Case KJC Doc 592 Filed 04/23/18 Page 1 of 3

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1 Case KJC Doc 592 Filed 04/23/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter I 1 AEI WINDDOWN, INC.1 Case No (KJC) Debtor. Objection Deadline: May 7, 2018 at 4:00 ~.m. (ET) FOURTH AND FINAL Q~JARTERLY STAFFING AND COMPENSATION REPORT OF PROTIVITI INC. FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH FEBRUARY 21, 2018 Name of Applicant: Authorized to provide professional services to: Date of Retention: Period for which compensation and reimbursement are sought: Amount of compensation sought as actual, reasonable, and necessary: Protiviti Inc. AEI Winddown, Inc. May 2, 2017 nunc pro tunc to March 8, 2017 January 1, 2018 through February 21, 2018 $107, Amount of expense reimbursement sought as actual, reasonable, and necessary: $1, This is an: _monthly _X_ interim _X final application. The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA

2 Case KJC Doc 592 Filed 04/23/18 Page 2 of 3 Protiviti Inc. ("Protiviti") hereby provides its fourth and final quarterly staffing and compensation report for the period January 1, 2018 through February 21, 2018 ((the "Fourth and Final Quarterly Report" and the "Fourth Compensation Period"), as the context indicates) in accordance with that certain Order Authorizing and Approving Employment and Retention of Protiviti, Inc. to Provide a Chief Restructuring Officer and Additional Personnel for the Debtor Pursuant to 11 U.S.C. 363(B), Nunc Pro Tunc to the Petition Date [Docket No. 132] (the "Protiviti Retention Order"). As set forth in the Fourth Quarterly Report, Protiviti billed $107, in aggregate compensation and expended $1, for actual and necessary expenses during the Fourth Compensation Period. Attached as Exhibit A is the schedule of professionals who rendered services to the Debtor during the Fourth Compensation Period, including each person's billing rate and the blended rate and Exhibit B shows the schedule of fees expended during the Fourth Compensation Period by task code. Attached as Exhibit C is the schedule of professionals who rendered services under each task code during the Fourth Compensation Period. Exhibit D shows the summary totals for each category of expense while Exhibit E is an itemization and description of each expense incurred within each category. In accordance with the Protiviti Retention Order, objection to this Fourth and Final Quarterly Report must be filed and served to the undersigned on or before May 7, 2018 (within fourteen (14) days from the date of this filing). The Court will review and consider such objection in the event any objection is filed. WHEREFORE, pursuant to the Retention Order, Protiviti, Inc. hereby submits its Fourth and Final Quarterly Report for the Fourth Compensation Period.

3 Case KJC Doc 592 Filed 04/23/18 Page 3 of 3 Dated: April 23, 2018 Protiviti Inc. By: /s/ Suzanne Roski Suzanne Roski 1051 East Cary Street, Suite 602 Richmond, VA Telephone: ~~~r~~r~r~~.r~~l~iirr.';~~rc>t:~r-it~.c.~~i1~

4 Case KJC Doc Filed 04/23/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AEI WINDDOWN, INC. Debtor. Case No (KJC) Objection Deadline: May 7, 2018 at 4:00 p.m. (~T) NOTICE OF FILING OF FOURTH AND FINAL QUARTERLY STAFFING REPORT OF PROTIVITI INC FOR THE PERIOD FROM JANUARY THROUGH FEBRUARY 21, 2018 TO: (i) Office of the U.S. Trustee; and (ii) Counsel to the Official Committee of Unsecured Creditors. PLEASE TAKE NOTICE that Protiviti Inc. ("Protiviti") has filed the attached quarterly staffing report for the period of January 1, 2018 through February 21, 2018 (the "Staffing Report"), with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware (the "Bankruptcy Court") pursuant to the Bankruptcy Court's order entered on May 2, 2017 approving the employment of Protiviti (the "Retention Order") (Docket No. 132). PLEASE TAKE FURTHER NOTICE that, pursuant to the Retention Order, any response or objection to the Staffing Report must be filed with the Bankruptcy Court on or before May 7, 2018 at 4:00 pill. (ET). PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) the Debtor, AEI Winddown, Inc., 1051 East Cary ' The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Ina (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (fllda Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA

