Common use of Contracts; Insurance Clause in Contracts

Contracts; Insurance. Except as set forth in the Financial Statements, the Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders and the Company; (b) Loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment of performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, without limitation, agreements with processors and subcontractors; (f) Any indenture, agreement, or other document (including private placement brochures) relating to the sale or repurchase of shares; (g) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party; (h) Agreements expressly limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (i) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (j) Letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business; (k) Insurance policies; (l) Assignments, licenses or other agreements with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act").

Contracts; Insurance. Except as set forth in the Financial StatementsSchedule 4.16, the Company Acquiror has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation regarding the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company Acquiror, and agreements among stockholders and the CompanyAcquiror; (b) Loan or other agreements, notes, indenturesindenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's Acquiror’s property or any agreement or instrument evidencing any guaranty by the Company Acquiror of payment of or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractors; (f) Any indenture, agreement, Joint venture contracts or arrangements or other document (including private placement brochures) relating to the sale or repurchase of shares; (g) Any joint venture contract or arrangement or other agreement agreements involving a sharing of profits or expenses to which the Company Acquiror is a party; (hg) Agreements expressly limiting the freedom of the Company Acquiror to compete in any line of business or in any geographic area or with any person; (ih) Agreements providing for disposition of the business, assets or shares of the CompanyAcquiror, agreements of merger Acquisition or consolidation to which the Company Acquiror is a party or letters of intent with respect to the foregoing; (ji) Letters of intent or agreements with respect to the acquisition Acquisition of the business, assets or shares of any other business; (kj) Insurance policies;; and (lk) AssignmentsLeases for real or personal property. Each of the material contracts, licenses or other agreements with respect to any intangible property (includingand understandings set forth in Schedule 4.16 are in full force and effect, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of which would be required except where the failure to be filed with in full force and effect would not have a Company Material Adverse Effect against the Securities Companies. Except as set forth on Schedule 4.16, to the knowledge of the Acquiror, there are no existing defaults by the Acquiror thereunder, which default would result in an Acquiror Material Adverse Effect and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if other parties are not in default of any of the Company were registering securities under the Securities Act of 1933material contracts, as amended (the "Securities Act")agreements and understandings.

Contracts; Insurance. Except as set The Schedule of Exceptions sets forth in the Financial Statements, the Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) a true and correct list of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such all contracts, obligations, commitments, agreements, plansplans and the like, arrangements whether written or commitments are oral, and all administrative, judicial and similar orders to which the Company is a party or by which it or any of a similar nature oR with the same party) including its properties is bound, including, without limitation limitation, the following: (a) EmploymentAny employment, bonus or consulting agreementsagreement, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plansplan, including agreements or agreement evidencing rights to purchase securities or phantom stock of the Company and agreements or any agreement among stockholders and shareholders of the Company; (b) Loan Any loan or other agreementsagreement, notesnote, indenturesindenture or instrument relating to, or instruments relating to or evidencing evidencing, indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any property of the Company's property Company or any agreement or instrument evidencing any guaranty by the Company of payment of or performance by any other personparry; (c) Agreements Any agreement with dealersany dealer, sales representativesrepresentative, brokers broker or other distributorsdistributor, jobbersjobber, advertisers advertiser or sales agenciesagency; (d) Agreements Any agreement with any labor union or collective bargaining organization or any other labor agreementsagreement; (e) Any contract or series of contracts with the same person for the furnishing furnishing, purchase or purchase lease of machinery, equipment, goods or services, services (including, without limitation, agreements any agreement with processors and subcontractors); (f) Any indenture, agreement, agreement or other document (including private placement brochures) relating to the future sale or repurchase of sharessecurities, excluding, however, this Agreement and the Financing Documents; (g) Any agreement to register under the Securities Act any of the securities of the Company; (h) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a partyexpenses; (hi) Agreements expressly Any agreement (other than distributorship agreements or similar agreements providing for the distribution of Company's products with dealers, distributors and sales representatives of the Company) limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person;party; and (ij) Agreements Any agreement providing for disposition of the any line of business, assets or shares securities of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (j) Letters of intent or agreements any agreement with respect to the acquisition of the any line of business, assets or shares of any other business; (k) Insurance policies; (l) Assignments, licenses any agreement of merger or other agreements consolidation or letter of intent with respect to the foregoing. Notwithstanding anything to the contrary herein, the Schedule of Exceptions may exclude any intangible property contract which (includingi) the Company and/or each Subsidiary has entered into in the ordinary course of business, without limitationand (ii) obligates the Company and/or each Subsidiary to make payments only, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a which payments in the aggregate do not exceed $20,000. A copy of each contract and commitment listed on the Schedule of Exceptions has been delivered to special counsel for the Purchasers. The Company has complied with all material provisions of each such contract and commitment. No event has occurred and no condition exists which with notice or the passage of time or both would be required to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to constitute a registration statement on Form S-1 if default by the Company were registering securities or, to the Company's knowledge, by any other party thereto, under any such contract or commitment. To the Securities Act Company's knowledge, no party to such contract or commitment has threatened to terminate or has any intention of 1933, as amended (the "Securities Act")terminating its obligations thereunder.

