Case KJC Doc 574 Filed 01/08/19 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) )

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1 Case KJC Doc 574 Filed 01/08/19 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dex Liquidating Co. (f/k/a Dextera Surgical Inc., 1 Debtor. Chapter 11 Case No (KJC Hearing Date: February 19, 2019 at 11:00 a.m. Objection Deadline: January 29, 4:00 p.m. SUMMARY COVER SHEET TO FINAL FEE APPLICATION OF ALTUM PARTNERS LLP, TAX ADVISORS TO THE DEBTOR, FOR PAYMENT OF FINAL COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM MARCH 24, 2018 THROUGH NOVEMBER 28, 2018 Name of Applicant: Authorized to Provide Professional Services to: Altum Partners LLP ( Altum Debtor and Debtor-in-Possession Date of Retention: Nunc pro tunc to March 24, 2018 Final period for which compensation and reimbursement is sought: March 24, 2018 through November 28, 2018 Amount of compensation sought as actual, reasonable and necessary: $71, Amount of expense reimbursement sought as actual, reasonable and necessary: $ Total amount of compensation and expenses approved by Court order and paid as actual, reasonable and necessary for applicable period: $0.00 Compensation and expenses sought in this final fee application not yet paid $23, The last four digits of the Debtor s federal tax identification number are The Debtor s address is 7 West 41st Avenue - #245, San Mateo, CA /08/2019

2 Case KJC Doc 574 Filed 01/08/19 Page 2 of 8 This is an: monthly interim X final application. Prior Applications: Date and Docket No. 05/22/2018 D.I /25/2018 D.I /02/2018 D.I /20/2018 D.I /21/2018 D.I. 564 Filing Period Requested Fees Requested Expenses Approved Fees Approved Expenses Unapproved Fees / Expenses 03/15/2018 through 04/30/2018 $25, $ $20, $ $5, /01/2018 through 05/31/2018 $9, $0.00 $7, $0.00 $1, /01/2018 through 08/31/2018 $11, $0.00 $9, $0.00 $2, /01/2018 through CNO Date and Docket No. 05/15/2018 D.I /19/2018 D.I /06/2018 D.I /18/2018 D.I /31/2018 $13, $0.00 $11, $0.00 $2, /01/2018 through 11/28/2018 $11, $0.00 $0.00 $0.00 $11, Pending 2 TOTAL $71, $ $48, $ $23, The objection deadline is January 11, /08/2019 2

3 Case KJC Doc 574 Filed 01/08/19 Page 3 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dex Liquidating Co. (f/k/a Dextera Surgical Inc., 1 Debtor. Chapter 11 Case No (KJC Hearing Date: February 19, 2019 at 11:00 a.m. Objection Deadline: January 29, 4:00 p.m. FINAL FEE APPLICATION OF ALTUM PARTNERS LLP, TAX ADVISORS TO THE DEBTOR, FOR PAYMENT OF FINAL COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM MARCH 24, 2018 THROUGH NOVEMBER 28, 2018 Pursuant to Sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules, the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 229] (the Interim Compensation Order, and the Order Confirming Debtor s First Amended Chapter 11 Plan of Liquidation [D.I. 521] (the Confirmation Order, Altum Partners LLP ( Altum or Applicant, tax advisor to the debtor and debtor-in-possession (the Debtor, submits this final fee application (the Application seeking payment of compensation for services rendered and reimbursement of expenses incurred as tax advisor to the Debtor. By the Application, Altum seeks final allowance of compensation in the amount of $71, and expenses in the amount of $800.00, for a total of $72, for the period from March 24, 2018 through 1 The last four digits of the Debtor s federal tax identification number are The Debtor s address is 7 West 41st Avenue - #245, San Mateo, CA /08/2019 3

4 Case KJC Doc 574 Filed 01/08/19 Page 4 of 8 November 28, 2018 (the Compensation Period. In support of the Application, Altum respectfully represents as follows: Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b(2. Venue is proper pursuant to 28 U.S.C and The statutory bases for the relief requested herein are sections 330 and 331 of the Bankruptcy Code. Background 3. On December 11, 2017, the Debtor commenced a chapter 11 case (the Chapter 11 Case through the filing of a voluntary petition for relief under chapter 11 of the Bankruptcy Code. No trustee, examiner, or statutory committee of unsecured creditors has been appointed in this Chapter 11 Case. 4. On April 5, 2018, the Court entered the Interim Compensation Order, which sets forth the procedures for interim compensation and reimbursement of expenses for all professionals in the Chapter 11 Case. Pursuant to the Interim Compensation Order, the Court established a procedure for interim compensation and reimbursement of disbursements for professionals appointed in this case. In particular, the Court authorized the filing and service to certain notice parties of monthly interim fee applications by professionals appointed in this case and payment by the Debtor of 80% of fees and 100% of expenses, in the absence of an objection made within twenty-one (21 days of service of the pertinent application. 5. On May 2, 2018, this Court entered the Order Authorizing the Retention and Employment of Altum Partners LLP as Tax Advisor to the Debtor, Nunc Pro Tunc to March /08/2019 4

