Full text
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 1
Fill in this information to identify the case:
United States Bankruptcy Court for the:
District of Delaware
(State)
Case number (if known):
Chapter
11
☐ Check if this is an
amended filing
Official Form 201
Voluntary Petition for Non-Individuals Filing for
Bankruptcy
06/22
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the
case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is
available.
1.
Debtor’s Name
Vyaire Medical, Inc.
Kingston Respiratory 101 Corp
2.
All other names debtor used
in the last 8 years
Include any assumed names,
trade names, and doing
business as names
8
1
-
2
5
9
6
4
9
5
3.
Debtor’s federal Employer
Identification Number (EIN)
4.
Debtor’s address
Principal place of business
26125 N. Riverwoods Blvd.
Mailing address, if different from principal place
of business
Number
Street
Number
Street
Mettawa, Illinois 60045
P.O. Box
City
State
Zip Code
Lake County
City
State
Zip Code
Location of principal assets, if different from
principal place of business
Number
Street
County
City
State
Zip Code
5.
Debtor’s website (URL)
https://www.vyaire.com/
☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
☐ Partnership (excluding LLP)
6.
Type of debtor
☐ Other. Specify:
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 1 of 30
Debtor
Vyaire Medical, Inc.
Case number (if known)
Name
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 2
7.
Describe debtor’s business
A. Check One:
☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))
☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
☐ Railroad (as defined in 11 U.S.C. § 101(44))
☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))
☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))
☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))
☒ None of the above
B. Check all that apply:
☐ Tax-exempt entity (as described in 26 U.S.C. § 501)
☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
3391 (Medical Equipment and Supplies Manufacturing)
8.
Under which chapter of the
Bankruptcy Code is the
debtor filing?
A debtor who is a “small
business debtor” must check
the first sub- box. A debtor as
defined in § 1182(1) who
elects to proceed under
subchapter V of chapter 11
(whether or not the debtor is
a “small business debtor”)
must check the second sub-
box
Check One:
☐ Chapter 7
☐ Chapter 9
☒ Chapter 11. Check all that apply:
☐
The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its aggregate
noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than
$3,024,725. If this sub-box is selected, attach the most recent balance sheet, statement of
operations, cash-flow statement, and federal income tax return or if any of these documents do
not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).
☐
The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate noncontingent liquidated
debts (excluding debts owed to insiders or affiliates) are less than $7,500,000, and it chooses to
proceed under Subchapter V of Chapter 11. If this sub-box is selected, attach the most recent
balance sheet, statement of operations, cash-flow statement, and federal income tax return, or if
any of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).
☐
A plan is being filed with this petition.
☐
Acceptances of the plan were solicited prepetition from one or more classes of creditors, in
accordance with 11 U.S.C. § 1126(b).
☐
The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and
Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File
the Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11
(Official Form 201A) with this form.
☐
The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.
☐ Chapter 12
☒ No
☐ Yes.
District
When
MM/DD/YYYY
Case number
9.
Were prior bankruptcy cases
filed by or against the debtor
within the last 8 years?
If more than 2 cases, attach a
separate list.
District
When
MM/DD/YYYY
Case number
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 2 of 30
Debtor
Vyaire Medical, Inc.
Case number (if known)
Name
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 3
Relationship
Affiliate
☐ No
☒ Yes.
Debtor
See Rider 1
District
District of Delaware
06/09/2024
10. Are any bankruptcy cases
pending or being filed by a
business partner or an
affiliate of the debtor?
List all cases. If more than 1,
attach a separate list.
Case number, if known _______________________
When
MM / DD / YYYY
11. Why is the case filed in this
district?
Check all that apply:
☒
Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other district.
☐
A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.
12. Does the debtor own or have
possession of any real
property or personal property
that needs immediate
attention?
☒ No
☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.
Why does the property need immediate attention? (Check all that apply.)
☐
It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or
safety.
What is the hazard?
☐
It needs to be physically secured or protected from the weather.
☐
It includes perishable goods or assets that could quickly deteriorate or lose value without attention
(for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or
other options).
☐
Other
Where is the property?
Number
Street
City
State
Zip Code
Is the property insured?
☐ No
☐ Yes.
Insurance agency
Contact name
Phone
Statistical and administrative information
13. Debtor's estimation of
available funds
Check one:
☐ Funds will be available for distribution to unsecured creditors.
☒ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.
14. Estimated number of
creditors (on a
consolidated basis)
☐
1-49
☒
1,000-5,000
☐
25,001-50,000
☐
50-99
☐
5,001-10,000
☐
50,001-100,000
☐
100-199
☐
10,001-25,000
☐
More than 100,000
☐
200-999
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 3 of 30
Debtor
Vyaire Medical, Inc.
Case number (if known)
Name
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 4
15. Estimated assets (on a
consolidated basis)
☐
$0-$50,000
☐
$1,000,001-$10 million
☐
$500,000,001-$1 billion
☐
$50,001-$100,000
☐
$10,000,001-$50 million
☐
$1,000,000,001-$10 billion
☐
$100,001-$500,000
☐
$50,000,001-$100 million
☐
$10,000,000,001-$50 billion
☐
$500,001-$1 million
☒
$100,000,001-$500 million
☐
More than $50 billion
16. Estimated liabilities (on
a consolidated basis)
☐
$0-$50,000
☐
$1,000,001-$10 million
☒$500,000,001-$1 billion
☐
$50,001-$100,000
☐
$10,000,001-$50 million
☐$1,000,000,001-$10 billion
☐
$100,001-$500,000
☐
$50,000,001-$100 million
☐$10,000,000,001-$50 billion
☐
$500,001-$1 million
☐
$100,000,001-$500 million
☐More than $50 billion
Request for Relief, Declaration, and Signatures
WARNING --
Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17. Declaration and signature of
authorized representative of
debtor
The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
petition.
