Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/16

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1 Fill in this information to identify the case: Document Page 1 of 69 United States Bankruptcy Court for the: Northern _ District of Georgia (State) 7 Case number (If known): Chapter Check if this is an amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/16 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor s name and the case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor s name Sensiotec, Inc. _ 2. All other names debtor used in the last 8 years Include any assumed names, trade names, and doing business as names _ 3. Debtor s federal Employer Identification Number (EIN) Debtor s address Principal place of business 1170 Peachtree NE Number Suite 1200 Atlanta, GA County Mailing address, if different from principal place of business Number P.O. Box Location of principal assets, if different from principal place of business Number 5. Debtor s website (URL) 6. Type of debtor X Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) Partnership (excluding LLP) Other. Specify: Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1

2 Document Page 2 of 69 Debtor Sensiotec, Inc. Case number (if known) 7. Describe debtor s business A. Check one: Health Care Business (as defined in 11 U.S.C. 101(27A)) Single Asset Real Estate (as defined in 11 U.S.C. 101(51B)) Railroad (as defined in 11 U.S.C. 101(44)) Stockbroker (as defined in 11 U.S.C. 101(53A)) Commodity Broker (as defined in 11 U.S.C. 101(6)) Clearing Bank (as defined in 11 U.S.C. 781(3)) X None of the above B. Check all that apply: Tax-exempt entity (as described in 26 U.S.C. 501) Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. 80a-3) Investment advisor (as defined in 15 U.S.C. 80b-2(a)(11)) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See 8. Under which chapter of the Bankruptcy Code is the debtor filing? Check one: X Chapter 7 Chapter 9 Chapter 11. Check all that apply: Debtor s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 4/01/19 and every 3 years after that). The debtor is a small business debtor as defined in 11 U.S.C. 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. 1116(1)(B). A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. 1126(b). The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to 13 or 15(d) of the Securities Exchange Act of File the Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form. Chapter 12 The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b Were prior bankruptcy cases filed by or against the debtor within the last 8 years? If more than 2 cases, attach a separate list. 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases. If more than 1, attach a separate list. X. District When Case number MM / DD / YYYY X No District When Case number MM / DD / YYYY. Debtor Relationship District When Case number, if known MM / DD / YYYY Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

3 Document Page 3 of 69 Debtor Sensiotec, Inc. Case number (if known) 11. Why is the case filed in this district? Check all that apply: X Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other district. A bankruptcy case concerning debtor s affiliate, general partner, or partnership is pending in this district. 12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? X No. Answer below for each property that needs immediate attention. Attach additional sheets if needed. Why does the property need immediate attention? () It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard? It needs to be physically secured or protected from the weather. It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options). Other _ Where is the property? Number Is the property insured?. Insurance agency Contact name Phone Statistical and administrative information 13. Debtor s estimation of available funds Check one: X Funds will be available for distribution to unsecured creditors. After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors. 14. Estimated number of creditors X ,000-5,000 5,001-10,000 10,001-25,000 25,001-50,000 50, ,000 More than 100, Estimated assets $0-$50,000 $50,001-$100,000 x $100,001-$500,000 $500,001-$1 million $1,000,001-$10 million $10,000,001-$50 million $50,000,001-$100 million $100,000,001-$500 million $500,000,001-$1 billion $1,000,000,001-$10 billion $10,000,000,001-$50 billion More than $50 billion Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

4 Document Page 4 of 69 Debtor Sensiotec, Inc. Case number (if known) 16. Estimated liabilities $0-$50,000 $50,001-$100,000 $100,001-$500,000 $500,001-$1 million x $1,000,001-$10 million $10,000,001-$50 million $50,000,001-$100 million $100,000,001-$500 million $500,000,001-$1 billion $1,000,000,001-$10 billion $10,000,000,001-$50 billion More than $50 billion Request for Relief, Declaration, and Signatures WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. 152, 1341, 1519, and Declaration and signature of authorized representative of debtor The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition. I have been authorized to file this petition on behalf of the debtor. I have examined the information in this petition and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct. 09/02/2016 Executed on MM / DD / YYYY /s/ Matthew May Signature of authorized representative of debtor Matthew May Printed name Title Receiver 18. Signature of attorney /s/ Lisa Wolgast 09/02/2016 Date Signature of attorney for debtor MM / DD / YYYY Lisa Wolgast Printed name Morris, Manning & Martin, LLP Firm name 1600 Atlanta Financial Center, 3343 Peachtree Road, NE Number Atlanta GA lwolgast@mmmlaw.com Contact phone address Georgia Bar number State Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

