objection deadline: may 25, 2016 at 4:00 p.m. hearing date...

SE-337775 v4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

Debtor.

)))

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

)

APPLICATION OF THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND

RETENTION OF K&L GATES LLP AS ITS GENERAL BANKRUPTCY COUNSEL NUNC PRO TUNC TO APRIL 15, 2016

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

this Application of the Official Committee of Equity Security Holders for Entry of an Order

Authorizing the Employment and Retention of K&L Gates LLP as Their General Bankruptcy

Counsel Nunc Pro Tunc to the Date of the Committee’s Appointment (the “Application”). In

support of this Application, the Committee submits the Declaration of Michael B. Lubic (the

“Lubic Declaration”) attached hereto as Exhibit A and incorporated herein by reference. In

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

Jurisdiction and Venue

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

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

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

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

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

Case 16-10682-BLS Doc 209 Filed 05/11/16 of 9

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§ 157(b)(2), and the Court may enter a final order consistent with Article III of the United States

Constitution. Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The statutory predicates for the relief sought herein are sections 328 and 1103 of

title 11 of the United States Code (the “Bankruptcy Code”), Rule 2014(a) of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Rules of

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

Delaware (the “Local Rules”).

Background

3. On March 21, 2016 (the “Petition Date”), the Debtor filed a petition for relief

under chapter 11 of the Bankruptcy Code. No trustee or examiner has been appointed in this

case.

4. On April 15, 2016, the Committee was formed by the Office of the United States

Trustee to represent the interests of all equity holders in this case pursuant to section 1102 of the

Bankruptcy Code. The members appointed to the Committee are: Buttonwood Alpha QP Fund

LLC; Turner Investment Fund XI, LLC; 137 Ventures II, LP; Pinnacle Ventures Equity Fund II,

L.P.; and Citi Ventures, Inc. See Notice of Appointment of Committee of Equity Security Holders

[Dkt. No. 132]. On May 4, 2016, Citi Ventures, Inc. resigned from the Committee.

Relief Requested

5. By this Application, the Committee respectfully requests that the Court enter an

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

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

Committee to employ and retain K&L Gates LLP (“K&L Gates”) as its counsel in the above-

captioned case (the “Case”). The Committee seeks to retain K&L Gates nunc pro tunc to April


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15, 2016, the day that the Committee was appointed and began using the services of K&L Gates

subject to Court approval. The Committee believes that nunc pro tunc retention is appropriate in

this Case because the Committee required effective representation prior to such time as a

retention application could be submitted to the Court due to the exigencies of this case and K&L

Gates has been actively representing the Committee since April 15, 2016.

K&L Gates’ Qualifications

6. The Committee believes that K&L Gates is both well qualified and uniquely able

to represent it in this Case in an efficient and effective manner. K&L Gates has extensive

experience in bankruptcy and restructuring matters. Indeed, K&L Gates attorneys have actively

participated in numerous chapter 11 cases in this and other districts and have represented

committees formed in many cases. K&L Gates also has extensive experience in various other

legal areas that may be relevant in this case.

7. On the Petition Date, K&L Gates was contacted and engaged by its existing

client, 137 Ventures, seeking representation with respect to the Case on behalf of its fund, 137

Ventures II, L.P. Thereafter, Pinnacle Ventures was introduced to K&L Gates by 137 Ventures

and Pinnacle Ventures also engaged K&L Gates on behalf of five of its funds.2 K&L Gates then

formally appeared in the Case to represent 137 Ventures and Pinnacle Ventures as an ad hoc

committee. As such, K&L Gates was familiar with this Case and was able to immediately assist

the Committee upon its formation. Because of K&L Gates’ experience in bankruptcy matters

and familiarity with this Case, the Committee selected K&L Gates as its proposed counsel.

2 The five funds are Pinnacle Ventures Equity Fund II, L.P.; Pinnacle Ventures Equity Fund II-O, L.P.; Pinnacle Ventures Debt Fund III, L.P.; Pinnacle Ventures Debt Fund III-A, L.P.; PVDF III – Legacy Holdings, L.P.


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Services to be Provided

8. The Committee anticipates that, in connection with this Case, K&L Gates will

render general legal services as need, including, but not limited to, the following:

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

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

c. Assisting, advising and representing the Committee in analyzing the Debtor’s assets and liabilities, investigating potential causes of action held by the estate, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings;

d. Assisting, advising and representing the Committee in any manner relevant to reviewing and determining the Debtor’s rights and obligations under leases and other executory contracts;

e. Assisting, advising, and representing the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtor, the Debtor’s operations, and the desirability of the continuance of any portion of those operations;

f. Assisting, advising and representing the Committee in connection with the sale of the Debtor’s assets;

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

h. Assisting, advising and representing the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee;

i. Assisting, advising, and representing the Committee in the evaluation of claims, and on any litigation matters, including avoidance actions; and

j. Providing such other services to the Committee as may be necessary in this Case.

Professional Compensation

9. K&L Gates intends to apply for compensation for professional services rendered

on an hourly basis and reimbursement of expenses incurred in connection with this Case, subject


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to the Court’s approval and in compliance with applicable provisions of the Bankruptcy Code,

the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the

Court.

