Common use of BY THE COMPANY AND EACH STOCKHOLDER Clause in Contracts

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ shares of Company Common Stock, of which _________ shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________California, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________California) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 1,000 shares of Company Common Stock, of which _________ 200 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (c) (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________California; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Texas, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Texas) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 100,000 shares of Company Common Stock, of which _________ 1,000 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________Texas; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Illinois, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Illinois) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 50,000 shares of Company Common Stock, of which _________ 100 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________Illinois; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Arizona, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Arizona) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 30,000 shares of Company Common Stock, of which _________ 100 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________Arizona; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________California, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________California) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 5,000 shares of Company Common Stock, of which _________ shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (c) (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________California; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________California, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________California) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 25,000 shares of Company Common Stock, of which _________ 500 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (c) (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________California; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple TMI that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Delaware, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted conducted, and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________its Organization State) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (ib) the authorized Capital Stock of the Company is comprised of ________ (i) 1,500,000 shares of Company Class A Convertible Common Stock, of which _________ 1,362,190 shares have been issued and are now outstanding; provided, however, if the Merger is consummated, the number of shares of Class A Common Stock that will be outstanding immediately prior to the Effective Time shall be reduced to 1,255,725 shares of Class A Common Stock as contemplated by the Formation Agreement, and (ii) 3,000,000 shares of Class B Common Stock, $.01 par value per share, of which (x) 1,048,345 shares have been issued and are now outstanding and no (y) 157,624 shares have been reserved for issuance upon exercise of the Company Stock Options. No shares are held by the Company as treasury shares, and (ii) and, except for the Company Stock Options, no outstanding Derivative Securities of the Company exist; (ic) the terms and conditions of each of the Scheduled Agreements are no less favorable except to the Company than extent modified or supplemented under the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate provisions of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; paragraphs (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) of this Section 4.01, the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby IV are agreed to; (d) the threshold amounts above which disclosure must be made in the Disclosure Statement pursuant to the following Sections or paragraphs (or clauses contained 14 therein) of Article IV of this Agreement (as set forth in the Uniform Provisions) are hereby increased from the amounts indicated therein and specified under Column A below to the amounts specified in Column B below: A B -------------------- ----------------- SECTION OR PARAGRAPH OLD THRESHOLD NEW THRESHOLD (OR CLAUSE THEREIN) AMOUNT AMOUNT --------------------------- -------------------- ----------------- 4.16 $10,000 $25,000 4.18(e) $25,000 $50,000 4.22(a)(viii) $10,000 $25,000 4.22(a)(ix) $10,000 $25,000 4.22(a)(x) $10,000 $25,000 4.30(g) $10,000 $25,000 4.30(k) $15,000 $25,000 (e) the representation and warranty made in Section 4.22(a) is modified by adding to clause (vi) thereof the words "and which either (x) commits the Company or a Subsidiary to purchase products having an aggregate purchase price of more than $50,000 or which extends for a term of more than 180 days after the date of this Agreement."