5 Document Page 5 of 69 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION IN RE: ) ) SENSIOTEC, INC. ) CHAPTER 11 ) CASE NO. Debtor. ) ) DECLARATION OF MATTHEW MAY NOW COMES Mathew May, under penalty of perjury and pursuant to 28 U.S.C. 1746, and hereby states as follows: 1. I am the Receiver (the Receiver ) of Sensiotec, Inc., a Delaware corporation (the Debtor ), pursuant to that certain Order entered on March 4, 2016 by the United States District of North Carolina, Charlotte Division, Civil Action File No. 3:15-c-335-FDW-DCK (the Order ). A true and correct copy of the Order is attached hereto as Exhibit A. Debtor. 2. I am familiar with the day-to-day operations, business and financial affairs of the 3. The Order provides that, if, at any time in his tenure, the Receiver believes that it is in the best interest of Sensiotec to file for bankruptcy protection then he is authorized to do so. (Order, 7.) 4. It is my judgment, as Receiver, that it is in the best interests of the Debtor, its equity holders, its creditors and other parties in interest for the Company to file a voluntary petition seeking relief pursuant to Chapter 7 of Title 11 of the United States Code (the Code ). 5. Accordingly, on the date hereof, the Debtor filed a voluntary petition for relief under chapter 7 of title 11 of the United States Code. 1

6 Document Page 6 of 69 I declare under the penalty of perjury that the foregoing is true and correct. Executed on September 2, Matthew May, as Receiver for Sensiotec, Inc. 2

7 Document Page 7 of 69 EXHIBIT A RECEIVER ORDER 3

8 Document Page 8 of 69 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NORTH CAROLINA CHARLOTTE DIVISION CIVIL ACTION NO. 3:15-cv-335-FDW-DCK CRAIG M. WARDLAW, MARTHA ANN WARDLAW, RICHARD B. BATES and ROGER G. HAYES. vs. Plaintiffs, SENSIOTEC, INC. and ROBERT ARKIN, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ORDER THIS MATTER is before the Court following oral argument on Plaintiffs Motion for Expedited Approval of Bridge Loan Financing and to Continue to Stay Trial and Discovery. (Doc. No. 31). On September 17, 2015, the Court entered a Revised Preliminary Injunction Order ( Order ) in this action (Doc. No. 30) establishing a Special Committee ( Committee ) to oversee Defendant Sensiotec, Inc. s ( Sensiotec ) management, monitor compliance with the injunction and approve transactions as described in the Order. Subsequently, the Court allowed DCX-CHOL, Enterprises, Inc., a Sensiotec shareholder, to intervene in this action. Delaware law provides for the appointment of a Receiver to take charge of [the corporation s] assets, estate, effects, business and affairs. and to do all other acts which might be done by the corporation and which may be necessary or proper. 8 DCGL Case 3:15-cv FDW-DCK Document 46 Filed 03/04/16 Page 1 of 6

9 Document Page 9 of 69 Upon the consent of all parties to this action, and for good cause shown, the Court holds and ORDERS as follows: 1. Pursuant to DGCL Section 291, the Court has the authority to appoint one or more persons to be receivers of and for an insolvent corporation to take charge of its assets and affairs. Based on the reasons described above and the other evidence of record in this action, the Court finds that a Receiver should be appointed for Sensiotec as set forth below to protect the company and the interests of the company s shareholders. 2. Matthew May is the managing partner of Acuity CFO, LLC, a company that is a professional services firm with approximately 50 employees that provides finance and accounting support to approximately 200 companies. He is a certified public accountant in Georgia who is familiar with Sensiotec s business and has been serving as the Chairman of the Special Committee. Mr. May is well qualified and willing to serve as a Receiver for Sensiotec for a period of six months or until Sensiotec no longer requires a Receiver, if that occurs sooner. 3. Accordingly, Matthew May of Atlanta, Georgia is hereby appointed to serve as a Receiver for Sensiotec pursuant to DGCL Section 291 until further order of this Court, but in no case for longer than six (6) months from the date of this Order. Mr. May shall have all the powers and title of a receiver appointed under Section 291 of the DGCL. Without limiting the foregoing, the Receiver shall, and is entitled to take control of all the assets, property, franchises, rights, privileges and interests of whatsoever kind of Sensiotec with the power to hold, demand, receive and collect all funds, assets and property belonging to Sensiotec, or in the hands of any debtor, agent, or depository of Sensiotec. 2 Case 3:15-cv FDW-DCK Document 46 Filed 03/04/16 Page 2 of 6

10 Document Page 10 of The Receiver shall cause a meeting of the shareholders of Sensiotec to be held on or before July 31, 2016 for the purpose of electing a board of directors. The Receiver shall provide notice to all shareholders of the time, place, and agenda of the meeting. The Receiver is directed to use his best efforts to nominate a slate of at least three directors for election to the Board of Directors. In addition, on or before June 1, 2016, Sensiotec s shareholders may nominate candidates for the board of directors. In accordance with the company s bylaws (with the exception of the requirement that 150 days minimum notice of a nomination be provided), on or before June 1, 2016, each shareholder nominated candidate must provide the Receiver with a written consent that he or she shall serve as a director if so elected and the following information: a. The name, age, residence, address, and business address of each proposed nominee; b. The principal occupation or employment, the name, type of business, and address of the company or other organization in which such employee is carried on of each proposed nominee; c. The amount of stock of Sensiotec owned beneficially, either directly or indirectly, by each proposed nominee; and d. A description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which Sensiotec will or may be a party. 5. The initial board of directors elected following this Order shall be constituted of three (3) members, who shall each be elected for a one year term. The Receiver shall preside over the board election and shall conduct such board election pursuant to Sensiotec s bylaws (to the extent possible and applicable) and Delaware law and any dispute over the board elections shall be resolved by the Receiver, in his sole discretion. In 3 Case 3:15-cv FDW-DCK Document 46 Filed 03/04/16 Page 3 of 6