10. K&L Gates’ hourly rates are set at a level designated to compensate K&L Gates

for the work of its professionals and paraprofessionals and to cover fixed and routine overhead

expenses. K&L Gates’ hourly rates vary with the experience and seniority of the individuals

assigned to work on the matter and are subject to periodic adjustments to reflect economic and

other conditions. The rate structure being used by K&L Gates in this Case is consistent with the

rate structure typically used by K&L Gates for restructuring, workout, bankruptcy, insolvency,

and other comparable matters and for similar large and complicated corporate, securities, and

litigation matters, whether in court or otherwise. This rate structure reflects that such matters are

typically regional or national in scope and involve great complexity, high stakes, and severe time

pressures—all of which are present in this chapter 11 case. This rate structure is similar to the

rate structure used by similar law firms on similar matters. K&L Gates attorneys Michael B.

Lubic – partner ($825 per hour), Steven L. Caponi – partner ($615 per hour), Sven T. Nylen –

partner ($560 per hour), and Brian T. Peterson – associate ($335 per hour), will have primary

responsibility for providing services to the Committee. In addition, and as necessary, other K&L

Gates professionals and paraprofessionals will provide services to the Committee, and their rates

are comparable to those of the lead K&L Gates attorneys subject to variations based on their

level of seniority.

11. K&L Gates will maintain detailed, contemporaneous records of time and any

actual and necessary expenses incurred in connection with the rendering of legal services

described above by category and nature of the service rendered.


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12. It is K&L Gates’ policy to charge its clients in all areas of practice for

identifiable, non-overhead expenses incurred in connection with the client’s case that would not

have been incurred except for representation of the particular client.

13. K&L Gates currently charges $0.20 per page for standard duplication in its offices

in the United States, but submits that it will only seek reimbursement at $0.10 consistent with the

Local Rules. K&L Gates charges $0.75 per page for facsimile transmission, plus cost of

telephone line usage, but such charges are not to exceed $1.00 per page. K&L Gates has

negotiated a fixed fee rate for computer assisted legal research. K&L Gates will charge the

Committee for its actual and necessary share of the fixed fee percentage.

14. The Committee proposes to pay K&L Gates its standard hourly rates in effect

from time to time for services rendered, as set forth in the Lubic Declaration, and to reimburse

K&L Gates according to its customary reimbursement policies, which rates and policies the

Committee believes to be reasonable. Subject to the provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, and further orders of this Court, such fees and expenses shall

be payable by the Debtor’s estate. Neither the Committee nor its members (or any of their

representatives) are or will be liable for fees or costs incurred by K&L Gates in its representation

of the Committee.

No Adverse Interest

15. To the best of the Committee’s knowledge, and as disclosed herein and in the

Lubic Declaration, K&L Gates does not hold or represent an interest adverse to the Committee or

the Debtor’s estate, except as disclosed in the Lubic Declaration. Furthermore, except as set

forth in the Lubic Declaration, K&L Gates has no connection to the Debtor, its creditors, or


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related parties in interest, and is therefore “disinterested” within the meaning of section 101(14)

of the Bankruptcy Code.

16. K&L Gates will periodically review its files during the pendency of this Case to

ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant

facts or relationships are discovered or arise, K&L Gates will use reasonable efforts to identify

such further developments and will promptly file a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

Basis for Relief

17. Section 328(a) of the Bankruptcy Code provides that a committee appointed

under section 1102 may, with the court’s approval, “employ or authorize the employment of a

professional person under section 327 or 1103 of this title, as the case may be, on any reasonable

terms and conditions of employment . . . .” 11 U.S.C. § 328(a). Section 1103(b) provides that an

attorney employed to represent a committee under section 1102 “may not, while employed by

such committee, represent any other entity having an adverse interest in connection with the

case.” 11 U.S.C. § 1103(b). However, “[r]epresentation of one or more creditors of the same

class as represented by the committee shall not per se constitute the representation of an adverse

interest.” Id.

18. To the best of the Committee’s knowledge, except as disclosed in the Lubic

Declaration, K&L Gates neither holds nor represents any interest adverse to the Committee and

is a “disinterested person” within the meaning of Bankruptcy Code sections 327(a) and 101(14).

19. The Committee believes that K&L Gates is well qualified to represent it in this

Case in an efficient and timely manner. The Committee has selected K&L Gates as its

bankruptcy counsel because of K&L Gates’ experience in chapter 11 cases, its experience


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practicing before this Court, and its ability to respond quickly and thoroughly to any matters that

may arise herein.

20. Based on the foregoing, the Committee submits that it has satisfied the

requirements of the Bankruptcy Code, the Bankruptcy Rules, and Local Rules to support entry of

an order authorizing the Committee to retain and employ K&L Gates in this case.

Notice

21. The Committee has provided notice of this motion to: (a) the Office of the United

States Trustee for the District of Delaware; (b) counsel for the Debtor; (c) counsel for Jumio

Acquisition, LLC; (d) and the parties requesting notice pursuant to Bankruptcy Rule 2002. The

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

given.

No Prior Request

22. No motion or application for the relief requested herein has been filed in this or

any other court.

-Remainder of Page Left Blank Intentionally-



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

Debtor.

)))

)

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

NOTICE OF APPLICATION OF THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS FOR ENTRY OF AN ORDER AUTHORIZING THE

EMPLOYMENT AND RETENTION OF K&L GATES LLP AS ITS GENERAL BANKRUPTCY COUNSEL NUNC PRO TUNC TO APRIL 15, 2016

To: (a) the Office of the United States Trustee; (b) counsel to the Debtor; (c) counsel DIP

Lender; and (d) the parties requesting notice pursuant to Bankruptcy Rule 2002.