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple ARS that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________South Carolina, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________South Carolina) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 100,000 shares of Company Common Stock, of which _________ 24,303 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements Agreement do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Datedate hereof: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA SCBCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________South Carolina; and (ii) each Stockholder and each Other Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to AppleARS, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders or Other Stockholders in violation of the preemptive rights the BCA SCBCA affords the acknowledging Stockholder or Other Stockholder and (2) releases all claims of every kind the acknowledging Stockholder or Other Stockholder has or might have against the Company and each other Stockholder and Other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple OEI that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Texas, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, State and (ii) has all requisite the corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effectconducted; (ib) the authorized Capital Stock of the Company is comprised of ________ 20,000,000 shares of Company Common Stock and 1,000,000 shares of Company Preferred Stock; of which, as of which _________ the date hereof, 4,591,828 shares of Company Common Stock have been issued and are now outstanding and 1,725,386 shares have been reserved for issuance upon exercise of Derivative Securities; no shares of Company Preferred Stock are outstanding; no shares of Company Common Stock or Company Preferred Stock are held by the Company as treasury shares; and (c) as of the date hereof, the Stockholders own, in the aggregate, 96.26% of the issued and (ii) no outstanding Derivative Securities shares of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performedCommon Stock; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation obligation of the Company shall to issue options pursuant to Section 1.9 of the Stock Purchase Agreement between the Company, Willie E. Rigsby and Robert A. Marks has been satisfied, no adxxxxxxxx xxxxxxx are xx xx xxxxxx xxrsuant to such Section 1.9 and the options issued pursuant to such Section 1.9 are included in the Outstanding Derivative Securities, have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of validly exercised for Company Common Stock and or have expired; (Be) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State each of the State Stockholders who is a party to one of _______________; and the employment agreements identified in Section 4.26(j) of the Disclosure Statement hereby agrees that neither the Merger nor any transaction contemplated hereby (ii) each Stockholder shall have executed and delivered including but not limited to the Company, Mergers with the Other Founding Companies and the IPO) will constitute a "change in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company control" for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those salesemployment agreements or give rise to a right to terminate such Stockholder's employment "for good reason" pursuant to those employment agreements; and (ef) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correctcorrect (except that the representation in Section 4.03(a) with respect to the due authorization of this Agreement is subject to the requirement that stockholder approval of the Merger be obtained at the special meeting to be held pursuant to Section 2.08), and the agreements set forth in that Article hereby therein are agreed to. References to "Stockholder" or "Stockholders" shall mean "Stockholder or Other Stockholder" or "Stockholders or Other Stockholders," as the case may be, in Sections 4.16, 4.18(a), 4.19(a), 4.26(a), 4.30(f) and 4.30(g) of the Uniform Provisions and in the definition of the term "Related Person" in Section 1.02 of the Uniform Provisions. The reference to "Stockholders" shall mean "Stockholders and Other Stockholders" in Section 4.30(d) of the Uniform Provisions.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Pennsylvania, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Pennsylvania) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 500 shares of Company Common Stock, of which _________ 100 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________Pennsylvania; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Texas, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Texas) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 300,000 shares of Company Common Stock, of which _________ 2,000 shares have been issued and are now outstanding and no 4,000 shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________Texas; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple OEI that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company is the Commonwealth of Kentucky, and the Company Subsidiaries is the State of _________________, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, organized and validly existing and in good standing under the laws of that State, Commonwealth and (ii) has all requisite the corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effectconducted; (ib) the authorized Capital Stock of the Company is comprised of ________ 300,000 shares of Company Common Stock, 200,000 of which _________ are voting shares and 100,000 of which are nonvoting shares, of which 26,540 voting shares and 13,384 nonvoting shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (c) the Stockholders own, in the aggregate, 87.92% of the issued and outstanding shares of the voting Company Common Stock and 99.8% of the issued and outstanding shares of the nonvoting Company Common Stock; (d) Section 4.01(d) of the Disclosure Statement accurately sets forth (i) the terms name and conditions state of residence of each of the Scheduled Agreements are no less favorable person to whom the Company than the has issued or sold shares of Company reasonably could Common Stock, or from whom shares of Company Common Stock have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of been redeemed by the Company, during the period commencing on January 1, 1995, and ending on the date hereof, (ii) the rentals provided for date such shares were issued, sold or redeemed, the number of shares involved in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and each such transaction, (iii) the payments provided to be made price at which such shares were bought or sold in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) each such transaction and (2iv) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed certain other information with and accepted by the Secretary of State of the State of _______________; and (ii) each Stockholder shall have executed and delivered respect to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those salessuch transactions; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby therein are agreed to. References to "Stockholder" or "Stockholders" shall mean "Stockholder or Other Stockholder" or "Stockholders or Other Stockholders," as the case may be, in Sections 4.16, 4.18(a), 4.19(a), 4.26(a), 4.30(f) and 4.30(g) of the Uniform Provisions and in the definition of the term "Related Person" in Section 1.02 of the Uniform Provisions. The reference to "Stockholders" shall mean "Stockholders and Other Stockholders" in Section 4.30(d) of the Uniform Provisions.