Exhibit
10.1


 


 


ASSET PURCHASE
AGREEMENT


 


by and between


 


FISCHER IMAGING
CORPORATION


 


as “Seller”


 


and


 


JN PROPERTIES, LLC


 


as “Buyer”


 


Dated as of
November 1, 2006


 









 



 


TABLE OF CONTENTS


	
  ARTICLE I DEFINITIONS

  	
  4

  
	
  1.1

  	
  Defined Terms

  	
  4

  
	
  ARTICLE II PURCHASE AND SALE AGREEMENT

  	
  8

  
	
  2.1

  	
  Transfer of Assets

  	
  8

  
	
  2.2

  	
  Assumed Liabilities

  	
  9

  
	
  2.3

  	
  Purchase Price

  	
  9

  
	
  ARTICLE III CLOSING

  	
  10

  
	
  3.1

  	
  Closing

  	
  10

  
	
  3.2

  	
  Conveyances at Closing

  	
  10

  
	
  3.3

  	
  Transaction Expenses

  	
  11

  
	
  3.4

  	
  Transfer Taxes

  	
  11

  
	
  3.5

  	
  Other Closing Matters

  	
  11

  
	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES OF
  SELLER

  	
  11

  
	
  4.1

  	
  Organization and Authorization of Seller

  	
  11

  
	
  4.2

  	
  No Violation

  	
  12

  
	
  4.3

  	
  Governmental Consents and Approvals

  	
  12

  
	
  4.4

  	
  Intellectual Property

  	
  12

  
	
  ARTICLE V REPRESENTATIONS AND WARRANTIES OF
  BUYER

  	
  13

  
	
  5.1

  	
  Organization of Buyer

  	
  13

  
	
  5.2

  	
  Authorization

  	
  13

  
	
  5.3

  	
  Governmental Consents and Approvals

  	
  13

  
	
  5.4

  	
  No Violation

  	
  13

  
	
  5.5

  	
  Financial Capacity

  	
  14

  
	
  ARTICLE VI ADDITIONAL COVENANTS OF SELLER

  	
  14

  
	
  6.1

  	
  Maintenance of Business Prior to Closing

  	
  14

  
	
  6.2

  	
  Investigation by Buyer

  	
  14

  
	
  6.3

  	
  Consents and Reasonable Efforts

  	
  15

  
	
  ARTICLE VII CONDITIONS TO SELLER’S OBLIGATIONS

  	
  15

  
	
  7.1

  	
  Entry of Sale Approval Order

  	
  15

  
	
  7.2

  	
  No Order Enjoining Sale

  	
  15

  
	
  7.3

  	
  Representations, Warranties and Covenants

  	
  16

  
	
  ARTICLE VIII CONDITIONS TO BUYER’S OBLIGATIONS

  	
  16

  
	
  8.1

  	
  Entry and Finality of Sale Approval Order

  	
  16

  
	
  8.2

  	
  Representations, Warranties and Covenants

  	
  16

  
	
  8.3

  	
  Consents

  	
  16

  
	
  8.4

  	
  No Proceedings or Litigation

  	
  16

  
	
  8.5

  	
  Instruments of Conveyance, Certificates

  	
  17

  
	
  ARTICLE IX OTHER AGREEMENTS

  	
  17

  
	
  9.1

  	
  Employee Matters

  	
  17

  
	
  9.2

  	
  Risk of Loss

  	
  17

  
	
  9.3

  	
  Consents to Assignment

  	
  17

  



 



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  ARTICLE X MISCELLANEOUS

  	
  18

  
	
  10.1

  	
  Termination

  	
  18

  
	
  10.2

  	
  In the Event of Termination; Remedies

  	
  18

  
	
  10.3

  	
  Assignment; Successors

  	
  19

  
	
  10.4

  	
  Notices

  	
  19

  
	
  10.5

  	
  Choice of Law

  	
  20

  
	
  10.6

  	
  Entire Agreement; Amendments and Waivers

  	
  20

  
	
  10.7

  	
  Construction

  	
  21

  
	
  10.8

  	
  Third Party Beneficiaries

  	
  21

  
	
  10.9

  	
  No Waiver

  	
  21

  
	
  10.10

  	
  Multiple Counterparts

  	
  21

  
	
  10.11

  	
  Invalidity

  	
  21

  
	
  10.12

  	
  Publicity

  	
  22

  
	
  10.13

  	
  Further Assurances

  	
  22

  
	
  10.14

  	
  Access to Books and Records

  	
  22

  
	
  10.15

  	
  Cumulative Remedies

  	
  22

  
	
  10.16

  	
  Termination of Covenants, Representations, and
  Warranties

  	
  22

  
	
  10.17

  	
  No Impediment to Liquidation

  	
  22

  
	
  10.18

  	
  Representation by Counsel; Mutual Negotiation

  	
  23

  



 



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ASSET PURCHASE AGREEMENT


This
Asset Purchase Agreement (this “Agreement”),
dated as of November 1, 2006, is  by and
between JN Properties, LLC, a Colorado limited liability company (“Buyer”), and Fischer Imaging Corporation, a Delaware
corporation (“Seller”).


R E C I
T A L S:


Seller
engages in the design, manufacture, sale, distribution, marketing, technical
support and warranty and post-warranty repair of the Product Lines defined
below (the “Business”).


This Agreement contemplates a transaction in which
Buyer will purchase from Seller certain assets of the Business.  Specifically, Buyer will purchase the VersaRad-A
and VersaRad-D systems (the “VersaRad  Line”), EPX-60 Single Plane EP
Imaging System, the SPX Surgical Imaging System, EP602, and Tangent tables (the “EPX/SPX Line”) and Bloom Electrophysiology Stimulator (the “Bloom  Line”)
(collectively the “Product Line”)
subject to the terms and conditions of this Agreement, including its provisions
regarding the assignment of liabilities.


AGREEMENT


NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and promises contained herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


ARTICLE I

DEFINITIONS


1.1           Defined Terms.


As
used herein, the terms below shall have the following meanings:


Affiliate has the same meaning
as set forth in the Bankruptcy Code, 11 U.S.C. § 101(2).


Agreement has the meaning set
forth in the preface above.


