EXHIBIT 2

Form Agreement

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ASSET PURCHASE AGREEMENT

between

FPMI SOLUTIONS, INC.

and

[BUYER NAME]

dated as of

[Date]

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS .........................................................................................................................5

ARTICLE II PURCHASE AND SALE........................................................................................................9

Section 2.01 Purchase and Sale of Assets. ......................................................................................9

Section 2.02 Excluded Assets.........................................................................................................10

Section 2.03 Assumed Liabilities...................................................................................................10

Section 2.04 Excluded Liabilities. .................................................................................................11

Section 2.05 Purchase Price...........................................................................................................12

Section 2.06 Allocation of Purchase Price. ...................................................................................13

Section 2.07 Non-assignable Assets...............................................................................................13

ARTICLE III CLOSING ............................................................................................................................14

Section 3.01 Closing........................................................................................................................14

Section 3.02 Closing Deliverables..................................................................................................14

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER..............................................15

Section 4.01 Organization and Qualification of Seller. ...............................................................15

Section 4.02 Authority of Seller. ...................................................................................................16

Section 4.03 Title to Tangible Personal Property.. ......................................................................16

Section 4.04 Legal Proceedings; Governmental Orders. ............................................................17

Section 4.05 Compliance With Laws; Permits.............................................................................18

Section 4.06 Employee Benefit Matters. .......................................................................................18

Section 4.07 Brokers.......................................................................................................................19

Section 4.08 No Other Representations and Warranties. ...........................................................20

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER ................................................20

Section 5.01 Organization and Authority of Buyer. ...................................................................20

Section 5.02 Authority of Buyer ...................................................................................................20

Section 5.03 No Conflicts; Consents..............................................................................................21

Section 5.04 Brokers.......................................................................................................................21

Section 5.05 Sufficiency of Funds. ................................................................................................21

Section 5.06 Solvency......................................................................................................................21

Section 5.07 Legal Proceedings. ....................................................................................................22

Section 5.08 Independent Investigation........................................................................................22

ARTICLE VI COVENANTS .....................................................................................................................22

Section 6.01 Conduct of Business Prior to the Closing. .............................................................22

Section 6.02 Access to Information. ..............................................................................................22

Section 6.03 Supplement to Disclosure Schedules. .....................................................................23

Section 6.04 Employees and Employee Benefits. .........................................................................23

Section 6.05 Intentionally omitted...................................................................................................24

Section 6.06 Governmental Approvals and Consents. ................................................................24

Section 6.07 Books and Records....................................................................................................25

Section 6.08 Closing Conditions.. ..................................................................................................26

Section 6.09 Public Announcements. ............................................................................................26

Section 6.11 Transfer Taxes...........................................................................................................26

Section 6.12 Further Assurances...................................................................................................26

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ARTICLE VII CONDITIONS TO CLOSING ...........................................................................................26

Section 7.01 Conditions to Obligations of All Parties..................................................................26

Section 7.02 Conditions to Obligations of Buyer. ........................................................................27

Section 7.03 Conditions to Obligations of Seller..........................................................................28

ARTICLE VIII TERMINATION ...............................................................................................................30

Section 8.01 Termination. .............................................................................................................30

Section 8.02 Effect of Termination................................................................................................31

ARTICLE IX MISCELLANEOUS ............................................................................................................31

Section 9.01 Expenses.....................................................................................................................31

Section 9.02 Notices. .......................................................................................................................31

Section 9.03 Interpretation. ...........................................................................................................32

Section 9.04 Headings.....................................................................................................................32

Section 9.05 Severability.. ..............................................................................................................32

Section 9.06 Entire Agreement......................................................................................................33

Section 9.07 Successors and Assigns. ............................................................................................33

Section 9.08 No Third Party Beneficiaries.. .................................................................................33

Section 9.09 Amendment and Modification; Waiver. . ...............................................................33

Section 9.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. ...................33

Section 9.11 Specific Performance. ..............................................................................................34

Section 9.12 Counterparts..............................................................................................................34

ARTICLE X BANKRUPTCY COURT MATTERS..................................................................................35

Section 10.01 Competing Transactions...........................................................................................35

Section 10.02 Filings with Bankruptcy Court................................................................................35

Section 10.03 Break-Up Fee............................................................. Error! Bookmark not defined.

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of [DATE], is entered into 

between FPMI SOLUTIONS, INC., a Delaware corporation ("Seller") and [BUYER NAME], a 

[STATE OF ORGANIZATION] corporation ("Buyer").

RECITALS

WHEREAS, Seller is engaged in the management and human resource consulting services 

for federal and commercial clients (the "Business"); 

WHEREAS, the Purchased Assets consist of general business assets as more fully described 

in Section 2.01 herein; 

WHEREAS, Seller filed a voluntary Petition for reorganization under Chapter 11 of Title 11 

of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for 

the District of Virginia, Alexandria Division (the “Bankruptcy Court”), under Case Number 

16-12142 REM (the “Bankruptcy Case”) and continue to own and operate the Property as 

debtors in possession of the bankruptcy estate (the “Estate”); 

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and 

assume from Seller, substantially all the assets and certain liabilities of the Business, subject to 

the terms and conditions set forth herein;

WHEREAS, the covenants and transactions contemplated herein are subject, in all respects, 

to the consideration of higher and better bids, if any, and approval of the Bankruptcy Court, after 

notice and a hearing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter 

set forth and for other good and valuable consideration, the receipt and sufficiency of which are 

hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

If not otherwise defined herein, the capitalized terms contained in this Agreement have 

the meanings specified or referred to in this Article I:

"Affiliate" of a Person means any other Person that directly or indirectly, through one or 

more intermediaries, controls, is controlled by, or is under common control with, such Person. 

The term "control" (including the terms "controlled by" and "under common control with") 

means the possession, directly or indirectly, of the power to direct or cause the direction of the 

management and policies of a Person, whether through the ownership of voting securities, by 

contract or otherwise.

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“Alternate Sale” shall mean a transaction (regardless of the form thereof) with respect to 

the Property or any substantial portion thereof consummated by the Sellers in accordance with 

the bid process in the Bankruptcy Court other than a transaction with the Buyer; provided, 

however, that any such transaction consummated as a result of, related to, or arising from 

Buyer’s breach or termination under this Agreement shall not constitute an Alternate Sale.

“Bid Procedures” shall mean the bid procedures governing the process by which the 

sale of the Property shall occur.

“Bid Procedures Order” shall mean, among other things, bid procedures, cure 

procedures, establishing a date for the Auction and scheduling a sale hearing.

"Business Day" means any day except Saturday, Sunday or any other day on which 

commercial banks located in Virginia are authorized or required by Law to be closed for 

business.

"IRS Code" means the Internal Revenue Code of 1986, as amended.

"Contracts" means all legally binding written contracts, leases, mortgages, licenses, 

instruments, notes, commitments, undertakings, indentures and other agreements.

"Disclosure Schedules" means the Disclosure Schedules delivered by Seller and Buyer 

concurrently with the execution and delivery of this Agreement.

"Dollars or $" means the lawful currency of the United States.

"Employee” or “Employees" means those Persons employed by Seller who worked 

exclusively for the Business immediately prior to the Closing.

"Encumbrance" means any lien, pledge, mortgage, deed of trust, security interest, 

charge, claim, easement, encroachment or other similar encumbrance.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, 

and the regulations promulgated thereunder.

"Governmental Authority" means any federal, state, local or foreign government or 

political subdivision thereof, or any agency or instrumentality of such government or political 

subdivision, or any self-regulated organization or other non-governmental regulatory authority or 

quasi-governmental authority (to the extent that the rules, regulations or orders of such 

organization or authority have the force of Law), or any arbitrator, court or tribunal of competent 

jurisdiction.

"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, 

determination or award entered by or with any Governmental Authority.

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"Intellectual Property" means any and all of the following in any jurisdiction 

throughout the world: (a) trademarks and service marks, including all applications and 

registrations and the goodwill connected with the use of and symbolized by the foregoing; (b) 

copyrights, including all applications and registrations, and works of authorship, whether or not 

copyrightable; (c) trade secrets and confidential know-how; (d) patents and patent applications; 

(e) websites and internet domain name registrations; and (f) all other intellectual property and 

industrial property rights and assets, and all rights, interests and protections that are associated 

with, similar to, or required for the exercise of, any of the foregoing.

"Intellectual Property Agreements" means all licenses, sublicenses and other 

agreements by or through which other Persons grant Seller or Seller grants any other Persons any 

exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used 

primarily in connection with the Business.

"Intellectual Property Assets" means all Intellectual Property that is owned by Seller 

and primarily used in connection with the Business, including the Intellectual Property 

Registrations set forth on Section 4.05 of the Disclosure Schedules.

"Intellectual Property Registrations" means all Intellectual Property Assets that are 

subject to any issuance, registration, application or other filing by, to or with any Governmental 

Authority or authorized private registrar in any jurisdiction, including registered trademarks, 

domain names, and copyrights, issued and reissued patents and pending applications for any of 

the foregoing.

"Knowledge of Seller or Seller's Knowledge" or any other similar knowledge 

qualification, means the actual knowledge of those persons listed on Section 1.01(a) of the 

Disclosure Schedules.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, 

treaty, common law, judgment, decree, other requirement or rule of law of any Governmental 

Authority.

"Losses" means actual out-of-pocket losses, damages, liabilities, costs or expenses, 

including reasonable attorneys' fees.

"Material Adverse Effect" means any event, occurrence, fact, condition or change, 

except for the Bankruptcy Case, that is materially adverse to (a) the business, results of 

operations, financial condition or assets of the Business, taken as a whole, or (b) the ability of 

Seller to consummate the transactions contemplated hereby. However, the definition of Material 

Adverse Effect shall not include any event, occurrence, fact, condition or change, directly or 

indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) 

conditions generally affecting the industries in which the Business operates; (iii) any changes in 

financial, banking or securities markets in general, including any disruption thereof and any 

decline in the price of any security or any market index or any change in prevailing interest rates; 

(iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or 

worsening thereof; (v) any action required or permitted by this Agreement or any action taken 

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(or omitted to be taken) with the written consent of or at the written request of Buyer; (vi) any 

matter of which Buyer is aware on the date hereof; (vii) any changes in applicable Laws or 

accounting rules (including GAAP) [or the enforcement, implementation or interpretation 

thereof]; (viii) the announcement, pendency or completion of the transactions contemplated by 

this Agreement, including losses or threatened losses of employees, customers, suppliers, 

distributors or others having relationships with the Seller and the Business; (ix) any natural or 

man-made disaster or acts of God; or (x) any failure by the Business to meet any internal or 

published projections, forecasts or revenue or earnings predictions (provided that the underlying 

causes of such failures (subject to the other provisions of this definition) shall not be excluded).

"Permits" means all permits, licenses, franchises, approvals, authorizations and consents 

required to be obtained from Governmental Authorities.

"Permitted Encumbrances" means (a) liens for Taxes not yet due and payable or being 

contested in good faith by appropriate procedures; (b) mechanics', carriers', workmen's, 

repairmen's or other like liens arising or incurred in the ordinary course of business; (c) 

easements, rights of way, zoning ordinances and other similar encumbrances affecting real 

property; (d) liens arising under original purchase price conditional sales contracts and 

equipment leases with third parties entered into in the ordinary course of business; and (e) other 

imperfections of title or Encumbrances, if any, that have not had, and would not have, a Material 

Adverse Effect.

"Person" means an individual, corporation, partnership, joint venture, limited liability 

company, Governmental Authority, unincorporated organization, trust, association or other 

entity.

"Representative" means, with respect to any Person, any and all directors, officers, 

employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

"Taxes" means all federal, state, local, foreign and other income, gross receipts, sales, 

use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, 

service use, withholding, payroll, employment, unemployment, estimated, excise, severance, 

environmental, stamp, occupation, premium, property (real or personal), real property gains, 

windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind 

whatsoever, together with any interest, additions or penalties with respect thereto and any 

interest in respect of such additions or penalties.

