case 17-12913 doc 3 filed 12/12/17 page 1 of 12 · 2017-12-12 · dated february 29, 2012. this...

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

Dextera Surgical Inc.,'

Chapter 11

Case No. 17-12913 ( )

Debtor.

APPLICATION OF THE DEBTOR FOR ENTRY OF AN ORDER APPOINTING RUST CONSULTING/OMNI BANKRUPTCY AS CLAIMS

AND NOTICING AGENT, NI/NC PRO TUNCTO THE PETITION DATE

By this application (the "Section 156(c) Application"), the above-captioned debtor and

debtor-in-possession (the "Debtor") seeks the entry of an order (the "Order"), substantially in the

form attached hereto as Exhibit A, pursuant to 28 U.S.C. § 156(c), section 105(a) of title 11 of

the United States Code (the "Bankruptcy Code"), Rule 2002(0 of the Federal Rules of

Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2002-1(0, of the Local Rules of

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

Delaware (the "Local Rules"), appointing Rust Consulting/Omni Bankruptcy ("Rust/Omni") as

claims and noticing agent ("Claims Agent") in the above-captioned chapter 11 case, effective

nunc pro tunc to the Petition Date (as defined below). In support of this Section 156(c)

Application, the Debtor submits the Declaration of Paul Deutch (the "Deutch Declaration")

attached hereto as Exhibit B, and respectfully states as follows:

JURISDICTION

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

has 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,

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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dated 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 Local Rule 9013-1(f) to

the entry of a final order by the Court in connection with this Section 156(c) Application to the

extent that 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. 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 section 156(c) of title 28 of

the United States Code, Bankruptcy Rule 2002(f) and Local Rule 2002-1(0.

BACKGROUND

4. On the date hereof (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 a debtor and debtor in possession pursuant to sections 1107 and

1108 of the 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 Section 156(c) Application and the Chapter 11 Case, is set forth in

greater detail in the Declaration of Julian Nikochev in Support of Dextera Surgical Inc. 's First

Day Motions (the "First Day Declaration"), which is incorporated by reference herein.

RELIEF REQUESTED

6. By this Section 156(c) Application, the Debtor seeks the entry of an order,

substantially in the form attached hereto, authorizing the employment and retention of

Rust/Omni as Claims Agent for this Chapter 11 Case pursuant to the terms of that certain

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engagement agreement, dated as of December 1, 2017, by and between Rust/Omni and the

Debtor (such agreement together with all amendments, modifications, renewals thereof and all

documents ancillary thereto or otherwise entered into in connection therewith, are collectively

referred to herein as the "Engagement Agreement"), a copy of which is attached hereto as

Exhibit C and incorporated by reference herein.

RUST/OMNI'S QUALIFICATIONS AND SERVICES

A. Rust/Omni's Qualifications

7. Rust/Omni is one of the nation's leading chapter 11 administrators, with extensive

experience in claims and notice processing. Indeed, Rust/Omni has developed efficient and cost-

effective methods to handle properly the voluminous mailings associated with the claims and

noticing portions of chapter 11 cases to ensure the orderly and fair treatment of all creditors,

equity security holders, and other parties in interest. Further, Rust Omni will work with the

Clerk's Office for the United States Bankruptcy Court for the District of Delaware (the "Clerk's

Office") to ensure that such methodology conforms with all of the Court's procedures, the Local

Rules, and the provisions of any orders entered by the Court.

8. Rust/Omni has acted as Claims Agent in numerous chapter 11 cases filed in this

District and in other jurisdictions nationwide. See, e.g., In re Karmaloop, Inc., Case No. 15-

10635 (MFW) (Banta. D. Del. Mar. 25, 2015); In re Ultura (LA), Inc., Case No. 14-12382 (KG)

(Bankr. D. Del. Oct. 23, 2014); In re S.B. Restaurant Co., Case No. 14-13778 (Bankr. C.D. Cal.

July 15, 2014); In re HDOS Enterprises, Case No. 14-12028 (Bankr. C.D. Cal. Mar. 19, 2014); In

re American Suzuki Motor Corp., Case No. 12-22808 (Bankr. C.D. Cal. Nov. 28, 2012); In re

Allied Sys. Holdings, Inc., Case No. 12-11654 (CSS) (Bankr D. Del. June 6,2012); In re Perkins

& Marie Callender 's Inc., Case No. 11-11795 (KG) (Bankr. D. Del. June 14, 2011); In re

Innkeepers USA Trust, Case No. 10-13800 (KG) (Bankr. S.D.N.Y. July 19, 2010); In re ACT

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Crunch Acquisition, LLC, Case No. 09-12889 (Bankr. S.D.N.Y., May 6, 2009); In re Pacific

Energy Res., Ltd., Case No. 09-10785 (KJC) (Bankr. D. Del. Mar. 10, 2009); In re Estate Fin.

Mortgage Fund LLC, Case No. 08-11535 (Bankr. C.D. Cal. Oct. 8, 2008); In re Mervyn's

Holdings, LLC, Case No. 08-11586 (KG) (Bankr. D. Del. July 29, 2008); In re ComUni Lending,

Inc., Case No. 08-50030 (Banks. N.D. Cal. Jan. 22, 2008); In re Refco Commodi Mgmt., Inc.,

Case No. 06-12436 (Bankr. S.D.N.Y. Nov. 15, 2006); In re Owens Coming Sales, LLC, Case No.

