Case KJC Doc 441 Filed 09/11/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) ) )

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1 Case KJC Doc 441 Filed 09/11/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dex Liquidating Co. (f/k/a Dextera Surgical Inc.), 1 Debtor. ) ) ) ) ) ) ) ) Chapter 11 Case No (KJC) Re: Docket Nos. 420 CERTIFICATION OF COUNSEL SUBMITTING PROPOSED ORDER GRANTING MOTION OF THE DEBTOR FOR ENTRY OF AN ORDER APPROVING STIPULATIONS BY AND AMONG THE DEBTOR AND ALPHA CAPITAL ANSTALT, SABBY HEALTHCARE MASTER FUND, LTD. AND SABBY VOLATILITY WARRANT MASTER FUND, LTD. RESOLVING, INTER ALIA, OBJECTIONS TO DISPUTED CLAIMS The undersigned counsel for the above-captioned debtor and debtor in possession (the Debtor ), hereby certifies that: 1. On August 27, 2018, the Debtor served and filed the Motion of the Debtor for Entry of an Order Approving Stipulations By and Among the Debtor and Alpha Capital Anstalt, Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. Resolving, Inter Alia, Objections to Disputed Claims [D.I. 420] (the Motion ). 2. Pursuant to the Notice filed with the Motion [D.I. 420], objections, if any, to the relief requested in the Motion were to have been served and filed on or before September 10, 2018 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). 3. No formal responses were received by the Debtor or filed or record on or before the Objection Deadline. 1 The last four digits of the Debtor s federal tax identification number are The Debtor s address is 7 West 41st Avenue - #245, San Mateo, CA /11/2018

2 Case KJC Doc 441 Filed 09/11/18 Page 2 of 2 4. Counsel for the United States Trustee s Office (the UST ) did timely raise certain informal concerns with respect to the Motion. 5. The Debtor was able to resolve the UST s concerns through the submission and filing of the Declaration of Matthew S. English in Support of Motion of the Debtor for Entry of an Order Approving Stipulations By and Among the Debtor and Alpha Capital Anstalt, Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. Resolving, Inter Alia, Objections to Disputed Claims [D.I. 440] (the Declaration ). 6. The Debtor updated the proposed order (the Order ) approving the Motion to note the submission of the Declaration. A copy of the updated proposed Order is attached hereto as Exhibit A. A blackline of the proposed Order, reflecting changes from the proposed Order filed with the Motion, is attached hereto as Exhibit B. 7. The undersigned counsel for the Debtor is available to respond to any questions the Court may have regarding the Motion or the proposed Order. Absent questions, the undersigned counsel respectfully requests that the Court sign the proposed Order and direct that it be docketed. Dated: September 11, 2018 /s/ Mark Minuti Mark Minuti (DE Bar No. 2659) Monique B. DiSabatino (DE Bar No. 6027) SAUL EWING ARNSTEIN & LEHR LLP 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE Telephone: (302) Facsimile: (302) mark.minuti@saul.com monique.disabatino@saul.com Counsel for Debtor and Debtor-in-Possession /11/2018 2

3 Case KJC Doc Filed 09/11/18 Page 1 of 31 EXHIBIT A Proposed Order /11/2018

4 Case KJC Doc Filed 09/11/18 Page 2 of 31 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dex Liquidating Co. (f/k/a Dextera Surgical Inc.), 1 Debtor. Chapter 11 Case No (KJC) Re: Docket Nos. 420 and ORDER APPROVING STIPULATIONS BY AND AMONG THE DEBTOR AND ALPHA CAPITAL ANSTALT, SABBY HEALTHCARE MASTER FUND, LTD. AND SABBY VOLATILITY WARRANT MASTER FUND, LTD. RESOLVING, INTER ALIA, OBJECTIONS TO DISPUTED CLAIMS Upon consideration of the Motion of the Debtor for Entry of an Order Approving Stipulations by and among the Debtor and Alpha Capital Anstalt, Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. Resolving, Inter Alia, Objections to Disputed Claims (the Motion ); 2 and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the Debtor s notice of the Motion and opportunity for a hearing on the Motion were appropriate and no other notice need be provided; and the Court having reviewed and considered the Declaration of Matthew S. English 1 The last four digits of the Debtor s federal tax identification number are The Debtor s address is 7 West 41st Avenue- #245, San Mateo, CA Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Motion /11/2018

5 Case KJC Doc Filed 09/11/18 Page 3 of 31 in Support of Motion of the Debtor for Entry of an Order Approving Stipulations by and among the Debtor and Alpha Capital Anstalt, Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. Resolving, Inter Alia, Objections to Disputed Claims (the Declaration ) and having heard the evidence and statements in support or in opposition of the relief requested therein at a hearing, if any, before this Court (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Motion, the Declaration and at the Hearing, if any, establish just cause for the relief granted herein; and this Court having found that the relief requested in the Motion demonstrates a sound exercise of the Debtor s business judgment and is in the best interest of the Debtor, its estate, creditors, and other parties in interest; and upon all of the proceedings before this Court; and after due deliberation and sufficient cause appearing therefore, it is ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is GRANTED as set forth herein. 2. The Alpha Stipulation annexed hereto as Exhibit 1 is hereby APPROVED. 3. The Sabby Entities Stipulation annexed hereto as Exhibit 2 is hereby APPROVED. 4. The Alpha Claim is hereby reduced and allowed as a general unsecured claim in the total amount of $425, (the Allowed Alpha Claim ), with prejudice to Alpha s ability to amend the Allowed Alpha Claim or file further claims against the Debtor or its estate. 5. The SHMF Claim is hereby reduced and allowed as a general unsecured claim in the total amount of $284, (the Allowed SHMF Claim ), with prejudice to SHMF s ability to amend the Allowed SHMF Claim or file further claims against the Debtor or its estate. 6. The SVWMF Claim is hereby reduced and allowed as a general unsecured claim /11/2018 2

