application of the official committee of …omnimgt.com/cmsvol2/pub_47086/575114_211-4.pdfcase...

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: JUMIO, Inc.,1

Debtor.

Chapter 11

Case No. 16-10682 (BLS) 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 AN ORDER APPROVING THE EMPLOYMENT AND

RETENTION OF EISNERAMPER LLP AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS

NUNC PRO TUNC TO APRIL 16, 2016

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

Jumio, Inc. (the “Debtor” or “Jumio”) respectfully submits this application (the

“Application”) for an Order, pursuant to Sections 328 and 1103 of Chapter 11 of Title 11

of the United States Code (the “Bankruptcy Code”) and Rule 2014 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the employment and

retention of EisnerAmper LLP (“EisnerAmper”) as Financial Advisor to the Equity

Committee Nunc pro Tunc to April 16, 2016 (the “Retention Date”). In support of the

Application, the Equity Committee relies upon the Declaration of Wayne P. Weitz (the

“Weitz Declaration”) attached hereto as Exhibit A and incorporated by reference, and

respectfully represents as follows:

1 The last four digits of the Debtor’s 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 211 Filed 05/11/16 of 8

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BACKGROUND

1. On March 21, 2016 (the “Petition Date”) the Debtor filed a voluntary

petition for relief under the Bankruptcy Code in the United States Bankruptcy Court for the

District of Delaware (the “Court”).

2. Pursuant to Sections 1107 and 1108 of the Bankruptcy Code, the Debtor

operates its businesses as Debtor-in-possession. No trustee or examiner has been

appointed in this case.

3. On April 15, 2016, the Office of the United States Trustee, pursuant to

Section 1102 of the Bankruptcy Code, appointed five members to the Equity Committee:

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.

4. The Equity Committee selected the law firm K&L Gates LLP as its counsel

and the law firm Pachulski Stang Ziehl & Jones LLP as its Delaware counsel in this case.

5. By this Application, the Equity Committee seeks to employ and retain

EisnerAmper as its financial advisor during this Chapter 11 case effective as of April 16,

2016, the date the Equity Committee selected EisnerAmper as its financial advisor and

EisnerAmper began to work on behalf of the Equity Committee.

JURISDICTION

6. This Court has jurisdiction over this Application pursuant to 28 U.S.C.

§§ 157 and 1334. Venue of this proceeding and this Application is proper in this district

pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for this Application are

11 U.S.C. §§ 328 and 1103.


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3

RELIEF REQUESTED

7. The Equity Committee desires to retain and employ EisnerAmper as its

financial advisor in this Chapter 11 case. By this Application, the Equity Committee

requests that the Court enter an order authorizing the Equity Committee to retain and

employ EisnerAmper, Nunc pro Tunc to the Retention Date. Accordingly, the Equity

Committee respectfully requests the entry of an order, pursuant to Sections 328 and 1103

of the Bankruptcy Code, authorizing the employment and retention of EisnerAmper as its

financial advisor to perform the advisory services that will be necessary during this

Chapter 11 case.

8. The Equity Committee has selected EisnerAmper based on EisnerAmper’s

experience in providing financial advisory services in Chapter 11 cases and based on

EisnerAmper’s familiarity with the Debtor’s businesses.

9. The Equity Committee has been advised that: (i) EisnerAmper is one of the

country’s premier mid-market turnaround and crisis management firms and is well

respected for its role as financial advisor; (ii) EisnerAmper has extensive experience

working with financially troubled entities in complex financial reorganizations – both in

Chapter 11 cases and in out-of-court restructuring situations; and (iii) in particular,

EisnerAmper and its employees have served, or are serving, as financial advisors to

numerous official committees and debtors-in-possession in bankruptcy proceedings.