Acquired Assets means all of
Seller’s right, title and interest in and to the Data, the Deliverables, the
Assumed Executory Contracts, the Equipment, the Intellectual Property and the
Inventory.


Assumed Executory Contracts
means the Contracts and leases set forth on Schedule 1.1
(Assumed Executory Contracts) attached hereto.


Assumed Liabilities means the
liabilities and obligations of or relating to the Product Line (which may be
trade payable liabilities and include the warranty obligations relating to the
twenty Bloom Units retained by Buyer) specifically set forth on Schedule 1.1 (Assumed Liabilities) attached hereto.



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Bankruptcy Case means the case,
if necessary, filed by Debtor in the Bankruptcy Court for the District of
Colorado.


Bankruptcy Code means the United
States Bankruptcy Code, 11 U.S.C. § 101 et seq.


Bankruptcy Court means the
United States Bankruptcy Court for the District of Colorado.


Bankruptcy Schedules means the
Seller’s Schedules filed in the Bankruptcy Case.


Bloom Line has the meaning set
forth in the recitals above.


Business has the meaning set
forth in the recitals above.


Business Day means any day
excluding Saturday, Sunday and any day which is a legal holiday under the laws
of the State of Colorado or is a day on which banking institutions located in
such state are authorized or required by law or other governmental action to
close.


Buyer has the meaning set forth
in the preface above.


Cash Purchase Price has the meaning set
forth in § 2.3 (a) below.


Closing has the meaning set forth in § 3.1
below.


Closing  Date
has the meaning set forth in § 3.1 below.


Confidentiality Agreement means
the Confidentiality Agreement dated as of April 18, 2006 by and between the
Seller and the Buyer.


Data means historical Product
Line information including sales history, inventory history, product approved
part list matched to approved vendor list, bills of material, warranty and
repair history, price lists, end-user information, pricing and cost
information, and business and marketing plans and proposals to the extent
available under Seller’s document retention program and such other information
as Buyer may reasonably request which relates to the Product Line but excluding
(i) data so commingled with Seller’s other data such that it cannot be
extracted without unreasonable expense or (ii) data obtained from third Persons
subject to a confidentiality agreement or other applicable law restricting
Buyer’s access to such data and such Person has refused to consent to the
transfer of such data to Buyer.


Deferred Purchase Price has the meaning set forth in § 2.3 (b)
below.


Deliverables means a copy (in
accessible electronic or hard copy form) of the following:


(a)           all issued patent certificates and
files for all issued patents and patent applications for the patents identified
on Schedule 1.1 (IP-Transferred Patents) together
with files for all reissuances, continuations-in-part, revisions, extensions,
reexaminations and improvements thereof; all patent disclosure documentation
for the patents and patent applications on Schedule
1.1 



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(IP-Transferred
Patents) and for all reissuances, continuations-in-part,
revisions, extensions, reexaminations and improvements thereof;


(b)           all issued registration certificates
(or to the extent accessible in Seller’s possession use or control, the
original certificates) for the trademarks and service marks set forth on Schedule 1.1 (IP-Transferred Trademarks)
together with the application files and any trademark searches thereof;


(c)           all documents and/or files regarding
the design, development and improvement of the packaging trade dress for the
Product Line;


(d)           all copyrightable works of authorship
(including web pages, computer software source and object code, manuals and end
user-documentation, and to the extent accessible and in Seller’s possession,
use or control, a master copy thereof), and copyright application files,
copyright registration and renewal certificates, if any, as set forth on Schedule 1.1 (IP-Copyrights);


(e)           all mask works, if any, and all
application files and registration certificates thereof, if any;


(f)            all documents and/or files, if any,
of Seller’s trade secrets;


(g)           all documents and/or files containing
the proprietary confidential business information as defined in subparagraph (b) of the definition of “Intellectual
Property” below;


(h)           all documents and/or files containing
any other Intellectual Property;


(i)            all equipment warranties relating to
the Equipment and Product Line, if any; and


(j)            all manuals relating to Intellectual
Property.


Deposits
shall mean the good faith deposits previously paid to Seller by Buyer in the
aggregate amount of $59,000.00.


Encumbrance means any pledge,
lien, charge, right of others, sublease, easement, title defect, mortgage,
license, encumbrance, security interest and other adverse claim or interest of
any kind or nature whatsoever, other than the liens of taxing authorities that
are not properly due and payable.


Environmental Laws shall mean
all applicable local, state and federal statutes and regulations relating to
the protection of human health or the environment, as the foregoing are enacted
and in effect prior to the Closing Date.


EPX/SPX Line has the meaning set
forth in the recitals above.


Equipment means the equipment,
machinery, tools, jigs, dies, parts and other tangible property wherever
located, set forth on Schedule 1.1
(Equipment) attached hereto.



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Excluded Liabilities has the meaning set
forth in § 2.2 below.


Final Order means an Order of
the Bankruptcy Court that has not been reversed, stayed, modified or amended
and as to which the time to appeal or petition for certiorari has expired and
as to which no appeal or petition for certiorari is pending.


Intellectual
Property means the following intangible items:


(a)           all patents and patent applications
on Schedule 1.1 (IP-Transferred Patents) and
all reissuances, continuations-in-part, revisions, extensions, reexaminations
and improvements thereof;


(b)           all material know how, trade secrets,
and proprietary confidential business information  relating to the Product Lines in Seller’s
possession as of the Closing Date;


(c)           the trade names, trademarks and
service marks set forth on Schedule 1.1
(IP-Transferred Trademarks) the goodwill of the business associated
with and symbolized by the foregoing and all applications, registrations and
renewals thereof;


(d)           all material copyrights (including
web pages, computer software, manuals and end user-documentation), and all
copyright applications, copyright registrations and copyright registration
renewals, if any, in connection therewith, as set forth on Schedule 1.1
(IP-Copyrights); and


(e)           all mask works, if any, and all
applications, registrations and renewals, if any, in connection therewith; and


(f)            URL redirection/forwarding, at the
cost of Buyer, enabling prospects or other individuals entering the URL domain
www.fischerimaging.com to be redirected to a URL to be established by Buyer for
a period of 12 months after close of sale.