"Tax Return" means any return, declaration, report, claim for refund, information return 

or statement or other document required to be filed with respect to Taxes, including any schedule 

or attachment thereto, and including any amendment thereof.

"Transaction Documents" means this Agreement, the Bill of Sale, the Assignment and

Assumption Agreement, the Disclosure Schedule, and the other agreements, instruments and 

documents required to be delivered at the Closing.

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ARTICLE II

PURCHASE AND SALE

Section 2.01 Purchase and Sale of Assets. Subject to the terms and conditions set forth 

herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer 

shall purchase from Seller, all of Seller's right, title and interest in, to and under the following 

assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as 

of the Closing Date and relate to the Business (collectively, the "Purchased Assets"), and as 

more fully set forth on the attached Disclosure Schedule:

(a) after satisfaction in full of the secured debts owing to Bridge Bank, all 

deposit, checking, savings, and cash accounts of the Business, including but not limited 

to account numbers [__] maintained at Bridge Bank and Wells Fargo Bank;

(b) all accounts or notes receivable of the Business, including, without 

limitation, intercompany receivables and accrued but unbilled accounts receivable as 

shown on the attached Disclosure Schedule through the date of Closing;

(c) all short-term and long-term investments of the Business;

(d) all inventory, finished goods, raw materials, work in progress, packaging, 

supplies, parts and other inventories of the Business ("Inventory");

(e) all Contracts set forth on Section 2.01(e) of the Disclosure Schedules and 

the Intellectual Property Agreements set forth on Section 2.01(e) of the Disclosure 

Schedules (collectively, the "Assigned Contracts");

(f) all Intellectual Property Assets;

(g) all furniture, fixtures, equipment, supplies and other tangible personal 

property of the Business listed on Section 2.01(g) of the Disclosure Schedules (the 

"Tangible Personal Property");

(h) all Permits listed on Section 2.01(h) of the Disclosure Schedules, but only 

to the extent such Permits may be transferred under applicable Law;

(i) all prepaid expenses, credits, advance payments, prepayments, security, 

deposits, security deposits, charges, sums and fees set forth on Section 2.01(i) of the 

Disclosure Schedules to the extent they are related to any Purchased Assets;

(j) all of Seller's rights under warranties, indemnities and all similar rights 

against third parties to the extent related to any Purchased Assets;

(k) originals, or where not available, copies, of all books and records, 

including books of account, ledgers and general, financial and accounting records, 

machinery and equipment maintenance files, customer lists, customer purchasing 

histories, price lists, distribution lists, supplier lists, production data, quality control 

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records and procedures, customer complaints and inquiry files, research and development 

files, records and data (including all correspondence with any Governmental Authority), 

sales material and records, strategic plans, internal financial statements and marketing 

and promotional surveys, material and research, that exclusively relate to the Business or 

the Purchased Assets, other than books and records set forth in Section 2.02 ("Books and 

Records"); and

(l) all goodwill associated with any of the assets described in the foregoing 

clauses.

Section 2.02 Excluded Assets. Other than the Purchased Assets subject to Section 2.01, 

Buyer expressly understands and agrees that it is not purchasing or acquiring, and Seller is not 

selling or assigning, any other assets or properties of Seller, and all such other assets and 

properties shall be excluded from the Purchased Assets (the "Excluded Assets"). Excluded 

Assets include the following assets and properties of Seller:

(a) all Intellectual Property other than the Intellectual Property Assets;

(b) the corporate seals, organizational documents, minute books, stock books, 

Tax Returns, books of account or other records having to do with the corporate 

organization of Seller, all employee-related or employee benefit-related files or records, 

other than personnel files of Transferred Employees, and any other books and records 

which Seller is prohibited from disclosing or transferring to Buyer under applicable Law 

and is required by applicable Law to retain;

(c) all insurance policies of Seller and all rights to applicable claims and 

proceeds thereunder;

(d) subject to Section 6.04(d), all Benefit Plans and trusts or other assets 

attributable thereto;

(e) all Tax assets (including duty and Tax refunds and prepayments) of Seller 

or any of its Affiliates;

(f) all rights to any action, suit or claim of any nature available to or being 

pursued by Seller, whether arising by way of counterclaim or otherwise;

(g) the assets, properties and rights specifically set forth in the Section 2.02 of 

the Disclosure Schedules; and

(h) the rights which accrue or will accrue to Seller under the Transaction 

Documents.

Section 2.03 Assumed Liabilities. Subject to the terms and conditions set forth herein, 

Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and 

obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after 

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the Closing, other than the Excluded Liabilities (collectively, the "Assumed Liabilities"), 

including, without limitation, the following:

(a) all liabilities and obligations arising under or relating to the Assigned 

Contracts;

(b) all Employee payroll liabilities or obligations due for the payroll period 

ending June 17, 2016, owed to Employees, taxing authorities, or other Persons or their 

Affiliates existing as of the date of Closing or arising thereafter, up to an aggregate 

maximum of $300,000; 

(c) all Employee payroll liabilities or obligations accrued, but not due as of 

the date of Closing, up to an aggregate maximum of $300,000;

(d) except as specifically provided in Section 6.04, all liabilities and 

obligations of Buyer or its Affiliates relating to employee benefits, compensation or other 

arrangements with respect to any Transferred Employee arising on or after the Closing;

(e) all liabilities and obligations for (i) Taxes relating to the Business, the 

Purchased Assets or the Assumed Liabilities for any taxable period ending after the 

Closing Date and (ii) Taxes for which Buyer is liable pursuant to Section 6.11;

(f) all other liabilities and obligations arising out of or relating to Buyer's 

ownership or operation of the Business and the Purchased Assets on or after the Closing;

and

(g) all liabilities and obligations of Seller set forth on Section 2.03 of the 

Disclosure Schedules.

Section 2.04 Excluded Liabilities. Buyer shall not assume and shall not be responsible 

to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, 

the "Excluded Liabilities"):

(a) any other trade accounts payable of Seller to third parties in connection 

with the Business that remain unpaid as of the Closing Date not otherwise identified in 

the Assumed Liabilities in Section 2.03;

(b) any liabilities or obligations arising out of or relating to Seller's ownership 

or operation of the Business and the Purchased Assets prior to the Closing Date, except 

those Assumed Liabilities described in Section 2.03;

(c) any liabilities or obligations relating to or arising out of the Excluded 

Assets;

(d) any liabilities or obligations for (i) Taxes relating to the Business, the 

Purchased Assets or the Assumed Liabilities for any taxable period ending on or prior to 

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the Closing Date and (ii) any other Taxes of Seller or any of its Affiliates (other than 

Taxes allocated to Buyer under Section 6.11) for any taxable period;

(e) except as specifically provided in Section 6.04 and as specifically 

provided for in Section 2.03, any liabilities or obligations of Seller relating to or arising 

out of (i) the employment, or termination of employment, of any Employee prior to the 

Closing, or (ii) workers' compensation claims of any Employee which relate to events 

occurring prior to the Closing Date; 

(f) any liabilities or obligations of Seller arising or incurred in connection 

with the negotiation, preparation, investigation and performance of this Agreement, the 

other Transaction Documents and the transactions contemplated hereby and thereby, 

including, without limitation, fees and expenses of counsel, accountants, consultants, 

advisers and others;

(g) any liabilities and obligations of Seller set forth on Section 2.04 of the 

Disclosure Schedules;

(h) any obligations due to employment of Employees who are not Transferred 

Employees; and

(i) any amounts in excess of the aggregate maximums identified in Sections 

2.03(b) and (c).

Section 2.05 Purchase Price.

(a) The aggregate purchase price for the Purchased Assets shall be

[_______________________] dollars ($__________) (the "Purchase Price"), including

the assumption of the Assumed Liabilities. However, the Purchase Price will be reduced 

dollar for dollar by (i) all amounts payable by Buyer at Closing to Bridge Bank to fully 

extinguish the secured claims of Bridge Bank (the “Secured Debt”), and (ii) all liabilities 

related to Transferred Employees that will be paid directly by Buyer to Transferred 

Employees. The claims against the Seller of the Transferred Employees will then be 

released. The Purchase Price shall be paid by one or more wire transfers of immediately 

available funds to an account or accounts designated by Seller, which designations shall 

be in writing by Seller to Buyer no later than one day prior to the Closing Date. 

Notwithstanding the foregoing, the portions of the Purchase Price identified on Section 

2.05 of the Disclosure Schedule (each a “Contract Purchase Price”), which are 

specifically related to a Contract identified on Section 2.05 of the Disclosure Schedule 

(each a “Government Contract”), shall be paid at Closing.

(b) Upon execution of this Agreement, Buyer shall deposit ___________

dollars ($_________) as a refundable deposit (“Deposit”) with Paul Sweeney. The 

Deposit made payable to Paul Sweeney, Counsel for FPMI Solutions, Inc. (“Sweeney”)

and will be credited against the Purchase Price in the event Closing occurs hereunder and 

shall be held in escrow, in accordance with the terms and conditions of this Agreement,

by Sweeney until said Closing or until the Deposit is required by the terms of this 

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Agreement to be applied or delivered elsewhere. No interest will be earned on the 

Deposit. The Deposit shall not be refunded if (i) Closing does not occur due to a breach 

or default by Buyer under any of the Transaction Documents, or (ii) a motion has been 

filed with the Bankruptcy Court to approve this Agreement. Notwithstanding the 

foregoing, the Deposit shall be refunded if Seller consummates an Alternate Sale. 

Section 2.06 Allocation of Purchase Price. Within thirty (30) days after the Closing 

Date, Seller shall deliver a schedule allocating the Purchase Price (including any Assumed 

Liabilities treated as consideration for the Purchased Assets for Tax purposes) (the "Allocation 

Schedule"). The Allocation Schedule shall be prepared in accordance with Section 1060 of the 

IRS Code. The Allocation Schedule shall be deemed final unless Buyer notifies Seller in writing 

that Buyer objects to one or more items reflected in the Allocation Schedule within ten (10)

business days after delivery of the Allocation Schedule to Buyer. In the event of any such 

objection, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, 

however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation 

Schedule within fifteen (15) business days after the delivery of the Allocation Schedule to Buyer, 

such dispute shall be resolved by an independent certified public accountant (the “Tiebreaker”). 

Such Tiebreaker shall be appointed by two certified public accountants, one of which is chosen 

by Buyer and the other by Seller. The fees and expenses of such Tiebreaker shall be borne 

equally by Seller and Buyer, and the fees by such certified public accountant shall be borne by 

the party appointing such accountant. Seller and Buyer agree to file their respective IRS Forms 

8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule.

Section 2.07 Non-assignable Assets.

(a) Notwithstanding anything to the contrary in this Agreement, and subject to 

the provisions of this Section 2.07, to the extent that the sale, assignment, transfer, 

conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, 

to Buyer of any Purchased Asset would result in a violation of applicable Law, or would 

require the consent, authorization, approval or waiver of a Person who is not a party to 

this Agreement or an Affiliate of a party to this Agreement (including any Governmental 

Authority), and such consent, authorization, approval or waiver shall not have been 

obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, 

transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance 

or delivery, thereof; provided, however, that, subject to the satisfaction or waiver of the 

conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing 

without any adjustment to the Purchase Price on account thereof. Following the Closing, 

Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each 

other, to obtain any such required consent, authorization, approval or waiver, or any 

release, substitution or amendment required to novate all liabilities and obligations under 

any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or 

to obtain in writing the unconditional release of all parties to such arrangements, so that, 

in any case, Buyer shall be solely responsible for such liabilities and obligations from and 

after the Closing Date; provided, however, that neither Seller nor Buyer shall be required 

to pay any consideration therefor. Once such consent, authorization, approval, waiver, 

release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey 

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and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, 

approval, waiver, release, substitution or amendment relates for no additional 

consideration. Applicable sales, transfer and other similar Taxes in connection with such 

sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance 

with Section 6.11.