FINANCIAL ADVISORY SERVICES TO BE PROVIDED

10. The Equity Committee seeks the employment of EisnerAmper to assist it in

evaluating the Debtor’s businesses during this Chapter 11 case. The Equity Committee


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4

seeks to retain EisnerAmper to provide financial advisory services including, but not

limited to, the following:

a) Reviewing and analyzing the businesses, management, operations,

properties, financial condition and prospects of the Debtor;

b) Reviewing and analyzing historical financial performance, and

transactions between and among the Debtor, its creditors, affiliates and other entities;

c) Reviewing the assumptions underlying the business plans and cash

flow projections for the assets involved in any potential asset sale or plan of

reorganization;

d) Determining the reasonableness of the projected performance of the

Debtor, both historically and future;

e) Monitoring, evaluating and reporting to the Equity Committee with

respect to the Debtor’s near-term liquidity needs, material operational changes and related

financial and operational issues;

f) Reviewing and analyzing all material contracts and/or agreements;

g) Assisting, procuring and assembling any necessary validations of

asset values;

h) Providing ongoing assistance to the Equity Committee and the

Equity Committee’s legal counsel;

i) Evaluating the Debtor’s capital structure and making

recommendations to the Equity Committee with respect to the Debtor’s efforts to

reorganize its business operations and/or confirm a restructuring or liquidating plan;


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5

j) Assisting the Equity Committee in preparing documentation

required in connection with creating, supporting or opposing a plan and participating in

negotiations on behalf of the Equity Committee with the Debtor or any groups affected by

a plan;

k) Assisting the Equity Committee in marketing the Debtor’s assets

with the intent of maximizing the value received for any such assets from any such sale;

l) Providing ongoing analysis of the Debtor’s financial condition,

business plans, capital spending budgets, operating forecasts, management and the

prospects for their future performance; and

m) Such other tasks as the Equity Committee or its counsel may

reasonably request in the course of exercise of the Equity Committee’s duties in this case.

11. To the best of the Equity Committee’s knowledge, information and belief,

except as set forth in the Weitz Declaration and except as set forth herein, EisnerAmper

has no connection with, and holds no interest adverse to, the Debtor, its estate, its creditors,

holders of its equity securities or any party in interest in this case, nor to the best of the

Equity Committee’s knowledge does EisnerAmper hold any interest adverse to the

interests of the Equity Committee or Debtor’s equity security holders, except as set forth in

the Weitz Declaration.

12. EisnerAmper intends to apply to the Court for payment of compensation

and reimbursement of expenses in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of the Court, the Order

Authorizing Procedures for Interim Compensation and Reimbursement of Expenses for

Professionals and Official Committee Members (Docket No. 116) pursuant to Bankruptcy


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6

Code Section 331, and any other applicable orders entered in this case in connection with

all services performed and expenses incurred on and after the Retention Date.

13. Subject to the approval of this Court, EisnerAmper will charge the Equity

Committee for its advisory services on an hourly basis in accordance with its ordinary and

customary rates, which are in effect on the date the services are rendered, subject to

periodic adjustments. The Equity Committee has been advised by EisnerAmper that the

current hourly rates which will be charged in respect of the primary members of the

EisnerAmper engagement team for the Equity Committee, are as follows:

Wayne P. Weitz $600 per hour

Dion Oglesby $520 per hour

Adeola Akinrinade $395 per hour

14. From time to time, other EisnerAmper professionals may be involved in this

case as needed. Hourly rates for these professionals range from $250 to $650 per hour.

Reasonable non-working travel time will be charged at one-half of the applicable hourly

rate unless actual work is performed during such travel time, in which case the full hourly

rate will be charged.

OUT OF POCKET EXPENSES INCURRED

15. In addition to hourly rates previously referred to and subject to the approval

of this Court, EisnerAmper will also request reimbursement from the Debtor’s estate for its

travel and other reasonable out-of-pocket expenses, including but not limited to messenger,

delivery charges, telephone, facsimile, photocopy and other similar charges, in connection

with, or arising out of EisnerAmper’s activities under this engagement, including but not


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7

limited to its due diligence investigation and review. EisnerAmper will charge the cost of

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

firm’s other clients. EisnerAmper understands that all such charges for which it seeks

payment are subject to Court approval and/or pursuant to any administrative procedures

established by Order of the Court.

16. 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 EisnerAmper in its

representation of the Committee.