11 Document Page 11 of 69 accordance with Article 7 of the company s articles of incorporation, no member of the Board of Directors shall be elected without the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of voting stock of the corporation entitled to vote generally in the election of directors. The alternate method for the election of the Board of Directors allowable under Article 7 i.e. by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors shall not be employed in the election of the initial Board of Directors. 6. At least thirty (30) days before the shareholder meeting, the Receiver shall provide notice to all shareholders of the candidates for board membership and provide each shareholder with the written information required by paragraph 4 above for all candidates. From and after the time that at least three (3) directors have been duly elected: (a) the Receiver shall, in making any decision with respect to Sensiotec, give due consideration to the actions and direction of the board of directors, and, if he concludes to act in a manner inconsistent with such actions and direction, shall provide to the board of directors a written explanation of the basis for his action; and (b) the board of directors shall retain the right to file, at any time, with the Court a motion seeking the dissolution of the receivership. 7. Subject to the provisions of paragraph 6 above if, at any time in his tenure, the Receiver believes that it is in the best interest of Sensiotec to file for bankruptcy protection then he is authorized to do so. 8. Subject to the provisions of paragraph 6 above, the Receiver shall: (A) have the power, authority and sole discretion to manage Sensiotec and to employ or not employ such persons as he deems necessary to preserve and promote the company; (B) be 4 Case 3:15-cv FDW-DCK Document 46 Filed 03/04/16 Page 4 of 6

12 Document Page 12 of 69 authorized to employ any professional, secretarial and clerical assistants he deems necessary for the purposes of preserving the assets, property and interests of Sensiotec; and (C) be authorized to establish, maintain, control, and administer such existing or new bank accounts as are reasonable, necessary and customary to carry out Sensiotec s business, including but not limited to all such accounts as currently are in effect. In exercising his management and control over Sensiotec, the Receiver is instructed to consider the best interests of Sensiotec and its shareholders in reaching his decisions. The Receiver shall strive at all times to preserve the integrity, good will and assets of Sensiotec. 9. The restrictions of paragraphs 12 and 13 h and i of the Revised Preliminary Injunction Order with respect to the prohibitions on Mr. Arkin s involvement and the preservation of documents / records are hereby continued, but the restrictions in paragraph 13 a through g in the Order are removed with respect to any action taken by or approved by the Receiver. Further, all provisions in the Order regarding the Special Committee are now moot because the Special Committee is hereby dissolved in light of the appointment of the Receiver. Except as otherwise stated in this Order, the Receiver shall have the full powers described above with respect to the company. 10. The Receiver shall be compensated at the rate of $225 an hour, to be paid from the bridge loan financing approved by the Special Committee, subject to a modification in the terms of such financing to extend the term of the loan to 9 months, with typical reasonable acceleration provisions including upon the filing of a bankruptcy, sale of substantially all the assets of the company, merger or reorganization, but not to include the imposition of a Receivership on the company. The first lien security interests on all 5 Case 3:15-cv FDW-DCK Document 46 Filed 03/04/16 Page 5 of 6

13 Document Page 13 of 69 company assets provided for in the bridge loan financing shall remain the same. Bridge lenders shall be secured by Sensiotec s assets, now owned or hereafter acquired, only to the extent of the amount of principal, and interest thereon, advanced by such lender under the bridge loan. The Receiver may also be paid from such other financing as may be obtained for the company by the Receiver. 11. The Court directs all parties to this proceeding to cooperate fully with the Receiver to ensure efficient, economical and profitable operations at Sensiotec. 12. The stay of the case management deadlines and trial in this action is hereby continued until further order of the Court. The Receiver is directed to report the status of the case to the Court on or before August 1, This Order shall remain in effect until further order of this Court or a final determination of this matter after a hearing on the merits. IT IS SO ORDERED. Signed: March 4, Case 3:15-cv FDW-DCK Document 46 Filed 03/04/16 Page 6 of 6

14 B2030 (Form 2030) (12/15) Document Page 14 of 69 United States Bankruptcy Court Georgia Northern District Of In re Sensiotec, Inc. Case No. Debtor 7 Chapter _ DISCLOSURE OF COMPENSATION OF ATTORNEY FOR DEBTOR 1. Pursuant to 11 U.S.C. 329(a) and Fed. Bankr. P. 2016(b), I certify that I am the attorney for the above named debtor(s) and that compensation paid to me within one year before the filing of the petition in bankruptcy, or agreed to be paid to me, for services rendered or to be rendered on behalf of the debtor(s) in contemplation of or in connection with the bankruptcy case is as follows: 10, For legal services, I have agreed to accept $ 10, Prior to the filing of this statement I have received $ Balance Due $ 2. The source of the compensation paid to me was: 0.00 x Debtor Other (specify) 3. The source of compensation to be paid to me is: x x Debtor Other (specify) 4. I have not agreed to share the above-disclosed compensation with any other person unless they are members and associates of my law firm. I have agreed to share the above-disclosed compensation with a other person or persons who are not members or associates of my law firm. A copy of the agreement, together with a list of the names of the people sharing in the compensation, is attached. 5. In return for the above-disclosed fee, I have agreed to render legal service for all aspects of the bankruptcy case, including: a. Analysis of the debtor' s financial situation, and rendering advice to the debtor in determining whether to file a petition in bankruptcy; b. Preparation and filing of any petition, schedules, statements of affairs and plan which may be required; c. Representation of the debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof;