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on
06/09/2024
MM/ DD / YYYY
/s/ John Bibb
John Bibb
Signature of authorized representative of debtor
Printed name
Title
Chief Executive Officer
18. Signature of attorney
/s/ Patrick J. Reilley
Date
06/09/2024
Signature of attorney for debtor
MM/DD/YYYY
Patrick J. Reilley
Printed name
Cole Schotz P.C.
Firm name
500 Delaware Avenue, Suite 1410
Number
Street
Wilmington
Delaware
19801
City
(302) 652.3131
State
ZIP Code
preilley@coleschotz.com
Contact phone
4451
Delaware
Email address
Bar number
State
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 4 of 30
Fill in this information to identify the case:
United States Bankruptcy Court for the:
District of Delaware
(State)
Case number (if known):
Chapter
11
☐ Check if this is an
amended filing
Rider 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor
On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in the United
States Bankruptcy Court for the District of Delaware for relief under chapter 11 of title 11 of the United States Code.
The Debtors have moved for joint administration of these cases under the case number assigned to the chapter 11
case of Vyaire Medical, Inc.
•
Vyaire Medical, Inc.
•
Bird Products Corporation
•
Breathe US Holdco, Inc.
•
Breathe US Holdings LP
•
EME Medical, Inc.
•
Revolutionary Medical Devices, Inc.
•
SensorMedics Corporation
•
VIASYS Holdings Inc.
•
VM Finance Sub, LLC
•
Vyaire Company
•
Vyaire Finance B.V.
•
Vyaire Financial Holdings LLC
•
Vyaire Holding Company
•
Vyaire Medical 202, Inc.
•
Vyaire Medical 203, Inc.
•
Vyaire Medical 205, Inc.
•
Vyaire Medical 206, Inc.
•
Vyaire Medical 211, Inc.
•
Vyaire Medical BR LLC
•
Vyaire Medical Capital LLC
•
Vyaire Medical Consumables LLC
•
Vyaire Medical International LLC
•
Vyaire Medical LLC
•
Vyaire Medical Payroll LLC
•
Vyaire Receivables LLC
•
Vyaire Respiratory Diagnostics LLC
•
Vyaire TSR MidCo, LLC
Vyaire TSR Sub, LLC
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 5 of 30
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
VYAIRE MEDICAL, INC.,
)
Case No. 24-___________(___)
)
Debtor.
)
)
LIST OF EQUITY SECURITY HOLDERS1
Equity Holder
Address of Equity Holder
Percentage of Equity Held
Vyaire Company
26125 N. Riverwoods Blvd.
Mettawa, Illinois 60045
100%
1
This list serves as the disclosure required to be made by the debtor pursuant to Rule 1007 of the
Federal Rules of Bankruptcy Procedure. All equity positions listed indicate the record holder of such
equity as of the date of commencement of the chapter 11 case.
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 6 of 30
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
VYAIRE MEDICAL, INC.,
)
Case No. 24-___________(___)
)
Debtor.
)
)
CORPORATE OWNERSHIP STATEMENT
Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the
following are corporations, other than a government unit, that directly or indirectly own 10% or more of any
class of the debtor’s equity interest:
Shareholder
Approximate Percentage of Shares Held
Vyaire Company
100%
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 7 of 30
Official Form 204
List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders
Page 1
I was
☐ Check if this is an amended
filing
Official Form 204
Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders1
12/15
A list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include
claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting
from inadequate collateral value places the creditor among the holders of the 30 largest unsecured claims.
Name of creditor and complete mailing
address, including zip code
Name, telephone number, and email
address of creditor contact
Nature of the
claim (for
example, trade
debts, bank
loans,
professional
services, and
government
contracts)
Indicate if claim
is contingent,
unliquidated, or
disputed
Amount of unsecured claim
If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
secured, fill in total claim amount and
deduction for value of collateral or setoff to
calculate unsecured claim.