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

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

Application of the Official Committee of Equity Security Holders for Entry of an Order

Authorizing the Employment of K&L Gates LLP as Its General Bankruptcy Counsel Nunc Pro

Tunc to April 15, 2016 (the “Application”) with the United States Bankruptcy Court for the

District of Delaware, 824 Market Street, Wilmington, Delaware 19801 (the “Bankruptcy

Court”). A copy of the Application is attached hereto.

PLEASE TAKE FURTHER NOTICE that any response or objection to the

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

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

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

Case 16-10682-BLS Doc 209-1 Filed 05/11/16 Page 1 of 3

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

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

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

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

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

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

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

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

Buchbinder, Esquire.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

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

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

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

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

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


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

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

[email protected]

and K&L GATES LLP Michael B. Lubic (CA Bar No. 122591) John H. Culver III (NC Bar No. 17849) Sven T. Nylen (IL Bar No. 6278148) 10100 Santa Monica Blvd., 8th Floor Los Angeles, CA 90067 Telephone: (310) 552-5000 Facsimile: (310) 552-5001 Email: [email protected] [email protected] [email protected] Proposed Counsel to the Official Committee of Equity Security Holders


SE-337786 v3

EXHIBIT A

Lubic Declaration


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Debtor.

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)

DECLARATION OF MICHAEL B. LUBIC IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS

FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF K&L GATES LLP AS ITS GENERAL BANKRUPTCY

COUNSEL NUNC PRO TUNC TO APRIL 15, 2016

I, MICHAEL B. LUBIC, declare under penalty of perjury as follows:

1. I am a partner in the firm of K&L Gates LLP (“K&L Gates” or the “Firm”),

located at 10100 Santa Monica Blvd., Los Angeles, California 90067, and am duly admitted to

practice law in the state of California and the United States District Court for the Central

District of California, among other jurisdictions. There are no disciplinary proceedings pending

against me. I am authorized to submit this declaration (the “Declaration”) in support of the

Application of the Official Committee of Equity Security Holders for Entry of an Order

Authorizing the Employment and Retention of K&L Gates LLP as its General Bankruptcy

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

2. In connection with the above-captioned chapter 11 case (the “Case”), the

Committee has requested authorization to retain and employ K&L Gates, subject to the

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


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oversight and orders of the Court, to advise the Committee with respect to certain matters,

including, in part, the following:

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

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

c. Assisting, advising and representing the Committee in analyzing the Debtor’s assets and liabilities, investigating potential causes of action held by the estate, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings;

d. Assisting, advising and representing the Committee in any manner relevant to reviewing and determining the Debtor’s rights and obligations under leases and other executory contracts;

e. Assisting, advising, and representing the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtor, the Debtor’s operations, and the desirability of the continuance of any portion of those operations;

f. Assisting, advising and representing the Committee in connection with the sale of the Debtor’s assets;

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

h. Assisting, advising and representing the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee;

i. Assisting, advising, and representing the Committee in the evaluation of claims, and on any litigation matters, including avoidance actions; and

j. Providing such other services to the Committee as may be necessary in this Case.


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Disclosure of Connections

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

“disinterestedness” standard of section 327(a) of the Bankruptcy Code. Instead, it states that an

attorney representing a committee appointed under Section 1102 “may not, while employed by

such committee, represent any other entity having an adverse interest in connection with the

case.” Furthermore, section 1103(b) provides that “[r]epresentation of one or more creditors of

the same class as represented by the committee shall not per se constitute the representation of

an adverse interest.” However, Bankruptcy Rule 2014 requires that an application for

employment under section 1103 disclose all connections with the Debtors, the estates, the

professionals and the U.S. Trustee. The Firm, therefore, discloses its known connections

herein.

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

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

computerized conflicts database, which contains the names of clients and other parties interested

in particular matters. The Firm requires all of its professionals, before accepting the

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

perform a conflicts check through the Firm’s database and to enter conflict information

regarding new clients or new matters into that database. Thus, a review of the database should

reveal any and all actual or potential conflicts of interest with respect to any given

representation.

5. In particular, an employee of the Firm entered the names of potential parties in

interest set forth on Schedule 1 attached hereto (which was provided by the Debtor and which I

supplemented with certain additional names) in the Firm’s database to identify any matters in


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which K&L Gates has been engaged since January 1, 2013. In addition, the Firm entered the

confidential list of the Debtor’s customers in the Firm’s conflict search, but the results thereof

are being separately provided only to the Debtor and the U.S. Trustee.

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

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

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

interest herein in the matters upon which K&L Gates is to be retained. The Firm makes the

following specific disclosures:

(a) On or about the Petition Date, K&L Gates was engaged by its existing client 137 Ventures on behalf of its fund, 137 Ventures II, L.P. (“137 Ventures”), to represent its interests in connection with this Case. Shortly thereafter, K&L Gates was also engaged by Pinnacle Ventures Equity Fund II, L.P. (“Pinnacle”), along with certain related Pinnacle funds, to represent 137 Ventures and Pinnacle in this Case as an ad hoc committee. Upon the formation of the Committee, that ad hoc committee was dissolved and that representation ended. K&L Gates will not represent 137 Ventures or Pinnacle in their individual capacities in the Case.3

(b) Before the Committee was formed, with the written consent of 137 Ventures and Pinnacle, K&L Gates was engaged by its existing client Intellicheck Mobilisa to analyze the Debtor’s proposed section 363 sale and any implications with respect to potential claims of Intellicheck. Upon the formation of the Committee, this representation of Intellicheck ended and the matter was referred out. The attorneys that previously handled the Intellicheck matter were not involved in K&L Gates’ representation of the ad hoc committee and are not involved in the representation of the Committee.

