Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains Neither the Company nor any of its Subsidiaries is a trueparty to or bound by any contract, complete and correct list of the following contracts and agreementsarrangement, commitment or understanding (whether written or oral (collectively, the "Contracts"): oral) (i) all management contracts to which the Management Company that is a party; “material contract” (iias such term is defined in Item 601(b)(10) all loan agreements, indentures, mortgages and guaranties of SEC Regulation S-K) to which any Management Company is a party be performed after the date of this Agreement that has not been filed or incorporated by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described reference in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part SEC Reports filed prior to the date hereof, (ii) that materially restricts the conduct of any material line of business by the Company, or the ability of the Company to operate in any geographic area or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business material to the Company or to operate in any geographical area, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) relating to the borrowing of money or any guarantee in respect of any indebtedness of any person (other than the endorsement of negotiable instruments for collection in the ordinary course of business), (v) that restricts competition or pricing (including “most favored nations” or similar provisions) or (vi) between the Company and any of its Subsidiaries, on the one hand, and any of the Company’s stockholders (in their capacity as such), on the other hand. In addition, neither the Company nor any of its Subsidiaries is a party to or bound by any written employment contract. Each contract, arrangement, commitment or understanding of the type described in the preceding two sentences of this Section 3.14(a), whether or not set forth in the Company Disclosure Letter, is referred to as a “Material Contract,” and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Subsidiaries knows of, or has received notice of, any violation of any Material Adverse Effect; (iii) To the knowledge Contract by any of the Management Company and the Stockholdersother parties thereto that has had, the Management Company is not in breach of or default under any Contractwould reasonably be expected to have, and no event has occurred which with the passage of time individually or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lienaggregate, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (cb) Except With such exceptions that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company or the applicable Subsidiary, as set forth applicable, and is in full force and effect, (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Material Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a default on Schedule 2.12, the continuation, validity and effectiveness part of each Contract will not be affected by the Merger (d) True, correct and complete copies Company or any of all Contracts have previously been delivered by the Management Company to BRIits Subsidiaries under any such Material Contract.

Contracts and Commitments. (a) Schedule 2.12 4.13 attached hereto contains a true, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): lists: (i) all management contracts that require the expenditure of, or involve the receipt of, more than $350,000 by the Company in any consecutive twelve-month period after the date hereof, other than those terminable on not more than 90 days’ notice; (ii) all agreements governing long-term indebtedness of, or any guarantee thereof by, the Company; (iii) all material licensing agreements with third parties to which the Management Company is a party; ; (iiiv) all loan agreementseach collective bargaining or other agreement with any labor union or other representative of a group of employees; (v) each partnership, indenturesjoint venture, mortgages and guaranties contribution, tax sharing or other agreement involving a sharing of profits, losses, costs or liabilities by the Company with Seller or any third party; (vi) each written contract or other agreement to which any Management the Company is a party and containing terms which impose or purport to impose non-competition obligations upon the Company; (vii) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by which the Management Company or any other than in the ordinary course of its property is bound; business; and (iiiviii) all pledges, conditional sale or title retention agreements, security agreements, personal real property leases and lease purchase agreements (each, a “Real Estate Lease”) to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contractscollectively, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company“Material Contracts”). (b) Except as set forth The Company has not obtained any letter of credit for, or given any power of attorney to, any person or entity for any purpose whatsoever that, in each case, is outstanding or will be in effect on Schedule 2.12 attached hereto:the Closing Date, except for the prosecution of patents and trademarks in the ordinary course of business. (ic) each Contract The Company is a valid not in default, and binding agreement to Seller’s knowledge there is no basis for any claim of default, under any of the Management CompanyMaterial Contracts, enforceable against except such claims or defaults as would not, individually or in the Management Company in accordance with its termsaggregate, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) . To the knowledge of the Management Company and the StockholdersSeller, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge all of the Management Company Material Contracts are in full force and the Stockholderseffect and are valid, there is no existing breach or default by any other party to any Contract, binding and no event has occurred which enforceable in accordance with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effecttheir respective terms. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, Seller has heretofore delivered or made available to Purchaser true and correct and complete copies of all Contracts have previously been delivered by of the Management Company to BRIMaterial Contracts, including all amendments, modifications and supplements thereto.

Contracts and Commitments. 8.1 No Group Company is a party to: (a) Schedule 2.12 attached hereto contains a trueany agreement (whether by way of guarantee indemnity warranty representation or otherwise) under which the Group Company is under any actual or contingent liability in respect of (i) any disposal by any Group Company of its assets or business or any part thereof (except such as are usual in the ordinary and proper course of its normal day to day trading as carried on at the date hereof) or (ii) the obligations of any other person other than another Group Company; (b) any contracts which were not entered into in the ordinary course of business and which are of material value to, complete and correct list or impose material obligations on the relevant Group Company; (c) any agreement entered into otherwise than by way of bargain at arm's length; (d) any contract with any director of the following contracts and Company or any shareholder of the Company; (e) any management, joint venture, partnership or similar agreements; (f) any contract or commitment involving, whether written or oral likely to involve, obligations or expenditure of an unusual or exceptional nature or magnitude; (collectivelyg) contractual arrangements which may be legally terminated as a result of the execution or completion of this Agreement; or (h) powers of attorney or other authorities (express or implied) which are still outstanding or effective to or in favour of any person, other than an existing director or employee of a Group Company, to enter into any contract or commitment or to do anything on its behalf. 8.2 In relation to all material outstanding agreements to which any Group Company is a party (the "ContractsBusiness Agreement"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (ia) each Contract Business Agreement is a valid valid, binding and binding agreement of the Management Company, enforceable legally enforeceable against the Management Company parties thereto in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (iib) To the knowledge no party to any Business Agreement is in breach of any of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effectterms thereof; (iiic) To all approvals, consents and/or confirmations from the knowledge of appropriate national, provincial, municipal or local governmental or regulatory authorities, bodies or bureau and/or any third parties which are required for or in connection the Management Company Business Agreements have been properly, unconditionally and the Stockholders, the Management Company is not in breach of or default under any Contractirrevocably obtained, and no event has occurred which with further action on the passage part of time either of the parties to the Business Agreements nor any further approval, authorization or giving of notice consent from any governmental or both would constitute such a default, result in a loss of rights regulatory authority or result in from any third party is required for the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effecttransaction contemplated under the Business Agreements to be properly and validly implemented; and (ivd) to the best knowledge Warrantors are not aware of the Management Company and the Stockholdersinvalidity, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any liengrounds for determination, charge recession, avoidance or encumbrance thereunder or pursuant thereto exceptrepudiation, in each case, as would not have a Material Adverse Effectof any Business Agreement. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete Except as specifically contemplated by this Agreement and correct list except as set forth on Section 4.23(a) of the following contracts and agreementsCompany Disclosure Schedule, whether written neither the Company nor any of its Subsidiaries is a party to or oral (collectively, the "Contracts"):bound by: (i) all management contracts any agreement or indenture relating to which the Management Company is a partyborrowing of money (other than intra-company borrowings), except for any such agreement or indenture (A) with an outstanding principal amount not exceeding $50,000 or (B) entered into subsequent to the date of this Agreement as permitted by Section 6.01; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or agreement for the purchase by which the Management Company or any of its property is boundSubsidiaries of materials, supplies, goods, services, equipment or other assets requiring annual payments of $100,000 or more that cannot be terminated on not more than 90 days' notice; (iii) all pledgesany sales, conditional distribution or other similar agreement for the sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which by the Management Company is a party or by which the Management Company or any of its property is boundSubsidiaries of materials, supplies, goods, services, equipment or other assets requiring annual payments of $100,000 or more that cannot be terminated on not more than 90 days' notice; (iv) all contracts, agreements any agreement relating to the licensing of material Intellectual Property by the Company or other understandings any of its Subsidiaries to a Third Party or arrangements between by a Third Party to the Management Company and or any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; andits Subsidiaries; (v) any lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $50,000 annually; (vi) any lease or agreement under which it is lessor of or permits any Third Party to hold or operate any material property, real or Personal, owned or controlled by it; (vii) any collective bargaining, union or similar agreement; (viii) any settlement, conciliation or similar agreement pursuant to which outstanding obligations of the Company and/or its Subsidiaries exist amounting to, or in excess of, $25,000; (ix) any contract which prohibits it from freely engaging in its business as presently conducted and as presently proposed to be conducted anywhere in the world; or (x) any other agreement material to the Company, its Subsidiaries or their businesses, not entered into by in the Management Companyordinary course of business consistent with past practices. (b) Except as set forth disclosed on Schedule 2.12 attached hereto: Section 4.23(b) of the Company Disclosure Schedule, (i) each Contract is a valid and binding agreement no contract or commitment required to be disclosed on Section 4.23(a) of the Management Company Disclosure Schedule has, to the Knowledge of the Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of been breached or canceled by the other parties thereto; party thereto and (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled each of its Subsidiaries have performed all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after by them in connection with the date hereof except those obligations the failure contracts or commitments required to fulfill would not have a Material Adverse Effect; (iiibe disclosed on Section 4.23(a) To the knowledge of the Management Company Disclosure Schedule and the Stockholders, the Management Company is are not in material default under or in material breach of any contract or default under any Contractcommitment required to be disclosed on Section 4.23(a) of the Company Disclosure Schedule, and no event has occurred which with the passage of time or the giving of notice or both would constitute such a default, result in a loss material default or material breach of rights a material term or result condition thereunder. Each agreement required to be disclosed on Section 4.23(a) of the Company Disclosure Schedule is legal, valid, binding, enforceable and in the creation of any lienfull force and effect, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge extent that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of the Management Company creditors' rights generally and the Stockholders, there (ii) is no existing breach or default by any other party subject to any Contract, and no event has occurred which with the passage general principles of time or giving equity (regardless of notice or both would constitute a default by whether such other party, result enforceability is considered in a loss of rights proceeding in equity or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectat law). (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list As of the following contracts and agreementsdate of this Agreement, whether written except as set forth on Section 3.13 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or oral (collectively, the "Contracts"):bound by any: (i) all management contracts “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to which the Management Company is a partyor any of its Subsidiaries; provided, however, that any “material contract” that has been made publicly available pursuant to the Company SEC Documents or included on Section 3.17 of the Company Disclosure Letter will be excluded from Section 3.13 of the Company Disclosure Letter; (ii) all loan agreementsContract relating to the disposition, indentures, mortgages and guaranties to which any Management Company is a party transfer or acquisition by which the Management Company or any of its property is boundSubsidiaries of any material tangible or intangible assets (or ownership interest in any other Person or other business enterprise) (A) after the date of this Agreement, other than the sale of inventory in the ordinary course of business, or (B) prior to the date of this Agreement, that contains any material ongoing obligations of the Company (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are expected to result in claims in excess of $100,000; (iii) all pledgesContract establishing any joint venture, conditional sale partnership or title retention agreementscollaboration, security agreementsin each case, personal property leases that is material to the Company and lease purchase agreements to which its Subsidiaries, taken as a whole; (iv) Contract (A) prohibiting or materially limiting the Management Company is a party or by which right of the Management Company or any of its property is bound; Subsidiaries to compete in any line of business or to conduct business with any Person or in any geographical area, (ivB) all contractsobligating the Company or any of its Subsidiaries to purchase or otherwise obtain any material product or service exclusively from a single party, agreements to purchase a specified minimum amount of goods or other understandings services, or arrangements between sell any material product or service exclusively to a single party, (C) requiring the Management Company and or any stockholder of its Subsidiaries to conduct any business on a “most favored nations” basis with any third party or affiliate (D) under which any Person has been granted the right to manufacture, sell, market or distribute any product of the Management Company except those described in the Financial Statements or any of its Subsidiaries on an exclusive basis to any Person or group of Persons or in writing to BRI; andany geographical area; (v) Contract in respect of Indebtedness of $500,000 or more, other than any Indebtedness owed by the Company or any Subsidiary to the Company or any other Subsidiary; (vi) Contract (other than a Company Plan) between the Company, on the one hand, and any Affiliate of the Company (other than a Subsidiary of the Company), on the other hand; (vii) Contract relating to the voting or registration of any securities, or any stockholders’, investor rights, tax receivables or similar or related Contracts with respect to any securities of the Company or any of its Subsidiaries; (viii) Contract containing a right of first refusal, right of first negotiation, right of first offer, option or other similar rights with respect to any equity interests or assets that have a fair market value or purchase price of more than $50,000 in favor of a party other than the Company or its Subsidiaries; (ix) Contract under which the Company or any of its Subsidiaries is expected to make annual expenditures or receive annual revenues in excess of $500,000 during the current or a subsequent fiscal year; (x) Contract relating to the settlement of any litigation proceeding that provides for any continuing material agreement obligations on the part of the Company or contract any of its Subsidiaries; (xi) Contract that prohibits, limits, restricts or requires the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries or otherwise prohibits, limits, restricts or requires the pledging of capital stock of the Company or any of its Subsidiaries or prohibits, limits, restricts or requires the issuance of guarantees by the Company or any of its Subsidiaries other than the Company Equity Plans or any Contracts evidencing awards granted under the Company Equity Plans; (xii) Contract with third party manufacturers and suppliers for the manufacture and/or supply of materials or products in the supply chain for Company Products that involve payments in excess of $500,000 during the current or a subsequent fiscal year; (xiii) Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any loan, extension of credit or capital contribution to, or other investment in, any Person that is not a Subsidiary of the Company (other than extensions of credit to customers in the ordinary course of business and advances to directors, officers and other employees for travel and other business-related expenses, in each case, in the ordinary course of business); (xiv) Contract with any Affiliate, director, executive officer (as such term is defined in the Exchange Act), holder of 5% or more of Shares, or to the Knowledge of the Company, any of their Affiliates (other than the Company) or immediate family members (other than offer letters that can be terminated at will without severance obligations and Contracts pursuant to Company Equity Awards); (xv) Labor Agreement; (xvi) any employment or consulting Contract (in each case with respect to which the Company or any of its Subsidiaries has continuing obligations as of the date hereof) with any current or former (A) officer of the Company, (B) member of the Company Board, or (C) employee, individual independent contractor, or individual consultant of the Company providing for an annual base salary or payment in excess of $250,000; (xvii) IP Contracts; or (xviii) Contract to enter into any of the foregoing. Each such Contract described in clauses (i) through (xviii) above of this Section 3.13(a) or excluded therefrom due to the exception of being filed as an exhibit to the Company SEC Documents, together with each Company Real Property lease listed in Section 3.11(b) of the Company Disclosure Letter, or would otherwise have been required to be set forth on Section 3.13(a) of the Company Disclosure Letter if such Contract had been entered into by on or prior to the Management Companydate hereof other than any Company Plan, is referred to herein as a “Company Material Contract.” (b) Except as set The Company has made available to Parent a true and correct copy of all written Company Material Contracts, together with all material amendments thereto, and a correct and complete written summary setting forth on Schedule 2.12 attached hereto:the terms and conditions of each oral Company Material Contract. (i) each Contract is Except as would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a valid and binding agreement of the Management Companywhole), enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; Subsidiaries (iiiA) To the knowledge of the Management Company and the Stockholdersis, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time sent or giving of received written notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by that any other party to any ContractCompany Material Contract is, and no event has occurred which in violation or breach of or default (with the passage or without notice or lapse of time or both) under or (B) has waived or failed to enforce any rights or benefits under any Company Material Contract to which it is a party or any of its properties or other assets is subject, (ii) there has occurred no event giving to others any right of termination, amendment or cancellation of (with or without notice or both would constitute lapse of time or both) any such Company Material Contract and (iii) each such Company Material Contract is in full force and effect and is a default by such other partylegal, result in a loss of rights or result in the creation of any lienvalid and binding agreement of, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12and enforceable against, the continuationCompany or any of its Subsidiaries, validity and effectiveness and, to the Knowledge of the Company, each other party thereto. No party to any Company Material Contract will not be affected by has given any written notice of termination, cancellation or breach of, or dispute with respect to, any Company Material Contract or that it intends to seek to terminate, modify, renegotiate or cancel any Company Material Contract (whether as a result of the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRIContemplated Transactions or otherwise).

Contracts and Commitments. (ai) Schedule 2.12 attached 2.1(r)(i) hereto contains sets forth a true, complete and correct list of the following contracts all material written agreements and agreementscontracts, whether contract rights, licenses, and other executory commitments (written or oral unwritten if known or if the Company or the Company Shareholders reasonably should have known) other than purchase and sale orders and quotations (collectively, the "Contracts"): ) including, without limitation, those contracts with insurance companies, credit companies, governmental agencies, rental agencies, and all others under which the Company is supplied with materials, supplies, or equipment (i"Materials") all management contracts (such suppliers shall be referred to herein as "Suppliers") to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by to which the Management Company or any of its property is bound; (iii) all pledgesthe assets of the Company are subject. To the best of the Knowledge and belief of the Company and the Company Shareholders, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, there are no oral agreements or other understandings or arrangements between commitments that would have a material adverse effect on the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management The Company Shareholders and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its their obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge terms of the Management Company and the Stockholders, the Management Company is not in breach of or default under any each Contract, and no are not in default thereunder, except as described in Schedule 2.1(r)(ii). No event or omission has occurred which with but for the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage lapse of time or giving of notice or both would constitute a default by any party thereto under any such other partyContract. Each such Contract is valid and binding on all parties thereto and in full force and effect, result and each Contract will continue to be valid and binding on identical terms following the consummation of the transaction contemplated hereby. The Company has received no written or unwritten notice of default, cancellation, or termination in connection with any such Contract. The Company is not now and has never been a loss of rights party to any governmental contracts subject to price redetermination or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectrenegotiation. (ciii) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract There has not been any notice (written or unwritten) from any Supplier that any such Supplier will not be affected continue to supply the current level and type of Materials currently being provided by such Supplier upon the Merger (d) True, correct same terms and complete copies of all Contracts have previously been delivered by the Management Company to BRIconditions.

Contracts and Commitments. Except as set forth in Section 3.18 of the Seller Disclosure Letter, neither Company nor any of its Subsidiaries is a party to: (a) Schedule 2.12 attached hereto contains any partnership agreements or joint venture agreements which require a truepayment, complete or delivery of assets or services beyond the 2006-2007 ski season and correct list of which are not terminable by the following contracts and agreements, whether written applicable Company on 30 days or oral (collectively, less notice without penalty to the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management applicable Company or any of its property is boundSubsidiaries, or which contain exclusivity arrangements which will be binding upon Affiliates of the applicable Company (other than a Subsidiary thereof) following the Closing; (iiib) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements any agreement pursuant to which the Management applicable Company is a party or its Subsidiaries would be required to pay severance to any director, officer, employee or consultant; (c) any material agreement with another person or entity limiting or restricting the ability of the applicable Company or its Subsidiaries to enter into or engage in any market or line of business; (d) any material brokerage agreements; (e) any agreements for the sale of any of the assets of the applicable Company or its Subsidiaries other than in the ordinary course of business or for the grant to any person or entity of any preferential rights to purchase any of its assets; (f) any agreement relating to the acquisition by which the Management applicable Company or its Subsidiaries of any operating business or the assets or capital stock of any other corporation, entity or business entered into during the last twelve (12) months; (g) any material agreements relating to the incurrence, assumption, surety or guarantee of any indebtedness other than ASC-Level Financings; (h) any material agreements (other than agreements granting rights to use readily available commercial Software and having an acquisition price of less than $50,000 in the aggregate for all such agreements and agreements allowing the use of Company trademarks, tradenames and the like in connection with promotional activities) (i) granting or obtaining any right to use any Intellectual Property or (ii) restricting the rights of the applicable Company or any of its property is bound; (iv) all contractsSubsidiaries, agreements or permitting other understandings Persons, to use or arrangements between the Management Company and register any stockholder or affiliate Intellectual Property of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management applicable Company. (b) Except as set forth on Schedule 2.12 attached hereto:; (i) each Contract any material agreements under which the applicable Company or its Subsidiaries has made advances or loans to any entity or individual (which shall not include advances made to an employee of the applicable Company in the ordinary course of business consistent with past practice); or (j) except for agreements described in Section 3.18(a), any other agreement (or group of related agreements) the performance of which presently requires aggregate payments be made to or from the Company or any of its Subsidiaries in excess of $100,000 per year. Each of the contracts to which either Company or any of its Subsidiaries is a party and which is required to be set forth on Section 3.18 of the Seller Disclosure Letter (the “Material Contracts”), a true and complete copy of each of which has been delivered or made available to the Buyer prior to the date hereof is in full force and effect and is the legal, valid and binding agreement obligation of the Management applicable Company, enforceable against the Management Company it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). With respect to each Material Contract, neither the Management applicable Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement its Subsidiaries nor, to the Knowledge of the Companies, any other parties thereto; (ii) To the knowledge of the Management Company and the Stockholdersparty, the Management Company has fulfilled all is in material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of violation of, or default under under, any such Material Contract, and no event has occurred which with occurred, is pending or, to the passage Knowledge of time or the Companies, is threatened, which, after the giving of notice notice, with lapse of time, or both otherwise, would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing material breach or default by the applicable Company or its Subsidiaries or, to the Knowledge of the Companies, any other party to any under such Material Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list As of the following contracts and agreementsdate hereof, whether written or oral (collectively, the "Contracts"):Visor is not party to nor bound by any: (i) all management contracts “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to which Visor or any of its Subsidiaries that was required to be, but has not been, filed with the Management Company is a partySEC with Visor’s Annual Report on Form 10-K for the year ended March 31, 2014, or any Visor SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (ii) all loan agreements, indentures, mortgages and guaranties Contract (A) relating to which any Management Company is a party the disposition or acquisition by which the Management Company Visor or any of its property is bound; Subsidiaries of a material amount of assets (iii1) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which after the Management Company is a party or by which the Management Company or any date of its property is bound; (iv) all contracts, agreements or this Agreement other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described than in the Financial Statements ordinary course of business consistent with past practice or in writing to BRI; and (v2) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor which contains any Stockholder has material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any reason of them, to believe that the Management Company will not be able result in claims in excess of $100,000 or (B) pursuant to fulfill, when due, all which Visor or any of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse EffectSubsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Visor’s Subsidiaries; (iii) To the knowledge of the Management Company and the Stockholderscollective bargaining agreement or Contract with any labor union, the Management Company is not trade organization or other employee representative body (other than any statutorily mandated agreement in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; andnon-U.S. jurisdictions); (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting the right of Visor to compete in any line of business or to conduct business with any Person or in any geographical area, (B) obligating Visor to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Visor on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or similar agreement under which Visor has granted a Person an exclusive geographical area or under which Visor paid commissions less than $100,000 to such Person in the fiscal year ended March 31, 2014, or from whom Visor received less than $100,000 from the sale of product to said Person in the fiscal year ended March 31, 2014; (vi) Contract pursuant to which Visor or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by Visor or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by Visor or any Subsidiary of royalties or license fees exceeding $100,000 in any twelve (12) month period or (ii) licenses Visor Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the best knowledge borrowing of the Management Company money or extension of credit of $100,000 or more, other than (A) accounts receivables and the Stockholders, there is no existing breach payables and (B) loans to direct or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto exceptindirect wholly-owned subsidiaries, in each casecase in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by Visor or any of its Subsidiaries of third-party obligations (under which Visor or any of its Subsidiaries has continuing obligations as of the date hereof) of $100,000 or more, as would not have other than any guaranty by Visor or any of its Subsidiaries’ obligations; (ix) Contract between Visor, on the one hand, and any Affiliate of Visor (other than a Subsidiary of Visor), on the other hand; (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Visor or its Subsidiaries; (xi) Contract under which Visor and Visor’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $100,000 during the current or a subsequent fiscal year; or (xii) Contract to enter into any of the foregoing. (b) Union has been given access to a true and correct copy of all written Visor Material Adverse EffectContracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Visor Material Contract. (c) Except as set forth on Schedule 2.12would not, individually or in the aggregate, reasonably be expected to have a Visor Material Adverse Effect, (i) Visor is not in default under any Contract listed, or required to be listed, in Section 4.12(a) of the Visor Disclosure Letter (each, a “Visor Material Contract” and, collectively, the continuation“Visor Material Contracts”), validity and, (ii) to Visor’s Knowledge, as of the date hereof, the other party to each of the Visor Material Contracts is not in default thereunder. Each Visor Material Contract is legal and effectiveness in full force and effect and is valid, binding and enforceable against Visor and, to Visor’s Knowledge, each other party thereto. As of each the date hereof, no party to any Visor Material Contract will has given any written notice, or to Visor’s Knowledge, any notice (whether or not be affected by written) of termination or cancellation of any Visor Material Contract or that it intends to seek to terminate or cancel any Visor Material Contract (whether as a result of the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRItransactions contemplated hereby or otherwise).

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list As of the following contracts and agreementsdate of this Agreement, neither the Company nor any of the Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral (collectively, the "Contracts"): oral) (i) all management contracts to which the Management Company that is a party; “material contract” (iias such term is defined in Item 601(b)(10) all loan agreements, indentures, mortgages and guaranties of Regulation S-K promulgated under the Securities Act) to which any Management Company is a party be performed after the date of this Agreement that has not been filed or incorporated by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described reference in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part Reports filed prior to the date hereof, (ii) that materially restricts the conduct of any material line of business by the Company, or the ability of the Company to operate in any geographic area or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business material to the Company or to operate in any geographical area, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) relating to the borrowing of money or any guarantee in respect of any indebtedness of any person (other than the endorsement of negotiable instruments for collection in the ordinary course of business), (v) that extends “most favored nations” or similar pricing to the counterparty to such contract or (vi) between the Company and any of the Subsidiaries, on the one hand, and any of the Company’s stockholders (in their capacity as such), on the other hand. In addition, neither the Company nor any of the Subsidiaries is a party to or bound by any written employment contract (“Employment Agreements”). Each contract, arrangement, commitment or understanding of the type described in the preceding two sentences of this Section 3.14(a), whether or not set forth in the Company Disclosure Letter, is referred to as a “Material Contract,” and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and Subsidiaries has Knowledge of any violation of any Material Contract by any of the Stockholdersother parties thereto that has had, the Management Company is not in breach of or default under any Contractwould reasonably be expected to have, and no event has occurred which with the passage of time individually or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lienaggregate, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (cb) Except With such exceptions that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company or the applicable Subsidiary, as set forth applicable, and is in full force and effect, (ii) the Company or the applicable Subsidiary has performed all obligations required to be performed by it to date under each Material Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a default on Schedule 2.12, the continuation, validity and effectiveness part of each Contract will not be affected by the Merger (d) True, correct and complete copies Company or any of all Contracts have previously been delivered by the Management Company to BRISubsidiaries under any such Material Contract.

Contracts and Commitments. (A) Each of the Material Contracts falling within limb (a) Schedule 2.12 attached hereto contains a true, complete and correct list of the following definition of such contracts and agreements, whether written as set out in SCHEDULE 1 (Interpretation) is either listed in the Data Room Index or oral (collectively, a complete copy thereof is contained in the "Contracts"):Disclosure Bundle. (i) all management contracts No Company nor, in relation to which the Management Company US Business, any member of the Vendor's Group is in breach of a partyMaterial Contract where such breach is likely to give rise to a liability in excess of (pound)250,000 or would otherwise have a material adverse effect on the Transferring Business; (ii) all loan agreements, indentures, mortgages and guaranties the Vendor is not aware of any breach of a Material Contract by another party to which any Management Company is a party or by which the Management Company or any of its property is bound;such contract; and (iii) other than in relation to breach (where SUB-PARAGRAPH (i) or (ii) applies) the Vendor is not aware of any invalidity or grounds for determination, rescission, avoidance or repudiation of any Material Contract except for any Contract relating to IT Systems. (C) So far as it is material, no Company nor, in relation to the US Business, any member of the Vendor's Group has since 31st December, 2000 manufactured, developed, sold or provided any product (i) which does not comply with all pledges, conditional sale applicable laws and regulations or title retention agreements, security agreements, personal property leases and lease purchase agreements to (ii) which is defective or dangerous or not in accordance with any representations or warranties (express or implied) given in respect of it. (D) No Company nor any member of the Management Company Vendor's Group which is engaged in carrying on the Transferring Business is a party or by to any agreement which materially restricts its freedom to carry on the Management Company or Transferring Business in any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate part of the Management Company except those described world in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Companysuch manner as it thinks fit. (bE) Except Save as set forth on Schedule 2.12 attached heretoout in the Disclosure Letter and specifically referenced to this Warranty, no consent or agreement of any third party is required: (i) each Contract is to effect the transfer of any US Business Asset (other than the benefit of a valid and binding agreement of the Management CompanyUS Contract), enforceable against the Management Company any Business IPR or any domain name listed in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto;SCHEDULE 14 (Domain Names); or (ii) To to enable the knowledge relevant Designated Purchaser to perform any US Contract or IP Licence (excluding software licences) after Completion or to enable the Vendor or any member of the Management Company Vendor's Group to transfer, or to procure the transfer of, the benefit or burden of any US Contract or IP Licence (excluding software licences) to the relevant Designated Purchaser, in either case, in accordance with the terms of this Agreement. (F) The execution and delivery of this Agreement and the Stockholders, other Specified Agreements and the Management Company has fulfilled all material obligations required pursuant to performance by each relevant member of the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all Vendor's Group of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would hereunder and thereunder will not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by relieve any other party to any Contract, and no event has occurred which a Material Contract with a Company of its obligations or enable the passage of time party to vary or giving of notice or both would constitute a default by such other party, result in a loss of terminate its rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a obligations under that Material Adverse EffectContract. (cG) Except as set forth on Schedule 2.12, No member of the continuation, validity and effectiveness Vendor's Group is in breach of each any US Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company excluding any US Contract relating to BRIIT Systems).