Notwithstanding the foregoing, the trade name Fischer
Imaging or any derivative thereof, any registered trademark containing the
trade name Fischer Imaging or any derivative thereof, or any domain name
containing the name Fischer Imaging or any derivative thereof is not included
in the definition of Intellectual Property.


Intellectual Property Schedules has
the meaning set forth in § 4.4 below.


Inventory means those items
described on Schedule 1.1  (Inventory) attached hereto. Buyer specifically acknowledges
that 20 Bloom finished goods units will be retained by Seller and are not
included in Inventory.


IRC means the Internal Revenue
Code of 1986, as amended.


Maintenance Obligations has the
meaning set forth in § 2.3 below.



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Person means any individual,
corporation, partnership, limited liability company, trust, association, joint
venture or other entity or any kind whatsoever.


Personnel means all directors,
officers and employees.


Product Line has the meaning set
forth in the recitals above.


Purchase
Price means the Cash Purchase
Price plus the Deferred Purchase Price.


Representative means any
attorney, accountant, agent, consultant or other representative (but shall not
include Personnel).


Sale Approval Order means, in
the event of a Bankruptcy Case, an order of the Bankruptcy Court, satisfactory
in form and substance to Buyer, Seller and their respective counsel, entered
after a hearing conducted with adequate notice, approving the transactions
contemplated by this Agreement.


Sale Procedures Order means, in
the event of a Bankruptcy Case, an order of the Bankruptcy Court, satisfactory
in form and substance to Buyer, Seller and their respective counsel, entered
after a hearing conducted with adequate notice, approving any specific sales
procedures in the Bankruptcy Court.


Seller has the meaning set forth
in the preface above.


Subsidiary means any corporation
with respect to which a specified Person (or a Subsidiary thereof) owns a
majority of the common stock or has the power to vote or direct the voting of
sufficient securities to elect a majority of the directors.


Taxes shall mean all taxes,
estimated taxes, assessments and other charges, including any interest,
penalties, additions to tax or additional amounts that may become payable in
respect thereof, imposed by any foreign, federal, state, county, local or other
government or taxing authority, which taxes shall include, without limitation, all
income taxes, payroll and employee withholding taxes, unemployment insurance,
social security, sales and use taxes, value-added taxes, excise taxes,
franchise taxes, gross receipts taxes, occupation taxes, real and personal
property taxes, stamp taxes, transfer taxes, workers’ compensation and other
obligations of the same or of a similar nature.


 VersaRad
Line has the meaning set forth in the recitals above.


ARTICLE II

PURCHASE AND SALE AGREEMENT


2.1           Transfer of Acquired
Assets.


Upon
the terms and subject to the conditions and provisions contained herein and in
the Sale Procedures Order, if any, at the Closing, Seller shall sell, convey,
transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and
accept from Seller, the Acquired Assets free and clear 



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of any and all
Encumbrances, “as is, where is” without representations or warranties of any
kind, express or implied except as contained in this Agreement.


2.2           Assumed Liabilities.


At
the Closing, Buyer shall assume and undertake to pay, perform and discharge
when due or required to be performed the Assumed Liabilities and the Assumed
Executory Contracts.  Buyer will not
assume nor have any responsibility, however, with respect to any other
obligation or liability of Seller not included within the definition of Assumed
Liabilities (the “Excluded Liabilities”).


2.3           Assumed Executory
Contracts.


From
and after the Closing Date, Buyer shall assume all of Seller’s obligations
under the Assumed Executory Contracts including, if set forth on Schedule 1.1 (Assumed Executory Contracts), the obligations
to provide maintenance services pursuant to the existing service contracts
listed thereon (“Maintentance Obligations”).


2.4           Purchase Price.


(a)           Upon
the terms and subject to the conditions set forth herein, Buyer shall pay to
Seller for the sale, transfer, assignment, conveyance and delivery of the
Acquired Assets, $590,000 (the “Cash Purchase Price”), net of the Deposits (i.e., $531,000 =
$590,000 — Deposits of $59,000), by delivery of cash payable by wire transfer
or other immediately available funds.


(b)           Buyer
shall pay to Seller as additional consideration $4,000.00 per individual Bloom
Electrophysiology Stimulator (“Bloom Unit”)
sold by Buyer during the twelve (12) months following the Closing (the “Deferred Purchase Price”).  Buyer shall pay Seller under this Section
2.4(b) by the 20th of each month for any Bloom Units sold during
the previous month.  Notwithstanding the
number of Bloom Units actually sold during the twelve (12) months following Closing,
Buyer shall pay to Seller pursuant to this Section 2.4(b) a minimum of
$160,000, but in no event more than $240,000. 
If at the end of the twelve (12) month period Buyer has not paid to
Seller an aggregate minimum amount of $160,000 pursuant to this Section
2.4(b), Buyer shall pay to Seller the shortfall to Seller within fifteen
(15) days after the expiration of the twelve (12) month period.


(c)           The
Purchase Price shall be allocated for federal income tax purposes among the
Acquired Assets in a manner reasonably agreeable to Seller and Buyer; provided that such allocation shall be made in a manner
consistent with § 1060 of the IRC.


(d)           The
Deposits shall be held in a segregated account, and applied in accordance with
the terms of this Agreement.



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ARTICLE III

CLOSING


3.1           Closing.


Upon the terms and
conditions set forth herein and, in the event of a Bankruptcy Case, in the Sale
Procedures Order or the Sale Approval Order, the closing of the transactions
contemplated herein (the “Closing”) shall
be held at 8:00 a.m. prevailing Mountain time at the offices of Jessop
& Company, P.C., 303 E 17th Ave, Suite 930,
Denver, Colorado, on the later of (i) a date within two (2) Business Days
after the Sale Approval Order becomes a Final Order, (ii)  on or after October 31, 2006, but before
November 6, 2006, or (iii) such other date (which date shall in no event
be more than three business days after the date of satisfaction or waiver of
the conditions (other than conditions intended to be satisfied at the Closing)
to each Party’s obligations hereunder) as the Parties may mutually
determine.  The date on which the Closing
occurs in accordance with the previous sentence is referred to as the “Closing Date.”