Total
claim,
if
partiall
y
secure
d
Deduction
for value
of
collateral
or setoff
Unsecured
claim
1
SUNMED GROUP HOLDINGS LLC
C/O AIRLIFE
2710 NORTHRIDGE DR NW, STE 1
GRAND RAPIDS, MI 49544-9112
Attn: General Counsel
(800) 433-2797
info@myairlife.com
Trade Debt
$3,107,509
2
AUGUSTA HITECH SOFT
SOLUTIONS LLC
5465 LEGACY DR, STE 650
PLANO, TX 75024-4171
Attn: General Counsel
(866) 962-1010
sales.info@augustahitech.com
Trade Debt
$1,704,669
3
ZENSAR TECHNOLOGIES INC
55 W MONROE ST, STE 1200
CHICAGO, IL 60603-5127
Attn: General Counsel
(312) 265-6772
connect@zensar.com
Trade Debt
$1,647,305
4
COGNIZANT TECHNOLOGY
SOLUTIONS US CORP
500 FRANK W BURR BLVD
TEANECK, NJ 07666-6804
Attn: General Counsel
(201) 801-0233
inquiry@cognizant.com
Professional
Services
$1,491,234
5
AEROTEK INC
7301 PARKWAY DRIVE SOUTH
HANOVER, MARYLAND, 21076
Attn: General Counsel
(866) 466-0420
Mperalta@aerotek.com
Contingent
Labor
$979,957
6
AMAZON WEB SERVICES INC
410 TERRY AVE N
SEATTLE, WA 98109-5210
David Zapolsky
(877) 252-0770
zapolsky@amazon.com
Trade Debt
$808,538
7
TICIC SUB LLC
C/O THE IRVINE CO LLC
P.O. BOX 847013
LOS ANGELES, CA 90084-7013
Attn: General Counsel
(949) 398-8930
JMaxwell@irvinecompany.com
Rent
$632,310
8
PRESIDIO HOLDINGS INC
C/O PRESIDIO NETWORKED
SOLUTIONS GROUP
12100 SUNSET HILLS RD, STE 300
RESTON, VA 20190-3295
Attn: General Counsel
(800) 931-3366
elliotbrecher@presidio.com
Trade Debt
$609,177
1
On a consolidated basis. The information herein shall not constitute an admission of liability by, nor is it binding on, and Debtors with
respect to all or any portion of the claims listed below. Moreover, nothing herein shall affect any Debtor’s right to challenge the amount
or characterization of any claim at a later date.
Fill in this information to identify the case:
Debtor name:
Vyaire Medical, Inc., et al.
United States Bankruptcy Court for the ___District of Delaware
(State)
Case number (If known):
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 8 of 30
Official Form 204
List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders
Page 2
Name of creditor and complete mailing
address, including zip code
Name, telephone number, and email
address of creditor contact
Nature of the
claim (for
example, trade
debts, bank
loans,
professional
services, and
government
contracts)
Indicate if claim
is contingent,
unliquidated, or
disputed
Amount of unsecured claim
If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
secured, fill in total claim amount and
deduction for value of collateral or setoff to
calculate unsecured claim.
Total
claim,
if
partiall
y
secure
d
Deduction
for value
of
collateral
or setoff
Unsecured
claim
9
FLEXIM US CORP
1550 MADRUGA AVE, STE 500
CORAL GABLES, FL 33146-3048
Attn: General Manager
(305) 260-4600
jobrien@flexim.com
Trade Debt
$459,158
10
VIZIENT INC
290 E JOHN CARPENTER FWY
IRVING, TX 75062
Attn: General Counsel
(800) 842-5146
vizientsupport@vizientinc.com
Trade Debt
$381,709
11
ITD CORPORATION
2200 TOUCHPOINT
ODESSA, FL 33556
Attn: BILL MILLER
(800) 947-3901
salesusa@itd-cart.com
Trade Debt
$371,565
12
DLC INC.
20750 VENTURA BLVD, STE 300
WOODLAND HILLS, CA 91364-
6236
Attn: Human Capital
888.957.3400
svigeland@dlcinc.com
Contingent
Labor
$367,018
13
LINKLATERS LLP
TAUNUSANLAGE 8
FRANKFURT AM MAIN, 60329
GERMANY
Attn: General Counsel
(+49) 69 71003-0
Michael.bennett@linklaters.com
Professional
Services
$363,703
14
JABIL CIRCUIT (SHANGHAI) LTD.
NO 600 TIAN LIN RD
SHANGHAI, 200233
CHINA
Attn: President – Americas
727-577-9749
Bill_peters@jabil.com
Trade Debt
$342,278
15
VINCENT MEDICAL
FLAT B2/C2 7/F
HUNG HOM, KOWOLOON, HK
HONG KONG
Attn: Chief Executive Officer
+852 2365 5688
Raymond@vincentmedical.com
Trade Debt
$333,837
16
RESTRUCTURING PARTNERS &
ASSOCIATES LLC
1 ROCKEFELLER PLZ, 10TH FL
NEW YORK, NY 10020
Attn: Ned Kleinschmidt
212.618.6379
nkleinschmidt@rpaadvisors.com
Professional
Services
$319,806
17
DELL REALTY COMPANY
5215 OLD ORCHARD RD
SKOKIE, IL 60077-1035
Attn: President
(847) 966-9669
Jack.faintuch@dell.com
Trade Debt
$285,633
18
SALESFORCE.COM INC
1 MARKET ST, STE 300
SAN FRANCISCO, CA 94105-1315
Attn: Chief Legal Officer
1-800-664-9073
Sabastian.Niles@salesforce.com
Trade Debt
$267,052
19
WORKDAY INC
6110 STONERIDGE MALL RD
PLEASANTON, CA 94588-3260
Attn: Legal Counsel
925-951-9522
Michael.magaro@workday.com
Trade Debt
$253,000
20
HAYNES AND BOONE LLP
2801 N HARWOOD ST
DALLAS, TX 75201-1574
Sakina Rasheed Foster
214-651-5000
sakina.foster@haynesboone.com
Professional
Services
$251,804
21
ARYAKA NETWORKS INC
P.O. BOX 610307
SAN JOSE, CA 95161-0307
Attn: General Counsel
1-888-692-7925
support@aryaka.com
Trade Debt
$237,726
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 9 of 30
Official Form 204
List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders
Page 3
Name of creditor and complete mailing
address, including zip code
Name, telephone number, and email
address of creditor contact
Nature of the
claim (for
example, trade
debts, bank
loans,
professional
services, and
government
contracts)
Indicate if claim
is contingent,
unliquidated, or
disputed
Amount of unsecured claim
If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
secured, fill in total claim amount and
deduction for value of collateral or setoff to
calculate unsecured claim.