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list Section 3.13 of the following contracts Disclosure Schedule sets forth, as of the date hereof, each contract and agreementsother agreement, whether written to which the Company or oral (collectively, the "Contracts"):any Company Subsidiary is a party that: (i) all management contracts provides for aggregate future payments by the Company or any Company Subsidiary, or to which the Management Company is a partyor any Company Subsidiary, of more than $500,000 and has an unexpired term exceeding one year and may not be canceled upon sixty (60) days' notice without any liability, penalty or premium (excluding purchase orders, invoices and leasing transactions entered into or incurred in the ordinary course of business); (ii) all loan agreementswas entered into by the Company or a Company Subsidiary with a shareholder, indenturesofficer, mortgages and guaranties to which any Management Company is a party director or by which significant employee of the Management Company or any of its property is boundCompany Subsidiary; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party collective bargaining or by which the Management Company or any of its property is boundsimilar agreement; (iv) all contractsinvolves an agreement with any bank, agreements finance company or other understandings or arrangements between the Management Company and any stockholder or affiliate similar organization for Indebtedness of the Management Company except those described or any Company Subsidiary; (v) materially restricts the Company or any Company Subsidiary from engaging in any line of business anywhere in the Financial Statements or in writing to BRIworld; and (vvi) any other material is an employment agreement, consulting agreement or contract entered into by the Management Companysimilar arrangement. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement As of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither (i) there is not and, to the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge Knowledge of the Management Company and Company, there has not been claimed or alleged by any Person with respect to any contract listed in Section 3.13 of the StockholdersDisclosure Schedule any existing default or event that, the Management Company is not in breach of with notice or default under any Contract, and no event has occurred which with the passage lapse of time or giving of notice or both would constitute such a defaultboth, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by or event of default on the part of the Company or any Company Subsidiary or, to the Knowledge of the Company, on the part of any other party thereto, except such defaults, events of default and other party, events that would not reasonably be expected to result in a loss Company Material Adverse Effect, and (ii) no consent, approval, authorization or waiver from, or notice to, any Governmental Entity or other Person is required in order to maintain in full force and effect any of rights the contracts listed in Section 3.13 of the Disclosure Schedule, other than (A) such consents and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers or result in notices the creation failure of any lien, charge which to have or encumbrance thereunder or pursuant thereto except, in each case, as give would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (aTogether with the leases set forth on Schedule 3(m), the insurance policies set forth on Schedule 3(u), and the HYDRA Employee Benefit Plans and commitments set forth on Schedule 3(p), Schedule 3(q) Schedule 2.12 attached hereto contains a truetrue and complete list and description (stated without duplication), complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"):of: (i) all management contracts (including, without limitation, letters of credit, and obligations for borrowed money) and commitments of HYDRA which are material to which the Management Company is a partyoperations, business, prospects or condition (financial or otherwise) of HYDRA; (ii) all loan agreementsconsulting agreements (whether written or oral), indentures, mortgages and guaranties to which any Management Company is a party regardless of amounts or by which the Management Company or any of its property is boundduration; (iii) all pledgesmaterial contracts or commitments (whether written or oral) with distributors, conditional sale brokers, manufacturer’s representatives, sales representatives, service or title retention agreementswarranty representatives, security agreementscustomers and other persons, personal property leases and lease purchase agreements to which firms, corporations or other entities engaged in the Management Company is a party sale, distribution, service or by which the Management Company or any repair of its property is boundHYDRA’s products; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate contracts relating to construction-in-progress of the Management Company except those described in the Financial Statements or in writing to BRIcapital assets; and (v) any other material agreement all joint venture, licensing, profit sharing, royalty or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract similar agreements or arrangements to which HYDRA is a valid and binding agreement of the Management Company, enforceable against the Management Company party in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which way associated with the passage of time manufacture, marketing, sale or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation distribution of any lien, charge products or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation provision of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness services of each Contract will not be affected by the Merger (d) True, correct HYDRA. HYDRA has delivered to IVOI true and complete copies of all Contracts have previously been delivered of the documents identified on Schedule 3(q) (collectively, the “HYDRA Material Contracts”) and shall deliver true and complete copies of all such other agreements, instruments and documents as IVOI may reasonably request relating to the operation, ownership or conduct of the HYDRA Business. HYDRA is not a party to any written agreement that would restrict it from carrying on the HYDRA Business anywhere in the world. HYDRA is not a party to any “take-or-pay” contracts. Except as identified on Schedule 3(q), HYDRA is not a party to any employment agreements, arrangements and commitments, including severance or termination arrangements and commitments (whether written or oral), between HYDRA and any employees of HYDRA. HYDRA is not, and to the knowledge of HYDRA, no other party is, in default under or in breach or violation of, nor has HYDRA received notice of any asserted claim of default by HYDRA or by any other party under, or a breach or violation of, any of the Management Company to BRIHYDRA Material Contracts.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains Set forth in the Company Disclosure Letter is a true, complete and correct accurate list of all of the following contracts and agreements, whether (written or oral oral), plans, undertakings, commitments or agreements (collectively, the "Company Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which or any Management Company of its Subsidiaries is a party or by which any of them is bound as of the Management date of this Agreement: (a) each distribution, supply, inventory purchase, franchise, license, sales, agency or advertising contract involving annual expenditures or liabilities in excess of $100,000 which is not cancelable (without material penalty, cost or other liability) within one year; (b) each promissory note, loan, agreement, indenture, evidence of indebtedness or other instrument providing for the lending of money, whether as borrower, lender or guarantor, in excess of $100,000; (c) each contract, lease, agreement, instrument or other arrangement containing any covenant limiting the freedom of the Company or any of its property is boundsubsidiaries to engage in any line of business or compete with any person; (iiid) all pledges, conditional sale each joint venture or title retention agreements, security agreements, personal property leases and lease purchase agreements partnership agreement that is material to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRIits Subsidiaries taken as a whole; and (ve) any other contract that would constitute a "material agreement contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). True and complete copies of the written Company Contracts, as amended to date, that would be required to be filed as exhibits to the Company's Form 10-K if such Form 10-K were being filed on this date, that have not been filed prior to the date hereof as exhibits to the SEC Reports have been delivered or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each made available to Parent. Each Company Contract is a valid and binding agreement on the Company, and any Subsidiary of the Management CompanyCompany which is a party thereto and, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To to the knowledge of the Management Company, each other party thereto and is in full force and effect, and the Company and the Stockholders, the Management Company has fulfilled its Subsidiaries have performed and complied with all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management or compiled with by them under each Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time except in each case as would not, individually or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lienaggregate, charge have or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) reasonably be expected to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list As of the following contracts and agreementsdate hereof, whether written or oral (collectively, the "Contracts"):Ranger is not a party to nor bound by any (i) all management contracts “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to which Ranger or any of its Subsidiaries that was required to be, but has not been, filed with the Management Company is a partySEC with Ranger’s Annual Report on Form 10-K for the year ended December 31, 2013, or any Ranger SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (ii) all loan agreements, indentures, mortgages and guaranties Contract (A) relating to which any Management Company is a party the disposition or acquisition by which the Management Company Ranger or any of its property is bound; Subsidiaries of a material amount of assets (iii1) all pledgesafter the date of this Agreement, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described than in the Financial Statements ordinary course of business consistent with past practice, or in writing to BRI; and (v2) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor which contains any Stockholder has material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any reason of them, to believe that the Management Company will not be able result in claims in excess of $1,000,000 or (B) pursuant to fulfill, when due, all which Ranger or any of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse EffectSubsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Ranger’s Subsidiaries; (iii) To the knowledge of the Management Company and the Stockholderscollective bargaining agreement or Contract with any labor union, the Management Company is not trade organization or other employee representative body (other than any statutorily mandated agreement in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; andnon-U.S. jurisdictions); (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting the right of Ranger to compete in any line of business or to conduct business with any Person or in any geographical area, (B) obligating Ranger to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Ranger on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or similar agreement under which Ranger has granted a Person an exclusive geographical area and under which Ranger paid commissions less than $1,000,000 to such Person in 2013 or from whom Ranger received less than $1,000,000 from the sale of product to said Person in 2013; (vi) Contract pursuant to which Ranger or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by Ranger or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by Ranger or any Subsidiary of royalties or license fees exceeding $1,000,000 in any twelve (12) month period, or (ii) licenses Ranger Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the best knowledge borrowing of the Management Company money or extension of credit of $1,000,000 or more, other than (A) accounts receivables and the Stockholders, there is no existing breach payables and (B) loans to direct or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto exceptindirect wholly-owned subsidiaries, in each casecase in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by Ranger or any of its Subsidiaries of third-party obligations (under which Ranger or any of its Subsidiaries has continuing obligations as of the date hereof) of $1,000,000 or more, as would not have other than any guaranty by Ranger or any of its Subsidiaries’ obligations; (ix) Contract between Ranger, on the one hand, and any Affiliate of Ranger (other than a Subsidiary of Ranger), on the other hand; (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Ranger or its Subsidiaries; (xi) Contract under which Ranger and Ranger’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $1,000,000 during the current or a subsequent fiscal year; or (xii) Contract to enter into any of the foregoing. (b) Trooper has been given access to a true and correct copy of all written Ranger Material Adverse EffectContracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Ranger Material Contract. (c) Except as set forth on Schedule 2.12would not, individually or in the aggregate, reasonably be expected to have a Ranger Material Adverse Effect, (i) Ranger is not in default under any Contract listed, or required to be listed, in Section 3.12(a) of the Ranger Disclosure Letter (each, a “Ranger Material Contract” and, collectively, the continuation“Ranger Material Contracts”) and (ii) to Ranger’s knowledge, validity as of the date hereof, the other party to each of the Ranger Material Contracts is not in default thereunder. Each Ranger Material Contract is legal and effectiveness in full force and effect and is valid, binding and enforceable against Ranger and, to Ranger knowledge, each other party thereto. As of each the date hereof, no party to any Ranger Material Contract will has given any written notice, or to the knowledge of Ranger, any notice (whether or not be affected by written) of termination or cancellation of any Ranger Material Contract or that it intends to seek to terminate or cancel any Ranger Material Contract (whether as a result of the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRItransactions contemplated hereby or otherwise).

Contracts and Commitments. (a) Schedule 2.12 DISCLOSURE SCHEDULE 2.16, CONTRACT COMMITMENTS, which is attached hereto hereto, contains a true, complete and correct list of each contract and commitment of the following contracts Seller that is material to the operations, assets, and agreementsbusiness or financial condition of the Company or that by its terms can reasonably be expected to require future payment by or to the Company of $10,000 or more, whether written or oral (collectively, including but not limited to the "Contracts"):following: (i) all management All employment contracts and commitments between the Company and its employees, other than those terminable by the Company at will and without payment or penalty; (ii) All collective bargaining agreements and union contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledgesAll contracts or commitments, conditional written or oral, with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in the sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which distribution of the Management Company is a party Company's products or by which the Management Company or any of its property is boundservices; (iv) All purchase orders issued by the Company in excess of $20,000, all contracts, agreements sales orders received by the Seller in excess of $25,000 and all purchase or other understandings sales orders that call for delivery or performance on a date more than one year from the date of this Agreement; (v) All contracts and arrangements between the Management Company or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an "Affiliate"); (vi) All contracts and any stockholder arrangements, written or affiliate oral, under which the Company is either a bailor or bailee including without limitation contracts for the baixxxxx of Aircraft; (vii) All agreements pursuant to which the Management Company except those described in the Financial Statements acquired its Trade Name or in writing to BRIa substantial portion of its assets; and (vviii) any All other material agreement contracts and commitments of the Company (excluding leases for the purpose of this Section 2.16(a)) and instruments reflecting obligations for borrowed money or contract entered into by the Management Companyfor other indebtedness or guarantees thereof. (b) Except At the Purchaser's request, the Seller shall deliver or cause to be delivered to the Purchaser full and complete copies of the documents identified above and all such other agreements and instruments as set forth on Schedule 2.12 attached hereto:the Purchaser may reasonably request. (ic) each Contract The Seller is not a party to any written agreement that would restrict it from carrying on any line of business anywhere in the world. (d) Each of the contracts listed on DISCLOSURE SCHEDULE 2.16 is valid and binding agreement binding, and each of the Management Companycontracts binding on the Company (whether or not listed on DISCLOSURE SCHEDULE 2.16) has been entered into in the ordinary course of business. To Seller's knowledge, enforceable against neither the Management Company nor any other party hereto is in accordance with its termsdefault under or in breach or violation of, and neither the Management Company nor any Stockholder other party hereto has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of received notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge asserted claim of the Management Company and the Stockholders, there is no existing breach or default by any other party to under, or a breach or violation of, any Contractof the contracts, agreements, and no event has occurred which commitments described in this Section 2.16, including without limitation, any licensing or usage agreements with respect to the passage of time technology that the Company now uses or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectcurrently intends and plans to use. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list of the following contracts and agreements, whether written The Company is not party to or oral (collectively, the "Contracts"):bound by: (i) all management contracts to which the Management Company is a partyany other material agreement than those listed in Appendix E; (ii) all loan agreementsany consultancy agreement, indenturescontract, mortgages and guaranties to which understanding or relationship with any Management Company is a party officer, employee or by which the Management Company individual or any of its property is boundsuch agreement, contract, understanding or relationship that contains any severance or termination pay liabilities; (iii) all pledges, conditional sale any loan or title retention agreements, security agreements, personal property leases and lease purchase agreements to which credit arrangement or guarantee other than shown in the Management Company is a party Accounts or by which the Management Company or any of its property is boundlisted in Appendix F; (iv) all contracts, agreements any agreement or other understandings or arrangements between contract otherwise outside the Management Company and any stockholder or affiliate Ordinary Course of the Management Company except those described in the Financial Statements or in writing to BRIBusiness; andor (v) any other material agreement which is expected to result in a loss to the Company on completion or contract entered into performance or cannot be fulfilled or performed by the Management CompanyCompany on time and without undue or unusual expenditure of money. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract All agreements or contracts to which the Company is a valid party are valid, binding and binding agreement of the Management Company, enforceable against the Management Company in accordance with its their respective terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management . The Company is not in breach default in any material respect in the performance of or default any of the obligations under any Contract, agreement or contract and no event has occurred which (whether with the passage or without notice, lapse of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (ivboth) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default thereunder by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse EffectCompany. (c) Except Neither of the Sellers nor any person connected with them, as of the signing hereof or on the Completion Date, have any outstanding personal claims against the Company, except for outstanding salary payments and business travel expenses which do not in the aggregate exceed RUR 300,000. Other than as set forth on Schedule 2.12out in Appendix G, the continuationCompany is not party to any contract or arrangement in which the Sellers are interested, validity and effectiveness directly or indirectly, nor has there been any such contract or arrangement at any time during the five years up to the date of each Contract will not be affected by the Mergerthis Agreement. (d) TrueThe Company is not party to, correct and complete copies nor have its profits or financial position for any accounting period been affected by, any contract or arrangement which is not of all Contracts have previously been delivered an entirely arm’s length nature. (e) Other than as set out in Appendix H, none of the Sellers nor any person connected with them is a party to any outstanding agreement or arrangement for the provision of finance, goods, services or other facilities to or by the Management Company or in any way relating to BRIthe Company or its affairs.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains 2.11(a) includes a true, complete and correct list of the following contracts and all agreements, whether written contracts, obligations, or oral (collectivelycommitments, the "Contracts"): (i) all management contracts of any nature to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company it or any of its property is properties are bound; (iii) all pledges, conditional sale other than the Financing Agreements, that are material to the conduct and operation of its business and properties, including any employment contracts; stock redemption or title retention purchase agreements; loan agreements, security agreements and guaranties; licenses, distributor or sales representative agreements; agreements with officers, personal property leases directors, employees or shareholders of the Company or persons or organizations related to or affiliated with any such persons; leases; agreements relating to product development; or bonus, pension, profit-sharing, severance, retirement or stock option plans, in each case involving a contractual commitment by the Company in excess of $25,000 (“Material Contracts”). Each such Material Contract constitutes a valid and lease purchase agreements to which legally binding obligation of the Management Company, enforceable in accordance with its respective terms, and is in full force and effect. The Company is not in material default under any Material Contract and there is no state of facts which upon notice or lapse of time or both would constitute such a default. To the best knowledge of the Company, no other party to a Material Contract is in default thereunder and to the best knowledge of the Company, there is no state of facts which upon notice or lapse of time or both would constitute such a default. As of the date of the Closing, the Company does not intend to cancel, withdraw, modify or amend any Material Contract, nor has it been notified that any other party to any Material Contract intends to cancel, withdraw, modify or amend any such Material Contract. The performance of each Material Contract by which the Management Company will not violate any other agreement, judgment, order, writ or decree binding upon the Company or any material provision of its property is bound; (iv) all contractsany federal or state statute, agreements rule or other understandings or arrangements between regulation applicable to the Management Company and any stockholder or affiliate Company. To the best of the Management Company’s knowledge, the performance of each Material Contract by each other party thereto will not violate any other agreement, judgment, order, writ or decree binding upon such other party or any material provision of any federal or state statute, rule or regulation applicable to such other party. The Company except those described is not a party to any contract or arrangement that is, individually or in the Financial Statements aggregate, reasonably likely to have a material adverse effect on the Company or in writing to BRI; and (v) any other material agreement its assets, liabilities, financial condition or contract entered into by the Management Companyoperations. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company2.11(b), enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company, no employee of the Company and is in default under any outstanding contract, obligation, or commitment of such employee with any prior employer. Neither the StockholdersCompany nor, there to the best knowledge of the Company, any of its employees, officers, directors or consultants is no existing breach or default by any other a party to any Contractcontract or agreement, and no event has occurred which with the passage of time oral or giving of notice written, that prohibits them from freely competing or both would constitute a default by such other party, result in a loss of rights or result engaging in the creation business of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectthe Company. (c) True and complete copies of each Material Contract have been provided to the Purchasers and counsel to the Company. (d) Except as set forth on Schedule 2.122.11(d) and except as required pursuant to this Agreement, the continuationCompany is presently not under any obligation, validity and effectiveness has not granted any rights, to register under the Securities Act of each Contract will not 1933, as amended (the “Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be affected by issued. To the Merger (d) TrueCompany’s knowledge, correct except as contemplated in the Voting Agreement and complete copies except as set forth on Schedule 2.11(d), no stockholder of all Contracts have previously been delivered by the Management Company has entered into any agreement with respect to BRIthe voting of equity securities of the Company.

Contracts and Commitments. (aTogether with the leases set forth on Schedule 4(m), the insurance policies set forth on Schedule 4(v), and the IVOI Employee Benefit Plans and commitments set forth on Schedule 4(p), Schedule 4(r) Schedule 2.12 attached hereto contains a truetrue and complete list and description (stated without duplication), complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"):of: (i) all management contracts (including, without limitation, letters of credit, and obligations for borrowed money) and commitments of IVOI which are material to which the Management Company is a partyoperations, business, prospects or condition (financial or otherwise) of IVOI; (ii) all loan agreementsconsulting agreements (whether written or oral), indentures, mortgages and guaranties to which any Management Company is a party regardless of amounts or by which the Management Company or any of its property is boundduration; (iii) all pledgesmaterial contracts or commitments (whether written or oral) with distributors, conditional sale brokers, manufacturer’s representatives, sales representatives, service or title retention agreementswarranty representatives, security agreementscustomers and other persons, personal property leases and lease purchase agreements to which firms, corporations or other entities engaged in the Management Company is a party sale, distribution, service or by which the Management Company or any repair of its property is boundIVOI’s products; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate contracts relating to construction-in-progress of the Management Company except those described in the Financial Statements or in writing to BRIcapital assets; and (v) any other material agreement all joint venture, licensing, profit sharing, royalty or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract similar agreements or arrangements to which IVOI is a valid and binding agreement of the Management Company, enforceable against the Management Company party in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which way associated with the passage of time manufacture, marketing, sale or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation distribution of any lien, charge products or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation provision of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness services of each Contract will not be affected by the Merger (d) True, correct IVOI. IVOI has delivered to HYDRA true and complete copies of all Contracts have previously been delivered of the documents identified on Schedule 4(r) (collectively, the “IVOI Material Contracts”) and shall deliver true and complete copies of all such other agreements, instruments and documents as IVOI may reasonably request relating to the operation, ownership or conduct of the IVOI Business. IVOI is not a party to any written agreement that would restrict it from carrying on the IVOI Business anywhere in the world. IVOI is not a party to any “take-or-pay” contracts. Except as identified on Schedule 4(r), IVOI is not a party to any employment agreements, arrangements and commitments, including severance or termination arrangements and commitments (whether written or oral), between IVOI and any employees of IVOI. IVOI is not, and to the knowledge of IVOI, no other party is, in default under or in breach or violation of, nor has IVOI received notice of any asserted claim of default by IVOI or by any other party under, or a breach or violation of, any of the Management Company to BRIIVOI Material Contracts.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a trueFor purposes of this Agreement, complete and correct list each of the following contracts and agreements, whether written or oral (collectively, the "Contracts"):shall be deemed to constitute a “Company Material Contract”: (i) all management contracts any Company Contract that is required by the rules and regulations of the SEC to which be filed as an exhibit to the Management Company is a partySEC Reports; (ii) all loan agreementsany Company Contract relating to the employment of any employee, indentures, mortgages and guaranties any Contract pursuant to which the Company or any Management Company Subsidiary is a party or by may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of salary) in excess of $125,000, to any current or former employee or director; (iii) any Company Contract relating to the acquisition, transfer, development, sharing or license of any material Proprietary Asset (except for any Company Contract pursuant to which (A) any material Proprietary Asset is licensed to the Management Company or any of its property Subsidiaries under any third party software license generally available for sale to the public, or (B) any material Proprietary Asset is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which licensed by any of the Management Company is a party or by which the Management Company or any of its property is boundSubsidiaries to any Person on a non-exclusive basis); (iv) all contractsany Company Contract which provides for indemnification of any officer, agreements director or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; andemployee; (v) any other material agreement Company Contract creating or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement relating to any partnership or joint venture or any sharing of the Management Companyrevenues, enforceable against the Management Company in accordance with its termsprofits, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties theretolosses, costs or liabilities; (iivi) To any Company Contract that involves the knowledge payment or expenditure of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe $750,000 that the Management Company will may not be able to fulfillterminated by the Company (or its Subsidiary, when due, all of its obligations under as the Contracts which remain to be performed case may be) (without penalty) within 60 days after the date hereof except those obligations delivery of a termination notice by the failure to fulfill would not have a Material Adverse EffectCompany (or its Subsidiary, as the case may be); (iiivii) To any Company Contract contemplating or involving (A) the knowledge payment or delivery of cash or other consideration in an amount or having a value in excess of $750,000 in the aggregate, or (B) the performance of services having a value in excess of $750,000 in the aggregate; or (viii) any Company Contract imposing any restriction on the right or ability of the Management Company and the Stockholdersor any Company Subsidiary to (A) compete with any other Person, the Management (B) acquire any material product or other material asset or any services from any other Person, sell any material product or other material asset to or perform any services for any other Person or transact business or deal in any other manner with any other Person, or (C) develop or distribute any material technology; (ix) any Company is not in breach of Contract involving interest rate swaps, caps, floors or default under option agreements or any Contract, and no event has occurred which with the passage of time other interest rate risk management arrangement or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effectforeign exchange contract; and (ivx) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Company Contract, and no event has occurred which with the passage if a breach of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not Company Contract could reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms. (c) Except as set forth on Schedule 2.12Neither the Company nor any Company Subsidiary has violated or materially breached, or committed any default under, any Company Material Contract. To the continuationCompany’s knowledge, validity and effectiveness of each Contract will not be affected by the Mergerno other Person has materially violated or breached, or committed any default under, any Company Material Contract. (d) TrueNo event has occurred, correct and complete no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (i) result in a violation or breach of any provision of any Company Material Contract; (ii) give any Person the right to declare a default or exercise any remedy under any Company Material Contract; (iii) to the Company’s knowledge, give any Person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (v) give any Person the right to cancel, terminate or modify any Company Material Contract. (e) Neither the Company nor any Company Subsidiary is party to a Government Contract and none of them has submitted a Government Bid. (f) Schedule 4.14 of the Company Disclosure Statement provides a list of all Company Material Contracts (including all amendments thereto) not otherwise included in the Company SEC Reports. The Company has provided or made available to Buyer a copy of each Company Material Contract (including all amendments thereto) listed in Schedule 4.14 (f) of the Company Disclosure Statement, other than Company Material Contracts filed as Exhibits to the Company SEC Reports and all copies of all amendments to the Company Material Contracts filed as exhibits to the Company SEC Reports, to the extent such amendments have previously not been delivered by filed with the Management Company to BRISEC.

