Kristen E. Burgers (VSB No. 67997)

HIRSCHLER 

8270 Greensboro Drive, Suite 700

Tysons, Virginia 22102

Telephone: (703) 584-8900

Facsimile: (703) 584-8901

Email: kburgers@hirschlerlaw.com

Counsel to the Debtor

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA

(Alexandria Division)

)

In re: )

) Case No. 19-10230-BFK

INSCOPE INTERNATIONAL, INC., )

) (Chapter 11)

 Debtor. )

)

NOTICE OF BID PROCEDURES, AUCTION DATE,

AND SALE HEARING

NOTICE IS HEREBY GIVEN, as follows:

1. On March 11, 2019, Inscope International, Inc., the debtor and debtor-inpossession herein (the “Debtor”), filed a motion (the “Bid Procedures Motion”) requesting 

entry of an order: (a) approving bid procedures for the sale of substantially all the Debtor’s 

Assets (as defined below); (b) authorizing and scheduling an auction (the “Auction”) to sell 

the Property; (c) scheduling a hearing (the “Sale Hearing”) on approval of the sale of the 

Debtor’s Assets free and clear of liens, claims, encumbrances and other interests; (d) 

authorizing the assumption and assignment of certain executory contracts in conjunction with 

the sale; (e) approving certain deadlines and the form, manner, and sufficiency of notice of the 

foregoing; and (f) granting other related relief. The Assets to be sold include certain contract

rights in the following contracts: 

(i) Department of Energy (GS-35F-0048R),

(ii) Department of Justice (I5JA0518P00000550), 

(iii) Task Order 89303018FET400006, 

(iv) GSA Schedule No. 47QTCA18D0079, 

(v) Volkswagen Agreement effective September 5, 2018, 

(vi) Acumen Solutions (MSA), 

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(viii) FINRA Agreement No. CORP-0002845, 

(ix) Freddie Mac Master Agreement, 

(x) Board of Governors of the Federal Reserve System SOA 201400405, 

(xi) AARP Supplier Agreement, and 

(xi) College Board Master Services Agreement & Amendments

2. On March 21, 2019, the Court entered an order granting the Bid Procedures 

Motion and approving the Bid Procedures (the “Bid Procedures Order”) [Docket No. 117]. 

This Notice is issued pursuant to the requirements of the Bid Procedures Order. Each 

capitalized term in the Notice shall have the meaning ascribed to such term in the Bid 

Procedures.

3. The Debtor has entered into Letter of Intent (the “LOI”) with Infinisource 

Consulting Solutions, Inc., a Delaware corporation, (“Purchaser”) dated March 8, 2019. 

Pursuant to the LOI, the Debtor intends to sell the Assets to the Purchaser for $5.2 million in 

cash, plus certain annual incentive payments for two years if the Assets satisfy certain revenue 

generating benchmarks. The Debtor and Purchaser shall enter into an Asset Purchase Agreement 

within three (3) business days after the entry of the Bid Procedures Order. The sale of the Assets 

will be subject to higher and better offers as set forth in the Bid Procedures. Pursuant to the Bid 

Procedures and the Bid Procedures Order, the Assets will be sold following an Auction (if more 

than one Qualified Bid is received), as set forth in the Bid Procedures, and will be sold free and 

clear of all liens, claims, encumbrances and other interests. The Debtor’s ability to close the 

transaction(s) contemplated is subject to approval of the United States Bankruptcy Court for the 

Eastern District of Virginia (the “Bankruptcy Court”).

4. The Bid Procedures provide for the following key dates in connection with the 

proposed sale of the Assets:

Event Date

Deadline to submit proof of Qualified Bidder 

qualifications

March 29, 2019 at 5:00 p.m. (Eastern Time)

Deadline to Object to Sale April 3, 2019

Opening Bid Deadline April 4, 2019 at 5:00 p.m. (Eastern Time)

Auction April 8, 2019 at 1:30 p.m. (Eastern Time)

Deadline to Disclose Terms of Winning Bid April 9, 2019 

Deadline to Object to Auction Process or 

Results

Orally at the Sale Hearing

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Sale Hearing April 11, 2019 at 1:00 p.m. (Eastern Time)

THESE DATES ARE SUBJECT TO CHANGE BY THE DEBTORS OR THE BANKRUPTCY 

COURT. ALL PARTIES ARE ENCOURAGED TO CHECK THE BANKRUPTCY COURT 

DOCKET FOR CHANGES TO THESE DATES.

Copies of the Bid Procedures Order are available for review at the Office of the Clerk of 

the Court, United States Bankruptcy Court, 200 South Washington Street, Alexandria, Virginia 

22314, or upon request made to the undersigned counsel.

5. Any objection to any of the relief to be requested at the Sale Hearing must be in 

writing, state the basis of such objection with specificity, and shall be filed with the Court, with a 

copy to Kristen E. Burgers, Esquire, Hirschler, 8270 Greensboro Drive, Suite 700, Tysons, 

Virginia 22102, counsel for the Debtor, so that the objection is actually received by deadline set 

by the Court.

6. All requests for information concerning the Assets, the sale or the Bid Procedures, 

including requests for copies of the Motion or the Bid Procedures Order, should be directed in 

writing to counsel for the Debtor, Kristen E. Burgers, Esquire, Hirschler, 8270 Greensboro Drive, 

Suite 700, Tysons, Virginia 22102. 

Dated: March 22, 2019 Respectfully submitted,

/s/ Kristen E. Burgers

Kristen E. Burgers (VSB No. 67997)

HIRSCHLER

8270 Greensboro Drive, Suite 700

Tysons, Virginia 22102

Telephone: (703) 584-8900

Facsimile: (703) 584-8901

Email: kburgers@hirschlerlaw.com

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Kristen E. Burgers (Va. Bar No. 67997)

HIRSCHLER FLEISCHER

8270 Greensboro Drive, Suite 700

Tysons, Virginia 22102

Telephone: (703) 584-8902

Email: kburgers@hirschlerlaw.com

Counsel for the Debtor

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA

(Alexandria Division)

)

In re: )

) Case No. 19-10230-BFK

INSCOPE INTERNATIONAL, INC., )

) (Chapter 11)

 Debtor. )

)

BID PROCEDURES

1. These bid procedures (the “Bid Procedures”) shall govern the process by which 

InScope International, Inc., the debtor and debtor in possession herein (the “Debtor”), shall sell 

substantially all of its assets (as more fully described herein, the “Assets”).

2. On March 21, 2019, the United States Bankruptcy Court for the Eastern District 

of Virginia, Alexandria Division (the “Bankruptcy Court”) entered its order (the “Bid 

Procedures Order”) (A) Approving Bid Procedures for the Sale of the Debtor’s Assets, (B) 

Authorizing and Scheduling an Auction, (C) Scheduling a Hearing on the Sale of Substantially 

All the Debtor’s Assets Free and Clear of Liens, (D) Authorizing the Assumption and 

Assignment of Certain Executory Contracts in Conjunction with the Sale, (E) Approving Certain 

Deadlines and the Form, Manner and Sufficiency of Notice, and (F) Granting Other Related 

Relief [Docket No. 117]. 