Total
claim,
if
partiall
y
secure
d
Deduction
for value
of
collateral
or setoff
Unsecured
claim
22
BDO USA LLP
5300 PATTERSON AVE SE, STE
100
GRAND RAPIDS, MI 49512-9626
Attn: Chief Executive Officer
+1 616-575-423
wberson@bdo.com
Professional
Services
$223,318
23
CONNEXIO HEALTH LLC
29 INDUSTRIAL PARK DR
BINGHAMTON, NY 13904-3201
Attn: General Manager
(315) 335-0004
kkellam@mmcglobal.com
Contingent
Labor
$214,876
24
DELL MARKETING LP
P.O. BOX 676021
DALLAS, TX 75267-6021
Attn: General Counsel
877-275-3355
Geraldine.tunnell@dell.com
Trade Debt
$213,682
25
THE ALEXANDER GROUP
8155 E INDIAN BEND RD, STE 111
SCOTTSDALE, AZ 85250-4827
Attn: Controller
(480) 444-5600
ewalsmann@alexandergroup.com
Professional
Services
$212,750
26
ASSUREDPARTNERS CAPITAL
INC
200 INTERNATIONAL CIR, STE
4500
COCKEYSVILLE, MD 21030-1338
Attn: Chief Legal Officer
(239) 649-1444
Stan.kinnett@assuredpartners.com
Trade Debt
$208,939
27
CEVA INTERNATIONAL INC
15350 VICKERY DR
HOUSTON, TX 77032
Nola Kupu
(908) 735-7988
Nola.kupu@cevalogistics.com
Trade Debt
$203,432
28
DATA MODUL INC
275 MARCUS BLVD
HAUPPAUGE, NY 11788
Carolyn Zatwanicki
(631) 951-0800
czatwarnicki@data-modul.com
Trade Debt
$203,183
29
ADVANCED PRINTING
649 S B ST
TUSTIN, CA 92780-4317
Martin Jackson
(714) 573-0993
advprint@pacbell.net
Trade Debt
$198,035
30
REAL STAFFING GROUP
2 HOUSTON CTR
909 FANNIN, STE P-350
HOUSTON, TX 77010
Devin Elliott
(713) 423-1672
d.elliott@realstaffing.com
Contingent
Labor
$189,502
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 10 of 30
Fill in this information to identify the case and this filing:
Debtor Name
Vyaire Medical, Inc.
United States Bankruptcy Court for the:
District of Delaware
(State)
Case number (If known):
Official Form 202
Declaration Under Penalty of Perjury for Non-Individual Debtors
12/15
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and
submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in
the document, and any amendments of those documents. This form must state the individual’s position or relationship to the
debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property
by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18
U.S.C. §§ 152, 1341, 1519, and 3571.
Declaration and signature
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the
partnership; or another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true
and correct:
☐
Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)
☐
Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
☐
Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
☐
Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
☐
Schedule H: Codebtors (Official Form 206H)
☐
Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
☐
Amended Schedule
☒
Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders
(Official Form 204)
☒
Other document that requires a declaration List of Equity Security Holders and Corporate Ownership Statement,
I declare under penalty of perjury that the foregoing is true and correct.
Executed on
06/09/2024
/s/ John Bibb
MM/ DD/YYYY
Signature of individual signing on behalf of debtor
John Bibb
Printed name
Chief Executive Officer
Position or relationship to debtor
Official Form 202
Declaration Under Penalty of Perjury for Non-Individual Debtors
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 11 of 30
OMNIBUS UNANIMOUS WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING
OF THE GOVERNING BODIES
June 9, 2024
After due deliberation, the undersigned, being the (i) board of directors of each entity listed
on Schedules 1-3, attached hereto, (ii) sole member of each entity listed on Schedules 4-7 attached
hereto, and (iii) general partner of the entity listed on Schedule 8 attached hereto (the entities
identified on Schedules 1-8, the “Companies” and, each, a “Company” or a “Filing Entity”) (the
board of directors, sole member, or general partner of each Company, collectively, the “Governing
Bodies” and, each, a “Governing Body”), hereby take the following actions and adopt the
following resolutions by unanimous written consent, in lieu of a special meeting of each Governing
Body, as applicable, pursuant to such Company’s limited liability company agreement, bylaws, or
limited partnership agreement, as applicable (the “Governing Agreement”), and the respective
laws of the state of formation of each such Company:
CHAPTER 11 FILING
WHEREAS, the Governing Body of each Company has considered (a) presentations by
such Company’s management team (the “Management”) and financial and legal advisors
(collectively, the “Advisors”) regarding the liabilities and liquidity of such Company, the strategic
alternatives available to it, and the effect of the foregoing on each Company’s business, (b) the
information and advice previously provided to and reviewed by each such Governing Body, and
(c) the related matters reported on at meetings of each such Governing Body on and before the
date hereof; and
WHEREAS, the Governing Body of each Company has had the opportunity to consult
with Management and the Advisors and has fully considered each of the strategic alternatives
available to each Company.