15 B2030 (Form 2030) (12/15) Document Page 15 of 69 d. Representation of the debtor in adversary proceedings and other contested bankruptcy matters; e. [Other provisions as needed] 6. By agreement with the debtor(s), the above-disclosed fee does not include the following services: CERTIFICATION I certify that the foregoing is a complete statement of any agreement or arrangement for payment to me for representation of the debtor(s) in this bankruptcy proceeding. 09/02/2016 /s/ Lisa Wolgast Date Signature of Attorney Morris, Manning & Martin, LLP of law firm

16 Document Page 16 of 69 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION IN RE: ) ) SENSIOTEC, INC. ) CHAPTER 11 ) CASE NO. Debtor. ) ) SCHEDULES OF ASSETS AND LIABILITIES FOR SENSIOTEC, INC.

17 Document Page 17 of 69 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION IN RE: ) ) SENSIOTEC, INC. ) CHAPTER 11 ) CASE NO. Debtor. ) ) GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODOLOGY AND DISCLAIMERS REGARDING DEBTOR S SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS The Debtor s Schedules of Assets and Liabilities (collectively, the Schedules ) and Statement of Financial Affairs (the Statement ) were prepared by Matthew May as Receiver for Debtor ( Receiver ) and are unaudited. While the Receiver made a reasonable effort to ensure that the Schedules and Statement are accurate and complete based on information known to him at the time of preparation after reasonable inquiries, inadvertent errors or omissions may exist and/or the subsequent receipt of information may result in material changes in financial and other data contained in the Schedules and Statement. Accordingly, the Debtor reserves it right to amend and/or supplement its Schedules and Statement from time to time as may be necessary or appropriate and will do so as information becomes available. These Global Notes and Statement of Limitations, Methodology and Disclaimers Regarding Debtor s Schedules of Assets and Liabilities and Statement of Financial Affairs (the Global Notes ) are incorporated by referenced in, and comprise an integral part of, the Schedules and Statement, and should be referred to and reviewed in connection with any review of the Schedules and Statement. In the event that the Schedules and Statement differ from the Global Notes, the Global Notes shall control. General Comments Reservation of Rights. The Debtor reserves the right to dispute or to assert setoff or other defenses to, any claim reflected in the Schedules and Statement as to amount, liability and classification. The Debtor also reserves all rights with respect to the values, amounts and characterizations of the assets and liabilities listed in its Schedules and Statements. The Debtor also reserves all rights with respect to classification of equity holders and the percentage interests of equity holders. 1

18 Document Page 18 of 69 Basis of Presentation. These Schedules and Statement do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles ( GAAP ), nor are they intended to reconcile to financial statements, if any, previously distributed to major creditors or equity holders. The Schedules and Statement have been signed by the Receiver. In reviewing and signing the Schedules and Statements, the Receiver has necessarily relied upon the Debtor s books and records in the Receiver s possession, custody or control. The Receiver has not, and could not have, personally verified the accuracy of each such statement and representation, including statements and representations concerning amounts owed to creditors. Date of Valuations. Except as otherwise noted in the Schedules and Statement, all liabilities and assets are valued as of the date of the filing of the Debtor s Chapter 7 Petition for Relief. Causes of Action. The Receiver has made his best efforts to set forth known causes of action against third parties as assets in Debtor s Schedules and Statement. The Debtor reserves all of its rights with respect to causes of action it may have, whether disclosed or not disclosed, and neither these Global Notes nor the Schedules and Statement shall be deemed a waiver of any such causes of action. Claims. Any failure to designate a claim listed on the Debtor s Schedules as disputed, contingent, or unliquidated does not constitute an admission by the Debtor that the claim is not disputed, contingent, or unliquidated. The Debtor reserves the right to (i) object to or otherwise dispute or assert setoff rights, cross-claims, counterclaims or defenses to, any claim reflected on the Schedules as to amount, liability or classification or (ii) otherwise to designate subsequently any claim as disputed, contingent, or unliquidated. Insiders. For purposes of the Schedules and Statement, persons listed as insiders have been included for informational purposes only. The Debtor does not take any position with respect to: (a) such person s influence over the control of the Debtor; (b) the management responsibilities or functions of such individual; (c) the decision-making or corporate authority of such individual; or (d) whether such individual could successfully argue that he or she is not an insider under applicable law, including the federal securities laws, or with respect to any theories of liability or for any other purpose. Transfers. The Receiver has made his best efforts to set forth known transfers in Debtor s Statement. The Receiver does not, however, have access to all of Debtor s books and records or all of Debtor s pre-receivership bank accounts and, thus, does not have records from which all potential transfers by Debtor within the 2 years before the filing of this case could be determined. 2