Contracts and Commitments. Except as set forth in SCHEDULES ------------------------- 2.5 and 2.17, neither the Company nor any of its Subsidiaries (a) Schedule 2.12 attached hereto contains a true, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party to any contract, obligation or by commitment which involves a potential commitment or aggregate payments in excess of $20,000, or which is otherwise material and not entered into in the Management ordinary course of business, or (b) has any employment contracts; stock redemption or purchase agreements; financing agreements; or agreements with officers, directors, employees or shareholders of the Company or any of its property is bound; (iii) all pledgesSubsidiaries or persons or organizations related to or affiliated with any such persons. Except as disclosed in SCHEDULE 2.17, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which neither the Management Company is a party or by which the Management Company or nor any of its property Subsidiaries is bound; in default under any contract, obligation or commitment (iv) all contractsincluding, agreements without limitation, that certain Indenture of Mortgage dated September 1, 1950 to Citizens Trust Company of Fredonia, as amended or other understandings or arrangements between supplemented from time to time, and the Management Company and requirement to make payments to any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except "sinking fund" as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its termstherein), and neither to the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the best knowledge of the Management Company and the StockholdersCompany, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all there is no state of its obligations under the Contracts facts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of upon notice or default under any Contract, and no event has occurred which with the passage lapse of time or giving of notice or both would constitute such a default, result in a loss the consequences of rights or result in which default if asserted by the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which other contracting party would not have a Material Adverse Effect; and (iv) be materially adverse with respect to the best knowledge of the Management Company and the Stockholdersits Subsidiaries, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute taken as a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) whole. Except as set forth in SCHEDULE 2.17, neither the Company nor any of its Subsidiaries is a party to any contract or arrangement which is likely to have a material adverse effect on Schedule 2.12the assets, liabilities, properties, business, condition (financial or otherwise) or prospects of the continuationCompany and its Subsidiaries, validity taken as a whole. Neither the Company nor any of its Subsidiaries has entered into any government contracts or subcontracts that remain in full force and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRIeffect.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule 2.12 attached hereto contains sets forth a true, complete and correct list of the following contracts and agreements, whether written or oral Contracts to which either of the Xxxxxxxx Companies is a party (collectively, the "“Material Contracts"): ”): (i) all management contracts to which the Management Company a material agreement with any senior executive that is a party; not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party lease of personal property involving consideration or by which the Management Company or any other expenditure in excess of its property is bound; One Hundred Thousand Dollars ($100,000) per annum; (iii) all pledgesexcept for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, conditional sale an agreement involving payment or title retention agreements, security agreements, personal property leases and lease purchase agreements to which other expenditure of more than One Hundred Thousand Dollars ($100,000) in the Management Company aggregate that is a party or by which the Management Company or any of its property is bound; not cancelable on less than 12 months’ notice; (iv) all contractsan agreement providing for the disposition of a material asset, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described than in the Financial Statements or in writing to BRIordinary course of business; and (v) any other an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or contract entered into by the Management Company.distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement Neither of the Management CompanyXxxxxxxx Companies is and, enforceable against to the Management Company in accordance with its termsKnowledge of Sellers, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement none of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholdersto each Material Contract is, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereofin breach, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such Xxxxxxxx Company party thereto and, and to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred which or circumstance exists that would give any Person the right (with the passage of time or giving of without notice or both would constitute such a default, result in a loss lapse of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (ivtime) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute declare a default by or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse EffectContract. (c) Except as set forth on Schedule 2.12There are no renegotiations of, the continuationattempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either Xxxxxxxx Company under current or completed Material Contracts with any Person, validity and effectiveness of each Contract will not be affected by the Mergerno such Person has made demand (written or otherwise) for such renegotiation. (d) TrueThe Material Contracts relating to the sale, correct and complete copies design or provision of all Contracts have previously been delivered products or services by the Management Xxxxxxxx Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either Xxxxxxxx Company and (ii) to BRIthe Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either Xxxxxxxx Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either Xxxxxxxx Company or (B) assign to either Xxxxxxxx Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list As of the following contracts and agreementsdate hereof, whether written or oral (collectively, the "Contracts"):Obalon is not party to nor bound by any: (i) all management contracts “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to which Obalon or any of its Subsidiaries that was required to be, but has not been, filed with the Management Company is a partySEC with Obalon’s Annual Report on Form 10-K for the year ended December 31, 2019, or any Obalon SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (ii) all loan agreements, indentures, mortgages and guaranties Contract (A) relating to which any Management Company is a party the disposition or acquisition by which the Management Company Obalon or any of its property is bound; Subsidiaries of a material amount of assets (iii1) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which after the Management Company is a party or by which the Management Company or any date of its property is bound; (iv) all contracts, agreements or this Agreement other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described than in the Financial Statements ordinary course of business consistent with past practice or in writing to BRI; and (v2) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor which contains any Stockholder has material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any reason of them, to believe that the Management Company will not be able result in claims in excess of $100,000 or (B) pursuant to fulfill, when due, all which Obalon or any of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse EffectSubsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Obalon’s Subsidiaries; (iii) To the knowledge of the Management Company and the Stockholderscollective bargaining agreement or Contract with any labor union, the Management Company is not in breach of trade organization or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; andother employee representative body; (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting the right of Obalon to compete in any line of business or to conduct business with any Person or in any geographical area, (B) obligating Obalon to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Obalon on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or similar agreement under which Obalon has granted a Person an exclusive geographical area and under which Obalon paid commissions less than $100,000 to such Person in 2019, or from whom Obalon received less than $100,000 from the sale of product to said Person in 2019; (vi) Contract pursuant to which Obalon or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by Obalon or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by Obalon or any Subsidiary of royalties or license fees exceeding $100,000 in any twelve (12) month period or (ii) licenses Obalon Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the best knowledge borrowing of the Management Company money or extension of credit of $100,000 or more, other than (A) accounts receivables and the Stockholders, there is no existing breach payables and (B) loans to direct or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto exceptindirect wholly-owned subsidiaries, in each casecase in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by Obalon or any of its Subsidiaries of third-party obligations (under which Obalon or any of its Subsidiaries has continuing ​ ​ obligations as of the date hereof) of $100,000 or more, as would not have other than any guaranty by Obalon or any of its Subsidiaries’ obligations; (ix) Contract between Obalon, on the one hand, and any Affiliate of Obalon (other than a Subsidiary of Obalon), on the other hand (other than an Obalon Plan); (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Obalon or its Subsidiaries; (xi) Contract under which Obalon and Obalon’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $100,000 during the current or a subsequent fiscal year; or (xii) Contract to enter into any of the foregoing. (b) ReShape has been given access to a true and correct copy of all written Obalon Material Adverse EffectContracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Obalon Material Contract. (c) Except as set forth would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Obalon, (i) Obalon is not in default under any Contract listed, or required to be listed, in Section 4.12(a) of the Obalon Disclosure Schedule 2.12(each, an “Obalon Material Contract” and, collectively, the continuation“Obalon Material Contracts”), validity and, (ii) to Obalon’s knowledge, as of the date hereof, the other party to each of the Obalon Material Contracts is not in default thereunder. Each Obalon Material Contract is legal and effectiveness in full force and effect and is valid, binding and enforceable against Obalon and, to Obalon’s knowledge, each other party thereto. As of each the date hereof, no party to any Obalon Material Contract will has given any written notice, or to the knowledge of Obalon, any notice (whether or not be affected by written) of termination or cancellation of any Obalon Material Contract or that it intends to seek to terminate or cancel any Obalon Material Contract (whether as a result of the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRItransactions contemplated hereby or otherwise).

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list As of the following contracts and agreementsdate hereof, whether written or oral (collectively, the "Contracts"):Trooper is not party to nor bound by any (i) all management contracts “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to which Trooper or any of its Subsidiaries that was required to be, but has not been, filed with the Management Company is a partySEC with Trooper’s Annual Report on Form 10-K for the year ended December 31, 2013, or any Trooper SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (ii) all loan agreements, indentures, mortgages and guaranties Contract (A) relating to which any Management Company is a party the disposition or acquisition by which the Management Company Trooper or any of its property is bound; Subsidiaries of a material amount of assets (iii1) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which after the Management Company is a party or by which the Management Company or any date of its property is bound; (iv) all contracts, agreements or this Agreement other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described than in the Financial Statements ordinary course of business consistent with past practice or in writing to BRI; and (v2) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor which contains any Stockholder has material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any reason of them, to believe that the Management Company will not be able result in claims in excess of $1,000,000 or (B) pursuant to fulfill, when due, all which Trooper or any of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse EffectSubsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Trooper’s Subsidiaries; (iii) To the knowledge of the Management Company and the Stockholderscollective bargaining agreement or Contract with any labor union, the Management Company is not trade organization or other employee representative body (other than any statutorily mandated agreement in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; andnon-U.S. jurisdictions); (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting the right of Trooper to compete in any line of business or to conduct business with any Person or in any geographical area, (B) obligating Trooper to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Trooper on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or similar agreement under which Trooper has granted a Person an exclusive geographical area and under which Trooper paid commissions less than $1,000,000 to such Person in 2013, or from whom Trooper received less than $1,000,000 from the sale of product to said Person in 2013; (vi) Contract pursuant to which Trooper or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by Trooper or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by Trooper or any Subsidiary of royalties or license fees exceeding $1,000,000 in any twelve (12) month period or (ii) licenses Trooper Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the best knowledge borrowing of the Management Company money or extension of credit of $1,000,000 or more, other than (A) accounts receivables and the Stockholders, there is no existing breach payables and (B) loans to direct or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto exceptindirect wholly-owned subsidiaries, in each casecase in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by Trooper or any of its Subsidiaries of third-party obligations (under which Trooper or any of its Subsidiaries has continuing obligations as of the date hereof) of $1,000,000 or more, as would not have other than any guaranty by Trooper or any of its Subsidiaries’ obligations; (ix) Contract between Trooper, on the one hand, and any Affiliate of Trooper (other than a Subsidiary of Trooper), on the other hand; (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Trooper or its Subsidiaries; (xi) Contract under which Trooper and Trooper’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $1,000,000 during the current or a subsequent fiscal year; or (xii) Contract to enter into any of the foregoing. (b) Ranger has been given access to a true and correct copy of all written Trooper Material Adverse EffectContracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Trooper Material Contract. (c) Except as set forth on Schedule 2.12would not, individually or in the aggregate, reasonably be expected to have a Trooper Material Adverse Effect, (i) Trooper is not in default under any Contract listed, or required to be listed, in Section 4.12(a) of the Trooper Disclosure Letter (each, a “Trooper Material Contract” and, collectively, the continuation“Trooper Material Contracts”), validity and, (ii) to Trooper’s knowledge, as of the date hereof, the other party to each of the Trooper Material Contracts is not in default thereunder. Each Trooper Material Contract is legal and effectiveness in full force and effect and is valid, binding and enforceable against Trooper and, to Trooper’s knowledge, each other party thereto. As of each the date hereof, no party to any Trooper Material Contract will has given any written notice, or to the knowledge of Trooper, any notice (whether or not be affected by written) of termination or cancellation of any Trooper Material Contract or that it intends to seek to terminate or cancel any Trooper Material Contract (whether as a result of the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRItransactions contemplated hereby or otherwise).

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list As of the following contracts and agreementsdate hereof, whether written or oral (collectively, the "Contracts"):Union is not a party to nor bound by any: (i) all management contracts “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to which Union or any of its Subsidiaries that was required to be, but has not been, filed with the Management Company is a partySEC with Union’s Annual Report on Form 10-K for the year ended March 31, 2014, or any Union SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (ii) all loan agreements, indentures, mortgages and guaranties Contract (A) relating to which any Management Company is a party the disposition or acquisition by which the Management Company Union or any of its property is bound; Subsidiaries of a material amount of assets (iii1) all pledgesafter the date of this Agreement, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described than in the Financial Statements ordinary course of business consistent with past practice, or in writing to BRI; and (v2) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor which contains any Stockholder has material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any reason of them, to believe that the Management Company will not be able result in claims in excess of $100,000 or (B) pursuant to fulfill, when due, all which Union or any of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse EffectSubsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Union’s Subsidiaries; (iii) To the knowledge of the Management Company and the Stockholderscollective bargaining agreement or Contract with any labor union, the Management Company is not trade organization or other employee representative body (other than any statutorily mandated agreement in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; andnon-U.S. jurisdictions); (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting the right of Union to compete in any line of business or to conduct business with any Person or in any geographical area, (B) obligating Union to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Union on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or similar agreement under which Union has granted a Person an exclusive geographical area or under which Union paid commissions less than $100,000 to such Person in the fiscal year ended March 31, 2014 or from whom Union received less than $100,000 from the sale of product to said Person in the fiscal year ended March 31, 2014; (vi) Contract pursuant to which Union or any of its Subsidiaries (i) licenses any material Intellectual Property from another Person that is used by Union or one of its Subsidiaries in the conduct of its business as currently conducted that could require payment by Union or any Subsidiary of royalties or license fees exceeding $100,000 in any twelve (12) month period, or (ii) licenses Union Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business; (vii) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the best knowledge borrowing of the Management Company money or extension of credit of $100,000 or more, other than (A) accounts receivables and the Stockholders, there is no existing breach payables and (B) loans to direct or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto exceptindirect wholly-owned subsidiaries, in each casecase in the ordinary course of business consistent with past practice; (viii) Contract providing for any guaranty by Union or any of its Subsidiaries of third-party obligations (under which Union or any of its Subsidiaries has continuing obligations as of the date hereof) of $100,000 or more, as would not have other than any guaranty by Union or any of its Subsidiaries’ obligations; (ix) Contract between Union, on the one hand, and any Affiliate of Union (other than a Subsidiary of Union), on the other hand; (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Union or its Subsidiaries; (xi) Contract under which Union and Union’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $100,000 during the current or a subsequent fiscal year; or (xii) Contract to enter into any of the foregoing. (b) Visor has been given access to a true and correct copy of all written Union Material Adverse EffectContracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Union Material Contract. (c) Except as set forth on Schedule 2.12would not, individually or in the aggregate, reasonably be expected to have a Union Material Adverse Effect, (i) Union is not in default under any Contract listed, or required to be listed, in Section 3.12(a) of the Union Disclosure Letter (each, a “Union Material Contract” and, collectively, the continuation“Union Material Contracts”) and (ii) to Union’s Knowledge, validity as of the date hereof, the other party to each of the Union Material Contracts is not in default thereunder. Each Union Material Contract is legal and effectiveness in full force and effect and is valid, binding and enforceable against Union and, to Union’s Knowledge, each other party thereto. As of each the date hereof, no party to any Union Material Contract will has given any written notice, or to Union’s Knowledge, any notice (whether or not be affected by written) of termination or cancellation of any Union Material Contract or that it intends to seek to terminate or cancel any Union Material Contract (whether as a result of the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRItransactions contemplated hereby or otherwise).

Contracts and Commitments. Schedule 4.13 hereto sets forth a complete and accurate list of: (a) Schedule 2.12 attached hereto contains Each Contract (other than open purchase orders) that involves the performance of services or the delivery of goods or materials by Eldorado and/or any Subsidiary of an amount or value in excess of $175,000; (b) Each Contract (other than open sales orders) that involves the performance of services for or the delivery of goods or materials to Eldorado and/or any Subsidiary of amount or value in excess of $175,000; (c) Each Contract that was not entered into in the ordinary course of business that involves expenditures or receipts in excess of $175,000; (d) Each license or other Contract with respect to the Eldorado Intellectual Property Rights other than with respect to commercially available software; (e) Each Contract for capital expenditures in excess of $175,000; (f) Each Contract or commitment relating to the borrowing of money or a trueline of credit or pursuant to which Eldorado and/or any Subsidiary has guaranteed any Indebtedness or obligation of any Person; (g) Each Contract with respect to environmental remediation at any facility or property now or formerly owned by Eldorado and/or any Subsidiary; (h) Each representative, complete and correct list of the following contracts and agreementsdistribution, whether written marketing or oral (collectively, the "Contracts"):sales agency Contract or commitment; (i) all management contracts Each Contract containing covenants limiting the freedom of Eldorado and/or any Subsidiary to which the Management Company is a partyengage in any line of business or to compete with any Person or covenants of another Person not to compete with Eldorado or any Subsidiary; (iij) all loan agreementsEach sole source supply Contract for the purchase of any material raw material, indentures, mortgages component or product that is otherwise not generally available and guaranties to which that is used in the manufacture of any Management Company is a party or by which product of the Management Company or any of its property is boundBusiness; (iiik) all pledges, conditional sale Each guaranty and indemnity by Eldorado and/or any Subsidiary to any Person in connection with the supply of components or title retention agreements, security agreements, personal property leases and lease purchase agreements raw materials to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRIBusiness; and (vl) any All other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company Contracts not otherwise described in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholdersthis Section 4.13, the Management Company has fulfilled all material obligations required pursuant absence, or existence, of which is reasonably likely to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iiim) To All Contracts with respect to the knowledge acquisition of any other entity, business, line of business or material amount of assets; (n) All Contracts (including, but not limited to, employment, severance, change of control or consulting) with executive officers of Eldorado or any of the Management Company Subsidiaries and each commission, agency and representative Contract (other than unwritten employment arrangements terminable at will without payment of any contractual severance or other amount); (o) Each Contract with respect to the Stockholderssharing of profits, revenues, losses, costs or liabilities of any Person or entity other than one or more of the Management Company is not Eldorado Entities; (p) Neither Eldorado nor any of the Subsidiaries is, or has received written notice that it is, in violation or breach of or default under any Contract, and no event has occurred which such Contract (or with the passage notice or lapse of time or giving both, would be violation or breach of notice or both would constitute default under any such a default, result in a loss Contract). Each of rights or result in Eldorado and each Subsidiary has complied with the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge provisions of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result above Contracts in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectall material respects. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list Set forth in Section 3.13(a) of the following contracts and agreementsCompany Disclosure Letter is each contract, arrangement, commitment or understanding (whether written or oral (collectively, oral) that the "Contracts"): Company or any Subsidiary is a party to or bound by as of the date of this Agreement (i) all management contracts to which the Management Company that is a party; “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) to the Company or any Subsidiary; (ii) all loan agreementsthat materially restricts the conduct of any material line of business by the Company, indenturesor the ability of the Company to operate in any geographic area; (iii) with or to a labor union (including any collective bargaining agreement); (iv) relating to indebtedness, mortgages and guaranties to which borrowed money or the deferred purchase price of property or any Management Company is a party or by which guarantee in respect of any indebtedness of any person (other than the Management endorsement of negotiable instruments for collection in the ordinary course of business); (v) between the Company or any of the Subsidiaries, on the one hand, and any of the Company’s stockholders (in their capacity as such), on the other hand; (vi) for the receipt or expenditure of more than $600,000 on an annual basis; (vii) relating to the lease, ownership or use of any material Intellectual Property Rights; (viii) relating to the lease, indefeasible right of use, or other similar right of the Company to utilize fiber in its business; (ix) interconnection agreements of the Company; (x) relating to the lease of any real property or the location of any of the Company’s equipment, in each case to the extent that such point of presence is bound;necessary to deliver, transport or route telecommunications traffic of the Company representing in excess of $50,000 of the Company’s monthly recurring revenue; and (xi) relating to or involving a partnership, joint venture or similar arrangement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Letter, is referred to as a “Material Contract.” (b) With such exceptions that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company or the applicable Subsidiary, as applicable, and, to the Knowledge of the Company, on each of the counterparties thereto, and is in full force and effect; (ii) the Company and each Subsidiary has performed all obligations required to be performed by it to date under each Material Contract; and (iii) all pledgesneither the Company nor any Subsidiary has received written notice of, conditional sale or title retention agreementsto the Company’s Knowledge, security agreementsknows of, personal property leases and lease purchase agreements to the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the Management Company is a party or by which part of the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default Subsidiaries under any Material Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct The Company has made available to Parent true and complete copies of all Contracts have previously been delivered agreements relating to rights of way, pole attachments, or other rights conveyed by municipalities or other Governmental Entities, or any other third parties, necessary for the Management Company to BRIcontinued use and operation of the Company’s telecommunications network.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described Except as disclosed in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid Company Reports filed since December 31, 2009 and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, the Company is not a party to, are not bound or affected by, and neither does not receive any benefits under, any agreement, contract or legally binding understanding, whether oral or written: (i) providing for (A) aggregate noncontingent payments by or to the Management Company nor in excess of $125,000 or (B) potential payments by or to the Company reasonably expected to exceed $250,000; (ii) limiting the freedom of the Company to engage in any Stockholder has line of business or sell, supply or distribute any reason service or product, or to believe that the Management Company will not be able compete with any entity or to fulfillconduct business in any geography, when due, all or to hire any individual or group of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; individuals; (iii) To that after the knowledge Effective Time would have the effect of limiting in any respect the freedom of Parent or any of its Subsidiaries to engage in any line of business or sell, supply or distribute any service or product, or to compete with any entity or to conduct business in any geography, or to hire any individual or group of individuals; (iv) providing for any joint venture, partnership or similar arrangement (other than research collaborations and license agreements); (v) involving any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest-rate or foreign currency protection contract; (vi) relating to the borrowing of money, the guarantee of any such obligation (other than trade payables and instruments relating to transactions entered into in the ordinary course of business), or the sale, securitization or servicing of loans or loan portfolios; (vii) with any directors, officers or stockholders that cannot be canceled by the Company within thirty (30) days’ notice without Liability; (viii) containing severance or termination pay Liabilities related to termination of employment; (ix) related to product supply, manufacturing, distribution or development, or the license of Intellectual Property, used in the business of the Management Company as currently conducted by the Company, to or from the Company (except for (A) standard biological material transfer agreements, (B) standard licenses purchased by the Company for generally available commercial software, and (C) agreements, contracts or understandings in which either the Stockholders, aggregate noncontingent payments to or by the Management Company are not in excess of $125,000 or the potential payment to or by the Company is not expected to exceed $250,000); (x) providing for any standstill restriction on the Company; (xi) providing for the disposition of an asset through licensing or otherwise involving consideration to the Company in breach excess of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result $50,000 (other than in the creation ordinary course of business consistent with prior practice); (xii) relating to any lienemployee collective bargaining agreement or other contract with a labor union; or (xiii) otherwise required to be filed as an exhibit to an Annual Report on Form 10-K, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to as provided by Rule 601 of Regulation S-K promulgated under the best knowledge Exchange Act. Each contract of the Management type described in this Section 3.16 is referred to herein as a “Company and the Stockholders, there is no existing breach or default by any other party to any Material Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.”

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 2.12 2.13(a) attached hereto contains hereto, and except for any Exempt Contract (unless a truesmaller dollar value is specifically provided below), complete and correct list of the following contracts and agreements, whether Company is not a party to or bound by any written or oral (collectively, the "Contracts"):oral: (i) all management contracts agreement, arrangement or contract with Pro-Fac, including, without limitation, relating to which services or functions that the Management Company provides to, conducts for, is a partyrequired to provide to or conduct for Pro-Fac or for Pro-Fac's benefit; (ii) all loan pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan, arrangement or practice, whether formal or informal; (iii) collective bargaining agreement or any other contract with any labor union, or severance agreement, program, policy or arrangement; (iv) settlement, conciliation or similar agreement; (v) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis (i) providing annual cash or other compensation in excess of $100,000, (ii) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby, (iii) providing any severance benefits or making any severance arrangements, or (iv) restricting its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without penalty or liability; (vi) contract or agreement involving any Governmental Entity; (vii) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or any letter of credit arrangements, or any guarantee therefor; (viii) agreement under which it has advanced or loaned any amount to any of its directors, officers and employees other than the advance or reimbursement of reasonable business expenses incurred or to be incurred in the ordinary course of business; (ix) lease or agreement under which the Company is (i) lessee of or holds or operates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $100,000 or (ii) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company, except for any lease of personal property under which the aggregate annual rental payments do not exceed $100,000; (x) contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company upon 60 or fewer days' notice without penalty or involving more than $500,000; (xi) agreements relating to the ownership of, Investments in or loans and advances to any Person (other than as contemplated by subclause (viii) above), including Investments in joint ventures and minority equity investments; (xii) agreement, contract or commitment or series of related agreements, indentures, mortgages and guaranties to which any Management Company is a party contracts or commitments for the purchase of assets by which the Management Company or any of its property is boundSubsidiaries involving consideration in excess of $250,000, except with respect to purchase of items of inventory in the ordinary course of business consistent with past custom and practice; (iiixiii) all pledgesagreement, conditional sale contract or title retention commitment or series of related agreements, security agreements, personal property leases and lease purchase agreements to which contracts or commitments for the Management Company is a party or sale of any asset by which the Management Company or any of its property is boundSubsidiaries involving consideration in excess of $250,000, except with respect to sales of items of inventory in the ordinary course of business consistent with past custom and practice and not involving delivery of such inventory more than six months after the date of such commitment; (ivxiv) all contractsagreement, agreements contract or commitment involving consideration in excess of $100,000 with respect to advertising, marketing or promotion (including slotting agreements) of the products of the Company and its Subsidiaries; (xv) warehouse agreement; (xvi) license, royalty, indemnification or other understandings agreement with respect to any material intangible property (including any Intellectual Property Rights); (xvii) agent, sales representative, sales or arrangements between the Management Company distribution agreement; (xviii) supply agreement and any stockholder agreement, contract or affiliate commitment or series of related agreements, contracts or commitments with the same party or group of affiliated parties for the purchase of a minimum volume of products or services involving more than $500,000, and Schedule 2.13(a) shall specify the minimum amount to be purchased or rendered thereunder on an annual basis; (xix) co-pack agreement; (xx) power of attorney or other similar agreement or grant of agency; (xxi) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including, without limitation, any nondisclosure or confidentiality agreements, any non-competition or similar agreements that restrict the geographic or operational scope of the Management Company's or any of its Subsidiaries' business or the ability of the Company except those described or any of its Subsidiaries to enter into any new line of business, any right of first offer or first refusal with respect to the sale of any asset, any division or any business of the Company or any of its Subsidiaries, or any contract or agreement prohibiting the Company or any of its Subsidiaries from granting any rights or conducting any business; or (xxii) other agreement which is material to its operations and business prospects or involves a consideration in excess of $1,000,000 annually, whether or not in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Companyordinary course of business. (b) Except as All of the contracts, agreements and instruments set forth or required to be set forth on Schedule 2.12 attached hereto:2.13 (ia) each Contract is a valid attached hereto (the "Material Contracts") are valid, binding and binding agreement of the Management Company, enforceable against the Management Company in all material respects in accordance with its their respective terms. Subject to obtaining the consents listed on Schedule 2.4 attached hereto, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement each of the other parties thereto; (ii) To the knowledge Material Contracts shall be in full force and effect without penalty in accordance with their terms upon consummation of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management transactions contemplated hereby. The Company is not neither in default under, nor in breach of, nor in receipt of any claim of default or default breach under any Material Contract, and ; no event has occurred which with the passage of time or the giving of notice or both would constitute such result in a default, result in a loss breach or event of rights or result in noncompliance by the creation Company under any Material Contract; and neither the Company nor Pro-Fac has any Knowledge of any lien, charge existing or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing threatened breach or default cancellation or anticipated breach or cancellation by any the other party or parties to any Contract, and no event has occurred Material Contract to which with the passage of time or giving of notice or both would constitute Company is a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12The Company has made available to Buyer a true, the continuation, validity complete and effectiveness correct copy of each Contract will not be affected by the Merger written Material Contract, together with all amendments, waivers or other changes thereto (d) Trueall of which amendments, correct waivers or other changes thereto have been made available to Buyer), and complete copies has provided to Buyer a written description of all Contracts have previously been delivered by the Management Company to BRIany oral material contract.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct accurate list of the following contracts and all contracts, agreements, commitments, instruments and obligations (whether written or oral oral, contingent or otherwise) of, or otherwise binding the Assets and/or the business of, BPC concerning the following matters (collectively, the "ContractsSeller Agreements"): (i) all management contracts to which the Management Company is a partylease, as lessee or lessor, or license, as licensee or licensor, of any real or personal property (tangible or intangible); (ii) all loan agreementsthe employment or engagement of any officer, indenturesdirector, mortgages employee, consultant or agent, other than those terminable at will without severance obligation, and guaranties any covenant not to which compete with any Management Company is a party or by which the Management Company or any of its property is boundformer employees; (iii) all pledgesany relationship or arrangement that requires financial payments in excess of $25,000.00, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is performance over a party or by which the Management Company or any period of its property is boundmore than 30 days; (iv) all contracts, agreements or other understandings or arrangements between any arrangement limiting the Management Company and any stockholder or affiliate freedom of the Management Company except those described Sellers or BPC to compete in any manner in any line of business or requiring the Financial Statements Sellers or in writing BPC to BRI; andshare profits; (v) any other arrangement that could reasonably be anticipated to have a material agreement adverse effect on BPC's condition (financial or contract entered into otherwise), Assets, Liabilities, business or operations; (vi) any material arrangement not in the ordinary course of business; (vii) any power of attorney, whether limited or general, granted by the Management CompanyBPC; and (viii) any arrangement with customers, patients, managed care organizations, third party payors, pharmacy benefit managers or drug suppliers. (b) The Sellers have delivered to Buyer true and complete copies of all of the Seller Agreements. Except as set forth indicated on Schedule 2.12 attached hereto: 2.12, the Seller Agreements are valid and binding in accordance with their terms, and there is not under any of such Seller Agreements (i) each Contract is any existing or claimed default by BPC or event which, with the notice or lapse of time, or both, would constitute a valid and binding agreement of the Management Companymaterial default by BPC, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; or (ii) To to the knowledge Knowledge of the Management Company and the StockholdersSellers, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of existing or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or claimed default by any other party to any Contract, and no or event has occurred which with the passage of time or giving of notice or both lapse of time, or both, would constitute a material default by any such other party. There is no actual or, result in a loss to the Knowledge of rights the Sellers, threatened termination, cancellation or result in the creation limitation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as Seller Agreements that would not have a Material Adverse Effectmaterial adverse effect on BPC's condition (financial or otherwise), Assets, Liabilities, business or operations. To the Knowledge of the Sellers, there is no pending or threatened bankruptcy, insolvency or similar proceeding with respect to any other party to the Seller Agreements. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. 3.1 The Company is not a party to or subject to any obligation, contract, arrangement, transaction or understanding (other than in relation to any property, lease or contract of employment) which: (a) Schedule 2.12 attached hereto contains a true, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described not in the Financial Statements or in writing to BRIordinary and usual course of business; and (v) any other material agreement or contract entered into by the Management Company.or (b) Except as set forth is not wholly on Schedule 2.12 attached hereto:an arm's length basis; or (ic) each Contract is of a valid and binding agreement of the Management Companylong term nature (that is, enforceable against the Management Company unlikely to have been fully performed, in accordance with its terms, and neither more than six months after the Management date of Completion or incapable of termination by the Company nor within six months of Completion; or (d) restricts its freedom to carry on its business in any Stockholder has any knowledge part of the world in such manner as it thinks fit so as to have a material adverse effect on the Company; or (e) is of a loss making nature (that such Contract is known to be likely to result in loss on completion of performance) which is material to the Company in the context of the Business as a whole; or (f) cannot readily be fulfilled or performed on time without undue or unusual expenditure of money or effort; or (g) requires the Business to reveal confidential information, gross margin or profits, or to otherwise share sensitive or confidential information with a supplier or customer that is not normally shared in such transactions; or (h) contains any antidiscrimination pricing or other provision requiring the Company to offer or adjust any pricing to any customer to the lowest pricing offered to another customer, except paragraphs (c) and (e) and shall not apply in the case of orders that have been received by the Company on or before Completion. 3.2 During the last 12 months, no significant customer of or any significant supplier to the Company has ceased to deal with the Company or has indicated to the Company an intention to cease to deal with the Company, either in whole or in part, or on materially different terms, and, so far as the Sellers are aware, no such person has indicated that they are likely to cease to deal with the Company or deal with the Company on a materially smaller scale or (in writing) on materially different terms. For the purposes of paragraph 3.4 (a) a "significant customer" is a customer who has accounted for more than 5 per cent of turnover in any of the 2006 and 2007 calendar years and a significant supplier is a supplier who has accounted for more than 5 per cent of operating costs in any of the 2006 and 2007 calendar years. (a) The Company is not nor has been party to any contract arrangement or understanding material to the Business with any current or former employee or current or former director or officer or any current or former Consultant of the Company or any person connected (as defined in section 252 and 253 of the Companies Act 2006) with any of such persons, or in which any such person as aforesaid is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary and usual course of business. (b) There are no existing contracts or arrangements between or involving the Company and any of the Sellers and/or any person connected with any of them. (c) Any existing contracts or arrangements between or involving the Company and any of the Sellers and/or any person connected with any of them, together with any outstanding liabilities, shall be terminated and settled at or prior to Completion. 3.4 So far as the Sellers are aware: (a) all the contracts in respect of significant customers or significant suppliers to which the Company is a party are valid and binding agreement obligations of the other parties thereto; (ii) To thereto and the knowledge of terms thereof have been materially complied with by the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectcontracts. (cb) Except as set forth on Schedule 2.12no notice of termination or of intention to terminate has been received in respect of any such contracts and there are no grounds for rescission, avoidance or repudiation of any of such material contracts. 3.5 The Company has not, nor has agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association (other than a recognised trade association in relation to the continuationCompany has a liability or obligation except for the payment of annual subscription or membership fees). 3.6 The Company has not applied for or received any grant, validity allowance, and effectiveness of each Contract will not be affected by / or subsidy from any supranational, national or local authority or government agency during the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRIlast six years.