(b) To the extent that any Purchased Asset and/or Assumed Liability cannot 

be transferred to Buyer following the Closing pursuant to this Section 2.07, Buyer and 

Seller shall use commercially reasonable efforts to enter into such arrangements (such as 

subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to 

the extent permitted under applicable Law, operational equivalent of the transfer of such 

Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the 

performance by Buyer of its obligations with respect thereto. Buyer shall, as agent or 

subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of 

Seller thereunder from and after the Closing Date. To the extent permitted under 

applicable Law, Seller shall, at Buyer's expense, hold in trust for and pay to Buyer 

promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other 

monies received by Seller to the extent related to such Purchased Asset in connection 

with the arrangements under this Section 2.07. Seller shall be permitted to set off against 

such amounts all direct costs associated with the retention and maintenance of such 

Purchased Assets upon advance reasonable written notice to Buyer. Notwithstanding 

anything herein to the contrary, the provisions of this Section 2.07 shall not apply to any 

consent or approval required under any antitrust, competition or trade regulation Law, 

which consent or approval shall be governed by Section 6.06.

ARTICLE III

CLOSING

Section 3.01 Closing. Subject to the terms and conditions of this Agreement, the 

consummation of the transactions contemplated by this Agreement (the "Closing") shall take 

place at the offices of Yumkas, Vidmar, Sweeney & Mulrenin, LLC, at 10211 Wincopin Circle, 

Suite 500, Columbia, MD 21044, at 3 pm Eastern US Time, on the third (3rd) Business Day after 

the Sale Order has been entered by the Bankruptcy Court in the Bankruptcy Case and all terms 

and conditions thereof shall be satisfied, or remotely by mail, e-mail and/or wire transfer, at such 

other time, date or place as Seller and Buyer may mutually agree upon in writing. The date on 

which the Closing is to occur is herein referred to as the "Closing Date".

Section 3.02 Closing Deliverables.

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) a bill of sale in the form of Exhibit A hereto (the "Bill of Sale") 

and duly executed by Seller, transferring the tangible personal property included 

in the Purchased Assets to Buyer;

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(ii) an assignment and assumption agreement in the form of Exhibit B

hereto (the "Assignment and Assumption Agreement") and duly executed by 

Seller, for the assignment to and assumption by Buyer of the Purchased Assets 

and the Assumed Liabilities;

(iii) the Seller Closing Certificate;

(iv) the certificates of the Secretary or Assistant Secretary of Seller 

required by Section 7.02(e) and Section 7.02(f)

(v) the FIRPTA Certificate (as hereinafter defined)

(vi) such other customary instruments of transfer, assumption, filings 

or documents, in form and substance reasonably satisfactory to Buyer, as may be 

required to give effect to this Agreement.

(b) At the Closing, Buyer shall deliver to Seller the following:

(i) the Purchase Price;

(ii) the Assignment and Assumption Agreement duly executed by 

Buyer;

(iii) the Buyer Closing Certificate;

(iv) a certificate of good standing in the state in which Buyer is

organized on a form approved by Seller; and

(v) the resolutions of Buyer and certificates of the Secretary or 

Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer 

that the statements contained in this Article IV are true and correct as of the date hereof.

Section 4.01 Organization and Qualification of Seller. Seller is a corporation duly 

organized, validly existing and in good standing under the Laws of the state of Delaware and has 

all necessary authority to own, operate or lease the properties and assets now owned, operated or 

leased by it and to carry on the Business as currently conducted. Seller is duly licensed or 

qualified to do business and is in good standing in each jurisdiction in which the ownership of 

the Purchased Assets or the operation of the Business as currently conducted makes such 

licensing or qualification necessary, except where the failure to be so licensed, qualified or in 

good standing would not have a Material Adverse Effect.

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Section 4.02 Authority of Seller. Except to the extent Seller requires approval from the 

Bankruptcy Court, Seller may enter into this Agreement and the other Transaction Documents to 

which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate 

the transactions contemplated hereby and thereby. The execution and delivery by Seller of this 

Agreement and any other Transaction Document to which Seller is a party, the performance by 

Seller of its obligations hereunder and thereunder and the consummation by Seller of the 

transactions contemplated hereby and thereby have been duly authorized. This Agreement has 

been duly executed and delivered by Seller, and (assuming due authorization, execution and 

delivery by Buyer) with Bankruptcy Court approval this Agreement constitutes a legal, valid and 

binding obligation of Seller, enforceable against Seller in accordance with its terms, except as 

such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or 

similar Laws affecting creditors' rights generally and by general principles of equity (regardless 

of whether enforcement is sought in a proceeding at law or in equity). When each other 

Transaction Document to which Seller is or will be a party has been approved by the 

Bankruptcy Court and duly executed and delivered by Seller (assuming due authorization, 

execution and delivery by each other party thereto), such Transaction Document will constitute a 

legal and binding obligation of Seller enforceable against it in accordance with its terms, except 

as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or 

similar Laws affecting creditors' rights generally and by general principles of equity (regardless 

of whether enforcement is sought in a proceeding at law or in equity).

Section 4.03 No Conflicts; Consents. The execution, delivery and performance by 

Seller of this Agreement and the other Transaction Documents to which it is a party, and the 

consummation of the transactions contemplated hereby and thereby, do not and will not: (a) 

result in a violation or breach of any provision of the certificate of incorporation or by-laws of 

Seller; (b) result in a violation or breach of any provision of any Law or Governmental Order 

applicable to Seller, the Business or the Purchased Assets; or (c) except as set forth in Section 

4.01 of the Disclosure Schedules, require the consent, notice or other action by any Person under, 

conflict with, result in a violation or breach of, constitute a default under or result in the 

acceleration of any Material Contract; except in the cases of clauses (b) and (c), where the 

violation, breach, conflict, default, acceleration or failure to give notice would not have a 

Material Adverse Effect. Except with respect to the Bankruptcy Court, no consent, approval, 

Permit, Governmental Order, declaration or filing with, or notice to, any Governmental 

Authority is required by or with respect to Seller in connection with the execution and delivery 

of this Agreement or any of the other Transaction Documents and the consummation of the 

transactions contemplated hereby and thereby, except for such filings as may be required as set 

forth in Section 4.01 of the Disclosure Schedules and such consents, approvals, Permits, 

Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a 

Material Adverse Effect.

Section 4.04 Material Contracts.

(a) Section 4.02 of the Disclosure Schedules lists each of the following 

Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which 

Seller is a party or by which it is bound in connection with the Business or the Purchased 

Assets (together with all Intellectual Property Agreements listed in Section 4.05 of the 

Disclosure Schedules, collectively, the "Material Contracts"):

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(i) all Contracts involving aggregate consideration in excess of 

$[AMOUNT] or requiring performance by any party more than one year from the 

date hereof, which, in each case, cannot be cancelled without penalty or without 

more than [180/[NUMBER]] days' notice;

(ii) all Contracts that relate to the sale of any of the Purchased Assets, 

other than in the ordinary course of business, for consideration in excess of 

$[AMOUNT];

(iii) all Contracts that relate to the acquisition of any business, a 

material amount of stock or assets of any other Person or any real property 

(whether by merger, sale of stock, sale of assets or otherwise), in each case 

involving amounts in excess of $[AMOUNT];

(iv) except for agreements relating to trade receivables, all Contracts 

relating to indebtedness (including, without limitation, guarantees), in each case 

having an outstanding principal amount in excess of $[AMOUNT];

(v) all Contracts between or among the Seller on the one hand and any 

Affiliate of Seller on the other hand;

(vi) all collective bargaining agreements or Contracts with any labor 

organization, union or association.

(b) Except as set forth on Section 4.03 of the Disclosure Schedules, Seller is 

not in breach of, or default under, any Material Contract, except for such breaches or 

defaults that would not have a Material Adverse Effect.

Section 4.05 Title to Tangible Personal Property. Except as set forth in the Section 

4.04 of the Disclosure Schedules, Seller has good and valid title to, or a valid leasehold interest 

in, all Tangible Personal Property included in the Purchased Assets, and subject to approval of 

the Bankruptcy Court will be free and clear of Encumbrances except for Permitted 

Encumbrances.

Section 4.06 Intellectual Property.

(a) Section 4.05 of the Disclosure Schedules lists (i) all Intellectual Property 

Registrations and (ii) all Intellectual Property Agreements. Except as set forth in Section 

4.05 of the Disclosure Schedules, or as would not have a Material Adverse Effect, Seller 

owns or has the right to use all Intellectual Property Assets and the Intellectual Property 

licensed to Seller under the Intellectual Property Agreements.

(b) Except as set forth in Section 4.06 of the Disclosure Schedules, or as 

would not have a Material Adverse Effect, to Seller's Knowledge: (i) the conduct of the 

Business as currently conducted does not infringe, misappropriate, dilute or otherwise 

violate the Intellectual Property of any Person; and (ii) no Person is infringing, 

misappropriating or otherwise violating any Intellectual Property Assets. 

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Notwithstanding anything to the contrary in this Agreement, this Section 4.06(b)

constitutes the sole representation and warranty of the Seller under this Agreement with 

respect to any actual or alleged infringement, misappropriation or other violation by 

Seller of any Intellectual Property of any other Person.

Section 4.07 Legal Proceedings; Governmental Orders.

(a) Except as set forth in Section 4.07 of the Disclosure Schedules, there are 

no actions, suits, claims, investigations or other legal proceedings pending or, to Seller's 

Knowledge, threatened against or by Seller relating to or affecting the Business, the 

Purchased Assets, or the Assumed Liabilities which would be material to the Purchased 

Assets.

(b) Except as set forth in Section 4.07 the Disclosure Schedules, there are no 

outstanding Governmental Orders and no unsatisfied judgments, penalties or awards 

against or affecting the Business or the Purchased Assets which would be material to the 

Purchased Assets.

Section 4.08 Compliance With Laws; Permits.

(a) Except as set forth in Section 4.08 the Disclosure Schedules Seller is in 

compliance with all Laws applicable to the conduct of the Business as currently 

conducted or the ownership and use of the Purchased Assets, except where the failure to 

be in compliance would not be a Materia Adverse Effect.

(b) All Permits required for Seller to conduct the Business as currently 

conducted or for the ownership and use of the Purchased Assets have been obtained by 

Seller and are valid and in full force and effect, except where the failure to obtain such 

Permits would not have a Material Adverse Effect.

Section 4.09 Employee Benefit Matters.

(a) Section 4.09 of the Disclosure Schedules contains a list of each material 

benefit, retirement, employment, consulting, compensation, incentive, bonus, stock 

option, restricted stock, stock appreciation right, phantom equity, change in control, 

severance, vacation, paid time off, welfare and fringe-benefit agreement, plan, policy and 

program in effect and covering one or more Employees, former employees of the 

Business, current or former directors of the Business or the beneficiaries or dependents of 

any such Persons, and is maintained, sponsored, contributed to, or required to be 

contributed to by Seller, or under which Seller has any material liability for premiums or 

benefits (as listed on Section 4.09 of the Disclosure Schedules, each, a "Benefit Plan").

(b) Except as set forth in Section 4.09 of the Disclosure Schedules, or as 

would not have a Material Adverse Effect, to Seller's Knowledge, each Benefit Plan and 

related trust complies with all applicable Laws (including ERISA [and/,] the Code [and 

applicable local Laws]). Each Benefit Plan that is intended to be qualified under Section 

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401(a) of the Code (a "Qualified Benefit Plan") has received a favorable determination 

letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on 

an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the 

effect that such Qualified Benefit Plan is so qualified and that the plan and the trust 

related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), 

respectively, of the Code, and, to Seller's Knowledge, nothing has occurred that could 

reasonably be expected to cause the revocation of such determination letter from the 

Internal Revenue Service or the unavailability of reliance on such opinion letter from the 

Internal Revenue Service, as applicable. With respect to any Benefit Plan, to Seller's 

Knowledge, no event has occurred or is reasonably expected to occur that has resulted in 

or would subject Seller to a Tax under Section 4971 of the Code or the Purchased Assets 

to a lien under Section 430(k) of the Code.

