) the holders of the twenty (20) largest unsecured claims against the Debtor; (c) the Securities & Exchange Commission; (d) the Office of the United States Attorney General for the District of Delaware; (e) the offices of the attorneys general for the State of California where the Debtor is located; (f) the Internal Revenue Service;

(g) the U.S. Department of Justice; (h) counsel to Aesculap Inc.; (i) the United States

Environmental Protection Agency; and (j) parties requesting notice pursuant to Bankruptcy Rule

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2002. In light of the nature of the relief requested herein, the Debtor submits that no other or further notice is necessary.

No Prior Request

30. No prior application for the relief requested herein has been made to this or any

other court.

[remainder of page left intentionally blank]

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

form of the Proposed Order: (i) authorizing and approving the retention of Arch & Beam to provide interim management services, a CRO and certain additional personnel to the Debtor, effective as of March 19, 2018; (ii) appointing Mr. English as the Debtor’s CRO, effective as of

March 19, 2018; and (iii) granting such other and further relief as the Court deems just and

proper.

Dated: March 20, 2018 /s/ Monique B. DiSabatino______Wilmington, Delaware Mark 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, Delaware 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 [email protected] [email protected] [email protected]

-and-

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

Counsel for Debtor and Debtor-in-Possession

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

1 Dextera Surgical Inc., Case No. 17-12913 (KJC)

Debtor. Hearing Date: April 25, 2018 at 1:00 p.m. (ET) Objection Deadline: April 3, 2018 at 4:00 p.m. (ET)

NOTICE OF MOTION PLEASE TAKE NOTICE that on March 20, 2018, the above-captioned debtor and debtor in possession (the “Debtor”) filed the Debtor’s Motion (I) to Retain Arch & Beam Global, LLC to Provide Interim Management Services and Provide the Debtor a Chief Restructuring Officer and Additional Personnel and (II) to Designate Matthew English as the Debtor’s Chief Restructuring Officer, Nunc Pro Tunc to March 19, 2018 (the “Motion”) 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 Motion must be (a) in writing and served on or before April 3, 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, 3rd Floor, Wilmington, Delaware 19801; and (c) served as to be received on or before the Objection Deadline by the undersigned attorneys for the Debtor.

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.

PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON APRIL 25, 2018 AT 1:00 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, 5th FLOOR, COURTROOM 5, WILMINGTON, DELAWARE 19801.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

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.

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-and-

Counsel for Debtor and Debtor-in-Possession

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EXHIBIT A

Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

1 Dextera Surgical Inc., Case No. 17-12913 (KJC)

Debtor. Related to Docket No. __

ORDER AUTHORIZING THE DEBTOR (I) TO RETAIN ARCH & BEAM GLOBAL, LLC TO PROVIDE INTERIM MANAGEMENT SERVICES AND PROVIDE THE DEBTOR A CHIEF RESTRUCTURING OFFICER AND ADDITIONAL PERSONNEL AND (II) TO DESIGNATE MATTHEW ENGLISH AS THE DEBTOR’S CHIEF RESTRUCTURING OFFICER, NUNC PRO TUNC TO MARCH 19, 2018

Upon the motion (the “Motion”)2 of the Debtor for entry of an order pursuant to sections

105(a) and 363(b) of the Bankruptcy Code, authorizing the Debtor (i) to retain Arch & Beam to provide interim management services, a CRO and the Engagement Personnel and (b) to designate Mr. English as the Debtor’s CRO, nunc pro tunc to March 19, 2018 on the terms as set forth in the Engagement Agreement attached to the Motion as Exhibit B and the English

Declaration attached to the Motion as Exhibit C, all as more fully set forth in the Motion; and

this Court having jurisdiction over this matter 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 February 29, 2012; and this Court having found that this is a core proceeding

pursuant to 28 U.S.C. § 157(b)(2), and that this Court may enter a final order consistent with

Article III of the United States Constitution; and this Court having found that venue of this

proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and

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 All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

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this Court having found that the relief requested in the Motion is in the best interests of the

Debtor’s estate, its creditors, and other parties in interest; and this Court having found that the

Debtor’s notice of the Motion and opportunity for a hearing on the Motion were appropriate and no other notice need be provided; and this Court having reviewed the Motion; and this Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT,

1. The Motion is GRANTED as set forth herein.

2. The terms of the Engagement Agreement, as modified by the Motion and this

Order, are reasonable terms and conditions of employment and are hereby approved.