NOW, THEREFORE, BE IT:
RESOLVED, that in the business judgment of the Governing Body of each Company, it
is desirable and in the best interests of such Company (including consideration of its creditors and
other parties in interest) that such Company shall be, and hereby is, in all respects, authorized to
file, or cause to be filed, a voluntary petition (a “Bankruptcy Petition”) for relief commencing a
case (the “Chapter 11 Cases”) under the provisions of chapter 11 of title 11 of the United States
Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court
for the District of Delaware (the “Bankruptcy Court”) or other court of competent jurisdiction;
and
RESOLVED, that any of the Chief Executive Officer, President, Chief Financial Officer,
any Executive Vice President, General Counsel, and Secretary or any other duly-appointed officer
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 12 of 30
2
of each Company (collectively, the “Authorized Signatories”), acting alone or with one or more
other Authorized Signatories be, and they hereby are, authorized, empowered, and directed to
execute and file on behalf of such Company all petitions, schedules, lists, and other motions,
papers, or documents, and to take any and all action that they deem necessary or proper to obtain
such relief, including, without limitation, any action necessary to maintain the ordinary course
operation of such Company’s business.
RETENTION OF PROFESSIONALS
RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized
and directed to employ (a) the law firm of Kirkland & Ellis LLP and Kirkland & Ellis
International LLP (together, “Kirkland”), as restructuring counsel, (b) the law firm of Cole
Schotz P.C. (“Cole Schotz”), as restructuring co˗counsel, local counsel, and, to the extent
necessary, conflicts counsel, (c) AlixPartners, LLP (“AlixPartners”), as financial advisor, (d) PJT
Partners, LP (“PJT”), as investment banker, (e) Omni Agent Solutions (“Omni”), as notice and
claims agent and administrative advisor, and (f) any other legal counsel, accountant, financial
advisor, restructuring advisor, or other professional the Authorized Signatories deem necessary,
appropriate, or advisable to retain (together with Kirkland, Cole Schotz, AlixPartners, PJT, and
Omni, the “Retained Professionals”) in each case, to represent and assist each Company in carrying
out its duties under the Bankruptcy Code, and to take any and all actions to advance such
Company’s rights and obligations, including filing any motions, objections, replies, applications,
or pleadings; and in connection therewith, each of the Authorized Signatories, with power of
delegation, is hereby authorized and directed to execute appropriate retention agreements, pay
appropriate retainers, and to cause to be filed an appropriate application for authority to retain the
services of each of the Retained Professionals;
RESOLVED, that each of the Authorized Signatories be, and they hereby are, with power
of delegation, authorized, empowered, and directed to execute and file all petitions, schedules,
motions, lists, applications, pleadings, and other papers and, in connection therewith, to employ
and retain all assistance by legal counsel, accountants, financial advisors, and other professionals
and to take and perform any and all further acts and deeds that each of the Authorized Signatories
deem necessary, proper, or desirable in connection with each Company’s Chapter 11 Case, with a
view to the successful prosecution of such case.
CASH COLLATERAL, DEBTOR-IN-POSSESSION FINANCING, AND ADEQUATE
PROTECTION
RESOLVED, that the Filing Entities will obtain benefits from (a) the use of collateral,
including cash collateral, as that term is defined in section 363(a) of the Bankruptcy Code
(the “Cash Collateral”), which is security for certain prepetition secured lenders party to (i) that
certain First Lien Credit Agreement, dated as of April 16, 2018 (as amended, restated, amended
and restated, supplemented or otherwise modified prior to the date hereof, the “1L Credit
Agreement”), among Vyaire Company, a Delaware corporation, as holdings, Vyaire Medical, Inc.,
a Delaware corporation, as U.S. borrower, Vyaire Finance, B.V., a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of
the Netherlands, as Dutch borrower, Wilmington Trust, National Association, as administrative
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 13 of 30
3
agent and collateral agent (the “1L Agent”) and each Lender from time to time party thereto
(collectively, the “1L Lenders”), (ii) that certain Second Lien Credit Agreement dated as of
April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified
prior to the date hereof, the “2L Credit Agreement”), among Vyaire Company, a Delaware
corporation, as holdings, Vyaire Medical, Inc., a Delaware corporation, as U.S. borrower, Vyaire
Finance, B.V., a private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of the Netherlands, as Dutch borrower,
Wilmington Trust, National Association, as administrative agent and collateral agent
(the “2L Agent”) and each Lender from time to time party thereto (collectively, the “2L Lenders”)
and (iii) that certain Note Purchase Agreement dated as of May 3, 2019 (as amended, restated,
amended and restated, supplemented or otherwise modified prior to the date hereof, the “Note
Purchase Agreement”), among Vyaire Company, a Delaware corporation, as holdings, Vyaire
Medical, Inc., a Delaware corporation, as U.S. issuer, Vyaire Finance, B.V., a private limited
liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of the Netherlands, as Dutch issuer, Wilmington Trust, National Association, as notes agent
and collateral agent (the “NPA Agent” and, together with the 1L Agent and the 2L Agent,
generally, the “Agent”) and each Purchaser from time to time party thereto (the “NPA Purchasers”
and, together with the 1L Lenders and the 2L Lenders, the “Secured Lenders”), (b) the incurrence
of debtor-in-possession financing obligations (the “New Money DIP Financing”), and (c) a roll-up
facility, representing a roll-up of the obligations under the 1L Credit Agreement (the “Roll-Up DIP
Facility” and together with the New Money DIP Facility, the “DIP Facility”);
RESOLVED, that in order to use and obtain the benefits of (a) the DIP Financing and
(b) the Cash Collateral, and in accordance with section 363 of the Bankruptcy Code, the Filing
Entities will provide certain liens, claims, and adequate protection to the Secured Lenders
(the “Adequate Protection Obligations”), as documented in a proposed order in interim and final
form (the “DIP Order”) and submitted for approval to the Bankruptcy Court;
