mg Doc 514 Filed 11/23/16 Entered 11/23/16 11:12:36 Main Document Pg 1 of 5

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1 Pg 1 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : Chapter 11 : QUIRKY, INC., et al. 1 : Case No (MG) : (Jointly Administered) Debtors. : x OMNIBUS ORDER GRANTING FINAL FEE APPLICATIONS OF PROFESSIONALS TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED DURING THE FINAL PERIOD OF SEPTEMBER 22, 2015 THROUGH AUGUST 30, 2016 Upon the final fee applications (the Applications ) of FTI Consulting, Inc. [ECF Doc. # 508], Rust Consulting/Omni Bankruptcy [ECF Doc. # 507], Cooley LLP [ECF Doc. # 506], Pricewaterhousecoopers LLP [ECF Doc. # 505], Otterburg P.C. [ECF Doc. # 504] and Klestadt Winters Jureller Southard & Stevens, LLP [ECF Doc. # 503] (collectively, the Professionals ) for entry of an order (the Order ), pursuant to sections 327, 328, 330, and 331 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Rule of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Rules ), the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, effective February 5, 2013 (as adopted by General Order M-447), the Order Establishing Procedures Compensation and Reimbursement of for Retained Professionals [ECF Doc. # 198], the Confirmation Order [ECF Doc. # 474], and the Effective Date Notice [ECF Doc. # 495] authorizing (i) on an interim basis, allowance of compensation for professional services rendered and expenses incurred during the interim period of January 1, The Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number are as follows: Quirky, Inc. (2873); Wink, Inc. (8826); and Undercurrent Acquisition, LLC (9692). The Debtors principal offices are located at 606 West 28th Street, Seventh Floor, New York, NY

2 Pg 2 of 5 through August 30, 2016 (the ); and (ii) a final allowance of compensation for professional services rendered and expenses incurred during the final period of September 22, 2015 through and including August 30, 2016 (the Final ), all as more fully set forth in the Applications; and this Court having jurisdiction to consider the Applications and the relief requested therein; and the consideration of the Applications and the relief requested being a core proceeding; and venue being proper before this Court; and due and sufficient notice of the Applications having been given under the particular circumstances to the appropriate parties; and it appearing that no other or further notice need be provided; and this Court having determined that the relief requested in the Applications being in the best interests of the Debtors, their creditors, and all parties in interest; and this Court having determined that the legal and factual bases set forth in the Applications establish just cause for the relief granted herein; and upon all of the proceedings had before this Court and after due deliberation and sufficient cause appearing therefor; it is hereby ORDERED: 1. The Applications are GRANTED on an interim basis to the extent set forth in Schedule A and on a final basis to the extent set forth in Schedule B. 2. The Debtors and its successors are authorized upon entry of this Order to remit payment to the Professionals in the amounts set forth in Schedule B less all amounts previously paid on account of such fees and expenses. [Remainder of page intentionally left blank] 2

3 Pg 3 of 5 3. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order. IT IS SO ORDERED. Dated: November 23, 2016 New York, New York /s/martin Glenn MARTIN GLENN United States Bankruptcy Judge 3

4 Pg 4 of 5 SCHEDULE A INTERIM FEE PERIOD January 1, 2016 through August 30, 2016 Applicant FTI Consulting, Inc. Rust Consulting/Omni Bankruptcy Cooley LLP PricewaterhouseCoopers LLP Otterbourg, P.C. Klestadt Winters Jureller Southard & Stevens, LLP Date & D.I. for Application [D.I. 508] [D.I. 507] [D.I. 506] [D.I. 505] [D.I. 504] [D.I. 503] Fees for Fees Allowed for Allowed Fees Fees to be Paid for Fees to be Paid for Prior Fee s to be Paid 8/30/16 $212, $212, $107, $105, N/A $ $76.29 $ /30/16 $8, $8, $0.00 $8, N/A $0.00 $0.00 $0.00 8/30/16 $742, $742, $549, $192, $110, $46, $46, $ /30/16 $62, $62, $50, $11, N/A $0.00 $0.00 $0.00 1/1/16-8/30/16 $444, $444, $234, $209, N/A $4, $3, $ /30/16 $271, $271, $124, $146, N/A $1, $ $1, Revised September 2011 DATE ON WHICH ORDER WAS SIGNED: 11/23/2016 INITIALS: MG USBJ

5 Pg 5 of 5 SCHEDULE B FINAL FEE PERIOD September 22, 2015 through August 30, 2016 Applicant FTI Consulting, Inc. Rust Consulting/Omni Bankruptcy Cooley LLP PricewaterhouseCoopers LLP Otterbourg, P.C. Klestadt Winters Jureller Southard & Stevens, LLP Date & D.I. for Application [D.I. 508] [D.I. 507] [D.I. 506] [D.I. 505] [D.I. 504] [D.I. 503] Final Fees Fees Paid to Date Fees to be Paid (Final Basis) to be Paid 8/30/16 $687, $582, $105, $ $ $ /30/16 $8, $0.00 $8, $0.00 $0.00 $0.00 8/30/16 $1,628, $1,325, $302, $70, $56, $13, /8/15-8/30/16 $233, $221, $11, $0.00 $0.00 $ /2/15-8/30/16 $806, $597, $209, $9, $9, $ /30/16 $353, $208, $ 146, $2,254.10* $1, $1, *Note that KWJSS reduced total expenses requested by $7.41 to account for discrepancy in calculation of final application and award. Revised September 2011 DATE ON WHICH ORDER WAS SIGNED: 11/23/2016 INITIALS: MG USBJ