(c) K&L Gates previously represented three clients in separate intellectual

property/licensing matters where the Debtor was an adverse or potentially adverse party.4 Each of these matters had concluded on or before December

3 Payment of fees for certain of the work done for the ad hoc committee is subject to a cap, with the agreement that any charges exceeding the cap would only be paid if and when the ad hoc committee members’ legal fees are reimbursed under a plan or pursuant to the Bankruptcy Code. 4 In light of the sensitive nature of these representations, K&L Gates is not disclosing the identities of these clients in this Declaration, but will provide responsive information to the Debtor or the U.S. Trustee, subject to appropriate protections, if requested.


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23, 2014. None of these matters were related to this Case or the circumstances leading to the Debtor’s bankruptcy filing.

(d) K&L Gates has frequently worked with other professionals involved in this

Case in a variety of contexts, including as adversaries and co-professionals. Out of an abundance of caution, K&L Gates hereby discloses that the Debtor’s counsel, Landis Rath & Cobb, is acting as co-counsel to a shared client in In re Arctic Sentinel, Inc., Case No. 15-12465-CSS.

7. To the extent I have been able to ascertain that K&L Gates has represented any

other potential parties in interest on Schedule 1 since January 1, 2013, in matters unrelated to

the Debtor or this Case, such representations set forth on Schedule 2 attached hereto. This

Declaration and Schedule 2 do not disclose situations where K&L Gates is adverse or

potentially adverse to the parties set forth on Schedule 1 (except actual/potential adversities to

the Debtor which are set forth in paragraph 6 above).

8. In addition to the above disclosures, K&L Gates and certain of its partners, of

counsel, and associates represented, represent, and in the future will likely represent, creditors

of the Debtor in connection with matters unrelated to the Debtor and this Case. At this time, the

Firm is not aware of any such representations except as noted herein. If the Firm identifies any

further such representations, the Firm shall make further disclosures as may be appropriate at

that time.

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

debtors and creditors committees in cases unrelated to the Debtor and this Case wherein one or

more of the firms representing the Debtor or other parties in interest serve as or will serve as

professionals.

10. None of the specific disclosures discussed above impair K&L Gates’ ability to

represent the Committee in connection with this Case. I believe that K&L Gates does not

represent any other entity having an adverse interest in connection with this Case, and I believe


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that K&L Gates is a “disinterested person” as that term is defined in section 101(14) of the

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

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

(b) are not and were not, within two (2) years before the Petition Date, a director, officer, or employee of the Debtor; and

(c) do not have an interest materially adverse to the interests of the Debtor’s estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason, except as disclosed herein.

Compensation

11. The Firm has received no retainer in connection with this matter, nor has the Firm

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

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

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

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

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

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

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

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

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

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

Code and any applicable orders of this Court, compensation will be payable to K&L Gates on

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

K&L Gates. The names, positions, and hourly rates for the 2016 calendar year of the K&L

Gates professionals presently expected to be primarily responsible for providing services to the

Committee are: Michael B. Lubic – partner ($825 per hour), Steven L. Caponi – partner ($615


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per hour), Sven T. Nylen – partner ($560 per hour), and Brian T. Peterson – associate ($335 per

hour). In addition, and as necessary, other K&L Gates professionals and paraprofessionals will

provide services to the Committee, and their rates are comparable to those of the lead K&L

Gates attorneys subject to variations based on their level of seniority.

13. The hourly rates set forth above are the Firm’s standard hourly rates for work of

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

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

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

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

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

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

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

charged to clients include, Court filing fees, telephone and telecopier toll and other charges, mail

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

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

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

expenses, expenses for working meals, computerized research,5 transcription costs, as well as

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

these expenses in a manner and at rates consistent with charges made generally to the Firm’s

other clients and in accordance with the guidelines set forth in Local Bankruptcy Rule 2016-2,

and all amendments and supplemental standing orders of the Court. The Firm believes that it is

5 K&L Gates has negotiated a fixed fee rate for computer assisted legal research. K&L Gates will charge the Committee for its actual and necessary share of the fixed fee percentage.


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more appropriate to charge these expenses to the clients incurring them than to increase the

hourly rates and spread the expenses among all clients.

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

during the pendency of this Case. K&L Gates intends to work closely with all professionals

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

performed or charged to the Debtor’s estate.

-Remainder of Page Intentionally Left Blank-


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SCHEDULE 1

Potential Parties in Interest


CI-9560320 v3

POTENTIAL PARTIES IN INTEREST LIST1

Debtor

Jumio Inc. Non-Debtor Subsidiaries/Affiliates

Jumio Software Development GmbH Jumio Holdings Jumio Ireland

Goyanka Technologies Private Limited Jumio India Private Limited

Officers & Directors/Members of Advisory Board

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

Former Officers & Directors

Chad Starkey Thomas Kastenhofer Daniel Mattes

20 Largest Unsecured Creditors

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

Marketo, Inc. INFORMATION SECURITY MEDIA GROUP CORP

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

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


2

Banks

Silicon Valley Bank Technology Credit Union Intuit Inc. QuickBook Payments

Landlords

Lambert Street Associates I2 Office CEO Suites, Inc.