3. Interested parties requesting information about these Bid Procedures, the 

qualification process or due diligence should contact the Debtor’s counsel as follows:

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Kristen E. Burgers 

Hirschler Fleischer

8270 Greensboro Drive, Suite 700

Tysons, Virginia 22102

Telephone: (703) 584-8900

Facsimile: (703) 584-8901

Email: kburgers@hirschlerlaw.com

4. The Debtor shall consult with its counsel, as well as with counsel for its secured 

lenders, CM Sterling, LLC and Decathlon Alpha II, L.P. and counsel for the Official Committee 

of Unsecured Creditors (collectively, the “Major Stakeholders”), on appropriate matters, 

including, without limitation, (i) determining whether a potential bidder is a Qualified Bidder; 

(ii) negotiating one or more agreement(s) with one or more Qualified Bidder(s); (iii) the auction 

of the Assets pursuant to these Bid Procedures (the “Auction”), (iv) selecting the Successful 

Bidder and Backup Bidder at the Auction; and (v) modifying or amending the Bid Procedures.

THE ASSETS AND SALE TERMS

5. The Assets include the Debtor’s rights in the following contracts (collectively, the 

“Assets”):2 

(i) Department of Energy (GS-35F-0048R),

(ii) Department of Justice (I5JA0518P00000550), 

(iii) Task Order 89303018FET400006, 

(iv) GSA Schedule No. 47QTCA18D0079, 

(v) Volkswagen Agreement effective September 5, 2018, 

(vi) Acumen Solutions (MSA), 

(viii) FINRA Agreement No. CORP-0002845, 

(ix) Freddie Mac Master Agreement, 

(x) Board of Governors of the Federal Reserve System SOA 201400405, 

(xi) AARP Supplier Agreement, and 

(xi) College Board Master Services Agreement & Amendments.

 

2 The Purchaser (as defined herein) reserves the right to revise the Assets to be purchased by the Purchaser subject to 

its bid.

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6. These Bid Procedures shall govern the sale of the Assets. Purchasers may bid on 

all the Assets or a subset thereof; however, preference will be given to bids for the purchase of 

all the Assets. 

7. The sale of the Assets shall be on an “as is,” “where is,” and “with all faults” 

basis and without representations or warranties of any kind, nature or description by the Debtor, 

its agents, or estates except as may be agreed by the Debtor subject to the approval of the 

Bankruptcy Court. 

8. Subject to the Bankruptcy Court’s approval, all of the Debtor’s right, title and 

interest in and to the Assets shall be sold free and clear of all pledges, liens, security interests, 

encumbrances, claims, charges, options and interests thereon and there against (collectively, the 

“Interests”) subject to and in accordance with Sections 363, 365 and 1123 of the Bankruptcy 

Code, with such Interests to attach in the same amount, nature, extent and priority to the 

proceeds of the sale of the Assets, unless such Interests are assumed by the purchaser.

DUE DILIGENCE

9. Prior to the Auction, the Debtor shall afford any potential bidder the opportunity 

to conduct reasonable due diligence review. The Debtor shall provide all potential bidders 

certain information in connection with the proposed sale, including, but not limited to, these 

proposed Bid Procedures and a copy of the Letter of Intent (“LOI”) executed by InfiniSource 

Consulting Solutions, Inc. (the “Purchaser” or “Stalking Horse”) and the Asset Purchase 

Agreement (the “APA”) to be executed by the Purchaser as soon as reasonably practicable. The 

Debtor has established a virtual data room containing, among other things, all due diligence 

material made available to the Purchaser prior to execution of the LOI. Should any potential 

bidder wish to access information in addition to the Bid Procedures, LOI and APA, such 

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potential bidder will (if it has not previously done so) be required to enter into a confidentiality 

agreement reasonably satisfactory to the Debtor. Upon execution of the confidentiality 

agreement, the potential bidder shall be given access to the virtual data room containing contract 

documents and information and financial data and other relevant and confidential information. 

The Debtor shall provide all additional due diligence that is reasonably requested and, to the 

extent the Debtor furnishes any such potential bidder with any due diligence materials that are 

not already available in the virtual data room, the Debtor shall promptly add such information to 

the virtual data room for the benefit of all such potential bidders and the Purchaser. The Debtor 

will provide each potential bidder and the Purchaser with access to the Debtor’s current office 

space for inspection purposes only, if such party is interested in assuming the office space.

10. The Debtor shall not be obligated to furnish any due diligence information after 

the Opening Bid Deadline, except to Qualified Bidders who have submitted Qualified Bids.

11. The Debtor and its professionals do not represent or warrant the accuracy or 

veracity of any information that they provide to potential bidders in connection with due 

diligence; provided, however, that the Debtor and its professionals represent and warrant that 

they have made good faith efforts to ensure that information provided to potential bidders is 

accurate and complete. 

DETERMINATIONS BY DEBTOR

12. After consultation with its Major Stakeholders, as appropriate, the Debtor is 

authorized (i) to determine whether any potential bidder is a Qualified Bidder; (ii) to coordinate 

the efforts of potential bidders in conducting their respective due diligence investigations; and 

(iii) to receive bids from Qualified Bidders (collectively, the “Bidding Process”). 

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REQUIREMENTS OF “QUALIFIED BIDDER” STATUS

13. Any potential bidder desiring to participate in the Bidding Process must be 

deemed a “Qualified Bidder” by the Debtor. To be deemed a Qualified Bidder, on or before 5:00 

p.m. on March 29, 2019, such bidder must deliver to the Debtor, its professionals, and the Major 

Stakeholders: 

(i) written evidence of available cash, a commitment for financing or ability to 

timely obtain a satisfactory commitment if selected as the Successful Bidder; 

(ii) a representation that the potential bidder has the financial wherewithal to 

consummate the transactions contemplated or otherwise provide such information that 

will allow the Debtor to make a reasonable determination as to the potential bidder’s 

ability to perform;

(iii) a representation that (y) the potential bidder has Department of Energy (DOE) 

Foreign Ownership, Control or Influence (FOCI) Office of Intelligence and 

Counterintelligence certification or is making a good faith effort to obtain DOE FOCI 

Certification and, (z) in the Debtor’s reasonable discretion, has demonstrated the 

capability and credentials to obtain DOE FOCI certification in a timely manner;

(iv) a stipulation or evidence that submission of the bid, execution, delivery and 

closing on the purchase of the Assets is duly authorized and the prospective bidder has all 

requisite approvals from its board of directors or comparable governing body; and 

(v) a certified check or other good and verifiable funds in the amount of ten percent 

(10%) of the proposed purchase price (the “Good Faith Deposit”). 

For the avoidance of doubt, the Purchaser shall be deemed a Qualified Bidder, and the APA shall 

be deemed a Qualified Bid as hereinafter defined, notwithstanding the provisions of paragraph 

15(d), infra, and the Purchaser shall not be required to submit an additional Qualified Bid or any 

additional information but shall be required to post a Good Faith Deposit within three (3) 

business days of entry of the Bid Procedures Order. 

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14. The Good Faith Deposits3shall be held by an escrow agent to be designated by 

the Debtor. All Good Faith Deposits shall be returned within seventy-two (72) hours of the 

selection of the Successful Bidder as set forth herein, except for the Good Faith Deposit 

submitted by the Successful Bidder and the Back-Up Bidder. The Good Faith Deposits of the 

Successful Bidder and Back-Up Bidder shall be held in separate accounts established by the 

Debtor. If the Successful Bidder (or the Back-Up Bidder) fails to consummate an approved sale 

of the Assets because of a breach or failure to perform on the part of such Successful Bidder (or 

Back-Up Bidder), such Successful Bidder’s (or Back-Up Bidder’s) Good Faith Deposit will be 

held by the Debtor subject to the terms and conditions in paragraph 24 below.

15. A Qualified Bidder that desires to make a bid for the Assets shall deliver written 

and electronic copies of such bid to the Debtor and its professionals so as to be received by no 

later than April 4, 2019 at 5:00 p.m. (Eastern Time) (the “Opening Bid Deadline”).