00-3837 (KG) (Bankr. D. Del, Oct. 5, 2000).

9. The Debtor's estate, and particularly the Debtor's creditors, will benefit from

Rust/Omni' s significant experience in acting as Claims Agent in other cases and the efficient and

cost-effective methods that Rust/Omni has developed as a result.

10. Rust/Omni is fully equipped to manage the volume involved in properly sending

the required notices to, and processing the claims of creditors and other interested parties in this

Chapter 11 Case. Rust/Omni will follow the notice and claim procedures that conform to the

guidelines promulgated by the Clerk of Court and the Judicial Conference of the United States

for the implementation of 28 U.S.C. § 156(c) (the "Judicial Conference").

B. Rust/Omni's Disinterestedness

11. To the best of the Debtor's knowledge, and as disclosed in the Deutch

Declaration: (a) Rust/Omni is a "disinterested person" within the meaning of Bankruptcy Code

section 101(14); (b) Rust/Omni holds no interest materially adverse to the Debtor and its estate

with respect to matters that the Debtor seeks to employ Rust/Omni to handle; and (c) Rust/Omni

has no material connection to the Debtor, its creditors, or related parties set forth herein, except

as disclosed in the Deutch Declaration. Rust/Omni may have relationships with certain of the

Debtor's creditors as vendors or in connection with cases in which Rust/Omni serves or has

served in a neutral capacity as Claims Agent for another chapter 11 debtor.

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12. Rust/Omni represents, among other things, that:

(a) it will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its

capacity as Claims Agent;

(b) by accepting employment in this bankruptcy case, Rust/Omni waives any right to receive compensation from the United States government in its

capacity as Claims Agent;

(c) in its capacity as Claims Agent, Rust/Omni will not be an agent of the United States and will not act on behalf of the United States; and

(d) Rust/Omni will not employ any past or present employees of the Debtor in connection with its work as Claims Agent.

13. Should Rust/Omni discover any new relevant facts or relationships bearing on the

matters described herein during the period of its retention, Rust/Omni will use reasonable efforts

to promptly file a supplemental affidavit.

C. Services to Be Provided

14, This Section 156(c) Application pertains only to the work to be performed by

Rust/Omni as Claims Agent under the Clerk's delegation of duties permitted by 28 U.S.C.

§ 156(c) and Local Rule 2002-1(0, and any work to be performed by Rust/Omni outside of this

scope is not covered by this Section 156(c) Application or by any Order granting approval

hereof. At the request of the Debtor or the Clerk's Office, Rust/Omni will provide various

services as Claims Agent pursuant to the Engagement Agreement, including, without limitation,

the following:

(a) Prepare and serve required notices and documents in this Chapter 11 Case in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtor and/or the Court, including (i) notice of the commencement of this case and the initial meeting of creditors under Bankruptcy Code section 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on motions filed by the Debtor, (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other

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documents as the Debtor or the Court may deem necessary or appropriate for an orderly administration of this case;

(b) Maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs (collectively, the "Schedules"), listing the Debtor's known creditors and the amounts owed thereto;

(c) Maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in subsections (i), (j) and (k) of Rule 2002 and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in-

interest or the Clerk;

(d) Furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors;

Maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received;

For all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket numbers(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of

service, and (iv) the date served;

Process all proofs of claim received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the

original proofs of claim in a secure area;

Maintain the official claims register for the Debtor (the "Claims Register") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the Debtor, and (vii) any disposition of the

claim;

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(i) Implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original claims;

(j) Record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e);

(k) Relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Claims Agent, not less than weekly;

(1) Upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims

(m) Register for the Clerk's review (upon request by the Clerk's Office and otherwise on a quarterly basis);

(n) Monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Register;

(o) Assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtor or the Court, including through the use of a case website and/or call center;

(p) If this case is converted to chapter 7, contact the Clerk's Office within three (3) days of the notice to Claims Agent of entry of the order converting the case; Thirty (30) days prior to the closing of this case, to the extent practicable, request that the Debtor submit to the Court a proposed Order dismissing the Claims Agent and terminating the services of such Claims Agent upon completion of its duties and responsibilities

and upon the closing of this case;

(q) Within seven (7) days of notice to Claims Agent of entry of an order closing the Chapter 11 Case, provide to the Court the final version of the Claims Register as of the date immediately before the closing of this case;

and

(r) At the closing of this case, box and transport all original documents, in proper format, as provided by the Clerk's Office, to (i) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, Pennsylvania 19154; or (ii) any other location requested by the Clerk's

Office.

15. The Claims Register shall be opened to the public for examination without charge

during regular business hours and on a case-specific website maintained by the Claims Agent.

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D. Rust/Omni's Compensation

16. The Debtor proposes to retain Rust/Omni at the rates set forth in the Engagement

Agreement. The cost of Rust/Omni's services will be paid from the Debtor's estate, as provided

by 28 U.S.C. § 156(c) and Bankruptcy Code section 503(b)(1)(A). The Debtor believes that the

proposed rates to be charged by Rust/Omni are reasonable and appropriate for services of this

nature. The Debtor respectfully submits that Rust/Omni's rates for its services in connection

with the claims and noticing processing services are competitive and comparable to the rates

charged by its competitors for similar services.

17. Prior to the Petition Date, Rust/Omni performed certain professional services for

the Debtor in accordance with the Engagement Agreement. .

