FOR THE DISTRICT OF DELAWAREBoylston Street, Suite 500, Boston, MA 02116. 2 All capitalized terms...
Transcript of FOR THE DISTRICT OF DELAWAREBoylston Street, Suite 500, Boston, MA 02116. 2 All capitalized terms...
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Karmaloop, Inc., et al.,1
Debtors.
) ) ) ) ) ) ) )
Chapter 11 Case No. 15-10635 (MFW)
(Jointly Administered)
Re. Docket Nos. 103 and 186 Obj. Deadline: June 16, 2015 at 4:00 p.m. ET
NOTICE OF FILING OF ORDINARY
COURSE PROFESSIONAL AFFIDAVITS
PLEASE TAKE NOTICE that on April 7, 2015, Karmaloop, Inc. and KarmaloopTV, Inc., the debtors and debtors in possession (the “Debtors”) in the above-captioned jointly administered Chapter 11 cases, filed the Debtors’ Motion for an Order Authorizing the Debtors to Retain, Employ, and Compensate Certain Professionals Utilized by the Debtors in the Ordinary Course of Business [Docket No. 103] (the “OCP Motion”).
PLEASE TAKE FURTHER NOTICE that on April 30, 2015, the Court entered an order approving the relief requested in the OCP Motion [Docket No. 186] (the “OCP Order”).2 Among other things, the OCP Order provides that, prior to the receipt of payment for post-petition services rendered to the Debtors and expenses incurred, each Ordinary Course Professional shall file with the Court an affidavit, substantially in the form attached as Exhibit B to the OCP Motion (each, an “OCP Affidavit”), stating that such Ordinary Course Professional does not represent or hold an interest materially adverse to the Debtors or the estates regarding the matters upon which such professional is to be retained.
PLEASE TAKE FURTHER NOTICE that in accordance with the OCP Order, the Debtors hereby file the OCP Affidavits for the Ordinary Course Professionals listed on Exhibit 1 hereto. As noted in Exhibit 1, a copy of each of the OCP Affidavits for such Ordinary Course Professional is annexed hereto as Exhibit 2.
PLEASE TAKE FURTHER NOTICE that any objection (each, an “OCP Objection”) to the retention of an Ordinary Course Professional listed on Exhibit 1 hereto by any party in interest in these Chapter 11 cases must be filed with the Court, and at the same time served upon the affected Ordinary Course Professional and the following parties, on or before 4:00 p.m. (prevailing Eastern Time) on June 16, 2015
1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are
as follows: Karmaloop, Inc. - 3934; KarmaloopTV, Inc. – 8230. The Debtors’ address is 334 Boylston Street, Suite 500, Boston, MA 02116.
2 All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the OCP Motion.
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(the “OCP Objection Deadline”): (i) the Debtors, Karmaloop, Inc. and KarmaloopTV, Inc., 334 Boylston Street, Suite 500, Boston, Massachusetts 02116, Attn: Brian L. Davies, Jr., CRO; (ii) counsel for the Debtors, Burns & Levinson LLP, 125 Summer Street, Boston, Massachusetts 02110, Attn: Scott H. Moskol, Esq. and Womble Carlyle Sandridge & Rice, LLP, 222 Delaware Avenue, Suite 1501, Wilmington, Delaware 19801, Attn: Steven K. Kortanek, Esq.; (iii) counsel to the Official Committee of Unsecured Creditors, Lowenstein Sandler LLP, 65 Livingston Avenue & 6 Becker Farm Road, Roseland, New Jersey 07068, Attn: Sharon L. Levine, Esq. and Cassandra Porter, Esq. and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, Attn: M. Blake Cleary, Esq.; (v) Office of the United States Trustee for the District of Delaware, J. Caleb Boggs Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Tiiara N.A. Patton; and (vi) counsel to the agent for the Debtor’s senior secured prepetition lenders and postpetition lenders, Goldberg Kohn Ltd., 55 E Monroe Street, #3300, Chicago, Illinois 60603, Attn: Dimitri G. Karcazes, Esq., and Morris Nichols Arsht & Tunnell, LLP, 1201 North Market Street, P.O. Box 1347, Wilmington, Delaware 19899-1347, Attn: Curtis S. Miller, Esq. (collectively, the “Notice Parties”).
PLEASE TAKE FURTHER NOTICE THAT IF NO OCP
OBJECTION IS RECEIVED ON OR BEFORE THE OCP OBJECTION DEADLINE WITH RESPECT TO THE ORDINARY COURSE PROFESSIONALS IDENTIFIED ON EXHIBIT 1 HERETO, THE DEBTORS SHALL BE AUTHORIZED TO RETAIN AND PAY SUCH ORDINARY COURSE PROFESSIONAL IN THE MANNER PROVIDED FOR IN THE OCP ORDER.