(c) Except as set forth in Section 4.09 of the Disclosure Schedules, no Benefit 

Plan: (i) is subject to the minimum funding standards of Section 302 of ERISA or Section 

412 of the Code; or (ii) is a "multi-employer plan" (as defined in Section 3(37) of 

ERISA). Except as would not have a Material Adverse Effect, Seller has not: (A) 

withdrawn from any pension plan under circumstances resulting (or expected to result) in 

liability; or (B) engaged in any transaction which would give rise to a liability under 

Section 4069 or Section 4212(c) of ERISA.

(d) Except as set forth in Section 4.09 of the Disclosure Schedules and other 

than as required under Section 4980B of the Code or other applicable Law, no Benefit 

Plan provides benefits or coverage in the nature of health, life or disability insurance 

following retirement or other termination of employment (other than death benefits when 

termination occurs upon death).

(e) Except as set forth in Section 4.09 of the Disclosure Schedules, or as 

would not have a Material Adverse Effect, no Benefit Plan exists that could: (i) result in 

the payment to any Employee, director or consultant of the Business of any money or 

other property; or (ii) accelerate the vesting of or provide any additional rights or benefits 

(including funding of compensation or benefits through a trust or otherwise) to any 

Employee, director or consultant of the Business, in each case, as a result of the execution 

of this Agreement. Neither the execution of this Agreement nor the consummation of the 

transactions contemplated hereby will result in "excess parachute payments" within the 

meaning of Section 280G(b) of the Code.

(f) The representations and warranties set forth in this Section 4.09 are the 

Seller's sole and exclusive representations and warranties regarding employee benefit 

matters.

Section 4.10 Taxes.

(a) Except as set forth in Section 4.12 of the Disclosure Schedules, or as 

would not have a Material Adverse Effect, Seller has filed (taking into account any valid 

extensions) all material Tax Returns with respect to the Business required to be filed by 

Seller and has paid all Taxes shown thereon as owing. Seller is not currently the 

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beneficiary of any extension of time within which to file any material Tax Return other 

than extensions of time to file Tax Returns obtained in the ordinary course of business.

(b) Seller is not a "foreign person" as that term is used in Treasury 

Regulations Section 1.1445-2.

(c) The representations and warranties set forth in this Section 4.10 are 

Seller's sole and exclusive representations and warranties regarding Tax matters.

Section 4.11 Brokers. No broker, finder or investment banker is entitled to any 

brokerage, finder's or other fee or commission in connection with the transactions contemplated 

by this Agreement or any other Transaction Document based upon arrangements made by or on 

behalf of Seller.

Section 4.12 No Other Representations and Warranties. Except for the 

representations and warranties contained in this Article IV (including the related portions of the 

Disclosure Schedules), neither Seller nor any other Person has made or makes any other express 

or implied representation or warranty, either written or oral, on behalf of Seller, including any 

representation or warranty as to the accuracy or completeness of any information regarding the 

Business and the Purchased Assets furnished or made available to Buyer and its Representatives 

(including any information, documents or material delivered to Buyer, management 

presentations or in any other form in expectation of the transactions contemplated hereby) or as 

to the future revenue, profitability or success of the Business, or any representation or warranty 

arising from statute or otherwise in law.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Except as set forth in the Disclosure Schedules, Buyer represents and warrants to Seller 

that the statements contained in this Article V are true and correct as of the date hereof.

Section 5.01 Organization and Authority of Buyer. Buyer is a corporation duly 

organized, validly existing and in good standing under the Laws of the state of Delaware.

Section 5.02 Authority of Buyer. Buyer has all necessary corporate power and 

authority to enter into this Agreement and the other Transaction Documents to which Buyer is a 

party, to carry out its obligations hereunder and thereunder and to consummate the transactions 

contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and 

any other Transaction Document to which Buyer is a party, the performance by Buyer of its 

obligations hereunder and thereunder and the consummation by Buyer of the transactions 

contemplated hereby and thereby have been duly authorized by all requisite corporate action on 

the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and 

(assuming due authorization, execution and delivery by Seller) this Agreement constitutes a 

legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its 

terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, 

moratorium or similar Laws affecting creditors' rights generally and by general principles of 

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equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When 

each other Transaction Document to which Buyer is or will be a party has been duly executed 

and delivered by Buyer (assuming due authorization, execution and delivery by each other party 

thereto), such Transaction Document will constitute a legal and binding obligation of Buyer 

enforceable against it in accordance with its terms, except as such enforceability may be limited 

by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights 

generally and by general principles of equity (regardless of whether enforcement is sought in a 

proceeding at law or in equity).

Section 5.03 No Conflicts; Consents. The execution, delivery and performance by 

Buyer of this Agreement and the other Transaction Documents to which it is a party, and the 

consummation of the transactions contemplated hereby and thereby, do not and will not: (a) 

result in a violation or breach of any provision of the certificate of incorporation or by-laws of 

Buyer; (b) result in a violation or breach of any provision of any Law or Governmental Order 

applicable to Buyer; or (c) except as set forth in Section 5.03 of the Disclosure Schedules,

require the consent, notice or other action by any Person under, conflict with, result in a violation 

or breach of, constitute a default under or result in the acceleration of any agreement to which 

Buyer is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, 

default, acceleration or failure to give notice would not have a material adverse effect on Buyer's 

ability to consummate the transactions contemplated hereby. No consent, approval, Permit, 

Governmental Order, declaration or filing with, or notice to, any Governmental Authority is 

required by or with respect to Buyer in connection with the execution and delivery of this 

Agreement and the other Transaction Documents and the consummation of the transactions 

contemplated hereby and thereby, except as set forth in Section 5.03 of the Disclosure Schedules 

and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices 

which would not have a material adverse effect on Buyer's ability to consummate the 

transactions contemplated hereby and thereby.

Section 5.04 Brokers. No broker, finder or investment banker is entitled to any 

brokerage, finder's or other fee or commission in connection with the transactions contemplated 

by this Agreement or any other Transaction Document based upon arrangements made by or on 

behalf of Buyer.

Section 5.05 Sufficiency of Funds. Buyer has sufficient cash on hand or other sources 

of immediately available funds to enable it to make payment of the Purchase Price and 

consummate the transactions contemplated by this Agreement.

Section 5.06 Solvency Immediately after giving effect to the transactions contemplated 

hereby, Buyer shall be solvent and shall: (a) be able to pay its debts as they become due; (b) own 

property that has a fair saleable value greater than the amounts required to pay its debts 

(including a reasonable estimate of the amount of all contingent liabilities); and (c) have 

adequate capital to carry on its business. No transfer of property is being made and no obligation 

is being incurred in connection with the transactions contemplated hereby with the intent to 

hinder, delay or defraud either present or future creditors of Buyer or Seller. In connection with 

the transactions contemplated hereby, Buyer has not incurred, nor plans to incur, debts beyond 

its ability to pay as they become absolute and matured.

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Section 5.07 Legal Proceedings. Except as set forth in Section 5.07 of the Disclosure 

Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending 

or, to Buyer's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge 

or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Section 5.08 Independent Investigation. Buyer has conducted its own independent 

investigation, review and analysis of the Business and the Purchased Assets, and acknowledges 

that it has been provided adequate access to the personnel, properties, assets, premises, books 

and records, and other documents and data of Seller for such purpose. Buyer acknowledges and 

agrees that: (a) in making its decision to enter into this Agreement and to consummate the 

transactions contemplated hereby, Buyer has relied solely upon its own investigation and the 

express representations and warranties of Seller set forth in Article IV of this Agreement 

(including related portions of the Disclosure Schedules); and (b) neither Seller nor any other 

Person has made any representation or warranty as to Seller, the Business, the Purchased Assets 

or this Agreement, except as expressly set forth in Article IV of this Agreement (including the 

related portions of the Disclosure Schedules).

ARTICLE VI

COVENANTS

Section 6.01 Conduct of Business Prior to the Closing. From the date hereof until the 

Closing, subject to the authority of the Bankruptcy Court, Seller shall use reasonable commercial 

efforts to (a) conduct the Business in the ordinary course of business; and (b) use commercially 

reasonable efforts to maintain and preserve intact its current Business organization, operations 

and franchise and to preserve the rights, franchises, goodwill and relationships of its Employees, 

customers, lenders, suppliers, regulators and others having relationships with the Business.

Section 6.02 Access to Information. From the date hereof until the Closing, Seller 

shall (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of 

the properties, assets, premises, Books and Records, Assigned Contracts and other documents 

and data related to the Business; (b) furnish Buyer and its Representatives with such financial, 

operating and other data and information related to the Business as Buyer or any of its 

Representatives may reasonably request; and (c) instruct the Representatives of Seller to 

cooperate with Buyer in its investigation of the Business; provided, however, that any such 

investigation shall be conducted during normal business hours upon reasonable advance notice to 

Seller, under the supervision of Seller's personnel and in such a manner as not to interfere with 

the conduct of the Business or any other businesses of Seller. All requests by Buyer for access 

pursuant to this Section 6.02 shall be submitted or directed exclusively to Mark McLindon, Chief 

Executive Officer, or such other individuals as Seller may designate in writing from time to time. 

Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to 

disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) cause 

significant competitive harm to Seller and its businesses, including the Business, if the 

transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorneyclient or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding 

agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior 

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written consent of Seller, which may be withheld for any reason, Buyer shall not contact any 

suppliers to, or customers of, the Business.

Section 6.03 Supplement to Disclosure Schedules. From time to time prior to the 

Closing, Seller shall have the right (but not the obligation) to supplement or amend the 

Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes 

aware after the date hereof (each a "Schedule Supplement"). Buyer has the right to terminate 

this Agreement within five (5) Business Days of its receipt of such Schedule Supplement, 

however if Buyer does not do so within such timeframe, then Buyer shall be deemed to have 

irrevocably waived any right to terminate this Agreement with respect to such matter.

Section 6.04 Employees and Employee Benefits.

(a) Buyer shall, or shall cause an Affiliate of Buyer to, offer employment 

effective on the Closing Date, to those certain Employees listed on Section 6.01 of the 

Disclosure Schedule (the Employees who accept such employment and commence 

employment on the Closing Date, the "Transferred Employees").

(b) During the period commencing on the Closing Date and ending on the 

date which is twelve (12) months from the Closing (or if earlier, the date of the 

Transferred Employee's termination of employment with Buyer or an Affiliate of Buyer), 

Buyer shall, or shall cause an Affiliate of Buyer to, in its commercially reasonable

direction, provide each Transferred Employee with: (i) base salary or hourly wages which 

are comparable to the base salary or hourly wages of similarly situated employees in the 

industry; (ii) target bonus opportunities (excluding equity-based compensation), if any, 

which are based on Buyer’ customary business practices, plans, and polices; and (iii) 

severance benefits, which are based on Buyer’ customary business practices, plans, and 

polices.

(c) With respect to any employee benefit plan maintained by Buyer or an 

Affiliate of Buyer (collectively, "Buyer Benefit Plans") for the benefit of any 

Transferred Employee, effective as of the Closing, Buyer shall, or shall cause its Affiliate 

to, in its commercially reasonable direction, recognize the service of the Transferred 

Employees with Seller, as if such service were with Buyer, for vesting, eligibility and 

accrual purposes; provided, however, such service shall not be recognized to the extent 

that (x) such recognition would result in a duplication of benefits; (y) such service was 

not recognized under the corresponding Benefit Plan; or (z) such Transferred Employees 

are not eligible for the Buyer Benefit Plans.

(d) Effective as soon as practicable following the Closing Date, Seller, or any 

applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding 

loans) from the defined contribution retirement plan that it maintains to the defined 

contribution retirement plan maintained by Buyer, with respect to the Transferred 

Employees, in connection with the transactions contemplated by this Agreement, 

provided the defined contribution retirement plan maintained by Buyer can accept such a 

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transfer. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the

IRS Code. 