18. Rust/Omni holds a $10,000 retainer received from the Debtor prior to the Petition

Date. Rust/Omni seeks to first apply the retainer to all prepetition invoices and to retain any

unapplied portion as a retainer throughout the pendency of this case.

19. The Debtor respectfully requests that the fees and expenses of Rust/Omni

incurred in the performance of its services in connection with this Chapter 11 Case be: (a) treated

as an administrative expense of the Debtor's estates; and (b) paid by the Debtor to Rust/Omni in

the ordinary course of business without seeking further leave from the Court. Rust/Omni agrees

to maintain records of all services showing dates, categories of services, fees charged and

expenses incurred, and to serve monthly invoices on the Debtor, the Office of the United States

Trustee, counsel for the Debtor, counsel for the DIP Lender], counsel for any official committee,

if any, and any party-in-interest who specifically requests service of the monthly invoices. If any

dispute arises relating to the Engagement Agreement or monthly invoices, the parties shall meet

and confer in an attempt to resolve the dispute; if resolution is not achieved, the parties may seek

resolution of the matter from the Court.

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20. Rust/Omni will comply with all requests of the Clerk's Office and the guidelines

promulgated by the Judicial Conference.

BASIS FOR RELIEF

21. Section 156(c) of title 28 of the United States Code, which governs the staffing

and expenses of bankruptcy courts, states in pertinent part:

Any court may utilize facilities or services, either on or off the court's premises, which pertain to the provision of notices, dockets, calendars, and other administrative information to parties in cases filed under the provisions of title 11, United States Code, where the costs of such facilities or services are paid for out of the assets of the estate and are not charged to the United States. The utilization of such facilities or services shall be subject to such conditions and limitations as the pertinent circuit

council may prescribe.

28 U.S.C. § 156(c).

22. In addition, Local Rule 2002-1(0 provides, in relevant part, as follows:

Notice and Claims Clerk. Upon motion of the debtor or trustee, at any time without notice or hearing, the Court may authorize the retention of a notice and/or claims clerk under 28 U.S.C. § 156(c). In all cases with more than 200 creditors or parties in interest listed on the creditor matrix, unless the Court orders otherwise, the debtor shall file such motion on the first day of these cases or within seven (7) days thereafter.

L.R. Bankr. P. 2002-1(0.

23. In addition, Bankruptcy Code section 105(a) authorizes the Court to issue "any

order, process, or judgment that is necessary or appropriate to carry out the provisions of this

title."

24. Accordingly, 28 U.S.C. § 156(c) empowers the Court to utilize outside agents and

facilities for notice, claims, and solicitation purposes, provided the debtor's estate pays the cost

of such services. Additionally, Local Rule 2002-1(0 requires, in all cases with over 200

creditors (such as the Debtor's Chapter 11 Case), a debtor to file an application to retain a claims

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agent on the first day of the case or within seven (7) days thereafter. The Court may enter an

order approving the retention of a claims agent pursuant to Bankruptcy Code section 105(a).

25. The Debtor respectfully submits that authorizing the relief requested herein on an

expedited basis is appropriate in this case due to the number of creditors and other parties-in-

interest involved in this case, which will likely impose heavy administrative and other burdens

on the Debtor, the Court, and the Clerk's Office. The size of the Debtor's creditor and interested

party body makes it impracticable for the Debtor to undertake the task of sending notices to

creditors and other parties-in-interest without assistance. For ease of administration of its estate,

the Debtor proposes to engage Rust/Omni as its Claims Agent. The Debtor believes that the

retention of Rust/Omni as its Claims Agent in this Chapter 11 Case is in the best interests of the

Debtor, its estate, and its creditors. Furthermore, the Debtor respectfully submits that the fees and

expenses that would be incurred by Rust/Omni under the proposed engagement would be

administrative in nature and, therefore, should not be subject to standard fee application

procedures of professionals.

26. Furthermore, the Debtor's selection of Rust/Omni has satisfied the Court's

Protocol for the Employment of Claims and Noticing Agents under 28 US.C. § 156(c), in that the

Debtor has obtained and reviewed engagement proposals from at least two (2) other court-

approved claims and noticing agents to ensure selection through a competitive process. In fact,

the Debtor solicited proposals from three (3) claims agents with experience in chapter 11 cases

of this size. Moreover, the Debtor submits, based on all engagement proposals obtained and

reviewed, that Rust/Omni's rates are competitive and reasonable given Rust/Omni's quality of

services and expertise.

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27. Therefore, for all of the foregoing reasons, the Debtor believes that the retention

of Rust/Omni as its Claims Agent in this Chapter 11 Case is consistent with Local Rule 2002-

1(f) and the Protocol for the Employment of Claims and Noticing Agents under 28 US. C. 156(c)

and is in the best interests of the Debtor, its estate, and its creditors.

28. Courts in this jurisdiction and others have approved similar relief in other chapter

11 cases. See e.g., In re Real Industries, Case No. 17-12464 (KJC) (Bankr. D. Del. Nov. 20,

2017); In re Appvion, Case No. 17-12082 (KJC) (Bankr. D. Del. Oct. 3, 2017); In re Swift

Energy Co., Case No. 15-12670 (MFW) (Bankr. D. Del. Jan. 5, 2016); In re Cubic Energy Inc.,

Case No. 15-12500 (CSS) (Bankr. D. Del. Dec. 15, 2015); In re Sorenson Comm. Inc., Case No.