3.2           Conveyances at Closing.


At
the Closing, and in connection with effecting and consummating the Closing,
including, without limitation, the sale and purchase of the Acquired Assets and
the delivery of the Purchase Price, Seller and Buyer shall, on the Closing
Date, deliver the following:


(a)           Instruments
and Possession.  Seller shall
deliver to Buyer:


(i)            in
the event of a Bankruptcy Case, a certified copy of the Sale Approval Order;


(ii)           originals
of all Assumed Executory Contracts owned by or in the possession of Seller,
otherwise copies thereof;


(iii)          assignments
and transfers of Intellectual Property in the forms attached hereto as Exhibit 3.2(a)(iii);


(iv)          one
or more bills of sale for the Equipment, Inventory and Deliverables in the
forms attached hereto as Exhibit 3.2(a)(iv);


(b)           Deliverables. 
Promptly following the Closing, Seller shall provide the Deliverables
and copies of the Data to Buyer and, from time to time thereafter, such
additional Data as Buyer may reasonably request;


(c)           Miscellaneous.  After
the Closing Date, Seller shall deliver to Buyer such other instruments as shall
be reasonably requested by Buyer to vest in Buyer title in and to the Acquired
Assets in accordance with the provisions hereof.


(d)           Form of Instruments.  To the extent that a form of any document to
be delivered hereunder is not attached as an Exhibit hereto, such
documents shall be in form and substance, and shall be executed and delivered
in a manner, reasonably satisfactory to Buyer and 



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Seller.


(e)           Purchase Price.  Buyer shall deliver the Cash Purchase Price,
net of the Deposits, to the Seller in accordance with Section 2.4 and
such other instruments of assumption as Seller and its counsel reasonably may
request.


3.3           Transaction Expenses.


Except
as expressly provided herein, each party shall bear its own costs and expenses,
including attorney, accountant and other consultant fees, in connection with
the execution and negotiation of this Agreement and the consummation of the
transactions contemplated hereby.


3.4           Transfer Taxes and Costs.


All
transfer, sales, use and other Taxes in connection with the transactions
contemplated by this Agreement shall be paid equally by both Seller and
Buyer.  All costs to register or record
the transfer of any intellectual property shall be paid by Buyer.


3.5           Other Closing Matters.


Each
of the parties shall use their reasonable efforts to take such other actions
required hereby to be performed by it prior to or on the Closing Date.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER


Seller hereby makes, as
of the date hereof, the following representations and warranties to Buyer
regarding only those Acquired Assets being transferred from Seller to Buyer,
subject to an appropriate vote of Seller’s shareholders or, in the event of a
Bankruptcy Case, the entry of the Sale Approval Order by the Bankruptcy Court:


4.1           Organization and
Authorization of Seller.


Seller
is duly organized, validly existing and in good standing under the laws of the
State of Delaware.  Seller has all
necessary corporate power and authority to enter into this Agreement subject to
Seller shareholder approval or the Sale Approval Order and has taken all
corporate action necessary, to execute and deliver this Agreement, to
consummate the transactions contemplated hereby and to perform its obligations
hereunder, and no other corporate proceedings on the part of Seller are
necessary to authorize the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby.  This Agreement has been duly executed and
delivered by Seller and, upon receipt of shareholder approval or the Sale
Approval Order, is a valid and binding obligation of Seller, enforceable
against it in accordance with its terms (except to the extent that enforcement
may be affected by applicable bankruptcy, reorganization, insolvency and
similar laws affecting creditors’ rights and remedies and by general principles
of equity (regardless of whether enforcement is sought at law or in
equity)).  Each agreement or instrument
which has been or shall be entered into or executed and delivered by Seller in
connection with the transactions contemplated hereby has been (or will be) duly
authorized, executed and delivered by 



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Seller, and is (or
will be when authorized, executed and delivered) a valid and binding obligation
of Seller, enforceable against it in accordance with its terms (except to the
extent that enforcement may be affect by laws relating to bankruptcy,
reorganization, insolvency and similar laws affecting creditors’ rights and
remedies and by general principles of equity (regardless of whether enforcement
is sought at law or in equity)).


4.2           No Violation.


Other than the
requirement to obtain shareholder approval for the sale of all or substantially
all of Seller’s assets, the execution and delivery of this Agreement and the other
agreements specified herein and the consummation of the transactions
contemplated hereby and thereby do not and will not (a) violate any
provision of the certificate of incorporation or bylaws of Seller,
(b) conflict with or violate any statute or law, or any judgment, decree,
order, regulation or rule of any court or governmental authority, binding upon
or applicable to Seller or by which the Acquired Assets, are bound or affected
or (c) result in the creation or imposition of any lien or encumbrance on any
of the Acquired Assets.


4.3           Governmental Consents and
Approvals.


Except
for the Sale Approval Order or the requirement to obtain shareholder approval,
as applicable, no consent, waiver, agreement, approval, Permit or authorization
of, or declaration, filing, notice or registration to or with, any United
States federal or state, local or foreign governmental or regulatory authority
is required to be made or obtained by Seller in connection with the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby or thereby.


4.4           Intellectual Property.


Those
Intellectual Property assets designated as being registered on the attached Schedule 1.1 (IP-Transferred
Patents), and Schedule 1.1 (IP-Transferred Trademarks), (collectively the “Intellectual Property Schedules”), are all of Seller’s
registered Intellectual Property assets relating to the Product Lines.  To Seller’s actual knowledge, Seller owns all
the Intellectual Property that is material to the Business as currently
conducted by Seller.  To Seller’s actual
knowledge, all patents, trademarks and trade names listed on the Intellectual
Property Schedules and designated as being registered have been duly issued and
are subsisting.  Seller has not received
any written notice of invalidity, infringement or misappropriation of any
rights of others with respect to such Intellectual Property.  To Seller’s actual knowledge, no other firm,
corporation, association or person is infringing upon or misappropriating any
such Intellectual Property.  To Seller’s
actual knowledge, Seller’s use of the Intellectual Property is not infringing
upon or otherwise violating the rights of any third party in or to such
Intellectual Property.   To Seller’s
actual knowledge, there are no restrictions on Seller’s right to sell products
manufactured by Seller in connection with the Product Line that result from,
are caused by or are otherwise related to any of the Intellectual Property.