3. The Debtor is authorized to retain Arch & Beam, nunc pro tunc to March 19,

2018, to provide interim management services, the CRO and the additional personnel, pursuant to sections 105(a) and 363(b) of the Bankruptcy Code and the terms set forth in the Motion and the Engagement Agreement, subject to the following terms, which apply notwithstanding anything in the Motion or the Engagement Agreement to the contrary:

(a) Arch & Beam and its affiliates shall not act in any other capacity (for example, and without limitation, as a financial advisor, claims agent/claims administrator, or investor/acquirer) in connection with the above-captioned case.

(b) In the event the Debtor seeks to have Arch & Beam personnel assume executive officer positions that are different than the positions disclosed in the Motion, or to materially change the terms of the engagement by either (i) modifying the functions of personnel, (ii) adding new personnel, or (iii) altering or expanding the scope of the engagement, a motion to modify the retention shall be filed.

(c) Arch & Beam shall file with the Court with copies to the Notice Parties a report of staffing on the engagement for the previous month. Such report

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shall include the names and functions filled of the individuals assigned and a summary chart that describes the services provided, identifies the compensation earned by each executive officer and staff employee, and itemizes the expenses incurred for the relevant period. Time records shall (i) be appended to the staffing reports, (ii) contain detailed time entries describing the tasks performed on a daily basis and the corresponding charges (time multiplied by hourly rate), and (iii) be organized by project category. Where personnel are providing services at a “flat” rate, the time entries shall be kept in .5 hour increments. The Notice Parties shall have 14 days after the date each staffing report is served on the Notice Parties to object to such staffing report. In the event an objection is raised and not consensually resolved between the Debtor and the objecting party, all staffing and compensation shall be subject to review by the Court. Upon receipt of any objection, the Debtor shall deduct an amount equal to the amount objected to from the next weekly payments to Arch & Beam until such objection is resolved, either consensually or by Court order.

(d) No principal, employee or independent contractor of Arch & Beam and its affiliates shall serve as a director of the Debtor during the pendency of the above-captioned case.

(e) Subject to the Notice Parties’ rights to object as set forth in paragraph (c) above, the Debtor is authorized, but not directed, to pay, in the ordinary course of business, all amounts invoiced by Arch & Beam for fees and expenses incurred in connection with Arch & Beam’s retention.

(f) The Debtor is permitted to indemnify those persons serving as executive officers on the same terms as provided to the Debtor’s other officers and directors under the corporate bylaws and applicable state law, along with insurance coverage under the Debtor’s D&O policy.

(g) There shall be no indemnification of Arch & Beam or its affiliates during this Chapter 11 Case.

(h) For a period of three years after the conclusion of the engagement, neither Arch & Beam nor any of its affiliates shall make any investments in the Debtor or the Reorganized Debtor.

(i) Notwithstanding any provision of the Engagement Agreement to the contrary, Arch & Beam shall disclose any and all facts that may have a bearing on whether Arch & Beam, its affiliates, and/or any individuals working on the engagement have any interest adverse to the interests of the Debtor’s estate or of any class of creditors or equity security holders, or other parties in interest by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. The

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obligation to disclose identified in this subparagraph is a continuing obligation.

4. Notwithstanding any provision of the Engagement Agreement to the contrary,

there shall be no limitation of liability in connection with the Engagement Agreement.

5. The Debtor is authorized, nunc pro tunc to March 19, 2018, to appoint Mr.

English as CRO.

6. To the extent there is inconsistency between the terms of the Engagement

Agreement, the Motion, and this Order, the terms of this Order shall govern.

7. The Debtor is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion.

8. Notwithstanding the possible applicability of Rules 6004(h), 7062 and 9014 of

the Federal Rules of Bankruptcy Procedure or otherwise, the terms and conditions of this Order

shall be immediately effective and enforceable upon its entry.

9. This Court retains jurisdiction with respect to all matters arising from or related

to the implementation of this Order.

Dated: Wilmington, Delaware ______, 2018

Honorable Kevin J. Carey United States Bankruptcy Judge

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EXHIBIT B

Engagement Letter

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EXHIBIT C

English Declaration

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

1 Dextera Surgical Inc., Case No. 17-12913 (KJC)

Debtor.