Contracts; Insurance. Except as The Disclosure Schedules set forth in the Financial Statements, the Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) a true and correct list of any all material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, commitments, agreements, plansplans and the like, arrangements whether written or commitments are oral, and all administrative, judicial and similar orders to which the Company and/or Subsidiary is a party or by which it or any of a similar nature oR with the same party) including its properties is bound, including, without limitation limitation, the following: (aA) EmploymentAny employment, bonus or consulting agreementsagreement, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plansplan, including agreements or agreement evidencing rights to purchase securities securities, phantom stock or similar plan of the Company and agreements or Subsidiary or any agreement among stockholders and shareholders of the CompanyCompany or Subsidiary; (bB) Loan Other than the documents related to the Bridge Financing Transaction, any loan or other agreementsagreement, notesnote, indenturesindenture or instrument relating to, or instruments relating to or evidencing evidencing, indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any property of the Company's property Company or Subsidiary or any agreement or instrument evidencing any guaranty by the Company or Subsidiary of payment of or performance by any other personparty; (cC) Agreements Any material agreement with dealersany dealer, sales representativesrepresentative, brokers broker or other distributorsdistributor, jobbersjobber, advertisers advertiser or sales agenciesagency; (dD) Agreements Any agreement with any labor union or collective bargaining organization or any other labor agreementsagreement; (eE) Any contract or series of contracts with the same person for the furnishing furnishing, purchase or purchase lease of machinery, equipment, goods or services, services (including, without limitation, agreements any agreement with processors and subcontractors) in an amount in excess of $10,000 per year; (fF) Any Other than the documents related to the Bridge Financing Transaction, any indenture, agreement, agreement or other document (including private placement brochures) relating to the future sale or repurchase of sharessecurities; (gG) Other than the documents related to the Bridge Financing Transaction, any agreement to register under the Securities Act of 1933, as amended (the "Securities Act"), any of the securities of the Company; (H) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a partyexpenses; (hI) Agreements expressly Any agreement (other than distributorship agreements or similar agreements providing for the distribution of the Company's or Subsidiary's products with dealers, distributors and sales representatives of the Company or Subsidiary) limiting the freedom of the Company or Subsidiary to compete in any line of business or in any geographic area or with any person;party; and (iJ) Agreements Any agreement providing for disposition of the any line of business, assets or shares securities of the CompanyCompany or Subsidiary, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (j) Letters of intent or agreements any agreement with respect to the acquisition of the any line of business, assets or shares of any other business; (k) Insurance policies; (l) Assignments, licenses any agreement of merger or other agreements consolidation or letter of intent with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a the foregoing. A copy of which each contract and commitment listed on the Disclosure Schedules has been delivered to special counsel for the Purchasers. The Company and Subsidiary each has complied with all material provisions of each such contract and commitment. No event has occurred and no condition exists which, with notice or the passage of time or both, would be required constitute a material default under any such contract or commitment. To the Company's and Subsidiary's knowledge, no party to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit such contract or commitment has threatened to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act")terminate its obligations thereunder.

Contracts; Insurance. Except as set forth in the Financial Statements, the The Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement arrangement, or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR or with the same party) including without limitation the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders and the Company; (b) Loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment of performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, without limitation, agreements with processors and subcontractors; (f) Any indenture, agreement, or other document (including private placement brochures) relating to the sale or repurchase of sharesshares of the Company's capital stock; (g) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party; (h) Agreements expressly limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (i) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (j) Letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business; (k) Insurance policies; (l) Assignments, licenses or other agreements with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act").