 



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4.5           Good Title, Adequacy and Condition.


Upon receipt of the Approval Order, Seller has good
and marketable title to all of the Acquired Assets, with full power to sell,
assign, transfer and convey the same, free and clear of any liens or
encumbrances.


ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER


Buyer hereby makes
the following representations and warranties as of the date hereof to Seller:


5.1           Organization of Buyer.


Buyer is duly
organized, validly existing and in good standing under the laws of the State of
Colorado.


5.2           Authorization.


Buyer has all
necessary corporate power and authority to enter into this Agreement and has
taken all corporate action necessary, to execute and deliver this Agreement, to
consummate the transactions contemplated hereby and to perform its obligations
hereunder, and no other corporate proceedings on the part of Buyer are
necessary to authorize the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby.  This Agreement has been duly executed and
delivered by Buyer and is a valid and binding obligation of Buyer, enforceable
against it in accordance with its terms (except to the extent that enforcement
may be affected by applicable bankruptcy, reorganization, insolvency and
similar laws affecting creditors’ rights and remedies and by general principles
of equity (regardless of whether enforcement is sought at law or in
equity)).  Each agreement or instrument
which has been or shall be entered into or executed and delivered by Buyer in
connection with the transactions contemplated hereby has been (or will be) duly
authorized, executed and delivered by Buyer, and is (or will be when
authorized, executed and delivered) a valid and binding obligation of Buyer,
enforceable against it in accordance with its terms (except to the extent that
enforcement may be affect by laws relating to bankruptcy, reorganization,
insolvency and similar laws affecting creditors’ rights and remedies and by
general principles of equity (regardless of whether enforcement is sought at
law or in equity)).


5.3           Governmental Consents and Approvals.


Other
than the Sale Approval Order, no consent, waiver, agreement, approval, permit
or authorization of, or declaration, filing, notice or registration to or with,
any United States federal or state governmental or regulatory authority is
required to be made or obtained by Buyer in connection with the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby or thereby.


5.4           No Violation.


The
execution and delivery of this Agreement and the other agreements specified
herein and the consummation of the transactions contemplated hereby and thereby
do not and will not (a) violate any provision of the Articles of
Organization or Operating Agreement of Buyer or 



 13
 






 



 


(b) conflict
with or violate any statute or law, or any judgment, decree, order, regulation
or rule of any court or governmental authority, binding upon or applicable to
Buyer or by which the property or assets of Buyer are bound or affected.


5.5           Financial Capacity.


Buyer
has access to sufficient financial resources to pay the Cash Purchase Price,
consummate the transactions contemplated herein and perform its obligations
under the Assumed Executory Contracts and under Section 9.1 of this Agreement.


5.6           Due Diligence.


Buyer
has had an opportunity to inspect and examine the Acquired Assets and to
conduct any and all due diligence regarding the assets prior to making its
offer.  Buyer has relied solely upon its
own independent review, investigation and/or inspection of any documents and/or
the assets in making its bid, except as expressly stated in this
Agreement.  Buyer did not rely upon any
written or oral statements, representations, promises, warranties or guaranties
whatsoever, except as provided in this Agreement, whether express or implied,
by operation of law or otherwise, regarding the Product Lines, or the
completeness of any information provided in connection therewith or the
auction.


ARTICLE VI

ADDITIONAL COVENANTS


Seller and Buyer
covenant and agree with each other that from the date hereof through the
Closing:


6.1           Maintenance of Business
Prior to Closing.


Seller shall maintain the Acquired Assets in their
current state of repair, excepting normal wear and tear.


6.2           Investigation by Buyer.


Seller
shall allow Buyer and its Representatives and the financial institutions (and
their counsel and representatives) providing or proposed to provide financing
in connection with this Agreement and the transactions contemplated hereby,
during regular business hours upon reasonable notice, to make such inspection
of the Acquired Assets, business and operations of Seller and to inspect and
make copies of contracts and all other documents and information requested by
Buyer and related to the Product Line, including, without limitation,
historical financial information concerning the Product Line, and to meet with
Seller’s designated personnel and/or their representatives.  Seller shall make available to Buyer promptly
upon reasonable request (a) all additional documents and information with
respect to the affairs of Seller relating to the Product Line and
(b) access to the Personnel and to Seller’s Representatives as Buyer, or
its Representatives, may from time to time reasonably request and shall
instruct such Personnel and Representatives to cooperate with Buyer and its
Representatives, and to make available such documents and information as Buyer
and its Representatives may request. 
Buyer will treat and hold any information 



 14
 






 



 


it receives in the
course of the reviews contemplated by this section in accordance with the
Confidentiality Agreement.  


6.3           Consents and Reasonable
Efforts.


(a)           Seller shall take all reasonable actions required
(i) to obtain at the earliest practicable date all consents, waivers,
approvals, authorizations and agreements required hereunder,  and promptly to give all notices to, effect
all registrations pursuant to, and make all other filings with or submissions
to, any third parties, including, without limitation, governmental and
regulatory authorities, necessary or advisable to authorize approve or permit
the consummation of the transactions contemplated hereby.


(b)           Each of the parties hereto covenants and agrees,
upon the terms and subject to the conditions contained herein, to pursue
diligently and in good faith and use all reasonable efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary
or advisable under applicable laws and regulations to put, consummate and make
effective the transactions contemplated hereby, subject to Seller’s obligations
under the Sale Procedures Order, if applicable.


ARTICLE VII

CONDITIONS TO SELLER’S OBLIGATIONS


The obligations of
Seller to sell the Acquired Assets and to consummate the transactions
contemplated hereby are subject to the satisfaction, on or prior to the Closing
Date, of each of the following conditions, any of which may be waived (in whole
or in part) by Seller:


7.1           Entry of Sale Approval
Order or Shareholder Approval.


In the event of a
Bankruptcy Case, the Sale Approval Order shall have been entered by the
Bankruptcy Court and shall not have been stayed.  If an appeal of the Sale Approval Order is
filed and Buyer elects in its sole discretion to waive the condition to Closing
that the Sale Approval Order shall be a Final Order then Seller shall be
obligated to proceed with Closing notwithstanding the pendency of any such
appeal, unless the Sale Approval Order is stayed.  Otherwise, Seller shall have obtained
shareholder approval.