DECLARATION OF MATTHEW ENGLISH IN SUPPORT OF DEBTOR’S MOTION (I) TO RETAIN ARCH & BEAM GLOBAL, LLC TO PROVIDE INTERIM MANAGEMENT SERVICES AND PROVIDE THE DEBTOR A CHIEF RESTRUCTURING OFFICER AND ADDITIONAL PERSONNEL AND (II) TO DESIGNATE MATTHEW ENGLISH AS THE DEBTOR’S CHIEF RESTRUCTURING OFFICER, NUNC PRO TUNC TO MARCH 19, 2018

MATTHEW ENGLISH makes this declaration pursuant to 28 U.S.C. § 1746 and states:

1. I am a Senior Managing Director of Arch & Beam Global, LLC (“Arch &

Beam”), a professional services firm engaged in the business of providing financial advisory and

related professional consulting services located at 2500 Camino Diablo, Suite 110, Walnut

Creek, CA 94597.

2. I submit this declaration (the “Declaration”) in support of the motion (the

“Motion”)2 of the Debtor, for entry of an order (i) authorizing the retention of Arch & Beam to

provide interim management services, a CRO and additional personnel, nunc pro tunc to March

19, 2018, and (ii) appointing me as the Debtor’s CRO, nunc pro tunc to March 19, 2018. Except

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 otherwise defined herein shall have the same meaning as that ascribed to them in the Motion.

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as otherwise noted, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto.3

Qualifications

3. Arch & Beam is well qualified to act on the Debtor’s behalf in the present case given the knowledge and expertise of its professionals with respect to chapter 11 proceedings.

Arch & Beam’s professionals have extensive experience in advising debtors in chapter 11 cases and have provided consulting, interim management and financial advisory services to numerous debtors, chapter 11 trustees, creditors’ committees and buyers in chapter 11 proceedings.

4. Furthermore, as noted above, I am a senior managing director at Arch & Beam, and have over twenty years’ experience in strategy, operations and turnaround consulting. I have held the title of CEO, COO or CFO in firms ranging from $5 to $150 million in revenues and have been a trusted advisor to leaders of multi-billion dollar divisions. My work has also included roles as chapter 11 financial advisor, federal receiver, assignee for assignments for the benefit of creditors and advisor to a chapter 11 trustee. I am a Certified Turnaround

Professional (Turnaround Management Association) and a Certified Insolvency and

Restructuring Advisor (Association of Insolvency and Restructuring Advisors).

Scope of Services

5. Subject to approval by the Court, the Debtor proposes to retain Arch & Beam to provide the Debtor with a CRO and the other Engagement Personnel as necessary on the terms and conditions set forth in the Engagement Agreement, except as otherwise explicitly set forth herein or in any order granting this Motion.

3 Certain of the disclosures herein relate to matters within the knowledge of other professionals at Arch & Beam and are based on information provided by those professionals to me.

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6. Generally, the Engagement Agreement contemplates that me and the other

Engagement Personnel shall perform services customarily performed by a chief restructuring

officer. This may include, but is not limited to, supporting the Debtor by:4

(a) Assisting the Debtor with post-closing and operational wind-down activities, including any transitions services;

(b) Providing consulting related to the drafting of a disclosure statement and plan of liquidation or reorganization, including the plan confirmation process;

(c) Assisting the Debtor with the collection of accounts receivables, liquidation of other assets and payment of administrative expenses;

(d) Performing administrative wind-down tasks, including final SEC reporting requirements;

(e) Performing claims and other financial analysis, as required;

(f) Providing services post-confirmation that could include plan administration services;

(g) Working with the Debtor’s bankruptcy, SEC and litigation legal counsel, as necessary, to implement the Plan and wind-down strategy;

(h) Providing analysis and support to legal strategies; and

(i) Performing any other customary actions for administration of a bankruptcy case, confirmation of a plan and/or implementation.

7. All of Arch & Beam’s services will be provided to the Debtor (a) at the request of the Debtor, (b) appropriately directed by the Debtor so as to avoid duplicative efforts among the professionals retained in the case, and (c) performed in accordance with applicable standards of the accounting profession.

4 The summaries of the Engagement Agreement contained in this Declaration are provided for purposes of convenience only. In the event of any inconsistency between the summaries contained herein and the terms and provisions of the Engagement Agreement, the terms of the Engagement Agreement shall control unless otherwise set forth herein.

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Staffing and Compensation

8. As provided in the Engagement Agreement, as compensation for its services,

Arch & Beam will bill the Debtor on a monthly basis for consulting fees, plus reasonable out-of-

pocket expenses incurred. Arch & Beam will also bill consulting fees on an hourly basis. Arch

& Beam’s standard hourly rates are $425 for senior managing directors (including me), $395 for managing directors, $325 for directors, $250 for associates and $75-$125 for staff and

administrative professionals.