REQUIREMENTS FOR A QUALIFIED BID

16. A “Qualified Bid” is an offer to purchase the Assets that conforms, to the 

Debtor’s satisfaction (in consultation with its professionals and the Major Stakeholders), to the 

following requirements:

(a) Identity of Offeror. Discloses the identity of the offeror, including without 

limitation the identity of the equity holders and sponsors of the offeror; provided, however, that, 

if the offeror is a publicly traded company, the equity holders of such offeror need not be 

disclosed.

(b) Form. Includes a clean, duly executed and binding purchase agreement 

(an “Agreement”), together with all exhibits, schedules, and any ancillary agreements described 

therein and a redline of its proposed purchase agreement compared against the APA.

(c) Purchase Price. Identifies the purchase price and how the purchase price 

will be paid (i.e., the dollar amount of each of the following: cash, credit bid and/or assumption 

of liabilities) at closing;

 

3 For the avoidance of doubt, the Good Faith Deposit of the Purchaser shall be held by an escrow agent mutually 

acceptable to the Purchaser and Debtor as set forth in the LOI.

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(d) Minimum Cash. 

a. a potential bidder is bidding on all of the Assets, the purchase price 

must include a minimum cash amount payable at closing in the amount 

of at least Five Million, Five Hundred Fifty Thousand Dollars 

($5,550,000.00), which is equal to Cash Consideration of the bid 

submitted by the Stalking Horse of $5,200,000.00, plus (i) the breakup fee in the amount of $200,000.00 (the “Break-Up Fee”), (ii) 

Expense Reimbursement subject to a cap of $100,000.00 (the 

“Expense Reimbursement”), and (iii) the initial minimum overbid 

increment of $50,000.00 (the “Bid Increment”); or

b. If a potential bidder is bidding on less than all of the Assets, the 

purchase price must include a minimum cash amount payment at 

closing in the amount greater than the aggregate sum of (i) the BreakUp Fee, (ii) the Expense Reimbursement, and (iii) an initial Bid 

Increment. 

(e) Assets and Liabilities. Identifies the acquired assets, excluded assets, 

assumed liabilities and retained liabilities, as applicable.

(f) Financing. Includes evidence to the satisfaction of the Debtor, in 

consultation with the Debtor’s professionals and Major Stakeholders, of the offeror’s financial 

ability to consummate the transactions contemplated in the Agreement. 

(g) Corporate Authority. Includes written evidence to the Debtor’s 

satisfaction, in consultation with the Debtor’s professionals and Major Stakeholders,, of the 

authorization and approval from the offeror’s board of directors (or comparable governing body) 

with respect to the submission, execution, delivery and consummation of the Agreement.

(h) Closing. Confirms that, if selected as the Successful Bidder, the offeror 

will consummate and fund the Agreement in accordance with its terms by a date certain.

(i) Due Diligence. Acknowledges and represents that the offeror: (i) has 

relied solely upon its own independent review, investigation and/or inspection of any documents 

and/or the Assets in making its offer; (ii) did not rely upon any written or oral statements, 

representations, promises, warranties or guaranties whatsoever, whether express or implied (by 

operation of law or otherwise), regarding the Assets or the completeness of any information 

provided in connection therewith or the Auction other than as provided in the Agreement; and 

(iii) with the exception of the Purchaser, is not entitled to any breakup fee or similar type of 

payment, and by submitting an Agreement, waives, and shall be deemed to waive, the right to 

pursue a substantial contribution claim under Section 503 of the Bankruptcy Code related in any 

way to the submission of its bid or the Bid Procedures.

(j) Earnest Money Deposit. Includes the Good Faith Deposit. 

(k) No Collusion. By submitting a Qualified Bid, each such bidder shall be 

deemed to have confirmed that it has not engaged in any collusive behavior with respect to the 

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bidding or the Auction. The Debtor reserves the right to have each Qualified Bidder re-confirm 

that it has not engaged in any collusive behavior with respect to the bidding or the Auction.

17. The Debtor, in its discretion, in consultation with its professionals and Major 

Stakeholders, may allow a Potential Bidder whose offer has failed to meet the requirements of a 

Qualified Bid additional time to cure any deficiencies through April 5, 2019, at 11:59 p.m. 

Between the Opening Bid Deadline and the Auction, the Debtor may negotiate with or seek 

clarification from Qualified Bidders. Each Qualified Bidder shall promptly provide to the 

Debtor any information reasonably required in connection with the evaluation of a Qualified Bid. 

Without the consent of the Debtor, in consultation with its professionals and Major Stakeholders, 

a Qualified Bidder may not amend, modify, or withdraw its Qualified Bid, except to increase the 

purchase price or otherwise improve the terms of the Qualified Bid to make them more favorable 

to the bankruptcy estate during the period that such Qualified Bid is required to remain 

irrevocable and binding.

AUCTION

18. In the event that at least two (2) Qualified Bids (including the APA) are received 

by the Debtor by the Opening Bid Deadline, the Debtor will conduct an Auction. The Auction, if 

any, shall be held at the law offices of Hirschler, 8270 Greensboro Drive, Suite 700, Tysons, VA 

22101 at 1:00 p.m. (Eastern Time) on April 8, 2019 The bidding shall start at the amount offered 

in the highest Qualified Bid as determined by the Debtor.

19. In the event that there are no Qualified Bids submitted by the Bid Deadline other 

than the APA, the Debtor will file a notice with the Bankruptcy Court cancelling the Auction by 

11:59 p.m. on April 5, 2019 and shall request at the Sale Hearing that the Bankruptcy Court 

approve the LOI.

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20. Except as otherwise determined by the Debtor in consultation with its 

professionals and Major Stakeholders, only the (i) Debtor, (ii) the Debtor’s professionals, (iii) the 

Major Stakeholders, (iv) the Office of the United States Trustee for the Fourth Circuit, (v) 

Qualified Bidders, (vi) any creditor of the Debtor that, at least five (5) business days prior to the 

Auction, delivers to Debtor’s counsel (by mail or e-mail at the address or e-mail address 

identified hereinabove) a written request to attend the Auction, and (vii) the respective 

professionals of the foregoing, shall be entitled to attend the Auction; provided that (x) the 

Debtor reserves the right to object to any request to attend the Auction made by a creditor 

pursuant to clause (v) immediately above, and (y) if the Debtor and such creditor are unable to 

consensually resolve such objection promptly, the Debtor shall seek a teleconference with the 

Bankruptcy Court prior to the Auction to adjudicate such objection. Only Qualified Bidders 

(including the Purchaser) are eligible to participate in the Auction.

21. The Auction shall be governed by the following procedures:

(a) Qualified Bidders shall appear at the Auction in person, or through a duly 

authorized representative who has all requisite authority to legally bind such Qualified Bidder.

(b) The Debtor, in consultation with its professionals and Major Stakeholders, 

may conduct the Auction in the manner that the Debtor determines, in its reasonable business 

judgment, will result in the Successful Bid that will maximize the overall value of the Assets to 

the creditors and the Debtor’s estate, and may adopt and modify rules for the Auction at the 

Auction that, in the Debtor’s reasonable business judgment, in consultation with its professionals 

and Major Stakeholders, will better promote the goals of the Auction and that are not materially 

inconsistent with any of the provisions of the Bid Procedures Order, the Bankruptcy Code, or 

any order of the Bankruptcy Court. All such rules will provide that: (i) the Auction procedures 

must be fairly and evenly administered, and not intended to cause any participating Qualified 

Bidder to be disadvantaged in any material way with respect to the process as compared to any 

other participating Qualified Bidder; and (ii) all participating Qualified Bidders (or their 

authorized representatives) shall be entitled to be present for all bidding and that the terms of 

each Qualified Bid shall be fully disclosed or available to all other Qualified Bidders throughout 

the entire Auction. Each bid by a Qualified Bidder at the Auction, if not inconsistent with the 

provisions of these Bid Procedures, shall be deemed to constitute a Qualified Bid.