7.2           No Order Enjoining Sale;
Proceedings or Litigation.


No judgment, injunction,
order or decree shall prohibit the consummation of the transactions
contemplated herein.  No actions by any
governmental authority shall have been instituted for the purpose of enjoining
or preventing, or which question the validity or legality of, the transactions
contemplated hereby.  No judgment,
injunction, order or decree shall prohibit the consummation of the transactions
contemplated herein.



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7.3           Representations,
Warranties and Covenants.


All representations and
warranties of Buyer contained in this Agreement shall be true and correct in
all material respects at and as of the Closing Date as if such representations
and warranties were made at and as of the Closing Date, and Buyer shall have
performed all agreements and covenants required hereby to be performed by Buyer
prior to or at the Closing Date.


7.4           Consents.


All
material consents, approvals, and waivers from third parties and governmental
and regulatory authorities required to consummate the transactions set forth
herein or contemplated hereby, if any, shall have been obtained.


ARTICLE VIII

CONDITIONS TO BUYER’S OBLIGATIONS


The obligations of Buyer
to purchase the Acquired Assets and to consummate the transactions contemplated
hereby are subject to the satisfaction, on or prior to the Closing Date, of
each of the following conditions, any of which may be waived (in whole or in
part) by Buyer:


8.1           Entry and Finality of Sale
Approval Order or Shareholder Approval.


In
the event of a Bankruptcy Case, the Sale Approval Order shall have been entered
by the Bankruptcy Court and shall have become a Final Order.  Otherwise, shareholder approval shall have
been obtained by Seller.


8.2           Representations,
Warranties and Covenants.


All
representations and warranties of Seller contained in this Agreement shall be
true and correct in all material respects at and as of the Closing Date as if
such representations and warranties were made at and as of the Closing Date,
and Seller shall have performed in all material respects all agreements and
covenants required hereby to be performed by Seller prior to or at the Closing
Date.


8.3           Consents.


All
material consents, approvals, and waivers from third parties and governmental
and regulatory authorities required to consummate the transactions set forth
herein or contemplated hereby, if any, shall have been obtained.


8.4           No Order Enjoining Sale;
No Proceedings or Litigation.


No
actions by any governmental authority shall have been instituted for the
purpose of enjoining or preventing, or which question the validity or legality
of, the transactions contemplated hereby. 
No judgment, injunction, order or decree shall prohibit the consummation
of the transactions contemplated herein.



 16
 






 



 


8.5           Instruments of Conveyance,
Certificates.


Seller
shall have executed and delivered to Buyer all of the documents provided for in
Section 3.2(a).


ARTICLE IX

OTHER AGREEMENTS


9.1           Service Provider.


(a)           From
and after the Closing Date, Buyer agrees to the handle and fulfill all customer
inquiries and requests for the Product Lines. 
In addition, from and after the Closing Date, Buyer shall perform all
governmental regulatory functions associated with the maintenance of the
Product Lines, including, without limitation, handling of customer calls and
complaints, performing any required corrections and removals, maintaining
complaint logs and filing appropriate reports with the United States Food &
Drug Administration (“FDA”), reviewing and analyzing customer complaints, and
taking corrective action (collectively, “Customer Service and Corrective Action”) with 
regard to products manufactured by Buyer from and after the Closing
Date.  Notwithstanding anything herein to
the contrary, Buyer shall be responsible for Customer Service and Corrective
Action for the Product Lines that were manufactured by Seller prior to the
Closing Date solely to the extent required by applicable law.  In addition, Buyer assumes no responsibility
or obligation with respect to requests or governmental regulatory inquiries,
investigations, or demands that would require the filing of a Premarket
Approval Supplement with the FDA for any substantial redesign work associated
with the Product Lines or its components.


(b)           Indemnification.  Buyer shall indemnify, defend and hold Seller
and its affiliates harmless from and against any and all costs, losses,
liabilities, claims, damages or expenses (“Losses”) suffered or incurred by
Seller or any of its affiliates as a result of the activities of Buyer
undertaken under this Section 9.1 other than in the case of any Losses arising
in whole or in part from the intentionally wrongful or grossly negligent
actions of Seller from and after the Closing Date.


9.2           Risk of Loss.


Seller acknowledges
and agrees that Buyer does not have any liability or obligation to Seller in
respect of any loss, theft or damage to property experienced by Seller at any
time, whether occurring prior to, on or after the date hereof.  If Closing occurs, Buyer shall be entitled to
the proceeds of any insurance or other proceeds payable with respect to the
losses on the Acquired Assets for loss or damage occurring prior to the Closing
Date, whether received prior to, at or after Closing.


9.3           Consents to Assignment.


Anything
in this Agreement to the contrary notwithstanding, this Agreement shall not
constitute an agreement to assign any Assumed Executory Contract or any claim
or right or any benefit arising thereunder or resulting therefrom if an
attempted assignment thereof, without the consent of a third party thereto,
would constitute a breach thereof or in any way adversely affect the rights of
Buyer thereunder and, if applicable, after taking into account the operation of
the Bankruptcy Code.  If such consent is
not obtained, or if an attempted assignment thereof would be 



 17
 






 



 


ineffective or
would affect the rights thereunder so that Buyer would not receive all such
rights, Seller will cooperate with Buyer, in all reasonable respects, to
provide to Buyer the benefits under any such Assumed Executory Contract, claim
or right including, without limitation, enforcement for the benefit of Buyer of
any and all rights of Seller against a third party thereto arising out of the
breach or cancellation by such third party or otherwise.


ARTICLE X

MISCELLANEOUS


10.1         Termination.


This
Agreement may be terminated prior to the Closing:


(a)           by
mutual written consent executed by both Buyer and Seller (and in the event of a
Bankruptcy Case, subject to the approval of the Bankruptcy Court) at any
time;


(b)           by
Buyer if any event occurs which renders satisfaction of one or more of the
conditions to Buyer’s obligations set forth in Article VIII impossible; and


(c)           by
Seller if any event occurs which renders satisfaction of one or more of the
conditions to Seller’s obligations set forth in Article VII impossible.