14-10454 (BLS) (Bankr. D. Del, Mar. 3, 2014); In re Event Rentals, Inc., Case No. 14-10282

(PJW) (Bankr. D. Del. Feb. 13, 2014); In re Global Aviation Holdings Inc., Case No. 13-12945

(MFW) (Bankr. D. Del. Nov. 12, 2013); In re IPC Intl Corp., Case No. 13-12050 (MFW)

(Bankr. D. Del. Aug. 9, 2013); In re OnCure Holdings, Inc., Case No. 13-11540 (KG) (Bankr. D.

Del. June 14, 2013); In re Adoc Holdings, Inc. (f/k/a Coda Holdings, Inc.), Case No. 13-11153

(CSS) (Bankr. D. Del. May 1, 2013); In re Ormet Corp., Case No. 13-10334 (MFW) (Bankr. D.

Del. Feb. 25, 2013).

NOTICE

29. Notice of this Section 156(c) Application 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) the

parties listed on the Debtor's list of twenty largest unsecured creditors; (iii) the Internal Revenue

Service; (iv) the Office of the United States Attorney General for the District of Delaware and all

other states in which the Debtor operates; (v) counsel to the DIP Lender; and (vi) all parties

entitled to notice pursuant to Rule 9013-1(m) of the Local Rules for the United States

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Bankruptcy Court for the District of Delaware. The Debtor submits that, in light of the nature of

the relief requested, no other or further notice need be given.

30. No prior motion or application for the relief requested herein has been made in

this or any other court.

WHEREFORE, for the reasons set forth herein, in the First Day Declaration, and the

Deutch Declaration, the Debtor respectfully requests that the Court enter an order, substantially

in the form attached hereto, (a) authorizing the employment and retention of Rust/Omni as its

Claims Agent for this Chapter 11 Case pursuant to the terms of Engagement Agreement and

(b) granting the Debtor such other and further relief as is just and proper.

Dated: December 11,2017 Dextera Surgical Inc.

By: /s/ Julian Nikolchev

Name: Julian Nikolchev Title: President and CEO

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EXHIBIT A

Proposed Order

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Case 17-12913 Doc 3-1 Filed 12/12/17 Page 1 of 6


Chapter 11

Case No. 17-12913 ( )

Re: Docket No.

In re:

Dextera Surgical Inc.,'

Debtor.

ORDER GRANTING APPLICATION OF THE DEBTOR FOR ENTRY OF AN ORDER APPOINTING RUST CONSULTING/OMNI BANKRUPTCY

AS CLAIMS AND NOTICING AGENT, NUNC PRO TUNC TO THE PETITION DATE

Upon consideration of the Application of the Debtor for Entry of an Order Appointing

Rust Consulting/Omni Bankruptcy as Claims and Noticing Agent, Nunc Pro Tunc to the Petition

Date (the "Section 156(c) Application"), 2 under 28 U.S.C. § 156(c), section 105(a) of the

Bankruptcy Code, Bankruptcy Rule 2002(f) and Local Rule 2002-1(f) to appoint Rust/Omni to,

among other things, (i) distribute required notices to parties in interest, (ii) receive, maintain,

docket, and otherwise administer the proofs of claim filed in the Debtor's Chapter 11 Case, and

(iii) provide such other administrative services — as required by the Debtor — that would fall

within the purview of services to be provided by the Clerk's Office; and upon the Declaration of

Paul Deutch submitted in support of the Section 156(c) Application; and the Debtor having

estimated that there are hundreds of creditors in this case, many of which are expected to file

proofs of claim, and it appearing that the receiving, docketing, and maintaining of proofs of

claim would be unduly time-consuming and burdensome for the Clerk; and the Court being

authorized under 28 U.S.C. § 156(c) to utilize, at the Debtor's expense, outside agents and



2

Capitalized Terms not otherwise defined herein shall have the meanings ascribed to such terms in the

Section 156(c) Application.

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facilities to provide notices to parties in chapter 11 cases and to receive, docket, maintain,

photocopy, and transmit proofs of claim; and the Court being satisfied that the Claims Agent has

the capability and experience to provide such services and that the Claims Agent does not hold

an interest adverse to the Debtor or its estate respecting the matters upon which it is to be

engaged; and good and sufficient notice of the Section 156(c) Application having been given; and

no other or further notice being required; and good and sufficient cause appearing for the relief

set forth in this order;

IT IS HEREBY ORDERED THAT:

1. The Section 156(c) Application is GRANTED as set forth herein.

2. The Debtor is authorized to retain the Claims Agent, effective nunc pro tunc to

the Petition Date, under the terms of the Engagement Agreement, and the Claims Agent is

authorized and directed to perform noticing services and to receive, maintain, record, and

otherwise administer the proofs of claim filed in this case, and all related tasks, all as described

in the Section 156(c) Application (the "Claims and Noticing Services").

3. The Claims and Noticing Agent shall serve as the custodian of court records and

shall be designated as the authorized repository for all proofs of claim filed in this case and is

authorized and directed to maintain the official claims register for the Debtor and to provide the

Clerk with certified duplicates thereof upon the request of the Clerk.

4. The Claims and Noticing Agent is authorized and directed to obtain a post office

box or address for the receipt of proofs of claim.

5. The Claims and Noticing Agent is authorized to take such other action to comply

with all duties set forth in the Section 156(c) Application.