17. Based on the foregoing, the Equity Committee believes that the

employment of EisnerAmper is necessary, appropriate and in the best interest of the estate,

enabling the Equity Committee to carry out its fiduciary duties owed to creditors under the

Bankruptcy Code.

NOTICE AND NO PRIOR APPLICATION

18. Notice of this Application has been provided to (a) counsel to the Debtor;

(b) the United States Trustee for the District of Delaware; and (c) all parties required to

receive service under Rule 2002-1(b) of the Local Rules. The Equity Committee

respectfully submits that, given the administrative nature of the relief requested, no other

notice of the relief requested herein need to be given.

19. No previous application for the relief sought herein has been made to this or

any other Court.


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Debtor.

Chapter 11

Case No. 16-10682 (BLS) Objection Deadline: May 25, 2016 at 4:00 p.m. Hearing Date: June 20, 2016 at 10:00 a.m.

NOTICE OF APPLICATION FOR AN ORDER AUTHORIZING

THE EMPLOYMENT AND RETENTION OF EISNERAMPER LLP AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF

EQUITY SECURITY HOLDERS NUNC PRO TUNC TO APRIL 16, 2016

TO: (i) counsel to the Debtor; (ii) the United States Trustee for the District of Delaware; and (iii) all parties required to receive service under Rule 2002-1(b) of the Local Rules.

PLEASE TAKE NOTICE that the Official Committee of Equity Security Holders (the “Equity Committee”) in the above-captioned cases has filed the Application for an Order Authorizing the Employment and Retention of EisnerAmper LLP as Financial Advisor to the Official Committee of Equity Security Holders Nunc Pro Tunc to April 16, 2016 (the “Application”). PLEASE TAKE FURTHER NOTICE that any responses or objections to the relief requested in the Application must be filed on or before May 25, 2016 at 4:00 p.m. (prevailing Eastern Time) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), 824 Market Street, Wilmington, Delaware 19801. At the same time, you must also serve a copy of any responses or objection upon the undersigned attorneys.

PLEASE TAKE FURTHER NOTICE that a hearing on the Application shall be held before the Honorable Brendan Linehan Shannon on June 20, 2016 at 10:00 a.m. (prevailing Eastern Time) at the Bankruptcy Court, 824 Market Street, 6th Floor, Courtroom 1, Wilmington, Delaware 19801.

PLEASE TAKE FURTHER NOTICE THAT IF NO RESPONSES OR OBJECTIONS ARE TIMELY FILED AND RECEIVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, AN ORDER MAY BE ENTERED GRANTING THE APPLICATION WITHOUT FURTHER NOTICE OR A HEARING.


Case 16-10682-BLS Doc 211-1 Filed 05/11/16 Page 1 of 2

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

/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 6278148) 10100 Santa Monica Boulevard, 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 of Jumio, Inc.


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Exhibit A

Proposed Order


1 DOCS_DE:207037.2 47476/002



Debtor.

Chapter 11

Case No. 16-10682 (BLS)

ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF

EISNERAMPER LLP AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS

NUNC PRO TUNC TO APRIL 16, 2016

Upon consideration of the Application of the Official Committee of Unsecured

Creditors for an Order Under Bankruptcy Code Sections 328 and 1103 and Bankruptcy

Rule 2014(a) Approving the Employment and Retention of EisnerAmper LLP as Financial

Advisor to the Official Committee of Equity Security Holders Nunc Pro Tunc to April 16,

2016, (the “Application”)2; and the Court being satisfied, based upon the representations

made in the Application and the Declaration of Wayne P. Weitz, that EisnerAmper LLP

(“EisnerAmper”) represents or holds no interests adverse to the Debtor, its estate, or the

Equity Committee in connection with this case, and that the employment of EisnerAmper

is necessary and is in the best interests of the Equity Committee and the Debtor’s estate;

and it appearing that EisnerAmper is a “disinterested person” as the term is defined in

Section 101(14) of the Bankruptcy Code; and it appearing that this Court has jurisdiction

over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing that this

proceeding is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and it appearing that

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


DOCS_DE:207037.2 47476/002 2

venue of this proceeding and this Application in this District is proper pursuant to 29