(c) The Debtor will arrange for the actual bidding at the Auction to be 

recorded by stenographic or video means.

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(d) No later than one (1) hour prior to the commencement of the Auction, the 

Debtor, in consultation with its professionals and Major Stakeholders, shall determine (i) the 

then-current highest or otherwise best bid (the “Opening Bid”), and (ii) the initial minimum 

overbid above the Opening Bid, which shall be in an amount not less than (a) Three Hundred 

Fifty Thousand Dollars ($350,000.00) if for a subset of the Assets and (b) Five Million Five 

Hundred Fifty Thousand Dollars ($5,550,000.00) if for all the Assets.

(e) The Auction will begin with the Opening Bid. Subsequent to the initial 

round of bidding, the Auction may continue, in the discretion of the Debtor in consultation with 

its professionals and Major Stakeholders, with one or more subsequent rounds of bidding. The 

minimum overbid for any such subsequent rounds shall be Fifty Thousand Dollars ($50,000.00).

(f) All Qualified Bidders shall be present for each round of bidding, provided, 

however, each Qualified Bidder may, in its sole discretion, decline to bid in one (1) round of 

bidding without ending its participation in the Auction, but may not decline to bid in more than 

one (1) round of bidding.

(g) All Qualified Bidders shall have the right, at any time, to request that the 

Debtor announces, subject to any potential new bids, the then-current highest or otherwise best 

bid and, to the extent requested by any Qualified Bidder, use reasonable efforts to clarify any and 

all questions such Qualified Bidder may have regarding the Debtor’s announcement of the then 

current highest or otherwise best bid.

(h) In the discretion of the Debtor, in consultation with its professionals and 

Major Stakeholders, each Qualified Bidder shall have the right to propose modifications to its 

Agreement at the Auction; provided, however, that any such modifications to an Agreement on 

an aggregate basis and viewed in whole, shall not be less favorable to the bankruptcy estate as 

determined by the Debtor, in consultation with its professionals and Major Stakeholders.

(i) Immediately prior to the conclusion of the Auction, the Debtor, in 

consultation with its professionals and Major Stakeholders (i) will review each bid made at the 

Auction; (ii) determine the highest or best bid for the Assets (the “Successful Bid” and the entity 

or entities submitting such Successful Bid, the “Successful Bidder”); and (iii) notify all 

Qualified Bidders at the Auction, prior to its conclusion, of the identity of the Successful Bidder. 

In making this determination, the factors that the Debtor may consider include, without 

limitation, the amount of the purchase price, the form of consideration offered, the Assets being 

purchased, and the Qualified Bidder’s ability to close a transaction and the timing thereof.

(j) In addition, the Debtor shall determine, in consultation with its 

professionals and Major Stakeholders, which Qualified Bid, if any, is the next highest or 

otherwise best Qualified Bid and designate such Qualified Bid as the “Backup Bid” which shall 

proceed to closing in the event the Successful Bidder fails to consummate the Successful Bid. A 

Qualified Bidder that submits the Qualified Bid that is designated as the Backup Bid is the 

“Backup Bidder.” The Backup Bid shall terminate (i) automatically upon consummation of the 

Successful Bid, or (ii) when the Backup Bidder provides notice of termination to the Debtor in 

accordance with the terms of the Backup Bid. If the Successful Bid does not close, and provided 

that the Backup Bid has not been terminated, the Debtor shall give notice to the Backup Bidder 

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to consummate the Backup Bid, the Debtor and the Backup Bidder shall agree upon a reasonable 

time period within which to close, and the Debtor shall, upon request of the Backup Bidder, seek 

a confirmatory order of the Bankruptcy Court of such Backup Bid.

(k) At the conclusion of the Auction, any and all key terms of the Successful 

Bid and the Backup Bid shall be recited on the record to ensure the accuracy thereof and to aid in 

the final documentation of the sale.

(l) All Qualified Bidders at the Auction shall be deemed to have consented to 

the core jurisdiction of the Bankruptcy Court and waived any right to a jury trial in connection 

with any disputes relating to the Auction, and the construction and enforcement of the Successful 

Bid, as applicable.

SALE HEARING

22. A hearing to consider of the sale to the Purchaser or Successful Bidder will be 

held on April 11, 2019 (the “Sale Hearing”) at 1:00 p.m.. At the Sale Hearing, the Debtor will 

seek authorization to consummate the transaction proposed by the Purchaser or the Successful 

Bidder. The Auction and/or the Sale Hearing may be adjourned in open court from time to time, 

without further notice. The Sale Hearing will be held before the Honorable Klinette H. Kindred, 

United States Bankruptcy Judge, at the United States Bankruptcy Court for the Eastern District 

of Virginia, Courtroom III, 200 South Washington Street, Alexandria, Virginia 22314.

23. Any objections to any of the relief to be requested at the Sale Hearing must be in 

writing, state the basis of such objections with specificity and be filed with the Bankruptcy Court 

on or before April 3, 2019, provided, however, that objections to the Bankruptcy Court’s 

approval or disapproval of the Successful Bid designation or the Back-Up Bid designation, or 

any terms of the Successful Bid or Backup Bid that differ from the APA shall be deemed timely 

made if (but only if) made orally on the record at the Sale Hearing when requested by the 

Bankruptcy Court. All such objections shall be served in accordance with the Sale and Bid 

Procedures Notice so as to actually be received by such date and time.

Case 19-10230-KHK Doc 118 Filed 03/22/19 Entered 03/22/19 17:28:46 Desc Main

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12

24. In the event that a Successful Bidder fails to consummate a purchase in 

accordance with the Successful Bid, the Backup Bidder shall be designated the Successful 

Bidder and the Debtor shall be directed to and authorized to effect such transaction without 

further order of the Bankruptcy Court. The Successful Bidder and Backup Bidder, if any, should 

be represented by counsel at the Confirmation Hearing.

CONSUMMATION OF THE PURCHASE

24. The purchase of the Assets shall be consummated as set forth below.

A. Application of Earnest Money Deposit

(1) If the Successful Bidder consummates the proposed sale on the terms and 

conditions of the Successful Bid, the Earnest Money Deposit of such Successful Bidder will be 

applied to the purchase price at closing.

(2) If the Successful Bidder fails to consummate the proposed sale on the 

terms and conditions of the Successful Bid, breaches the terms and conditions of the Successful 

Bid, or otherwise fails to perform its obligations hereunder or thereunder, the Debtor may, and 

without further order of the Bankruptcy Court, deem the Successful Bidder to be a “Defaulting 

Buyer,” at which time the Successful Bid shall be deemed rejected.

(3) A Defaulting Buyer automatically forfeits its Earnest Money Deposit. 

Case 19-10230-KHK Doc 118 Filed 03/22/19 Entered 03/22/19 17:28:46 Desc Main

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13

B. Backup Purchase

(a) Upon a determination by the Debtor, in consultation with its professionals 

and Major Stakeholders, that the Successful Bidder is a Defaulting Buyer, the Debtor will be 

authorized, but not required, to consummate a sale with a Backup Bidder on the terms and 

conditions of the Backup Bid without further order of the Bankruptcy Court, provided that the 

Bankruptcy Court approved such Backup Bid at the Sale Hearing.