6. The Debtor is authorized to compensate the Claims and Noticing Agent in

accordance with the terms of the Engagement Agreement upon the receipt of reasonably detailed

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invoices setting forth the services provided by the Claims and Noticing Agent and the rates

charged for each, and to reimburse the Claims and Noticing Agent for all reasonable and

necessary expenses it may incur, upon the presentation of appropriate documentation, without

the need for the Claims and Noticing Agent to file fee applications or otherwise seek Court

approval for the compensation of its services and reimbursement of its expenses.

7. The Claims and Noticing Agent shall maintain records of all services showing

dates, categories of services, fees charged, and expenses incurred, and shall serve monthly

invoices on the Debtor, the office of the United States Trustee, counsel for the Debtor, counsel to

the DIP Lender, and counsel for the official committee, if any, monitoring the expenses of the

Debtor and any party-in-interest who specifically requests service of the monthly invoices.

8. The parties shall meet and confer in an attempt to resolve any dispute which may

arise relating to the Engagement Agreement or monthly invoices, and the parties may seek

resolution of the matter from the Court if resolution is not achieved.

9. Pursuant to Bankruptcy Code section 503(b)(1)(A), the fees and expenses of the

Claims and Noticing Agent under this Order shall be an administrative expense of the Debtor

estate.

10. The Claims and Noticing Agent may apply its retainer to all pre-petition invoices,

which retainer shall be replenished to the original retainer amount, and thereafter, the Claims and

Noticing Agent may hold its retainer under the Engagement Agreement during this Chapter 11

Case as security for the payment of fees and expenses incurred under the Engagement

Agreement.

11. In the event the Claims and Noticing Agent is unable to provide the services set

out in this order, the Claims and Noticing Agent will immediately notify the Clerk and Debtor's

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attorney and cause to have all original proofs of claim and computer information turned over to

another claims and noticing agent with the advice and consent of the Clerk and Debtor's

attorney.

12. The Debtor may submit a separate retention application, pursuant to Bankruptcy

Code section 327 and/or any applicable law, for work that is to be performed by the Claims and

Noticing Agent but is not specifically authorized by this Order.

13. The Debtor and the Claims and Noticing Agent are authorized to take all actions

necessary to effectuate the relief granted pursuant to this Order in accordance with the Section

156(c) Application.

14. Notwithstanding any term in the Engagement Agreement to the contrary, the

Court retains jurisdiction with respect to all matters arising from or related to the implementation

of this Order.

15. The Claims and Noticing Agent shall not cease providing claims processing

services during this case for any reason, including nonpayment, without an order of the Court.

16. In the event of any inconsistency between the Engagement Agreement, the

Section 156(c) Application and this Order, this Order shall govern.

17. Notwithstanding anything to the contrary in the Section 156(c) Application or this

Order, any payment made or authorization hereunder shall be subject to the requirements

imposed on the Debtor under any order(s) of the Court authorizing the Debtor's use of Cash

Collateral, including any order(s) authorizing post-petition financing (each a "Financing Order"

and collectively, the "Financing Orders"). In the event of any inconsistency between the terms

of this Order and a Financing Order, the terms of the Financing Order shall govern in all

respects.

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18. The Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation or interpretation of this Order.

Dated: ,2017

Wilmington, Delaware

United States Bankruptcy Judge

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EXHIBIT B

Declaration

24124984.2 12/12/2017



In re: Chapter 11

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

Debtor.

DECLARATION OF PAUL DEUTCH IN SUPPORT OF APPLICATION OF THE DEBTOR FOR ENTRY OF AN ORDER APPOINTING RUST CONSULTING/OMNI BANRUPTCY AS CLAIMS AND

NOTICING AGENT, NUNC PRO TUNC TO THE PETITION DATE

I, Paul Deutch, declare the following under penalty of perjury:

1. I am the Executive Managing Director of Rust Consulting/Omni Bankruptcy

("Rust/Omni"), a company specializing in the administration of bankruptcy cases with offices

located in New York, New York and Woodland Hills, California.

2. This Declaration is made in support of the Application of the Debtor for Entry of

an Order Appointing Rust Consulting/Omni Bankruptcy as Claims and Noticing Agent, Nunc Pro

Tune to the Petition Date (the "Section 156(c) Application"), 2 filed contemporaneously

herewith, for the entry of an order authorizing the retention of Rust/Omni pursuant to 28 U.S.C.

§ 156(c) as claims and noticing agent (the "Claims Agent") for the above-captioned debtor and

debtor-in-possession (the "Debtor") in the above-captioned chapter 11 case (the "Chapter 11

Case").



2

All capitalized terms used but not defined herein shall have the same meanings ascribed to them in the

Section I 56(c) Application,

24124984.2 12/12/2017


Rust/Omni's Qualifications

3. Rust/Omni is one of the nation's leading chapter 11 administrators, with extensive

experience in claims and notice processing. Indeed, Rust/Omni has developed efficient and cost-

effective methods to handle properly the voluminous mailings associated with the claims and

noticing portions of chapter 11 cases to ensure the orderly and fair treatment of all creditors,

equity security holders, and other parties-in-interest. Rust/Omni will work with the Clerk's

Office for the United States Bankruptcy Court for the District of Delaware (the "Clerk's Office")

to ensure that such methodology conforms with all of the Court's procedures, the Local Rules,

and the provisions of any orders entered by this Court.