Contracts and Commitments. (a) Disclosure Schedule 2.12 2.16, Contract Commitments, which is attached hereto hereto, contains a true, complete and correct list of each contract and commitment of the following contracts Seller that is material to the operations, assets, and agreementsbusiness or financial condition of the Company or that by its terms can reasonably be expected to require future payment by or to the Company of $10,000 or more, whether written or oral (collectively, including but not limited to the "Contracts"):following: (i) all management All employment contracts and commitments between the Company and its employees, other than those terminable by the Company at will and without payment or penalty; (ii) All collective bargaining agreements and union contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledgesAll contracts or commitments, conditional written or oral, with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in the sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which distribution of the Management Company is a party Company's products or by which the Management Company or any of its property is boundservices; (iv) All purchase orders issued by the Company in excess of $20,000, all contracts, agreements sales orders received by the Seller in excess of $25,000 and all purchase or other understandings sales orders that call for delivery or performance on a date more than one year from the date of this Agreement; (v) All contracts and arrangements between the Management Company or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an "Affiliate"); (vi) All contracts and any stockholder arrangements, written or affiliate oral, under which the Company is either a bailor or bailee including without limitation contracts for the bxxxxxxt of Aircraft; (vii) All agreements pursuant to which the Management Company except those described in the Financial Statements acquired its Trade Name or in writing to BRIa substantial portion of its assets; and (vviii) any All other material agreement contracts and commitments of the Company (excluding leases for the purpose of this Section 2.16(a)) and instruments reflecting obligations for borrowed money or contract entered into by the Management Companyfor other indebtedness or guarantees thereof. (b) Except At the Purchaser's request, the Seller shall deliver or cause to be delivered to the Purchaser full and complete copies of the documents identified above and all such other agreements and instruments as set forth on Schedule 2.12 attached hereto:the Purchaser may reasonably request. (ic) each Contract The Seller is not a party to any written agreement that would restrict it from carrying on any line of business anywhere in the world. (d) Each of the contracts listed on Disclosure Schedule 2.16 is valid and binding agreement binding, and each of the Management Companycontracts binding on the Company (whether or not listed on Disclosure Schedule 2.16) has been entered into in the ordinary course of business. To Seller's knowledge, enforceable against neither the Management Company nor any other party hereto is in accordance with its termsdefault under or in breach or violation of, and neither the Management Company nor any Stockholder other party hereto has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of received notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge asserted claim of the Management Company and the Stockholders, there is no existing breach or default by any other party to under, or a breach or violation of, any Contractof the contracts, agreements, and no event has occurred which commitments described in this Section 2.16, including without limitation, any licensing or usage agreements with respect to the passage of time technology that the Company now uses or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectcurrently intends and plans to use. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. Except as set forth on Schedule 4.12 of the Disclosure Schedule: (a) Schedule 2.12 attached hereto contains a trueThe Company does not have any agreements, complete contracts, or commitments, written or oral, which either individually or in conjunction with other agreements, contracts or commitments with the same party, and correct list in connection with the same matter, relate to commitments in excess of $25,000 per annum or are otherwise material to its business, operations or prospects; (b) To the knowledge of the following contracts Seller Parties, no contract or bid is anticipated to result in any loss to the Company upon completion or performance thereof, and no contract or bid is at prices materially above or below the usual prices of the Company for the same or similar products or services; (c) The Company does not have any outstanding contracts, agreements or arrangements (i) providing for the payment of any salary, bonus or commission based on sales or earnings or (ii) with any Related Person; (d) The Company does not have any (i) employee non-competition agreements, whether written or oral (collectively, ii) agreements or policies that contain any severance or termination pay liabilities or obligations; (e) The Company does not have any collective bargaining or union contracts or agreements; (f) The Company is not restricted by any agreement or other commitment from carrying on its business as currently conducted anywhere in the "Contracts"):world; (g) The Company does not have any obligations for Indebtedness; (h) The Company does not have any outstanding loans to any Person (other than travel and entertainment advances to Employees in the ordinary course of business); (i) all management contracts The Company does not have any powers of attorney outstanding or any obligations or liabilities as guarantor, surety, co-xxxxxx, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other Person; (j) The Company is not a party to any partnership or joint venture agreement whether or not a separate legal entity is created thereby; (k) The Company is not a party to any agreement (i) relating to the lease or similar arrangement of any machinery, equipment, motor vehicles, furniture, fixture or similar property, (ii) to which any federal, state or local Governmental Entity or authority is a party, (iii) pursuant to which the Management Company is a partyor may be obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets or stock of other Persons, (iv) relating to the sale or other disposition of any of its assets or Property or other rights other than with respect to obsolete equipment, or (v) that would obligate the Company to repair, replace, accept the return of or make any refund in respect of any product or service sold or performed by the Company; (iil) all loan agreementsThe Company is not in breach or default, indenturesand there is no basis for any valid claim or breach or default, mortgages and guaranties under any contract, license agreement, commitment or restriction (whether written or oral) to which any Management the Company is a party or by which the Management Company or any of its property assets are bound and, there exists no event or condition which (whether with or without notice, lapse of time, or both) would constitute a default thereunder, give rise to a right to accelerate, modify or terminate any provision thereof or give rise to any Encumbrance on its Property or assets or a right to any additional or guaranteed payments; and to the knowledge of the Seller Parties, no other party to any such contract, agreement or commitment is boundin breach or default thereof; (iiim) all pledges, conditional sale or title retention agreements, security agreements, personal property leases Each contract and lease purchase agreements agreement referred to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract 4.12 is valid and in full force and effect and constitutes a legal, valid and binding agreement obligation of the Management CompanyCompany and, to the knowledge of the Seller Parties, the other parties thereto, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is will not a cease to be valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company in full force and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed effect after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse EffectClosing Date; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct accurate and complete copies of thereof, together with all Contracts amendments thereto, have previously been heretofore delivered by the Management Company to BRIBuyer.

Contracts and Commitments. (a) The Disclosure Schedule 2.12 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral oral, which relate to AES (collectively, the "Material Contracts"): (i) all management contracts contracts, agreements, commitments, purchase orders (other than merchandise deliveries to customers in the normal course of business upon standard terms) or other understandings or arrangements to which the Management Company AES is a party; (ii) all loan agreementsagency, indenturesdistributor, mortgages sales representative and guaranties similar agreements to which any Management Company AES is a party or by which the Management Company or any of its property is boundparty; (iii) all pledgesleases, conditional sale whether operating, capital or title retention agreementsotherwise, security agreements, personal property leases and lease purchase agreements to under which the Management Company AES is a party lessor or by which the Management Company or any of its property is bound;lessee; and (iv) all contractsany licensing agreements, franchise agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management CompanyAES. (b) Except as set forth on Schedule 2.12 attached heretothe Disclosure Schedule: (i) each Contract contract or agreement, whether written or oral, which relates to AES (collectively, the "Contracts") is a valid and binding agreement of the Management CompanyAES, enforceable against the Management Company AES in accordance with its terms, and neither the Management Company nor any Stockholder Seller has any no knowledge that such any Contract is not a valid and binding agreement of the other parties thereto;: (ii) To AES has (and to Seller's knowledge the knowledge of the Management Company and the Stockholders, the Management Company has other party has) fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse EffectClosing Date; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company AES is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and(an "Inchoate Default"); (iv) to the best knowledge of the Management Company and the StockholdersAES, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default Inchoate Default by any such other party; (v) neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with, or result in a loss of rights violation or result in the creation breach of any lienprovision of, charge or encumbrance thereunder give any Person the right to declare a default or pursuant thereto exceptexercise any remedy under, in each caseor to accelerate the maturity or performance of, as would not have a Material Adverse Effect.or to cancel, terminate, or modify, any Contract; (cvi) Except as set forth on Schedule 2.12, there are no Contracts between the continuation, validity Company and effectiveness Seller or any affiliate of each Contract will not be affected by the MergerSeller; and (dvii) TrueSeller has not received written notice, correct and complete copies of all Contracts nor does it have previously been delivered by the Management Company knowledge, that any party to BRIa Contract intends to cancel, terminate or renew such Contract or to exercise or decline to exercise any option or right hereunder.

Contracts and Commitments. (a) Schedule 2.12 attached hereto 3.22(a) contains a true, complete and correct list of the following contracts all written Contracts, other than leases, employment agreements and insurance-related agreements, including term sheets and letters of intent regarding the same, (i) to which the Company is a party, and (ii) which, whether written by reason of their nature, term, scope, amounts or oral otherwise, (1) are of material importance to the Company's business, profits or assets, (2) which involve annual payments of more than CHF 100,000, except purchase orders in the ordinary course of business, (3) are not in the ordinary course of business, (4) restrict the business of the Company in any way (whether by exclusivity, non-competition, non-solicitation, most favored terms or otherwise), (5) establish a joint venture, partnership or other similar type of arrangement, (6) grant resale, distribution, marketing rights to a Third Party with respect to any Intellectual Property owned or purported to be owned by the Company or any Products, (7) grant a Third Party a right of first refusal, option, power of attorney or other right with respect to any of the Company's assets, or (8) contain change of control clauses or would be breached or terminated as a result of the Transactions (collectively, the "Material Contracts"):). (ib) All of the Material Contracts are valid, binding and currently in full force and effect. The Company is not in material default under, or breach of, any of the Material Contracts, and, to the Best Knowledge of the Seller, no Third Party that is subject to a Material Contract with the Company is in breach of that contract and to, the Best Knowledge of the Seller, no event has occurred which would constitute a material default by the Company, or give rise to a right of termination or cancellation by another party under any of the Material Contracts or would trigger a Material Contract to be materially adversely modified (except for the Signing or Closing with respect to the Material Contracts containing a change of control clause). (c) The execution, delivery, completion and performance of this Agreement, any agreements provided for the performance of this Agreement and any agreements provided for in this Agreement, as well as all management contracts other documents to be entered into in connection with this Agreement, do not and will not relieve any other party to a Material Contract or enable that party to rescind or terminate its rights or obligations under that Material Contract, other than the agreements identified in Schedule 3.2(i), which contain change of control provisions. No other Contract to which the Management Company is a party;party contains a change of control provision. (iid) all loan agreementsNo counter-party under any Material Contract has any present claim for indemnification against the Company, indenturesincluding claims with regard to compensation in the event of termination of its agreement, mortgages and guaranties arrangement or commitment with any of the Company. (e) All Contracts to which any Management Company is or was during the last 5 years a party comply in all material respect with all applicable anti-trust and competition Laws. (f) There is no agreement (non-competition, exclusivity, non-solicitation or otherwise), commitment, Judgment to which the Company is a party or otherwise binding upon the Company which, by which its terms, has the Management Company effect of prohibiting or materially impairing any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate business practice of the Management Company except those described in the Financial Statements Company, any acquisition of property (tangible or in writing to BRI; and (vintangible) any other material agreement or contract entered into by the Management Company, the conduct of business by the Company to engage in any line of business or to compete with any Person. (bg) Except as set forth on Schedule 2.12 attached hereto: (i) each The Company has not entered into any Contract under which the Company is a valid and binding agreement restricted from selling, licensing, or otherwise distributing any of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor Intellectual Property or any Stockholder has any knowledge that such Contract is not a valid and binding agreement Products of the other parties thereto; (ii) To the knowledge Company or from providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the Management Company and the Stockholders, the Management Company has fulfilled all market in any material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectway. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) To the extent not listed on Schedule 2.12 attached 2.1B or Schedule 2.1D, ------------- ------------- Schedule 2.1F hereto contains a true, complete lists and correct list briefly describes all Material Contracts related ------------- to the operation of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts Business to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company SELLER is a party or by which the Management Company it or any of its property assets or properties are bound (true and correct copies of each of which have been previously delivered to BUYER). Each Material Contract (whether disclosed on Schedule 2.1B, Schedule 2.1D, Schedule 2.1F or otherwise) is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases in ------------- ------------- ------------- full force and lease purchase agreements to which effect and embodies the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements complete understanding between the Management Company and any stockholder or affiliate of parties thereto with respect to the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) subject matter thereof. Except as expressly set forth on Schedule 2.12 attached hereto: 2.1F, (i) there exists no material default or claim ------------- thereof by any party to any Material Contract, (ii) there are no facts or conditions which, if continued or noticed, would result in a default having an Adverse Effect under any Material Contract, (iii) SELLER has not received any notice that any person intends to cancel, modify or terminate any Material Contract, or to exercise or not to exercise any options thereunder, (iv) SELLER has not given any notice of cancellation, modification or termination of any Material Contract or of exercise or non-exercise of any options thereunder, (v) each Material Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, terms and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement (vi) no consent or approval of the other parties thereto; (ii) To to any Material Contract or any person pursuant to any Material Contract is required for the knowledge consummation of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it transactions contemplated herein except as set forth on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when duesaid Schedule, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect;been obtained and are in full force and effect. (iiib) To the knowledge of the Management Company and the Stockholders, the Management Company SELLER is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contractcontract for goods or services or any lease with any officer, and no event has occurred which with the passage director, shareholder, employee or agent of time SELLER or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation any Affiliate of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectsuch person. (c) Except No purchase or sale commitments by SELLER are in excess of the normal, ordinary and usual requirements of the Business; SELLER has no outstanding power of attorney to any person, firm or corporation for any purpose whatsoever; SELLER is not restricted by law or agreement from carrying on its Business anywhere in the world; no officer, director, shareholder or Affiliate of SELLER has any financial interest, direct or indirect, in SELLER's suppliers or customers; except as set forth on Schedule 2.126.12(c) hereto, the continuation, validity and effectiveness of each Contract will not be affected by the MergerSELLER grants no ------------- discounts or rebates to its customers. (d) True, correct and complete copies SELLER has not made any other contract or agreement or granted any option to sell or otherwise transfer all or a significant part of the capital stock or Assets of SELLER. (e) The Customer Deposits (as defined in Section 3.1(e)) are all Contracts have previously been delivered amounts owed to customers of SELLER as a result of amounts held by the Management Company to BRISELLER as a customer deposit.

Contracts and Commitments. (a) Schedule 2.12 4.19 attached hereto contains a true, complete and correct list of lists the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts other agreements currently in effect to which the Management an Acquired Company is a party;: (a) any contracts, commitments, arrangements or understandings which (i) may involve the expenditure by an Acquired Company after the Closing Date of more than $150,000 for any individual contract, commitment, arrangement or understanding, (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party was not entered into in the ordinary course of business or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management is not terminable by an Acquired Company is by notice of not more than sixty (60) days for a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) cost less than $150,000. Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid 4.05(a), and binding agreement with respect to the transactions contemplated by Section 6.01(b), to Seller's knowledge with respect to such transactions, the legal enforceability after the Closing of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement rights of the other parties theretoAcquired Companies under any contracts, commitments, arrangements or understandings to which they are a party will not be affected in any manner by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (iib) To the knowledge any agreement under which it has advanced or loaned any amount to any of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all members of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effectboard of directors or similar governing body, its officers or its employees; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth any agreement containing a covenant of Seller or any Acquired Company not to compete or any other restriction on Schedule 2.12, Seller's or any Acquired Company's ability to conduct the continuation, validity and effectiveness of each Contract will not be affected by the MergerMusic Business; (d) Trueany agreement, contract or other instrument under which (i) any Person has directly or indirectly guaranteed or become surety for indebtedness, liabilities or obligations of an Acquired Company, or (ii) an Acquired Company has directly or indirectly guaranteed or become surety for indebtedness, liabilities or obligations of any Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (e) any agreement, contract or other instrument under which an Acquired Company has, directly or indirectly, made any advance, loan, extension of credit (other than an account receivable) or capital contribution in excess of $150,000 to, or other investment in, any Person; (f) any agreement or instrument providing for indemnification of any Person with respect to liabilities relating to any current or former business of an Acquired Company or any predecessor Person; or (g) except as provided in Section 4.18, any other agreement, contract or instrument that is material to the operation of the Music Business. Seller has delivered or made available to Buyer a correct and complete copies copy of all Contracts have previously been delivered by each written agreement listed in Schedule 4.19 attached hereto and a written summary setting forth the Management Company material terms and conditions of each oral agreement referred to BRIin Schedule 4.19.

Contracts and Commitments. Except as set forth in Section 3.16 of the Disclosure Schedule: (a) Schedule 2.12 attached hereto contains Seller is not a trueparty to or bound by any written or binding agreements, complete contracts or commitments, which are material to the Business, Seller's operations or prospects (for purposes of this Section 3.16(a), an agreement, contract or binding commitment shall be deemed to be material if it (i) shall call for the expenditure of $1,000 or more in any 12-month period, or (ii) shall not be terminable according to its terms without liability on not more than 30 days' notice); (b) no purchase contract, contract for the performance of services or other written or binding bid or commitment of Seller (i) continues for a period of more than three (3) months from the date hereof and correct list is not terminable by Seller according to its terms without liability on not more than 30 days' notice; (ii) is in excess of the following normal, ordinary and usual requirements of the Business; (iii) is with any Affiliate of Seller; (iv) has been prepaid in whole or part; and/or (v) has had any delivery thereunder requested to be delayed to a date past the Closing Date; (c) Seller is not a party to or bound by any contracts, agreement or arrangements: (i) with any federal, state, local or foreign government, or any governmental or quasi-governmental agency, board, bureau, authority or commission, or any utility company except for customer contracts and entered into in the ordinary course of business, (ii) with any charitable organization, (iii) with any officer or director of the Seller or any Affiliate of the Seller or members of the immediate family of the foregoing (a "Related Person") or (iv) providing for the payment of any bonus or commission, whether based on sales or earnings or otherwise; (d) Seller is not a party to or otherwise bound by any written or binding (i) employment agreements, (ii) non-competition agreements or (iii) any other agreements, practices or understandings that contain or will impose on Buyer any severance or termination pay liabilities or obligations; (e) Seller is not a party to or bound by any (i) collective bargaining or union contracts or agreements or (ii) material practices or understandings with any of employees which will be binding on Buyer and are not embodied in a written collective bargaining or union contract or other written agreement listed in Section 3.16 of the Disclosure Schedule; (f) Seller is not in default, nor to Seller's knowledge is there any basis for any valid claim of default against Seller, and to the best of Seller's knowledge no other party is in default, under any contract, agreement, commitment or restriction which is an Assumed Obligation, and no event of default has occurred which (whether written with or oral without the giving of notice, lapse of time, or both, or the happening or occurrence of any other event) would constitute a default thereunder; (collectivelyg) Seller is not a party to or bound by any consulting agreement; (h) Except pursuant to the Agreement dated May 12, 1997, by and between Seller and Case Corporation, Seller is not restricted by any agreement from carrying on the "Contracts"):Business anywhere in the world; (i) all management contracts Seller is not a party to which or bound by any outstanding powers of attorney (except for powers of attorney issued to customs brokers in the Management Company is a partyordinary and usual course of business) or any other outstanding obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other person, corporation, partnership, joint venture, association, organization or other entity; (iij) all loan agreements, indentures, mortgages and guaranties to which any Management Company Seller is not a party to or bound by which the Management Company any partnership or joint venture agreement, or any of its property is boundwritten or binding oral royalty, distribution, agency, territorial or license agreement; (iiik) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements There are no credit cards issued to which the Management Company is a party or by which the Management Company or any of its property Sellers employees or for which Seller is bounddirectly liable and for which any liability will be sought to be imposed on Buyer; (ivl) all contracts, agreements Seller is not a party to or other understandings bound by any barter or arrangements between the Management Company and counter trade agreement; (m) Seller is not a party to or bound by any stockholder cooperative advertising agreement or affiliate of the Management Company except those described in the Financial Statements or in writing arrangement; (n) Seller has no debt obligation for borrowed money; (o) Seller has no outstanding loans to BRIany person; and (vp) any other material agreement There are no outstanding sales contracts, commitments or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: bids of Seller which (i) each Contract is continue for a valid and binding agreement period of more than six (6) months from the Management Companydate hereof, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part were entered into more than six (6) months prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not or (iii) have a Material Adverse Effectbeen prepaid in whole or part; (q) all contracts, agreements, and leases, referred to in Section 3.16 of the Disclosure Schedule (i) are valid and in full force and effect, (ii) will, except for the obtaining of any consents listed in Section 3.23 of the Disclosure Schedule that shall not have been obtained by the Closing, continue to be so on the same terms and conditions immediately after the Closing without the need for any action on the part of Buyer, other than Buyer's performance of the Assumed Obligations and, where specifically and expressly set forth in Section 3.7 of the Disclosure Schedule, execution of documents and instruments in connection with such assignment, and, (iii) To reflect the knowledge of complete understanding among the Management Company and the Stockholders, the Management Company is not parties thereto in breach of or default under any Contract, and no event has occurred which connection with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effectsubject matter thereof; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct true and complete copies of each thereof, including all Contracts amendments thereto, have previously been delivered to Buyer at or prior to the date hereof (regarding material contracts) and will be delivered by the Management Company to BRIClosing (for all others).

Contracts and Commitments. (a) Schedule 2.12 attached Attached hereto contains as SCHEDULE 5.1.20 is a true, complete list and correct list brief description of the following contracts and agreements, whether all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisers and customers, and service agreements) to which GSLLC and the Corporation are a party or by which GSLLC or the Corporation or their respective properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, $5,000 or more (collectively, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) ). Except as set forth on Schedule 2.12 attached hereto: SCHEDULE 5.1.20, (i) each Contract is a valid and binding agreement all of the Management CompanyContracts are valid, binding and enforceable against the Management Company and in full force and effect in accordance with its their respective terms, and neither the Management Company nor any Stockholder has any knowledge there is no existing default that such Contract is not a valid and binding agreement of would permit the other parties thereto; (ii) To party to a Contract to terminate the knowledge of the Management Company and the StockholdersContract, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of perform its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge Contract or accelerate payment of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contractmoney, and no event has occurred which condition exists that, with the passage notice or lapse of time or giving of notice or both would constitute such a defaultboth, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default under any Contract by GSLLC or the Corporation or any other party under any Contract; (ii) all of the respective parties' contracts and obligations under all Contracts accrued to the date hereof have been performed; (iii) no party has made or asserted or has any defense, setoff or counterclaim under any Contract; (iv) neither GSLLC nor the Corporation has notice that any party under any Contract has exercised any option granted to it to cancel or terminate its Contract, to shorten the term of its Contract or to renew or extend the term (other than automatic renewals) of the Contract, (v) neither GSLLC nor the Corporation has received any notice (written or otherwise) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Contracts; and (vi) no Contract is the subject of, or has been threatened to made the subject of, any arbitration, suit or other legal proceeding. Except as noted on SCHEDULE 5.1.20, every Contract listed on such other party, result in a loss of rights schedule may be assigned or result in otherwise transferred pursuant to this Agreement or the creation transactions contemplated hereby without the consent of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) third party. Except as set forth on Schedule 2.12SCHEDULE 5.1.20, none of the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by provisions in them which would allow the Management Company other party to BRIterminate said Contract because of the transactions contemplated herein and none of the other parties have informed GSLLC or the Corporation that the transactions contemplated herein may result in the other party's termination of said Contract or ceasing to do business with GSLLC or the Corporation.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list Section 4.14(a) of the following contracts and agreementsCompany Disclosure Schedule identifies each Company Contract that is material to the Company, whether written or oral (collectively, the "Contracts"):including: (i) each material contract for the purchase or lease of personal property with any supplier or for the furnishing of any services to the Company; (ii) all management leases and subleases of real property; (iii) all material contracts and agreements relating to Indebtedness, other than trade Indebtedness of the Company; (iv) all contracts and agreements with Governmental Entity to which the Management Company is a party; (iiv) all loan contracts and agreements that limit or purport to limit the ability of the Company to compete in any line of business or with any Person in any geographic area or during any period of time; (vi) all contracts containing confidentiality requirements (including non-disclosure agreements); (vii) all contracts and agreements between or among the Company on the one hand and any officer, indentures, mortgages and guaranties to director or shareholder of the Company or any affiliate of such Person on the other hand; (viii) any other material agreement of the Company which any Management is terminable upon or prohibits a change of ownership or control of the Company is a party or as contemplated by which this Agreement; (ix) all contracts with financial advisers for the Management sale of the Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRIassets; and (vx) any all other material agreement contracts and agreements, whether or contract entered into by not made in the Management Companyordinary course of business, that contemplates an exchange of consideration with an aggregate value of greater than $20,000. (b) Except as set forth on Schedule 2.12 attached hereto:identified in Section 4.14(a) of the Company Disclosure Schedule, all Company Contracts are in writing. The Company has made available to Parent accurate and complete copies of all written Company Contracts referred to in Section 4.14(a) of the Company Disclosure Schedule, including all amendments thereto, and has provided to Parent a complete and accurate written description of each such Company Contract that is not written. (ic) each Each Company Contract is a valid and binding agreement of in full force and effect, and is enforceable by the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management . The Company is not in breach of or default under any Company Contract, and (i) to the Company's knowledge, no Person has violated or breached, or declared or committed any default under, any Company Contract; (ii) no event has occurred which occurred, and no circumstance or condition exists, that likely would (with the passage of time or giving of without notice or both would constitute such a default, lapse of time) (A) result in a violation or breach in any material respect of any of the provisions of any Company Contract, (B) give any Person the right to declare a default or exercise any remedy or hinder any Company Contract, (C) give any Person the right to accelerate the maturity or performance of any Company Contract or (D) give any Person the right to cancel, terminate or modify any Company Contract; and (iii) the Company has not waived any of its material rights under any Company Contract. No party to any Company Contract has notified the Company or made a claim to the effect that the Company has failed to perform an obligation thereunder. (d) To the Company's knowledge, each Person against which the Company has or may acquire any rights under any Company Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and liabilities to the Company. (e) The Company has never guaranteed or otherwise agreed to cause, insure or become liable for, and has never pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person except in the ordinary course of business. The Company has never been a party to or bound by (i) any joint venture agreement, partnership agreement, profit sharing agreement, cost sharing agreement, loss sharing agreement or similar contract or (ii) any contract that creates or grants to any Person, or provides for the creation or grant of, any stock appreciation right, phantom stock right or similar right or interest. (f) The performance of rights or the Company Contracts will not result in any violation of or failure to comply with any Legal Requirement. (g) No Person is materially renegotiating, nor has the creation contractual right to renegotiate, any amount paid or payable to the Company under any material Company Contract or any other material term or provision of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; andmaterial Company Contract. (ivh) to the best knowledge Section 4.14(h) of the Management Company Disclosure Schedule identifies and provides an accurate and brief description of each proposed material contract as to which any bid, offer, written proposal, term sheet or similar document has been submitted or received by the StockholdersCompany that would commit the Company to provide services and is outstanding. (i) To the Company's knowledge, there is no existing breach plan, intention or default by indication of any other contracting party to any ContractCompany Contract to cause the termination, and no event has occurred which with cancellation or modification of such Company Contract or to reduce or otherwise change its activity thereunder so as to adversely affect the passage of time benefits derived or giving of notice or both would constitute a default expected to be derived therefrom by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse EffectCompany. (cj) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each There is no Company Contract will not be affected that automatically terminates or allows termination by the Merger (d) True, correct and complete copies other party upon consummation of all Contracts have previously been delivered any of the transactions contemplated by this Agreement or any of the Management Company to BRIother Transactional Agreements.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list Neither the Company nor any of the following contracts and agreementsSubsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral (collectively, the "Contracts"): oral) (i) all management contracts to which the Management Company that is a party; "material contract" (iias such term is defined in Item 601(b)(10) all loan agreements, indentures, mortgages and guaranties of Regulation S-K promulgated under the Securities Act) to which any Management Company is a party be performed after the date of this Agreement that has not been filed or incorporated by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described reference in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part Reports filed prior to the date hereof, (ii) that materially restricts the conduct of any material line of business by the Company, or the ability of the Company to operate in any geographic area or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business material to the Company or to operate in any geographical area, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) relating to the borrowing of money or any guarantee in respect of any indebtedness of any person (other than the endorsement of negotiable instruments for collection in the ordinary course of business), (v) that restricts competition or pricing (including "most favored nations" or similar provisions) or (vi) between the Company and any of the Subsidiaries, on the one hand, and any of the Company's stockholders (in their capacity as such), on the other hand. In addition, neither the Company nor any of the Subsidiaries is a party to or bound by any written employment contract. Each contract, arrangement, commitment or understanding of the type described in the preceding two sentences of this SECTION 3.14(A), whether or not set forth in the Company Disclosure Letter, is referred to as a "MATERIAL CONTRACT," and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and Subsidiaries knows of, or has received notice of, any violation of any Material Contract by any of the Stockholdersother parties thereto that has had, the Management Company is not in breach of or default under any Contractwould reasonably be expected to have, and no event has occurred which with the passage of time individually or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lienaggregate, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (cb) Except With such exceptions that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company or the applicable Subsidiary, as set forth applicable, and is in full force and effect, (ii) the Company or the applicable Subsidiary has performed all obligations required to be performed by it to date under each Material Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a default on Schedule 2.12, the continuation, validity and effectiveness part of each Contract will not be affected by the Merger (d) True, correct and complete copies Company or any of all Contracts have previously been delivered by the Management Company to BRISubsidiaries under any such Material Contract.

