0001116502-10-000210 Sample Contracts

CHIEF RESTRUCTURING OFFICER ENGAGEMENT LETTER AGREEMENT
Engagement Letter Agreement • March 11th, 2010 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This letter confirms and sets forth the terms and conditions of my engagement as the Chief Restructuring Officer by the Company, including the scope of the services to be performed and the basis of compensation for those services. The Company is currently operating as a debtor in possession under Chapter 11 of title 11 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”), in Case No. 10-10722-BKC-JKO (Jointly Administered) (the “Chapter 11 Cases”). Upon execution of this letter by each of the parties below, and entry of the Approval Order (as defined below), this letter shall constitute an agreement between the Company and myself. The Company sold substantially all of its assets on March 5, 2010, and is pursuing an orderly liquidation of its remaining assets in the Chapter 11 Cases (the “Orderly Liquidation”).

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