RESOLVED, that the form, terms, and provisions of the DIP Order to which the Filing
Entities are or will be subject, and the actions and transactions contemplated thereby be, and hereby
are authorized, adopted, and approved, and each of the Authorized Signatories of the Filing Entities
be, and hereby is, authorized and empowered, in the name of and on behalf of the Filing Entities,
to take such actions and negotiate or cause to be prepared and negotiated and to execute, deliver,
perform, and cause the performance of, the DIP Order, and such other agreements, certificates,
instruments, receipts, petitions, motions, or other papers or documents to which the Filing Entities
is or will be a party, including, but not limited to, any security and pledge agreement or guaranty
agreement (collectively with the DIP Order, the “DIP Documents”), incur and pay or cause to be
paid all fees and expenses and engage such persons, in each case, on the terms or substantially on
the terms submitted to each Governing Body, with such changes, additions, and modifications
thereto as the officers of the Filing Entities executing the same shall approve, such approval to be
conclusively evidenced by such officers’ execution and delivery thereof;
RESOLVED, that the Filing Entities, as debtors and debtors in possession under the
Bankruptcy Code be, and hereby are, authorized to incur the Adequate Protection Obligations and
to undertake any and all related transactions on substantially the same terms as contemplated under
the DIP Documents (collectively, the “DIP Transactions”), including granting liens on its assets to
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 14 of 30
4
secure such obligations;
RESOLVED, that the Authorized Signatories of the Filing Entities be, and they hereby
are, authorized and directed, and each of them acting alone hereby is, authorized, directed, and
empowered in the name of, and on behalf of, the Filing Entities, as debtor and debtor in possession,
to take such actions as in their discretion is determined to be necessary, desirable, or appropriate
and execute the DIP Transactions, including delivery of: (a) the DIP Documents and such
agreements, certificates, instruments, guaranties, notices, and any and all other documents,
including, without limitation, any amendments to any DIP Documents (collectively,
the “DIP Financing Documents”); (b) such other instruments, certificates, notices, assignments,
and documents as may be reasonably requested by the Agent; and (c) such forms of deposit,
account control agreements, officer’s certificates, and compliance certificates as may be required
by the DIP Documents or any other DIP Financing Document;
RESOLVED, that each of the Authorized Signatories of the Filing Entities be, and hereby
are, authorized, directed, and empowered in the name of, and on behalf of, the Filing Entities to
file or to authorize the Agent to file any Uniform Commercial Code (the “UCC”) financing
statements, any other equivalent filings, any intellectual property filings and recordation and any
necessary assignments for security or other documents in the name of the Filing Entities that the
Agent deems necessary or appropriate to perfect any lien or security interest granted under the DIP
Order, including any such UCC financing statement containing a generic description of collateral,
such as “all assets,” “all property now or hereafter acquired” and other similar descriptions of like
import, and to execute and deliver, and to record or authorize the recording of, such mortgages and
deeds of trust in respect of real property of the Filing Entities and such other filings in respect of
intellectual and other property of the Filing Entities, in each case as the Agent may reasonably
request to perfect the security interests of the Agent under the DIP Order; and
RESOLVED, that each of the Authorized Signatories of the Filing Entities be, and hereby
are, authorized, directed, and empowered in the name of, and on behalf of, the Filing Entities to
take all such further actions, including, without limitation, to pay or approve the payment of all
fees and expenses payable in connection with the DIP Transactions and all fees and expenses
incurred by or on behalf of the Filing Entities in connection with the foregoing resolutions, in
accordance with the terms of the DIP Financing Documents, which shall in their sole judgment be
necessary, proper, or advisable to perform the Filing Entities’ obligations under or in connection
with the DIP Order or any of the other DIP Financing Documents and the transactions
contemplated therein and to carry out fully the intent of the foregoing resolutions.
APPROVAL
OF
THE
RESTRUCTURING
SUPPORT
AGREEMENT
AND
RESTRUCTURING MATTERS
WHEREAS, the Governing Body of each Company has reviewed and considered certain
materials presented by, or on behalf of, Management and the Advisors regarding that certain
restructuring support agreement (as may be amended, supplemented, or modified from time to
time, the “Restructuring Support Agreement”) and certain materials including, but not limited to,
materials regarding the liabilities, obligations and liquidity of the Companies, the strategic and
financial alternatives available to the Companies, and the impact of the foregoing on the
Companies’ businesses and operations and the businesses and operations of the Companies’
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 15 of 30
5
affiliates;
WHEREAS, the Restructuring Support Agreement contemplates that each of the
Companies will, among other things, file a Bankruptcy Petition;
WHEREAS, each Governing Body has reviewed and considered presentations by
Management and the Advisors regarding the advantages and disadvantages of the debtor-in-
possession financing facility and other transactions contemplated in the Restructuring Support
Agreement;
WHEREAS, each Governing Body has also reviewed, evaluated and considered drafts of
the Restructuring Support Agreement presented to each such Governing Body;
WHEREAS, each Governing Body has had adequate opportunity to consult with
Management and Advisors regarding the materials and documentation presented, to obtain
additional information, and to fully consider each of the strategic alternatives available to the
Companies; and
WHEREAS, each Governing Body has determined that the following resolutions and the
actions, transactions and documentation contemplated thereby are advisable and in the best
interests of the Companies, their interest holders, their subsidiaries, their creditors, and the other
parties in interest that the Companies, their subsidiaries, and the other parties thereto.