Contracts; Insurance. Except as The Disclosure Schedules set forth in the Financial Statements, the Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) a true and correct list of any all material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, commitments, agreements, plansplans and the like, arrangements whether written or commitments are oral, and all administrative, judicial and similar orders to which the Company and/or Subsidiary is a party or by which it or any of a similar nature oR with the same party) including its properties is bound, including, without limitation limitation, the following: (a) EmploymentAny employment, bonus or consulting agreementsagreement, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plansplan, including agreements or agreement evidencing rights to purchase securities securities, phantom stock or similar plan of the Company and agreements or Subsidiary or any agreement among stockholders and shareholders of the CompanyCompany or Subsidiary; (b) Loan Any loan or other agreementsagreement, notesnote, indenturesindenture or instrument relating to, or instruments relating to or evidencing evidencing, indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien Lien or security interest or other encumbrance on any property of the Company's property Company or Subsidiary or any agreement or instrument evidencing any guaranty by the Company or Subsidiary of payment of or performance by any other personparty; (c) Agreements Any material agreement with dealersany dealer, sales representativesrepresentative, brokers broker or other distributorsdistributor, jobbersjobber, advertisers advertiser or sales agenciesagency; (d) Agreements Any agreement with any labor union or collective bargaining organization or any other labor agreementsagreement; (e) Any contract or series of contracts with the same person for the furnishing furnishing, purchase or purchase lease of machinery, equipment, goods or services, services (including, without limitation, agreements any agreement with processors and subcontractors) in an amount in excess of $10,000 per year; (f) Any indenture, agreement, agreement or other document (including private placement brochures) relating to the future sale or repurchase of sharessecurities; (g) Any agreement to register under the Securities Act of 1933, as amended (the "SECURITIES ACT"), any of the securities of the Company or Subsidiary; (h) Any joint venture venture, partnership or teaming contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a partyexpenses; (hi) Agreements expressly Any agreement (other than distributorship agreements or similar agreements providing for the distribution of the Company's or Subsidiary's products with dealers, distributors and sales representatives of the Company or Subsidiary) limiting the freedom of the Company or Subsidiary to compete in any line of business or in any geographic area or with any personparty; (ij) Agreements Any agreement providing for disposition of any line of business, assets or securities of the Company or Subsidiary, or any agreement with respect to the acquisition of any line of business, assets or shares of the Companyany other business, agreements any agreement of merger or consolidation to which the Company is a party or letters letter of intent with respect to the foregoing; (j) Letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business; (k) Insurance policiesAny agreement requiring it to purchase all or substantially all of its requirements for a particular product or service from a particular supplier or suppliers, or requiring it to supply all of a particular customer's or customers' requirements for a certain service or product; (l) Assignments, licenses Any material agreement or other agreements with respect commitment pursuant to which it has agreed to indemnify or hold harmless any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information)other person; (m) Any (i) employment agreement, (ii) consulting agreement, or (iii) other contractagreement, in each case providing for severance payments or other additional rights or benefits (whether or not optional) in the event of the sale or other change in control of it; (n) Any agreement with any current or former Affiliate, stockholder, officer, director, employee, or consultant of the Company or Subsidiary, or with any person in which any such Affiliate has an interest; (o) Any agreement with any domestic or foreign government or agency or executive office thereof or any subcontract between it and any third party relating to a contract between such third party and any domestic or foreign government or agency or executive office thereof; (p) Any agreement with employees with respect to the confidentiality of the Company's or Subsidiary's Proprietary Information and the assignment to the Company or Subsidiary of any and all rights such employees of the Company or Subsidiary might have to acquire with respect to technology, inventions, developments, etc., developed in connection with their employment with the Company or Subsidiary; and (q) Any agreement, the performance of which is reasonably likely to result in a loss to either the Company or the Subsidiary, which loss would be reasonably likely to have a Material Adverse Effect. Each of the Company and the Subsidiary has delivered or caused to be delivered to the Purchasers correct and complete copies of all material agreements requested by the Purchasers, including but not limited to the Company's Certificate of Incorporation as amended (including but not limited to the Certificate of Designation for the Series A Preferred Stock as amended), the Bylaws, as amended, the Series A Preferred Stock Purchase Agreement dated as of December 30, 1999, as supplemented, the Shareholders' and Rights Agreement dated as of December 30, 1999, and the employment agreements with Xxxxx Xxxxx and Xxxxxxxx Xxxxxx. Each such agreement, instrument, commitmentand commitment is a valid, planbinding and enforceable obligation of -50- the Company or the Subsidiary (as the case may be) and, agreement to the Company's and/or Subsidiary's (as the case may be) knowledge, of the other party or arrangementparties thereto, and is in full force and effect. Each of the Company and the Subsidiary is not or, to the Company's and/or Subsidiary's (as the case may be) knowledge, is any other party thereto, (nor is the Company or the Subsidiary considered by any other party thereto to be) in breach of or noncompliance with any term of any such agreement, instrument, or commitment (nor is there any basis for any of the foregoing), except for any breaches or noncompliances that singly or in the aggregate would not have a copy Material Adverse Effect. No claim, change order, request for equitable adjustment, or request for contract price or schedule adjustment, between the Company or the Subsidiary and any supplier or customer, relating to any agreement, instrument, or commitment listed in the Disclosure Schedule is pending or, to the Company's or the Subsidiary's (as appropriate) knowledge, threatened, nor is there any basis for any of the foregoing, except for any claims, change orders, requests for equitable adjustment or requests for contract price or schedule adjustment would not have a Material Adverse Effect. No agreement, instrument, or commitment listed in the Disclosure Schedule includes or incorporates any provision, the effect of which would may be required to be filed with enlarge or accelerate any of the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if obligations of the Company were registering securities under or the Securities Act Subsidiary or to give additional rights to any other party thereto, or will terminate, lapse, or in any other way be affected, by reason of 1933, as amended (the "Securities Act")transactions contemplated by this Agreement.