Case 15-10635-MFW Doc 267 Filed 06/02/15 Page 2 of 3
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Dated: June 2, 2015
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
/s/ Ericka F. Johnson Steven K. Kortanek (Del. Bar No. 3106) Ericka F. Johnson (Del. Bar No. 5024) Morgan L. Patterson (Del. Bar No. 5388) 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected]
-and-
BURNS & LEVINSON LLP Scott H. Moskol William V. Sopp Michael V. Samarel 125 Summer Street Boston, MA 02110 Telephone: (617) 345-3000 Facsimile: (617) 345-3299 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected]
Counsel for the Debtors and Debtors-in-Possession
Case 15-10635-MFW Doc 267 Filed 06/02/15 Page 3 of 3
Exhibit 1
Ordinary Course Professional OCP Affidavit Kim & Chang Exhibit 2-A
Gorodissky & Partners Exhibit 2-B Griffith Hack IP Level 10 Exhibit 2-C
Matos & Associados – Advogados Exhibit 2-D Lapointe Rosenstein Marchand Melançon, L.L.P. Exhibit 2-E
China Patent Agent (H.K.) Ltd. Exhibit 2-F Montaury, Pimenta, Machado & Vieira de Mello Exhibit 2-G
Case 15-10635-MFW Doc 267-1 Filed 06/02/15 Page 1 of 1
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Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 1 of 44
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Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 2 of 44
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#303, 13, Saemunan-ro 5-gil, Jongno-gu,
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Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 3 of 44
In re: ) Chapter 11
Karmaloop, Inc., et al.,' ) Case No. 15-10634 (KJC)
Debtors. ) (Jointly Administered)
Related Docket No. I5-10636 (KJC)
DISCLOSURE AFFIDAVIT OF ORDINARY COURSE PROFESSIONAL
COUNTRY OF: KOREA
) ss:
CITY OF: SEOUL
1. I, Jay Y. J. Yang, hereby declare that the following is true to the best of my
knowledge, information and belief:
2. I am a Attorney at Law of Kim & Chang (the " Firm") which maintains offices at
Jeongdong Building, 17F, 21-15 Jeongdong-gil, Jung-gu, Seoul 100-784, Korea.
3. This Affidavit is submitted in connection with an order of the United States
Bankruptcy Court for the District of Delaware dated March 25, 2015, authorizing the above-
captioned debtors and debtors in possession (collectively, the " Debtors") to retain certain
professionals i 'tlie ordma pourse of business during the pendency of the Debtors' chapter 11
cases (the Case ;
4. The Firm has represented and advised the Debtors as legal counsel with respect
to its trademark matters in Korea, since March 28, 2012.
The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Karmaloop, Inc. - 3934; KarmaloopTV, Inc. — 8230. The Debtors' address is 334 Boylston Street, Suite 500, Boston, MA 02116.
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5. The Debtors have requested, and the Firm has agreed, to continue to provide
services to the Debtors pursuant to section 327 of chapter 11 of title 11 of the United States Code
(the "Bankruptcy Code ") with respect to such matters. Additionally, the Debtors have requested,
and the Firm proposes to render, the following services to the Debtors: Proceedings of filing
applications up to registrations (total 8 registrations)
6. The Firm's current customary hourly rates, subject to change from time to time,
are $230—$800. In the normal course of business, the Firm revises its regular hourly rates on
January 1 of each year and requests that, effective January 1 of each year, the aforementioned
rates be revised to the regular hourly rates which will be in effect at that time.
7. To the best of my knowledge, formed after due inquiry, neither I, the Firm,
nor any professional thereof has any connection with the Debtors or currently represents any
of their creditors, other parties-in-interest, the Office of the United States Trustee or any
person employed by the Office of the United States Trustee with respect to the matters upon
which it is to be engaged, and the Firm does not, by reason of any direct or indirect
relationship to, connection with, or interest in the Debtors, hold or represent any interest
adverse to the Debtors, their estates or any class of creditors or equity interest holders,
8. In addition, although unascertainable at this time after due inquiry, by virtue
of the magnitude of the Debtors' potential universe of creditors and the Firm's clients, the
Firm may havein the past represented, currently represent, and may in the future represent
entities that are u'ri[ °of the Debtors in matters entirely unrelated to the Debtors and their
estates. The Firm does not and will not represent any such entity in connection with these
pending Cases and does not have any relationship with any such entity, attorneys or
accountants that would be adverse to the Debtors or their estates. I believe that the Firm's
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Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 5 of 44
representation of such entities in matters entirely unrelated to the Debtors is not adverse to the
Debtors' interests, or the interests of their creditors or estates in respect of the matters for
which the Firm will be engaged, nor will such services impair the Firm's ability to represent
the Debtors in the ordinary course in these Cases.
9. The Firm's process of ascertaining what, if any, connection it may have with
any interest adverse to the Debtors, their estates or any class of creditors or equity interest
holders, consists of the following:
10. In the past year, the Firm has been paid $829.06 by the Debtors in respect of
services rendered to the Debtors. In addition, the Firm has rendered services that have not yet
been billed or that have been billed but with respect to which payment has not yet been received.
The Firm is currently owed $0 on account of such prepetition services.
11. In light of the foregoing, I believe that the Firm does not hold or represent any
interest materially adverse to the Debtors, their estates, creditors, or equity interest holders, as
identified to the Firm, with respect to the matters in which the firm will be engaged.
12. Except as set forth herein, no promises have been received by the Firm or any
partner, associate or other professional thereof as to compensation in connection with these
Cases other than in accordance with the provisions of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware, and orders of this Court.
13. Th Frirm further-.states that it has not shared, nor agreed to share any
compensation received ___ tion with these Cases with another party or person, other than as
permitted by section 504(b) of the Bankruptcy Code and Bankruptcy Rule 2016.
14. The foregoing constitutes the statement of the Firm pursuant to sections 329 and
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Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 6 of 44
504 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2014 and 2016(b).
I declare under the penalties of perjury under the laws of the United States of America that the
foregoing is true and correct.