NOW, THEREFORE, BE IT HEREBY
RESOLVED, that the Governing Body of each Company has considered its fiduciary
duties under applicable law in exercising its powers and discharging its duties, to act honestly and
in good faith with a view to the best interests of such Company as a whole, and to exercise the care,
diligence, and skill that a reasonably prudent person would exercise in comparable circumstances;
RESOLVED, that in the judgment of the Governing Body of each Company, it is desirable
and in the best interests of such Company, its creditors and the other parties in interest that such
Company shall be, and hereby is, in all respects approved and authorized to file, or cause to be
filed, a Bankruptcy Petition under the provisions of chapter 11 of the Bankruptcy Code (including
all matters contemplated by the Restructuring Support Agreement and the postpetition credit
facility memorialized by the DIP Financing Agreement and any of the other DIP Loan Documents
(the “DIP Financing”), including any auction, sales process, merger, business combination,
reorganization, recapitalization, asset sale, equity sale or other fundamental transaction
contemplated thereby, collectively, the “Restructuring Matters”) in the Bankruptcy Court for the
Companies; and, in accordance with the requirements of the Governing Agreements and applicable
law, hereby consent to, authorize, approve, confirm and ratify all actions in connection with, the
filing of the respective Bankruptcy Petition;
RESOLVED, that any of the Authorized Signatories (acting at the direction of each
Governing Body or in a good faith manner consistent with its recommendations), each acting
individually and with full power of substitution be, and hereby is, authorized and approved to
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 16 of 30
6
execute and file on behalf of the Companies all agreements, certificates, instruments, powers of
attorneys, letters, forms, deeds, mortgages, resolutions, consents, petitions, schedules, lists, and
other motions, papers, materials or documents, and to take any and all action that such Authorized
Signatory deems necessary or proper to obtain such relief, including, but not limited to, any action
necessary or proper to maintain the ordinary course operations of the Companies;
RESOLVED, that in the judgment of the Governing Body of each Company, it is desirable
and in the best interests of such Company, its creditors and the other parties in interest that each
such Company and the other parties thereto enter into the Restructuring Support Agreement
(substantially in the form presented to each Governing Body, with such changes as approved by
one or more Authorized Signatories, such approval to be conclusively established by such
Authorized Signatory’s execution and delivery or taking thereof) and that the Companies’
performance of its obligations under the Restructuring Support Agreement be and hereby is, in all
respects, authorized, approved, confirmed and ratified;
RESOLVED, that in the judgment of the Governing Body of each Company, it is desirable
and in the best interests of such Company, its creditors and the other parties in interest, that the
Authorized Signatories, acting individually and with full power of substitution, be, and hereby is,
authorized, approved, empowered and directed, to take all actions (including, without limitation,
to negotiate and execute any agreements, documents, or certificates) necessary to undertake and
enter into the Restructuring Support Agreement (including the DIP Financing) and to consummate
the transactions contemplated thereby, including without limitation, the negotiation and
documentation of the Restructuring Matters, the incurrence of indebtedness, assumption of
obligations, rejection of obligations, sale of the Companies, sale of equity or assets, merger,
liquidation, or other transactions contemplated thereby) and all exhibits, schedules, attachments,
and ancillary documents or agreements related thereto (each in the form and upon the terms as
such Authorized Signatory may approve, such approval to be conclusively established by such
Authorized Signatory's execution and delivery or taking thereof), and that such Companies’ entry
into and performance of its obligations in respect thereof, is, in all respects, authorized, approved,
confirmed and ratified;
RESOLVED, that each of the Authorized Signatories, acting individually and with full
power of substitution, be, and hereby is, authorized, approved, empowered and directed, together
with the Advisors, to file all other documents deemed necessary to support the Restructuring
Matters, including, but not limited to, any amendments to and modifications of any documents
deemed necessary; and
RESOLVED, that each of the Authorized Signatories, acting individually and with full
power of substitution, be, and hereby is, authorized, approved, empowered and directed, to take or
cause to be taken any and all such other and further action, and to execute, acknowledge, deliver,
and file any and all such instruments as each, in his or her discretion, may deem necessary or
advisable in order to consummate the Restructuring Matters, if confirmed by the Bankruptcy
Court, and all transactions contemplated by the Restructuring Support Agreement (including,
without limitation, the incurrence of indebtedness, rejection of obligations, sale of the Companies,
sale or equity or assets, merger liquidation, or other transactions that may be in furtherance of the
Restructuring Matters).