(b) If a Backup Bidder consummates a sale on the terms and conditions of the 

Backup Bid, the Earnest Money Deposit of such Backup Bidder will be applied to the purchase 

price at closing. In the event that the Debtor seeks to consummate a sale on the terms and 

conditions of a Backup Bid with a Backup Bidder and such Backup Bidder fails to consummate 

such sale on or before the alternative closing date, breaches its Backup Bid, or otherwise fails to 

perform, the Debtor may, in its business judgment and in consultation with its professionals and 

Major Stakeholders, and without further order of the Bankruptcy Court, deem such Backup 

Bidder to be a Defaulting Buyer and pursue the same remedies set forth hereinabove with respect 

thereto (including, but not limited to, retaining and applying the Backup Bidder’s Earnest Money 

Deposit as part of the Debtor’s damages resulting from the breach or failure to perform by the 

Backup Bidder).

(c) In the event that the Backup Bid terminates, the Good Faith Deposit shall 

be returned within three (3) business days of such termination.

25. These Bidding Procedures may not be modified except with the express prior 

written consent of (i) the Debtor and (ii) the Purchaser. For the avoidance of doubt, no such 

modification may affect the Debtor’s obligations to pay the Breakup Fee or the Expenses 

Reimbursement if and when required under the terms of the Bid Procedures Order. 

Case 19-10230-KHK Doc 118 Filed 03/22/19 Entered 03/22/19 17:28:46 Desc Main

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4

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 22nd day of March, 2019, a copy of the foregoing 

Notice of Bid Procedures, Auction Date, and Confirmation Hearing and a copy of the Bid 

Procedures was served (a) by operation of this Court’s CM/ECF electronic case management 

system on the parties identified on Exhibit A (ECF Service List), (b) by first-class mail on the 

parties identified on Exhibit B (First Class Mail Service List), (c) by e-mail on the parties 

identified on Exhibit C (E-Mail Service List), (d) by posting to the InScope International, Inc. 

file share site; and (e) by first-class mail on the Purchaser and on all entities known to have 

expressed an interest in bidding on the Assets.

Kristen E. Burgers

/s/ Kristen E. Burgers

Case 19-10230-KHK Doc 118 Filed 03/22/19 Entered 03/22/19 17:28:46 Desc Main

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EXHIBIT A

ECF SERVICE LIST

Electronic Mail Notice List - Parties in the case only

 John P. Fitzgerald, III: ustpregion04.ax.ecf@usdoj.gov

 Kenneth M. Misken: kmisken@milesstockbridge.com

 Joel Larkin Perrell, Jr.: jperrell@milesstockbridge.com

 Frances C. Wilburn: fwilburn@offitkurman.com

 Bryn Sherman: bsherman@offitkurman.com

 Ashish Rawat: ecfnotices@ascensioncapitalgroup.com

 Alexander M. Laughlin: alex.laughlin@ofplaw.com

 Lauren Friend McKelvey: lauren.mckelvey@ofplaw.com

 Paul D. Economon: paul.economon@firsherbroyles.com

 J. Caleb Jones: jcjones@simmsshowerslaw.com

 Steven B. Ramsdell: sramsdell@tbrclaw.com

 Anthony F. Giuliano: afg@pryormandelup.com

 Kevin M. O’Donnell: kmo@henrylaw.com

 Stephen Metz: smetz@offitkurman.com

 Jack I. Frankel: jack.i.frankel@usdoj.gov

 Joseph A. Guzinski: joseph.a.guzinski@usdoj.gov

 John Chapman Petersen: jcp@petersenfirm.com

 Jeffrey L. Tarkenton: jeffrey.tarkenton@wbd-us.com

 Frances C. Wilburn fwilburn@offitkurman.com

Case 19-10230-KHK Doc 118 Filed 03/22/19 Entered 03/22/19 17:28:46 Desc Main

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2

EXHIBIT B

FIRST CLASS MAIL SERVICE LIST

ADP LLC

One ADP Boulevard

Roseland, NJ 07068-1786

APP Group International LLC

One Commerce Plaza

99 Washington Avenue, Suite 850A

Albany, NY 12210-2804

APP Group International LLC

c/o Jason Gang

1245 Hewett Plaza, Suite 478

Hewlett, NY 11557

APP Group International Inc.

411 Hempstead Turnpike

West Hempstead, NY 11552

Ace Parking Management

PO Box 44512

Washington, DC 20026-4512

Alliant Group LP

3009 Post Oak Boulevard, Suite 2000

Houston, TX 77056-6599

American Express Travel Related Svcs. Co.

c/o Becket and Lee LLP

PO Box 3001

Malvern, PA 19355-0701

Asta CRS Inc.

44121 Harry Byrd Highway, Suite 230

Ashburn, VA 20147

AT&T Mobility

PO Box 6463

Carol Stream, IL 60197-6463

Automation Career Consultants

1 Bateau Landing

Grasonville, MD 21638-9660

Automox Inc.

1909 Broadway, Suite 200

Boulder, CO 80302-5264

BKM Consulting

405 Salyor Way SW

Leesburg, VA 20175-5824

Michael G. Bruce

12018 Sunrise Valley Drive, Suite 100

Reston, VA 20191-3444

Barnard & Fifth Capital Group

201 Irving Place, Suite 2

Woodmere, NY 11598-1639

Bluestar Systems Inc.

c/o Faisal Shahbaz, Reg. Agent

9717 Waterline Drive

Burke, VA 22015

Business Furniture Installation

821 Oregon Avenue, Suite C

Linthicum Heights, MD 21090-1419

Business Merchant Funding

680 Central Avenue

Cedarhurst, NY 11516-2329

CBSG

22 N. 3rd Street

Philadelphia, PA 19106-2113

CWPS

14111 Park Meadow Drive

Chantilly, VA 20151

Capital Merchant Services LLC

180 Wolftrap Road, Suite 101

Albany, NY 12205-1138

Cara Cecelia Mockrish

12345 Rice’s Crossings

PO Box 1111

Oregon House, CA 95962-1111

CareerBuilder LLC

13047 Collection Center Drive

Chicago, IL 60693-0130

Centre Consulting

c/o Barbara S. Kinosky, Reg. Agent

Centre Law Group

8330 Boone Boulevard, Suite 300

Tysons, VA 22182

Chags Health Information

10500 Little Patuxent Parkway, Suite 430

Columbia, MD 21044-3563

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Christopher Castro

17 State Street, Suite 4000

New York, NY 10004-1508

Christopher S. Young

Business & Technology Law Group

6310 Hillside Court, Suite 160

Columbia, MD 21046-1081

Chubb Group of Insurance Co.

202 B Hall’s Mill Road

Whitehouse Station, NY 08889-3454

Citrix/LogMeInUSA

PO Box 50264

Los Angeles, CA 90074-0264

Clifton Larson Allen LLP

1966 Greenspring Drive, Suite 300

Timonium, MD 21093-4161

Cooley Godward Kronish LLP

101 California Street, 5th Floor

San Francisco, CA 94111-3580

Comptroller of Maryland

Revenue Admin Division

110 Carroll Street

Annapolis, MD 21411-1000

C

Concur Technologies Inc.

18400 NE Union Hill Road

Redmond, WA 98052-3332

Cynthia G. Downs

15604 Warm Springs Court

Charlottes, NC 28278-8845

CoreSite LP

PO Box 74338

Cleveland, OH 44194-4338

Cyberspace Analytics Corporation

3724 Chatham Road

Ellicott City, MD 21042-5106

DC Gov’t Office of Tax & Revenue

PO Box 37559

Washington, DC 20013

DC Treasurer

1101 4th Street, SW

Washington, DC 20024

David Garrett

20933 Cedarpost Square, #301

Ashburn, VA 20147-7799

DHI Group Inc.