U.S.C. §§ 1408 and 1409; and it appearing that sufficient notice of the Application has

been given; and good cause having been shown, it is hereby

ORDERED that the Application is GRANTED as set forth herein; and it is further

ORDERED that the retention of EisnerAmper as financial advisor to the Equity

Committee to perform all of the services set forth in the Application on the terms set forth

in the Application is approved pursuant to Sections 328 and 1103 of the Bankruptcy Code,

Nunc pro Tunc to April 16, 2016; and it is further

ORDERED that EisnerAmper shall be compensated for financial advisory work

which will be billed on an hourly basis, in accordance with the procedures set forth in

Sections 328, 330 and 331 of the Bankruptcy Code, applicable Federal Rules of

Bankruptcy Procedure, Local Rules of the Court, any administrative order governing

professional fees in this case, and any such procedures as may be fixed by order of this

Court; and it is further

ORDERED, that to the extent this Order is inconsistent with any prior order or

pleading with respect to the Application in this case, the terms of this Order shall govern;

and it is further

ORDERED, that this Court retains jurisdiction with respect to all matters arising

from or related to the implementation of this Order.

Dated: ______________________, 2016 ________________________________ Wilmington, Delaware Honorable Brendan Linehan Shannon

United States Bankruptcy Judge


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Exhibit B

Declaration of Wayne P. Weitz


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Debtor.

Chapter 11

Case No. 16-10682 (BLS)

DECLARATION OF WAYNE P. WEITZ IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS FOR AN

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF EISNERAMPER LLP AS FINANCIAL ADVISOR TO THE OFFICIAL

COMMITTEE OF EQUITY SECURITY HOLDERS NUNC PRO TUNC TO APRIL 16, 2016

I, Wayne P. Weitz, hereby declare under penalty of perjury:

1. I am a Managing Director of the firm EisnerAmper LLP (“EisnerAmper”),

with offices at 750 Third Avenue, New York, New York 10017 and other locations, and I

am duly authorized to make this statement on behalf of EisnerAmper. This Declaration is

given in support of the Application of the Official Committee Of Equity Security Holders

for an Order Approving the Employment and Retention of EisnerAmper LLP as Financial

Advisor to the Official Committee Of Equity Security Holders Nunc Pro Tunc to April 16,

2016, in part on personal knowledge and in part on information and belief based on

discussions with individuals at EisnerAmper whom I consider reliable for the purposes of

the matters discussed, and in part on reviewing records provided to me by EisnerAmper

colleagues and employees.



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2. EisnerAmper has extensive experience and expertise as financial advisors

and turnaround management specialists in bankruptcy and reorganization proceedings.

The Official Committee of Equity Security Holders (the “Equity Committee”) in this case

seeks the employment of EisnerAmper to provide financial advisory services for the

Equity Committee in connection with carrying out its fiduciary duties and responsibilities

under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) consistent

with §1103(c) and other provisions of Title 11.

3. EisnerAmper is well qualified to provide financial advisory services to the

Equity Committee of Jumio, Inc. (the “Debtor”) in this Chapter 11 case. EisnerAmper

professionals have broad-based experience and a respected reputation as financial advisors

in bankruptcy and reorganization proceedings. In fact, EisnerAmper is one of the

country’s premier mid-market turnaround and crisis management firms. Through

EisnerAmper, the Equity Committee will have the benefit of such knowledge and

experience as may be needed.

4. EisnerAmper is not a law firm and does not “represent” clients in the sense

that attorneys do.

5. In connection with its proposed retention by the Equity Committee,

EisnerAmper has undertaken a search to determine and disclose whether it or its affiliates

have any relationships with the entities as listed on Schedule 1.