19 Document Page 19 of 69 Schedules Schedule C Executory Contracts and Unexpired Leases While every effort has been made to ensure the accuracy of Schedule G, inadvertent errors or omissions may have occurred. The Debtor hereby reserves all of its rights to (i) dispute the validity, status, or enforceability of any contracts, agreements or leases set forth in Schedule G and (ii) amend or supplement such Schedule as necessary. Furthermore, the Debtor reserves all of its rights, claims and causes of action with respect to the contracts and agreements listed on the Schedules, including the right to dispute or challenge the characterization or the structure of any transaction, document or instrument. The presence of a contract or agreement on Schedule G does not constitute an admission that such contract or agreement is an executory contract or unexpired lease. The contracts, agreements and leases listed on Schedule G may have expired or may have been modified, amended, or supplemented from time to time by various amendments, restatements, waivers, estoppel certificates, letter, and other documents, instruments and agreements that may not be listed therein. Certain of the leases listed on Schedule G may contain renewal options, rights of first refusal, rights to lease additional space and other miscellaneous rights. Such rights, powers, duties and obligations are not set forth on Schedule G. Certain of the executory agreements may not have been memorialized and could be subject to dispute. **** END OF GLOBAL NOTES **** v2 3

20 Fill in this information to identify the case: Document Page 20 of 69 Debtor name Sensiotec, Inc. United States Bankruptcy Court for the: Northern District of Georgia (State) Case number (If known): Check if this is an amended filing Official Form 206A/B Schedule A/B: Assets Real and Personal Property 12/15 Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest. Include all property in which the debtor holds rights and powers exercisable for the debtor's own benefit. Also include assets and properties which have no book value, such as fully depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts or unexpired leases. Also list them on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). Be as complete and accurate as possible. If more space is needed, attach a separate sheet to this form. At the top of any pages added, write the debtor s name and case number (if known). Also identify the form and line number to which the additional information applies. If an additional sheet is attached, include the amounts from the attachment in the total for the pertinent part. For Part 1 through Part 11, list each asset under the appropriate category or attach separate supporting schedules, such as a fixed asset schedule or depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the debtor s interest, do not deduct the value of secured claims. See the instructions to understand the terms used in this form. Part 1: Cash and cash equivalents 1. Does the debtor have any cash or cash equivalents?. Go to Part 2. X Yes. Fill in the information below. All cash or cash equivalents owned or controlled by the debtor Current value of debtor s interest 2. Cash on hand $ Checking, savings, money market, or financial brokerage accounts (Identify all) of institution (bank or brokerage firm) Type of account Silicon Valley Bank Checking $ 3.2. BB&T Unknown unknown $ unknown 4. Other cash equivalents (Identify all) 4.1. $ 4.2. $ 5. Total of Part 1 Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line $ Part 2: Deposits and prepayments 6. Does the debtor have any deposits or prepayments? x. Go to Part 3.. Fill in the information below. 7. Deposits, including security deposits and utility deposits Current value of debtor s interest Description, including name of holder of deposit $ $

21 Sensiotec, Inc. Debtor Case number (if known) Document Page 21 of Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent Description, including name of holder of prepayment Total of Part 2. Add lines 7 through 8. Copy the total to line 81. $ $ 0 $ Part 3: Accounts receivable 10. Does the debtor have any accounts receivable? x No. Go to Part 4.. Fill in the information below. 11. Accounts receivable 11a. 90 days old or less: =... face amount doubtful or uncollectible accounts 11b. Over 90 days old: =... face amount doubtful or uncollectible accounts 12. Total of Part 3 Current value on lines 11a + 11b = line 12. Copy the total to line 82. Current value of debtor s interest $ $ 0 $ Part 4: Investments 13. Does the debtor own any investments? x No. Go to Part 5.. Fill in the information below. 14. Mutual funds or publicly traded stocks not included in Part 1 of fund or stock: Valuation method used for current value Current value of debtor s interest $ $ 15. Non-publicly traded stock and interests in incorporated and unincorporated businesses, including any interest in an LLC, partnership, or joint venture of entity: % of ownership: % % $ $ 16. Government bonds, corporate bonds, and other negotiable and non-negotiable instruments not included in Part 1 Describe: $ $ 17. Total of Part 4 Add lines 14 through 16. Copy the total to line $