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Utah, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Utah) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 50,000 shares of Company Common Stock, of which _________ 1,000 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________Utah; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________California, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________California) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 750 shares of Company Common Stock, of which _________ 5 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________California; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Virginia, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Virginia) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 5,000 shares of Company Common Stock, of which _________ 1,000 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________Virginia; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Pennsylvania, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Pennsylvania) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ____________ shares of Company Common Stock, of which _________ 100 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________Pennsylvania; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple OEI that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________New Jersey, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, State and (ii) has all requisite the corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effectconducted; (ib) the authorized Capital Stock of the Company is comprised of ________ 50,000 shares of Company Common Stock, of which _________ 26,243 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (c) the Company (i) has made, and there is now in effect, an election with the terms and conditions IRS to be taxed as a Subchapter S corporation within the meaning of each Section 1361 of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the CompanyCode, (ii) owns no assets the rentals provided for disposition of which would cause the Company to have a net recognized built-in gain within the Scheduled Agreements constituting leases do not and will not exceed fair market rentals meaning of Section 1374 of the properties being rented or leased under those Scheduled Agreements and Code, (iii) has had no item of income that has not been taken into account by the payments provided to Company and that would be made treated as a recognized built-in the other Scheduled Agreements do not exceed the fair market value gain under Section 1374(d)(5) of the services performedCode, and (iv) will not be liable for any federal, state, city or local Taxes as a result of the Merger (other than Taxes, if any, for which the Company may be liable solely as a result of the conversion from the cash method to the accrual method of accounting for income tax purposes); (d) prior except to the IPO Pricing Date: (i) (A) extent modified or supplemented under the articles provisions of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and paragraph (e) of this Section 4.01, the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby therein are agreed to; and (e) for purposes of the representation and warranty made in Section 4.16, the term "PRESENT LIABILITIES" shall not be construed to include any liability of the Company which may arise after the date of this Agreement, but which may be based on a negligent act or omission by the Company which occurred on or before the date of this Agreement, if neither the Company nor any Stockholder has knowledge that the negligent act or omission has occurred.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Texas, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Texas) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 1,000 shares of Company Common Stock, of which _________ 1,000 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________; Texas, and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.

BY THE COMPANY AND EACH STOCKHOLDER. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the Organization State of each of the Company and the Company Subsidiaries is the State of _________________Arizona, and each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of that State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions (other than the State of _____________Arizona) in which it owns or leases property or in which the carrying on of its business as now conducted so requires except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect; (i) the authorized Capital Stock of the Company is comprised of ________ 20,000 shares of Company Common Stock, of which _________ 890 shares have been issued and are now outstanding and no shares are held by the Company as treasury shares, and (ii) no outstanding Derivative Securities of the Company exist; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreements do not exceed the fair market value of the services performed; (d) prior to the IPO Pricing Date: (i) (A) the articles of incorporation of the Company shall have been duly amended by all necessary corporate action on the part of the Company and the Stockholders to (1) authorize the Company to engage in any business in which the BCA permits a corporation incorporated thereunder lawfully to engage (if the applicable Organization State laws governing the Company so permit) and (2) abolish the preemptive rights of holders of Company Common Stock and (B) the articles reflecting these amendments shall have been duly filed with and accepted by the Secretary of State of the State of _______________Arizona; and (ii) each Stockholder shall have executed and delivered to the Company, in form and substance satisfactory to Apple, a written instrument that: (A) acknowledges the Company is and has, and releases the Company for having and continuing to be, engaged in businesses beyond the purposes presently set forth in the Company's articles of incorporation; and (B) (1) acknowledges the Company may have issued and sold Company Common Stock to one or more of the other Stockholders in violation of the preemptive rights the BCA affords the acknowledging Stockholder and (2) releases all claims of every kind the acknowledging Stockholder has or might have against the Company and each other Stockholder as a result of those sales; and (e) the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth in that Article hereby are agreed to.