Professionals

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

Joele Frank Wilkinson Brimmer Katcher

Cooley LLP Pachulski Stang Ziehl & Jones LLP Young Conaway Stargatt & Taylor, LLP EisnerAmper Rust Consulting/Omni DR&A Advogados Latham & Watkins Contracting4UMcCarter & English Levy, Small & Lallas Chipman Brown Cicero & Cole

Investors/Noteholders

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

Litigation Parties (not otherwise listed herein)

Oliver Herning

Taxing Authorities

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

Equity Security Holders

137 Ventures II, LP Evers Invest AB AH Annex Fund, L.P. Bjorn Evers AH Parallel Fund, L.P. Gregor Famira Allure Investments LP Veronika Famira Amberbrook VI, LLC Frederick Lionel Bronstein Ampalu Investment GmbH Attila Gergely


3

Andreesesen Horowitz Fund II, L.P. Patrick Griffin Ankit Goyanka Alexey Grubauer ARTAR International Limited J Tech Holdings, LLC Marc Barach Jacqueline Fox William Barkow James Eli Bronstein Andreas Baumann Thomas Jungreithmeir Benedikt Sagl Helmut Juskewycz Bernd Bindreiter Thomas Kastenhofer Bernd Schmidleitner Vivek Kaul John Bivona Thomas Krump Bloso Investments Ltd. KTI Privatstiftung Bronstein Ventures, LLC Maarten Linthorst Frederick Bronstein Markus Flandorfer Buttonwood Alpha Fund LLC Matthias Schillhuber Buttonwood Alpha QP Fund LLC Helmut Maurerbaur Christine Caridi Frank Mazzola Celadon Technology Fund II, LLC Paul McCabe Charles Peter Bronstein Makkagold International Limited Chasm Capital Fund Management, LLC Mysore Investments Ltd. Mokkagold International Limited Alexander Chew Michael Orlando Chokhawala Family Trust Peng Tsin Ong, Trustee of Red Dot Trust

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

Contract Parties/Vendors/Other Parties In Interest


4

Aaron Gusky JCT ASSOCIATES LTD Accretive Solutions, Inc. Jeffrey Land ACUANT Jennifer Snyder AFCO JMT Indisplay Ltd. AIA JOBVITE INC. Airline Information Group Inc. John McIntosh AIRWAYS FREIGHT CORP John Merlesena AKASH GODHANIA Johnson Ha Jumio Acquisition, LLC Alex Chew Jumio GmbH ALEX SCOTT JUMP START TECHNOLOGY, INC. Alexander Roxon Kara Reiben ALI HASSAN KAREN TREIGER AMBERJACKB2B Kasey Nemelka American Express Kastenhofer, Thomas AMEX Corporate Kay Jin Yatim Ana-Maria Leonte Kevin Mira Angie Edge Kian Malek Anies Khan Kunal Patel Anthem Blue Cross Lambert Street Associates Anthony Lanham LELAND WASHINGTON AON Risk Services LENDIT CONFERENCE LLC Apple Store Liza Cuevas Armanino LSA GLOBAL ASTRID PONS LUKE DONOVAN AVANTI TRAVELCARE MALTA I GAMING SEMINAR AXA PPP HEALTHCARE Mansoor Qureshi Baker & McKenzie, LLP Marc Barach BambooHR, LLC MARIA ALEXANDRA CIUCU Ben Drew Marissa Roggasch Berkeley Catering Limited Mark Wert

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

BLUE FRONTIER IT LTD Marketo, Inc. BMS Sales Specialists LLP Mattes, Daniel BPM CPA MCN ASSOCIATES LIMITED Brandon McFarlane MELLEMA ADVOCATEN Brennan Boyajian MERRILL COMMUNICATIONS LLC BRIAN HOOPER METLIFE - GROUP BENEFITS BRIAN O'CONNOR Michael Kent Bullet London Ltd Michael Tooley


5

CALIBRE ONE INC Michelle Whiteford CALVIN CHENG Mikalai Drabovich Carlos Hermosillo Mike Cosby Catherine Hickey MIRADOR DIGITAL CENTAUR COMMUNICATIONS LTD ML Movers CEO Suites, Inc. MONSTER WORLDWIDE LIMITED U.K. Charactell Morgan Lewis Law Charles Teal MOTHER TONGUE LIMITED Chayne Shaetzle MY GUIDES LTD Cheryl Manalo NCS COMMERCIAL RECOVERY LLC CHRISTABEL MOPAS NETLINE CORPORATION Christel Marioni NetWorld Media CHRISTOPHER JOSEPH CLOWER Nicholas Key CIRCDATA LTD nRelate CIRRUSPATH, INC. NUFFIELD HEALTH WELLBEING City of Palo Alto Oliver Herning Clarion Events Ltd OUTSTANDING GIRLS ClearSlide, Inc. Pageant Gaming Media Limited Panesh & Associates CLEARSTONE INC. Paychex EIB CMS Reich-Rohrwig Hainz Paychex Inc. Colorado State Treasurer PHOCUSWRIGHT INC COMCAST Plant Manning COMPARE AND SHARE LIMITED Polaris Building Maintenance, Inc. Compaserve Payment Trust Reg., Vaduz Contentive ProExhibits COOLEY LLP Public Storage QBE Ins. Corp. COSTCO Wholesale QUEENSBENCH Council of the Better Business Bureaus QuickBooks Payments CyberSource Corporation RABBIT OFFICE AUTOMATION DANIELLE TOCCI RAO WU David Pope REDACTIVE PUBLISHING LIMITED DB Systems Redwood Pensions LLC DE LAGE LANDEN FINANCIAL SERVICES, INC.