Contracts and Commitments. (a) Schedule 2.12 attached hereto The Disclosure Letter contains a truetrue and complete copies, complete and correct list as of the following contracts Closing Date, of all Material Contracts of the Company presently in effect, in each case (and agreementsunless a higher amount is indicated below) to the extent that they involve a specific commitment of the Company’s resources having value exceeding, whether written or oral GBP 25,000 individually in value of outstanding performances, except for clauses (ii)-(v), (x) and (xi), where the aforementioned thresholds shall not apply (collectively, the "“Material Contracts"”): (i) all management contracts Contracts that are not terminable by the Company on fewer than three month notice without payment of penalty, liability or other adverse consequence to which the Management Company is a partyCompany; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party Contracts that involve payments based on sharing profits or by which revenues of the Management Company or any of its property is boundthat create a partnership, joint venture or an alliance, referral or reseller relationship; (iii) all pledgesContracts that (A) impose by their terms a Lien on the Company’s material assets (other than a Permitted Lien); (B) create, conditional sale incur or title retention agreementsguarantee any Indebtedness of the Company to any other Person, security agreements, personal property leases and lease purchase agreements to or (C) under which the Management Company is a party assumes, or by which otherwise becomes liable for, the Management Company or obligations of any of its property is boundother Person; (iv) all contracts, agreements Contracts that relate to the disposition or acquisition of material assets or any interest in any business enterprise (including any Liability related to or arising out of any acquisition or other understandings business combination such as any earn-out, performance, bonus or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; andother contingent payment arrangement, however such arrangement may be evidenced); (v) Contracts that (A) include any non-competition or non-solicitation covenant or similar arrangement that limits the right of the Company to engage in, or to compete (geographically or otherwise) in any line of business or with any other material agreement Person anywhere in the world or contract entered into (B) grant exclusive rights of any type or scope; (vi) Contracts that provide for indemnification by the Management Company; (vii) Contracts that contain “most favored nation” provisions or any similar preferred pricing provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more other parties; (viii) Contracts with (A) any Governmental Authority; or (B) any party who is known by the Company to be a subcontractor of any Governmental Authority in connection with such Contract; (ix) Contracts with suppliers of the Company with a value exceeding GBP 25,000 individually; (x) Contracts establishing powers of attorney or agency agreements; (xi) Contracts under which the Company has any obligations to create or maintain interoperability or compatibility of any of the Company’s technology, products or services with any technology, products or services of any other Person; (xii) Contracts that provide for a termination right in the event of a change of control of the Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Each Material Contract is as to its main obligations of the Company a valid and binding agreement obligation of the Management CompanyCompany and, enforceable against to the Management Company in accordance with its termsSelling Shareholders’ knowledge, of each other party thereto, and neither the Management Company nor any Stockholder has any knowledge that is in full force and effect with respect to such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectmain obligations. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected There is no existing material default by the MergerCompany under any of the Material Contracts and to the Selling Shareholders’ knowledge no event has occurred that (whether with or without notice, lapse of time or the occurrence of any other event) would constitute a material default by the Company, or subject the Company to any material penalty or liquidated damages, under any Material Contract. (d) TrueThe Company has not as of the date hereof received written notice from any Person alleging (A) any material breach of, correct and complete copies default under or failure to comply with any term or requirement of all Contracts have previously been delivered any Material Contract; or (B) any revocation, withdrawal, suspension, cancellation, termination or amendment to any Material Contract. (e) The Company has until the date hereof not received written notice of and, to the Selling Shareholders’ knowledge, there are no existing material defaults by any other Person party to a Material Contract; and, to the Management Company to BRISelling Shareholders’ knowledge, no event has occurred that (whether with or without notice, lapse of time or the occurrence of any other event) would constitute a material default by any other Person party thereto (other than the Company) under any Material Contract.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains sets forth a true, complete and correct list (including all amendments, modifications or supplements with respect thereto) of the following contracts and agreements, whether agreements (written or oral oral) to which any Seller is a party to the extent any such agreement (collectively, i) is currently in effect or (ii) has been terminated on or prior to the "Contracts"date hereof but contains provisions that survived such termination and such provisions are currently in effect (other than provisions that customarily survive such termination and do not relate to the principal business purpose of such agreement and which do not create any material or ongoing financial or other liability to NaviSite): (i) all management contracts any loan agreement, note, mortgage, indenture, security agreement and other agreement and instrument relating to which the Management Company is a partyborrowing of money; (ii) all loan any agreement (or group of related agreements, indentures, mortgages ) between any Seller and guaranties to which any Management Company is a party Top Customer or by which the Management Company or any of its property is boundTop Vendor; (iii) all pledgesany agreement concerning the establishment or operation of a partnership, conditional sale joint venture or title retention agreements, security agreements, personal property leases and lease purchase agreements to which limited liability company (other than the Management Company is a party or by which Organizational Documents of the Management Company or any of its property is boundSellers); (iv) all contractsany agreement (or group of related agreements) under which any Seller has created, agreements incurred, assumed or other understandings guaranteed (or arrangements between the Management Company may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations and operating lease commitments) involving more than $20,000 or under which it has imposed (or may impose) an Encumbrance on any stockholder or affiliate of the Management Company except those described in assets, tangible or intangible, of any Seller or the Financial Statements or in writing to BRI; andBusinesses; (v) any agreement for the disposition of any portion of the assets of the Sellers or the Businesses (other than sales in the ordinary course of business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases in the ordinary course of business); (vi) any agreement concerning non-competition, exclusivity, non-solicitation, non-recruitment or other such covenants that restricts any conduct of any business by any Seller, in each case with respect to geographical area of operations or scope or type of business of any Seller, other than (A) non-competition agreements entered into between any Seller and its employees or consultants and which do not restrict any Seller with respect to non-competition or (B) customer contracts and non-disclosure agreements with standard non-solicitation of employee provisions; (vii) any employment or consulting agreement (other than offer letters for at-will employment for employees that do not provide for any severance benefit upon such employee’s termination); (viii) any collective bargaining or similar agreement; (ix) any agreement involving any current officer, employee, director or shareholder of any Seller or consulting agreement with an individual involving payments by any Seller in excess of $50,000 per annum other than agreements entered into in connection with the issuance and exercise of options; (x) any buy-sell or barter agreement; (xi) any derivative contract and other hedging arrangement; (xii) any acquisition agreement, by means of asset purchase, merger, stock purchase, asset purchase, consolidation or other similar transaction, of a person or business by any Seller (each, an “Acquisition”); and (xiii) any other material agreement or contract agreement, including a guarantee, not entered into in the ordinary course of business or that requires the payment by the Management Companyany Seller in excess of $20,000. (b) Except as set forth on All contracts, agreements and instruments required to be listed in Schedule 2.12 attached hereto: (ithe “Material Contracts”) each Contract is a are valid and are in full force and effect and constitute legal, valid and binding agreement obligations of the Management CompanySellers and, enforceable against to the Management Company in accordance with its termsknowledge of the Sellers, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not are enforceable in breach of or default under any Contract, and no event has occurred which accordance with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto excepttheir respective terms subject, in each case, as would to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and general principles of equity. The Sellers have no knowledge of, and have not received, any notice regarding termination of any Material Contracts and the Sellers have no knowledge of any Top Customer which has indicated that it intends to terminate any Material Contract or not renew upon its expiration. No Seller is in default and to the knowledge of the Sellers, no other party is in material default in complying with any provisions of any Material Contract, and to the knowledge of the Sellers, no condition or event or fact exists which, with notice, lapse of time or both, could constitute a material default thereunder on the part of any Seller. The Sellers have delivered or made available to NaviSite a true, correct and complete copy of each of the Material Adverse EffectContracts. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will Sellers are not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRIin material default under any Assumed Obligation.

Contracts and Commitments. (i) All of the contracts, agreements and instruments (a) Schedule 2.12 attached hereto contains a truefiled as exhibits to the Company Reports which have not expired in accordance with their terms or (b) which have been entered into since the Audit Date and which will be filed as exhibits to the Form 10-K for the year ended December 31, complete and correct list of the following contracts and agreements, whether written or oral 1998 (collectively, the "Contracts"): (i) all management contracts to which are valid and legally binding obligations of the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledgesSubsidiaries, conditional sale or title retention agreementsas the case may be, security agreementsand, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate knowledge of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) , and, to the knowledge of the Company or the applicable Subsidiary, are enforceable in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. To the knowledge of the Management Company or the applicable Subsidiary: (i) the Company and the Stockholders, the Management Company has fulfilled its Subsidiaries have performed in all material respects all obligations required pursuant to the Contracts to have been be performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations them under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is are not in material default under or in material breach of any Contract or in receipt of any claim of such default under any Contract, and or breach; (ii) no event has occurred which with the passage of time or the giving of notice or both would constitute such a default, result in a loss material default, material breach or event of rights material noncompliance by the Company or result in any Subsidiary under any Contract; (iii) neither the creation Company nor any Subsidiary has any present expectation or intention of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effectfully performing all its material obligations under the Contracts; and (iv) neither the Company nor any Subsidiary has knowledge of any material breach or anticipated material breach by the other parties to any Contract; and (v) neither the Company nor any Subsidiary has any written notice or other communication to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by effect that any other party to any ContractContract intends to terminate such contract, and no event has occurred which with agreement or instrument prior to the passage expiration of time the maximum stated term of such contract, agreement or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectinstrument. (cii) Except as set forth on Schedule 2.12, the continuation, validity A true and effectiveness correct copy of each Contract will not be affected by of the Merger Contracts which are referred to in (di)(b) Truehereof, correct and complete copies of together with all Contracts have previously amendments, waivers or other changes thereto has been delivered by supplied or made available to the Management Company to BRIInvestor through the SEC's EDGAR filing system.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; ; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) To the extent not listed on Schedule 2.12 attached 2.1B or Schedule 2.1D, Schedule 2.1F hereto contains a true, complete and correct list lists all Material Contracts related to the operation of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts Business to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company United is a party or by which the Management Company it or any of its property assets or properties are bound (true and correct copies, each of which have been previously delivered to Buyer). Each Material Contract (whether disclosed on Schedule 2.1B, Schedule 2.1D, Schedule 2.1F or otherwise) is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases in full force and lease purchase agreements to which effect and embodies the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements complete understanding between the Management Company and any stockholder or affiliate of parties thereto with respect to the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) subject matter thereof. Except as expressly set forth on Schedule 2.12 attached hereto: 2.1F, (i) there exists no material default or claim thereof by any party to any Material Contract, (ii) there are no facts or conditions which, if continued or noticed, would result in a default having a Material Adverse Effect under any Material Contract, (iii) United has not received any notice that any person intends to cancel, modify or terminate any Material Contract, or to exercise or not to exercise any options thereunder, (iv) United has not given any notice of cancellation, modification or termination of any Material Contract or of exercise or non-exercise of any options thereunder, (v) each Material Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its termsterms except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and to general equity principles (whether such enforceability is considered in a proceeding at law or in equity), and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement (vi) no consent or approval of the other parties thereto; (ii) To to any Material Contract or any person pursuant to any Material Contract is required for the knowledge consummation of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it transactions contemplated herein except as set forth on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when duesaid Schedule, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect;been obtained and are in full force and effect. (iiib) To the knowledge of the Management Company and the Stockholders, the Management Company United is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contractcontract for goods or services or any lease with any officer, and no event has occurred which with the passage director, shareholder, employee or agent of time United or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation any Affiliate of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectsuch person. (c) Except No purchase or sale commitments by United are in excess of the normal, ordinary and usual requirements of the Business; United has no outstanding power of attorney to any person, firm or corporation for any purpose whatsoever; United is not restricted by law or agreement from carrying on the Business anywhere in the world; no officer, director, shareholder or Affiliate of United has any financial interest, direct or indirect, in United's supplier s or customers; except as set forth on Schedule 2.126.12(c) hereto, the continuation, validity and effectiveness of each Contract will not be affected by the MergerUnited grants no discounts or rebates to its customers. (d) True, correct and complete copies United has not made any other contract or agreement or granted any option to contribute or otherwise transfer all or a significant part of the capital stock or Assets of United. (e) The Customer Deposits (as defined in Section 3.1(y)) are all Contracts have previously been delivered amounts owed to customers of United as a result of amounts held by the Management Company to BRIUnited as a customer deposit.

Contracts and Commitments. (a) Section 4.10 of the Disclosure Schedule 2.12 attached hereto contains a true, correct and complete and correct list of all of the following contracts and agreementsContracts to which any member of the Company Group is a party or is bound by as of the date of this Agreement (each such Contract required to be listed below, whether written or oral (collectively, the "Contracts"a “Material Contract”): (i) all management contracts to Contracts with any customer of the Company Group which the Management Company is a partyinvolve consideration in excess of [*****] per year; (ii) all loan agreementsContracts involving future expenditures, indenturesactual or potential, mortgages and guaranties to which in excess of [*****] per year by any Management member of the Company is a party or by which the Management Company or any of its property is boundGroup; (iii) all pledgesCompany Group IP Agreements, conditional sale except for (A) any non-exclusive licenses having a value of less than [*****] per year granted to the Company Group of commercially-available Software solely in executable or title retention agreementsobject code form available on reasonable terms to the public, security agreementswhere such Software has not been modified or misused or redistributed, personal property leases or incorporated into, or used in the development of, any Company Products or Services and lease purchase agreements (B) those Company Group IP Agreements with an outbound license having a value of less than [*****] per year that are substantially in a standard form of the Company Group that has been made available to which the Management Company is a party or by which the Management Company or any of its property is boundParent; (iv) all contractsContracts (A) related to Indebtedness of the Company Group, agreements or (B) granting any Person an Encumbrance on any asset of the Company, other than Permitted Encumbrances; (v) Contracts pursuant to which the Company has, directly or indirectly, made any advances, loans, extension of credit or capital contributions, other than in the ordinary course of business to vendors or employees; (vi) Contracts that are joint venture, partnership or other understandings or arrangements between similar agreements (however named); (vii) Contracts limiting the Management Company and any stockholder or affiliate ability of the Management Company except those described Group to freely engage in their businesses, or containing covenants that limit, or purport to limit, the ability of the Company Group to (A) engage in any line of business or compete with any Person in any geographic area; (B) sell, supply, provide, develop, deliver or distribute any service or product; (C) hire or solicit Persons from employment or engagement as an independent contractor, if the term of such restriction will expire more than [*****] after the date of this Agreement or such restriction otherwise would reasonably be expected to be material to the Company Group; or (D) develop, exploit, use or enforce any Intellectual Property rights, including in each case any non-disclosure, non-competition, settlement, coexistence, standstill or confidentiality agreements; (viii) Contracts (i) providing for the Company Group to be the exclusive or preferred provider of any product or service to any Person or that otherwise involve the granting by any Person to the Company of exclusive or preferred rights of any kind; (ii) providing for any Person to be the exclusive or preferred provider of any product or service to the Company Group or that otherwise involves the granting by the Company Group of exclusive or preferred rights; (iii) granting to any Person a right of first refusal or right of first offer on the sale or license of any asset, property or part of the business of the Company Group; and (iv) containing a provision of the type commonly referred to as a “most favored nation” provision for the benefit of any Person; Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. (ix) Contracts that are for the employment, severance or retention of any employee, director or individual consultant providing for annual compensation or payments in excess of [*****] or any other Contract with any employee, director or individual consultant which provides for payments in excess of [*****] in the Financial Statements event that the Company Group terminates such Contract; (x) any collective bargaining agreement or Contract with any labor union, works council or similar organization relating to employees of the Company Group; (xi) Contracts between a member of the Company Group, on the one hand, and a Related Person, on the other hand, other than in writing his, her or its capacity as a director, officer or employee of the Company Group (each, an “Affiliate Contract”); (xii) the Leases; (xiii) Contracts relating to BRIany acquisition of any business or Person by merger, consolidation, stock or asset purchase or any other means that (A) are pending or were completed during the prior [*****] or (B) have any ongoing indemnification, earnout, deferred purchase price or other contingent payment obligations; (xiv) Contracts that settle, or that otherwise relate to, any Action and (A) involve payments (or a series of payments) of [*****] or more in the aggregate which have not been made or any equitable relief; (B) in connection therewith, the Company has admitted fault or culpability; or (C) which have not been fully performed; and (vxv) Contracts with any other material agreement or contract entered into by the Management CompanyGovernmental Authority. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Each Material Contract is a valid and binding agreement obligation of the Management Company Group, and, to the Knowledge of the Company, the other parties thereto, enforceable against the Management Company them in accordance with its terms, except as the same may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid other similar laws affecting creditors’ rights generally and binding agreement of the other parties thereto; (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. To the knowledge Knowledge of the Management Company and the StockholdersCompany, the Management Company Group has fulfilled complied in all material obligations required pursuant respects with each Material Contract. There are no material breaches or defaults by the Company Group under any Material Contract or, to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge Knowledge of the Management Company and the StockholdersCompany, the Management Company is not in breach of or default under by any Contractother party thereto, and no event has occurred which which, with the passage of time or time, the giving of notice or both both, would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing material breach or default by the Company Group under any Material Contract or, to the Knowledge of the Company, by any other party thereto. No member of the Company Group has received any written or, to the Knowledge of the Company, oral notice that it is in material breach of, or in material default under, any Material Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except . Other than as set forth on Schedule 2.12Section 4.10 of the Disclosure Schedule, no member of the continuation, validity and effectiveness of each Company Group is party to any Contract will not be affected by the Merger (d) Truewith a Governmental Authority. The Company has made available to Parent true, correct and complete copies of all Material Contracts have previously been delivered by and all amendments or modifications thereto and related guarantees, in each case, prior to the Management Company to BRIdate hereof.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list Except as set forth in Section 3.14(a) of the following contracts and agreementsDisclosure Schedule, neither NACO nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral (collectively, the "Contracts"):oral) (i) all management contracts with respect to which the Management Company is a party; employment of any director, officer, employee or consultant which, solely in the case of employees or consultants, provide for payments in excess of $125,000 per annum or cannot be terminated upon 30 days' or less notice without penalty or premium, (ii) all loan agreementswhich, indenturesupon consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (including, mortgages and guaranties without limitation, severance payments, golden parachute payments, change in control payments, unemployment compensation payments or otherwise) becoming due from ABC, NACO, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee (current, former or retired) thereof, (iii) which any Management Company is a party material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, (iv) which is a contract or agreement not otherwise described by clause (iii) hereof involving the payment of more than $125,000 per annum, (v) which materially restricts the Management Company conduct of any line of business by NACO or any of its property is bound; Subsidiaries or (iiivi) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to under which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contractsthe benefits will be increased, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate vesting of the Management Company except those benefits will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a), whether or not set forth in Section 3.14(a) of the Financial Statements or in writing Disclosure Schedule, is referred to BRI; and (v) any other material agreement or contract entered into by the Management Companyherein as a "NACO Contract." ------------- NACO has previously delivered to ABC true and correct copies of each NACO Contract. (b) Except as set forth on Schedule 2.12 attached hereto: in Section 3.14(b) of the Disclosure Schedule, (i) each NACO Contract is a valid and binding agreement of the Management Companyand in full force and effect, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge NACO and each of the Management Company and the Stockholders, the Management Company has fulfilled its Subsidiaries have performed all material obligations required pursuant to the Contracts to have been be performed by it on its part prior to date under each NACO Contract, except where such noncompliance, individually or in the date hereofaggregate, has not had and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not reasonably be expected to have a Material Adverse Effect; , (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred or condition exists which with the passage constitutes or, after notice or lapse of time or giving both, would constitute, a material default on the part of notice NACO or both would constitute any of its Subsidiaries under any such a NACO Contract, except where such default, result in a loss of rights individually or result in the creation of any lienaggregate, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which has not had and would not reasonably be expected to have a Material Adverse Effect; and Effect and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to such NACO Contract is, to the Knowledge of NACO, in default in any Contractrespect thereunder, and no event has occurred which with the passage of time except where such default, individually or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lienaggregate, charge or encumbrance thereunder or pursuant thereto except, in each case, as has not had and would not reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 3.12 attached hereto contains a true, complete and correct list of the following contracts and contracts, agreements, arrangements or other understandings, whether written or oral (collectively, the "“Contracts"):”) which relate to the Assets being sold: (i) all management contracts Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Management Company Transferor or any of its property is bound which (A) involve payments or receipts by the Transferor of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a partydefault or termination would reasonably be expected to have a Material Adverse Effect; (ii) all loan agreementsmaterial agency, indenturesdistributor, mortgages and guaranties sales representative, franchise or similar agreements to which any Management Company the Transferor is a party or by which the Management Company Transferor or any of its property is bound; (iii) all pledges, conditional sale Contracts imposing a non-competition or title retention agreements, security agreements, personal property leases and lease purchase agreements to which non-solicitation obligation on the Management Company is a party or by which the Management Company or any of its property is bound;Transferor; and (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement agreements or contract contracts entered into by the Management CompanyTransferor, excluding all non-disclosure agreements between Transferor and Third Parties. (b) Except as set forth on Schedule 2.12 attached hereto3.12: (i) each Contract is a valid and binding agreement of the Management CompanyTransferor, enforceable against the Management Company Transferor in accordance with its terms, and neither the Management Company nor Transferor does not have any Stockholder has any actual knowledge that such any Contract is not a valid and binding agreement of the other parties thereto;, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect. (ii) To the knowledge of the Management Company and the Stockholders, the Management Company Transferor has fulfilled all material obligations required pursuant to the Contracts to have been performed by it the Transferor, on its part prior to the date hereof, and neither the Management Company nor any Stockholder Transferor, has any no reason to believe that the Management Company Transferor will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof hereof, except those obligations where the failure to fulfill all material obligations required pursuant the contract would not have reasonably be expected to result in a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company Transferor is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto thereto, except for such defaultsbreach, losses, liens, changes default or encumbrances which events that would not have reasonably be expected to result in a Material Adverse Effect; and (iv) to the best actual knowledge of the Management Company and the StockholdersTransferor, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto exceptthereto, in each caseexcept for such breach, as default or events that would not have reasonably be expected to result in a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached 1.01(g) lists all Existing Contracts (copies of which ---------------- have heretofore been delivered to the Purchaser) and all currently effective oral agreements and commitments, if any, to which the Seller or Shareholder is a party and which relate to the Business. Except as set forth in Schedule 5.12(a) ---------------- hereto contains a trueand other than for those Existing Contracts that are Excluded Assets, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts such Existing Contracts constitute valid and binding agreements of the Seller and, to which the Management Company is a party; knowledge of the Seller or the Shareholder, each other party thereto, enforceable in accordance with their terms, (ii) all loan agreementswith respect to such Existing Contracts there are no existing defaults by the Seller or, indenturesto the knowledge of the Seller or the Shareholder, mortgages by any other party thereto and guaranties there is no event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under such Existing Contracts by the Seller or, to which the knowledge of the Seller, by any Management Company is a other party or by which the Management Company or any of its property is bound; thereto, (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases the Seller is not restricted by agreement from carrying on in any geographical location the Business as conducted on the Closing Date and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements there are no negotiations pending or in writing progress to BRI; and (v) revise any other material agreement or contract entered into by the Management Companysuch Existing Contract. (b) Except as set forth on Schedule 2.12 attached hereto: 5.12(a), (i) each Contract Third Party ---------------- License is a valid and valid, legally binding agreement of the Management Companyagreement, enforceable against the Management Company Seller, and to the knowledge of the Seller, each other party thereto in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To each Third Party License is in full force and effect and, with respect to each, there is no default by the Seller or, to the knowledge of the Management Company and Seller or the StockholdersShareholder, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereofany other party thereto, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach event which, whether with or default by without notice, lapse of time, or the occurrence of any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such the Seller or, to the knowledge of the Seller or the Shareholder, any other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectparty thereto. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 4.10 attached hereto contains lists: (i) all contracts relating solely to the Business that require the expenditure or receipt of more than $100,000 by Seller in any consecutive twelve-month period after the date hereof, other than those terminable on not more than 90 days' notice; (ii) all agreements governing long-term indebtedness or any guarantee thereof, in each case, to which Seller is a trueparty and which relate solely to the Business; (iii) all licensing agreements with third parties relating to the Business, complete the Patents, the Marks, the Domain Names or the Copyrights to which Seller is a party and correct list which require the expenditure of more than $50,000, including Third Party Licensing Agreements; (iv) all real and material personal property leases to which Seller is a party and which relate solely to the Business; (v) all loans or advances to, or investment in, any person or an agreement, contract or commitment relating to the making of any such loan, advance or investment with third parties relating solely to the Business in excess of $25,000; and (vi) any agreement, contract, or commitment with third parties limiting the freedom of the following contracts and agreements, whether written Business to engage in any line of business or oral to compete with any person (collectively, the "Material Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company). (b) Except as set forth Seller has not obtained any letter of credit for, or given any irrevocable power of attorney to (in each case, relating to the Business), any person, firm or corporation for any purpose whatsoever, in each case, that is outstanding or in effect on Schedule 2.12 attached hereto:the Closing Date. (ic) each Contract Seller is a valid and binding agreement not in default, nor to Seller's knowledge is there any basis for any claim of default, under any of the Management CompanyMaterial Contracts, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that except such Contract is claim or default as would not be reasonably likely to have a valid and binding agreement of the other parties thereto; (ii) Material Adverse Effect. To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when dueSeller, all of its obligations under the Material Contracts which remain to be performed after are in full force and effect and are valid and enforceable against the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of other party or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) parties to the best knowledge of extent relating to the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse EffectBusiness. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, Seller heretofore has delivered or made available to Purchaser true and correct and complete copies of all Contracts have previously been delivered by of the Management Company to BRIMaterial Contracts.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a trueAll Contracts required to be filed as an exhibit to an Annual Report on Form 10-K, complete as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act have been filed, and correct list no such Contract has been amended or modified, except as set forth in Section 4.16(a) of the following contracts and agreementsCompany Disclosure Letter. All such filed Contracts shall be deemed to have been made available to Parent. (b) Other than Contracts described in Section 4.16(a), whether written except as set forth on Section 4.16(b) of the Company Disclosure Letter, as of the date hereof neither the Company nor any of its Subsidiaries is a party to, is bound or oral affected by, or receives any benefits under, any Contract (collectively, the "or series of related Contracts"): (i) all management contracts limiting the freedom of the Company or any of its Subsidiaries, or that after the Effective Time would have the effect of limiting in any material respect the freedom of Parent or any of its Affiliates to, engage in any line of business or sell, supply or distribute any service or product (including with respect to which the Management Company is a pricing thereof), or to compete with any entity or to conduct business in any geography, or to hire any individual or group of individuals or that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party; (ii) except in the ordinary course of business, that (A) grants exclusive rights to any third party, including any exclusive license or supply or distribution agreement or other exclusive rights or which, pursuant to its terms, could have such effect after the Closing as a result of the consummation of the transactions contemplated hereby, (B) contains any provision that requires the purchase of all loan or any portion of the Company’s or any of its Subsidiaries’ requirements from any third party or (C) grants “most favored nation” or “best price” rights; (iii) involving any joint venture, partnership or similar arrangement that is material to the Company and its Subsidiaries, taken as a whole; (iv) relating to Indebtedness or, other than in the ordinary course of business, the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except for agreements with an outstanding principal amount not exceeding $250,000 in the aggregate for all such agreements, indentures, mortgages and guaranties ; (v) continuing severance or termination pay Liabilities related to termination of employment; (vi) pursuant to which any Management Company is a party or by which the Management Company or any of its property Subsidiaries is bounda party that creates or grants a material Encumbrance, other than any Permitted Encumbrances, on properties or other assets of the Company of any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole; (iiivii) all pledgesfor the aggregate purchase of materials, conditional sale supplies, goods, services, equipment or title retention agreementsother assets that had annual payments by the Company and its Subsidiaries during the 2013 calendar year of $250,000 or more; (viii) that are material to the conduct of the business of the Company and its Subsidiaries and relate to the acquisition, security agreementstransfer, personal property leases and lease purchase agreements to which licensing, development, co-development, or sharing of any Intellectual Property or any other Contract affecting the Management Company is a party or by which ability of the Management Company or any of its property is boundSubsidiaries to own, use, transfer, license, enforce, or disclose any Intellectual Property (including any assignment, license, consulting, development, indemnification, settlement, joint ownership, consent-to-use, concurrent use, standstill, Software escrow, or royalty Contracts and Contracts for Third Party Components, but excluding Off-the-Shelf Software Licenses and Form Customer Licenses) (for the avoidance of doubt, without limiting any other provision of this Agreement, all exclusive licenses of Intellectual Property granted by the Company or any of its Subsidiaries to any Person shall be deemed to be material to the conduct of the business of the Company and its Subsidiaries); (ivix) all contractspursuant to which the Company or any Subsidiary of the Company has any Liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance, keep-well or similar agreements or other understandings arrangements, except for agreements or arrangements between with outstanding Liabilities of the Management Company or any of its Subsidiaries not exceeding $250,000 in the aggregate for all such agreements or arrangements; (x) requiring the Company and any stockholder or affiliate its Subsidiaries to make capital expenditures in excess of the Management Company except those described $250,000 in the Financial Statements or in writing to BRI; andaggregate for all such agreements; (vxi) is a material Contract which provides for indemnification by the Company or its Subsidiaries of any other material agreement or contract entered into Person against any charge of infringement of any Intellectual Property, other than pursuant to a Form Customer License; (xii) relates to any acquisition by the Management CompanyCompany or its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment or guarantee obligations, in each case that is material to the Company and its Subsidiaries, taken as a whole; (xiii) relates to any hedging, derivatives or similar arrangements that are material to the Company and its Subsidiaries, taken as a whole; or (xiv) contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets. (bc) Except as Each Contract described in Section 4.16(a) or set forth forth, or required to be set forth, on Schedule 2.12 attached hereto: (iSection 4.16(b) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Disclosure Letter is referred to herein as a “Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement Material Contract.” As of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, the Company has heretofore provided to Parent a complete and neither correct copy of each Company Material Contract, including all exhibits and schedules thereto, and any amendment or modifications thereto. Neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company Subsidiaries is not in breach of or default under the terms of any Company Material Contract, and no event has occurred which that with the passage notice or lapse of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries, where such breach or default, individually or together with other partysuch breaches or defaults, result in a loss of rights has had or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not reasonably be expected to have a Company Material Adverse Effect. To the Company’s Knowledge, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default, individually or together with other such breaches or defaults, has had or would reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, each Company Material Contract is a valid and binding obligation of the Company or a Company Subsidiary, as applicable, and is in full force and effect, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, subject to the Bankruptcy and Equity Exception. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains SCHEDULE 3.11 sets forth a true, complete and correct list of all written, and a description of all oral, agreements to which, as of the following contracts and agreements, whether written or oral (collectivelyClosing Date, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company is bound relating to the Business (collectively, the "Contracts"), other than any Contract that relates solely to an Excluded Asset or that is not material in amount or that is not material to the Business, including: (A) contracts with any current officer, member or employee of the Company; (B) contracts pursuant to which the Company licenses other persons to use any of the Owned Intellectual Property or has agreed to support, maintain, upgrade, enhance, modify, port, or consult with respect to any of the Owned Intellectual Property, or pursuant to which other persons license the Company to use the Owned Intellectual Property; (C) contracts (1) for the sale of any of the assets of the Company, other than contracts entered into in the ordinary course of business, (2) for the grant to any person of any preferential rights to purchase any of its property is bound; assets or (iii3) all pledges, conditional for the sale or title retention transfer of any equity of the Company; (D) contracts by which the Company has agreed to design, develop, author or create any new custom, or customized software for any third party; (E) contracts which restrict the Company from competing in any line of business or with any person in any geographical area or which restrict any other person from competing with the Company in any line of business or in any geographical area; (F) contracts which restrict the Company from disclosing any information concerning or obtained from any other person or which restrict any other person from disclosing any information concerning or obtained from the Company; (G) indentures, credit agreements, security agreements, personal property leases mortgages, guarantees, promissory notes and lease purchase agreements other contracts relating to the borrowing of money or Indebtedness; and (H) all other agreements, contracts or instruments entered into outside of the ordinary course of business or which are material to the Management Company. Except as set forth on SCHEDULE 3.11, all of the Contracts are in full force and effect as to the Company and are the legal, valid and binding obligation of the Company, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Company is a party not in breach or by which default (with or without notice or lapse of time, or both) in any material respect under any Contract nor, to the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate knowledge of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) Company, is any other party to any Contract in breach or default (with or without notice or lapse of time, or both) thereunder in any material agreement or contract entered into by the Management Company. (b) respect. Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of 3.11, the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contractexisting contract, obligation or commitment of any type in any of the following categories: (1) any sales contract, including any open bid or quotation, which is of an open-end or blanket nature; (2) contracts for the purchase of materials, supplies or equipment which have not been entered into in the ordinary course of business and no event has occurred consistent with past practice or for capital expenditures in excess of $10,000; (3) contracts with distributors, manufacturers' representatives or sales agents, except those which with are terminable at the passage option of time or giving of the Company on 60 days' notice or both would constitute a default less without incurring any liability in excess of $10,000; (4) contracts under which the Company has, except by such other party, result in a loss way of rights or result endorsement of negotiable instruments for collection in the creation ordinary course of business and consistent with past practice, become absolutely or contingently or otherwise liable for (aa) the performance of any lienother person, charge firm or encumbrance thereunder corporation under a contract, or pursuant thereto except(bb) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation; (5) powers of attorney outstanding from the Company other than as issued in each casethe ordinary course of business and consistent with past practice with respect to customs, as would not have a Material Adverse Effect. insurance, patent, trademark or tax matters, or to agents for service of process; (c6) Except as contracts under which any amount payable by the Company is dependent upon the revenues or profits of the Company (other than employment contracts containing bonus payment provisions dependent on the Company's financial performance which are contained in the Company Disclosure Schedule); (7) contracts with any party for the loan of money or availability of credit to or from the Company (except trade credit extended by the Company to its or their customers or travel advances to its or their employees in the ordinary course of business and consistent with past practice); or (8) any hedging, option, derivative or other similar transaction. In addition, set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies 3.11 is a list of all Contracts have previously been delivered by agreements to which Best Source, LLC is a party and under which the Management Company to BRIreceives goods or services or occupies real property and reimburses Best Source Publishing, LLC therefor (the "Best Source Contracts").