Name: Jay Address: Kim & Chang
Jeongdong Building, 17F, 21-15 Jeongdong-gil, Jung-gu Seoul 100-784, Korea
Sworn to before me this 13, day of May, 2015
Notary Public
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Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 7 of 44
iI
I
iE Heung-Soon Cha
Oil 7llli
PI attorney-in-fact of r1lj
-87
Jay Y.J. Yang
- iO1O1 oj],2 cj61 O 0 i_1
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2015 V11 5 V 26 Oil o]
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appeared before me and admitted said principal's subscription to the attached DISCLOSURE AFFIDAVIT OF
ORDINARY COURSE PROFESSIONAL
This is hereby attested on this 26th day of May, 2015 at this office.
210mmx297mm(4 (1w) 70g/m2)
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 8 of 44
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Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 9 of 44
Translation from the Russian language
In re: Chapter 11 Karmaloop, Inc., et al., 1 Case No. 15-10634 (KJC)
Debtors. (Jointly Administered) Related Docket No. 15-10636 (KJC)
)1SC'I ;) + l l::Al HDAVIT OF ORDINARY COURSE 1'ItiUi'F SSIONAL
COUNTRY OF: RUSSIA CITY OF: MOSCOW
1. I, Medvedev Valery Nikolaevich, born on September 04, 1957,
passport 45 04 248487 issued by OVD "Shchukino" - subdivision code 772-099 on
November 15, 2002, registered at the address: 10, corpus 1, apt. 29, Marshala
Sokolovskogo ul., Moscow, hereby declare that the following is true to the best of
my knowledge, information and belief:
2. I am t he M anaging Partner o f Gorodissky & Partners (the "Firm")
which maintains offices at B.Spasskaya Str., 25, bldg. 3, Moscow 129090, Russia.
3. This Affidavit is submitted in connection with an order of the United
States Bankruptcy Court for the District of Delaware dated March 25, 2015,
authorizing the above-captioned debtors and debtors in possession (collectively, the "Debtors") to retain certain professionals in the ordinary course of business during
the pendency of the Debtors' chapter 11 cases (the "Cases")
4. The Firm has represented and advised the Debtors as legal counsel
with respect to its trademark matters in Russia, since December 2, 2013.
5. The Debtors have requested, and the Firm has agreed, to continue to
provide services to the Debtors pursuant to section 327 of chapter 11 of title 11 of
the United States Code (the "Bankruptcy Code") with respect to such matters.
Additionally, the Debtors have requested, and the Firm proposes to render, the
Intellectual Property services to the Debtors.
The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Karmaloop, Inc. - 3934,; KarmaloopTV, Inc. - 8230. The Debtors' address is 334 Boylston Street, Suite 500, Boston, MA 02116.
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 10 of 44
6. The Firm's current customary hourly rates, subject to change from
time to time, are 200-400 US dollars for partners and patent and trademark attorneys
and 100-180 US dollars for assistants. In the normal course of business, the Firm
revises its regular hourly rates on May 14, 2014, and since May 14, 2014 the
aforementioned rates were revised to current rates. There is no fixed date of rates
change.
7. To the best of my knowledge, formed after due inquiry, neither I, the
Firm, nor any professional thereof has any connection with the Debtors or currently
represents any of their creditors, other parties-in-interest, the Office of the United
States Trustee or any person employed by the Office of the United States Trustee
with respect to the matters upon which it is to be engaged, and the Firm does not, by
reason of any direct or indirect relationship to, connection with, or interest in the
Debtors, hold or represent any interest adverse to the Debtors, their estates or any
class of creditors or equity interest holders.
8. In addition, although unascertainable at this time after due inquiry, by
virtue of the magnitude of the Debtors' potential universe of creditors and the Firm's
clients, the Firm may have in the past represented, currently represent, and may in
the future represent entities that are claimants of the Debtors in matters entirely
unrelated to the Debtors and their estates. The Firm does not and will not represent
any such entity in connection with these pending Cases and does not have any
relationship with any such entity, attorneys or accountants that would be adverse to
the Debtors or their estates. I believe that the Firm's representation of such entities
in matters entirely unrelated to the Debtors is not adverse to the Debtors' interests,
or the interests of their creditors or estates in respect of the matters for which the
Firm will be engaged, nor will such services impair the Firm's ability to represent
the Debtors in the ordinary course in these Cases.
9. The Firm's process of ascertaining what, if any, connection it may
have with any interest adverse to the Debtors, their estates or any class of
creditors or equity interest holders, consists of the following:
10. In the past year, the Firm has been paid 1 224, 73 US dollars by the
Debtors in respect of services rendered to the Debtors. In addition, the Firm has
rendered services that have been billed but with respect to which payment has not yet
been received. The Firm is currently owed 620 US dollars on account of such
prepetition services.
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 11 of 44
11. In light of the foregoing, I believe that the Firm does not hold or
represent any interest materially adverse to the Debtors, their estates, creditors, or
equity interest holders, as identified to the Firm, with respect to the matters in which
the firm will be engaged.
12. Except as set forth herein, no promises have been received by the Firm
or any partner, associate or other professional thereof as to compensation in
connection with these Cases other than in accordance with the provisions of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware, and orders of this Court.
13. The Firm further states that it has not shared, nor agreed to share any
compensation received in connection with these Cases with another party or person,
other than as permitted by section 504(b) of the Bankruptcy Code and Bankruptcy
Rule 2016.
14. The foregoing constitutes the statement of the Firm pursuant to
sections 329 and 504 of the Bankruptcy Code and Federal Rules of Bankruptcy
Procedure 2014 and 2016(b).
I declare under the penalties of perjury under the laws of the United States of
America that the foregoing is true and correct.