10. Because Arch & Beam is not being employed as a professional under section 327

of the Bankruptcy Code, Arch & Beam is not required to submit fee applications pursuant to

sections 330 and 331 of the Bankruptcy Code. Instead, Arch & Beam shall submit invoices to

the Debtor. In addition, Arch & Beam will file with the Court and serve on the United States

Trustee and counsel for any official committee appointed in this Chapter 11 Case (collectively,

the “Notice Parties”) a report on staffing (the “Staffing Report”) by the 20th of each month for

the previous month (which may encompass either 4 or 5 weeks, as the case may be), which

report will include the names of and tasks fulfilled by the CRO and the Engagement Personnel

involved in this Chapter 11 Case and a summary chart that describes the compensation earned

and itemizes the expenses incurred for the relevant period. The Notice Parties shall have 14 days

after the date that each Staffing Report is served on the Notice Parties to object to such Staffing

Report. The Staffing Report, Arch & Beam’s staffing decisions, and all compensation identified

in the Staffing Report will be subject to review by the Court in the event an objection is filed.

Disinterestedness

11. Arch & Beam utilizes certain procedures (the “Firm Procedures”) to determine

its relationships, if any, to parties that may have a connection to the Debtor in this Chapter 11

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Case. In implementing the Firm Procedures, the following actions were taken to identify parties that may have connections to the Debtor and to determine Arch & Beam’s relationship with such parties:

(a) Arch & Beam requested and obtained from the Debtor an extensive list of interested parties and significant creditors (the “Potential Parties in Interest”). The list of Potential Parties in Interest that Arch & Beam reviewed is annexed hereto as Schedule A. The Potential Parties in Interest reviewed include, among others, the Debtor, current and former officers of the Debtor, former board members of the Debtor, customers, vendors, employees, and other parties in interest.

(b) The results of the conflict check were compiled and reviewed by employees of Arch & Beam, under my supervision. To the extent that the conflicts check indicated that Arch & Beam has a relationship with any parties in matters unrelated to this Chapter 11 Case, the identifies of such entities are set forth on Schedule B attached hereto. At this time, Arch & Beam is not aware of any relationship which would present a disqualifying conflict of interest.

12. Based on the results of the conflicts search, I represent that none of the services that were or will be provided in the course of other engagements (a) is connected in any way to this Chapter 11 Case, (b) will impact or conflict with the rights of the Debtor in this Chapter 11

Case, and (c) will compromise Arch & Beam’s ability to provide services in this Chapter 11 case.

13. More specifically, as a result of the Firm Procedures, I have thus far ascertained that, except as may be set forth herein, upon information and belief, if retained, Arch & Beam:

(a) is not a creditor of the Debtor (including by reason of unpaid fees for prepetition services) or an equity security holder of the Debtor;

(b) is not and has not been, within two years before the date of the filing of the petitions, a director, officer (other than by virtue of Arch & Beam employees serving in the roles as CRO and/or Engagement Personnel (pre and post-petition) as described in the Motion and the Engagement Agreement), or an employee of the Debtor;

(c) does not have any interest materially adverse to the interests of the Debtor estates, or of any class of creditors or equity security holders, by reason of any direct or

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indirect relationship to, connection with, or interest in, the Debtor, or for any other reason; and

(d) is not aware of any asserted or potential claims against Arch & Beam, me, or any Engagement Personnel arising from any act or omission in the course of Arch & Beam prepetition engagement with the Debtor.

15. It should be understood that Arch & Beam’s present or former clients and their

affiliates, officers, directors, principal shareholders, and their respective affiliates may have had

relationships with parties in interest in this case of which Arch & Beam was not informed or,

subsequent to the performance of Arch & Beam’s services, may have developed relationships

with such parties of which Arch & Beam and I are unaware.

16. To the best of Arch & Beam’s knowledge and belief, none of Arch & Beam’s

current or former clients (including their affiliates, officers, directors, principal shareholders, and

their respective affiliates) is connected to the entities listed below, other parties in interest herein

or interests adverse to such parties

17. As may be necessary, Arch & Beam will supplement this Declaration if it

becomes aware of a relationship that may adversely affect Arch & Beam’s retention in this case

or would otherwise require additional disclosure.

I declare under penalty of perjury under the laws of the United States of America that, to the best of my knowledge and after reasonable inquiry, the foregoing is true and correct.