Contracts and Commitments. (a) Schedule 2.12 4.10 attached hereto contains lists: (i) all contracts relating solely to the Business that require the expenditure or receipt of more than $100,000 by Seller in any consecutive twelve-month period after the date hereof, other than those terminable on not more than 90 days’ notice; (ii) all agreements governing long-term indebtedness or any guarantee thereof, in each case, to which Seller is a trueparty and which relate solely to the Business; (iii) all licensing agreements with third parties relating to the Business, complete the Patents, the Marks, the Domain Names or the Copyrights to which Seller is a party and correct list which require the expenditure of more than $50,000, including Third Party Licensing Agreements; (iv) all real and material personal property leases to which Seller is a party and which relate solely to the Business; (v) all loans or advances to, or investment in, any person or an agreement, contract or commitment relating to the making of any such loan, advance or investment with third parties relating solely to the Business in excess of $25,000; and (vi) any agreement, contract, or commitment with third parties limiting the freedom of the following contracts and agreements, whether written Business to engage in any line of business or oral to compete with any person (collectively, the "“Material Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company”). (b) Except as set forth Seller has not obtained any letter of credit for, or given any irrevocable power of attorney to (in each case, relating to the Business), any person, firm or corporation for any purpose whatsoever, in each case, that is outstanding or in effect on Schedule 2.12 attached hereto:the Closing Date. (ic) each Contract Seller is a valid and binding agreement not in default, nor to Seller’s knowledge is there any basis for any claim of default, under any of the Management CompanyMaterial Contracts, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that except such Contract is claim or default as would not be reasonably likely to have a valid and binding agreement of the other parties thereto; (ii) Material Adverse Effect. To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when dueSeller, all of its obligations under the Material Contracts which remain to be performed after are in full force and effect and are valid and enforceable against the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of other party or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) parties to the best knowledge of extent relating to the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse EffectBusiness. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, Seller heretofore has delivered or made available to Purchaser true and correct and complete copies of all Contracts have previously been delivered by of the Management Company to BRIMaterial Contracts.

Contracts and Commitments. (a) Section 4.18 of the Disclosure Schedule 2.12 attached hereto contains sets forth, as of the date hereof, a true, complete and correct list of the following contracts and agreementsevery contract, whether written agreement, loan, lease, license, guarantee, understanding or oral (collectively, the "Contracts"): commitment that (i) all management contracts provides for aggregate future payments during the next two years by the Company, or to which the Management Company is a party; Company, of more than Fifty Thousand Dollars ($50,000.00) and has an unexpired term exceeding one year (including purchase orders, invoices and leasing transactions entered into or incurred in the ordinary course of business); (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract was entered into by the Management Company with a stockholder, officer, director or significant employee of the Company or the Sellers or any of their Affiliates; (iii) is a collective bargaining or similar agreement; (iv) involves an agreement with any bank, finance company, venture capital firm or similar organization for Indebtedness of the Company; (v) materially restricts the Company from engaging in any business or activity anywhere in the world; (vi) is an employment agreement, consulting agreement or similar arrangement; or (vii) concerns a joint venture or a partnership. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement As of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, (i) there is not and, to the Knowledge of Sellers, there has not been claimed or alleged by any Person, with respect to any contract listed in Section 4.18 of the Disclosure Schedule any existing default or event that, with notice or lapse of time or both, would constitute a default or event of default on the part of the Company, or to the Knowledge of Sellers, on the part of any other party thereto, except such defaults, events of default and neither other events that would not result in a Company Material Adverse Effect, (ii) each contract listed in Section 4.18 of the Management Company nor any Stockholder has any reason Disclosure Schedule is, and after giving effect to believe that the Management Company Closing hereunder and the consummation of the Transactions will not be able to fulfillbe, when dueenforceable by the Company, all against each Person (other than the Company) which is a party thereto, except: (x) as otherwise required by the terms of its obligations under the Contracts which remain this Agreement, (y) for such failures to be performed after the date hereof except those obligations the failure to fulfill so enforceable as do not and would not have a Company Material Adverse Effect; , and (z) as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and general principles of equity (whether considered in a proceeding at law or in equity), and no party to any such contract has repudiated any provision of such contract; and (iii) To the knowledge no consent, approval, authorization or waiver from, or notice to, any Governmental Entity or other Person is required in order to maintain in full force and effect any of the Management Company contracts listed in Section 4.18 of the Disclosure Schedule, other than (A) such consents and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers or notices the Stockholders, the Management Company is not in breach failure of which to have or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which give would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list As of the following contracts and agreementsdate of this Agreement, whether written other than as set forth on Section 2.13(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or oral (collectively, the "Contracts"):bound by any: (i) all management contracts “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Exchange Act) with respect to which the Management Company is a partyor any of its Subsidiaries that was required to be, but has not been, publicly filed with the SEC as an exhibit to the Company SEC Documents as of the date of this Agreement; (ii) all loan agreementscollective bargaining agreement or Contract with any labor union, indenturestrade organization or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (iii) Contract establishing or relating to any joint venture, mortgages and guaranties to which any Management Company is a party partnership or by similar arrangement; (iv) Contract under which the Management Company or any of its property Subsidiaries is bound; expected to make annual expenditures or receive annual revenues in excess of $100,000 during the current or a subsequent fiscal year (iiiA) all pledges, conditional sale prohibiting or title retention agreements, security agreements, personal property leases and lease purchase agreements to which materially limiting the Management Company is a party or by which right of the Management Company or any of its property is bound; Affiliates (ivor, at the Effective Time, Parent or any of its Affiliates) all contractsto compete in any line of business or to conduct business with any Person or in any geographical area, agreements (B) obligating the Company or other understandings any of its Affiliates (or, after the Closing, Parent or arrangements between any of its Affiliates) to purchase or otherwise obtain any product or service exclusively from a single party, to purchase a specified minimum amount of goods or services, or sell any Product exclusively to a single party or exclusively in any geographical area, (C) requiring the Management Company and or any stockholder of its Affiliates (or, after the Closing, Parent or affiliate any of its Affiliates) to conduct any business on a “most favored nations” basis with any third party or (D) under which the Company or any of its Affiliates has been granted or granted the right to manufacture, sell, market or distribute any product of the Management Company except those described in the Financial Statements or any of its Affiliates on an exclusive basis to any third party or group of third parties or in writing to BRI; andany geographical area; (v) Contract in respect of Indebtedness of one million dollars ($1,000,000) or more other than (A) accounts payables and (B) loans to direct or indirect wholly owned Subsidiaries, in each case in the ordinary course of business consistent with past practices; (vi) Contract (other than a Company Plan) between the Company, on the one hand, and any Affiliate of the Company (other material than a Subsidiary of the Company), on the other hand; (vii) Contract relating to the voting or registration of any securities or ownership of the Company or any of its Subsidiaries; (viii) Contract containing a right of first refusal, right of first negotiation, right of first offer, option or other similar rights with respect to any (A) securities or other equity interests of the Company or any of its Subsidiaries, or (B) assets in favor of a party other than the Company or its Subsidiaries; (ix) Contract under which the Company or any of its Subsidiaries is expected to make annual expenditures or receive annual revenues in excess of five hundred thousand dollars ($500,000) during the current or a subsequent fiscal year; (x) Settlement or similar agreement, or agreement or contract entered into in connection with settlement agreements, corporate integrity agreements, consent decrees, deferred prosecution agreements, or other similar types of agreements with Governmental Bodies; (xi) Contract of the Company or any of its Subsidiaries relating to the settlement of any litigation proceeding that provide for any continuing material obligations on the part of the Company or any of its Subsidiaries; (xii) Contract of the Company or any of its Subsidiaries that prohibit, limit, restrict or require the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries or otherwise prohibit, limit, restrict or require the pledging of capital stock of the Company or any of its Subsidiaries or prohibit, limit, restrict or require the issuance of guarantees by the Management CompanyCompany or any of its Subsidiaries other than the Company Stock Plans or any Contracts evidencing awards granted under the Company Stock Plans; (xiii) Company IP Contract; (xiv) Contract involving any of the (A) fifteen (15) largest merchants of the business of the Company and its Subsidiaries in the aggregate and based on transaction volume over the twelve (12) months ending December 31, 2021, (B) ten (10) largest vendors (including third parties granting inbound licenses) to the business of the Company and its Subsidiaries in the aggregate and based on spend in the twelve (12) months ending December 31, 2021, or (C) five (5) largest referral partners to the business of the Company and its Subsidiaries in the aggregate and based on commissions paid in the twelve (12) months ending December 31, 2021; (xv) Contract that relates to the acquisition or disposition of any assets or any business of the Company or any of its Subsidiaries with a purchase price in excess of one million dollars ($1,000,000) (whether by merger, sale of stock, sale of assets or otherwise) since January 1, 2019 or with respect to which the Company or any of its Subsidiaries has any material outstanding rights or obligations; (xvi) Contract that involves payments in excess of one hundred thousand dollars ($100,000) per year relating to management or consulting services (other than a Company Plan and excluding employment agreements entered into in the ordinary course of business consistent with past practice); or (xvii) Contract to enter into any of the foregoing. Each such Contract described in clauses (i) through (xvii) above of this Section 2.13(a), together with each Real Property Lease listed or required to be listed in Section 2.11 of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) Except as set forth on Schedule 2.12 attached hereto: in Section 2.13(b) of the Company Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse Effect, (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; Subsidiaries (iiiA) To the knowledge of the Management Company and the Stockholdersis, the Management Company or has received written notice that it is not or may be, in violation or breach of or default under any Contract, and no event has occurred which (with the passage or without notice or lapse of time or giving of both) under any Company Material Contract, or has delivered any notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by that any other party to any ContractCompany Material Contract is in violation or breach or default under any Company Material Contract or (B) has waived or failed to enforce any rights or benefits under any Company Material Contract to which it is a party or any of its properties or other assets is subject, and (ii) there has occurred no event has occurred which giving to others any right of termination, amendment, acceleration, redemption or cancellation (with the passage or without notice or lapse of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation both) of any liensuch Company Material Contract and (iii) each such Company Material Contract is in full force and effect and is a legal, charge or encumbrance thereunder or pursuant thereto exceptvalid and binding agreement of, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12and enforceable against, the continuationCompany or its Subsidiaries, validity and effectiveness and, to the Knowledge of the Company, each other party thereto. As of the date of this Agreement, no party to any Company Material Contract will not be affected by has given any written notice (1) of termination, cancellation, breach or actual or potential dispute with respect to any Company Material Contract, (2) that it intends to seek to terminate or cancel any Company Material Contract (whether as a result of the Merger Contemplated Transactions or otherwise) or (d3) Trueto the Knowledge of the Company, that it intends to reduce its business with the Company or any of its Subsidiaries (whether as a result of the Contemplated Transactions or otherwise). The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of each written Company Material Contract in existence as of the date of this Agreement, together with all Contracts have previously been delivered by material amendments, waivers or other changes thereto, and a true, correct and complete written summary setting forth the Management terms and conditions of each oral Company to BRIMaterial Contract.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule," as of the Closing, the Company is not a party to the following written or oral Contracts which involve payment by, or the receipt of payment by, the Company of any amount in excess of $10,000: (a) Schedule 2.12 attached hereto contains a trueany Contract for the employment of any officer, complete and correct list of the following contracts and agreementsdirector, whether written or oral (collectivelyemployee, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreementsAffiliate, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company consultant or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management CompanyAffiliate thereof. (b) any Contract for the purchase, sale, production or supply, on a continuing basis or otherwise, of goods or services of any type; (c) any distributor, sales, agency or vendor Contract or any license agreement; (d) any continuing Contract for the purchase of equipment or services in excess of normal operating requirements; (e) any Contract that is, in the reasonable opinion of the Company, materially adverse, onerous or otherwise harmful to any of the Company's business, properties, operations or assets; (f) any Contract pursuant to which the Company receives a management fee or a billing and collections fee; (g) any Contracts, leases, quotas, restrictions or trade conditions upon which the business, rights or assets, or condition, financial or otherwise, of the Company depends or is or would be materially affected; or (h) any other material Contract of the Company. (ii) All of the Contracts set forth on the "Contracts" Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against "Contracts Schedule," the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled performed all material obligations required pursuant to the Contracts to have been be performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after listed on the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company Contracts Schedule and the Stockholders, the Management Company is not in default under or in breach of nor in receipt of any claim of default or default breach under any Contract, and material Contract to which the Company is subject; no event has occurred which with the passage of time or the giving of notice or both would constitute such result in a default, result in a loss breach or event of rights noncompliance under any material Contract to which the Company is subject; the Company has no present expectation or result in intention of not fully performing all such obligations; the creation Company has no knowledge of any lien, charge breach or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances anticipated breach by the other parties to any material Contract to which would not have it is a Material Adverse Effectparty; and (iv) to the best knowledge of the Management Company and the Stockholders, there Company is no existing breach or default by any other not a party to any materially adverse Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (ciii) Except as set forth on Schedule 2.12, the continuation, validity The Purchaser or its special counsel has been supplied with a true and effectiveness correct copy of each Contract will not be affected by of the Merger (d) Truewritten Contracts and an accurate description of the oral contracts which are referred to on the Contracts Schedule, correct and complete copies of together with all Contracts have previously been delivered by the Management Company to BRIamendments, waivers or other changes thereto.

Contracts and Commitments. (a) Schedule 2.12 2.6 attached hereto contains a true, complete and correct list of the following contracts and agreements, whether written or oral agreements that are materially related to the Employment Business Unit (collectively, the "Contracts"): (i) all management contracts contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company Seller is a party or by which the Management Company Seller or the Assets is bound which (A) involve payments or receipts by the Seller of more than $25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) are of its property material importance to the Software (as defined in the License Agreement); (ii) all agency, distributor, sales representative and similar agreements materially related to the Employment Business Unit to which the Seller is bound;a party; and (iii) all pledgesleases, conditional sale whether operating, capital or title retention agreementsotherwise, security agreements, personal property leases materially related to the Employment Business Unit and lease purchase agreements to under which the Management Company Seller is a party lessor or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Companylessee. (b) Except as set forth on Schedule 2.12 Exhibit D attached hereto: (i) to Seller's knowledge, each Contract is a valid and binding agreement of the Management CompanySeller, enforceable against the Management Company Seller in accordance with its terms, and neither the Management Company nor any Stockholder has Seller does not have any knowledge that such any Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholdersto Seller's knowledge, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; andthereto; (iviii) to the best knowledge of the Management Company and the StockholdersSeller's knowledge, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto exceptthereto; and (iv) to Seller's knowledge, Seller is not restricted by any Contract from carrying on its business solely with respect to the Employment Business Unit anywhere in each case, as would not have a Material Adverse Effectthe world. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company Seller to BRIthe Buyer.

Contracts and Commitments. (aA) Schedule 2.12 attached hereto contains a true, complete The Company has not carried on any business other than the holding and correct list leasing of the following contracts Property. The Company has not entered into any material transaction or contract or incurred any material liabilities except in the ordinary course of its day-to-day business (i.e. holding of the Property) on normal commercial terms and agreementson an arm’s length basis for full value. (B) The Company has not entered into any agreement (whether by way of guarantee, whether written indemnity, warranty, representation or oral otherwise) under which the Company is under any actual or contingent liability in respect of any disposal of its assets or business or any part thereof save as disclosed in this Agreement. (collectivelyC) There will not be outstanding at Completion with respect to the Company any contract or arrangement to which the Company is a party other than utilities service agreements and insurance policies taken out in respect of the Property (if any). (D) No party to any agreement or arrangement with or under an obligation to the Company is in default under it, being a default which would be material in the "Contracts"):context of the Company’s financial or trading position and there are no circumstances likely to give rise to such a default. (E) The Company is not :- (i) all management contracts in default under any agreement or obligation to which it is party or in respect of any other obligations or restrictions binding upon it (including but not limited to the Management Share Charge, the Mortgage, the occupancy undertaking and indemnity dated 17 December 2021 executed by the Company is a party;and Silver Grant in favour of CMBC (the “Occupancy Undertaking”) and the alteration undertaking and indemnity dated 17 December 2021 executed by the Company and Silver Grant in favour of CMBC (the “Alteration Undertaking”); or (ii) all loan agreementsliable in respect of any representation or warranty (whether express or implied). (F) With respect to the Company, indentures, mortgages there is no :- (i) contractual arrangement between the Company and guaranties to any party which will or may be legally terminated as a result of the execution or completion of this Agreement; or (ii) liability for any statutory or governmental levy or charge other than for Taxation provision for which will be made in the Completion Management Company is a party or by which the Management Company or any of its property is bound;Accounts; or (iii) all pledges, conditional sale power of attorney or title retention agreements, security agreements, personal property leases and lease purchase agreements other authority (express or implied) which is still outstanding or effective to which the Management Company is a party or by which the Management Company in favour of any person to enter into any contract or any of commitment or to do anything on its property is bound;behalf; or (iv) all contracts, agreements agreement or other understandings or arrangements between the Management Company and any stockholder or affiliate arrangement entered into by it otherwise than by way of the Management Company except those described in the Financial Statements or in writing to BRIbargain at arm’s length; andor (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor it which contains any Stockholder has any knowledge that such Contract is unusual or unduly onerous provision or which cannot a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has readily be fulfilled all material obligations required pursuant to the Contracts to have been or performed by it on its part prior to the date hereof, time and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all without undue or unusual expenditure of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect;money or effort. (iiiG) To the knowledge of the Management Company and the Stockholders, the Management The Company is not in breach of a party to or default under bound by any Contract, and no event has occurred which with partnership or joint venture or other similar agreement for the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation conduct of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectbusiness. (cH) Except as set forth on Schedule 2.12The Company has complied with all the terms and conditions of, and undertakings given under, the continuationShare Charge, validity the Mortgage, the Occupancy Undertaking and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of Alteration Undertaking in all Contracts have previously been delivered by the Management Company to BRImaterial respects.

Contracts and Commitments. 6.1 None of the Contracts:- (a) Schedule 2.12 attached hereto contains a true, complete and correct list was entered into outside the ordinary course of the following contracts and agreements, whether written or oral (collectively, the "Contracts"):Business; or (ib) all management contracts to is incapable of performance with its terms within six months of the date on which the Management Company is a party;it was entered into or undertaken; or (iic) all loan agreementsinvolves the supply of goods the aggregate sales value of which will represent in excess of 5 per cent of the turnover expected by the Vendor for the current financial year for the Business; or (d) is expected so far as the Vendor is aware to result in a loss on completion of performance Provided that this sub-clauses (a), indentures, mortgages (b) and guaranties (c) of this Warranty shall not apply to any Contract the material terms of which are disclosed in the Disclosure Letter. (a) Neither the Vendor nor CAL has received any Management Company is written notice of any breach or default by a party or by which member of the Management Company or Vendor's Group of any of its property is bound; (iii) all pledges, conditional sale the Contracts which may have a material adverse effect on the financial or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate trading position of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management CompanyBusiness. (b) Except So far as set forth on Schedule 2.12 attached hereto: (i) each the Vendor is aware no party, to any Contract is a valid and binding agreement in breach or default of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not may have a Material Adverse Effect; (iii) To material adverse effect on the knowledge financial or trading position of the Management Company Business. 6.3 The signing and completion of this Agreement by the Stockholders, the Management Company is Vendor will not in breach violate any provision of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation acceleration of any lienobligation under any material Contract or, charge under the express terms of the material Contract concerned, give rise to any right of any party thereto to terminate, or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge automatic termination of, any of the Management Company and Contracts. 6.4 None of the StockholdersContracts contains any covenant which will under its terms limit the freedom of the Purchaser to compete in any line of business presently conducted by the Business or to compete in any such line of business in any particular geographical area or otherwise restrict the Purchaser as to the manner or location in which it may carry on any part of the Business, there Provided that this Warranty shall not apply to any Contract the material terms of which are disclosed in the Disclosure Letter. 6.5 Neither the Vendor nor CAL in relation to the Business is no existing breach or default by any other a party to any Contractmaterial contract or arrangement with a member of the Vendor's Group which is not of an arm's length nature Provided that this Warranty shall not apply to any Contract the material terms of which are disclosed in the Disclosure Letter. 6.6 The Vendor is not in relation to the Business a member of any partnership or joint venture. 6.7 So far as the Vendor is aware nothing has been done, agreed to be done or omitted to be done as a result of which either (i) any material investment or other material grant paid for use in the Business is liable to be refunded in whole or in part or (ii) any such material grant for which application has been made will or may not be paid or may be reduced (whether as a result of the transaction contemplated by this Agreement or otherwise). 6.8 The copies of the agency and distribution agreements provided to the Purchaser and identified in Documents [6. to 6.44] in the Agreed Bundle comprise the only material current such agreements relating to the Business and so far as the Vendor is aware disclose all the material current terms of such contracts, and no event has occurred which with such contracts have not been materially modified or varied otherwise than as disclosed to the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result Purchaser in the creation Disclosure Letter. 6.9 So far as the Vendor is aware, the Vendor is not obliged to pay any finders fee or other commission to any person in respect of the sale of the Business. 6.10 A copy of the standard conditions of sale used by the Business has been disclosed to the Purchaser. In respect of any lien, charge or encumbrance thereunder or pursuant thereto except, Contract which is material to the Business no obligations (save as provided in each case, such conditions of sale and/or as would not may be implied by applicable law) have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected been accepted by the Merger (d) TrueVendor or CAL to service, correct and complete copies repair, maintain, take back or otherwise provide any service after the Effective Time in respect of all Contracts have previously been delivered defective products supplied by the Management Company to BRIBusiness.