6 Case KJC Doc Filed 09/11/18 Page 4 of 31 in the total amount of $140, (the Allowed SVWMF Claim ), with prejudice to SVWMF s ability to amend the Allowed SVWMF Claim or file further claims against the Debtor or its estate. 7. The Debtor is authorized to pay the Allowed Alpha Claim, the Allowed SHMF Claim and the Allowed SVWMF Claim (the Allowed Claims ) as set forth in the Settlement Stipulations. 8. The Warrants held by Alpha and the Sabby Entities shall be deemed surrendered to the Debtor for cancellation effective on payment of the Allowed Claims, and the Debtor shall be authorized to take any such actions reasonably necessary to instruct the Warrant Agent (as defined in the Warrants) to cancel and retire the Warrants. 9. From and after the full payment of the Allowed Claims, the Debtor s Claims Agent appointed in this case is authorized to take any and all actions necessary to effectuate this Order and the Settlement Stipulations including, without limitation, amending the claims register in this Chapter 11 Case to reflect the terms of this Order and the Settlement Stipulations. 10. This Court shall retain jurisdiction over the Parties with respect to all matters arising from or related to the implementation of this Order. Dated:, 2018 Honorable Kevin J. Carey United States Bankruptcy Judge /11/2018 3

7 Case KJC Doc Filed 09/11/18 Page 5 of 31 EXHIBIT 1 ALPHA STIPULATION /11/2018

8 Case KJC Doc Filed 09/11/18 Page 6 of 31 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dex Liquidating Co. (f/k/a Dextera Surgical Inc.), 1 Chapter 11 Case No (KJC) Debtor. STIPULATION BY AND BETWEEN THE DEBTOR AND ALPHA CAPITAL ANSTALT RESOLVING, INTER ALIA, OBJECTIONS TO CLAIM NO. 101 Dex Liquidating Co. (f/k/a Dextera Surgical Inc.), debtor and debtor-in-possession (the Debtor ) in the above-captioned chapter 11 case (the Chapter 11 Case ) and Alpha Capital Anstalt ( Alpha ) (each of the Debtor and Alpha are sometimes referred to individually as a Party and collectively, as the Parties ), hereby stipulate and agree, by and through their respective counsel, as follows (the Stipulation ): RECITALS WHEREAS, on December 11, 2017 (the Petition Date ), the Debtor filed a voluntary petition for relief with the United States Bankruptcy Court for the District of Delaware (the Court ) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ); WHEREAS, the Debtor continues to manage its property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code; WHEREAS, on December 11, 2017, the Debtor entered into an agreement to sell substantially all of its assets (the Sale ) to Aesculap, Inc. or its designee (the Buyer ); 1 The last four digits of the Debtor s federal tax identification number are The Debtor s address is 7 West 41st Avenue- #245, San Mateo, CA /27/

9 Case KJC Doc Filed 09/11/18 Page 7 of 31 WHEREAS, at a hearing on January 24, 2018, the Court approved the Sale and entered the Order (WITH REVISIONS) (A) Approving Asset Purchase Agreement With Aesculap, Inc., (B) Authorizing Sale of Debtor s Assets Free and Clear of Interests; (C) Authorizing Assumption and Assignment of Certain of the Debtor s Executory Contracts; (D) Granting Related Relief [Docket No. 160] (the Sale Order ); WHEREAS, the closing of the Sale to the Buyer pursuant to the Sale Order occurred on February 20, 2018; WHEREAS, subsequent to the closing of the Sale, the Debtor changed its name from Dextera Surgical Inc. to Dex Liquidating Co.; WHEREAS, on April 18, 2018, the Debtor filed the Debtor s Chapter 11 Plan of Liquidation (as such plan may be amended, the Plan ) and the Disclosure Statement Relating to Debtor s Chapter 11 Plan of Liquidation [Docket Nos. 249 and 250, respectively]; WHEREAS, pursuant to a Registration Statement under the Securities Act of 1933 filed with the United States Securities and Exchange Commission on Form S-1, and effective on May 11, 2017, the Debtor offered for sale 8,000 shares of Series B Convertible Preferred Stock along with, inter alia, certain Series 1 Common Stock Purchase Warrants (the Warrants ); WHEREAS, Alpha holds one Warrant exercisable for approximately 6,666,667 shares of the Debtor s common stock (the Alpha Warrant ); WHEREAS, Sabby Healthcare Master Fund, Ltd ( SHMF ) holds one Warrant exercisable for approximately 4,444,445 shares of the Debtor s common stock and Sabby Volatility Warrant Master Fund, Ltd. ( SVWMF, collectively with SHMF as, the Sabby Entities ) holds one Warrant exercisable for approximately 2,222,222 shares of the Debtor s common stock; /27/