Contracts; Insurance. Except as set forth in Schedule 4.16 or filed as an exhibit to a report filed by Buyer with the Financial StatementsSEC, the Company Buyer has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation regarding the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company Buyer, and agreements among stockholders and the CompanyBuyer; (b) Loan or other agreements, notes, indenturesindenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's Buyer’s property or any agreement or instrument evidencing any guaranty by the Company Buyer of payment of or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractors; (f) Any indenture, agreement, Joint venture contracts or arrangements or other document (including private placement brochures) relating to the sale or repurchase of shares; (g) Any joint venture contract or arrangement or other agreement agreements involving a sharing of profits or expenses to which the Company Buyer is a party; (hg) Agreements expressly limiting the freedom of the Company Buyer to compete in any line of business or in any geographic area or with any person; (ih) Agreements providing for disposition of the business, assets or shares of the CompanyBuyer, agreements of merger or consolidation to which the Company Buyer is a party or letters of intent with respect to the foregoing; (ji) Letters of intent or agreements with respect to the acquisition Merger of the business, assets or shares of any other business; (kj) Insurance policies;; and (lk) AssignmentsLeases for real or personal property. Each of the material contracts, licenses or other agreements with respect to any intangible property (includingand understandings is in full force and effect, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of which would be required except where the failure to be filed with in full force and effect would not have a Company Material Adverse Effect against the Securities Company. To the knowledge of the Buyer, there are no existing defaults by the Buyer thereunder, which default would result in an Buyer Material Adverse Effect and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if other parties are not in default of any of the Company were registering securities under the Securities Act of 1933material contracts, as amended (the "Securities Act")agreements and understandings.

Contracts; Insurance. Except as set forth -------------------- in the Financial StatementsSchedule of Exceptions, the Company has no currently existing contract, obligation, agreement, plan, arrangement, obligation or commitment or the like (written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation the following: (a) Employmentemployment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders shareholders and the Company; (b) Loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment of or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractors; (f) Any indenture, agreement, agreement or other document (including private placement brochures) relating to the sale or repurchase of sharesdebt or equity securities of the Company; (g) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party; (h) Agreements expressly limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (i) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (j) Letters Agreements involving or letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business; (k) Insurance policies; (l) Assignments, licenses or other agreements with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act").; and