______Matthew English Senior Managing Director Arch & Beam Global, LLC

Executed this 20th day of March, 2018

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SCHEDULE A – POTENTIAL PARTIES IN INTEREST

Debtor Ascension Health Dextera Surgical Inc. Asklepios Kliniken Hamburg Audie L Murphy VA Hospital Present and Former Officers Aventura Hospital & Medical Center Michael Bates B.Braun Surgical, S.A. Liam Burns B. Braun Medical Inc. Julian Nikolchev Robert Y. Newell IV Baptist Health South Florida Gregory Watson Baptist Hospital of Miami Thomas Palermo Bergmannsheil University Bethesda North Hospital Board Members Brigham & Women's Hospital Thomas A. Afzal Broadgreen Hospital Samuel Navarro Cardiocentro - Switzerland Gregory Casciaro Cardiocentro Ticino R. Michael Kleine Catholic Health Initiatives Century Medical Inc Buyer Charleston Area Medical Center AESCULAP, Inc. Children's Hospital Childrens Hospital Alabama Insurance Companies Childrens Medical Center Blue Shield of California Citrus Valley Medical Center Kaiser Citta Di Lecce Hospital Preferred Employers Ins. Co. Clemenshospital Muenster Provident Life & Accident Confluence Health UNITEDHEALTHCARE Connecticut Children's Medical Center Unum Life Insurance Company DACH - Switzerland Vision Service Plan - (CA) DACH Medical - Switzerland DACH Medical Austria Utilities DACH Medical Group GmbH AT&T Dayton Children's Hospital AT&T Long Distance Dell Childrens Medical Center TPX Communications Denton Regional Medical Center Deutsches Herzzentrum Munich Customers Donau Isar Klinikum AI Dupont Hospital for Children Downey Regional Medical Center Al Danah Medical Company Duomed N.V. Albany Medical Center Edinburgh Royal Infirmary All Children's Hospital Elk Berlin Altoona Regional Health System Erasmus Medical Center Ameos Klinikum Halberstadt Evanston Hospital Appleton Medical Center Florida Hospital Celebration

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Freeman Hospital - UK Klinikum St Elisabeth Froedtert Memorial Lutheran Hospital Klinikum-Uni Muenster Gastro Munchen-Bogenhausen Klink Garmisch-Partenkirchen Gesundheit Nord GmbH Krankenhaus Nordwest Glendale Adventist Kreiskrankenhaus Blaubeuren Glendale Adventist Lahey Health Shared Services Golden Jubilee National Hospital Las Palmas Medical Center Good Samaritan Hospital Lawnwood Regional Medical Center Gundersen Lutheran Leiden University Hartford Hospital Lenox Hill Hospital - Nslij HCA Central Atlantic Supply Liberty Hospital Henry Ford Health System LKH Judenberg Henry Ford Macomb Hospital LKH Leoben Herz und Diabeteszentrum NRW Long Beach Memorial Med Ctr Herzzentrum Dresden GMBH Long Island Jewish Medical Center Holy Cross Hospital Lst Europe B.V. Hospital IMM Maine Medical Center Inselspital Manuela Psimitis & Co S.A. InstitutHospitalo Strasbourg Marienhospital Wesel Inter-Community Medical Center (Citrus Mayo Foundation Valley) McLaren Regional Med Center Intuitive Surgical Inc. McLaren Port Huron Iona Surgical Ltd MD Anderson Cancer Center John Hopkins Enterprise Medical Center Hospital John Radcliffe Hospital Medical Center Lewisville Kantonsspital St.Gallen Medical Center of Arlington Kath Klinikum Marienhof Medical Center Of Central GA Kebomed UK Medical Center of Georgia Kings County Hospital Medical Center of McKinney Klin Sindelfingen-Böblingen Medical Center of Odessa Klinik Herford Medical City Dallas Klinik Löwenstein GmbH Memorial Health Services Klinik Shillerhoehe Memorial Healthcare System Kliniken Maria Hilf Memorial Hermann Healthcare Klinikum Augsburg Memorial Hermann Hospital (MHHS) Klinikum Bamberg Memorial Medical Center Klinikum Bogenhausen Munich Memorial Sloan-Kettering Hospital Klinikum Bremen-Mitte Mercy Hospital of Buffalo Klinikum Bremen-Ost Methodist Hospital Klinikum Bruderwald Bamberg Methodist Sugar Land Hospital Klinikum Ernst von Bergmann Methodist Willowbrook Hospital Klinikum Heidenheim Miami Childrens Hospital Klinikum Iniverstat Cologne Midland Memorial Hospital Klinikum Kassel - GNH AG Midwest Regional Medical Center Klinikum Lippe Mount Sinai Hospital Klinikum Mittlebaden GmbH Mount Sinai SLR AP