10 Case KJC Doc Filed 09/11/18 Page 8 of 31 WHEREAS, the Sabby Entities and Alpha allege that the Sale constitutes a Fundamental Transaction under section 3(d) of the Warrants and that, as a result of the Sale, they have claims against the Debtor equal to the Black Scholes Value of the unexercised portion of their Warrants; WHEREAS, by letter dated March 20, 2018, Alpha purported to exercise its alleged rights under section 3(d) of the Warrants as a result of the closing of the Sale; WHEREAS, by electronic mail dated January 29, 2018, Sabby Management, LLC, sought to elect on behalf of the Sabby Entities to receive cash pursuant to section 3(d) of the Warrant as a result of the Sale; WHEREAS, on or about March 30, 2018, Alpha filed Claim No. 101 (the Alpha Claim ) in the total, unsecured amount of at least $712,738.16; WHEREAS, or about January 29, 2018, SHMF filed Claim No. 13 (the SHMF Claim ) in the total, unsecured amount of $1,432,114.56; WHEREAS, on or about January 29, 2018, SVWMF filed Claim No. 14 (the SVWMF Claim, collectively with the SHMF Claim as the Sabby Entities Claims ) in the total, unsecured amount of $716,057.26; WHEREAS, with the exception of Alpha and the Sabby Entities, no other holder of Warrants purported to exercise their alleged rights under section 3(d) of the Warrants nor timely filed claims against the Debtor or its estate; WHEREAS, the Debtor denies that the closing of the Sale gives rise to any claims under the Warrants, and, accordingly, raised a number of objections to the Alpha Claim and the Sabby Entities Claims (the Objections ); WHEREAS, Alpha disputed each of the Debtor s Objections to the Alpha Claim; /27/

11 Case KJC Doc Filed 09/11/18 Page 9 of 31 WHEREAS, Alpha raised questions about possible claims against the Debtor s present and former officers and directors (the Beach of Duty Claims ); and WHEREAS, the Debtor denies such alleged Breach of Duty Claims; WHEREAS, the Debtor and Alpha exchanged additional information and engaged in good faith negotiations; WHEREAS, a settlement of the Debtor s disputes and differences with both Alpha and the Sabby Entities, including the settlement of the Objections to the Alpha Claim and the Sabby Entities Claims will resolve all possible disputes, differences and claims related to the Warrants given, inter alia, that no other holders of Warrants timely exercised their alleged rights under Section 3(d) of the Warrants, nor timely filed claims against the Debtor based upon or arising under Warrants; WHEREAS, the Debtor has made it clear to Alpha that it would not settle its disputes and differences, including its Objections to the Alpha Claim, unless it was also able to reach a settlement of its disputes and differences with the Sabby Entities, including its Objections to the Sabby Entities Claims; WHEREAS, the Debtor and Alpha desire to resolve all of their disputes and differences, including their disputes and differences related to the Alpha Claim without the time, expense, and uncertainty attendant with further litigation over any such Alpha Claim, based upon the terms set forth herein, subject to the entry of a Final Order (as defined below) by the Court approving this Stipulation following notice and an opportunity to be heard pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure; and NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of /27/

12 Case KJC Doc Filed 09/11/18 Page 10 of 31 which is hereby acknowledged, and with the intent to be legally bound hereby, the Debtor and Alpha stipulate and agree as follows: STIPULATION 1. Each of the Recitals set forth above is incorporated by reference as though set forth fully at length herein. 2. This Stipulation is subject to and conditioned upon satisfaction of the following two conditions (the first business day on which both of the following conditions are satisfied shall be, the Stipulation Effective Date ): A. The entry of a Final Order of the Court approving this Stipulation pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure after notice and an opportunity to be heard (the Alpha 9019 Motion ). As used herein, Final Order shall mean an order or judgment of the Court as to which (a) the time to appeal, petition for certiorari, or motion for argument or rehearing has expired and as to which no appeal, petition for certiorari, or motion for re-argument or rehearing shall then be pending, or (b) in the event that an appeal, writ for certiorari, re-argument or rehearing thereof has been sought, such order of the Court shall have been affirmed by the highest court to which an appeal, petition for certiorari or re-argument or rehearing was sought and the time to take any further appeal, petition for certiorari, or motion for re-argument or rehearing shall have expired; provided, however, that no order shall fail to be a Final Order solely because of the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil Procedure or Rule 9024 of the Federal Rules of Bankruptcy Procedure may be filed with respect to such order, as long as such a motion has not actually been filed; and B. The entry of a Final Order of the Court approving a stipulation pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure after notice and an opportunity to be heard (the Sabby Entities 9019 Motion ) resolving the Debtor s disputes and differences with the Sabby Entities, including the Debtor s Objections to the Sabby Entities Claims, on terms and conditions satisfactory to the Debtor in its sole and absolute discretion (the Sabby Entities Stipulation ). 3. The Debtor shall file the Alpha 9019 Motion and the Sabby Entities 9019 Motion (which may be combined into one motion) within five (5) business days of execution of this Stipulation and the Sabby Entities Stipulation, and such motion(s) shall be scheduled for the next /27/