6. EisnerAmper has the following connections to other parties-in-interest in

matters unrelated to the Debtor or its Chapter 11 case:

a) In the past, EisnerAmper has provided accounting and consulting

services to affiliates of Citibank, N.A. (“Citibank”), an affiliate of an


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Equity Committee member Citi Ventures, Inc., in connection with

Citibank’s employee pension and benefit plans. EisnerAmper is not

currently providing services to Citibank. In an abundance of caution,

EisnerAmper professionals providing services to the Equity Committee

will not provide services to Citibank in the event EisnerAmper is

reengaged by Citibank, nor will EisnerAmper professionals who

provided services to Citibank in the past provide services to the Equity

Committee. EisnerAmper will not provide services to Citibank in

connection with this Chapter 11 proceeding. Citibank represented less

than one-tenth of one percent (0.1%) of EisnerAmper’s annual revenue.

b) SharesPost 100 Fund holds less than 10% of the Debtor’s common

equity. An affiliate of SharesPost 100 Fund is an audit client of

EisnerAmper. EisnerAmper performs no work for SharesPost 100

Fund.

c) The Debtor has retained or seeks to retain Landis Rath & Cobb LLP as

bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as

special corporate counsel, Cooley LLP as special litigation counsel,

Ernst & Young LLP as financial advisor and Sagent Advisors, LLC as

investment banker. EisnerAmper has in the past worked in the same

cases as, and may currently work in the same cases as, some of the

professional firms that will be involved in this case, including those set

forth above, in connection with matters wholly unrelated to this Chapter

11 proceeding. One or more individual creditors of the Debtor may also


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be creditors in other, unrelated, cases in which EisnerAmper is

employed, either as an advisor or as a post-confirmation liquidating

trustee. In addition, EisnerAmper has been in the past and may, in the

future, be referred to companies by some or all of the professional firms

referenced herein and/or refer opportunities for work to the professional

firms referenced herein.

7. EisnerAmper currently provides or may have in the past provided

accounting or tax compliance services for certain customers of the Debtor unrelated to this

matter. No such customer represents more than 0.1% of EisnerAmper’s annual revenue.

8. Additionally, neither I, nor EisnerAmper, nor any Employee or professional

of EisnerAmper, insofar as I have been able to ascertain:

a) is a creditor of the Debtor;

b) is a direct or indirect equity interest holder of the Debtor;

c) is or has been an officer within two years before commencement of this

Chapter 11 case, director or employee of the Debtor or an “insider” of

the Debtor as that term is defined in § 101(31) the Bankruptcy Code;

d) currently provides services to a creditor or equity interest holder of the

Debtor, or a person otherwise adverse or potentially adverse to the

Debtor or the Debtor’s estate on any matter that is related to the Debtor

or the Debtor’s estate or, except as described in paragraph 6 above, on

any matter that is unrelated to the Debtor or the Debtor’s estate;

e) except as described in paragraph 6 above, has any other connection with

the Debtor, its creditors, its equity security holders, the Trustee, the


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Office of the United States Trustee or any employee of that office or any

other parties in interest; or

f) has any other interest, direct or indirect, which may affect or be affected

by the provision of services proposed hereunder.

9. EisnerAmper will promptly file with the Court a supplemental declaration if

and when any further connections between it and such parties-in-interest are discovered.

10. EisnerAmper will provide services to no entity other than the Equity

Committee in connection with this Chapter 11 case.

11. To the best of my knowledge, information and belief, except as set forth

herein, there are no other instances where EisnerAmper has, has had, or might be deemed

to have or have had connections with the Debtor, creditors or other parties in interest.

12. In addition, due to the size and diversity of its practice, EisnerAmper may

have represented or otherwise dealt with, and may now be representing or otherwise

dealing with various persons (and their attorneys and accountants) who are or may

consider themselves creditors, equity security holders or parties-in-interest in this case but

who are not currently identified as creditors or equity security holders. However, such

representation or involvement, if any, does not relate to the Debtor or its estate.

13. EisnerAmper has not received a retainer.

14. EisnerAmper has agreed to be employed by the Equity Committee at the

firm’s customary hourly rates for comparable matters and understands that the firm’s

compensation is to be paid and the expenses and costs are to be reimbursed upon

application to the Court and is subject to the Court’s approval and/or pursuant to any

administrative procedures established by order of the Court, after notice and a hearing.