4. Rust/Omni has acted as Claims Agent in numerous chapter 11 cases filed in this

District and in other jurisdictions nationwide. See, e.g., In re Karmaloop, Inc., Case No. 15-

10635 (MFW) (Bankr. D. Del. Mar. 25, 2015); In re Ultura (LA), Inc., Case No. 14-12382 (KG)

(Bankr. D. Del. Oct. 23, 2014); In re S.B. Restaurant Co., Case No. 14-13778 (Bankr. C.D. Cal.

July 15, 2014); In re HDOS Enterprises, Case No. 14-12028 (Bankr. C.D. Cal. Mar, 19, 2014); In

re American Suzuki Motor Corp., Case No. 12-22808 (Bankr. C.D. Cal. Nov. 28, 2012); In re

Allied Sys. Holdings, Inc., Case No. 12-11654 (CSS) (Bankr D. Del, June 6, 2012); In re Perkins

& Marie Callender 's Inc., Case No. 11-11795 (KG) (Bankr. D. Del, June 14, 2011); In re

Innkeepers USA Trust, Case No. 10-13800 (KG) (Bankr. S.D.N.Y. July 19, 2010); In re ACT

Crunch Acquisition, LLC, Case No. 09-12889 (Bankr. S.D.N.Y., May 6, 2009); In re Pacific

Energy Res., Ltd., Case No. 09-10785 (KJC) (Bankr. D. Del. Mar. 10, 2009); In re Estate Fin.

Mortgage Fund LLC, Case No. 08-11535 (Bankr. C.D. Cal. Oct. 8, 2008); In re Mervyn's

Holdings, LLC, Case No. 08-11586 (KG) (Bankr.. D. Del. July 29, 2008); In re ComUni Lending,

Inc., Case No. 08-50030 (Bankr. N.D. Cal. Jan, 22, 2008); In re Refco Commodi Mgmt., Inc.,

-2- 2412,1984.2 12/12/2017


Case No. 06-12436 (Bankr. S.D.N.Y. Nov. 15, 2006); In re Owens Coming Sales, LLC, Case No.

00-3837 (KG) (Bankr. D. Del. Oct. 5, 2000).

Rust/Omni's Disinterestedness

5. In connection with the preparation of this Declaration, I caused to be submitted

for review by our conflicts system the names of all customers and known potential parties-in-

interest (the "Potential Parties in Interest") in this case, a list of which is attached hereto as

Schedule 1. The list of Potential Parties in Interest was provided by the Debtor and included the

Debtor, current and former officers of the Debtor, board members of the Debtor, customers,

vendors, employees, and other parties in interest. The results of the conflict check were

compiled and reviewed by employees of Rust/Omni, under my supervision. At this time,

Rust/Omni is not aware of any relationship which would present a disqualifying conflict of

interest.

6. Rust/Omni may have relationships with certain of the Debtor's creditors as

vendors or in connection with cases in which Rust/Omni serves or has served in a neutral

capacity as claims, noticing and balloting agent for another chapter 11 debtor or as class action

settlement administrator. To the best of my knowledge, such relationships are materially

unrelated to this Chapter 11 Case.

7. In addition, Rust/Omni personnel may have relationships with some of the

Debtor's creditors or other parties in interest. However, to the best of my knowledge, such

relationships, to the extent they exist, are of a personal financial nature and completely unrelated

to this Chapter 11 Case. Rust/Omni has and will continue to represent clients in matters

unrelated to this Chapter 11 Case. In addition, Rust/Omni has had and will continue to have

-3- 24124984.2 12/12/2017


relationships in the ordinary course of its business with certain vendors, professionals and other

parties in interest that may be involved in the Debtor's Chapter 11 Case in unrelated matters.

8. To the best of my knowledge, and except as disclosed herein, Rust/Omni is a

"disinterested person" within the meaning of Bankruptcy Code section 101(14). Specifically,

Rust/Omni and its professional personnel: (a) are not creditors, equity security holders or insiders

of the Debtor; (b) are not and were not, within two (2) years prior to the filing of this Chapter 11

Case, directors, officers or employees of the Debtor; (c) hold no interest materially adverse to the

Debtor and its estate with respect to the matters that the Debtor seeks to employ Rust/Omni to

handle; and (d) Rust/Omni has no material connection to the Debtor, its creditors or related

parties set forth herein. Rust/Omni will supplement its disclosure to the Court if any facts or

circumstances are discovered that would require disclosure.

9. Rust/Omni represents, among other things, that:

(a) it will not consider itself employed by the United States government and shall not seek any compensation from the United

States government in its capacity as Claims Agent;

(b) by accepting employment in this bankruptcy case, Rust/Omni waives any right to receive compensation from the United States government in its capacity as Claims Agent;

(e) in its capacity as Claims Agent, Rust/Omni will not be an agent of the United States and will not act on behalf of the United States;

(d) Rust/Omni will not employ any past or present employees of the

Debtor in connection with its work as Claims Agent;

(e) in its capacity as Claims Agent in this Chapter 11 Case, Rust/Omni will not intentionally misrepresent any fact to any person;

Rust/Omni shall be under the supervision and control of the Clerk's Office with respect to the receipt and recordation of claims

and claim transfers; and

(g) None of the services provided by Rust/Omni as Claims Agent in this Chapter 11 Case shall be at the expense of the Clerk's Office.