13 Case KJC Doc Filed 09/11/18 Page 11 of 31 available omnibus hearing date, or as soon thereafter as the Court can accommodate the Parties. The Debtor shall also schedule a hearing on its Disclosure Statement for the same hearing date and request a hearing for confirmation of the Plan on or before November 30, Effective on the Stipulation Effective Date, the Alpha Claim shall be reduced and allowed as a general unsecured claim in the total amount of $425, (the Allowed Alpha Claim ), with prejudice to Alpha s ability to amend the Allowed Alpha Claim or file further claims against the Debtor or its estate, provided, however, that if the Court enters a Final Order approving a Sabby Entities Stipulation that results in the Sabby Entities receiving a greater allowed claim than Alpha, on a per Warrant basis, then the Allowed Alpha Claim shall be increased to equal the allowed Sabby Entities claim amount, on a per Warrant basis. 5. Within five (5) business days of the Stipulation Effective Date, the Debtor shall pay the Allowed Alpha Claim in full, without interest, pursuant to payment instructions provided by Alpha to the Debtor. Effective upon payment of the Allowed Alpha Claim, Alpha hereby surrenders the Alpha Warrant to the Debtor for cancellation, and authorizes the Debtor to take any such actions reasonably necessary to instruct the Warrant Agent (as defined in the Alpha Warrant) to cancel and retire the Alpha Warrant. 6. Effective upon the Stipulation Effective Date, and except for the rights and obligations created by this Stipulation, the Debtor, on behalf of itself and its estate and the Debtor s successors or assigns, does hereby fully and finally compromise and settle with, and forever release, remise, relieve, waive, relinquish and discharge Alpha, and each of its present and former officers, directors, employees, agents, attorneys, shareholders and their respective successors and assigns, from all claims, all causes or causes of action, suits, debts, dues, demands, obligations, charges, costs, expenses (including but not limited to attorneys fees), /27/

14 Case KJC Doc Filed 09/11/18 Page 12 of 31 sums of money, controversies, damages, accounts, agreements, covenants, contracts, judgments, reckonings, liens and liabilities of every kind and nature whatsoever, whether at law or in equity, whether based upon statute, common law or otherwise, whether matured, contingent or noncontingent, whether direct or indirect, whether known or unknown, whether suspected or unsuspected, whether or not hidden and without regard to the subsequent discovery or existence of different or additional facts, which the Debtor ever had, now has, or may claim to have from the beginning of the world to the Stipulation Effective Date referring or relating to the Warrants, the Alpha Claim, the Objections, the Breach of Duty Claims, the Debtor, the Debtor s operations or the Chapter 11 Case. Without limiting the generality of the foregoing, the Debtor acknowledges that there is a possibility that, subsequent to the execution of this Stipulation, it will discover facts, or incur or suffer claims, which were unknown or unsuspected at the time this Stipulation was executed, and which if known by it at that time may have materially affected the decision to execute this Stipulation. The Debtor further acknowledges and agrees that by reason of this Stipulation and the waiver and release and discharge contained herein, it is assuming any risk of such unknown or unsuspected facts and such unknown or unsuspected claims. The Debtor has been advised of the existence of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Notwithstanding such provisions, the waiver and release and discharge contained herein shall constitute a full waiver and release and discharge in accordance with its terms and the Debtor (i) expressly waives and relinquishes, to the fullest extent permitted by law, the provisions, rights, /27/

15 Case KJC Doc Filed 09/11/18 Page 13 of 31 and benefits of any statute or principle of public policy or common law of the United States, or of any state thereof (including Section 1542 of the California Civil Code) or any other country, which either narrowly construes releases purporting by their terms to release such unknown or unsuspected claims in whole or in part, or restricts or prohibits the releasing of such claims and (ii) expressly acknowledges and agrees, to the fullest extent permitted by law, that all such provisions, rights, and benefits are inapplicable due to the governing law provision set forth in paragraph 19 of this Stipulation. 7. Effective on the Stipulation Effective Date, and except for the rights and obligations created by this Stipulation, Alpha, on behalf of itself and its successors or assigns, does hereby fully and finally compromise and settle with, and forever release, remise, relieve, waive, relinquish and discharge the Debtor, the Debtor s estate and each of the Debtor s past and present officers, directors, employees, agents, attorneys, shareholders and the Debtor s successors and assigns (the Debtor Releasees ) from all claims, all causes or causes of action, suits, debts, dues, demands, obligations, charges, costs, expenses (including but not limited to attorneys fees), sums of money, controversies, damages, accounts, agreements, covenants, contracts, judgments, reckonings, liens and liabilities of every kind and nature whatsoever, whether at law or in equity, whether based upon statute, common law or otherwise, whether matured, contingent or non-contingent, whether direct or indirect, whether known or unknown, whether suspected or unsuspected, whether or not hidden and without regard to the subsequent discovery or existence of different or additional facts, which Alpha ever had, now has, or may claim to have from the beginning of the world to the Stipulation Effective Date referring or relating to the Warrants, the Alpha Claim, the Objections, the Breach of Duty Claims, the Debtor, the Debtor s operations or the Chapter 11 Case. Without limiting the generality of the /27/