Contracts and Commitments. Except as set forth in this Agreement (including the Schedules hereto) and the LLC Agreement, neither the Company nor any member of Management is a party to any contract, obligation, commitment or understanding relating to the business of the Company or the acquisition, operation, management or disposition of Station Assets: (a) Schedule 2.12 attached hereto contains which involves a truepotential commitment or payment in excess of $50,000 or which is otherwise material and not entered into in the ordinary course of business; (b) with the WB Network, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledgesAffiliates, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of the Company's officers or key employees or persons or organizations related to or Affiliated with any such persons; (c) which relates to the acquisition or disposition of, or the provision of programming or network affiliation for, any television stations; (d) which relates to the provision of investment banking or brokerage services; or (e) which relates to the purchase, redemption, transfer or voting of its property is bound; membership interests, and copies of all such agreements have been delivered or made available to the Lenders, the Investors and their counsel (iv) all contracts, agreements or other understandings or arrangements between such contracts and commitments are collectively referred to as the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) "Material Agreements"). Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement 2.15, the Company does not have any outstanding Indebtedness. Other than termination or expiration in the ordinary course of business, the Company does not know of any basis for the termination, expiration or modification of any of the Management Material Agreements within one year from the date hereof nor has it received any notice thereof, which termination, expiration or modification would not be at the Company's option, enforceable against as the Management Company in accordance with its terms, and neither case may be. Neither the Management Company nor any Stockholder has member of Management is in default in any knowledge that such Contract is not a valid material respect under any Material Agreement, and binding agreement of to the other parties thereto; (ii) To the best knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all there is no state of its obligations under the Contracts facts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of upon notice or default under any Contract, and no event has occurred which with the passage lapse of time or giving of notice or both would constitute such a default, result in . Neither the Company nor any member of Management is a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contractcontract or arrangement which under circumstances reasonably foreseeable is reasonably likely to have a material adverse effect on, and no event has occurred which with or prove to be unduly burdensome to, the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation Company. The Company does not have any liability for renegotiation of any lien, charge government contracts or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectsubcontracts. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains 2.8(a) sets forth a true, complete and correct accurate list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts each Contract described below to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property properties is bound; party or is otherwise bound or subject (each, a “Material Contract” and collectively, the “Material Contracts”): (i) any Contract that creates a partnership or a joint venture or arrangement that involves a sharing of profits with any other Person; (ii) any Contract that purports to or has the effect of limiting either the Company’s right to engage in, or compete with any Person in, any business; (iii) all pledges, conditional sale any Contract involving the incurrence by the Company of Liabilities (other than Liabilities to render services to customers in the ordinary course of business) in any one transaction or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any series of its property is bound; related transactions in excess of $25,000; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate Contract creating any Lien on any of the Management Company except those described in the Financial Statements or in writing to BRIShares; and (v) any other material agreement Contract pursuant to which the Company has guaranteed any indebtedness; (vi) any Contract not made in the ordinary course of business; (vii) any Contract granting any preferential rights to purchase or contract entered into by acquire any interest in any of Company’s assets, property or rights or requiring consent of any party to the Management transfer and assignment of any such assets, property or rights; (viii) any Contract that contains a “most favored nation” or “most favored customer” clause; and (ix) any leases of properties or assets of the Company, including any Contract creating an Lien on such property or assets. (b) Except as set forth on Schedule 2.12 attached hereto: 2.8(b), (i) the Company is not in breach of, or default under, any Material Contract, and (ii) each Contract Material Contract, to the Knowledge of the Company, is a valid and binding agreement of upon parties thereto other than the Management Company, enforceable against the Management Company in accordance with its terms. (c) No party to any Material Contract (i) has provided any written notice to the Company of its intent to terminate, and neither the Management Company nor or withdraw its participation in, any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; Material Contract, (ii) To has, to the knowledge Knowledge of the Management Company and the StockholdersCompany, the Management Company has fulfilled all material obligations required pursuant threatened to the Contracts to have been performed by it on its part prior to the date hereofterminate, and neither the Management Company nor or withdraw from participation in, any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a such Material Adverse Effect; Contract or (iii) To is, to the knowledge Knowledge of the Management Company and the StockholdersCompany, the Management Company is not in breach of or default in any material respect under any Contractprovision thereof, and and, to the Knowledge of the Company, no event or condition has occurred which occurred, whether with or without the passage of time or the giving of notice notice, or both both, that would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectdefault. (cd) Except as set forth on Schedule 2.122.8(d),the execution, delivery and performance of this Agreement and the continuation, validity and effectiveness consummation of each Contract the transactions contemplated hereby will not be affected by (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Material Contract, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated guaranteed or other change in payments under any Material Contract or (iii) result in the Merger (d) True, correct and complete copies creation or imposition of all Contracts have previously been delivered by any Actions upon the Management Company to BRIor any Lien upon any of the property or assets of the Company under the terms of any Material Contract.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains Neither the Company nor any of its Subsidiaries is a trueparty to or is bound by, complete and correct list of the following contracts and agreementsany agreement, contract or legally binding understanding, whether written oral or oral (collectively, the "Contracts"): written: (i) all management contracts providing for (A) aggregate noncontingent payments by or to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; Subsidiaries in excess of $200,000 or (iiiB) all pledges, conditional sale potential payments by or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; Subsidiaries reasonably expected to exceed $200,000 and that, in each case, either (x) has a remaining term of more than one (1) year from the date hereof or (y) cannot be unilaterally terminated by the Company at any time, without material penalty, within ninety (90) days of providing notice of such termination, and other than standard end-user Contracts; (ii) restricting the right of the Company in any material respect to engage in any line of business or sell, supply or distribute any service or product, or, where material, to compete with any entity or to conduct business in any geography; (iii) that after the Effective Time would have the effect of restricting the right of Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) to engage in any line of business or sell, supply or distribute any service or product, or, where material, to compete with any entity or to conduct business in any geography, or, where material, to hire any individual or group of individuals; (iv) all contractsinvolving any joint venture or partnership that is material to the business of the Company and its Subsidiaries, taken as a whole; (v) relating to the borrowing of money or the guarantee of any such obligation (other than trade payables and instruments relating to transactions entered into in the ordinary course of business) having an outstanding principal amount in excess of $100,000; (vi) containing severance or termination pay Liabilities related to termination of employment; (vii) related to Company Product supply, manufacturing, distribution, development, modification or customization (except for any Company contracts in which either the aggregate noncontingent payments to or by the Company are not in excess of $200,000 or the potential payments to or by the Company are not expected to exceed $200,000); (viii) relating to the acquisition, transfer, use, modification or sharing of any Intellectual Property or any other agreement affecting the ability of the Company or any of its Subsidiaries to use or disclose any Intellectual Property (except for any Company contracts that are not otherwise material to the business of the Company or any Subsidiary or pursuant to which (1) Intellectual Property is licensed to the Company or any of its Subsidiaries for use in the operation of their businesses under any license generally available to the public and having a value less than $100,000, (2) Intellectual Property embedded in or constituting a Company Product is licensed by the Company or any of its Subsidiaries in the ordinary course of business to a third-party customer, (3) third-party Intellectual Property embedded in equipment or fixtures is licensed to and used by the Company or any of its Subsidiaries for internal purposes only under a commercially available license; or (4) the Company or a Subsidiary, or a Third Party, agrees to maintain the confidentiality of information disclosed by the other party thereto, where such contract does not otherwise materially restrict the right of the Company or any Subsidiary to conduct its business); (x) containing “standstill” or similar provisions to which the Company is subject and restricted; (xi) pursuant to which the Company or any Subsidiary of the Company has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance, keep-well or similar agreements or other understandings arrangements in any such case which, individually is in excess of $100,000; (xii) involving the lease of real property with aggregate annual rent payments in excess of $100,000; (xiii) to which the Company or arrangements between the Management Company and any stockholder or affiliate Subsidiary of the Management Company except those is a party and pursuant to which any person is authorized to use or has an option to obtain the right to use any material Company Intellectual Property, including any material license or sublicense of Company Intellectual Property; (xiv) requiring or relating to any escrow, disclosure, provision or transfer of any of the source code of any Software owned by the Company or a Subsidiary; or (xv) otherwise required to be filed as an exhibit to an Annual Report on Form 10-K, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act, that have not been so filed. Each contract of the type described in the Financial Statements immediately preceding sentence is referred to herein as a “Company Material Contract.” The Company has heretofore made available to Parent a complete and correct copy of each Company Material Contract, including any amendments or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Companymodifications thereto. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Each Company Material Contract is a valid and binding agreement on the Company or its Subsidiary party thereto and, to the Knowledge of the Management Company, each other party thereto, and is in full force and effect, and is enforceable against the Management Company in accordance with its termsterms and, to the Knowledge of the Company, against each other party thereto (in each case, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relieve and other equitable remedies), and neither the Management Company nor any Stockholder has any knowledge that such and each of its Subsidiaries have performed in all material respects all obligations required to be performed by them under each Company Material Contract is not a valid and binding agreement and, to the Knowledge of the Company, each other parties thereto; (ii) To the knowledge of the Management party to each Company and the Stockholders, the Management Company Material Contract has fulfilled performed in all material respects all obligations required pursuant to the Contracts to have been be performed by it on its part prior to the date hereof, and neither the Management under such Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries knows of, or has received written or, to the Knowledge of the Company, oral notice of, any violation or default under (or any condition that with the passage of time or the giving of notice, or both, would cause such a violation of or default under) any Company Material Contract or any other agreement or contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.12To the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time), would reasonably be expected to: (i) result in a material violation or breach of any provision of any Company Material Contract; (ii) give any Person the continuationright to declare a default or exercise any remedy under any Company Material Contract; (iii) give any person the right to receive or require a material rebate, validity and effectiveness chargeback, penalty or change in delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (v) give any Person the right to cancel, terminate or modify any Company Material Contract, in each Contract will not case, in a manner that would reasonably be affected by the Merger (d) True, correct and complete copies of all Contracts expected to have previously been delivered by the Management a Company to BRIMaterial Adverse Effect.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a trueExcept for contracts, complete commitments, agreements, leases, licenses, and correct list other instruments disclosed in Section 4.25 of the following contracts and agreements, whether written or oral Company Disclosure Schedule (collectively, the "Material Contracts"): ), neither Company nor any of its Subsidiaries is a party to or bound by: (a) any agreements with any present employee, officer or director (or former employee, officer or director to the extent there remain at the date hereof obligations to be performed by Company or any of its Subsidiaries), other than individual non-competition and/or confidentiality agreements with employees entered into in the ordinary course of business; (b) any material agreements with a consultant, sales representative, agent or dealer not terminable upon 30 days written notice; (c) agreements or indentures relating to the borrowing of money or the deferred purchase price of property (in either case whether or not secured in any way), or any guarantee of any of the foregoing, having a remaining balance on the date hereof in an amount exceeding $100,000 or in respect of which Company or one of its Subsidiaries is not authorized to prepay the related indebtedness on 30 days or less advance notice; (d) any partnership, joint venture, profit-sharing or similar agreement; (e) contracts, not entered into in the ordinary course of business on an arm's-length basis, that are material to Company; (f) any collective bargaining agreements, memoranda or understanding, settlements or other labor agreements with any union or labor organization applicable to Company, its Affiliates or their employees; (g) any agreements or arrangements for the acquisition or sale of any business of Company entered into since January 1, 2001 (or, without regard to such date, to the extent any indemnification or similar obligations of Company or any of its Subsidiaries exist as of the date of this Agreement) or any such agreement or arrangement, regardless of when such agreement or arrangement was entered into, that has not yet been consummated or in respect of which Company or any of its Subsidiaries has any remaining obligations (whether by merger, sale or purchase of assets or stock, consolidation, share exchange or otherwise); (h) any agreement which imposes non-competition or non-solicitation restrictions, or any "exclusivity" or similar provision or covenant, including any organizational conflict of interest prohibition, restriction, representation, warranty or notice provision or any other restriction on future contracting set forth in Company's Government Contracts, other than non-solicitation restrictions relating to clients' or the Company's employees contained in the Company's contracts entered into in the ordinary course of business; (i) all management contracts any employment, severance or other similar agreement which contains a change of control or "golden parachute" provision; and (j) any other agreements to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which or any Management Company of its Subsidiaries is a party or by which the Management Company they or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases their assets are bound and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements involves consideration or other understandings or arrangements between the Management Company and any stockholder or affiliate obligation in excess of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company$250,000.00 annually. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. The Company is not a party to any written or oral: (a) Schedule 2.12 attached hereto contains contract for the employment of any officer, individual employee, or other Person on a truefull-time, complete and correct list part-time, consulting or other basis; (b) contract relating to Funded Indebtedness or to the mortgaging, pledging or otherwise placing a Lien on any Asset or group of Assets of the following contracts and agreementsCompany; (c) contract involving the sale of the accounts receivable of the Company to any other Person at a discount; (d) guarantee of any obligation for borrowed money or otherwise; (e) contract with respect to the lending or investing of funds; (f) contract under which the Company is the lessee of or the holder or operator of any real or personal property owned by any other Person; (g) contract under which the Company is the lessor of or permits any third Person to hold or operate any real or personal property owned or controlled by the Company; (h) assignment, whether written license, indemnification or oral (collectivelyagreement with respect to any form of intangible property, the "Contracts"):including, without limitation, any Intellectual Property or confidential information; (i) contract or group of related contracts with the same Person for the sale of assets or services which generate in excess of $250,000 in revenues in any 12-month period; (j) contract which prohibits the Company from freely engaging in business anywhere in the world; (k) contract relating to the purchase, distribution, marketing or sales of the Company's, or any other Person's products (other than purchase and sales orders entered into in the ordinary course of business consistent with past practices and the performance of which by the parties thereto is reasonably expected to be substantially completed within 30 days of the execution thereof); (l) contract with any Affiliate; or (m) any other contract Material to the business of the Company. The Company has performed in all management contracts Material respects all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract to which it is a party or by which any of its Assets may be bound; and to the Company's knowledge no event has occurred which, with the passage of time or the giving of notice or both, would result in such a default or breach under any such contract. To the Company's knowledge, no other party to any contract to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company its Assets may be bound is in default under or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, such contract and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights default or result in the creation of breach under any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) contract. There has been made available to the best knowledge Purchaser (i) a true and complete copy of each of the Management Company and contracts listed on the StockholdersDisclosure Letter, there is no existing breach together with all amendments, waivers or default by any other party to any Contractchanges thereto, and no event has occurred which with the passage of time or giving of notice or both would constitute (ii) a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies description of all Contracts have previously been delivered oral contracts to which the Company is a party or by the Management Company to BRIwhich any of its Assets may be bound.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a trueFor purposes of this Agreement, complete and correct list each of the following contracts and agreements, whether written or oral (collectively, the shall be deemed to constitute a "ContractsCompany Material Contract"):: (i) all management contracts any Company Contract that is required by the rules and regulations of the SEC to which be filed as an exhibit to the Management Company is a partySEC Reports; (ii) all loan agreementsany Company Contract relating to the employment of any employee, indentures, mortgages and guaranties any Contract pursuant to which the Company or any Management Company Subsidiary is a party or by may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of salary) in excess of $125,000, to any current or former employee or director; (iii) any Company Contract relating to the acquisition, transfer, development, sharing or license of any material Proprietary Asset (except for any Company Contract pursuant to which (A) any material Proprietary Asset is licensed to the Management Company or any of its property Subsidiaries under any third party software license generally available for sale to the public, or (B) any material Proprietary Asset is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which licensed by any of the Management Company is a party or by which the Management Company or any of its property is boundSubsidiaries to any Person on a non-exclusive basis); (iv) all contractsany Company Contract which provides for indemnification of any officer, agreements director or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; andemployee; (v) any other material agreement Company Contract creating or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement relating to any partnership or joint venture or any sharing of the Management Companyrevenues, enforceable against the Management Company in accordance with its termsprofits, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties theretolosses, costs or liabilities; (iivi) To any Company Contract that involves the knowledge payment or expenditure of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe $750,000 that the Management Company will may not be able to fulfillterminated by the Company (or its Subsidiary, when due, all of its obligations under as the Contracts which remain to be performed case may be) (without penalty) within 60 days after the date hereof except those obligations delivery of a termination notice by the failure to fulfill would not have a Material Adverse EffectCompany (or its Subsidiary, as the case may be); (iiivii) To any Company Contract contemplating or involving (A) the knowledge payment or delivery of cash or other consideration in an amount or having a value in excess of $750,000 in the aggregate, or (B) the performance of services having a value in excess of $750,000 in the aggregate; or (viii) any Company Contract imposing any restriction on the right or ability of the Management Company and the Stockholdersor any Company Subsidiary to (A) compete with any other Person, the Management (B) acquire any material product or other material asset or any services from any other Person, sell any material product or other material asset to or perform any services for any other Person or transact business or deal in any other manner with any other Person, or (C) develop or distribute any material technology; (ix) any Company is not in breach of Contract involving interest rate swaps, caps, floors or default under option agreements or any Contract, and no event has occurred which with the passage of time other interest rate risk management arrangement or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effectforeign exchange contract; and (ivx) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Company Contract, and no event has occurred which with the passage if a breach of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not Company Contract could reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms. (c) Except as set forth on Schedule 2.12Neither the Company nor any Company Subsidiary has violated or materially breached, or committed any default under, any Company Material Contract. To the continuationCompany's knowledge, validity and effectiveness of each Contract will not be affected by the Mergerno other Person has materially violated or breached, or committed any default under, any Company Material Contract. (d) TrueNo event has occurred, correct and complete no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (i) result in a violation or breach of any provision of any Company Material Contract; (ii) give any Person the right to declare a default or exercise any remedy under any Company Material Contract; (iii) to the Company's knowledge, give any Person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (v) give any Person the right to cancel, terminate or modify any Company Material Contract. (e) Neither the Company nor any Company Subsidiary is party to a Government Contract and none of them has submitted a Government Bid. (f) Schedule 4.14 of the Company Disclosure Statement provides a list of all Company Material Contracts (including all amendments thereto) not otherwise included in the Company SEC Reports. The Company has provided or made available to Buyer a copy of each Company Material Contract (including all amendments thereto) listed in Schedule 4.14 (f) of the Company Disclosure Statement, other than Company Material Contracts filed as Exhibits to the Company SEC Reports and all copies of all amendments to the Company Material Contracts filed as exhibits to the Company SEC Reports, to the extent such amendments have previously not been delivered by filed with the Management Company to BRISEC.

Contracts and Commitments. (a) Section 3.12 of the Disclosure Schedule 2.12 attached hereto contains sets forth, as of the date hereof, a true, complete and correct list of the following contracts and agreementsevery binding contract, whether written agreement, loan, license, guarantee or oral (collectively, the "Contracts"): (i) all management contracts commitment to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which or any Management of the Company Subsidiaries is a party or by which any of them or their respective assets or properties are bound and that (i) is with a Major Customer or a Major Vendor; (ii) is a collective bargaining, works council agreement or similar labor-related agreement or arrangement; (iii) contains any non-competition or similar restrictions or contains any exclusivity provision that materially restricts the Management ability of the Company to engage in any business or operate in any geographic area; (iv) is a contract or license related to Licensed Intellectual Property Rights or Company Intellectual Property Rights; (v) provides for Indebtedness of the Company or any Company Subsidiary; or (vi) provides for any guaranty, excluding endorsements or guaranties of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described instruments made in the Financial Statements or ordinary course of business, including in writing to BRI; and (v) any other material agreement or contract entered into by connection with the Management Companydeposit of items for collection and statutory warranties. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement Without duplication of the Management Companyprovisions of Section 3.12(c), enforceable against the Management Company in accordance with its termsthere is not, and neither there has not been claimed or alleged in writing by any Person, with respect to any Material Contract or contracts other than Material Contracts, a default thereof by the Management Company nor or any Stockholder has any knowledge that such Contract is not a valid and binding agreement of Company Subsidiary which, in the other parties thereto; (ii) To aggregate, would be material to the knowledge of the Management Company and the StockholdersCompany Subsidiaries (taken as a whole), the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereofany default or event that, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of with notice or default under any Contract, and no event has occurred which with the passage lapse of time or giving of notice or both both, would constitute such a defaultdefault on the part of the Company or any Company Subsidiary or, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge Knowledge of Seller, on the Management Company and the Stockholders, there is no existing breach or default by part of any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectthereto. (c) Except as Without duplication of the provisions of Section 3.12(b), with respect to the Specified Contracts: (i) (A) all representations and certifications executed, acknowledged or set forth on Schedule 2.12in or otherwise material to the Specified Contracts were complete and correct in all material respects as of their effective date, and the Company and the Company Subsidiaries have made a good faith effort to comply in all material respects with all such representations and certifications and (B) no termination for convenience, termination for default, cure notice or show cause notice is in effect as of the date hereof pertaining to any of the Specified Contracts; (ii) neither the Company nor any Company Subsidiary nor, to the Seller’s Knowledge, any of their respective key management personnel or officers is (or during the last three years has been) under audit by any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any of the Specified Contracts (other than routine audits) and during the last three years, neither the Company nor any Company Subsidiary has conducted or initiated any internal investigation or made a voluntary disclosure to the United States Government, with respect to any material alleged irregularity, misstatement or omission arising under or relating to any of the Specified Contracts; (iii) there exist (A) no outstanding material claims against the Company or any of the Company Subsidiaries, either by any Governmental Entity, or by any prime contractor, subcontractor or vendor, arising under or relating to the Specified Contract and (B) no material disputes between the Company or any Company Subsidiary and any Governmental Entity under the Contract Disputes Act, as amended, or any other federal or state statute or between Company or any of the Company Subsidiaries and any prime contractor, subcontractor or vendor arising under or relating to the Specified Contract; and (iv) neither the Company nor any of the Company Subsidiaries nor, to the Seller’s Knowledge, any of their respective key management personnel or officers has been suspended or debarred from doing business with the United States Government or any other Governmental Entity or is, or at any time has been, the continuation, validity and effectiveness subject of each Contract will not be affected by the Merger (d) True, correct and complete copies a finding of all Contracts have previously been delivered by the Management Company to BRInonresponsibility or ineligibility for United States Government or other Governmental Entity contracting.

Contracts and Commitments. Section 3.13 of the Disclosure Schedule sets forth a list of all of the following agreements, contracts and commitments (each, a “Contract”) to which either of the Companies are a party or by which either of the Companies or their respective assets or the Transferred Assets, to the extent applicable, are bound and, in each case, where there are still remaining obligations on the part of any party thereto (each, a “Material Contract”): (a) Schedule 2.12 attached hereto contains a trueemployment agreements or severance agreements or employee termination arrangements, complete and correct list in any such case, with respect to the senior executive officers of the following contracts Companies and agreementsemployees, whether written that are not terminable at will by the respective company; (b) any change of control agreements with employees of either of the Companies; (c) all Contracts that require the Company to purchase its total requirements of any product or oral service from a third party or that contain “take or pay” provisions; (collectivelyd) all Contracts outside the ordinary course of business that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental or other Liability of any Person; (e) Contracts containing any covenant materially limiting the "Contracts"):ability of the either of the Companies to engage in any material line of business or to compete with any business or Person (excluding in each case confidentiality agreements entered into between either of the Companies and prospective purchasers of the Business); (f) Contracts (other than Plans) with (i) Seller Parent, its Affiliates, or their unitholders, (ii) either of the Companies, or (iii) any officer, director or employee of Seller Parent, its Affiliates or either of the Companies, that are not terminable at will, or that cannot be terminated without material penalty; (g) Contracts under which either of the Companies has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness, in each case, relating to amounts in excess of $150,000; (i) Leases and (ii) personal property leased to or from either of the Companies (and to or from Xxxx Markets and Thomaston Land, as it relates solely to the Transferred Assets) for amounts in excess of $15,000 over any twelve-month period; (i) guaranties of the Companies involving underlying obligations; (j) Contracts relating to capital expenditures with respect to the Companies and involving future payments which exceed $10,000; (k) all management contracts Contracts with any Governmental Authority to which the Management either Company is a party; (iil) all loan agreementsContracts entered into since January 1, indentures, mortgages and guaranties 2014 relating to which the acquisition or disposition of material assets (other than in the ordinary course of business) or a material portion of the capital stock of any Management Company is a party or by which the Management Company or any of its property is boundbusiness enterprise; (iiim) all pledges, conditional sale Contracts with a Material Customer or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is boundMaterial Supplier; (ivn) all contractsContracts contributing to the Companies’ or the Business’s revenue, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate which are not being transferred as part of the Management Company except those described in the Financial Statements or in writing to BRI; andTransaction; (vo) Contracts (other than those covered by clause (a) through (n) above) pursuant to which either of the Companies will receive or pay in excess of $100,000 over any other material agreement twelve-month period. Seller Parent, Xxxx Markets and Thomaston Land, to the extent applicable, have made available or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) delivered to Purchaser a copy of each written Material Contract. Each Material Contract is a in full force and effect, and is valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement availability of the other parties thereto; (ii) To the knowledge equitable remedies. As of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason with respect to believe that the Management Company will not be able to fulfillall Material Contracts, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge none of the Management Company and the StockholdersCompanies, the Management Company is not in breach of or default under any ContractXxxx Markets, and no event has occurred which with the passage of time or giving of notice or both would constitute such a defaultThomaston Land or, result in a loss of rights or result in the creation of any liento Sellers’ Knowledge, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contractsuch contract is in material breach thereof or material default thereunder and, and no to Sellers’ Knowledge, there does not exist any event has occurred which which, with the passage of time or giving of notice or both the lapse of time, would constitute such a default by material breach or material default, except for such other partybreaches, result in a loss of rights defaults and events as to which requisite waivers or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not consents have a Material Adverse Effectbeen obtained. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached 3.6 annexed hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts to which the Management Company is a party;Delete (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company is a party or by which the Management Company or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Management Company Seller is a party or by which the Management Company Seller or any of its property is bound. (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller is a party or by which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000.00 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of Seller; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; andDelete (v) all agency, distributor, sales representative and similar agreement to which Seller is a party; (vi) Delete (vii) all leases, whether operating, capital or otherwise, under which Seller is lessor or lessee; (viii) any other material agreement or contract entered into by Seller, including without limitation, the Management Companypurchase orders which have been committed to or accepted by Seller. (b) Except as set forth on Schedule 2.12 attached 3.6 (b) annexed hereto: (i) each Contract is a valid and binding agreement of the Management CompanySeller, enforceable against the Management Company Seller in accordance with its terms, and neither the Management Company nor any Stockholder has Seller does not have any knowledge that such any Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect;Delete (iii) To the knowledge of the Management Company and the Stockholders, the Management Company Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; andthereto; (iv) to the best knowledge of the Management Company and the StockholdersSeller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, thereto; (v) Seller is not restricted by any Contract except by government regulation as part of military specifications under which certain products are manufactured from carrying on its business anywhere in each case, as would not have a Material Adverse Effect.the world; and (vi) Delete (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the MergerDelete (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company Seller to BRIPurchaser.