Contracts; Insurance. Except as set forth in the Financial StatementsSchedule of -------------------- Exceptions, the Company has no currently existing contract, obligation, agreement, plan, arrangement, obligation or commitment or the like (written or oral) of any material nature (involving more pursuant to which the Company's obligations exceed $100,000 or which has a term greater than $10,000 in any year or $50,000 over the life of such contractfive years, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders shareholders and the Company; (b) Loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment of or performance by any other personPerson; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractors; (f) Any indenture, agreement, agreement or other document (including private placement brochures) relating to the sale or repurchase of shares; (g) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party; (h) Agreements expressly limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (i) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (j) Letters Agreements involving or letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business;; and (k) Insurance policies;. (l1) AssignmentsAgreements, licenses understandings, contracts or other agreements with respect proposed transactions to any intangible property (including, without limitation, which the Company is a party or by which it is bound which may involve the license of any patent, trademarkcopyright, trade name, copyright, know-how, trade secret, secret or other proprietary right to or confidential information); from the Company. The Company has complied with all the material provisions of all said contracts, obligations, and commitments and is not in default of any such provision thereunder. The Company maintains insurance which is adequate to protect the Company against the risks involved in the business conducted by it as is customarily maintained by well-managed companies engaged in similar activities. The Company has in full force and effect fire and casualty insurance policies, with extended coverage, sufficient in amount (msubject to reasonable deductibles) Any other to allow it to replace any of its properties that might be damaged or destroyed. The Company is not a party to and is not bound by any contract, instrument, commitment, plan, agreement or arrangementinstrument, a copy or subject to any restriction under its Certificate of Incorporation, which would be required adversely affects its business as now conducted or as proposed to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933conducted, as amended (the "Securities Act")its properties or its financial condition.

Contracts; Insurance. Except as set The Schedule of Exceptions sets forth in the Financial Statements, the Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) a true and correct list of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such all contracts, obligations, commitments, agreements, plansplans and the like, arrangements whether written or commitments are oral, and all administrative, judicial and similar orders to which the Company is a party or by which it or any of a similar nature oR with the same party) including its properties is bound, including, without limitation limitation, the following: (a) EmploymentAny employment, bonus or consulting agreementsagreement, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plansplan, including agreements or agreement evidencing rights to purchase securities or phantom stock of the Company and agreements or any agreement among stockholders and shareholders of the Company; (b) Loan Any loan or other agreementsagreement, notesnote, indenturesindenture or instrument relating to, or instruments relating to or evidencing evidencing, indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any property of the Company's property Company or any agreement or instrument evidencing any guaranty by the Company of payment of or performance by any other personparty; (c) Agreements Any agreement with dealersany dealer, sales representativesrepresentative, brokers broker or other distributorsdistributor, jobbersjobber, advertisers advertiser or sales agenciesagency; (d) Agreements Any agreement with any labor union or collective bargaining organization or any other labor agreementsagreement; (e) Any contract or series of contracts with the same person for the furnishing furnishing, purchase or purchase lease of machinery, equipment, goods or services, services (including, without limitation, agreements any agreement with processors and subcontractors); (f) Any indenture, agreement, agreement or other document (including private placement brochures) relating to the future sale or repurchase of sharessecurities, excluding, however, this Agreement and the Financing Documents; (g) Any agreement to register under the Securities Act any of the securities of the Company; (h) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a partyexpenses; (hi) Agreements expressly Any agreement (other than distributorship agreements or similar agreements providing for the distribution of Company's products with dealers, distributors and sales representatives of the Company) limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person;party; and (ij) Agreements Any agreement providing for disposition of the any line of business, assets or shares securities of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (j) Letters of intent or agreements any agreement with respect to the acquisition of the any line of business, assets or shares of any other business; (k) Insurance policies; (l) Assignments, licenses any agreement of merger or other agreements consolidation or letter of intent with respect to the foregoing. Notwithstanding anything to the contrary herein, the Schedule of Exceptions may exclude any intangible property contract which (includingi) the Company and/or each Subsidiary has entered into in the ordinary course of business and (ii) either (1) obligates the Company and/or each Subsidiary to make payments only, without limitation, any patent, trademark, trade name, copyright, knowwhich payments in the aggregate do not exceed $100,000 or (2) relates only to the non-how, trade secret, proprietary right or disclosure of confidential information); (m) Any other contract, instrument, . The Company has complied with all material provisions of each such contract and commitment, plan, agreement . No event has occurred and no condition exists which with notice or arrangement, the passage of time or both would constitute a copy of which would be required to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if default by the Company were registering securities or, to the Company's knowledge, by any other party thereto, under any such contract or commitment. To the Securities Act Company's knowledge, no party to such contract or commitment has threatened to terminate or has any intention of 1933, as amended (the "Securities Act")terminating its obligations thereunder.