16 Case KJC Doc Filed 09/11/18 Page 14 of 31 foregoing, Alpha acknowledges that there is a possibility that, subsequent to the execution of this Stipulation, it will discover facts, or incur or suffer claims, which were unknown or unsuspected at the time this Stipulation was executed, and which if known by it at that time may have materially affected the decision to execute this Stipulation. Alpha further acknowledges and agrees that by reason of this Stipulation and the waiver and release and discharge contained herein, it is assuming any risk of such unknown or unsuspected facts and such unknown or unsuspected claims. Alpha has been advised of the existence of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Notwithstanding such provisions, the waiver and release and discharge contained herein shall constitute a full waiver and release and discharge in accordance with its terms and Alpha (i) expressly waives and relinquishes, to the fullest extent permitted by law, the provisions, rights, and benefits of any statute or principle of public policy or common law of the United States, or of any state thereof (including Section 1542 of the California Civil Code) or any other country, which either narrowly construes releases purporting by their terms to release such unknown or unsuspected claims in whole or in part, or restricts or prohibits the releasing of such claims and (ii) expressly acknowledges and agrees, to the fullest extent permitted by law, that all such provisions, rights, and benefits are inapplicable due to the governing law provision set forth in paragraph 19 of this Stipulation. 8. From and after the full payment of the Allowed Alpha Claim amount, the Debtor and the official Claims Agent appointed in this case are authorized to take any and all actions /27/

17 Case KJC Doc Filed 09/11/18 Page 15 of 31 necessary to effectuate this Stipulation including, without limitation, amending the claims register in this Chapter 11 Case to reflect the terms of this Stipulation. 9. This Stipulation is the entire agreement between the Parties with respect to the subject matter hereof. This Stipulation supersedes any and all agreements, whether written or oral, that may have previously existed between the Parties with respect to the matters set forth herein. No statements, promises, or representations have been made by any Party to any other, or relied upon, and no consideration has been offered, promised, expected or held out other than as expressly provided for herein. 10. Each of the undersigned counsel represents and warrants that he/she is authorized and empowered to execute and deliver this Stipulation on behalf of his/her client(s), and to bind it/them to the terms and conditions of this Stipulation. 11. Alpha represent and warrant that it currently holds the Alpha Warrant and the Alpha Claim and that no portion of such claim or warrants have been cancelled, sold or assigned. Alpha shall not sell, transfer or assign the Alpha Warrant or the Alpha Claim. 12. In the event of any ambiguity in this Stipulation, no inferences shall be drawn against any Party on the basis of authorship of this Stipulation. 13. No modification, amendment or waiver of any of the terms or provisions of this Stipulation shall bind any Party unless such modification, amendment or waiver is in writing, has been approved by the Court, and has been executed by a duly authorized representative of the Party (or the successor thereto) against whom such modification, amendment or waiver is sought to be enforced. 14. If any part of this Stipulation is held to be unenforceable by any court of competent jurisdiction, the unenforceable provision shall be deemed amended to the least extent /27/

18 Case KJC Doc Filed 09/11/18 Page 16 of 31 possible to render it enforceable and the remainder of this Stipulation shall remain in full force and effect. 15. If the Court approves, by Final Order, the Sabby Entities Stipulation and all terms and conditions of this Stipulation, except for timing of the payment of the Allowed Alpha Claim in paragraph 5, the Stipulation Effective Date shall be the Effective Date of the Debtor s Plan, and the Allowed Alpha Claim shall be treated as a General Unsecured Claim under the Debtor s Plan and paid, in full, pursuant to the Plan within five (5) business days after Effective Date of the Debtor s Plan. Effective upon payment of the Allowed Alpha Claim, Alpha hereby surrenders the Alpha Warrant to the Debtor for cancellation, and authorizes the Debtor to take any such actions reasonably necessary to instruct the Warrant Agent (as defined in the Alpha Warrant) to cancel and retire the Alpha Warrant. 16. If either (1) the Debtor fails to perform its obligations under this Stipulation, or (2) the Stipulation Effective Date does not occur on or before December 31, 2018, then Alpha may elect, in its sole and absolute discretion, to terminate this Stipulation by providing written notice of such termination to the undersigned counsel for the Debtor, and, upon such termination, this Stipulation shall be null and void and no further force or effect whatsoever and no Party shall have any obligation to any other Party arising out of this Stipulation and no statement made herein may be used by or against any Party or any non-party for any purpose. 17. Alpha shall support, and if entitled to vote, shall vote in favor of the Debtor s Plan provided that such Plan is consistent with this Stipulation. 18. Alpha shall not acquire additional Warrants and shall not encourage or assist any other party in pursuing claims against the Debtor or the Debtor Releasees, including without limitation, based upon Warrants /27/

19 Case KJC Doc Filed 09/11/18 Page 17 of This Stipulation shall be governed by and construed in accordance with the Bankruptcy Code and, where not inconsistent, the laws of the State of Delaware, without regard to the conflict of laws principles thereof. 20. Except as expressly set forth herein, this Stipulation shall be binding upon and inure to the benefit of the Parties and their respective successors, assignees, agents, attorneys and representatives. 21. The Parties acknowledge and agree that the Court shall retain jurisdiction over all disputes concerning or related to the subject matter of this Stipulation. 22. This Stipulation may be executed in one or more counterparts, including by facsimile and/or electronic mail, each of which when so executed shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same Stipulation. SAUL EWING ARNSTEIN & LEHR LLP KLEHR HARRISON HARVEY BRANZBURG LLP /s/ Mark Minuti Mark Minuti (DE #2659) Monique Bair DiSabatino (DE #6027) 1201 North Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE (302) / 6898 (302) / 5864 (Fax) mark.minuti@saul.com monique.disabatino@saul.com Counsel for Debtor and Debtor in Possession /s/ Richard M. Beck Richard M. Beck, Jr. (DE #3370) 919 Market Street, Suite 1000 Wilmington, DE (302) (302) (Fax) rbeck@klehr.com Counsel for Alpha Dated: August 26, 2018 Dated: August 26, /27/