10.2         In the Event of Termination; Remedies.


In
the event of termination of this Agreement pursuant to Section 10.1:


(a)           each
party shall redeliver all documents, work papers and other material of any
other party relating to the transactions contemplated hereby, whether obtained
before or after the execution hereof, to the party furnishing the same;


(b)           no
confidential information received by any party with respect to the business of
any other party or its Affiliates shall be disclosed to any third party, unless
required by law;


(c)           all
obligations of the parties hereto under this Agreement shall terminate
and there shall be no liability of any party hereto to any other party and
each party hereto shall bear its own expenses incurred in connection with the
negotiation, preparation, execution and performance of this Agreement; provided that the foregoing shall not relieve any party of
liability for damages actually incurred by any other party as a result of any
breach of this Agreement resulting from the willful misconduct or reckless or
grossly negligent act or omission of the party permitting, causing or
committing such breach; and further provided
that the termination of this Agreement shall not affect the obligations of the
Buyer and the Seller under the Confidentiality Agreement; and


(d)           If
this Agreement is terminated pursuant to Section10.1 (c) , then the Deposits
shall be retained by Seller and (i) if such default occurs prior to the entry
of the Sale Approval Order, such Deposits shall be Seller’s sole and exclusive
remedy against the Buyer which consideration the parties to this Agreement
agree is reasonable and fair compensation for the foreseeable losses that might
result from such breach considering all of the circumstances existing on the
date of this 



 18
 






 



 


Agreement,
including the value of the Deposits in relation to the harm to Seller that can
be reasonably anticipated, and in recognition that proof of actual damages
would be difficult, costly or inconvenient or (ii) if such default occurs on or
after the entry of the Sale Approval Order, the retention of such Deposit shall
not be Seller’s exclusive remedy.  If
this Agreement is terminated pursuant to Section 10.1 (b), then the Deposits
shall be returned to Buyer with interest, if applicable. In the event of
termination of this Agreement pursuant to Section 10.1 (a), then the Deposits
shall be returned to Buyer with interest.


10.3         Assignment; Successors.


Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by any party without the prior written
consent of all other parties to this Agreement. 
Seller agrees to the assignment by Buyer of its rights pursuant to this
Agreement, to any Affiliate of Buyer; provided that
no such assignment by Buyer shall relieve Buyer of any of its obligations
hereunder and any such assignee shall only have such rights (as limited
hereunder) and obligations as Buyer now has hereunder.  Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective representatives, heirs, legatees, successors and permitted assigns,
including without limitation any Chapter 11 or Chapter 7 trustee appointed in
the Bankruptcy Case, and no other person shall have any right, benefit or
obligation hereunder.


10.4         Notices.


All
notices, requests, demands and other communications which are required or may
be given under this Agreement shall be in writing and shall be deemed to have
been duly given when received if personally delivered; when transmitted if
transmitted by telecopy, upon receipt of telephonic confirmation; the date
after it is sent, if sent for next day delivery to a domestic address by
recognized overnight delivery service (e.g., Federal Express); and upon
receipt, if sent by certified or registered mail, return receipt
requested.  In each case notice shall be:


	
   

  	
  If to Seller, addressed to:

  	
  Fischer Imaging Corp.

  
	
   

  	
   

  	
  370 Interlocken
  Blvd., Suite 400

  
	
   

  	
   

  	
  Broomfield,
  Colorado 80021

  
	
   

  	
   

  	
  Fax: (303)
  327-1576

  
	
   

  	
   

  	
  Attention: Paula
  Rosson

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to

  	
   

  
	
   

  	
  Attorneys for
  Seller:

  	
  Douglas W. Jessop

  
	
   

  	
   

  	
  Jessop &
  Company, P.C.

  
	
   

  	
   

  	
  303 E 17th Avenue, Suite 930

  
	
   

  	
   

  	
  Denver, Colorado
  80203

  
	
   

  	
   

  	
  Fax: (303)
  860-7723

  
	
   

  	
   

  	
   

  
	
   

  	
  and:

  	
  Ron Levine

  
	
   

  	
   

  	
  Davis Graham
  & Stubbs LLP

  
	
   

  	
   

  	
  Suite 500

  
	
   

  	
   

  	
  1550 Seventeenth
  Street

  
	
   

  	
   

  	
  Denver, CO 80202

  
	
   

  	
   

  	
  Fax: (303)
  893-1379

  



 



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  If to Buyer,
  addressed to:

  	
  JN Properties, LLC

  
	
   

  	
   

  	
  12300 North
  Grant Street

  
	
   

  	
   

  	
  Denver, CO 80241

  
	
   

  	
   

  	
  Fax:

  
	
   

  	
   

  	
  Attention:
  Morgan Nields

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to

  	
   

  
	
   

  	
  Attorneys for
  Buyer:

  	
  Jon Taylor

  
	
   

  	
   

  	
  Kendall, Koenig
  & Oelsner

  
	
   

  	
   

  	
  1675 Broadway,
  Suite 750

  
	
   

  	
   

  	
  Denver, CO 80202

  
	
   

  	
   

  	
  Fax: 303-672-0101

  



 


or
to such other place and with such other copies as either party may designate as
to itself by written notice to the others.


10.5         Choice of Law.


This Agreement shall be construed and interpreted, and the rights of
the parties determined in accordance with, the laws of the State of
Colorado.  Each party irrevocably
consents to the service of any and all process in any action or proceeding
arising out of or relating to this Agreement by the mailing of copies of such
process to each party at its address specified in Section 10.4.  The parties hereto irrevocably submit to the
exclusive jurisdiction of (i) the courts of the State of Colorado, (ii) if it
has or can acquire jurisdiction, in the United State District Court for the
District of Colorado, or (iii) the United States Bankruptcy Court (or any court
exercising appellate jurisdiction over the Bankruptcy Court) over any dispute
arising out of or relating to this Agreement or any other agreement or
instrument contemplated hereby or entered into in connection herewith or any of
the transactions contemplated hereby or thereby and any such dispute shall be
deemed to have arisen in the State of Colorado. 
Each party hereby irrevocably agrees that all claims in respect of such
dispute or proceedings may be heard and determined in such dispute or proceedings
may be heard and determined in such courts. 
The parties hereby irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the
laying of venue of any such dispute brought in such court or any defense of
inconvenient forum in connection therewith.