-4- 24124984.2 12112/2017


10. In accordance with Bankruptcy Code section 504 and Bankruptcy Rule 2016,

except with respect to its partners and affiliates, neither I nor Rust/Omni has entered into any

agreement, express or implied, with any other party in interest, including the Debtor, any

creditor, or any attorney for such party in interest in this Chapter 11 Case.

11. Should Rust/Omni discover any new relevant facts or relationships bearing on the

matters described herein during the period of its retention, Rust/Omni will use reasonable efforts

to promptly file a supplemental declaration.

Rust/Omni's Compensation

12. The Engagement Agreement sets forth the fees Rust/Omni charges for the

services it will provide to the Debtor. The proposed compensation arrangement is consistent

with, and typical of, arrangements of Rust/Omni and its competitor firms to provide claims,

noticing and balloting agent services in chapter 11 cases. Rust/Omni will submit invoices

summarizing, in reasonable detail, the services and expenses for which compensation is sought.

13. Prior to the Petition Date, Rust/Omni received a retainer of $10,000 from the

Debtor.

14. Rust/Omni will comply with all requests of the Clerk's Office and the guidelines

promulgated by the Judicial Conference.

-5- 2I24984.2 12/12/2017


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

true and correct to the best of my information, knowledge, and belief.

Dated: December 11, 2017 Rust Consulting/Omni Bankruptcy

/s/ Paul Deutch

Paul Deutch Executive Managing Director

-6- 24124984.2 12/12/2017


Schedule 1

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 Card iocentro 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 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

24124984.2 12/12/2017


Henry Ford Macomb Hospital Herz und Diabeteszentrum NRW Herzzentrum Dresden GMBH Holy Cross Hospital Hospital IMM Inselspital InstitutHospital° 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 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

-2- 24124984.2 12/12/2017


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 - Yorkh ill 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 University of Chicago Hospitals University of Corunna-SPAIN 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

-3- 24124984.2 12112/2017


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 Domecus Consulting Services Donovan's Pest Control, Inc. DTSC Dymax Corporation Economic Packagina & Cleanrooin 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 GSI 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.

-4- 24124984.2 12/12/2017


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-10 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 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

-5- 24124984.2 12/12/2017


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

Eci uity 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

-6- 24124984.2 12/12/2017


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 Had inder Kaur Harold Kurzweil Helen Rodriguez 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.

-7- 24124984.2 1211212017


Walrath, Mary F. O'Boyle, Una

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

Attix, Lauren Buchbinder, David Casey, Linda Cox, Natalie 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. Murray, Tony O'Malley, James R. Panacio, Michael Patton, Tiiara Sarkessian, Juliet Schepacarter, Richard Serrano, Edith A. Starr, Karen Tinker, T. Patrick Vara, Andrew R. Vinson, Ramona West, Michael Wynn, Dion

-8- 24124984.2 12/12/2017


EXHIBIT C

Engagement Letter

2I2984.2 12/12/2017


Deccmher I, 2017

Julian NikolcheY

President'<And Chief I xecutive ()nicer

Dextera Surgical Inc.

000 Saginaw Drive

Redwood City, CA 9-40o3

IZe: Rust Omni IZetenlion letter

Ir. Nil<olche\ - :

his letter ( the \greet -tient ) will acknowledge that vou ha\ e requested Rust

Consulting ()nun Bankruptcy, a di \ isikm of Rust Consulting, Inc. ("Rust ()nun - ) to provide

sere ices to I )extera Surgical Inc. ([lie -( onlpanV”) in preparation of, and in connection with, the

Company's potential chapter II tiling. Rust Onmi will make itself available to the Compan> , as

requested, for the purposes of assisting the Company with pre- and post-petition case

administration matters including data entry, preparation and management ol the creditor matrix.

preparation or schedules or assels and liabilities and statement or linalknal arran':;, claims

ManagCnIent, nOliCing, plan solicitation and tabulation, distribution the de\ elopment and

maintenance of a \ irtual data room, the de \ elopmcm and maintenance of an infortnational

website. at td am other sen ices as ma \ be requested be the Company.

I he scr\ ices to he rendered hy Rust ()turn will be billed M. rates ranging. l'rom 1'.12 .3.00 to

55:.00 per hour as per the attached rate sheet. In addition, Rust Omni will provide the

Company with an additional discount or up to S.50,000. Such discount will he eltectuated b\

voluntary reduction or each monthly I.■ 6(c) invoice (excluding postage, publication and other

pass-through charges) he ten (1))" ( .0 percent until the aforementioned 5(1,000 is reached,

Rates ',AFC ad j usted :1111111drIV on linni -11"V I or each vcar, and ',ire StihiCel to increases not

to ON.Ceed ten ( Itt u o) percent per annum. Increases greater than ten ( 10°,0 percent per anntan will

he discussed with Volt, ;And he subject to Your prior approval, belOre becoming elIective.


Julian Nikolchev

December 1,2017

Page 2

For all such services rendered, we require a $10,000 retainer, which such retainer must be

replenished immediately prior to the commencement of the Company's chapter 11 proceedings.

All charges will he on a portal to portal basis plus out-of-pocket expenses. Rust Omni shall be

compensated on a monthly basis for those services performed by Rust Omni during the

preceding calendar month. Invoices are payable within 7 days of receipt by the Company.