5 Case KJC Doc 574 Filed 01/08/19 Page 5 of 8 24, 2018 [Docket No. 272] (the Altum Retention Order. The Altum Retention Order authorized Altum to be compensated on a flat fee for income tax return preparation and on an hourly basis for services outside the scope of the preparation of the tax returns and to be reimbursed for actual and necessary out-of-pocket expenses. 6. On November 8, 2018, the Court entered the Confirmation Order. Altum s Fee Statements 7. The fee statements for the Compensation Period were attached to the previously filed monthly fee applications [D.I. 310, 345, 482, 538 and 564] (collectively, the Monthly Fee Applications. These statements contain the daily time logs describing the time spent by each CPA and tax associate for these periods. Summary of Services by Rendered 8. A summary of the work that Altum performed is set forth below. Project Category Total Hours Total Fees Consultation/ Research/Plan $11, Corporate Tax Returns $42, Extension of Time to File $5, General Tax Planning $7, Notices 1.3 $ Sales Tax $3, Section 382 Analysis 0.40 $ TOTAL $71, (a Consultation/ Research/Plan. This category includes matters relating to the Debtor s corporate income and franchise taxes and fee applications. Time in this category included communicating with the California Secretary of state; researching state final filing processes for income tax returns and filing due dates, and fee applications; possible notices for late filing for the Debtor; and communicating with the /08/2019 5

6 Case KJC Doc 574 Filed 01/08/19 Page 6 of 8 Debtor regarding the tax return process and timing and the Delaware Franchise Tax returns. (b (c (d (e (f (g Corporate Tax Returns. This category includes all matters relating to the Debtor s corporate tax returns. Time in this category included preparation of Federal and State income tax returns; and communicating with the Debtor regarding the tax returns and a Foreign Bank Account Report. General Tax Planning. This category includes matters related to work regarding general tax planning for the Debtor. Time in this category included communicating with the Debtor regarding transfer tax, dividend rules, timing, ERP migration, GAAP accounting, final state withdrawals, indemnification liabilities, bankruptcy court procedures, application and declaration questions on monetizing the Debtor corporate shell, Delaware tax matters, and tax withholding issues related to warrant payout; and researching withdrawal from states, migration and W-8-IMY. Extension of Time to File. This category included matters related to preparing and filing extensions of time to file income tax returns for the Debtor. Notices. This category included research and consultation regarding an Indiana notice received. Sales Tax. This category includes matters related to transfer tax and sales tax. Time in this category included research into which tax is applicable to the Debtor and preparing an amended California sales tax return filing. Section 382 Analysis. This category included matters related to utilization of the Debtor s corporate net operating losses and also questions on monetizing the Debtor corporate shell. 9. The summary of the actual and necessary expenses and daily logs of expenses incurred by Altum during the Compensation Period were attached to the Monthly Fee Applications. A summary of the expense reimbursement is set forth below. Expense Category Service Provider (if applicable Total Expenses Processing Charges Administrative $ TOTAL $ /08/2019 6

7 Case KJC Doc 574 Filed 01/08/19 Page 7 of 8 Compliance with Bankruptcy Code, Local Rules, Interim Compensation Order, Confirmation Order 10. To the best of Altum s knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, Rule of the Local Bankruptcy Rules, the Interim Compensation Order, and the Confirmation Order. 11. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, Altum submits that the services provided to the Debtor by Altum during this Chapter 11 Case was necessary and appropriate given (a the complexity of this Chapter 11 Case; (b the time expended; (c the issues involved; (d the nature and extent of services provided, (e the value of the such services; and (e the cost of comparable services outside of bankruptcy. 12. Attached hereto as Exhibit A is a summary of compensation for each professional of the Applicant that worked on the Chapter 11 Case during the Compensation Period. Application. 13. Attached hereto as Exhibit B is a declaration of Applicant with respect to the /08/2019 7

8 Case KJC Doc 574 Filed 01/08/19 Page 8 of 8 WHEREFORE, Altum respectfully requests that the Court enter an Order providing: (i that, for the period of March 24, 2018 through November 28, 2018, a final allowance be made to Altum in the amount of $71, as compensation for reasonable and necessary professional services rendered to the Debtor, and in the amount of $ for reimbursement of actual and necessary costs and expenses incurred, for a total of $72,316.00; (ii that the Debtor is authorized and directed to pay to Altum the outstanding amount of all such sums; and (iii such other and further relief as the Court deems just and proper. Dated: January 8, 2019 /s/jim Donaldson Jim Donaldson (CPA No ALTUM PARTNERS LLP 181 Metro Drive, Suite 410 San Jose, CA Telephone: ( JDonaldson@altumpartners.com Tax Advisor to the Debtor /08/2019 8