(e) Effective as of the Closing, the Transferred Employees shall cease active 

participation in the Benefit Plans. Seller shall remain liable for all eligible claims for 

benefits under the Benefit Plans that are incurred by the Employees prior to the Closing 

Date. For purposes of this Agreement, the following claims shall be deemed to be 

incurred as follows: (i) life, accidental death and dismemberment, short-term disability, 

and workers' compensation insurance benefits, on the event giving rise to such benefits; 

(ii) medical, vision, dental, and prescription drug benefits, on the date the applicable 

services, materials or supplies were provided; and (iii) long-term disability benefits, on 

the eligibility date determined by the long-term disability insurance carrier for the plan in 

which the applicable Employee participates.

(f) Buyer and Seller intend that the transactions contemplated by this 

Agreement should not constitute a separation, termination or severance of employment of 

any Employee who accepts an employment offer by Buyer that is consistent with the 

requirements of Section 6.04(b), including for purposes of any Benefit Plan that provides 

for separation, termination or severance benefits, and that each such Employee will have 

continuous employment immediately before and immediately after the Closing. Buyer 

shall be liable and hold the Seller harmless for: (i) any statutory, common law, 

contractual or other severance with respect to any Employee, other than an Employee 

who has received an offer of employment by Buyer on terms and conditions consistent 

with Section 6.04(b) hereof and declines such offer; and (ii) any claims relating to the 

employment of any Transferred Employee arising in connection with or following the 

Closing.

(g) This Section 6.04 shall be binding upon and inure solely to the benefit of 

each of the parties to this Agreement, and nothing in this Section 6.04, express or 

implied, shall confer upon any other Person any rights or remedies of any nature 

whatsoever under or by reason of this Section 6.04. Nothing contained herein, express or 

implied, shall be construed to establish, amend or modify any benefit plan, program, 

agreement or arrangement. The parties hereto acknowledge and agree that the terms set 

forth in this Section 6.04 shall not create any right in any Transferred Employee or any 

other Person to any continued employment with Buyer or any of its Affiliates or 

compensation or benefits of any nature or kind whatsoever.

Section 6.05 Intentionally omitted.

Section 6.06 Governmental Approvals and Consents.

(a) Each party hereto shall, as promptly as possible, use its reasonable best 

efforts to obtain, or cause to be obtained, all consents, authorizations, orders and 

approvals from all Governmental Authorities that may be or become necessary for its 

execution and delivery of this Agreement and the performance of its obligations pursuant 

to this Agreement and the other Transaction Documents. Each party shall cooperate fully 

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with the other party and its Affiliates in promptly seeking to obtain all such consents, 

authorizations, orders and approvals. The parties hereto shall not willfully take any action 

that will have the effect of delaying, impairing or impeding the receipt of any required 

consents, authorizations, orders and approvals.

(b) Without limiting the generality of the Buyer's undertakings pursuant to 

this Section 6.06, Buyer agrees to use its reasonable best efforts and to take any and all 

steps necessary to avoid or eliminate each and every impediment under any antitrust, 

competition or trade regulation Law that may be asserted by any Governmental Authority 

or any other party so as to enable the parties hereto to close the transactions contemplated 

by this Agreement as promptly as possible, including proposing, negotiating, committing 

to and effecting, by consent decree, hold separate orders, or otherwise, the sale, 

divestiture or disposition of any of its assets, properties or businesses or of the assets, 

properties or businesses to be acquired by it pursuant to this Agreement as are required to 

be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, 

temporary restraining order or other order in any suit or proceeding, which would 

otherwise have the effect of materially delaying or preventing the consummation of the 

transactions contemplated by this Agreement. In addition, Buyer shall use its reasonable 

best efforts to defend through litigation on the merits any claim asserted in court by any 

party in order to avoid entry of, or to have vacated or terminated, any Governmental 

Order (whether temporary, preliminary or permanent) that would prevent the 

consummation of the Closing.

(c) Seller and Buyer shall use commercially reasonable efforts to give all 

notices to, and obtain all consents from, all third parties that are described in the Sections 

4.01 and 5.0# of the Disclosure Schedules where Seller and/or Buyer would be obligated 

to provide notice to, or obtain consent from; provided, however, that Seller shall not be 

obligated to pay any consideration therefor to any third party from whom consent or 

approval is requested.

Section 6.07 Books and Records.

(a) In order to facilitate the resolution of any claims made against or incurred

by Seller prior to the Closing, or for any other reasonable purpose, for a period of seven 

(7) years after the Closing, Buyer shall:

(i) retain the Books and Records (including personnel files) relating to 

periods prior to the Closing in a manner reasonably consistent with the prior 

practices of Seller; and

(ii) upon reasonable notice, afford the Seller's Representatives 

reasonable access (including the right to make, at Seller's expense, photocopies), 

during normal business hours, to such Books and Records.

(b) In order to facilitate the resolution of any claims made by or against or 

incurred by Buyer after the Closing, or for any other reasonable purpose, for a period of 

three (3) years after the Closing, Seller shall:

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(i) retain the books and records (including personnel files) of Seller 

which relate to the Business and its operations for periods prior to the Closing; 

and

(ii) upon reasonable notice, afford the Buyer's Representatives 

reasonable access (including the right to make, at Buyer's expense, photocopies), 

during normal business hours, to such books and records.

(c) Neither Buyer nor Seller shall be obligated to provide the other party with 

access to any books or records (including personnel files) pursuant to this Section 6.07

where such access would violate any Law.

Section 6.08 Closing Conditions. From the date hereof until the Closing, each party 

hereto shall use commercially reasonable efforts to take such actions as are necessary to 

expeditiously satisfy the closing conditions set forth in Article VII hereof.

Section 6.09 Public Announcements. Unless otherwise required by applicable Law, 

including, but not limited to the obligations under the Bankruptcy Code (based upon the 

reasonable advice of counsel), no party to this Agreement shall make any public announcements 

in respect of this Agreement or the transactions contemplated hereby or otherwise communicate 

with any news media without the prior written consent of the other party (which consent shall not 

be unreasonably withheld or delayed), and the parties shall cooperate as to the timing and 

contents of any such announcement.

Section 6.10 Intentionally omitted.

Section 6.11 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, 

value added and other such Taxes and fees (including any penalties and interest) incurred in 

connection with this Agreement and the other Transaction Documents (including any real 

property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. 

Buyer shall, at its own expense, timely file any Tax Return or other document with respect to 

such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Section 6.12 Further Assurances. Following the Closing, each of the parties hereto 

shall, and shall cause their respective Affiliates to, execute and deliver such additional 

documents, instruments, conveyances and assurances and take such further actions as may be 

reasonably required to carry out the provisions hereof and give effect to the transactions 

contemplated by this Agreement and the other Transaction Documents.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.01 Conditions to Obligations of All Parties. The obligations of each party 

to consummate the transactions contemplated by this Agreement shall be subject to the 

fulfillment, at or prior to the Closing, of each of the following conditions:

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(a) No Governmental Authority shall have enacted, issued, promulgated, 

enforced or entered any Governmental Order which is in effect and has the effect of 

making the transactions contemplated by this Agreement illegal, otherwise restraining or 

prohibiting consummation of such transactions or causing any of the transactions 

contemplated hereunder to be rescinded following completion thereof.

(b) Seller shall have received all consents, authorizations, orders and 

approvals from the Persons referred to in Section 4.03 and Buyer shall have received all 

consents, authorizations, orders and approvals from the Governmental Authorities 

referred to in Section 5.03, in each case, in form and substance reasonably satisfactory to 

Buyer and Seller, and no such consent, authorization, order and approval shall have been 

revoked.

(c) The Sale Order shall have been entered by the Bankruptcy Court in the 

Bankruptcy Case and all terms and conditions thereof shall be satisfied.

(d) No litigation or other court action shall have been commenced by a thirdparty seeking to obtain an injunction or other relief from such court to enjoin the 

consummation of the transactions described in this Agreement, and no preliminary or 

permanent injunction or other order, decree or ruling shall have been issued by a court of 

competent jurisdiction or by any governmental authority, would make illegal or invalid or 

otherwise prevent the consummation of the transactions described in this Agreement.

Section 7.02 Conditions to Obligations of Buyer. The obligations of Buyer to 

consummate the transactions contemplated by this Agreement shall be subject to the fulfillment 

or Buyer's waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Seller contained in Article IV shall 

be true and correct in all respects as of the Closing Date with the same effect as though 

made at and as of such date (except those representations and warranties that address 

matters only as of a specified date, which shall be true and correct in all respects as of 

that specified date), except where the failure of such representations and warranties to be 

true and correct would not have a Material Adverse Effect.

(b) Seller shall have duly performed and complied in all material respects 

with all agreements, covenants and conditions required by this Agreement and each of the 

other Transaction Documents to be performed or complied with by it prior to or on the 

Closing Date.

(c) Seller shall have delivered to Buyer duly executed counterparts to the 

Transaction Documents (other than this Agreement) and such other documents and 

deliveries set forth in Section 3.02(a).

(d) Buyer shall have received a certificate, dated the Closing Date and signed 

by a duly authorized officer of Seller, that each of the conditions set forth in Section 

7.02(a) and Section 7.02(b) have been satisfied (the "Seller Closing Certificate").

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(e) Buyer shall have received a certificate of the Secretary or an Assistant 

Secretary (or equivalent officer) of Seller certifying the names and signatures of the 

officers of Seller authorized to sign this Agreement, the Transaction Documents and the 

other documents to be delivered hereunder and thereunder.

(f) The Sale Order shall have been entered by the Bankruptcy Court in the 

Bankruptcy Case and all terms and conditions thereof shall be satisfied.

(g) Buyer shall have received a certificate pursuant to Treasury Regulations 

Section 1.1445-2(b) substantially in the form of Exhibit C (the "FIRPTA Certificate") 

that Seller is not a foreign person within the meaning of Section 1445 of the Code duly 

executed by Seller.

Section 7.03 Conditions to Obligations of Seller. The obligations of Seller to 

consummate the transactions contemplated by this Agreement shall be subject to the fulfillment 

or Seller's waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Buyer contained in Article V shall 

be true and correct in all respects as of the Closing Date with the same effect as though 

made at and as of such date (except those representations and warranties that address 

matters only as of a specified date, which shall be true and correct in all respects as of 

that specified date), except where the failure of such representations and warranties to be 

true and correct would not have a material adverse effect on Buyer's ability to 

consummate the transactions contemplated hereby.

(b) Buyer shall have duly performed and complied in all material respects 

with all agreements, covenants and conditions required by this Agreement and each of the 

other Transaction Documents to be performed or complied with by it prior to or on the 

Closing Date.

(c) Buyer shall have delivered to Seller the Purchase Price, duly executed 

counterparts to the Transaction Documents (other than this Agreement) and such other 

documents and deliveries set forth in Section 3.02(b).

(d) Seller shall have received a certificate, dated the Closing Date and signed 

by a duly authorized officer of Buyer, that each of the conditions set forth in Section 

7.03(a) and Section 7.03(b) have been satisfied (the "Buyer Closing Certificate").

(e) Seller shall have received resolutions of the Buyer and a certificate of the 

Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that 

attached thereto are true and complete copies of all resolutions adopted by the board of 

directors of Buyer authorizing the execution, delivery and performance of this Agreement 

and the other Transaction Documents and the consummation of the transactions 

contemplated hereby and thereby, and that all such resolutions are in full force and effect 

and are all the resolutions adopted in connection with the transactions contemplated 

hereby and thereby.

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(f) Seller shall have received a certificate of the Secretary or an Assistant 

Secretary (or equivalent officer) of Buyer certifying the names and signatures of the 

officers of Buyer authorized to sign this Agreement, the Transaction Documents and the 

other documents to be delivered hereunder and thereunder.

(g) The Sale Order shall have been entered by the Bankruptcy Court in the 

Bankruptcy Case, reflecting that Buyer has submitted the highest and best offer for the 

purchase of the Assets, and all terms and conditions thereof shall be satisfied.