Name: Medvedev Valery Nikolaevich
Address: Gorodissky & Partners
B,Spasskaya Str., 25, bldg. 3
Moscow 1,29090, Russia
/signature/
/company seal/
The city of Moscow On the twenty first of May two thousand and fifteen,,
I, Shevchenko Svetlana Nikolaevna, n otary of Moscow, do hereby certify the authenticity of the signature of Medvedev Valery Nikolaevich, which has been made in my presence. His personality has been established. Certified outside the notary office at the address: B.Spasskaya Str., 25, bldg. 3 Moscow Registered in the Register under No 1-288 Collected: 950 roubles including a tariff: 150 roubles, legal and technical services: 800 roubles
Notary /signature/ /Notary seal/
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 12 of 44
/Seal/: Shevchenko S.N., notary of Moscow
Total numbered, bound and sealed 3 sheets
Notary /Signature/
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 13 of 44
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Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 16 of 44
upaBonpeeMHHKaM, KpeAHTopaM 113TH 4ep)KaTeJIHM Aoneil, Kax yxasano (1)HpMe, no OTHOLUCHMIO K BOHpocaM, no KoTOpbIM (DHpMa 6yaeT npe3OCTaBJISITb yCJIyFI3.
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Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 17 of 44
I~ PDHI'fAEf°'USkHOt4Gf;f'rtii`i ~ ;`. •, i fl ATbK —i
FFAP
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 18 of 44
uia i-
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 19 of 44
In re: ) Chapter 11
Karmaloop, Inc., et al., ] ) Case No. 15-10634 (KJC)
Debtors. ) (Jointly Administered)
Related Docket No. 1540636 (KJC)
DISCLOSURE AFFIDAVIT OF ORDINARY COURSE PROFESSIONAL
COUNTRY OF: Australia
) ss: CITY OF: Melbourne
1. I, Anne Makrigiorgos, hereby declare that the following is true to the best of my
knowledge, information and belief:
2. I am a Principal of Griffith Hack IP (the "Firm") which maintains offices at
Level 10, 161 Collins Street, Melbourne, VIC 3000, Australia.
3. This Affidavit is submitted in connection with an order of the United States
Bankruptcy Court for the District of Delaware dated March 25, 2015, authorizing the above-
captioned debtors and debtors in possession (collectively, the "Debtors") to retain certain
professionals in the ordinary course of business during the pendency of the Debtors' chapter 11
cases (the "Cases").
4. The Firm has represented and advised the Debtors as legal counsel with respect
to its trademark matters in Australia, since 14 October 2010.
The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Karmaloop, Inc. - 3934; KarmaloopTV, Inc. — 8230. The Debtors' address is 334 Boylston Street, Suite 500, Boston, MA 02116. i e
18
WONG IJBLUC the Collins St pia Australia
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 20 of 44
5. The Debtors have requested, and the Firm has agreed, to continue to provide
services to the Debtors pursuant to section 327 of chapter 11 of title I1 of the United States Code
(the "Bankruptcy Code") with respect to such matters. Additionally, the Debtors have requested,
and the Firm proposes to render, the following services to the Debtors: Nil
6. The Firm's current customary hourly rates, subject to change from time to time,
are $600. In the normal course of business, the Firm revises its regular hourly rates on 1 July of
each year and requests that, effective 1 August of each year, the aforementioned rates be revised
to the regular hourly rates which will be in effect at that time.
7. To the best of my knowledge, formed after due inquiry, neither I, the Firm,
nor any professional thereof has any connection with the Debtors or currently represents any
of their creditors, other parties-in-interest, the Office of the United States Trustee or any
person employed by the Office of the United States Trustee with respect to the matters upon
which it is to be engaged, and the Firm does not, by reason of any direct or indirect
relationship to, connection with, or interest in the Debtors, hold or represent any interest
adverse to the Debtors, their estates or any class of creditors or equity interest holders.
8. In addition, although unascertainable at this time after due inquiry, by virtue
of the magnitude of the Debtors' potential universe of creditors and the Firm's clients, the
Firm may have in the past represented, currently represent, and may in the future represent
entities that are claimants of the Debtors in matters entirely unrelated to the Debtors and their
estates. The Firm does not and will not represent any such entity in connection with these
pending Cases and does not have any relationship with any such entity, attorneys or
accountants that would be adverse to the Debtors or their estates. I believe that the Firm's
representation of such entities in matters entirely unrelated to the Debtors is not adverse to the
19
AN' N V WONG TARY PUBLIC , 8/365 Little Collins St -ne Victoria Australia
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 21 of 44
Debtors' interests, or the interests of their creditors or estates in respect of the matters for
which the Firm will be engaged, nor will such services impair the Firm's ability to represent
the Debtors in the ordinary course in these Cases.
The Firm's process of ascertaining what, if any, connection it may have with
any interest adverse to the Debtors, their estates or any class of creditors or equity interest
holders, consists of the following:
10. In the past year, the Firm has been paid $28,809.40 by the Debtors in respect of
services rendered to the Debtors. In addition, the Firm has rendered services that have not yet
been billed or that have been billed but with respect to which payment has not yet been received.
The Firm is currently owed $2059.00 on account of such prepetition services.
11. In light of the foregoing, I believe that the Firm does not hold or represent any
interest materially adverse to the Debtors, their estates, creditors, or equity interest holders, as
identified to the Firm, with respect to the matters in which the firm will be engaged.
12. Except as set forth herein, no promises have been received by the Firm or any
partner, associate or other professional thereof as to compensation in connection with these
Cases other than in accordance with the provisions of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware, and orders of this Court,
13. The Firm further states that it has not shared, nor agreed to share any
compensation received in connection with these Cases with another party or person, other than as
permitted by section 504(b) of the Bankruptcy Code and Bankruptcy Rule 2016.