Attn.: Bob Collins

1450 Broadway, 29th Floor

New York, NY 10018

Dhiyo Systems LLC

7925 Nodi Court

Manassas, VA 20111-1978

Dice.Com

4939 Collections Center Drive

Chicago, IL 60693-00001

Fairfax County Dept. of Tax Admin.

12000 Government Center Parkway, Ste. 223

Fairfax, VA 22035

Financial System Technologies

6541 Old Chesterbrooke Road

McLean, VA 22101-4610

Focus Investment Banking

8065 Leesburg Pike, Suite 850

Vienna, VA 22182-2702

Federal Home Loan Mortgage Corp.

8200 Jones Branch Drive,

McLean, VA 22102

Fannie Mae

12900 Worldgate Drive, 7H-210

Herndon, VA 20170

Fundbox

300 Montgomery Street, Suite 900

San Francisco, VA 94104

Fusion Plus Solutions Inc.

3 Ethel Road, Suite 303

Edison, NJ 08817-2857

GCF Consulting LLC

1604 Dickens Place

Upper Marlboro, MD 20774-6020

George E. Warner

Warner Law

1515 One Financial Plaza

120 South Sixth Street

Minneapolis, MN 55402-1803

HCL Global Systems Inc.

24543 Indoplex Circle, Suite 220

Farmington Hills, MI 48335-2529

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4

Holland & Hart, LLP

PO Box 8749

Denver, CO 80201

Hudson Data LLC

122 N. Genesee Street, Suite 302A

Geneva, NY 14456-1163

Idexcel Inc.

459 Herndon Parkway, Suite 11

Herndon, VA 20170-6221

InScope Energy LLC

12018 Sunrise Valley Drive, Suite 100

Reston, VA 20191

InScope Health LLC

12018 Sunrise Valley Drive, Suite 100

Reston, VA 20191

InScope Innovation Inc.

12018 Sunrise Valley Drive, Suite 100

Reston, VA 20191

InScope Inspire LLC

12018 Sunrise Valley Drive, Suite 100

Reston, VA 20191

Intelliteach

Attn: Brian Martin

701 Emerson Road, Suite 400

Creve Coeur, MO 63141

Izenberglaw PLLC

2201 Wisconsin Avenue, NW, Suite 200

Washington, DC 20007-4100

Insight Direct USA Inc.

PO Box 731069

Dallas, TX 75373-1069

Internal Revenue Service

PO Box 7346

Philadelphia, PA 19101-7346

Iron Mountain Inc.

PO Box 27128

New York, NY 10087-7128

Jabil Circuit Inc.

3800 Giddings Road

Auburn Hills, MI 48326

JB Micro Inc.

3226 Diablo Avenue

Hayward, CA 94545-2780

James C. Brand

Frederikson & Byron, PA

200 South Sixth Street, Suite 4000

Minneapolis, MN 55402-1425

Job Diva Inc.

Wall Street Station

PO Box 876

New York, NY 10268-0876

Kanor Systems Inc.

13889 Walney Place

Chantilly, VA 20151

Kronsys Inc.

6512 Six Forks Road, Suite 304-A

Raleigh, NC 27615-6562

Land Rover Financial Group

PO Box 78070

Phoenix, AZ 85062-8070

Leidos Inc.

11955 Freedom Drive

Reston, VA 20190

Liazon

PO Box 8000

Department 428

Buffalo, NY 14267-00002

Marlabs Incorporated

PO Box 21798

New York, NY 10087-1798

MavTech Solutions

7310 Fleet Avenue

Cleveland, OH 44105-2202

Management Accounting & Consultants

200 Stonewall Avenue

Middleburg, VA 20117-2603

Monster Inc.

PO Box 90364

Chicago, IL 60696-0364

NGS Infonet Inc.

12310 Pinecrest Road, Suite 206

Reston, VA 20191-1659

Meta Dimensions Inc.

43690 Luckets Bridge Circle

Ashburn, VA 20148-6724

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Navitas Business Consulting Inc.

13454 Sunrise Valley Drive, Suite 240

Herndon, VA 20171-3278

Octagon Consulting LLC

44084 Saxony Terrace

Ashburn, VA 20147

One Voice Communications Inc.

4546 Woodland Road, Suite 250

Sterling, VA 20166

Ordusion Technologies Inc.

3057 Peachtree Industrial Boulevard, Ste. 210

Duluth, GA 30097

Par Funding

22 N. 3rd Street

Philadelphia, PA 19106-2113

Pre-Paid/Legal Shield

PO Box 2629

Ada, OK 74821-2629

QPro Solutions Inc.

c/o Nirmal Sandhu, Reg. Agent

20577 Triple Crown Court

Ashburn, VA 20147

Quadel Consulting

1200 G Street, NW, Suite 700

Washington, DC 20005-6703

RJT Compuquest Inc.

222 N. Sepulveda Boulevard, Suite 2250

El Segundo, CA 90245-5635

RS Sai Solutions Corp.

41455 Carriage Horse Drive

Aldie, VA 20105-3108

Residential Financial LLC

c/o Kamal Khan

22923 Quicksilver Drive, Suite 107

Sterling, VA 20166-2013

Richard Kruger

Jaffe Raitt Heuer & Weiss PC

27777 Franklin Road, Suite 2500

Southfield, MI 48034-8214

Office of HQ PS

U.S. Department of Energy

1000 Independence Avenue, SW

Washington, DC 20585

River Capital Partners LLC

d/b/a Hop Capital

137 Greenway Road

Lido Beach, NY 11561

SPG Advance LLC

Lazer Preizler

5306 New Utrecht Avenue

Brooklyn, NY 11219-4139

Seyfarth Shaw LLP

233 South Wacker Drive, Suite 8000

Chicago, IL 60606-5000

Ski Fi Capital Partners Inc.

22 Cortlandt Street, 11th Floor

New York, NY 10007-3171

Software Programming Group LLC

15 Corporate Place South, Suite 421

Piscataway, NJ 08854-6115

ST. Logics

1119 Keystone Way, Suite 301

Carmel, IN 46032

Sterling Commercial Credit LLC

10559 Citation Drive, Suite 204

Brighton, MI 48116-8398

Sterling Talent Solutions

PO Box 28047

New York, NY 10087-8047

Sundun

PO Box 39

Beltsville, MD 20704-0039

Sunrise Systems Inc.

PO Box 513

Metuchen, NJ 08840-0513

Swapnil S. Shah

4211 Sleepy Lake Drive

Fairfax, VA 22033-2840

Super G Capital LLC

c/o Salisian Lee LLP

550 S. Hope Street, Suite 750

Los Angeles, CA 90071

Tamieka Lucas

8200 Cooper Street

Alexandria, VA 22309

TekAgile Solutions LLC

8115 Maple Lawn Boulevard, Suite 350

Fulton, MD 20759-2683

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TekShapers Inc.

1441 East Maple Road, Suite 301

Troy, MI 48083-4027

Texperts Inc.

8500 Leesburg Pike, Suite 408

Vienna, VA 22182-2409

The Hartford

PO Box 660916

Dallas, TX 75266-0916

The LCF Group

411 Hempstead Turnpike

West Hempstead, NY 11552-1350

The Lincoln National Life

PO Box 08221

Carol Stream, IL 60132-0821

TransLang Ltd.

PO Box 232

Great Falls, VA 22066

UPS Freight

PO Box 650690

Dallas, TX 75265-0690

Unify Solutions Inc.