20 Case KJC Doc Filed 09/11/18 Page 18 of 31 EXHIBIT 2 SABBY ENTITIES STIPULATION /27/2018

21 Case KJC Doc Filed 09/11/18 Page 19 of 31 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dex Liquidating Co. (f/k/a Dextera Surgical Inc.),' Chapter 11 Case No (KJC) Debtor. STIPULATION BY AND AMONG THE DEBTOR AND SABBY HEALTHCARE MASTER FUND, LTD. AND SABBY VOLATILITY WARRANT MASTER FUND, LTD. RESOLVING. INTER ALFA, OBJECTIONS TO CLAIM NOS. 13 AND 14 Dex Liquidating Co. (f/k/a Dextera Surgical Inc.), debtor and debtor-in-possession (the "Debtor") in the above-captioned chapter 11 case (the "Chapter 11 Case") and Sabby Healthcare Master Fund, Ltd. ("SHMF") and Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF " together with SHMF as the "Sabby Entities") (each of the Debtor, SHMF and SVWMF are sometimes referred to individually as a "Party" and collectively as, the "Parties"), hereby stipulate and agree, by and through their respective counsel, as follows (the "Stipulation"): RECITALS WHEREAS, on December 11, 2017 (the "Petition Date"), the Debtor filed a voluntary petition for relief with the United States Bankruptcy Court for the District of Delaware (the "Court") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"); WHEREAS, the Debtor continues to manage its property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code; WHEREAS, on December 11, 2017, the Debtor entered into an agreement to sell substantially all of its assets (the "Sale") to Aesculap, Inc. or its designee (the "Buyer"); The last four digits of the Debtor's federal tax identification number are The Debtor's address is 7 West 41st Avenue- #245, San Mateo, CA /24/2018 id

22 Case KJC Doc Filed 09/11/18 Page 20 of 31 WHEREAS, at a hearing on January 24, 2018, the Court approved the Sale and entered the Order (WITH REVISIONS) (A) Approving Asset Purchase Agreement With Aesculap, Inc., (B) Authorizing Sale of Debtor 's Assets Free and Clear of Interests; (C) Authorizing Assumption and Assignment of Certain of the Debtor 's Executory Contracts; (D) Granting Related Relief [Docket No. 160] (the "Sale Order"); WHEREAS, the closing of the Sale to the Buyer pursuant to the Sale Order occurred on February 20, 2018; WHEREAS, subsequent to the closing of the Sale, the Debtor changed its name from Dextera Surgical Inc. to Dex Liquidating Co.; WHEREAS, on April 18, 2018, the Debtor filed the Debtor 's Chapter 11 Plan of Liquidation (as such plan may be amended, the "Plan") and the Disclosure Statement Relating to Debtor 's Chapter 11 Plan of Liquidation [Docket Nos. 249 and 250, respectively]; WHEREAS, pursuant to a Registration Statement under the Securities Act of 1933 filed with the United States Securities and Exchange Commission on Form S-1, and effective on May 11, 2017, the Debtor offered for sale 8,000 shares of Series B Convertible Preferred Stock along with, inter alia, certain Series 1 Common Stock Purchase Warrants (the "Warrants"); WHEREAS, SHMF holds one Warrant exercisable for approximately 4,444,445 shares of the Debtor's common stock and SVWMF holds one Warrant exercisable for approximately 2,222,222 shares of the Debtor's common stock (collectively, the "Sabby Entities Warrants"); WHEREAS, Alpha Capital Anstalt ("Alpha") holds one Warrant exercisable for approximately 6,666,667 shares of the Debtor's common stock; WHEREAS, the Sabby Entities and Alpha allege that the Sale constitutes a "Fundamental Transaction" under section 3(d) of the Warrants and that, as a result of the Sale, /

23 Case KJC Doc Filed 09/11/18 Page 21 of 31 they have claims against the Debtor equal to the Black Scholes Value of the unexercised portion of their Warrants; WHEREAS, by electronic mail dated January 29, 2018, Sabby Management, LLC, sought to "elect" on behalf of the Sabby Entities to receive cash pursuant to section 3(d) of the Warrant as a result of the Sale; WHEREAS, by letter dated March 20, 2018, Alpha purported to exercise its alleged rights under section 3(d) of the Warrants as a result of the closing of the Sale; WHEREAS, or about January 29, 2018, SHMF filed Claim No. 13 (the "SHMF Claim") in the total, unsecured amount of $1,432,114.56; WHEREAS, on or about January 29, 2018, SVVVMF filed Claim No. 14 (the "SVWMF Claim," collectively with the SHMF Claim as the "Sabby Entities' Claims") in the total, unsecured amount of $716,057.26; WHEREAS, on or about March 30, 2018, Alpha filed Claim No. 101 (the "Alpha Claim") in the total, unsecured amount of "at least" $712,738.16; WHEREAS, with the exception of the Sabby Entities and Alpha, no other holder of Warrants purported to exercise their alleged rights under section 3(d) of the Warrants nor timely filed claims against the Debtor or its estate; WHEREAS, the Debtor denies that the closing of the Sale gives rise to any claims under the Warrants and, accordingly, raised a number of objections to the Sabby Entities' Claims and the Alpha Claim (the "Objections"); WHEREAS, the Sabby Entities dispute each of the Debtor's Objections to the Sabby Entities' Claims; /24/2018 3

