Agreed Order Grantingresolving Motion of Zensar Technologies

Summary

This Exhibit B agreed order concerns the motion of Zensar Technologies for an order compelling assumption or rejection of executory contracts and allowing administrative expenses and compelling payment, in Case No. 24-11217 (BLS). It states the Motion is GRANTED as set forth in the order. It states Zensar shall have allowed administrative expenses of $359,244 for the period from the Petition Date through October 27, 2024, plus $67,649 for services from October 28, 2024 through November 14, 2024, for a total claim of $426,893. It also states the Debtors are authorized to enter into a transition services agreement with Zensar for certain information technology infrastructure support and cybersecurity operations.

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EXHIBIT B
Case 24-11217-BLS    Doc 716-2    Filed 11/08/24    Page 1 of 4

150958504
In re:
VYAIRE MEDICAL, Inc.,
Debtor.
Chapter 11
Case No. 24-11217 (BLS)
Re: Docket No. ____699
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
AGREED ORDER GRANTINGRESOLVING MOTION OF ZENSAR TECHNOLOGIES
INC.
FOR ENTRY OF AN ORDER (I) COMPELLING ASSUMPTION OR
REJECTION OF EXECUTORY CONTRACTS AND (II) ALLOWING
ADMINISTRATIVE EXPENSES AND COMPELLING PAYMENT THEREOF
Upon consideration of the motion of Zensar1 for an order compelling the Debtors to
assume or reject the Zensar Executory Contracts, and for allowance and compelling payment of
the Zensar Administrative Expenses and any responses thereto, after notice and opportunity for a
hearing, it is hereby ORDERED as follows:
1.
The Motion is GRANTED, as set forth herein.
2.
The Debtor shall take appropriate action to assume orDebtors are hereby deemed
to REJECT the Zensar Executory Contracts in connection with entry of an order confirming the
Planas of November 14, 2024.
If the Contract is rejected, Zensar is ALLOWED an administrative expense in the amount
of $359,244.
3.
If Zensar asserts a general unsecured claim against the Debtors arising from the
rejection of the Zensar Executory Contracts, it must file a proof of claim on or before
thirty (30) days after the entry of this Order.  If no proof of claim is timely filed, Zensar shall be
1 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed such terms in the Motion
[Docket No. 699].
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150958504
forever barred from asserting a general unsecured claim for damages arising from the rejection
and from participating in any distributions on such a claim that may be made in connection with
these chapter 11 cases.
4.
Zensar shall have ALLOWED administrative expenses in the amount of $359,244
for the period from the Petition Date though October 27, 2024, plus $67,649 for services
provided by Zensar to Vyaire during the period from October 28, 2024 through November 14,
2024 for a total claim of $426,893 (the “Allowed Administrative Expense Claim”).
The Debtor is5.
Unless previously satisfied, the Debtors are hereby ORDERED to
pay anythe Allowed Administrative expenses owed to Zensar in connection with entry of an
order confirmingExpense Claim in accordance with the terms of the Plan (as amended).
6.
The Debtors are hereby AUTHORIZED to enter into a transition services
agreement with Zensar for certain information technology infrastructure support and
cybersecurity operations to be provided by Zensar to the Debtors’ estates for a period
commencing on November 14, 2024.2
7.
Court retains jurisdiction with respect to all matters arising from or related to the
implementation, interpretation, and enforcement of this order.
2 Nothing herein should be construed as an obligation of the Debtors to seek court authority to enter into transition
services or other postpetition agreements with vendors.
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Case 24-11217-BLS    Doc 716-2    Filed 11/08/24    Page 4 of 4

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