4 West Rolling Crossroads, Suite #09

Cantonsville, MD 21228-6278

United Business Technologies

9218 Gaither Road

Gaithersburg, MD 20877-1420

Vaktech Inc.

101 Morgan Lane, Suite 303

Plainsboro, NJ 08536-3345

Verizon Wireless

PO Box 17464

Baltimore, MD 21297-1464

Vigna Solutions Inc.

21351 Gentry Drive, Suite 145

Sterling, VA 20166-8511

Virtustream Inc.

8444 Westpark Drive, Suite 900

McLean, VA 22102

W.B. Mason Co., Inc.

PO Box 981101

Boston, MA 02298-1101

Your Cyber Security Matters

19 Rutledge Court

Sterling, VA 20165-6243

ZK IT Consulting

115 Lowell Street

Carteret, NJ 07008-2919

Zoho Corporation

4141 Hacienda Drive

Pleasanton, CA 94588

U.S. Securities & Exchange Commission

Office of Reorganization

950 East Paces Ferry Road, NE, Suite 900

Atlanta, GA 30326-1382

Albert M. Bruce Jr.

4820 Point Pleasant Pike

Doylestown, PA 18902

Alexander Burkovsky

13352 Foxhole Drive

Fairfax, VA 22033

Amanda Grosiak

8321 Eagle Rock Avenue

Albuquerque, NM 87122

Amita Singh

43159 Scenic Creek Way

Leesburg, VA 20176

Andy Herscher

2615 Oak Vista Court

Castle Rock, CO 80104

Andy Thanh Lam

15042 Athey Road

Burtonsville, MD 20866

Angela Thomas

7617 Derek Drive

Raleigh, NC 27613

Anna Correa

151 S. Highland Avenue

Ossining, NY 10562

Anushree Jain

2016 Peach Orchard Drive, Apt. 23

Falls Church, VA 22043

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Den Conrey

410 Kojun Court

Sterling, VA 20164

Bharathi Nanduru

42661 Paradise Spring Court

Ashburn, VA 20148

Bobby Segears

4500 Bowen Road, SE

Washington, DC 20019

Brad Harper

5806 Channing Road

Springfield, VA 22150

Bradley Sroka

20485 Morningside Terrace

Sterling, VA 20165

Brian Moran

4316 S. 6th Street

Arlington, VA 22204

Cary Bloom

37 Brighton Drive

Gaithersburg, MD 200877

Catherine Poole

19166 Coton Hall Street

Leesburg, VA 20176

Chandra Immadi

3230 Yeager Drive

Herndon, VA 20171

Charles Hill Jr.