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National Instruments St Cloud Hospital Nationwide Children's Hospital St David's South Austin Medical Center New York-Presbyterian Hospital St John - Ascension Northshore University Health St John Hospital (Midet) NSLIJ Health System St John Macomb NYU-Hospital Center - Langone St Josefs Krankenhaus Ocean Springs Hospital St Joseph Hospital (Exempla) Ohio Health St Luke's Episcopal Hospital Ohio State University Med Cntr St Mary Medical Center Oklahoma Heart Hospital South St Mary's Hospital OLV Campus Aalst - Belgium St Michael's Medical Center Orange Coast Memorial Center St Vincentius-Kliniken gAG Orlando Health - Reg Medical St. Johannes Hospital Orlando Regional Medical Center Stadklinik Baden-Baden Ospedale Santa Chiara Stadtisches Klinikum Munchen Our Lady of Lourdes Medical Center Stadtisches Krankenhaus Overlake Hospital Med Center Stanford University Medical Center Palmetto General Hospital Straub Clinic & Hospital Papworth Hospital Suedharz Klinikum Nordhausen Parkwest Medical Center Suedharz Klinikum Ordhausen Policlinico Umberto Primo Sutter Solano Medical Center Presbiterian/St Lukes Medical Center Tecno Health (aka SICSYSTEM) Rarasota County Public Hospital Terre Haute Regional Resurrection Medical Center The James Cook Univ Hospital Rhein-Maas Klinikum GmbH The Medical Center, Beaver Rhon-Klinikum AG The Methodist Hospital Rigshospitalet Tontarra Medizintechnik GMBH Robert Wood Johnson University Hospital Trinity Health (Frmly Che) Robert-Bosh-Krankenhaus U K Schleswig-Holstein Roswell Park Cancer Institute UAB Health System Royal Brompton Hospital UC Irvine Royal Hospital - Yorkhill UCLH-Unv College London Hospital Royal Victoria Hospital UF Health Strands Hospital Rush University Medical Center UK Schleswig-Holstein S.Giuseppe Moscati - Italy UKSH - Lubeck S+S Medizintechnik UMASS Memorial Saddleback Memorial Medical Center UMC Maastricht Saint Anthony Medical Center UNIV Der Johannes Mainz Saint Joseph's Hospital Univ. Magdeburg Sana Klinikum Lichtenberg Universitat der Johannes Sarasota County Public Hospital Universitatsklinikum Aachen Scott & White Memorial Hospital Universitatsklinikumtubingen Scott & White Round Rock Hospital Universitatsmedizin Rostock South Miami Hospital University Hospital Cologne SRH Wald-Klinikum Gera GmbH University of Alabama Health System St Alphonsus Regional Medical Ctr University of Arkansas for Medical Sciences

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University of Arkansas Med Science Aon Consulting University of Chicago Atlas Copco Compressors LLC University of Chicago Hospitals Baird Industries University of Corunna-SPAIN BAP Manufacturing, Inc. University of Kansas Hospital Bay Area Labels University of Kentucky Bay Area Printer & Data Service University of Maryland Bay Centerless Grinding University of Maryland Medical Center BDO University of Miami Hospital Berg Capital Markets, LLC University of New Mexico Hos Bernard Hausen University of Tuebingen Brendan C. Visser Universtatklinikum Aachen Britt Manufacturing UPMC Broadridge UPMC Altoona Brunk Industries UPMC Presbyterian BSI Management Sys. America UPMC Shadyside Business Filings Division Verwaltung des Klinikums Tuebingen Business Wire, Inc. Veteran Affairs Medical Center Cadence, Inc. Veterans Affairs CDW Direct LLC VMS-GmbH Vital Med Solutions Cellotape, Inc. Warren Ohio Hospital Company Century Spring Wesley Medical Center Ceta Tech, Inc. West Kendall Baptist Hospital Chase MedSearch White Memorial Medical Cntr Chris Borg Cintas Corporation Vendors Citi Cards A&E Anodizing Co. Cleanroom Service Inc. A-1 Jay's Machining Clinical Trial Database Syst ABFO CMC Able Electropolishing Co. Cole Instrument Co. ACLSA, LLC Cole-Parmer Instrument Co. Aduro Laser Colorprint Advanced Forming Tech. Computershare Advanced Tool & Supply Connor Group LLC Aerotek Commercial Staffing Content Management Corp Aflac Cook Spring Co. Inc. AIM Plastics, Inc. Cooley Godward Kronish LLP A-Laser Core Power Services, Inc. Alpha Bronze, LLC CP Construction American International Chemical CT Corporation American Red Cross CUSIP American Stock Transfer Custom EDM Anamet, Inc. D&B Andrew Tosdevin DataSafe Angela Bitting Decca Design Animal Biotech Industries DHL Express (USA), Inc