22 Sensiotec, Inc. Debtor Case number (if known) Document Page 22 of 69 Part 5: Inventory, excluding agriculture assets 18. Does the debtor own any inventory (excluding agriculture assets)?. Go to Part 6.. Fill in the information below. zx General description 19. Raw materials 20. Work in progress 21. Finished goods, including goods held for resale 22. Other inventory or supplies 23. Total of Part 5 Add lines 19 through 22. Copy the total to line 84. Date of the last physical inventory MM / DD / YYYY Approx. 25 prototypes of Company product MM / DD / YYYY MM / DD / YYYY MM / DD / YYYY Net book value of debtor's interest (Where available) Valuation method used for current value Current value of debtor s interest $ $ Unknown $ $ $ $ $ $ 0 $ 24. Is any of the property listed in Part 5 perishable? x No 25. Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed? x No. Book value Valuation method_ Current value 26. Has any of the property listed in Part 5 been appraised by a professional within the last year? x No Part 6: Farming and fishing-related assets (other than titled motor vehicles and land) 27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)? x No. Go to Part 7.. Fill in the information below. General description Net book value of debtor's interest (Where available) Valuation method used for current value Current value of debtor s interest 28. Crops either planted or harvested $ $ 29. Farm animals Examples: Livestock, poultry, farm-raised fish $ $ 30. Farm machinery and equipment (Other than titled motor vehicles) $ $ 31. Farm and fishing supplies, chemicals, and feed $ $ 32. Other farming and fishing-related property not already listed in Part 6 $ $

23 Sensiotec, Inc. Debtor Case number (if known) Document Page 23 of Total of Part 6. Add lines 28 through 32. Copy the total to line $ 34. Is the debtor a member of an agricultural cooperative?. Is any of the debtor s property stored at the cooperative? 35. Has any of the property listed in Part 6 been purchased within 20 days before the bankruptcy was filed?. Book value $ Valuation method _ Current value $ 36. Is a depreciation schedule available for any of the property listed in Part 6? 37. Has any of the property listed in Part 6 been appraised by a professional within the last year? Part 7: Office furniture, fixtures, and equipment; and collectibles 38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?. Go to Part 8. x Yes. Fill in the information below. General description Net book value of debtor's interest Valuation method used for current value Current value of debtor s interest (Where available) 39. Office furniture $ $ 40. Office fixtures $ $ 41. Office equipment, including all computer equipment and communication systems equipment and software Computer monitors and printer 0 Book value $ $ 42. Collectibles Examples: Antiques and figurines; paintings, prints, or other artwork; books, pictures, or other art objects; china and crystal; stamp, coin, or baseball card collections; other collections, memorabilia, or collectibles 42.1 $ $ 42.2 $ $ 42.3 $ $ Total of Part 7. Add lines 39 through 42. Copy the total to line $ 44. Is a depreciation schedule available for any of the property listed in Part 7? 45. Has any of the property listed in Part 7 been appraised by a professional within the last year?

24 Sensiotec, Inc. Debtor Case number (if known) Document Page 24 of 69 Part 8: Machinery, equipment, and vehicles 46. Does the debtor own or lease any machinery, equipment, or vehicles? x No. Go to Part 9.. Fill in the information below. General description Include year, make, model, and identification numbers (i.e., VIN, HIN, or N-number) Net book value of debtor's interest (Where available) Valuation method used for current value Current value of debtor s interest 47. Automobiles, vans, trucks, motorcycles, trailers, and titled farm vehicles 47.1 $ $ 47.2 $ $ 47.3 $ $ 47.4 $ $ 48. Watercraft, trailers, motors, and related accessories Examples: Boats, trailers, motors, floating homes, personal watercraft, and fishing vessels 48.1 $ $ 48.2 $ $ 49. Aircraft and accessories 49.1 $ $ 49.2 $ $ 50. Other machinery, fixtures, and equipment (excluding farm machinery and equipment) $ $ 51. Total of Part 8. Add lines 47 through 50. Copy the total to line $ 52. Is a depreciation schedule available for any of the property listed in Part 8? 53. Has any of the property listed in Part 8 been appraised by a professional within the last year?

25 Sensiotec, Inc. Debtor Case number (if known) Document Page 25 of 69 Part 9: Real property 54. Does the debtor own or lease any real property? x No. Go to Part 10.. Fill in the information below. 55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest Description and location of property Include street address or other description such as Assessor Parcel Number (APN), and type of property (for example, acreage, factory, warehouse, apartment or office building), if available. Nature and extent of debtor s interest in property Net book value of debtor's interest (Where available) Valuation method used for current value Current value of debtor s interest 55.1 $ $ 55.2 $ $ 55.3 $ $ 55.4 $ $ 55.5 $ $ 55.6 $ $ 56. Total of Part 9. Add the current value on lines 55.1 through 55.6 and entries from any additional sheets. Copy the total to line $ 57. Is a depreciation schedule available for any of the property listed in Part 9? 58. Has any of the property listed in Part 9 been appraised by a professional within the last year? Part 10: Intangibles and intellectual property 59. Does the debtor have any interests in intangibles or intellectual property?. Go to Part 11. x Yes. Fill in the information below. General description Net book value of debtor's interest 60. Patents, copyrights, trademarks, and trade secrets US 2014/ A1, WO 2007/101343A1, WO 2014/205396A1 (Where available) Valuation method used for current value Current value of debtor s interest $ $_ 61. Internet domain names and websites $ $_ 62. Licenses, franchises, and royalties $ $_ 63. Customer lists, mailing lists, or other compilations $ $_ 64. Other intangibles, or intellectual property $ $_ 65. Goodwill Unknown $ $_ 66. Total of Part 10. Add lines 60 through 65. Copy the total to line 89. Unknown $_