14. The foregoing constitutes the statement of the Firm pursuant to sections 329 and
504 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2014 and 2016(b)
10, [JV WONG RY PUBLIC
Ji, 1365 Little Collins St Melbourne Victoria Australia
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 22 of 44
I declare under the penalties of perjury under the laws of the United States of America that the
foregoing is true and correct.
Name: Anne Makrigiorgos
Address: Griffith Hack IP Level 10, 161. Collins Street Melbourne, VIC 3000 Australia
Sworn to before me this ) day of May, 2015
f-LLf-kI'J IN V VVUNU
NOTARY PUBLIC Suite 807, 8/365 Little Collins St
Melbourne Victoria Australia
21
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 23 of 44
1
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 24 of 44
In re: ) Chapter 11
Karmaloop, Inc., et al.,' ) Case No. 15-10634 (KJC)
Debtors. ) (Jointly Administered)
Related Docket No. 15-10636 (KJC)
DISCLOSURE AFFIDAVIT OF ORDINARY COURSE PROFESSIONAL
COUNTRY OF: BRAZIL
) ss:
CITY OF: RIO DE JANEIRO
I, 1, LUIS F MATOS JR,, hereby declare that the following is true to the best of
my knowledge, information and belief:
2. I am a Managing-Partner of Matos & Associados - Advogados (the "Firm")
which maintains offices at Rua da Assembleia, 35 - 6° andar, 20011 001 - Centro - Rio de
Janeiro.
3. This Affidavit is submitted in connection with an order of the United States
Bankruptcy Court for the District of Delaware dated March 25, 2015, authorizing the above-
captioned, debtors and debtors in possession (collectively, the "Debtors") to retain certain
professionals in the ordinary course of business during the pendency of the Debtors' chapter 11
cases (the "Cases"),
The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: :Karmaloop, Inc. - 3934; KalmaloopTV, Inc. —8230. The Debtors' address is 334 Boylston Street, Suite 500, Boston, MA 02.116,
18
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 25 of 44
4. The Firm has represented and advised the Debtors as legal counsel with respect
to its trademark matters in Brazil, since February 10, 2015.
5. The Debtors have requested, and the Firm has agreed, to continue to provide
services to the Debtors pursuant to section 327 of chapter 11 of title 11 of the United States Code
(the "Bankruptcy Code") with respect to such matters. Additionally, the Debtors have requested,
and the Firm proposes to render, the following services to the Debtors: Not applicable
6. The Firm's current customary hourly rates, subject to change from time to time,
are $400.00. In the normal course of business, the Firm revises its regular hourly rates on
January 2 of each year and requests that, effective January 2 of each year, the aforementioned
rates be revised to the regular hourly rates which will be in effect at that time.
7. To the best of my knowledge, formed after due inquiry, neither I, the Firm,
nor any professional thereof has any connection with the Debtors or currently represents any
of their creditors, other parties-in-interest, the Office of the United States Trustee or any
person employed by the Office of the United. States Trustee with respect to the matters upon
which it is to be engaged, and the Firm does not, by reason of any direct or indirect
relationship to, connection with, or interest in the Debtors, hold or represent any interest
adverse to the Debtors, their estates or any class.o f creditors or equity interest holders.
8. In addition, although unascertainable at this time after due inquiry, by virtue
of the magnitude of the Debtors' potential universe of creditors and the Firm's clients, the
Firm may have in the past represented, currently represent, and may in the future represent
entities that are claimants of the Debtors in matters entirely unrelated to the Debtors and their
estates, The Firm does not and will not represent any such entity in connection with these
pending Cases and does not have any relationship with any such entity, attorneys or
19
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 26 of 44
accountants that would be adverse to the Debtors or their estates. I believe that the Firm's
representation of such entities in matters entirely unrelated to the Debtors is not adverse to the
Debtors' interests, or the interests of their creditors or estates in respect of the matters for
which the Firm will be engaged, nor will such services impair the Firm's ability to represent
the Debtors in the ordinary course in these Cases.
The Firm's process of ascertaining what, if any, connection it may have with
any interest adverse to the Debtors, their estates or any class of creditors or equity interest
holders, consists of the following:
10. In the past year, the Firm has been paid $NOT APPLICABLE by the Debtors in
respect of services rendered to the Debtors. In addition, the Firm has rendered services that have
not yet been billed or that have been billed but with respect to which payment has not yet been
received. The Firm is currently owed $4,000.00 on account of such prepetition services.
11. In light of the foregoing, I believe that theFirm does not hold or represent any
interest materially adverse to the Debtors, their estates, creditors, or equityinterest holders, as
identified to the Firm, with respect to the matters in which the firm will be engaged.
12, Except as set forth herein, no promises have been received by the Firm or any
partner, associate or other professional thereof as to compensation in connection with these
Cases other than in accordance with the provisions of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware, and orders of this Court,
13, The Firm further states that it has not shared, nor agreed to share any
compensation received in connection with these Cases with another party or person, other than as
permitted by section 504(b) of the Bankruptcy Code and Bankruptcy Rule 2016.
20
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 27 of 44
14. The foregoing constitutes the statement of the Firm pursuant to sections 329 and
504 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2014 and 2016(b).
I declare under the penalties of perjury under the laws of the United States of America that th
foregoing is true and correct. 1
~ 1
Name: Luis F Mates Jr.
Address: Mates & Associados ados Rua da Assembleia, 35 - 6° andar 20011 001 - Centro - Rio de Janeiro
e
Sworn to before me this 21, day of May, 2015.