Each of Rust Omni and the Company, on behalf of themselves and their respective

employees, agents, professionals and representatives, agrees to keep confidential all non-public

records, systems, procedures, software and other information received from the other party in

connection with the services provided under this Agreement; provided, however, that if either

party reasonably believes that it is required to produce any such information by order of any

governmental agency or other regulatory body it may, upon not less than five (5) business days'

written notice to the other party, release the required information.

'Hie parties understand that the software programs and other materials furnished by Rust

Omni pursuant to this Agreement and/or developed during the course of this Agreement by Rust

Omni are the sole property of Rust Omni. 'the term "program" shall include, without limitation,

data processing programs, specifications, applications, routines, and documentation.

Company agrees not to copy or permit others to copy the source code from the support software

or any other programs or materials furnished pursuant to this Agreement. '1...he Company further

agrees that any ideas, concepts, know-how or techniques relating to data processing or Rust

Omni's performance of its services developed during the course of its Agreement by Rust Omni

shall he the exclusive property of Rust Oinni.

'['his Agreement is terminable at will by the parties hereto upon thirty (30) days written

notice. Notwithstanding the foregoing, either party may terminate this Agreement immediately

upon written notice in the event of a breach by the other party. In the event that this Agreement

is terminated, regardless of the reason for such termination, Rust Omni shall cooperate with the

Company to maintain an orderly transfer of all records, data and information and record keeping

functions, and shall provide all necessary staff, services and assistance required for an orderly

transfer. The Company agree to pay for

ITHE REST OP l'HIS PAGE LVIEN110,VALLY LEFT BLAA-K1


I 1 \

Julian Nikolchov

President mid ( not 1.x.eAtutt\ c. I )niccr

lid i an Nikolch,. ,,v

1)ecomher I 7

such services in accordance with Rust. ()Inni's then existing, prices ror such services.

Please acknowledge thc abovc h .\ signing and returning, a copy of this letter. honId\ on

have inc LtlIYt ions riT,',Irdinv. the ahme. please do not hesitate to call nic.

`-tincerc l v,

,/

Paul 11. 1)eutch

lAccutive, \ lanag,ing 1)Irector

cc : Robert l'isenhach,

Nritin ()shortie

1)E\ ER SI I“;1( \I. IN('.

Hate: P- Of t-0/


Rate Sheet VVVVW.OMNIMGT.COM

A Hourly Rates for Standard and Custom Services RATE/COST

Analyst $25.00 - $40.00 per hour

lConsultants $50.00- $125.00 per hour

Senior Consultants $140.00 -$155.00 per hour

lEquity Services $175.00 per hour

;Technology/Programming $85.00- $135.00 per hour

;President/Executive (Brian Osborne and Paul Deutch, with 52 years combined Waived

restructuring experience, provide supervisory services at no charge.)

A Printing and Noticing Services

Copy;

Document folding and insertion

'Labels/Envelope printing

;E-mail noticing

-Bulk E-mail noticing (Over 10,000 parties)

Certified email

,Facsimile noticing

Postage

Envelopes

A Newspaper and Legal Notice Publishing

1Coordinate and publish legal notice

A Claims Management

'Inputting proofs of claim

.Scanning

,Remote Internet access for claims management

Setup

; Access

A Creditor Database

Data storage

Per image storage

$.10 per image

No Charge

$.035 each

No charge

Quote Upon Request

Quote upon request

$.10/image

At cost

(Advance payment required for postage charges over

$ i 0,000)

Varies by size

Quote prior to publishing

Hourly rates (No per claim charges)

$.10/image

No charge

No charge

Waived for 3 months

Under 10,000 records - No charge,

Over 10,000 records - 05 per record,

Over 100,000 records - 04 per record

No charge

A informational 'Website

Creation, configuration, and initial setup

No charge

Data entry/information updates $60.00 per hour

Programming and customization $85 -$135.00 per hour

Debtor website hosting No charge

Committee website hosting No charge

R S COIISULTING

0 ■ InNi<ut)PTCY


No charge

$25.00

No charge

No charge

$25.00

$0.05 per party, per generated list

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'Shareholder website hosting

Scanning

A Virtual Data Rooms

No charge

$ 10/image

Quote upon request -

A Call Centers / Dedicated Line

Creation, configuration and initial setup No charge

!Hosting fee $5.50 per month

,Usage $.0825 per minute

Service rates (actual talk and log-entry time) . $60.00 per hour ,

A Case Docket / Claims Register No charge

A Solicitation and Tabulation

Plan and disclosure statement mailings

Ballot tabulation

A Services

Noticing Services

, Solicitation, Balloting and Tabulation

Rights Offerings

Security Position Identification Reports

A Schedules / SoFA ]Preparation and updating of schedules and SoFAs

A t.JST Reporting Compliance

(e.g., assist debtors to meet satisfy jurisdicational requirements, preparation of

,monthly operating and post-confirmation reports)

A Miscellaneous

Telephone charges

, Delivery

Archival DVD/CD-Rom

A Rcal-Time Reports

; Claims dashboard

1claim reports

'Solicitation dashboard

Tabulation dashboard

Solicitation reports

Service list manager

Public Debt and Equities Securities and/Rights Offerings

Quoted prior to printing

Standard hourly rates apply





$50.00 -$155.00 per hour


At cost

At cost

$40.00 per copy

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case 17-12913 doc 3 filed 12/12/17 page 1 of 12 · 2017-12-12 · dated february 29, 2012. this...

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