26 Sensiotec, Inc. Debtor Case number (if known) Document Page 26 of Do your lists or records include personally identifiable information of customers (as defined in 11 U.S.C. 101(41A) and 107)? X No Yes 68. Is there an amortization or other similar schedule available for any of the property listed in Part 10? X No 69. Has any of the property listed in Part 10 been appraised by a professional within the last year? X No Part 11: All other assets 70. Does the debtor own any other assets that have not yet been reported on this form? Include all interests in executory contracts and unexpired leases not previously reported on this form. x No. Go to Part 12.. Fill in the information below. Current value of debtor s interest 71. Notes receivable Description (include name of obligor) 72. Tax refunds and unused net operating losses (NOLs) Description (for example, federal, state, local) Total face amount = doubtful or uncollectible amount $ 73. Interests in insurance policies or annuities 74. Causes of action against third parties (whether or not a lawsuit has been filed) Nature of claim Amount requested $ 75. Other contingent and unliquidated claims or causes of action of every nature, including counterclaims of the debtor and rights to set off claims Nature of claim Amount requested $ 76. Trusts, equitable or future interests in property 77. Other property of any kind not already listed Examples: Season tickets, country club membership 78. Total of Part 11. Add lines 71 through 77. Copy the total to line 90. Tax year Tax year Tax year $ $ $ $ $ $ $ $ $ 0 $ 79. Has any of the property listed in Part 11 been appraised by a professional within the last year?

27 Sensiotec, Inc. Debtor Case number (if known) Document Page 27 of 69 Part 12: Summary In Part 12 copy all of the totals from the earlier parts of the form. Type of property Current value of personal property Current value of real property 80. Cash, cash equivalents, and financial assets. Copy line 5, Part 1. $ 81. Deposits and prepayments. Copy line 9, Part 2. $ 82. Accounts receivable. Copy line 12, Part 3. $ 83. Investments. Copy line 17, Part 4. $ 84. Inventory. Copy line 23, Part 5. $ 85. Farming and fishing-related assets. Copy line 33, Part 6. $ 86. Office furniture, fixtures, and equipment; and collectibles. Copy line 43, Part $ 87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $ 88. Real property. Copy line 56, Part $ 89. Intangibles and intellectual property. Copy line 66, Part 10. $ unknown 0 unknown All other assets. Copy line 78, Part $ unknown 91. Total. Add lines 80 through 90 for each column a. $ + 91b. unknown $ unknown 92. Total of all property on Schedule A/B. Lines 91a + 91b = $

28 Fill in this information to identify the case: Sensiotec, Inc. Debtor name Northern United States Bankruptcy Court for the: District of Georgia (State) Case number (If known): Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property 12/15 Be as complete and accurate as possible. 1. Do any creditors have claims secured by debtor s property?. Check this box and submit page 1 of this form to the court with debtor s other schedules. Debtor has nothing else to report on this form.. Fill in all of the information below. Part 1: List Creditors Who Have Secured Claims 2. List in alphabetical order all creditors who have secured claims. If a creditor has more than one secured claim, list the creditor separately for each claim. Column A Amount of claim Do not deduct the value of collateral. Column B Value of collateral that supports this claim 2.1 Creditor s name Describe debtor s property that is subject to a lien SensioBridge, LLC All assets of Debtor 308, , $ $ Creditor s mailing address Attn: Richard B. Bates Charlotte, NC Creditor s address, if known rbates@northinletgroup.com Date debt was incurred Last 4 digits of account number 6805 Morrison Blvd, Suite 380 Do multiple creditors have an interest in the same property? x Yes. Specify each creditor, including this creditor, and its relative priority. 1st Document Page 28 of 69 Describe the lien Security Agreement Is the creditor an insider or related party? x Yes Is anyone else liable on this claim? x No. Fill out Schedule H: Codebtors (Official Form 206H). x Unliquidated Check if this is an amended filing 2.2 Creditor s name Describe debtor s property that is subject to a lien Creditor s mailing address Creditor s address, if known Date debt was incurred Last 4 digits of account number Do multiple creditors have an interest in the same property?. Have you already specified the relative priority?. Specify each creditor, including this creditor, and its relative priority.. The relative priority of creditors is specified on lines $ Describe the lien Is the creditor an insider or related party? Is anyone else liable on this claim?. Fill out Schedule H: Codebtors (Official Form 206H). $ 3. Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any. $