4849 Frankford Road, Apt. 1211

Dallas, TX 75287

Cheryl Black

1613 Chickasaw Place

Leesburg, VA 20176

Craig Bowser

216 Cranbrook Drive, NE

Leesburg, VA 20176

Daniel Bredy

5948 Berkshire Court

Alexandria, VA 22303

Daniel Wellington

902 Parma Court

Davidsonville, MD 21035

Dawn Dumbeck

21323 Meadow Field Court

Ashburn, VA 20148

Derrick ramberger

15338 Edgehill Drive

Dumfries, VA 22025

Derris Owens

1900 Ararat Court

Accokeek, MD 20607

Dushyant Sethi

1819 Great Falls Street

McLean, VA 22101

Edward Wilcox

2351 Eisenhower Avenue, #1301

Alexandria, VA 22314

Eileen Cunius

18513 Yarnbrooke Place

Olney, MD 20832

Erik Schroeder

485 Harbor Side Street, #305

Woodbridge, VA 22191

Geetha Thota

42617 Beckett Terrace

Ashburn, VA 20148

Glenn Ervin

43118 Arundell Court

Broadlands, VA 20148

Gregory Blackmon

8930 Contenental Place

Landover, MD 20785

Gurpreet Kaur

25332 Eldridge Terrace

Chantilly, VA 20152

Henry Gueringer

15305 Santini Road

Burtonsville, MD 20866

Jaime Sanchez

2157 Golf Course Drive

Reston, VA 20191

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Jaime Stykemain

1881 Clovis Court

Virginia Beach, VA 23454

James Chadwick

11612 Ivystone Court, Apt. 301

Reston, VA 20191

Jamie Gausemel

1629 L Street, NE, #306

Washington, DC 20002

Janelle Ashe

2016 N. Illinois Street

Arlington, VA 22205

Jennifer Garst

5016 Desert Forest Court

Haymarket, VA 20169

Jesse Lim

13332 Gloverdale Place

Germantown, MD 20874

Jessica Card

214 Catoctin Circle, NE

Leesburg, VA 20176

Jessica L. Sawyer

8010 Blair Mill Way, Apt. 1404E

Silver Spring, MD 20910

Joseph Stapleton

41700 Truly Circle

Aldie, VA 20105

Ka Pang Yu

42948 Spyder Place

Chantilly, VA 20152

Kelly Kenealy

3105 Vandever Street

Brookeville, MD 20833

Kevin Dougherty

1 Baederwood Court, 

Rockville, MD 20855

Kevin Firman

1425 Occoquan Heights Court

Occoquan, VA 22125

Kim Boody

3731 N. Country Club, #1128

Aventura, FL 33180

Kiranmayi Nathani

41455 Carriage Horse Drive

Aldie, VA 20105

Kyle Shriver

2330 Dulles Station Boulevard, #2402

Herndon, VA 20171

Katore Whitaker

1731 Lang Place, NE

Washington, DC 20002

Madeline B. Cohen

11875 Fawn Ridge Lane

Reston, VA 20194

Marcus Bowie

2130 Brooks Drive, #203

District Heights, MD 20747

Margaret Shrewsbury

1804 E. Grauwyler Road

Irving, TX 75061

Mark Kruse

1613 Flammarion Court

Virginia Beach, VA 23454

Mark Potter

2713 Pinebrook Road

Hyattsville, MD 20785

Matthew Wood

10518 Rosenhaven Street, #105

Fairfax, VA 22030

Mike Bruce

11990 market Street, #1507

Reston, VA 20190

Michael Meyers

8010 Blair Mill Way, #1404E

Silver Spring, MD 20910

Mike Maslar

2500 Clarendon Boulevard, #217

Arlington, VA 22201

Min Han

4967 Vail Ridge Lane

Fairfax, VA 22030

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Minnie Kim

8208 Pasquel Flower Place

Lorton, VA 22079

Nagarjuna Indurti

42574 Glass Lane

Ashburn, VA 20148

Nathan Craig

131 Christie Hill Road

Darien, CT 06820

Nathaniel Hall

10245 Winged Elm Circle

Manassas, VA 20110

Noorali Motani

13329 Hound Run Drive

Fairfax, VA 22033

Osa Wille3tte

13912 Atwood Knoll Court

Silver Spring, MD 20906

Paulette Jennings 

803 S. Sterling Boulevard

Sterling, VA 20164

Pawan Thapa

8120 Weatherwood Court

Manassas, VA 20109

Peggy Franklin

296 Dover Road

Warrenton, VA 20186

Pinky Parikh

21066 Potomac Trail

Ashburn, VA 20148

RamanaKumari Gopireddy

23531 Christina Ridge Square

Ashburn, VA 20148

Renelle Sutton

23382 Evening Primrose Square

Ashburn, VA 20148

Roderick Sheckler

21 Silverwood Circle, #11

Annapolis, MD 21403

Ronald Mizrahi

11604 Fulham Street

Silver Spring, MD 20902

Sarah Bruce

11990 Market Street, #1507

Reston, VA 20190

Sarah Lofinmakin

11813 Bishops Content Road

Bowie, MD 20721

Satyarekha Doodala

6686 Jessamine Court

Annandale, VA 22003

Semsettin Ilyas

3211 Arrowhead Circle, #G

Fairfax, VA 22030

Shamim Mehbub

13527 Pennsboro Drive

Chantilly, VA 20151

Sujatha Annapureddy

23182 Glenorchy Court

Ashburn, VA 20148

Susan Burt

24120 Briggs Way

Windsor, VA 23487

Vernon Davis

421 10th Street, NE

Washington, DC 20002

Vijay Kalidas

17534 Charity Lane

Germantown, MD 20874

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EXHIBIT C

E- MAIL SERVICE LIST

Email Company

alluri@tekagile.com TekAgile Solutions LLC

Kkirkwood@automationcareer.com AUTOMATION CAREER CONSULTANTS

sree@unifysolutions.com UNIFY SOLUTIONS INC

IronMountainBillingServices@BillTrust.com IRON MOUNTAIN INC

djwellington29@yahoo.com

invoices@texperts-inc.com TEXPERTS INC

greigfields@gcfllc.com GCF CONSULTING LLC

cynthia_downs@freddiemac.com CYNTHIA G. DOWNS

karthick@consultoctagon.com OCTAGON CONSULTING LLC

region2@legalshieldcorp.com Pre-Paid/LEGAL SHIELD

sarayu@sunrisesys.com SUNRISE SYSTEMS, INC

accounts@stlogics.com ST LOGICS

laurie@sundun.com SUNDUN

flavia.douglas@sterlingcheck.com STERLING TALENT SOLUTIONS

hr@edifytech.com EDIFY TECHNOLOGIES INC

accounts.receivable@careerbuilder.com CAREERBUILDER, LLC

jv@verstandiglawfirm.com Jacob Verstandig, PLLC

gokulr@ngsinfonet.com NGS INFONET INC

ssenz@yahoo.com YOUR CYBER SECURITY MATTERS, L

Sarah.davis@alliantgroup.com ALLIANT GROUP, LP

prithviraj.hotpeti@agreeya.com MavTech Solutions

invoices@kronsys.com KRONSYS INC

Vigna.HR@vignasolutions.com VIGNA SOLUTIONS INC

preethi.r@ordusion.com ORDUSION TECHNOLOGIES INC

Bonnie.L.Petricca@leidos.com LEIDOS, INC

bhakthan@hotmail.com DHIYO SYSTEMS LLC

seth@skyficapitalpartners.com Skyfi Capital Partners

info@zkitc.com ZK IT CONSULTING

josh@izenberglaw.com IZENBERGLAW PLLC

arfollowup@hclglobal.com HCL GLOBAL SYSTEMS, INC

accounts@vaktech.com VAKTECH INC

regi@talteam.com TALTEAM, INC

jayasri@kanorsystems.com KANOR SYSTEMS INC

accounts@tekshapers.com TekShapers Inc

iso@riveradvance.com River Capital Partners

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Email Company

joecole@parfunding.com PAR Funding

info@businessmerchantfunding.com Business Merchant Funding

vmorgan@cwps.com CWPS

Uday.Krishna@marlabs.com MARLABS INCORPORATED

robb.durai@finsystechinc.com FINANCIAL SYSTEM TECHNOLOGIES,

marie.priscilla.lim@sap.com CONCUR TECHNOLOGIES, INC

aogrady@centrelawgroup.com CENTRE CONSULTING

accounts@astacrs.com ASTA CRS Inc.

alexander.gossement@logmein.com CITRIX/LOGMEINUSA

dpearson@aceparking.com ACE PARKING

davegarrett@gmail.com DAVIS GARRETT

kveni@spgamerica.com SOFTWARE PROGRAMMING GROUP LLC

CynthiaSanoCS@mnact.com MANAGEMENT ACCOUNTING & CONSUL

dsidhu@cyberspaceanalytics.com CYBERSPACE ANALYTICS CORPORATI

Mary.Elizabeth@dell.com VIRTUSTREAM, INC

cristi.lengsfeld@brookfieldproperties.com TWO RESTON CO., LLC

abraham.raj@zohocorp.com ZOHO CORPORATION

info@barnardandfifth.com Barnard & Fifth Capital Group LLC

kcassidy@clearfocustech.com CLEAR FOCUS TECHNOLOGIES, LLC

Brian.Enverso@claconnect.com CLIFTON LARSON ALLEN LLP

nathanikiran@yahoo.com RS SAI SOLUTIONS CORP

garlando.mccord@gsa.gov GENERAL SERVICES ADM

finance@cloudwick.com JBMICRO INC

laura.lau@jobdiva.com JOB DIVA, INC.

wes@automox.com AUTOMOX INC

KMELENDE@INSIGHT.COM INSIGHT DIRECT USA, INC

upsbillingcenter@ups.com UPS

vbhaktha@qprosol.com QPro Solutions Inc

businesscenter@mail.service.thehartford.com THE HARTFORD

ar@idexcel.com IDEXCEL INC

ecapps@seyfarth.com SEYFARTH SHAW LLP

mlincoln@cooley.com COOLEY GODWARD KRONISH LLP

info@mcarecovery.com MCA Recovery

dfortner@bbdcmetro.com CHUBB GROUP OF INSURANCE

tomski4@verizon.com BKM CONSULTING

billing@onevoiceinc.com ONE VOICE COMMUNICATIONS, INC.

barbara.webb@wbmason.com W.B.MASON CO., INC.

cmockrish@acumensolutions.com CARA CECELIA MOCKRISH

tmcgee@businessfurnitureinstallations.com BUSINESS FURNITURE INSTALLATIO

jeri.gelinskey@monster.com MONSTER INC.

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Email Company

AR@dhigroupinc.com DICE.COM

taxhelp@comp.state.md.us COMPTROLLER OF MARYLAND

chaya@hudsondatallc.com HUDSON DATA LLC

attpremier@response.att-mail.com AT&T MOBILITY

Gyananand.Gyanesh@apolisrises.com RJT COMPUQUEST INC

billing@coresite.com CORESITE L.P.

qaisar@bluestarsystemsinc.com BLUESTAR SYSTEMS INC

invoice@fusionplusinc.com FUSION PLUS SOLUTIONS INC

ocfo@dc.gov DC TREASURER

info@quadel.com QUADEL CONSULTING

afeldman@thelcfgroup.com Last Chance Funding

stephen@recoveryofjudgment.com Recovery of Judgement

joe@hopcapitalllc.com

joe@parfunding.com

glenn.s.nozick@leidos.com Leidos, Inc.

revati.patil@havitastech.com NAVITAS BUSINESS CONSULTING IN

Andrew.N.Petrakes@leidos.com Leidos, Inc.

info@appfunding.com APP Group International LLC

sihra.harjot@astacrs.com Asta CRS, Inc.

funding@spgadvance.com SPG Advance

kirany@c-hit.com CHAGS Health Information

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EXHIBIT D

PURCHASER AND INTERESTED PARTIES SERVICE LIST

ICS InfiniSource

Carole Davis, CFO

201 Loudoun Street, SE, Suite 200

Leesburg, VA 20175

Xator Corporation

Mark Skinner, CSO

1835 Alexander Bell Drive, Suite 210

Reston, VA 20191

ACI Federal

Thomas Asefi, CEO

1025 Connecticut Avenue, NW, Suite 1000

Washington, DC 20036

DKW Communications, Inc.

Darryl Washington, CEO

2001 L Street, NW

Washington, DC 20036

Darkblade Systems

Kyle McKuhen, Director and Program Manager

420 West Jubal Early Drive, Suite 204

Winchester, VA 22601

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