ARTICLE VIII

INDEMNIFICATION

Section 8.01 Survival. Subject to the limitations and other provisions of this 

Agreement, the representations and warranties contained herein shall survive the Closing and 

shall remain in full force and effect until the date that is twelve (12) months from the Closing 

Date. None of the covenants or other agreements contained in this Agreement shall survive the 

Closing Date other than those which by their terms contemplate performance after the Closing 

Date, and each such surviving covenant and agreement shall survive the Closing for the period 

contemplated by its terms. Notwithstanding the foregoing, any claims asserted in good faith with 

reasonable specificity (to the extent known at such time) and in writing by notice from the nonbreaching party to the breaching party prior to the expiration date of the applicable survival 

period shall not thereafter be barred by the expiration of such survival period and such claims 

shall survive until finally resolved.

Section 8.02 Indemnification By Seller. Subject to the other terms and conditions of 

this Article VIII, Seller shall indemnify Buyer against, and shall hold Buyer harmless from and 

against, any and all Losses incurred or sustained by, or imposed upon, Buyer based upon, arising 

out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of 

Seller contained in this Agreement;

(b) any breach or non-fulfillment of any covenant, agreement or obligation to 

be performed by Seller pursuant to this Agreement; or

(c) any Excluded Asset or any Excluded Liability.

Section 8.03 Indemnification By Buyer. Subject to the other terms and conditions of 

this Article VIII, Buyer shall indemnify Seller against, and shall hold Seller harmless from and 

against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising 

out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of 

Buyer contained in this Agreement;

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(b) any breach or non-fulfillment of any covenant, agreement or obligation to 

be performed by Buyer pursuant to this Agreement; or

(c) any Assumed Liability.

Section 8.04 Indemnification Procedures.

(a) Third Party Claims. If Buyer or Seller (as the case may be, the 

“Indemnified Party”) receives notice of the assertion or commencement of any action, 

suit, claim or other legal proceeding made or brought by any Person who is not a party to 

this Agreement or an Affiliate of a party to this Agreement or a Representative of the 

foregoing (a "Third Party Claim") against such Indemnified Party with respect to which 

the Seller or Buyer (as the case may be, the “Indemnifying Party”) is obligated to 

provide indemnification under this Agreement, the Indemnified Party shall give the 

Indemnifying Party prompt written notice thereof. Seller and Buyer shall cooperate with 

each other in all reasonable respects in connection with the defense of any Third Party 

Claim, including making available records relating to such Third Party Claim and 

furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) 

to the defending party, management employees of the non-defending party as may be 

reasonably necessary for the preparation of the defense of such Third Party Claim.

ARTICLE IX

TERMINATION

Section 9.01 Termination. This Agreement may be terminated at any time prior to the 

Closing:

(a) by the mutual written consent of Seller and Buyer;

(b) by Buyer by written notice to Seller if:

(i) Buyer is not then in material breach of any provision of this 

Agreement and there has been a material breach, inaccuracy in or failure to 

perform any representation, warranty, covenant or agreement made by Seller 

pursuant to this Agreement that would give rise to the failure of any of the 

conditions specified in Article VII and such breach, inaccuracy or failure cannot 

be cured by Seller by Closing (the "Drop Dead Date"); or

(ii) any of the conditions set forth in Section 7.01 or Section 7.02 shall 

not have been cured by the Drop Dead Date, unless such failure shall be due to 

the failure of Buyer to perform or comply with any of the covenants, agreements 

or conditions hereof to be performed or complied with by it prior to the Closing;

(c) by Seller by written notice to Buyer if:

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(i) Buyer has not submitted the highest and best offer for purchase of 

the Purchased Assets as approved by the Bankruptcy Court;

(ii) Seller is not then in material breach of any provision of this 

Agreement and there has been a material breach, inaccuracy in or failure to 

perform any representation, warranty, covenant or agreement made by Buyer 

pursuant to this Agreement that would give rise to the failure of any of the 

conditions specified in Article VII and such breach, inaccuracy or failure cannot 

be cured by Buyer by the Drop Dead Date; or

(iii) any of the conditions set forth in Section 7.01 or Section 7.03 shall 

not have been fulfilled by the Drop Dead Date, unless such failure shall be due to 

the failure of Seller to perform or comply with any of the covenants, agreements 

or conditions hereof to be performed or complied with by it prior to the Closing; 

or

Section 9.02 Effect of Termination. In the event of the termination of this Agreement 

in accordance with this Article, this Agreement shall forthwith become void and there shall be no 

liability on the part of any party hereto except:

(a) as set forth in this Article IX and Article X hereof; and

(b) that nothing herein shall relieve any party hereto from liability for any 

intentional breach of any provision hereof.

ARTICLE X

MISCELLANEOUS

Section 10.01 Expenses. Except as otherwise expressly provided herein (including 

Section 6.11 hereof), all costs and expenses, including, without limitation, fees and 

disbursements of counsel, financial advisors and accountants, incurred in connection with this 

Agreement and the transactions contemplated hereby shall be paid by the party incurring such 

costs and expenses, whether or not the Closing shall have occurred.

Section 10.02 Notices. All notices, requests, consents, claims, demands, waivers and 

other communications hereunder shall be in writing and shall be deemed to have been given (a) 

when delivered by hand (with written confirmation of receipt); (b) when received by the 

addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date 

sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during 

normal business hours of the recipient, and on the next Business Day if sent after normal 

business hours of the recipient; or (d) on the third (3rd) day after the date mailed, by certified or 

registered mail, return receipt requested, postage prepaid. Such communications must be sent to 

the respective parties at the following addresses (or at such other address for a party as shall be 

specified in a notice given in accordance with this Section 10.02):

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If to Seller: P.O. Box _______

Facsimile: [FAX NUMBER]

E-mail: mmclindon@fpmi.com

Attention: Mark McLindon, CEO

with a copy to: Yumkas, Vidmar, Sweeney & Mulrenin, LLC

Facsimile: (410) 571-2798

E-mail: psweeney@yvslaw.com

Attention: Paul Sweeney, Esq.

If to Buyer: [BUYER ADDRESS] 

Facsimile:

E-mail: 

Attention:

with a copy to:

Facsimile:

E-mail: 

Attention:

Section 10.03 Interpretation. For purposes of this Agreement, (a) the words "include," 

"includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) 

the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and 

"hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references 

herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and 

Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an 

agreement, instrument or other document means such agreement, instrument or other document 

as amended, supplemented and modified from time to time to the extent permitted by the 

provisions thereof and (z) to a statute means such statute as amended from time to time and 

includes any successor legislation thereto and any regulations promulgated thereunder. This 

Agreement shall be construed without regard to any presumption or rule requiring construction 

or interpretation against the party drafting an instrument or causing any instrument to be drafted. 

The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an 

integral part of, this Agreement to the same extent as if they were set forth verbatim herein. All 

references to the singular shall be deemed to include the plural, as the case may be, and vice 

versa.

Section 10.04 Headings. The headings in this Agreement are for reference only and shall 

not affect the interpretation of this Agreement.

Section 10.05 Severability. If any term or provision of this Agreement is invalid, illegal 

or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect 

any other term or provision of this Agreement or invalidate or render unenforceable such term or 

provision in any other jurisdiction. Upon such determination that any term or other provision is 

invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this 

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Agreement so as to effect the original intent of the parties as closely as possible in a mutually 

acceptable manner in order that the transactions contemplated hereby be consummated as 

originally contemplated to the greatest extent possible.

Section 10.06 Entire Agreement. This Agreement and the other Transaction Documents 

constitute the sole and entire agreement of the parties to this Agreement with respect to the 

subject matter contained herein and therein, and supersede all prior and contemporaneous 

representations, warranties, understandings and agreements, both written and oral, with respect 

to such subject matter. In the event of any inconsistency between the statements in the body of 

this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure 

Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the 

statements in the body of this Agreement will control.

Section 10.07 Successors and Assigns. This Agreement shall be binding upon and shall 

inure to the benefit of the parties hereto and their respective successors and permitted assigns. 

Neither party may assign its rights or obligations hereunder without the prior written consent of 

the other party, which consent shall not be unreasonably withheld or delayed. No assignment 

shall relieve the assigning party of any of its obligations hereunder.

Section 10.08 No Third Party Beneficiaries. This Agreement is for the sole benefit of 

the parties hereto and their respective successors and permitted assigns and nothing herein, 

express or implied, is intended to or shall confer upon any other Person or entity any legal or 

equitable right, benefit or remedy of any nature whatsoever under or by reason of this 

Agreement.

Section 10.09 Amendment and Modification; Waiver. This Agreement may only be 

amended, modified or supplemented by an agreement in writing signed by each party hereto. No 

waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in 

writing and signed by the party so waiving. No waiver by any party shall operate or be construed 

as a waiver in respect of any failure, breach or default not expressly identified by such written 

waiver, whether of a similar or different character, and whether occurring before or after that 

waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege 

arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any 

single or partial exercise of any right, remedy, power or privilege hereunder preclude any other 

or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with 

the internal laws of the State of Delaware except to the extent that the Federal 

Bankruptcy Law governs without giving effect to any choice or conflict of law provision 

or rule (whether of the State of Delaware or any other jurisdiction).

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF 

OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION 

DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR 

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THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED 

STATES OF AMERICA, OR THE UNITED STATES BANKRUPTCY COURT FOR 

THE EASTERN DISTRICT OF VIRGINIA, ALEXANDRIA DIVISION, IN EACH 

CASE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE 

JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR 

PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER 

DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN 

SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR 

OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES 

IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE 

LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH 

COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM 

IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING 

BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN 

INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY 

CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE 

OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED 

AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY 

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY 

HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING 

OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION 

DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR 

THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND 

ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY 

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER 

PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE 

EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE 

IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER 

VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO 

THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS 

AND CERTIFICATIONS IN THIS SECTION 10.10(c).

Section 10.11 Specific Performance. The parties agree that irreparable damage would 

occur if any provision of this Agreement were not performed in accordance with the terms hereof 

and that the parties shall be entitled to specific performance of the terms hereof, in addition to 

any other remedy to which they are entitled at law or in equity.

Section 10.12 Counterparts. This Agreement may be executed in counterparts, each of 

which shall be deemed an original, but all of which together shall be deemed to be one and the 

same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means 

of electronic transmission shall be deemed to have the same legal effect as delivery of an original 

signed copy of this Agreement.

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ARTICLE XI

BANKRUPTCY COURT MATTERS

Section 11.01 Competing Transactions. This Agreement is subject to approval by the 

Bankruptcy Court and the consideration by Seller of higher or better competing bids (each, a 

“Competing Bid”). Until the transactions contemplated by this Agreement are consummated, 

Seller is permitted to cause its representatives and affiliates to initiate contact with, solicit or 

encourage submission of any inquiries, proposals or offers by, any person in connection with any 

sale or disposition of the Property. In addition, Seller shall have the responsibility and obligation 

to respond to any inquiries or offers to purchase all or any part of the Purchased Assets and 

perform any and all other acts related thereto which are required under the Bankruptcy Code, the 

or other applicable Law, including, supplying information relating to the Purchased Assets and 

the assets of Seller to prospective purchasers.

Section 11.02 Filings with Bankruptcy Court.

(a) Within three (3) Business Days following the execution of this 

Agreement, Seller shall file a motion, and related notice of hearing, pursuant to the 

Bankruptcy Code, including, but not limited to 11 U.S.C. §§ 363 and 365 (the “Sale 

Motion”), requesting entry of the Sale Order approving this Agreement and the sale and 

assignments and related transactions contemplated hereby. The notice of the hearing to 

consider the Sale Motion (the "Hearing") shall be served on all parties required by the 

Bankruptcy Code (the "Hearing Notice"). At the Hearing, Seller shall offer testimony 

(whether live, documentary, or by proffer) to establish that the transactions proposed 

herein are fair and equitable, are in the best interests of their creditors and the bankruptcy 

estates, and that the sale is a valid and proper exercise of the Seller’s business judgment.