5 Case KJC Doc Filed 04/23/18 Page 2 of 2 Street, Suite 602, Richmond, VA (Attn: Suzanne Roski); (ii) counsel to the Debtors, Pachulski Stang Ziehl &Jones, LLP, 919 North Market Street, 17th Floor, Wilmington, DE (Attn: Laura Davis Jones, Esq.) (ljones@pszjlaw.com);(iii) counsel to the Official Committee of Unsecured Creditors, (a) Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, NY (Attn: Jeffrey Cohen, Esq. and Barry Z. Bazian, Esq.); (b) Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, NJ (Attn: Andrew David ~ehlmann; Fso.l; and (cl ~lehx Harrison Harvey Branzhurg LLP; 919 Market Street; Suite 1000, Wilmington, DE (Attn: Richard M. Bek, Esq. and Sally E. Veghte, Esq.); and (iv) the Office of the United States Trustee for the District of Delaware, United States Trustee, 844 King Street, Suite 2207, Lockbox #35, Wilmington, DE 19801, (Fax: ) (Attn: Hannah Mufson McCollum, Esq.) (hannah.mccollum@usdoj.gov). 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. Dated: Apri123, 2018 Wilmington, Delaware PACHULSKI STANG ZIEHL &JONES LLP /s/joseph M. Mulvihill Laura Davis Jones (DE Bar No. 2436) Joseph M. Mulvihill (DE Bar No. 6061) 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@p szj law. com jmulvihill@pszjlaw.com Counsel for the Debtor and Debtor-in-Possession

6 Case KJC Doc Filed 04/23/18 Page 1 of 6 AEI Winddown Inc. Quarterly Staffing Report January 1 -February 21, 2018 EXHIBIT A Hours and Fees by Professional Professional ~'itie Bitiin gate Hours Fees a Suzanne Roski CRO / Mana in Director $ $ 27,072 Heather Williams Director ,042 Katie Funk Consultant ,191 Total Hours /Fees ,305 Less: Volunta Discount 2,000 Total Ad'usted Fees $ 107, Blended Hourl Rate $ 451 [a] Certain hours are billed at 0% and 50% rates.

7 Case KJC Doc Filed 04/23/18 Page 2 of 6 AEI Winddown Inc. Quarterly Staffing Report January 1 -February 21, 2018 EXHIBIT B Fees Rendered by Task Code Task Code Hours Fess B -Asset Dis osition 4.1 1, B - Business O erations , B -Case Administration , B -Claims Admin & Ob'ections ,410 4~~ - o - Eiii i~ ~ee oe~~eiii i.o i i B -Pre are Fee/ Em to A s B - Liti ation 7.0 3, B -Plan &Disclosure , B - Accountin & Auditin , MORs /Trustee Accountin 9.3 4, Travel Time 50% ,729 Total Hours /Fees ,305 Less: Voluntar Discount 2,000 Total Ad'usted Fees $ 107,305

8 Case KJC Doc Filed 04/23/18 Page 3 of 6 AEI Winddown Inc. Quarterly Staffing Report January 1 -February 21, 2018 EXHIBIT C Fees Rendered by Task Code and Professional Task Gode b Professianat ihours Fees B -Asset Dis osition Roski, Suzanne B 1.2 $ 580 Williams, Heather G 2.9 1,383 Task Code 441 Total 4.1 1, B - Business O erations Funk, Katie Roski, Suzanne B ,023 Williams, Heather G ,003 Task Code 442 Total , B -Case Administration Funk, Katie Roski, Suzanne B 9.3 4,492 Williams, Heather G ,407 Task Code 443 Totai , B -Claims Admin & Ob'ections Roski, Suzanne B ,163 Williams, Heather G ,247 Task Code 444 Total , B - Em to ee Benefit Funk, Katie Williams, Heather G Task Code 445 Total B -Pre are Fee/ Em to A s Roski, Suzanne B Task Code 446 Total B - Liti ation Williams, Heather G 7.0 3,339 Task Code 449 Total 7.0 3,339