24 Case KJC Doc Filed 09/11/18 Page 22 of 31 WHEREAS, by letter dated June 18, 2018 (the "Sabby Letter"), the Sabby Entities threatened and alleged certain claims against the Debtor's present and former officers and directors; WHEREAS, by letter dated June 28, 2018, the Debtor responded to, and denied the allegations in, the Sabby Letter; WHEREAS, the Debtor and the Sabby Entities exchanged additional information and engaged in good faith negotiations; WHEREAS, a settlement of the Debtor's disputes and differences with both the Sabby Entities and Alpha, including the settlement of the Objections to the Sabby Entities' Claims and the Alpha Claim will resolve all possible disputes, differences and claims related to the Warrants given, inter alia, that no other holders of Warrants timely exercised their alleged rights under Section 3(d) of the Warrants, nor timely filed claims against the Debtor based upon or arising under the Warrants; WHEREAS, the Debtor has made it clear to the Sabby Entities that it would not settle its disputes and differences, including its Objections to the Sabby Entities' Claims, unless it was also able to reach a settlement of its disputes and differences with Alpha, including its Objections to the Alpha Claim; WHEREAS, the Debtor and the Sabby Entities desire to resolve all of their disputes and differences, including their disputes and differences related to the Sabby Entities' Claims, without the time, expense, and uncertainty attendant with further litigation over any such Sabby Entities' Claims, based upon the terms set forth herein, subject to the entry of a Final Order (as defined below) by the Court approving this Stipulation following notice and an opportunity to be heard pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure; and /24/2018 4

25 Case KJC Doc Filed 09/11/18 Page 23 of 31 NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Debtor and the Sabby Entities stipulate and agree as follows: STIPULATION 1. Each of the Recitals set forth above is incorporated by reference as though set forth fully at length herein. 2. This Stipulation is subject to and conditioned upon satisfaction of the following two conditions (the first business day on which both of the following conditions are satisfied shall be the "Stipulation Effective Date"): A. The entry of a Final Order of the Court approving this Stipulation pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure after notice and an opportunity to be heard (the "Sabby Entities 9019 Motion"). As used herein, "Final Order" shall mean an order or judgment of the Court as to which (a) the time to appeal, petition for certiorari, or motion for argument or rehearing has expired and as to which no appeal, petition for certiorari, or motion for reargument or rehearing shall then be pending, or (b) in the event that an appeal, writ for certiorari, re-argument or rehearing thereof has been sought, such order of the Court shall have been affirmed by the highest court to which an appeal, petition for certiorari or re-argument or rehearing was sought and the time to take any further appeal, petition for certiorari, or motion for re-argument or rehearing shall have expired; provided, however, that no order shall fail to be a Final Order solely because of the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil Procedure or Rule 9024 of the Federal Rules of Bankruptcy Procedure may be filed with respect to such order, as long as such a motion has not actually been filed; and B. The entry of a Final Order of the Court approving a stipulation pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure after notice and an opportunity to be heard (the "Alpha 9019 Motion") resolving the Debtor's disputes and differences with Alpha, including the Debtor's Objections to the Alpha Claim, on terms and conditions satisfactory to the Debtor in its sole and absolute discretion (the "Alpha Stipulation") /24/2018 5

26 Case KJC Doc Filed 09/11/18 Page 24 of The Debtor shall file the Alpha 9019 Motion and the Sabby Entities 9019 Motion (which may be combined into one motion) within five (5) business days of execution of this Stipulation and the Alpha Stipulation, and such motion(s) shall be scheduled for the next available omnibus hearing date, or as soon thereafter as the Court can accommodate the Parties. The Debtor shall also schedule a hearing on its Disclosure Statement for the same hearing date and request a hearing for confirmation of the Plan on or before November 30, Effective on the Stipulation Effective Date, the SHMF Claim shall be reduced and allowed as a general unsecured claim in the total amount of $283, (the "Allowed SHMF Claim"), with prejudice to SHMF's ability to amend the Allowed SHMF Claim or file further claims against the Debtor or its estate, provided, however, that if the Court enters a Final Order approving an Alpha Stipulation that results in Alpha receiving a greater allowed claim than SHMF, on a per Warrant basis, then the Allowed SHMF Claim shall be increased to equal the Alpha allowed claim amount, on a per Warrant basis. 5. Effective on the Stipulation Effective Date, the SVWMF Claim shall be reduced and allowed as a general unsecured claim in the total amount of $141, (the "Allowed SVWMF Claim," collectively with the Allowed SHMF Claim as the "Allowed Sabby Entities' Claims"), with prejudice to SVWMF's ability to amend the Allowed SVWMF Claim or file further claims against the Debtor or its estate; provided, however, that if the Court enters a Final Order approving an Alpha Stipulation that results in Alpha receiving a greater allowed claim than SVWMF, on a per Warrant basis, then the Allowed SVWMF Claim shall be increased to equal the Alpha allowed claim amount, on a per Warrant basis. 6. Within five (5) business days of the Stipulation Effective Date, the Debtor shall pay the Allowed Sabby Entities' Claims in full, without interest, pursuant to payment /24/2018 6