(b) Buyer agrees that it will promptly take such actions as are reasonably 

requested by Seller to assist in obtaining entry of the Sale Order, including furnishing 

affidavits or other documents or information for filing with the Bankruptcy Court for the 

purposes, among others, of providing necessary assurances of performance by Buyer

under this Agreement and demonstrating that Buyer is a "good faith" purchaser under § 

363(m) of the Bankruptcy Code.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the 

date first written above by their respective officers thereunto duly authorized.

WATTA

ATTEST: FPMI SOLUTIONS, INC.

A

_________________________________________

Name:

By_____________________

Name:

Title:

ATTEST: [BUYER NAME]

_________________________________________

Name:

________ ______ ______ ______ ______ ______ ___

By_____________________

Name:

Title:

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EXHIBIT A

FORM OF BILL OF SALE

For good and valuable consideration, the receipt and adequacy of which are 

hereby acknowledged, FPMI Solutions, Inc., a Delaware corporation ("Seller"), does hereby 

grant, bargain, transfer, sell, assign, convey and deliver to [BUYER NAME], a [STATE OF 

ORGANIZATION] [TYPE OF ENTITY] ("Buyer"), all of its right, title and interest in and to 

the Purchased Assets, as such term is defined in that certain Asset Purchase Agreement, dated as 

of [DATE] (the "Purchase Agreement"), by and between Seller and Buyer, to have and to hold 

the same unto Buyer, its successors and assigns, forever.

Buyer acknowledges that Seller makes no representation or warranty with respect 

to the assets being conveyed hereby except as specifically set forth in the Purchase Agreement.

Seller for itself, its successors and assigns, hereby covenants and agrees that, at 

any time and from time to time upon the written request of Buyer, Seller will do, execute, 

acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all such 

further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as 

may be reasonably required by Buyer in order to assign, transfer, set over, convey, assure and 

confirm unto and vest in Buyer, its successors and assigns, title to the assets sold, conveyed and 

transferred by this Bill of Sale.

IN WITNESS WHEREOF, Seller has duly executed this Bill of Sale as of [DATE].

FPMI SOLUTIONS, INC.

By_____________________

Name:

Title:

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EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT WITH NOVATION

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EXHIBIT B

to

Asset Purchase 

Agreement

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ASSIGNMENT AND ASSUMPTION AGREEMENT WITH NOVATION

This Assignment and Assumption Agreement with Novation ("Agreement") dated as of [DATE] 

("Effective Date"), is entered into by and among FPMI Solutions, Inc., a Delaware Corporation, 

with offices located at [SELLER’S ADDRESS] ("Assigning Party"), and [ASSUMING PARTY 

NAME], a [STATE OF ORGANIZATION] [TYPE OF LEGAL ENTITY], with offices located 

at [ADDRESS] ("Assuming Party").

WHEREAS, Seller filed a voluntary Petition for reorganization under Chapter 11 of Title 11 

of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for 

the District of Virginia, Alexandria Division (the “Bankruptcy Court”), under Case Number 

16-12142 REM (the “Bankruptcy Case”) and continue to own and operate the Property as 

debtors in possession of the bankruptcy estate (the “Estate”); 

WHEREAS, Assigning Party and Assuming Party have executed that certain Asset Purchase 

Agreement, dated ______, 2016 (the “APA”) subject to the approval of the Bankruptcy Court

where Assuming Party purchased all of the assets of Assigning Party and the APA contemplated 

an assignment of certain contracts, some of which are government contracts which are subject to

governmental approval of a novation to the Assuming Party (as further described therein); 

WHEREAS, Assigning Party desires to assign to Assuming Party all of its rights and 

delegate to Assuming Party all of its obligations under certain contracts as described on Schedule 

1 attached hereto (collectively "Assigned Contracts"); 

WHEREAS, Assuming Party desires to accept such assignment of rights and delegation of 

obligations under the Assigned Contracts;

WHEREAS, Remaining Party desires to release Assigning Party from its obligations under 

the Assigned Contracts and substitute Assuming Party as a party to the Assigned Contracts in 

Assigning Party’s place.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out 

herein, and for other good and valuable consideration, the receipt and sufficiency of which are 

hereby acknowledged, the parties agree as follows:

1. Assignment and Assumption.

1.1 Assignment. Assigning Party irrevocably sells, assigns, grants, conveys and 

transfers to Assuming Party all of Assigning Party's right, title and interest in and to the 

Assigned Contracts. 

1.2 Assumption. Assuming Party unconditionally accepts such assignment and 

assumes all of Assigning Party's duties, liabilities and obligations under the Assigned 

Contracts, and agrees to pay, perform and discharge, as and when due, all of the obligations 

of Assigned Party under the Assigned Contracts accruing on and after the Effective Date.

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2. Novation. The Assigning Party and the Assuming Party hereby agree to execute and 

to seek full execution of Schedule 2 of this Agreement, including by Remaining Party (as defined 

therein). 

3. Representations and Warranties.

3.1 Assigning Party's Representations and Warranties. Assigning Party represents 

and warrants as follows:

(a) It is duly organized, validly existing and in good standing under the 

laws of Delaware.

(b) It is qualified and licensed to do business and in good standing in every 

jurisdiction where such qualification and licensing is required.

(c) Subject to the authority of the Bankruptcy Court and any rights of 

federal government agencies which are applicable to the novation process, if any, the 

Assigning Party has the full right, corporate power and authority to enter into this 

Agreement and to perform its obligations hereunder.

(d) It has taken all necessary corporate action to authorize the execution of 

this Agreement by its representative whose signature is set out at the end hereof.

(e) When executed and delivered by it, and subject to approval of the 

Bankruptcy Court, this Agreement will constitute the legal, valid and binding 

obligation of Assigning Party, enforceable against it in accordance with its terms and 

not subject to defenses.

(f) Subject to approval and authorization of the Bankruptcy Court, it is the 

sole legal and beneficial owner of the all the rights under the Assigned Contracts on 

the Effective Date, free and clear of any lien, security interest, charge or encumbrance.

(g) The Assigned Contract has not been amended or modified as of the 

Effective Date.

(h) The Assigned Contracts are in full force and effect on the Effective 

Date.

3.2 Assuming Party's Representations and Warranties. Assuming Party represents 

and warrants as follows:

(a) It is duly organized, validly existing and in good standing under the 

laws of Delaware.

(b) It is qualified and licensed to do business and in good standing in every 

jurisdiction where such qualification and licensing is required.

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(c) It has the full right, corporate power and authority to enter into this 

Agreement and to perform its obligations hereunder.

(d) It has taken all necessary corporate action to authorize the execution of 

this Agreement by its representative whose signature is set out at the end hereof.

(e) When executed and delivered by it, this Agreement will constitute the 

legal, valid and binding obligation of Assuming Party, enforceable against it in 

accordance with its terms.

4. Indemnification.

4.1 Mutual Indemnification. Subject to the terms and conditions set out in Section 

4.2, each Party (as "Indemnifying Party") shall indemnify and defend the other Party and 

its officers, directors, employees, agents, affiliates, successors and permitted assigns 

(collectively, "Indemnified Party") against any and all losses, damages, liabilities, 

deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, 

or expenses of whatever kind, including reasonable attorney fees, that are awarded against 

Indemnified Party in a final non-appealable judgment (collectively, "Losses"), arising out of 

or resulting from any third-party claim, action, cause of action, demand, lawsuit, arbitration, 

inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or 

investigation of any nature, civil, criminal, administrative, regulatory or other, whether at 

law, in equity or otherwise ("Claim") alleging:

(a) A material breach or non-fulfillment of any material covenant set out in 

this Agreement by Indemnifying Party;

(b) any grossly negligent or more culpable act or omission of Indemnifying 

Party or any of its representatives (including any reckless or willful misconduct) in 

connection with the performance of its obligations under this Agreement; or

(c) any failure by Indemnifying Party to materially comply with any 

applicable federal, state or local laws, regulations or codes in the performance of its 

obligations under this Agreement.

4.2 Exceptions and Limitations on Indemnification. Despite anything to the 

contrary in this Agreement, Indemnifying Party is not obligated to indemnify or defend 

Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or 

result from, in whole or in part, Indemnified Party's:

(a) Negligence or more culpable act or omission (including recklessness or 

willful misconduct); or

(b) Failure to comply with any of its obligations set out in this Agreement.

4.3 Sole Remedy. THIS SECTION 4 SETS FORTH THE ENTIRE LIABILITY 

AND OBLIGATION OF THE INDEMNIFYING PARTY AND THE SOLE AND 

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EXCLUSIVE REMEDY FOR THE INDEMNIFIED PARTY FOR ANY LOSSES 

COVERED UNDER SECTION 4.

5. Miscellaneous.

5.1 Further Assurances. On the other party's reasonable request, each party shall, at 

its sole cost and expense, execute and deliver all such further documents and instruments, 

and take all such further acts, necessary to give full effect to this Agreement.

5.2 Survival. Subject to the limitations and other provisions of this Agreement, the 

representations of the Parties contained in this Agreement survive the expiration or earlier

termination of this Agreement for a period of three (3) years from the date of such expiration 

or termination. All covenants and agreements of any party contained herein survive the 

expiration or earlier termination of this Agreement for the period explicitly specified therein 

or if such period is not specified, for a period of three (3) years from the date of the 

expiration or termination of this Agreement. Despite the foregoing, any claim by any party 

asserted in good faith with reasonable specificity (to the extent known at such time) and in 

writing by notice before the expiration date of the applicable survival period (if any) is not 

thereafter barred by the expiration of the relevant period and such claims survive until 

finally resolved.

5.3 Notices. Each party shall deliver all notices, requests, consents, claims, 

demands, waivers and other communications under this Agreement (each, a "Notice") in 

writing and addressed to the other party at its address set out below (or to such other address 

that the receiving party may designate from time to time in accordance with this section). 

Each party shall deliver all Notices by personal delivery, nationally recognized overnight 

courier (with all fees pre-paid), facsimile [or e-mail] (with confirmation of transmission) or 

certified or registered mail (in each case, return receipt requested, postage prepaid). Except 

as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the 

receiving party, and (b) if the party giving the Notice has complied with the requirements of 

this Section.

Notice to Assigning Party: P.O. Box _______

Facsimile: [FAX NUMBER]

E-mail: mmclindon@fpmi.com

Attention: Mark McLindon, CEO

with a copy to: Yumkas, Vidmar, Sweeney & Mulrenin, LLC 

Facsimile: (410) 571-2798 

E-mail: psweeney@yvslaw.com

Attention: Paul Sweeney, Esq.

Notice to Assuming Party: [BUYER ADDRESS] 

Facsimile:

E-mail: 

Attention:

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4847-4142-7254, v. 1

with a copy to:

Facsimile:

E-mail: 

Attention:

[Notice to Remaining Party:] [[REMAINING PARTY'S ADDRESS]] 

[Facsimile: [FAX NUMBER]]

[E-mail: [E-MAIL ADDRESS]]

[Attention: [TITLE OF OFFICER TO 

RECEIVE NOTICES]]

5.4 Interpretation. For purposes of this Agreement: (a) the words "include," 

"includes" and "including" is deemed to be followed by the words "without limitation"; (b) 

the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and

"hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, 

references in this Agreement: (x) to sections, schedules and exhibits mean the sections of, 

and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument or 

other document means such agreement, instrument or other document as amended, 

supplemented and modified from time to time to the extent permitted by the provisions 

thereof; and (z) to a statute means such statute as amended from time to time and includes 

any successor legislation thereto and any regulations promulgated thereunder. The parties 

drafted this Agreement without regard to any presumption or rule requiring construction or 

interpretation against the party drafting an instrument or causing any instrument to be 

drafted. The schedules and exhibits referred to herein are an integral part of this Agreement 

to the same extent as if they were set out verbatim herein. Any reference to singular shall 

include the plural as the case may be, and vice versa.