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Dimensional Swiss Products L&T Technology Services Document Center Lake Region Medical Domecus Consulting Services Landust Networks LLC. Donovan's Pest Control, Inc. Laser Star Technologies DTSC Lee Spring Company Dymax Corporation Levine Bagade Han LLP Economic Packagina & Cleanroom Lighthouse Services Inc. EDM Preventive Maintenance MailFinance Electro Polish Systems Mainfreight San Francisco Emp. Screening Services, INC Margaret P. McLaughlin Environmental Health Fee Mark S. Soberman MD Esma, Inc. Mark-10 EVC Group, Inc Martin Davis Expedite Precision Works Inc. Matheson Factory Mation Matrix Tooling, Inc. Fed Ex Matthew Frushell FedEx Freight West Maximum Oil Services, LLC Fisher Scientific Mayo Clinic FotoFab Mayo Foundation for Medical Freudenberg Medical, LLC McMaster Carr GMP Labeling MDSS GmbH GoEngineer Mechanical Advantage LLC Gold Rush Express Mediant Communications LLC Grainger Michael Berg GRM Information Management Micro Precision GS1 US MicroMed Labs Guardian Anytime Minitab Inc HCP LS Redwood City, LLC Moore Medical Health+Commerce Morgan Systems, Inc. HGA Motion Dynamics Corporation Hopwood Tool & Die MSC Industrial Supply HS&S Incorporated Murdock Martell Hurley Mfg. Co. National Registered Agents IDEM Translations, Inc. Nefab Companies, Inc. Indicate Technologies, Inc Nelson Associates Insight Business Systems NeoFunds by Neopost Inc Inspire Products, Inc. Neopost Inc Instron Corporation Neopost USA Inc. International Polymer Eng Nicole Osmer Interplex Etch Logic LLC Nilfisk-Advance America Inc Interplex Nascal, Inc NOR-CAL Controls INVeShare Inc. Nor-Cal Moving Services IPFS Norman Noble, Inc. Jaymie Dubois Novation LLC Kern Global Language Service Nusil Technology LLC Klintworth & Rozenblat Olander Company

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Oliver Products Company Staples Business Advantage Omega 1st, LLC State Board of Equalization Orphir Stericycle Inc. Pacific Heat Treating Sterigenics Pacific Plastics SteriMark Inc. Particle Service, Inc. Steven Label Corporation Peach State AORN Stock & Option Solutions Inc. Plus Ten Stainless Stock Drive Products PMI Strategic Building Services Pomeroy Industries, Ltd. Syneo, LLC Precise Aerospace Mfg T.O. Plastics Precise Plastic Products Target CW Precision Associates Inc. Technical Manufacturing West Precision Extrusion Tegra Medical Precision Punch Corp. Teklynx Americas, Inc. Prent Corporation TelePacific Communications ProtoLabs, Inc. Terra Universal, Inc. Protomold The Conference Group Prudential Cleanroom Services The NASDAQ Stock Market PTA Corp. Tigran Khalapyan, MD R Square Associates Tom Fee Illustrations R&L Spring Company Tool Technology Distributors RapidPro RP Top Tool Co./Cirtec Ready Refresh Toshiba Financial Services Real Staffing Group Transducer Techniques Reliable Fire Extinguisher Triad Plastic Technologies Rene A. Ricks Ulbrich Stainless Steel & Richard Quindry Photograph ULINE RL&F Service Corp. UPS Roberts Swiss Inc. US Healthworks Medical Grp RR Donnelley US Healthwork RS Hughes Verizon Wireless Safety-Kleen (Clean Harbors) Vero Software, Inc Sefcikprod Vintage Selway Machine Tool Company Vintage Filings Sentry Air Systems, Inc. Visser, Brend & Co. Shanda H. Blackmon VWR International Shars Tool Company Wall Street Transcript Society for human resource Wells Fargo Equip Finance Sodick, INC Western Allied Mechanical Southern Cal Investor Conf Western NRG, Inc Southington Tool & Mfg Western Tool & Supply Co. Spaceage Tool & Mfg., Inc. Westpak, Inc. Spectralytics WIIL Medical LLC Stack Plastics, Inc. William Younger Stanford Hospital William Hiram