Retail Knowledge

Dean Ellico RING CENTRAL DECHERT LLP RING CENTRAL UK DELOITTE TAX LLP Rob Rojanasathit Deluxe Business Checks ROBERT HALF MANAGEMENT RESOURCES DIGITAL GURUS RECRUITMENT LTD ROI Targets


6

DIRECT GROUP LIMITED Ronan Potter DONNA TO RONI RAULWING DOT MEDIA LTD rPEOPLE STAFFING Dotted Line Communications, LLC RUCHI MALANI Dovetail Rumler, Markus DUTCH TAX AUTHORITY RUPERT MCDONNELL DWA Salesforce.com, Inc. Eagle Management Group Samantha Dang easyFairs Iberia, S.L. SCC Tax Collector EDITIALIS S.A..S Secretary of State ELITE SEM SHELL-CLAD ELS SOLICITORS LTD SHRED-IT USA - SAN FRANCISCO Emily Ann Silicon Valley Bank Emily Clark SIMON WINCHESTER EMMA BAKER SkyParlour Ltd EMMANOUIL MAVRIKOS SMARTe EMPLOYMENT CONTRACTOR SERVICES INC

SourceMedia, LLC

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


7

German Lopez The Robots GES theflow.cc Giuseppa Tartamella TIAGO CABRITA

GOWITHTHEFLOW TIMETRIC (FINANCIAL NEWS PUBLISHING LTD)

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

Hartford Ins. Co. TRANSPERFECT DOCUMENT MANAGEMENT INC.

The Hartford

Henry Gray TRAVEL WEEKLY GROUP LTD Hiscox HIXSON NAGATANI TRAVELMOLE LIMITED LLC HYLITE MARKETING INC. TRUE INFLUENCE LLC Hyperion Systems Ltd. UBM Information Ltd i2 Office UK Payroll IAMTN United States Treasury iGaming Business UNUM INDEX GROUP LTD UPDATE INC. INFOANALYTICA INC. VALENTINA MAFFEI INFORMATION SECURITY MEDIA GROUP CORP

VALLEYMEDIA INC

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

Washington State Dept Revenue

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

Zukova, Karolina


8

Employees

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

Former Employees

Guillaume Adjassin Thomas Cooke Svetlana Barboza James Fletcher Akash Godhania Daniel Hinden Mike Howarth Michael Kent Luke Merry Kevin Paiser David Pope Ronan Potter Mansoor Qureshi Alexander Roxon Pieter Stal Hollie Stephens Giuseppa Tartamella Jack Wheeler Lisa Aguilar James Arballo Marc Barach Brennan Boyajian Michael Breitlow Marta Bright Rachelle Cadena Calvin Cheng Smitha Chinapaganahalli Elizabeth Cuevas Sara Denham Bradley Dickinson Emilio DiSanluciano Mikalai Drabovich Thomas Foley Miguel Francisco


9

Alyssa Gapuz Andrew Goldberg Henry Gray Patrick Griffin Aaron Gusky Oliver Herning Brian Hooper Amy Hu Kristian Ipsen Ryan Ivers Vivek Kaul Nicholas Key Everett Kowalski Cynthia Lam Jeffrey Land Ruchi Malani Kian Maleksalehi Cheryl Manalo Ryan Mendez John Merleseena Jordan Montarbo Ping-Wen Ong Michael Orlando Sunny Pate Ingrid Pinheiro Kara Rieben Marissa Roggasch Thomas Rutledge Kenneth Sass Chayne Schaetzle Jasminder Singh Francis Soriano Chad Starkey Donna To Klaus Voltmer Kimberlee Weber Alan Wiesenburger Michael Wyrzykowski Kay Jin Yatim Michael Cosby Anthony Lanham Stephan Breitrainer Stefanie Haunschmied Thomas Kastenhofer Hunor Szabo Jasmin Basic Cihan Comlek Georgi Danov Nicole Drexler Kristof Feiszt Marius Calin Grama Rudolf Groetz Adam Hegedus-Martin Kominik Kukacka Markus Langer Daniel Mattes Andreas Meingast Ulrike Meyer Stephan Niklas Michael Opitz Hao Tri Pham Petra Praznik Cristina Racu Sebastian Rosensteiner Markus Rumler Benedikt Sagl Andy Tang Sohail Aazem Manju Ahlawat Rizwana Akhtar Jitendra Ameta Mohammed Azhar Charu Bogora Satynarayan Bairagi Gajendra Bhati Virendra Bhatt Rahul Chanwariya Lokesh Chaturvedi Lovish Chhared Dipit Choubisa Hemant Choubisa Rupesh Choubisa Hemant Chouhan Mahesh Chouhan Durgesh Dangi Harish Dangi Prakash Dangi Bhupendra Darji Ray Devera Kailash Giri Anubhav Goswami Bharat Jain