9 Case KJC Doc Filed 04/23/18 Page 4 of 6 AEI Winddown Inc. Quarterly Staffing Report January 1 -February 21, 2018 EXHIBIT C Fees Rendered by Task Code and Professional Task Code b Professional Hours Fees B -Plan &Disclosure Roski, Suzanne B 4.1 1,980 Sima, John Steven 7.1 3,387 G A T i aan 417UC ~J I i tai T /~.J A A ~1 i i.c c /n a,3v B - Accountin & Auditin Funk, Katie Roski, Suzanne B 3.7 1,787 Williams, Heather G ,508 Task Code 453 Total , MORs /Trustee Accountin Roski, Suzanne B Williams, Heather G 7.9 3,768 Task Code 472 Total 9.3 4, Travel Time 50% Roski, Suzanne B ,729 Task Code 560 Total ,729 All Task Codes before discount $ 109,305

10 Case KJC Doc Filed 04/23/18 Page 5 of 6 EXHIBIT D AEI Winddown Inc. Quarterly Staffing Report January 1 -February 21, 2018 Expense Summary by Category Expense Category Amount Airfare $ Baggage Fees - Hotel Lodging Other - Parking Rental Car Taxi /Shuttles Total Expenses $ 1,513.62

11 Case KJC Doc Filed 04/23/18 Page 6 of 6 AEI Winddown Inc. Quarterly Staffing Report January 1 -February 21, 2018 EXHIBIT E Expense Details Date Employee Description Amount 01/04/18 Roski, Suzanne Airfare $ /04/18 Roski, Suzanne Lodging /05/18 Roski, Suzanne Lodging /03/18 Roski, Suzanne Parking /04/18 Roski, Suzanne Rental Car /04/18 Roski, Suzanne Rental Car -Fuel /03/18 Roski, Suzanne Taxi to RIC Airport /03/18 Roski, Suzanne Taxi to dinner /04/18 Roski, Suzanne Taxi to CLT Airport /05/18 Roski, Suzanne Hotel Shuttle from Hotel to CLT Airport /05/18 Roski, Suzanne Taxi from RIC Airport to home Total Expenses $ 1,513.62

12 Case KJC Doc Filed 04/23/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) AEI WINDDOWN, INC., ) Chapter 11 Case No (KJC) Debtor. ) CERTIFICATE OF SERVICE I, Joseph M. Mulvihill, hereby certify that on the 23rd day of April, 2018, I caused a copy of the following documents) to be served on the individuals on the attached service lists) in the manner indicated: Notice of Filing of FouY th and Final Quaa terly Staffing Repoa t of Proti~~iti Inc. for the Period from January 1, 2018 thr ougli February 21, 2018 Fourth and Final Quarterly Staffing and Compensation Report of Protiviti Inc. for the Period from January 1, 2018 through February 21, 2018 /s/joseph M. Mulvihill Joseph M. Mulvihill (DE Bar No. 6061) ' The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (flk/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS DP: /001

13 Case KJC Doc Filed 04/23/18 Page 2 of 2 Aquion Service List re Staffing Reports Case No (KJC) Doc. No Hand Delivery 02 First Class Mail Hind Delivery (United States Trustee) Hannah Mufson McCollum, Esq. Office of the United States Trustee US Department of Justice 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE Hand Delivei-~~ (Counsel to the Official Committee of Unsecured Creditors) Richard M. Beck, Esq. Sally E. Veghte, Esq. Klehr Harrison Harvey Branzburg LLP 919 Market Street, Suite 1000 Wilmington, DE First Class Mail (Counsel to the Official Committee of Unsecured Creditors) Jeffrey Cohen, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY First Class Mail (Counsel to the Official Committee of Unsecured Creditors) Andrew David Behlmann, Esq. Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ ROCS DE /001