10.6         Entire Agreement;
Amendments and Waivers.


This Agreement, together with all exhibits and
schedules attached or to be attached hereto constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties (except the Confidentiality Agreement);
provided that the forms of agreements
attached hereto as Exhibits shall be superseded by the copies of such
agreements by the parties thereto to be conclusive evidence of such parties’
approval of any change or modification or waiver of this Agreement shall be
binding unless executed in writing by or on behalf of the party to be 



 20
 






 



 


bound
thereby.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.


10.7         Construction.


The headings and captions of the various Articles and
Sections of this Agreement have been inserted solely for purposes of
convenience, are not part of this Agreement, and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.  Unless stated to the
contrary, all references to Articles, Sections paragraphs or clauses herein
shall be to the specified Article, Section, paragraph or clause of this
Agreement, and all references to Exhibits and Schedules shall be to the
specified Exhibits and Schedules attached hereto.  All Exhibits and Schedules attached are
made a part hereof.  All terms defined
herein shall have the same meaning in the Exhibits and Schedules, except as
otherwise provided therein.  All
references in this Agreement to “this Agreement” shall be deemed to include the
Exhibits and Schedules attached hereto. 
The terms “hereby”, “hereto”, “hereunder” and any similar terms as used
in this Agreement, refer to this Agreement in its entirety and not only to the
particular portion of this Agreement where the term is used.  Whenever in this Agreement provision is made
for the payment of attorneys’ fees, such provision shall be deemed to mean
reasonable attorneys’ fees and paralegals’ fees.  The term “including” when used herein shall
mean “including, without limitation.” 
Wherever in this Agreement the singular number is used, the same shall
include the plural, and the masculine gender shall include the feminine and
neuter genders, and vice versa, as the context shall require.


10.8         Third Party Beneficiaries.


No Person other than the parties hereto, shall have
any rights or claims under this Agreement.


10.9         No Waiver.


The failure of either party hereto to seek redress for
any breach, or to insist upon the strict performance, of any covenant or
condition of the Agreement by the other shall not be, or be deemed to be, a
waiver of the breach or failure to perform, nor prevent a subsequent act or
omission in violation of, or not strictly complying with, the terms hereof from
constituting a default hereunder.


10.10       Multiple Counterparts.


This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


10.11       Invalidity.


In the event that any one or more of the provisions,
or any portion thereof, contained in this Agreement or in any other instrument
referred to herein, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, then to the maximum extent permitted by law, such
invalidity, illegality or unenforceability shall not affect any other
provision, or any portion thereof, of this Agreement or any other such
instrument.



 21
 






 



 


10.12       Publicity.


No party shall issue any press release or make any
public statement regarding the transactions contemplated hereby, without the
prior approval of the other party, and the parties hereto shall issue a
mutually acceptable press release as soon as practicable after the earlier of
the Closing or the entry of the Sale Approval Order; provided
that nothing herein shall be deemed to prohibit any party from making any
disclosure which its counsel deems necessary in order to fulfill such party’s
disclosure or notice obligations imposed by law or by the Sale Procedures
Order.


10.13       Further Assurances.


Without limiting any
other rights or obligations of the parties contained in this Agreement,
following the Closing, Seller agrees to execute such documents, instruments or
conveyances and take such actions as may be reasonably requested by Buyer’s
counsel and otherwise reasonably cooperate with Buyer, its Affiliates and their
respective Representatives in connection with any action that may be necessary
or advisable to put Buyer in possession of the Assets.


10.14       Access to Books and
Records.


Seller will permit representatives of Buyer to have
access at reasonable times and with reasonable notice, and in a manner so as
not to interfere with the normal business operations of Seller, to the
premises, properties, personnel, books, records (excluding Tax records),
contracts, and documents pertaining to the Acquired Assets.  Buyer will treat and hold any information it
receives in the course of the reviews contemplated by this section in
accordance with the Confidentiality Agreement.


10.15       Cumulative Remedies.


All rights and remedies of either party hereto are
cumulative of each other and of every other right or remedy such party may
otherwise have at law or in equity, and the exercise of one or more rights or
remedies shall not prejudice or impair the concurrent or subsequent exercise of
other rights or remedies; provided, however,
that any Person pursuing any rights and remedies with respect to access to
books and records shall first agree to reasonable confidentiality restriction
with Buyer.


10.16       Termination of Covenants,
Representations, and Warranties.


The covenants, representations, and warranties made by
Seller and/or Buyer herein shall terminate as of the Closing.  Buyer shall have no right to seek indemnification
subsequent to the Closing based on a breach of a representation and/or warranty
made by Seller herein or in any other document, certificate or instrument
entered into by the Seller in connection herewith.


10.17       No Impediment to
Liquidation.


Nothing herein shall be deemed or construed so as to
limit, restrict or impose any impediment to Seller’s right to liquidate,
dissolve and wind-up its affairs and to cease all business activities and
operations at such time as it may determine following the Closing.



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10.18       Representation by Counsel;
Mutual Negotiation.


Each party has been represented by counsel of its
choice in negotiating this Agreement. 
This Agreement shall therefore be deemed to have been negotiated and
prepared at the joint request, direction and construction of the parties, at
arm’s length, with the advice and participation of counsel, and will be
interpreted in accordance with its terms without favor to any party.


[The remainder of this page is intentionally left
blank — signature page follows]



 23
 






 



 


IN WITNESS WHEREOF,
Fischer Imaging Corp. and JN Properties, LLC have caused this Asset Purchase
Agreement to be executed by their respective duly authorized officers, and have
caused their respective corporate seals to be hereunto affixed, all as of the
day and year first above written.


	
  FISCHER
  IMAGING CORPORATION 

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paula Rosson
  

  	
   

  
	
  Name:

  	
  Paula Rosson 

  	
   

  
	
  Its:

  	
  President and
  CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JN
  PROPERTIES, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Morgan
  Nields

  	
   

  
	
  Name:

  	
  Morgan Nields

  	
   

  
	
  Its:

  	
  Manager

  	
   

  



 


 



 24