Notary Public
i .. r Wcd:c Anlonk= ivi. czoUz AV'. Viio d4i l h:~ .i nhe ro Fne: 0;•;1 r . eeegseka2ss2ee ~ c.o 4 pot ,3 114ELHAh+r. -y G5.:, .3: i `'ERNAki.:u I n•. °(S) tirma(S) de:
++~~+.~ .+, BI MATu-1 JU++,; ~ +..:
2io de JanE3iro, 21 ,ie Nldio de 2015. +t.-,
r,rr-
rn testemunho ' da eerd r~<Ybr29 a.i:xR aulte em t m O!umenta, ~~
iYfpr~ I/Ww ~trv.tjij,jus
f~ , 5 1 ,50-Tcie! R$60, r .,
4171& -L EIC __ °DRIGUES PF,ptLl, _ `~
Tl,REL!l~.5 t T
21
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 28 of 44
1, the undersigned, legal translator, holder of the ID/RJ, under the n. 06503205-4,
certify that the present extract has been presented to me in Portuguese, which
translation was rendered into English.
10`h Notary Public - RJ - Head Notary Claudio Antonio M. de Souza
088559AA299280
Av. Nib o Pecanha, 26 - Centro - RJ - phone n.: (021) 2524-5332
1 hereby acknowledge the signature(s) of:
LUIS FERNANDO RIBEIRO MATOS JUNIOR
Rio de Janeiro, May 21" 2015.
In witness whereof.
EAYV21141-XRK. See https://www3.tiri.jus.br/site publico
Charges: ;R$4.55 Fees: R$1.50 Total: R$6.05
(illegible signature)
94/6182 ONEIDA RODRIGUES PADELA - Deputy Notary
As per the original document. Rio de Janeiro, May 22n d 2015.
•)is _: vr.• Marcia gaga cue` Santana
ID n. 065d3205-4
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 29 of 44
WP ;
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 30 of 44
DISCLOSURE AFFIDAVIT OF ORDINARY COURSE PROFESSIONAL
COUNTRY OF: CANADA
) ss: CITY OF: h1air°mss QUEBEC
1. I, Ian MacPhee, hereby declare that the following is true to the best of my
knowledge, infonnation and belief:
2. I am a partner of Lapointe Rosenstein Marchand Melancon, L.L.P. (the " Finn")
which maintains offices at 1250 Rene-Levesque Blvd. West, Suite 1400, Montreal, Quebec,
Canada R3B 5E9.
3. This Affidavit is submitted in connection with an order of the United States
Bankruptcy Court for the District of Delaware dated March 25, 2015, authorizing the above-
captioned debtors and debtors in possession (collectively, the " Debtors") to retain certain
professionals in the ordinary course of business during the pendency of the Debtors' chapter 11
cases (the " Cases").
The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Karmaloop, Inc. - 3934; KarmaloopTV, Inc. — 8230. The Debtors' address is 334 Boylston Street, Suite 500, Boston, MA 02116.
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 31 of 44
4. The Firm has represented and advised the Debtors as legal counsel with respect
to its trademark matters in Canada, since September 28, 2010.
5. The Debtors have requested, and the Firm has agreed, to continue to provide
services to the Debtors pursuant to section 327 of chapter 11 of title 11 of the United States Code
(the "Bankruptcy Code ") with respect to such matters. Additionally, the Debtors have requested,
and the Firm proposes to render, the following services to the Debtors: trade-mark prosecution
and trade-mark oppositions in Canada.
The Firm's current customary hourly rates, subject to change from time to time,
are $540.00 CDN. In the normal course of business, the Firm revises its regular hourly rates on
January 1st of each year and requests that, effective January 1st of each year, the aforementioned
rates be revised to the regular hourly rates which will be in effect at that time.
7. To the best of my knowledge, formed after due inquiry, neither I, the Firm,
nor any professional thereof has any connection with the Debtors or currently represents any
of their creditors, other parties-in-interest, the Office of the United States Trustee or any
person employed by the Office of the United States Trustee with respect to the matters upon
which it is to be engaged, and the Firm does not, by reason of any direct or indirect
relationship to, connection with, or interest in the Debtors, hold or represent any interest
adverse to the Debtors, their estates or any class of creditors or equity interest holders.
8. hn addition, although unascertainable at this time after due inquiry, by virtue
of the magnitude of the Debtors' potential universe of creditors and the Firm's clients, the
Firm may have in the past represented, currently represent, and may in the future represent
entities that are claimants of the Debtors in matters entirely unrelated to the Debtors and their
estates. The Firm does not and will not represent any such entity in connection with these
19
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 32 of 44
pending Cases and does not have any relationship with any such entity, attorneys or
accountants that would be adverse to the Debtors or their estates. I believe that the Firm's
representation of such entities in matters entirely unrelated to the Debtors is not adverse to the
Debtors' interests, or the interests of their creditors or estates in respect of the matters for
which the Firm will be engaged, nor will such services impair the Firm's ability to represent
the Debtors in the ordinary course in these Cases.
The Firm's process of ascertaining what, if any, connection it may have with
any interest adverse to the Debtors, their estates or any class of creditors or equity interest
holders, consists of the following:
10. In the past year, the Firm has been paid $554.90 CDN by the Debtors in respect
of services rendered to the Debtors. hi addition, the Firm has rendered services that have not yet
been billed or that have been billed but with respect to which payment has not yet been received.
The Firm is currently owed $663.57 CDN on account of such prepetition services.
11. In light of the foregoing, I believe that the Firm does not hold or represent any
interest materially adverse to the Debtors, their estates, creditors, or equity interest holders, as
identified to the Firm, with respect to the matters in which the firm will be engaged.