Contracts and Commitments. (a) As of the date of execution of this Agreement, Schedule 2.12 attached hereto 4.22(a) of the Signing Disclosure Schedule, and as of the Closing Date, Schedule 4.22(a) of the Closing Disclosure Schedule, contains a true, complete and correct accurate list of the following contracts all agreements, contracts, licenses, instruments, obligations and agreementscommitments of any kind, whether written or oral oral, including all indentures, loans, mortgages leases, notes, installment obligations (including finance leases), consulting agreements, services agreements and agreements for the sale of goods or provision of services, any agreement to acquire any debt obligations of others, power of attorney or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other Person, corporation, partnership, joint venture, association, organization or other entity (collectively, the "Contracts"): ) for which any of the following apply: (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which or any Management Company of its Subsidiaries is a party or by which the Management Company or any of its property is bound; Subsidiaries or any of their properties or assets may be bound or (iiiii) all pledgesentered into by or on behalf, conditional sale at the direction, with the consent or title retention agreementsunder the authority of (A) any past or present Additional KSO Employee, security agreements(B) the Company, personal property leases and lease purchase agreements any of its Subsidiaries or any of the Selling Shareholders, (C) any past or present officer, director, commissioner or employee of the Company, any of its Subsidiaries or any of the Selling Shareholders or (D) any past or present officer, director, commissioner or employee of any Affiliate of any Selling Shareholder to which the Management Company KSO Unit is a party or by which the Management Company KSO Unit or any of its property is properties or assets may be bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except for the KSO Agreement, each of the Contracts is a legal, valid, binding and enforceable obligation of the parties thereto, except as set forth on Schedule 2.12 attached hereto: the enforceability thereof may be limited by (i) each Contract is a valid bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of Purchaser's rights generally and binding agreement of (ii) general equitable principles. Except for the Management CompanyKSO Agreement, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder of its Subsidiaries is in default under or in violation of, nor has any knowledge event occurred that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage lapse of time or giving of notice or both would constitute a default by such or event of default under, nor is there any valid basis for any claim of default under or violation of, any Contract. To the Knowledge of the Selling Shareholders, the KSO Unit is not in default under or in violation of any Contract and no event has occurred that with the giving of notice or lapse of time or both would constitute a default or event of default under, and there is no basis for any claim of default under or violation of, any Contract. To the Knowledge of the Selling Shareholders, there has been no default, violation or event that with the giving of notice or lapse of time or both would constitute a default or event of default on the part of any other partyparty to a Contract except for the KSO Agreement. As of the Closing Date, result each Contract then in a loss of rights or result effect was entered into in the creation ordinary course of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effectbusiness consistent with past practice. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts Except as expressly contemplated by this Agreement, or as set forth in the Disclosure Letter, as of the Closing neither the Company nor Subsidiaries will be a party to, or bound by, any currently effective written or oral: (A) pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred, incentive or other compensation to employees or any other employee benefit plan, or any contract with any labor union; (B) contract for the employment of any officer, individual employee, or other person or entity on a full-time, part-time, consulting or other basis which, in any way, restricts or limits its right to terminate such contract at will (but such schedule need not disclose the existence of any law, public policy, or any oral discussions, or oral statements of policy which might, under current law, be interpreted as imposing upon the Company any covenant of good faith and fair dealing, or otherwise generally restrict the Company's ability to terminate its employees other than on an "at-will" basis or within sixty (60) days following delivery of a notice of termination); (C) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging, transfer of a security interest, or otherwise placing a lien on any material asset or material group of assets of the Company; (D) guarantee of any obligation; (E) lease or agreement under which it is the lessee of or holds or operates any property, real or personal, owned by any other party; but there may be excluded from such Schedule leases or agreements under which the Management aggregate annual rental payments of the Company do not, in the aggregate, exceed $50,000; (F) agreement or group of related agreements with the same party or any group of parties who are affiliated, which requires an aggregate payment by or to the Company in an amount in excess of (x) with respect to purchase or sales orders in the ordinary course of business, $50,000, and (y) with respect to any other contracts, $25,000; (G) warranty agreement of the Company with respect to services provided or products sold, licensed or leased by the Company as seller, licensor or lessor; (H) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (I) any other agreement which in the best judgment of the Company is a party;material to its business. (ii) The Company and Subsidiaries have performed in all loan agreementsmaterial respects all obligations required to be performed by them and are not in default under, indenturesor in material breach of, mortgages and guaranties or after due inquiry, in receipt of any claim of default under or breach of, any material agreement, all of which are described in the Disclosure Letter, to which any Management of them are a party or to which their assets are subject; the Company has no present expectation or intention of not fully performing all such obligations; the Company does not have any knowledge of any material breach or anticipatory breach by the other parties to any material contract or commitment which is required to be disclosed in the Disclosure Letter; and to the best of the Company's knowledge none of the Company or its Subsidiaries is a party to any contract or by which the Management Company contracts which, either individually or any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or aggregate, are reasonably likely to result in writing a material loss to BRI; and (v) any other material agreement or contract entered into by the Management Company. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) . To the best knowledge of the Management Company and the Stockholders, there are no warranty claims or other uninsured claims under completed contracts which might involve a material monetary liability which is not reserved against in the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect;Financial Statements. (iii) To the knowledge None of the Management Company and the StockholdersStockholders nor, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the StockholdersCompany, there is no existing breach or default by any other officer of the Company or Subsidiaries, is a party to any Contractoral or written contract which prohibits, or materially restricts or limits his performance of his duties or the fulfillment of his obligations as an employee and no event has occurred which with an officer of the passage of time Company or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse EffectSubsidiary. (civ) Except as set forth on Schedule 2.12, the continuation, validity A true and effectiveness correct copy of each Contract will not be affected by of the Merger (d) Truewritten contracts and a description of the oral contracts which are referred to in the Disclosure Letter, correct and complete copies of referred to above, together with all Contracts amendments, waivers or other changes thereto, have previously been delivered by supplied to the Management Company to BRIInvestors' special counsel, Messrs. Stradling, Yocca, Xxxxxxx & Xxxxx.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains a true, complete and correct accurate list of the following contracts and all contracts, agreements, commitments and instruments (whether written or oral oral, contingent or otherwise) of ZoneCare of or concerning the following matters (collectively, the "Contracts"“Seller Agreements”): (i) all management contracts to which the Management Company is a partylease, as lessee or lessor, or license, as licensee or licensor, of any real or personal property (tangible or intangible) including the real property leases; (ii) all loan agreementsthe employment or engagement of any officer, indenturesdirector, mortgages manager, employee, consultant or agent, other than those terminable at will without severance obligation, and guaranties any covenant not to which compete with any Management Company is a party or by which the Management Company or any of its property is boundformer employees; (iii) all pledges, conditional sale any arrangement limiting the freedom of the Sellers or title retention agreements, security agreements, personal property leases and lease purchase agreements ZoneCare to which compete in any manner in any line of business or requiring the Management Company is a party Sellers or by which the Management Company or any of its property is boundZoneCare to share profits other than commissions payable to employed sales persons; (iv) all contractsany arrangement that could reasonably be anticipated to have a Material Adverse Effect on ZoneCare, agreements financial or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; andotherwise; (v) any other arrangement material agreement to ZoneCare’s business, whether or contract not entered into in the ordinary course of business of ZoneCare; (vi) any arrangement for the procurement of products and/or services from its network of vendors; (vii) any power of attorney, whether limited or general, granted by ZoneCare; (viii) any arrangement that requires performance for a period of more than 30 days or that requires aggregate payments in excess of $25,000; (ix) Indebtedness or a guarantee of Indebtedness or any guarantee of any Liability or obligation of any other Person, or the Management Companyissuance of letters of credit; (x) management, consulting or advisory arrangements; (xi) any profit sharing, membership interest option, membership interest purchase, membership interest appreciation, restricted membership interest, deferred compensation, severance, or other arrangement for the benefit of its current or former directors, officers, managers or employees; (xii) the acquisition or sale, directly or indirectly (by merger or otherwise), or material assets (whether tangible or intangible), other than the purchase of inventory and services in the ordinary course of business consistent with past practice; and (xiii) any relationship between ZoneCare or any person or entity affiliated with or related to ZoneCare or any officer, director or manager thereof. (b) Except as set forth on Schedule 2.12 attached hereto: The Sellers have delivered to Buyer true and complete copies of all of the Seller Agreements. The Seller Agreements are valid and effective in accordance with their terms, and there is not under any of such Seller Agreements (i) each Contract is a valid and binding agreement of the Management Companyany existing or claimed material default or breach by ZoneCare, enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; or (ii) To to the knowledge of the Management Company and the StockholdersSellers, the Management Company has fulfilled all any existing or claimed material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no or event has occurred which with the passage of time or giving of notice or both lapse of time, or both, would constitute a material default by any such other party. There is no actual or, result in a loss to the knowledge of rights the Sellers, threatened termination, cancellation or result in the creation limitation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as Seller Agreements that would not have a Material Adverse Effectmaterial adverse effect on ZoneCare, and its respective business, finances or otherwise. There is no pending or threatened bankruptcy, insolvency or similar proceeding with respect to any other party to the Seller Agreements. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Schedule 2.12 2.14 attached hereto contains a true, complete and correct list of the following contracts contracts, arrangements, commitments and agreements, whether written or oral (collectively, “Contracts”) (other than a Contract which is an Excluded Asset), (x) by which any of the "Contracts"):Assets are bound or affected, (y) to which Seller is a party or by which it is bound solely in connection with the Business or any of the Assets and (z) to which BSA or BSG is a party or by which any of their assets or properties are bound or affected: (i) all management contracts to which the Management Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to guaranties; (ii) all Contracts which any Management Company is a party involve payments or receipts of more than $20,000 under which full performance (including payment) has not been rendered by which the Management Company or any of its property is boundall parties thereto; (iii) all pledgesagency, conditional sale or title retention distributor, sales representative and similar agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contractsContracts with any stockholder, agreements director, officer or other understandings or arrangements between the Management Company and any stockholder or affiliate Affiliate of the Management Company except those described in the Financial Statements Seller, BSA or in writing to BRI; andBSG; (v) all leases, whether operating, capital or otherwise, which involve payments of more than $20,000 per year; (vi) any license to or for any Intangible Property (other than customary end user license agreements to readily available software); (vii) Contracts containing any covenant not to compete obligating Seller, BSA or BSG with respect to the Business; or (viii) any other material agreement or contract entered into by the Management CompanyContract not included in subparagraphs (i) – (vii) above. (b) Except as set forth on Schedule 2.12 2.14 attached hereto: (i) each Contract is in full force and effect and is a valid and binding agreement of the Management CompanySeller, BSA or BSG, as the case may be, enforceable against the Management Company Seller, BSA or BSG, as the case may be, in accordance with its terms, terms and neither the Management Company nor any Stockholder has Seller does not have any knowledge that such any Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge none of the Management Company and the StockholdersSeller, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company BSA or BSG is not in breach of or default under any Contract, Contract and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and Seller no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other partydefault, result in a loss of rights or an acceleration of an obligation or result in the creation of any lien, charge or encumbrance Encumbrance thereunder or pursuant thereto exceptthereto; and (iii) to the knowledge of the Seller, there is no existing breach or default by any other party to any Contract, no event has occurred which with the passage of time or giving of notice or both would constitute a default, result in each case, as would not have a Material Adverse Effect.loss of rights or an acceleration of an obligation or result in the creation of any Encumbrance thereunder or pursuant thereto; and (c) Except as set forth on Schedule 2.122.3 or Schedule 2.14, the continuation, validity validity, enforceability and effectiveness of each Contract will not be affected by the Mergerconsummation of the transactions contemplated by this Agreement. (d) True, correct and complete copies of all written Contracts and true, correct and complete summaries of all oral Contracts have previously been delivered made available by the Management Company Seller to BRIthe Buyer. (e) No party to any Contract has repudiated any provision thereof and communicated such repudiation to the Seller, and there are no negotiations pending or in progress to revise any material terms of any Contract. (f) Except for Contracts set forth on Schedule 2.14, (i) no Contracts which are purchase contracts continue for a period of more than 12 months or are for quantities or amounts in excess of the normal, ordinary, usual and current requirements of the Business and (ii) no Contracts obligate the Seller, BSA or BSG to sell products or to render services pursuant to terms and conditions the Seller, BSA or BSG cannot reasonably expect to satisfy or fulfill in their entirety.

Contracts and Commitments. (a) Schedule 2.12 SCHEDULE 3.17 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts to which the Management Company is a party; (ii1) all loan agreements, indentures, mortgages and guaranties to which the Company or any Management Company of the Subsidiaries is a party or by which the Management Company or any of its the Subsidiaries or any of their property is bound; (iii2) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements to which the Management Company or any of the Subsidiaries is a party or by which the Management Company or any of its the Subsidiaries or any of their property is bound; (iv3) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Company or any of the Subsidiaries of more than GBP100,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Company or any of the Subsidiaries; (4) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (5) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Subsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company except those described in and any of the Financial Statements Shareholders or in writing to BRItheir affiliates; (6) all leases, whether operating, capital or otherwise, under which the Company or any of the Subsidiaries is lessor or lessee; (7) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; and (v) 8) any other material agreement agreements or contract contracts entered into by the Management CompanyCompany or any of the Subsidiaries. (b) Except as set forth on Schedule 2.12 attached heretoSCHEDULE 3.17: (i1) each Contract is a valid and binding agreement of the Management CompanyCompany or the relevant Subsidiary, enforceable against the Management Company or the relevant Subsidiary in accordance with its terms, and neither the Management Company nor any Stockholder has or the relevant Subsidiary does not have any knowledge that such any Contract is not a valid and binding agreement of the other parties thereto; (ii2) To the knowledge of Company or the Management Company and the Stockholders, the Management Company relevant Subsidiary has fulfilled all material obligations required pursuant to the Contracts to have been performed by it the Company or the relevant Subsidiary, as the case may be, on its part prior to the date hereof, and neither the Management Company nor any Stockholder or the relevant Subsidiary, as the case may be, has any no reason to believe that the Management Company it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effecthereof; (iii3) To the knowledge of Company or the Management Company and the Stockholders, the Management Company relevant Subsidiary is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, encumbrance on the assets of the Company or the relevant Subsidiary thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; andthereto; (iv4) to the best knowledge of the Management Company and the StockholdersShareholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto exceptthereto; (5) there are not and, since January 1, 1996 have not been, any claims of a non-routine nature relating to the Company or any Subsidiary by customers of the Company or any of the Subsidiaries under any warranties, whether express or implied; and (6) the Company and the Subsidiaries are not restricted by any Contract from carrying on their business anywhere in each case, as would not have a Material Adverse Effectthe world. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company or the Shareholders to BRIthe Buyer. (d) Neither the Company nor any Subsidiary has received notice that (and no circumstances exist which may give rise to the service of such a notice on the Company) it has been a party to any agreement, practice or arrangement which in whole or in part: (a) contravenes, is subject to, or requires registration under the Restrictive Trade Practices Act 1976 and 1977; (b) contravenes the provisions of Part IX of the Fair Trading Act 1973 (the "Fair Trading Act"); (c) would or might result in a reference of a "consumer trade practice" within the meaning of Section 13 of the Fair Trading Act, or be liable to a reference to the Consumer Protection Advisory Committee under Part II of the Fair Trading Act; (d) contravenes the provisions of the Trade Descriptions Act 0000 xxx 1972; (e) contravenes Articles 85 and 86 of the Treaty of Rome; or (f) contravenes the provisions of the Consumer Credit Act 0000.

Contracts and Commitments. (a) Schedule 2.12 attached hereto contains 5.19(a) sets forth a true, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all management contracts Contracts to which the Management a Company is a party; (ii) all loan agreements, indentures, mortgages and guaranties to which any Management Company Group Member is a party or by which a Company Group Member is bound and which are executory as of the Management date of this Agreement: (i) Contract requiring the consent of, or the waiver by, any other Person (including any supplier, distributor, customer, licensee, licensor, insurer, investor or lender) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby on the part of the Company; (ii) Contract (A) restricting the development, manufacture, marketing, distribution or sale of any products or services of any Company Group Member, (B) restricting or limiting the entering into of any market or line of business by any Company Group Member, (C) restricting the ability of any Company Group Member to compete with any other Person, (D) prohibiting the transaction of business with any other Person (including any prohibition on the solicitation of business from any Person) by any Company Group Member, (E) granting to another Person by any Company Group Member exclusive rights with respect to any goods or services, items of Software or territory, or (F) prohibiting the solicitation by any Company Group Member of employees from any Person; (iii) Contract which is an exclusive dealing or “take or pay” agreement; (iv) Contract that contains a “most favored nation” or “most favored customer” pricing or other provision; (v) Contract pursuant to which any Company Group Member has granted, or agreed to grant, to another Person a license to the Company’s or any of its Subsidiaries’ Intellectual Property, excluding (i) Contracts with Material Customers and (ii) Contracts entered into in the Ordinary Course of Business with any other customer that accounts for current annual revenue equal to or less than $200,000; (vi) Contract with any Material Customers; (vii) Contract with any Material Supplier; (viii) Contracts pursuant to which any Company Group Member has granted, or agreed to grant (whether or not any requirement such as the giving of notice, the lapse of time or the happening of any further condition, event or act has been satisfied), to another Person the right to sublicense or transfer any Software (other than Contracts to sublicense or transfer Software to a customer’s Affiliates), except for Contracts pursuant to which a Company Group Member licenses Software to any of its customers in the Ordinary Course of Business; (ix) each (A) Contract disclosed on Schedule 5.16(o) and (B) each Contract currently in effect pursuant to which any Company Group Member has placed into escrow for the benefit of another Person the source code to any Software or any other technology owned by any Company Group Member; (x) marketing, sales or advertising Contract providing for the payments or fees payable by the Company in excess of $25,000 in any 12 month period; (xi) Contract for the future purchase or price of raw materials, supplies or equipment which involves or would reasonably be expected to involve the payment by the Company of more than $50,000 in any 12 month period or which contains minimum purchase conditions or requirements; (xii) Contract to make any capital expenditures or capital additions or improvements with commitment in excess of $50,000 in the next 12 months or in excess of $150,000 in the aggregate over the term of such Contract; (xiii) Contract relating to the storage or warehousing of any inventory or products of the Company or any of its property is boundSubsidiaries, or the charter or purchase of transportation or shipping services; (iiixiv) all pledgesmanagement, employment, consulting, severance or other similar type of Contract providing for payments of greater than $50,000, except as set forth in Schedule 5.15(a) or as contemplated by Schedule 7.1; (xv) Contract providing for the indemnification of any current or former director, officer or employee of any Company Group Member; (xvi) Contract (A) relating to the incurrence of any Indebtedness by or on behalf of, or the extension of credit to, any Company Group Member, (B) evidencing any Indebtedness of any Company Group Member or the guarantee by any Company Group Member of the Indebtedness of any other Person, or (C) relating to the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) of more than $50,000; (xvii) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreementsagreement, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party equipment financing obligation or by which the Management Company other instrument or agreement granting an Encumbrance upon any of its property is boundthe material properties or assets of the Company Group Members; (ivxviii) all contractsContract under which any Company Group Member has agreed to indemnify any Person (other than Contracts with customers, agreements partners or other understandings suppliers in the Ordinary Course of Business); (xix) Contract establishing or arrangements between creating any partnership, joint venture, limited liability company or limited liability partnership; (xx) Contract which relates to the Management acquisition by any Company and Group Member of any stockholder or affiliate of the Management capital stock of another Person or substantial portion of the assets of another Person; (xxi) Contract which provides for the sale or lease after the date hereof of any of the material assets of any Company except those described Group Member other than in the Financial Statements Ordinary Course of Business; (xxii) Contract that relates to the acquisition or in writing disposition of any business (whether by merger, stock sale, sale of assets or otherwise); (xxiii) Contract pursuant to BRIwhich any Company Group Member has agreed to settle any Proceeding since the Sellers’ Acquisition Date; and (vxxiv) any other material agreement or contract entered into Contracts not listed above that requires aggregate future payments by the Management Company of $50,000 or more and relates to the operation of the business of the Company. Contracts required to be disclosed on Schedule 5.19(a) pursuant to this Section 5.19(a) are hereinafter referred to as “Material Contracts.” The information on Schedule 5.19(a) shall reasonably indicate which of clauses (i) through (xxiv) applies to the disclosed Contracts. (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Each Material Contract is a valid and binding agreement obligation of the Management Company, applicable Company Group Member(s) that are party(ies) thereto and is in full force and effect and enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant subject to the Contracts effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to have been performed by it on its part prior or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). No Company Group Member nor, to the date hereofCompany’s knowledge, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Material Contract, and no is in material violation of or in material default under any Material Contract, nor, to the Company’s knowledge, has any event has occurred which or circumstance or condition existed, that (with the passage or without notice, lapse of time or giving of notice or both both) would constitute a default by such other party, reasonably be expected to (i) result in a loss material violation of rights or result in material default under any Material Contract, or (ii) give any party the creation right to cancel or terminate any Material Contract. As of the date hereof, no Company Group Member has received any written notice making, or received any written threat to make, any claim for damages or indemnification with respect to the Company’s Products or performance of its services pursuant to any Material Contract. There have been no oral or written modifications, amendments or waivers with respect to of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a of the terms of any of the Material Adverse EffectContracts. (c) Except as set forth on Schedule 2.12, The Company has made available to the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete Buyer copies of all Contracts have previously been delivered by the Management Company to BRIMaterial Contracts.

Contracts and Commitments. (a) Except as set forth in Schedule 2.12 attached 2.11(a) hereto contains a trueand except ---------------- for this Agreement, complete and correct list of the following contracts and agreementsthere are no agreements or contracts, whether written or oral (collectivelynot in writing, the "Contracts"): to which Sellers are a party that may: (i) all management contracts to which the Management Company is a party; involve obligations (contingent or otherwise) of Sellers in excess of $10,000; (ii) all loan agreements, indentures, mortgages and guaranties involve the license of any Intellectual Property to which any Management Company is a party or by which the Management Company or any of its property is bound; from Sellers; (iii) all pledgescontain provisions restricting and/or affecting the development, conditional sale distribution or title retention agreements, security agreements, personal property leases and lease purchase agreements to which sales of Sellers or the Management Company is a party Business' products or by which the Management Company or any of its property is bound; services; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and relate to any stockholder or affiliate aspect of the Management Company except those described Business and in the Financial Statements which any person who was or in writing to BRIis a manager, officer or director of Sellers (or any person, firm partnership, trust or corporation affiliated with any such persons) has a material interest; and (v) involve any joint venture or partnership contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits with other persons; (vi) involve any agreement containing covenants purporting to limit the freedom of Sellers to compete in any line of business or geographic area or involve the distribution of Sellers' or the Business' products or services; (vii) involve any agreement of indemnification regarding Sellers and/or the Business; (viii) establish any powers of attorney regarding Sellers and/or the Business, (ix) obligate Sellers for the repayment of borrowed money; or (x) involve any other agreement, contract or commitment which is material agreement or contract entered into by to Sellers as a whole (such listed contracts being referred to collectively as the Management Company"Material Contracts"). (b) Except as set forth on Schedule 2.12 attached hereto: (i) each Contract is a valid and binding agreement of the Management Company2.11(b), enforceable against the Management Company in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled Sellers have ---------------- performed all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after by them under the date hereof except those obligations the failure to fulfill would not have a terms of each Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no are not in default thereunder. No event or omission has occurred which with that but for the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage lapse of time or giving of notice or both would constitute a default by Sellers under any such Material Contract. Each such Material Contract is valid and binding on all parties thereto and in full force and effect, and to Sellers' knowledge, no other party, result party to any of the Material Contracts is in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse Effect. (c) default thereunder. Except as set forth on Schedule 2.122.11(b), ---------------- Sellers have received no written or unwritten notice of any default, cancellation, or termination in connection with any such Material Contract. Except as set forth on Schedule 2.11(b), each Listed Contract, and all rights ---------------- and interests of Sellers thereunder, shall have been assigned to Purchaser at the continuationClosing, validity and effectiveness no consents or approvals of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRIany third parties are required in connection with such assignments.

Contracts and Commitments. (aA) Schedule 2.12 attached hereto contains No Group Company is under any obligation, or is a trueparty to any contract, complete which cannot readily be fulfilled or performed by it on time and correct list without undue or unusual expenditure of money or effort and the following contracts and agreementsnon-fulfilment or non-performance of which might have a Material Adverse Effect (or Change). (B) No party to any agreement or arrangement with or under an obligation to any Group Company is in default under it, whether written being a default which might have a Material Adverse Effect (or oral Change). (collectively, the "Contracts"):C) No Group Company is:- (i) all management contracts in default under any agreement or obligation to which it is party or in respect of any other obligations or restrictions binding upon it, the Management Company is default of which might have a party;Material Adverse Effect (or Change); or (ii) all loan agreementsliable in respect of any representation or warranty (whether express or implied) which liability might have a Material Adverse Effect (or Change). (D) In respect of each Group Company, indenturesthere are no outstanding material contracts, mortgages commitments, obligations, engagements or liabilities, whether quantified or disputed save as shown in the Management Accounts. (E) With respect to each Group Company, there are no:- (i) agreements or arrangements entered into by it otherwise than by way of arm’s length negotiations; or (ii) contracts which are unusual or of a long-term nature or involving or which may involve obligations on it of a nature or magnitude calling for special mention or which cannot be fulfilled or performed on time or without undue or unusual expenditure of money or effort; or (iii) contracts or arrangements between itself and guaranties the parties hereto or their respective connected persons other than contracts in the ordinary course of their day to day trading operations on normal commercial terms. (F) No agreement or arrangement to which any Management a Group Company is a party is, is required or, following the execution of this Agreement or by which the Management Company or Completion, shall be required to be registered with any of its property is bound; (iii) all pledges, conditional sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which the Management Company is a party or by which the Management Company or any of its property is bound; (iv) all contracts, agreements or other understandings or arrangements between the Management Company and any stockholder or affiliate of the Management Company except those described in the Financial Statements or in writing to BRI; and (v) any other material agreement or contract entered into by the Management CompanyAuthority. (bG) Except There shall be no connected transactions (as set forth on Schedule 2.12 attached hereto: (idefined in the GEM Listing Rules) each Contract is a valid between any Group Company of one part and binding agreement any of the Management Company, enforceable against the Management Company in accordance with its terms, Vendors and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement their respective connected persons of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto except, in each case, as would not have a Material Adverse EffectCompletion. (c) Except as set forth on Schedule 2.12, the continuation, validity and effectiveness of each Contract will not be affected by the Merger (d) True, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRI.

Contracts and Commitments. (a) Except as set forth in Schedule 2.12 attached hereto contains a true4.12(a), complete and correct list neither the Company nor any Subsidiary of the following contracts and agreements, whether written or oral (collectively, the "Contracts"):Company is a party to: (i) all management contracts agreements to which the Management Company a physician or referral source is a party; (ii) all loan agreements with health maintenance organizations, preferred provider organizations, school districts, alternative delivery systems or other payors; (iii) corporate integrity agreements, indentures, mortgages settlement and guaranties to other agreements with Governmental Authorities; (iv) agreements which contain non-competition covenants which restrict the activities of the Company or any Management Company is a party or by Subsidiary in any geographic area; (v) agreements in which the Management Company or any Subsidiary manages the operations of another party, and any agreement in which the Company or any Subsidiary has material management services provided to it; (vi) joint venture or partnership agreements; (vii) (A) other employment contracts, independent contractor agreements, consulting agreements and equivalent contracts, agreements or commitments for the employment or engagement by the Company or any Subsidiary of any employee or agent contemplating an annual payment of cash compensation in excess of $150,000 for such employee or agent, and (B) other contracts, agreements or other commitments contemplating bonus, severance or similar compensation awards to employees or agents; (viii) contracts or commitments affecting ownership of, title to, use of or any interest in the Real Property; (ix) patent licensing agreements or any other agreements, licenses or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other intellectual property affecting the facilities operated by the Company or the Subsidiaries; (x) any agreement with another Person materially limiting or restricting the ability of the Company or any Subsidiary of the Company to enter into or engage in any market or line of business; (xi) any agreement with any director of the Company or any of its property is boundSubsidiaries; (iiixii) all pledges, conditional any agreement for the sale or title retention agreements, security agreements, personal property leases and lease purchase agreements to which of any of the Management Company is a party or by which assets of the Management Company or any of its property is boundSubsidiaries other than in the ordinary course of business; (ivxiii) all contractsany material agreement relating to the incurrence, agreements assumption, surety or guarantee of any indebtedness (excluding any agreement to guarantee lease payments); (xiv) any material agreement under which the Company or any of its Subsidiaries has made advances or loans to any other understandings or arrangements between the Management Company and any stockholder or affiliate Person (which shall not include advances made to an employee of the Management Company except those described or any of its Subsidiaries in the Financial Statements or in writing to BRI; andordinary course of business consistent with past practice); (vxv) any other material agreement contracts or contract entered into commitments not identified above, whether in the ordinary course of business or not, which (A) involve future payments, performance of services or delivery of goods or materials, to or by the Management CompanyCompany or any of its Subsidiaries in an amount exceeding $175,000 on an annual basis, or (B) have a term longer than three (3) years. (b) Except as Each of the contracts set forth on Schedule 2.12 attached hereto: 4.12(a) (the “Material Contracts”): (i) each Contract is a the legal, valid and binding agreement obligation of the Management CompanyCompany and/or its Subsidiaries, enforceable against the Management Company them in accordance with its terms, and neither the Management Company nor any Stockholder has any knowledge that such Contract is not a valid and binding agreement of the other parties thereto; (ii) To the knowledge of the Management Company and the Stockholders, the Management Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by it on its part prior to the date hereof, and neither the Management Company nor any Stockholder has any reason to believe that the Management Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof except those obligations the failure to fulfill would not have a Material Adverse Effect; (iii) To the knowledge of the Management Company and the Stockholders, the Management Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto except for such defaults, losses, liens, changes or encumbrances which would not have a Material Adverse Effect; and (iv) to the best knowledge of the Management Company and the Stockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto terms except, in each case, as would not have such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a Material Adverse Effect. proceeding at law or in equity); (cii) has been made available to Parent by the Company in true and accurate form, including all amendments thereto and all related side letters; and (iii) has had all of the obligations required to be performed by the Company or one or more of the Subsidiaries as of the date of this Agreement and as of the Effective Time performed in all material respects. Except as set forth on Schedule 2.124.12(b), neither the Company nor any of the Subsidiaries has received notice that any act or omission by the Company or one of the Subsidiaries has occurred or failed to occur which, with the giving of notice, the continuationlapse of time or both, validity would constitute a default under a Material Contract, and effectiveness of each Contract will not be affected by to the Merger (d) TrueCompany’s knowledge, correct and complete copies of all Contracts have previously been delivered by the Management Company to BRIthere is no basis therefor.