29 Fill in this information to identify the case: Document Page 29 of 69 Debtor Sensiotec, Inc. Northern United States Bankruptcy Court for the: District of Georgia (State) Case number (If known) _ Official Form 206E/F Check if this is an amended filing Schedule E/F: Creditors Who Have Unsecured Claims 12/15 Be as complete and accurate as possible. Use Part 1 for creditors with PRIORITY unsecured claims and Part 2 for creditors with NONPRIORITY unsecured claims. List the other party to any executory contracts or unexpired leases that could result in a claim. Also list executory contracts on Schedule A/B: Assets - Real and Personal Property (Official Form 206A/B) and on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). Number the entries in Parts 1 and 2 in the boxes on the left. If more space is needed for Part 1 or Part 2, fill out and attach the Additional Page of that Part included in this form. Part 1: List All Creditors with PRIORITY Unsecured Claims 1. Do any creditors have priority unsecured claims? (See 11 U.S.C. 507).. Go to Part 2. x Yes. Go to line List in alphabetical order all creditors who have unsecured claims that are entitled to priority in whole or in part. If the debtor has more than 3 creditors with priority unsecured claims, fill out and attach the Additional Page of Part Priority creditor s name and mailing address IRS x _ Contingent x Unliquidated 2888 Woodcock Blvd., _ Atlanta, GA Basis for the claim: payroll taxes Total claim Priority amount $ 50, $ 50, Last 4 digits of account number Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. 507(a) ( ) x No 2.2 Priority creditor s name and mailing address Basis for the claim: $ $ Last 4 digits of account number Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. 507(a) ( ) 2.3 Priority creditor s name and mailing address Basis for the claim: $ $ Last 4 digits of account number Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. 507(a) ( )

30 Debtor Case number (if known) Document Page 30 of 69 Part 2: List All Creditors with NONPRIORITY Unsecured Claims 3. List in alphabetical order all of the creditors with nonpriority unsecured claims. If the debtor has more than 6 creditors with nonpriority unsecured claims, fill out and attach the Additional Page of Part 2. Amount of claim 3.1 Nonpriority creditor s name and mailing address 46, Addis, Jeffrey $ x Contingent 1050 Bluffhaven Way x Unliquidated _ x Disputed _ Atlanta, GA Convertible Note Basis for the claim: 3.2 Nonpriority creditor s name and mailing address Acuity CFO, LLC _ 3423 Piedmont Rd. NE _ Atlanta, GA _ Services Rendered Basis for the claim: 44, $ 3.3 Nonpriority creditor s name and mailing address ADP _ 5680 New Northside Drive NW Atlanta, GA Services Rendered Basis for the claim: $ 3.4 Nonpriority creditor s name and mailing address Notice only $ Arkin, Robert x Contingent c/o Erik M. Rosenwood, 201 South College St. x Unliquidated _ x Disputed _ Suite 2020, Charlotte, NC Basis for the claim: 3.5 Nonpriority creditor s name and mailing address ATDC Seed Capital Fund, LLC _ 75 Fifth St., N.W., Suite 202 Atlanta, GA Convertible Note Basis for the claim: 3.6 Nonpriority creditor s name and mailing address Atlanta Technology Development Center _ 75 5th NW, Suite 200 Atlanta, GA Services Rendered Basis for the claim: 50, $ 11, $

31 Debtor Case number (if known) Document Page 31 of 69 Part 2: Additional Page Copy this page only if more space is needed. Continue numbering the lines sequentially from the previous page. If no additional NONPRIORITY creditors exist, do not fill out or submit this page. Amount of claim 3. 7 Nonpriority creditor s name and mailing address Banks, Robert 6222 Willow Ln. Dallas, TX Liquidated and neither contingent nor disputed Convertible Note Basis for the claim: 22, $ 3. 8 Nonpriority creditor s name and mailing address Bates, Richard B Harris Road Charlotte, NC Basis for the claim: $ Notice only 3. 9 Nonpriority creditor s name and mailing address Braverman, Kerry 520 Camber Woods Dr Roswell, GA Basis for the claim: Convertible Note Nonpriority creditor s name and mailing address Central Illinois Anesthesia Servies Ltd Profit Sharing, c/o Michael de Anda, Trustee 999 Baker Way, Suite 400, San Mateo, CA Demand Note Basis for the claim: 10, $ 100, $ Nonpriority creditor s name and mailing address Clark, Susan J Riverclub Parkway Johns Creek, GA Basis for the claim: Convertible Note 30, $

32 Debtor Case number (if known) Document Page 32 of 69 Part 2: Additional Page Copy this page only if more space is needed. Continue numbering the lines sequentially from the previous page. If no additional NONPRIORITY creditors exist, do not fill out or submit this page. Amount of claim Nonpriority creditor s name and mailing address Coventry Healthcare of GA 1100 Circle 75 Parkway Suite 1400 Atlanta, GA Liquidated and neither contingent nor disputed Services Rendered Basis for the claim: 1, $ Nonpriority creditor s name and mailing address DCX-CHOL Enterprises, Inc South Figueroa Los Angeles,CA Notice only $ x Contingent x Unliquidated x Disputed Basis for the claim: Nonpriority creditor s name and mailing address Definitive Health 73 Mount Wayte Ave, Ste 3 Framingham, MA Basis for the claim: Services Rendered Nonpriority creditor s name and mailing address Elite Financial Communications Group 222 S. Magnolia Avenue Sanford, FL Services Rendered Basis for the claim: 12, $ 15, $ Nonpriority creditor s name and mailing address Ende Profab, Inc P.O. Box 251 Roswell, GA Services Rendered Basis for the claim: 3, $