10

Chirag Jain Kapil Jain Lalit Jat Neetu Jat Narendra Joshi Joshi Rishabh Kachhara Vikram Kanawat Kuldeep Kaur Juned Khan Neha Khatik Praveen Khatik Sunil Khatik Vinod Khatik Abhishek Kumar Prince Kumar Arvind Kumawat Umesh Kumawat Dilip Lohar Hemant Lohar Govind Mali Mohammed Mansuri Pankaj Meena Jagdish Meghwal Dinesh Menaria Lalit Menaria Umesh Menariya Palkit Nagori Shivani Nandwana Vijay Ojha Ajay Paliwal Nilesh Paliwal Parwej Pathan Rajendra Pushkarna Hitesh Rajoria Karan Rajput Sumer Ranawat Archana Rao Kushal Rathore Madhu Rathore Raj Pratap Rathore Tejpal Rathore Bhupendra Rayakwal Dilshad Rizvi Ritika Sadhwani Rajendra Salvi Kuldeep Sankhla Sumit Sen Akshay Sharma Amar Sharma Arjun Sharma Dhananjay Sarma Durgesh Sharma Gaurav Sharma Geetanjali Sharma Madan Lal Sharma Padam Sharma Pankaj Sharma Pawan Sharma Pooja Sharma Rajat Sharma Vinod Sharma Bhavin Shrimali Sapana Shrimali Balwant Singh Jagdeep Singh Lakhwindra Singh Rana Singh Surendra Singh Garima Siroya Vikram Sisodiya Ashwani Suhalka Manisha Tanwani Deepak Teli Harish Tiwari Murli Vairagi Deekshant Vaishnav Shalini Verma Bhupendra Yadav Mithun Adhikari Ajay Ajay Sayyed Ali Shahid Ali Shahnawaz Ali Mohammad Ansari Himanshi Arora Manish Avasthi Mohammad Baluri Utsah Banerjee Kashish Bhardwaj Visha Bhatra Dhiraj Bhatt Rakesh Boyat


11

Ravi Bunker Tirupati Chahar Yadvendra Charan Vinay Chauhan Mukesh Chopra Manvendra Choudhary Rahul Choudhary Mahendra Chouhan Rajesh Dara Rajendra Deshwar Ashok Dotan Faisal Faheem Khalid Fasih Hitesh Gangwal Vimal Gautam Abhinav Gothania Pravendra Goyal Anuj Gulpadiya Arpit Gupta Rajat Gupta Ashvin Gurjar Balaram Gurjar Nitesh Gurnanai Roma Hiranandani Tara Indoria Anuj Jain Vikas Jain Aashish Jangid Ankur Jangid Mukesh Jangid Rjendra Jangid Subhash Jangid Sumit Jangid Vikas Jangid Nirmal Jat Ashish Jayanani Manoj Kyotishi Shubham Katta Narinder Kaur Firoz Khan Irfan Khan Salman Khan Sameer Khan Madhuvan Khatana Keshav Khatri Kuldeep Khatri Amit Khilari Arun Kumar Arvind Kumar Mahendra Kumar Manish Kumar Pramendra Kumar Pramod Kumar Rahul Kumar Rajeev Kumar Rohit Kumar Satyendra Kumar Chandni Kumari Arvind Kumawat Lokesh Kumawat Mukesh Kumawat Rajesh Kumawat Amit Ladhani Rinku Lakhera Ashok Lalwani Yogesh Manwani Gaurav Mathur Jeetu Mathur Kanika Mathur Paresh Mewara Rakesh Mewara Ankita Mishra Divya Mishra Raghuveer Nagar Nirmal Nainpuria Sandeep Nama Kritesh Nirmal Rajat Pareek Nand Pingoliya Surendra Prakash Manoj Prasad Puranmal Puranmal Mohd Qureshi Vijaypa Rajawat Avinash Rajoria Manmohan Rajpoot Karan Rathariya Mahendra Rathore Raghuveer Rathore Ramesh Rathore Ravindra Rathore Sanjay Sadhwani


12

Manish Sain Priyanka Sain Sunil Sain Deepak Saini Komal Saini Rohit Saini Vishnu Saini Yogesh Saini Gaurav Saxena Tarun Setiya Manoj Sewda Abhilash Sharma Anmol Sharma Babita Sharma Bharat Sharma Devendra Sharma Dimple Sharma Dinesh Sharma Govind Sharma Lokesh Sharma Nakul Sharma Pankaj Sharma Vijay Sharma Vinod Sheketkar Arvind Shekhawat Arjun Singh Basant Singh Jorawar Singh Karmvir Singh Kumher Singh Nand Singh Prem Singh PrithviRaj Singh Rajendra Singh Sudheer Singh Vaibhav Singh Vijay Singh Deepak Soni Rajan Soni Ravi Soni Abhishek Sugandha Manoj Swami Rahul Swami Vikas Tank Kuldeep Tanwar Jitten Tewani Yuvraj Udawat Mahendra Umaraya Mohit Vashishtha Dinesh Verma Dinesh Vishwkarma Pradeep Yadav Rahul Yadav Sandeep Yadav Sharvan Bansal Martin Ehrnhoefer Markus Flandorfer Sonja Klausburg David Loidolt Andreas Nagy Vikrant Pahadia Fadi Rafik Deborah Renteria Markus Spika Jean St-Laurent Harish Tiwari


13

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

(and Key Staff Members)

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

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

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

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

North Carolina Department of Revenue

Arizona Department of Revenue Nebraska Department of Revenue California Board of Equalization (Sales and Use Tax)

New Jersey Department of Treasury

Colorado Department of Revenue Nevada Department of Taxation

Connecticut Department of Revenue New York Department of Taxation and Finance

Delaware Division of Revenue Ohio Department of Taxation Florida Department of Revenue Oregon Department of Revenue Georgia Department of Revenue Pennsylvania Department of Revenue Iowa Department of Revenue Revenu Quebec Illinois Department of Revenue South Carolina Department of Revenue


14

Indiana Department of Revenue South Dakota Department of Revenue Massachusetts Department of Revenue Texas Comptroller Maryland Office of the Comptroller Utah Tax Commission Michigan Department of Treasury Virginia Department of Taxation Minnesota Department of Revenue Wisconsin Department of Revenue Missouri Department of Revenue Securities and Exchange Commission Internal Revenue Service United States Department of Justice


1 CI-9565313 v4

Schedule 2

Representations of Parties in Interest Unrelated to Debtor since January 1, 2013

Party in Interest Searched

Relationship to Debtor

Related K&L Gates Client

Client Status Additional Disclosure

Salesforce.com, Inc.