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WirelessGuys KBB Asset Management LLC Woodruff-Sawyer & Co. Kevin T Larkin XACT Wire EDM Corporation Marissa Gonzalez YourFlueNurse.com Mark F Sobolik Zoom Imaging Solutions, Inc. Mark R Halperin Marlee Capital Inc Equity Holders Matthew Chroust Amy Worthington Matthew L Stockham APEX Clearing Corporation Mitchell Management AST Exchange Agent #21649 National Financing Services LLC AST Exchange Agent #21650 Neil K Reinhardt AST Exchange Agent #21652 Newell Family 1999 TR UA dated 10/12/99 Board of Trustees of The Leland Stanford NFS/FMTC Roth IRA Junior University (SBST) Pershing LLC Board of Trustees of The Leland Stanford Peter Kent Junior University Daperl RBC Wealth Management Brian M Herman Richard T Califano Brian Schar Robert G Alliston Bridge Capital Management LLC Robert M Halperin Brio Capital Master Fund Ltd Robert Y and Ethel N Newell TTEE Bryan D Knodel Severina M Ciucci Carmine J Demarzo Stanford Management Company Cede & Co. (Fast Account) Susan Sewell Charles F Caldwell Terry J Topercer & Erin M Topercer Jt Ten Charles Schwab & Co. Inc. Tom Fischer Cheryl E Swett Wedbush Securities Chin Tran Wedbush Securities Prime Brkr Cornielle Fund LP, a Partnership Yaeer E Lev David ND Tran Douglas L Mitchell Employees Edward W Walbridge Trust U/A DTD Adam Shively 08/20/2002 Adriana Espana Recio Edward Waring Walbridge TTEE Alain Defrenne Empery Asset Management LP Alvin De Leon Calvillo Empery Asset Master Ltd Anthony Martinez Empery Tax Efficent II LP Arcelia Arguello Empery Tax Efficent LP Ari Goldberg Eric J Keller Benjamin Matthias Fred O'Meally Christopher Lewis George C Eckert II Daniel Cudworth Howard Mofshin Ding Chen Jannette Buchanan Doris Pon Lam Jesse Roggen Ernesto Estrada Hernandez John C Stanton Eva Duran Jurg Grunenfelder Gurjit Kaur Kathy H Davies Harjinder Kaur

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Harold Kurzweil San Mateo County Tax Helen Rodriguez Securities & Exchange Commission Ira Ison Securities & Exchange Commission, New Ivan Angeles Wisconsin Dept. of Revenue James Lango York Regional Office Jason Pinsonnault Jimmie Huynh Professionals John Rivera Cooley LLP Julie Wilderman Covington & Burling, LLP Karen Sayavong Donnelley Financial, LLC Kevin Hudelson Ellenoff Grossman & Schole Mai Xiong IPXLaw Group LLP Marco Molina JP Morgan Securities Inc Margaret Carter Leonard Consulting, LLC Maria Lopez Moss Adams LLP Mary Wilder Quine IP Law Group Maryrose Ferrer Roberts Consulting & Engr. Mihailo Beljakovic Vista IP Law Group Nelson Wu Womble Carlyle Sandridge & Rice Pablo Hambly Pamela Segale Delaware Bankruptcy Judges and Clerk Patrick Wai Hong Poon of the Court Philip Dominguez Carey, Kevin J. Qad Inc. Gross, Kevin Rajivkumar Gandhi Shannon, Brendan L. RDG Filings Silverstein, Laurie Selber Realize Inc Sontchi, Christopher S. Scott King Walrath, Mary F. Thanh Dinh O’Boyle, Una Veronika Jedlicka U.S. Trustee's Office, District of Delaware Governmental Agencies Tinker, T. Patrick CA Chamber of Commerce Attix, Lauren California Communic. Exchg. Buchbinder, David CA Dept of Public Health Casey, Linda City of Redwood City Dice, Holly County Of Orange Dortch, Shakima L. Delaware Secretary of State Fox, Jr., Timothy J. DE Secretary of State, Division of Giordano, Diane Corporations Green, Christine Delaware State Treasury Hackman, Benjamin Food and Drug Administration Heck, Jeffrey Franchise Tax Board Keilson, Brya Georgia Dept of Revenue Kenney, Mark Internal Revenue Service Leamy, Jane New York State Corp Tax McCollum, Hannah M.

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O'Malley, James R. Panacio, Michael Sarkessian, Juliet Schepacarter, Richard Serrano, Edith A. Starr, Karen Vinson, Ramona Weissgerber, Jaclyn West, Michael Wynn Dion

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SCHEDULE B – RELATIONSHIPS WITH POTENTIAL PARTIES IN INTEREST

Arch & Beam previously worked with BDO and Cooley LLP in connection with matters unrelated to this Chapter 11 Case.

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