9 Case KJC Doc Filed 01/08/19 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dex Liquidating Co. (f/k/a Dextera Surgical Inc., 1 Debtor. Chapter 11 Case No (KJC Hearing Date: February 19, 2019 at 11:00 a.m. Objection Deadline: January 29, 4:00 p.m. NOTICE OF ALTUM PARTNERS LLP S FINAL FEE APPLICATION PLEASE TAKE NOTICE that on January 8, 2019, the Final Fee Application of Altum Partners LLP, Tax Advisors to the Debtor, for Payment of Final Compensation and Reimbursement of Expenses Incurred for the Period from March 24, 2018 through November 28, 2018 (the Application was filed with the Court. The Application seeks the approval of payment for professional services rendered as tax advisors to the Debtor in the amount of $71,516.00, together with reimbursement of disbursements in the amount of $ PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are required to be filed on or before January 29, 2019 at 4:00 p.m. (prevailing Eastern Time (the Objection Deadline with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, DE (the Bankruptcy Court. You must also serve any such objection so as to be received by the following parties on or before the Objection Deadline: (i the Debtor: 7 West 41st Avenue - #245, San Mateo, CA (Attn: Matthew English, Chief Restructuring Officer; (ii Tax Advisor to the Debtor: Altum Partners LLP, 181 Metro Drive, Suite 410, San Jose, CA (Attn: Jim Donaldson, CPA; (iii counsel to the Debtor: Saul Ewing Arnstein & Lehr LLP, 1201 North Market Street, Suite 2300, P.O. Box 1266, Wilmington, DE (Attn: Mark Minuti, Esq.; (iv special corporate counsel to the Debtor: Cooley LLP, 101 California Street, 5 th Floor, San Francisco, CA (Attn: Robert L. Eisenbach, III, Esq.; and (v the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE (Attn: David L. Buchbinder, Esq.. PLEASE TAKE FURTHER NOTICE that a hearing with respect to the Application will be held on February 19, 2019 at 11:00 a.m. before the Honorable Kevin J. Carey, United States Bankruptcy Court for the District of Delaware, at 824 Market Street, 5 th Floor, Courtroom #5, Wilmington, DE The last four digits of the Debtor s federal tax identification number are The Debtor s address is 7 West 41st Avenue - #245, San Mateo, CA /08/2019

10 Case KJC Doc Filed 01/08/19 Page 2 of 2 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: January 8, 2019 /s/ Mark Minuti Mark Minuti (DE Bar No Monique B. DiSabatino (DE Bar No SAUL EWING ARNSTEIN & LEHR LLP 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, Delaware Telephone: ( Facsimile: ( mark.minuti@saul.com monique.disabatino@saul.com Counsel for Debtor /08/2019 2

11 Case KJC Doc Filed 01/08/19 Page 1 of 2 EXHIBIT A Summary of Timekeepers Included in Applications /08/2019

12 Case KJC Doc Filed 01/08/19 Page 2 of 2 SUMMARY OF TIMEKEEPERS INCLUDED IN THIS FINAL APPLICATION For the Period from March 24, 2018 through November 28, 2018 Corporate Tax Returns Name of Professional Person Position with the applicant and number of years in that position Hourly billing rate Total billed hours Total compensation Jim Donaldson Partner (12 $ Wicky Locke Manager (1 $ Andria Peter Senior (1 $ Brad Czajkowski Associate (3 $180 TOTAL $24, Tax Consulting Services Name of Professional Person Position with the applicant and number of years in that position Hourly billing rate* Total billed hours Total compensation Jim Donaldson Partner (12 $ $21, Wicky Locke Manager (5 $ $20, Andria Peter Sr. Associate (4 $ $ Brad Czajkowski Associate (3 $ $99.00 Daniel Habtewold Associate (2 $ $4, Nataliia Avdeeva Jr. Associate (1 $ $ TOTAL $47, Pursuant to Attachment A to Altum s engagement letter dated March 16, 2018, Altum was to receive a flat fee of $24,250 for preparation of the income tax returns /08/2019

13 Case KJC Doc Filed 01/08/19 Page 1 of 2 EXHIBIT B Declaration of Jim Donaldson /08/2019

14 Case KJC Doc Filed 01/08/19 Page 2 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dex Liquidating Co. (f/k/a Dextera Surgical Inc., 1 Debtor. Chapter 11 Case No (KJC DECLARATION OF JIM DONALDSON 1. I am a Partner in the firm of Altum Partners LLP ( Altum, which serves as tax advisor to the debtor and debtor-in-possession (the Debtor. 2. I have read the foregoing Final Fee Application of Altum Partners LLP, Tax Advisors to the Debtor, for Payment of Final Compensation and Reimbursement of Expenses Incurred for the Period from March 24, 2018 through November 28, 2018 (the Application and I hereby certify that the Application complies with the Interim Compensation Order and the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules. 3. There is no agreement or understanding between Altum and any other person for a division of compensation as Debtor s tax advisors. 4. No division prohibited by the Bankruptcy Code will be made by Altum. 5. No agreement prohibited by Title 18, Section 155 has been made. /s/ Jim Donaldson JIM DONALDSON 1 The last four digits of the Debtor s federal tax identification number are The Debtor s address is 7 West 41st Avenue - #245, San Mateo, CA /08/2019