5.5 Headings. The headings in this Agreement are for reference only and do not 

affect the interpretation of this Agreement.

5.6 Severability. If any term or provision of this Agreement is invalid, illegal or 

unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not 

affect any other term or provision of this Agreement or invalidate or render unenforceable 

such term or provision in any other jurisdiction. On such determination that any term or 

other provision is invalid, illegal or unenforceable, the parties to this Agreement shall 

negotiate in good faith to modify this Agreement so as to effect the original intent of the 

parties as closely as possible in a mutually acceptable manner in order that the transactions

contemplated hereby be consummated as originally contemplated to the greatest extent 

possible.

5.7 Entire Agreement. This Agreement, together with all related exhibits and 

schedules, is the sole and entire agreement of the parties to this Agreement regarding the 

subject matter contained herein and therein, and supersedes all prior and contemporaneous 

understandings, agreements, representations and warranties, both written and oral, regarding 

such subject matter.

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5.8 Amendment and Modification. No amendment to or recission, termination or 

discharge of this Agreement is effective unless it is in writing, identified as an amendment to 

or recission, termination or discharge of this Agreement and signed by an authorized 

representative of each party to this Agreement. 

5.9 Waiver.

(a) No waiver under this Agreement is effective unless it is in writing, 

identified as a waiver to this Agreement and signed by an authorized representative of

the party waiving its right.

(b) Any waiver authorized on one occasion is effective only in that 

instance and only for the purpose stated, and does not operate as a waiver on any 

future occasion.

(c) None of the following is a waiver or estoppel of any right, remedy, 

power, privilege or condition arising from this Agreement:

(i) any failure or delay in exercising any right, remedy, power or 

privilege or in enforcing any condition under this Agreement; or

(ii) any act, omission or course of dealing between the parties.

5.10 Cumulative Remedies. All rights and remedies provided in this Agreement are 

cumulative and not exclusive, and the exercise by either party of any right or remedy does 

not preclude the exercise of any other rights or remedies that may now or subsequently be 

available at law, in equity, by statute, in any other agreement between the parties or 

otherwise.

5.11 Equitable Remedies. Each Party acknowledges that a breach or threatened 

breach by it of any of its obligations under this Agreement would give rise to irreparable 

harm to the other Party for which monetary damages would not be an adequate remedy and 

hereby agrees that if a breach or a threatened breach by a Party of any such obligations, the 

other Party will, in addition to any and all other rights and remedies that may be available to 

it about such breach, be entitled to seek equitable relief, including a temporary restraining 

order, an injunction, specific performance and any other relief that may be available from a 

court of competent jurisdiction (without any requirement to post bond).

5.12 No Third-Party Beneficiaries. This Agreement benefits solely the parties to this 

Agreement and their respective successors and assigns and nothing in this Agreement, 

express or implied, confers on any other Person any legal or equitable right, benefit or 

remedy of any nature whatsoever under or by reason of this Agreement.

5.13 Choice of Law. This Agreement and exhibits and schedules attached hereto, 

and all matters arising out of or relating to this Agreement, are governed by, and construed 

in accordance with, the laws of the State of Delaware, United States of America, subject to 

the laws of the Federal Bankruptcy Court.

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5.14 Choice of Forum. Each party irrevocably and unconditionally agrees that it 

will not commence any action, litigation or proceeding of any kind whatsoever against the 

other party in any way arising from or relating to this Agreement, and exhibits and schedules 

attached hereto, and all contemplated transactions, including, but not limited to, contract, 

equity, tort, fraud and statutory claims, in any forum other than the United States 

Bankruptcy Court Eastern District of Virginia, Alexandria District or, if such court does not 

have subject matter jurisdiction, the United States District Court Eastern District of Virginia, 

Alexandria District, and any appellate court from any thereof. Each party irrevocably and 

unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any 

such action, litigation or proceeding only in United States Bankruptcy Court Eastern District 

of Virginia, Alexandria District or, if such court does not have subject matter jurisdiction, 

the United States District Court Eastern District of Virginia, Alexandria District. Each party 

agrees that a final judgment in any such action, litigation or proceeding is conclusive and 

may be enforced in other jurisdictions by suit on the judgment or in any other manner 

provided by law.

5.15 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND 

AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS 

AGREEMENT, INCLUDING EXHIBITS AND SCHEDULES ATTACHED TO THIS 

AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES 

AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY 

ABOUT ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS 

AGREEMENT, INCLUDING ANY EXHIBITS OR SCHEDULES ATTACHED TO THIS 

AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH 

PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF 

THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT 

SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING 

WAIVER IF OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE 

IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER

VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO 

THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND 

CERTIFICATIONS IN THIS SECTION.

5.16 Counterparts. This Agreement may be executed in counterparts, each of which 

is deemed an original, but all of which together is deemed to be one and the same 

agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means 

of electronic transmission is deemed to have the same legal effect as delivery of an original 

signed copy of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective 

Date.

FPMI Solutions, Inc.

By_____________________

Name:

Title:

[ASSUMING PARTY NAME]

By_____________________

Name:

Title:

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Schedule 1

SCHEDULE 1

ASSIGNED CONTRACTS

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Schedule 2 

SCHEDULE 2

NOVATION AGREEMENT

WHEREAS, FPMI Solutions, Inc. (“Assigning Party”) and [BUYER] (“Assuming Party”) are 

parties to that ceratin Assignment Assumption and Novation agreement, dated ____, 2016 (the 

“Assignment”), attached hereto and made a part hereof, where Assigning Party assigned, and 

Assuming Party assumed, all rights and obligations under the contracts identified on Schedule 1 

attached thereto (each an “Assigned Contract”).

WHEREAS, [REMAINING PARTY] (“Remaining Party”) is a party to one or more of those 

Assigned Contracts and desires to release Assigning Party of all obligations under the Contract 

and substitute, in place thereof, Assuming Party.

NO THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, 

and for other good and valuable consideration, the receipt and sufficiency of which are hereby 

acknowledged, the parties agree as follows

1. Definitions. Capitalized terms not defined herein have the meanings ascribed to them in 

the Assignment.

2. Release. 

a. Despite anything to the contrary in the Assigned Contracts, Remaining Party 

releases and forever discharges Assigning Party, as well as its shareholders, directors, officers, 

employees, agents and representatives, from all further obligations arising under the Assigned 

Contracts, and from all manner of actions, causes of action, suits, debts, damages, expenses, 

claims and demands whatsoever that Remaining Party has or may have against any of the 

foregoing persons, arising out of or in any way connected to performance under the Assigned 

Contracts on and after the Effective Date. For avoidance of doubt, except as provided in the 

Assignment Section 2.2, nothing herein affects any rights, liabilities, or obligations of Remaining 

Party or Assigning Party due to be performed before the Effective Date.

b. Despite anything to the contrary in the Assigned Contracts, Assigning Party 

releases and forever discharges Remaining Party, as well as its shareholders, directors, officers, 

employees, agents and representatives, from all further obligations arising under the Assigned 

Contracts, and from all manner of actions, causes of action, suits, debts, damages, expenses, 

claims and demands whatsoever that Assigning Party has or may have against any of the 

foregoing persons, arising out of or in any way connected to performance under the Assigned 

Contracts on and after the Effective Date. For avoidance of doubt, except as provided in the 

Assignment Section 2.2, nothing herein affects any rights, liabilities, or obligations of Remaining 

Party or Assigning Party due to be performed before the Effective Date.

3. Substitution. The parties intend that this Agreement is a novation and that the 

Assuming Party be substituted for the Assigning Party. Remaining Party recognizes Assuming 

Party as Assigning Party's successor-in-interest in and to the Assigned Contracts. Assuming 

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Schedule 2

Party by this Agreement becomes entitled to all right, title and interest of Assigning Party in and 

to the Assigned Contracts in as much as Assuming Party is the substituted party to the Assigned 

Contracts as of and after the Effective Date. Remaining Party and Assuming Party shall be bound 

by the terms of the Assigned Contracts in every way as if Assuming Party is named in the 

novated Assigned Contracts in place of Assigning Party as a party thereto. Assigning Party 

represents and warrants that there is no payment or other liability of Assigning Party to 

Remaining Party which has accrued and remains outstanding as of the Effective Date.

4. Interpretation. For purposes of this Agreement: (a) the words "include," 

"includes" and "including" is deemed to be followed by the words "without limitation"; (b) the 

word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and 

"hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references 

in this Agreement: (x) to sections, schedules and exhibits mean the sections of, and schedules 

and exhibits attached to, this Agreement; (y) to an agreement, instrument or other document 

means such agreement, instrument or other document as amended, supplemented and modified 

from time to time to the extent permitted by the provisions thereof; and (z) to a statute means 

such statute as amended from time to time and includes any successor legislation thereto and any 

regulations promulgated thereunder. The parties drafted this Agreement without regard to any 

presumption or rule requiring construction or interpretation against the party drafting an 

instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein 

are an integral part of this Agreement to the same extent as if they were set out verbatim herein. 

Any reference to singular shall include the plural as the case may be, and vice versa.

5. Amendment and Modification. No amendment to or recission, termination or 

discharge of this Agreement is effective unless it is in writing, identified as an amendment to or 

recission, termination or discharge of this Agreement and signed by an authorized representative 

of each party to this Agreement.

6. Choice of Law. This Agreement and exhibits and schedules attached hereto, and 

all matters arising out of or relating to this Agreement, are governed by, and construed in 

accordance with, the laws of the State of Delaware, United States of America, subject to the laws 

of the Federal Bankruptcy Court.

7. Choice of Forum. Each party irrevocably and unconditionally agrees that it will 

not commence any action, litigation or proceeding of any kind whatsoever against the other party 

in any way arising from or relating to this Agreement, and exhibits and schedules attached 

hereto, and all contemplated transactions, including, but not limited to, contract, equity, tort, 

fraud and statutory claims, in any forum other than the United States Bankruptcy Court Eastern 

District of Virginia, Alexandria District or, if such court does not have subject matter 

jurisdiction, the United States District Court Eastern District of Virginia, Alexandria District, and 

any appellate court from any thereof. Each party irrevocably and unconditionally submits to the 

exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding 

only in United States Bankruptcy Court Eastern District of Virginia, Alexandria District or, if 

such court does not have subject matter jurisdiction, the United States District Court Eastern 

District of Virginia, Alexandria District. Each party agrees that a final judgment in any such 

action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit 

on the judgment or in any other manner provided by law.

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Schedule 2

8. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND 

AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, 

INCLUDING EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, IS 

LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, 

EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT 

IT MAY HAVE TO A TRIAL BY JURY ABOUT ANY LEGAL ACTION ARISING OUT OF 

OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS OR SCHEDULES 

ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED 

HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO 

REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR 

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE 

FOREGOING WAIVER IF OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED 

THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER 

VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS 

AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND 

CERTIFICATIONS IN THIS SECTION.

9. Counterparts. This Agreement may be executed in counterparts, each of which is 

deemed an original, but all of which together is deemed to be one and the same agreement. A 

signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic 

transmission is deemed to have the same legal effect as delivery of an original signed copy of 

this Agreement.

[signatures appear on the following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date 

hereof.

[REMAINING PARTY NAME]

By_____________________

Name:

Title:

FPMI Solutions, Inc.

By_____________________

Name:

Title:

[ASSUMING PARTY NAME]

By_____________________

Name:

Title:

Case 16-12142-RGM Doc 75-2 Filed 08/05/16 Entered 08/05/16 15:10:48 Desc

 Exhibit(s) 2: Asset Purchase Agreement Page 52 of 53
4837-1801-7078, v. 1

EXHIBIT C

FORM OF FIRPTA CERTIFICATE

Case 16-12142-RGM Doc 75-2 Filed 08/05/16 Entered 08/05/16 15:10:48 Desc

 Exhibit(s) 2: Asset Purchase Agreement Page 53 of 53