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 17 of 30
7
GENERAL
RESOLVED, that in addition to the specific authorizations heretofore conferred upon the
Authorized Signatories, each of the Authorized Signatories (and their designees and delegates) be,
and they hereby are, individually authorized and empowered, in the name of and on behalf of each
Company, to take or cause to be taken any and all such other and further action, and to execute,
acknowledge, deliver, and file any and all such agreements, certificates, instruments, and other
documents and to pay all expenses, including but not limited to filing fees, in each case as in such
Authorized Signatory’s judgment, shall be necessary, advisable, convenient, or desirable in order
to fully carry out the intent and accomplish the purposes of the resolutions adopted herein;
RESOLVED, that the Governing Body of each Company has received sufficient notice of the
actions and transactions relating to the matters contemplated by the foregoing resolutions, as may
be required by the Governing Agreement of each Company, or hereby waive any right to have
received such notice;
RESOLVED, that all acts, actions, and transactions relating to the matters contemplated
by the foregoing resolutions done in the name of and on behalf of each Company, which acts would
have been approved by the foregoing resolutions except that such acts were taken before the
adoption of these resolutions, are hereby in all respects approved and ratified as the true acts and
deeds of each Company with the same force and effect as if each such act, transaction, agreement,
or certificate has been specifically authorized in advance by resolution of each Governing Body;
and
RESOLVED, that each of the Authorized Signatories (and their designees and delegates)
be, and hereby is, authorized and empowered to take all actions or to not take any action in the
name of each Company with respect to the transactions contemplated by these resolutions
hereunder, as such Authorized Signatory shall deem necessary or desirable in such Authorized
Signatory’s reasonable business judgment as may be necessary or convenient to effectuate the
purposes of the transactions contemplated herein
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 18 of 30
SCHEDULE 1
Company
Jurisdiction
1.
Vyaire Company
Delaware
2.
Vyaire Medical 202, Inc.
Delaware
3.
Revolutionary Medical Devices, Inc.
Arizona
4.
Bird Products Corporation
California
5.
Vyaire Medical 203, Inc.
Delaware
6.
Vyaire Medical 205, Inc.
Illinois
7.
Vyaire Medical 206, Inc.
Delaware
8.
Vyaire Medical 211, Inc.
Delaware
9.
EME Medical, Inc.
Delaware
10.
SensorMedics Corporation
California
11.
VIASYS Holdings Inc.
Delaware
12.
Breathe US Holdco Inc.
Delaware
SCHEDULE 2
Company
Jurisdiction
1.
Vyaire Finance B.V.
Netherlands
SCHEDULE 3
SCHEDULE 4
SCHEDULE 5
Company
Jurisdiction
1.
Vyaire Medical LLC
Delaware
2.
Vyaire Financial Holdings LLC
Delaware
3.
Vyaire TSR Sub, LLC
Delaware
4.
Vyaire TSR MidCo, LLC
Delaware
Company
Jurisdiction
1.
Vyaire Medical, Inc.
Delaware
Company
Jurisdiction
1.
Vyaire Receivables LLC
Delaware
2.
VM Finance Sub, LLC
Delaware
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 19 of 30
SCHEDULE 6
SCHEDULE 7
Company
Jurisdiction
1.
Vyaire Respiratory Diagnostics LLC
Delaware
SCHEDULE 8
Company
Jurisdiction
1.
Vyaire Medical BR LLC
Delaware
2.
Vyaire Medical Capital LLC
Delaware
3.
Vyaire Medical Consumables LLC
Delaware
4.
Vyaire Medical International LLC
Delaware
5.
Vyaire Medical Payroll LLC
Delaware
Company
Jurisdiction
1.
Breathe US Holdings LP
Delaware
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 20 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Vikram Bajaj
BEING ALL OF THE MEMBERS OF
THE BOARD OF DIRECTORS OF
EACH OF THE COMPANIES LISTED
ON SCHEDULE 1
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 21 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Rachel Lisenby
Gijsbert van Kampen
BEING ALL OF THE MEMBERS OF
THE BOARD OF DIRECTORS OF THE
COMPANY LISTED ON SCHEDULE 2
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 22 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Rachel Lisenby
Gijsbert van Kampen
BEING ALL OF THE MEMBERS OF
THE BOARD OF DIRECTORS OF THE
COMPANY LISTED ON SCHEDULE 2
DocuSign Envelope ID: 666DA2E4-8089-4F12-A6A6-A6DA45906C2B
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 23 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Vikram Bajaj
John Bibb
BEING ALL OF THE MEMBERS OF
THE BOARD OF DIRECTORS OF THE
COMPANY LISTED ON SCHEDULE 3
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 24 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Vikram Bajaj
John Bibb
BEING ALL OF THE MEMBERS OF
THE BOARD OF DIRECTORS OF THE
COMPANY LISTED ON SCHEDULE 3
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 25 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Rachel Lisenby
VYAIRE
FINANCIAL
HOLDINGS
LLC, BEING THE SOLE MEMBER
AND
MANAGER
OF
THE
COMPANIES LISTED ON SCHEDULE 4
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 26 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Vikram Bajaj
VYAIRE
MEDICAL,
INC.,
BEING
THE
SOLE
MEMBER
AND
THE
MANAGER OF
EACH
OF
THE
COMPANIES LISTED ON SCHEDULE 5
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 27 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Vikram Bajaj
VYAIRE MEDICAL LLC, BEING THE
SOLE MEMBER AND THE MANAGER
OF EACH THE COMPANIES LISTED ON
SCHEDULE 6
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 28 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Vikram Bajaj
VYAIRE MEDICAL 211, INC., BEING
THE
SOLE
MEMBER
AND
THE
MANAGER OF THE COMPANY LISTED
ON SCHEDULE 7
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 29 of 30
Signature Page to Omnibus Unanimous Written Consent
IN WITNESS WHEREOF, the undersigned Governing Body has executed this written
consent as of the date above first written.
Vikram Bajaj
BREATHE US HOLDCO INC. BEING
THE GENERAL PARTNER OF THE
COMPANY LISTED ON SCHEDULE 8
Case 24-11217-BLS Doc 1 Filed 06/09/24 Page 30 of 30