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EisnerAmper anticipates that the following are the core team of advisors who will be

primarily responsible for this engagement and the current hourly rates, which EisnerAmper

customarily charges for their services:

Wayne P. Weitz $600 per hour

Dion Oglesby $520 per hour

Adeola Akinrinade $395 per hour

15. Other professionals, employees and associates at EisnerAmper may be

called upon from time to time as the need and issues arise to provide services to the Equity

Committee in respect of certain aspects of this Chapter 11 case. Hourly rates of employees

and associates of EisnerAmper range from $250 to $650 per hour. Reasonable travel time

will be charged at one-half of the applicable hourly rate unless actual work is performed

during such travel time, in which case the full hourly rate will be charged. EisnerAmper’s

rates may change from time to time in accordance with EisnerAmper’s established billing

practices and procedures. EisnerAmper will maintain detailed, contemporaneous records

of time and necessary expenses provided or incurred in connection with the rendering of

the financial advisory services described above by category and nature of the services

rendered.

16. EisnerAmper customarily and generally charges clients for the costs of

support services the firm provides in connection with provision of professional services,

including, without limitation, photocopying charges, long distance telephone calls,

facsimile transmissions, messengers, courier mail, secretarial and administrative overtime

and temporary services, travel, lodging and catering for meetings. Some of these services

are provided by EisnerAmper, in which case the charges are set by EisnerAmper, and


DOCS_DE:207037.2 47476/002 7

others are provided by third party service providers, in which case the charges are set by

the providers. EisnerAmper will charge the cost of these expenses in a manner and at rates

consistent with charges generally made to the firm’s other clients. All such charges for

which EisnerAmper seeks payment are subject to Court approval and/or pursuant to any

administrative procedure established by Order of the Court.

17. No agreement or understanding exists between EisnerAmper and any other

person (other than partners or employees of the firm as disclosed herein) to share

compensation received for services to be rendered in connection with services to be

provided hereunder. No representations have been received or made by EisnerAmper nor

any partner or employee thereof, in respect of compensation in connection with this case

other than in accordance with the provisions of the Bankruptcy Code.

18. By reason of the foregoing, I believe that EisnerAmper is eligible for

employment and retention by the Equity Committee pursuant to Sections 328 and 1103 of

the Bankruptcy Code and applicable rules of bankruptcy procedure.

Dated: May 11, 2016 By:_______________________________________ Wayne P. Weitz


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SCHEDULE 1

Potential Parties-in-Interest1

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.


DOCS_DE:207037.2 47476/002 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

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 Andreesesen Horowitz Fund II, L.P. Patrick Griffin


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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. 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. Suzanne Cohn Pinnacle Ventures Debt Fund III-A, L.P. Joseph Dempsey Pinnacle Ventures Equity Fund II, L.P. Susan Diamond Pinnacle Ventures Equity Fund II-O, L.P. Emilio Disanluciana Prima Capital Group Martin Ehrnhoefer PVDF III-Legacy Holdings, L.P. Eduardo Saverin Philipp Rakuschan 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

Aaron Gusky JCT ASSOCIATES LTD Accretive Solutions, Inc. Jeffrey Land ACUANT Jennifer Snyder AFCO JMT Indisplay Ltd.


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AIA JOBVITE INC. Airline Information Group Inc. John McIntosh AIRWAYS FREIGHT CORP John Merlesena AKASH GODHANIA Johnson Ha 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 CALIBRE ONE INC Michelle Whiteford CALVIN CHENG Mikalai Drabovich Carlos Hermosillo Mike Cosby Catherine Hickey MIRADOR DIGITAL CENTAUR COMMUNICATIONS LTD ML Movers


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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 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. Contentive ProExhibits COOLEY LLP Public Storage 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 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


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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 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 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.


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Henry Gray TRAVEL WEEKLY GROUP LTD 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 INITIAL REWARDS VISION SERVICE PLAN - (CA) InsideView Technologies, Inc. VIZEAT LTD 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

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


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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 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


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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 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


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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 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


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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 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


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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

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


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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 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


application of the official committee of …omnimgt.com/cmsvol2/pub_47086/575114_211-4.pdfcase...

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