12. Except as set forth herein, no promises have been received by the Firm or any
partner, associate or other professional thereof as to compensation in connection with these
Cases other than in accordance with the provisions of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware, and orders of this Court.
I
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 33 of 44
13. The Firm further states that it has not shared, nor agreed to share any
compensation received in connection with these Cases with another party or person, other than as
permitted by section 504(b) of the Bankruptcy Code and Bankruptcy Rule 2016.
14. The foregoing constitutes the statement of the Firm pursuant to sections 329 and
504 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2014 and 2016(b).
I declare under the penalties of perjury under the laws of the United States of America that the
foregoing is true and correct.
Sworn to before me this 20th, day of May, 2015
Name: Ian MacPhee
Address: Lapointe Rosenstein Marchand Melancon, L.L.P. 1250 Rene-Levesque Blvd. West, Suite 1400 Montreal, Quebec, Canada H3B 5E9
1.
Not-ary Pu
21
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 34 of 44
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 35 of 44
In re: ) Chapter 11
Karmaloop, Inc,, et al.,' ) Case No. 15-10634 (KJC)
Debtors. ) (Jointly Administered)
Related Docket No. 15-10636 (KJC)
1)itiCLO t l:l:: AFFIDAVIT Ol' ;ORDINARY COURSE PROFESSIONAL
COUNTRY OF: CHINA
) ss:
CITY OF HONG KONG
1, I, Wang Chong Min, hereby declare that the following is true to the best of my
knowledge, information and belief:
2. I am a Deputy General Manager of China Patent Agent (II.K.) Ltd. (the "Firm")
which maintains offices at 22/F., Great Eagle Center, 23 Harbour Road, Wanchai, Hong Kong.
3. This Affidavit is submitted in connection with an order of the United States
Bankruptcy Court for the District of Delaware dated March 25, 2015, authorizing the above-
captioned debtors and debtors in possession (collectively, the "Debtors") to retain certain
professionals in the ordinary course of business during the pendency of the Debtors' chapter 11
cases (the "Cases ").
4. The Firm has represented and advised the Debtors as legal counsel with respect
to its trademark matters in Hong Kong, since December 28, 2011.
The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Karmaloop, Inc. - 3934; KarmatoopTV, Inc. — 8230. The Debtors' address is 334 Boylston Street, Suite 500, Boston, MA 02116.
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 36 of 44
The Debtors have requested, and the Firm has agreed, to continue to provide
services to the Debtors pursuant to section 327 of chapter 11 of title Ii of the United States Code
(the ` Bankruptcy Code") with respect to such matters. Additionally, the Debtors have requested,
and the Firm proposes to render, the following services to the Debtors: Trademark prosecution
and opposition related services,
6. The Firm's current customary hourly rates, subject to change from time to time,
are $200-500. In the normal course of business, the Firm revises its regular hourly rates on from
time to time of each year and requests that, effective periodically of each year, the
aforementioned rates be revised to the regular hourly rates which will be in effect at that time.
To the best of my knowledge, formed after due inquiry, neither 1, the Firm,
nor any professional thereof has any connection with the Debtors or currently represents any
of their creditors, other parties-in-interest, the Office of the United States Trustee or any
person employed by the Office of the United States Trustee with respect to the matters upon
which it is to be engaged, and the Firm does not, by reason of any direct or indirect
relationship to, connection with, or interest in the Debtors, hold or represent any interest
adverse to the Debtors, their estates or any class of creditors or equity interest holders.
In addition; although unascertainable at this time after due inquiry, by virtue
of the magnitude of the Debtors' potential universe of creditors and the Firm's clients, the
Firm may have in the past represented, currently, represent, and may in the future represent
entities that are claimants of the. Debtors in matters entirely unrelated to the Debtors and their
estates. The Firm does not and will not represent any such entity in connection with these
pending Cases and does not have any relationship with any such entity, attorneys or
accountants that would be adverse to the Debtors or their estates. I believe that the Firm's
19
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 37 of 44
representation of such entities in matters entirely unrelated to the Debtors is not adverse to the
Debtors' interests, or the interests of their creditors or estates in respect of the matters for
which the Firm will be engaged, nor will such services impair the Firm's ability to represent
the Debtors in the ordinary course in these Cases.
The Firm's process of ascertaining what, if any, connection it may have with
any interest adverse to the Debtors, their estates or any class of creditors or equity interest
holders, consists of the following:
10. In the past year, the Firm has been paid $3830 by the Debtors in respect of
services rendered to the Debtors. In addition, the Firm has rendered services that have not yet
been billed or that have been billed but with respect to which payment has not yet been received.
The Firm is currently owed $1150 on account of such prepetition services.
11. In light of the foregoing, I believe that the Firm does not hold or represent any
interest materially adverse to the Debtors, their estates, creditors, or equity interest holders, as
identified to the Firm, with -respect to the matters in which the firm will be engaged.
12. Except as set forth herein, no promises have been received by the Firm or any
partner, associate or other professional thereof as to compensation in connection with these
Cases other than in accordance with the provisions of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware, and orders of this Court.
13. The Firm further states that it has not shared, nor agreed to share any
compensation received in connection with these Cases with another party or person, other than as
permitted by section 504(b) of the Bankruptcy Code and Bankruptcy Rule 2016.
14. The foregoing constitutes the statement of the Firm pursuant to sections 329 and
20
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 38 of 44
504 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2014 and 2016(b).
I declare under the penalties of perjury under the laws of the United States of America that the
foregoing is true and correct.