Top 20 Unsecured

Same Closed

LinkedIn Top 20 Unsecured

Same Current Claim scheduled at $25,532.56

Money2020, LLC Top 20 Unsecured

Same Current Claim of $15,000 on Top 20 list, but does not appear to be included on schedule of nonpriority unsecured claims

Silicon Valley Bank

Bank Same Current

Intuit Inc. QuickBook Payment

Bank Same Closed

Cooley LLP Professional Same Closed Ernst & Young LLP

Professional Ernst & Young Australia

Current

Citi Ventures Equity Various Citibank related entities

Current

137 Ventures II, LP

Equity Same Current Unrelated representations in addition to the terminated representation set forth in Declaration. Michael Lubic has previously done work for 137 Ventures and is currently representing them in an unrelated matter.


2





Pinnacle Ventures Equity Pinnacle Ventures Equity Fund II, L.P.; Pinnacle Ventures Equity Fund II-O, L.P.; Pinnacle Ventures Debt Fund III, L.P.; Pinnacle Ventures Debt Fund III-A, L.P.; PVDF III – Legacy Holdings, L.P.

Terminated representation set forth in Declaration.

Sharepost 100 Fund

Equity Same Closed

American Express Contract; Vendor; Other

Same Current

AMEX Corporate Contract; Vendor; Other

Same Current

AXA PPP Healthcare

Contract; Vendor; Other

Affiliates: AXA Equitable Life Insurance Co., AllianceBernstein LP, AXA Offshore Multimanager Funds Trust, and AXA Real Estate Investment Managers

Current

Baker & McKenzie, LLP


Same Closed

Metlife- Group Benefits


Same Current

Charles Teal Contract; Vendor; Other; Former Employee

Entities named SB Holding LLC and Saussy Burbank LLC, in which Charles E. Teal is a principal

Current Unknown if this is the same Charles Teal


3





Comcast Contract; Vendor; Other

Same Current

Costco Wholesale Contract; Vendor; Other

Same Current

De Lage Landen Financial Services, Inc.


Same Closed

Paychex EIB Contract; Vendor; Other

Paychex Inc. Current

Paychex Inc. Contract; Vendor; Other

Same Current

QBE Ins. Corp Contract; Vendor; Other

QBE Insurance (Australia) Limited

Closed

QuickBooks Payments


Intuit Inc. Closed

Robert Half Management Resources


Robert Half International Inc.

Current

Federal Ins. Co. (Chubb)


Chubb Insurance Group of Australia

Closed

Federal Insurance Company


Chubb Insurance Group of Australia

Closed

Flight Centre UK Ltd


Same Closed

Staples Advantage Contract; Vendor; Other

Staples Inc. Closed

T-Mobile Contract; Vendor; Other

Same Current

T-Mobile D Contract; Vendor; Other

Same Current


4





Intellicheck Mobilisa, Inc.


Same Current Unrelated representations in addition to terminated representation set forth in Declaration

Toyota Financial Contract; Vendor; Other

Toyota Financial Savings Bank, Toyota Motor Credit Corp., Toyota Finance Australia Ltd and Toyota Financial Services

Current

Washington State Dept Revenue


State of Washington and various other Washington state agencies and departments

Current

Xerox Finance - UK


Xerox Corporation, Xerox State and Local Solutions, and Affiliated Computer Services

Current

Thomas Foley Former Employee

Individual named “P. Tom Foley”

Closed Unknown if this is the same individual


SE-337785 v2

EXHIBIT B

Proposed Order


1



Debtor.

)))

)

ORDER AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF K&L GATES LLP AS GENERAL BANKRUPTCY

COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO APRIL 15, 2016

Upon the Application of the Official Committee of Equity Security Holders for Entry of

an Order Authorizing the Employment and Retention of K&L Gates LLP as Their General

Bankruptcy Counsel Nunc Pro Tunc to the Date of the Committee’s Appointment (the

“Application”);2 and the 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 as of February 29, 2012; and the Court having found that this

is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) and that the Court may enter a final order

consistent with Article III of the United States Constitution; and the Court having found that

venue of this proceeding and the Application in this District is proper pursuant to 28 U.S.C. §§

1408 and 1409; and it appearing that sufficient notice of the Application has been given; and

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

Court that the Application should be approved,

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


2

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED.

2. The Committee is hereby authorized to retain and employ K&L Gates as counsel

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

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

3. K&L Gates shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with this case in compliance with the

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

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

4. K&L Gates is authorized to render professional services to the Committee as

described in the Application.

5. The Committee is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application.

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

enforceable upon its entry.

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

related to the implementation of this Order.

Dated: ______________________, 2016 _________________________________ The Honorable Brendan Linehan Shannon United States Bankruptcy Judge


objection deadline: may 25, 2016 at 4:00 p.m. hearing date...

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