27 Case KJC Doc Filed 09/11/18 Page 25 of 31 instructions provided by the Sabby Entities to the Debtor. Effective upon payment of the Allowed Sabby Entities' Claims, the Sabby Entities hereby surrenders the Sabby Entities' Warrants to the Debtor for cancellation, and authorizes the Debtor to take any such actions reasonably necessary to instruct the Warrant Agent (as defined in the Sabby Entities' Warrants) to cancel and retire the Sabby Entities' Warrants. 7. Effective upon the Stipulation Effective Date, and except for the rights and obligations created by this Stipulation, the Debtor, on behalf of itself and its estate and the Debtor's successors or assigns, does hereby fully and finally compromise and settle with, and forever release, remise, relieve, waive, relinquish and discharge the Sabby Entities, and each of their present and former officers, directors, employees, agents, attorneys, shareholders and their respective successors and assigns, from all claims, all causes or causes of action, suits, debts, dues, demands, obligations, charges, costs, expenses (including but not limited to attorneys' fees), sums of money, controversies, damages, accounts, agreements, covenants, contracts, judgments, reckonings, liens and liabilities of every kind and nature whatsoever, whether at law or in equity, whether based upon statute, common law or otherwise, whether matured, contingent or non-contingent, whether direct or indirect, whether known or unknown, whether suspected or unsuspected, whether or not hidden and without regard to the subsequent discovery or existence of different or additional facts, which the Debtor ever had, now has, or may claim to have from the beginning of the world to the Stipulation Effective Date referring or relating to the Warrants, the Sabby Entities' Claims, the Objections, the Sabby Letter, the Debtor, the Debtor's operations or the Chapter 11 Case. Without limiting the generality of the foregoing, the Debtor acknowledges that there is a possibility that, subsequent to the execution of this Stipulation, it will discover facts, or incur or suffer claims, which were unknown or unsuspected at the time this /24/2018 7

28 Case KJC Doc Filed 09/11/18 Page 26 of 31 Stipulation was executed, and which if known by it at that time may have materially affected the decision to execute this Stipulation. The Debtor further acknowledges and agrees that by reason of this Stipulation and the waiver and release and discharge contained herein, it is assuming any risk of such unknown or unsuspected facts and such unknown or unsuspected claims. The Debtor has been advised of the existence of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Notwithstanding such provisions, the waiver and release and discharge contained herein shall constitute a full waiver and release and discharge in accordance with its terms and the Debtor (i) expressly waives and relinquishes, to the fullest extent permitted by law, the provisions, rights, and benefits of any statute or principle of public policy or common law of the United States, or of any state thereof (including Section 1542 of the California Civil Code) or any other country, which either narrowly construes releases purporting by their terms to release such unknown or unsuspected claims in whole or in part, or restricts or prohibits the releasing of such claims and (ii) expressly acknowledges and agrees, to the fullest extent permitted by law, that all such provisions, rights, and benefits are inapplicable due to the governing law provision set forth in paragraph 20 of this Stipulation. 8. Effective on the Stipulation Effective Date, and except for the rights and obligations created by this Stipulation, the Sabby Entities, on behalf of themselves and their successors or assigns, do hereby fully and finally compromise and settle with, and forever release, remise, relieve, waive, relinquish and discharge the Debtor, the Debtor's estate and each /24/2018 8

29 Case KJC Doc Filed 09/11/18 Page 27 of 31 of the Debtor's past and present officers, directors, employees, agents, attorneys, shareholders and the Debtor's successors and assigns (the "Debtor Releasees") from all claims, all causes or causes of action, suits, debts, dues, demands, obligations, charges, costs, expenses (including but not limited to attorneys' fees), sums of money, controversies, damages, accounts, agreements, covenants, contracts, judgments, reckonings, liens and liabilities of every kind and nature whatsoever, whether at law or in equity, whether based upon statute, common law or otherwise, whether matured, contingent or non-contingent, whether direct or indirect, whether known or unknown, whether suspected or unsuspected, whether or not hidden and without regard to the subsequent discovery or existence of different or additional facts, which the Sabby Entities ever had, now have, or may claim to have from the beginning of the world to the Stipulation Effective Date referring or relating to the Warrants, the Sabby Entities' Claims, the Objections, the Sabby Letter, the Debtor, the Debtor's operations or the Chapter 11 Case. Without limiting the generality of the foregoing, the Sabby Entities acknowledge that there is a possibility that, subsequent to the execution of this Stipulation, they will discover facts, or incur or suffer claims, which were unknown or unsuspected at the time this Stipulation was executed, and which if known by them at that time may have materially affected the decision to execute this Stipulation. The Sabby Entities further acknowledge and agree that by reason of this Stipulation and the waiver and release and discharge contained herein, they are assuming any risk of such unknown or unsuspected facts and such unknown or unsuspected claims. The Sabby Entities have been advised of the existence of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR /24/