Sworn to before me this 20th, day of May, 2015
Notary =IIbis
(
@d
Name: Wang Chong \3 i ri
Address: China Patent iii (l I h.j ,(td 22/F., Great ': i1.{ eiitei 23 Harbour Road, Waiidiai, Hong Kong
21
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 39 of 44
r~
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 40 of 44
IN THE UNITED STATES BANKRUPTCY COURT h'OR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
Karmaloop, Inc., et al.,' ) Case No. 15-10634 (KJC:)
Debtors. ) (Jointly Administered)
Related Docket No. i5-10636 (KJC)
DI SCLOSURE AFFTD<1V1'[ OF ORDIN ARY COI?RSF PRO FESSIONAL
COUNTRY OF: BRAZIL
) so:
C:TTY OF: RIO DE:IANEIR0
1. i, Eduardo l\4. I\iachado, hereby declare that the following is true to the best of
my knowledge, information and belief:
?. I am a Senior Partner of Montaury Pintenta, Machado & Vieira de Mello (the
Firm") which maintains offices at Av. Almirante Barroso. 139, 7° andar, Centro, Rio do Janeiro
- RJ — Brasil, CEP 20.031-005.
3. This Affidavit is subrniited in connection with an order of the United Slates
Bankruptcy Court for the District of Delaware dated March 25, 2015, authorizing the above-
captioned debtors and debtors in possession (collectively, the " Debtors") to retain certain
professionals in the ordinary course of business during the pendency of the Debtors' chapter I I
cases (the
The Debtors and the last four digits of their respective federal taxpayer ide.nl.ilication numbers are as follows: Karmaloop, Inc. - 3934: Karmeicohl'1', Inc. 8230. The Debtors' address is 334 Boylston Street, Sufic 500, Boston, MA 02116.
IS
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 41 of 44
4. The Firm has represented and advised the Debtors as legal counsel with respect
to its trademark matters in Brazil, since April 2 nd 201 U.
5. The Debtors have requested, and the Firm has agreed, to continue to provide
services to the Debtors pursuant to section 327 of chapter 11 of title 11 of the United States Code
the "Bankruptcy Code") with respect to such matters. Additionally, the Debtors have requested,
and the Firm proposes to render, the following services to the Debtors: Trademark prosecution.
6. 'I he Fins current customary hourly rates, subject to change from time to time.
are $560.00. In the normal course of business, the Firm revises its regular hourly rates on
December of each year and requests that, effective Januar; of each yea, the nioremcntionc.d
rates be revised to the regular hourly rates which will be in effect at that time.
7. To the best of my knowledge, formed after due inquiry. neither I, the Firm,
nor any professional thereof has any connection with the Debtors or currently represents any.
of their creditors, other parties-in-interest, the Office of the United States Trustee or any
person employed by the Office of the United States Trustee with respect to the matters upon
which it is to be engaged, and the Firm does not, by reason of any direct or indirect
relationship to, connection with, or interest in the Debtors, hold or represent any interest
adverse to the Debtors, their estates or any class of creditors or equity interest holders.
S. In addition, although unascertainable at this time after due inquiry, by virtue
of the magnitude of the Debtors' potential universe of creditors and the Firm's clients ; the
Firm may have in the past represented, currently represent, and may in the future represent
entities that are claimants of the Debtors in matters entirely unrelated to the .Debtors and their
estates. The Firm does not and will not represent any such entity in connection with these
pending Cases and does not have any relationship with any such entity, attorneys or
19
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 42 of 44
accountants that would be adverse to the Debtors or their estates. I believe that the Firm's
representation of such entities in matters entirely unrelated to the Debtors is not adverse to the
Debtors' interests, or the interests of their creditors or estates in aspect of the matters for
which the Firm will be merged. nor will such services impair the Firm's ability to represent.
the Behtors in the ordinary course in these Cases.
'.~ . I lie Firm's process of ascertaining what. if any, connection it may have with
any interest adverse to the Debtors, their estates or any class of creditors or equity interest
holders, consists of the following:
1t)_ In the past year, the Firm has been paid $18,0h2.20 by the Debtors in respect of
services rendered to the Debtors. In addition, the Firm has rendered services that have not yet.
been billed or that have been billed but with respect to which payment has not vet been received.
The Firm is currently owed $173.60 on account of such prepetition services.
1 1. In ]fight of the foregoing. I believe that the Firm does not hold or represent any
interest materially adverse to the Debtors. their estates, creditors, or equity interest holders, as
identified to the Firm, with respect to the matters in which the firm will be engaged.
12. Except as set forth herein, no promises have been received by the Firm or airy
partner, associate or other professional thereof as to compensation in connection with these
Cases other than in accordance with the provisions of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware, and orders of this Court.
13. The Firm further states that it has not shared, nor agreed to share any
compensation received in connection with these Cases with another party or person, other than as
permitted by section 504(b) of the Bankruptcy Code and Bankruptcy Rule 2016.
2t)
Case 15-10635-MFW Doc 267-2 Filed 06/02/15 Page 43 of 44
14. The foregoing constitutes the statement of the Firm pursuant to sections 329 and
504 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2014 and 2016(b).
I declare under the penalties of perjury under the laws of the United States of America that the
foregoing is true and correct.
Sworn to before me this 271h. day of May, 2015
flr ; 1. -=-
Name: Eduardo M. Machado
Address: N.lontaury Pimenta, Machado & Vieira de Mello Av. ,Mmirante. Barroso. 139, 7 0 andac. Centro Rio de Janeiro - RJ — Brasil, CEP 20.031-005
21
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