Contracts; Insurance. Except as set forth in the Financial StatementsSchedule 4.17 or filed as an exhibit to an SEC Report, the Company since January 1, 2022, Eastside has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation regarding the following: (a) EmploymentWritten employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company Eastside, and agreements among stockholders and the CompanyEastside; (b) Loan or other agreements, notes, indenturesindenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien Lien or security interest or other encumbrance on any of the Company's Eastside’s property or any agreement or instrument evidencing any guaranty by the Company Eastside of payment of or performance by any other person; (c) Agreements with consultants, dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies, under which Beeline anticipates incurring $100,000 or more of expenses in 2024; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract Contracts or series of contracts with the same person Person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractorssubcontractors under which Eastside may incur expenses of $100,000 or more in 2024; (f) Any indenture, agreement, Joint venture contracts or arrangements or other document (including private placement brochures) relating to the sale or repurchase of shares; (g) Any joint venture contract or arrangement or other agreement agreements involving a sharing of profits or expenses to which the Company Eastside is a party; (hg) Agreements expressly limiting the freedom of the Company Eastside to compete in any line of business or in any geographic area or with any personPerson; (ih) Agreements providing for disposition of the business, assets or shares of the CompanyEastside, agreements of merger or consolidation to which the Company Eastside is a party or letters of intent with respect to the foregoing; (ji) Letters of intent or agreements with respect to the acquisition purchase of sale of the business, assets or shares of any third party (other businessthan the Merger) except for matters which have by their terms expired; (j) Insurance policies presently in effect; and (k) Insurance policies; (l) AssignmentsExisting leases for real or personal property. Each of the material contracts, licenses or other agreements with respect to any intangible property (includingand understandings is in full force and effect, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of which would be required except where the failure to be filed with in full force and effect would not have a Material Adverse Effect on Eastside. To the Securities Knowledge of Eastside, there are no existing defaults by Eastside thereunder, which default would result in a Material Adverse Effect on Eastside and Exchange Commission (the "Commission") other parties are not in default of any of the material contracts, agreements and understandings. Eastside and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as an exhibit are prudent and customary in the businesses in which Eastside and the Subsidiaries are engaged.. Neither Eastside nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act")significant increase in cost.

Contracts; Insurance. Except as set forth in the Financial StatementsSchedule of Exceptions, the Company has no does not have any currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contractnature, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation the following: (a) Employmentemployment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders shareholders and the Company; (b) Loan loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment of or performance by any other person; (c) Agreements agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractors; (f) Any any indenture, agreement, agreement or other document (including -including private placement brochures) relating to the sale or repurchase of shares; (g) Any any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party; (h) Agreements expressly agreements limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (i) Agreements agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (j) Letters letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business; (k) Insurance insurance policies;; and (l) Assignmentslicenses, licenses or assignments and other agreements of any nature whatsoever, with respect to any intangible property (includingforeign or domestic patents or applications for patents, without limitationinventions, any patent, trademark, trade name, copyrightdisclosures, know-howhow or other proprietary information and the inventions thereof. Except as set forth in the Schedule of Exceptions, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if the Company were registering securities under has complied with all the Securities Act material provisions of 1933all said contracts, as amended (obligations, agreements, plans, arrangements, and commitments-and is not in default thereunder. The Company maintains insurance which is adequate to protect the "Securities Act")Company and its financial condition against the risks involved in the business conducted by the Company.

Contracts; Insurance. Except as set forth in the Financial StatementsSchedule 4 hereto, the Company has no currently presently existing contract, obligation, agreement, plan, arrangement, obligation or commitment or the like (written or oral) of any material nature (extending beyond June 1, 1978, or involving payment by the Company of more than $10,000 in any year or $50,000 over the life of such contract20,000, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation the following: (a) Employment, bonus or consulting agreements, agreements pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders shareholders and the Company; (b) Loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment of or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or and other distributors, jobbers, advertisers or advertisers, sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractors; (f) Any indenture, agreement, or other document (including private placement brochures) relating to the sale or of repurchase of shares; (g) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party; (h) Agreements expressly limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (i) Agreements providing for disposition of the businessbusiness and assets, assets or shares shares, of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing;; and (j) Letters Agreements involving or letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business; (k) Insurance policies; (l) Assignments. True and complete copies including all amendments of the contracts and commitments listed in Schedule 4 hereto have been delivered to the Purchasers. The Company has complied with all the material provisions of said contracts and commitments and of all other contracts and commitments to which it is a party, licenses or other agreements with respect to and is not in default under any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy thereof. The Company maintains the types of which would be required to be filed insurance with the Securities and Exchange Commission (the "Commission") as an exhibit coverages set forth in Schedule 4 hereto, which insurance is adequate to a registration statement on Form S-1 if protect the Company were registering securities under and its financial condition against the Securities Act of 1933, as amended (risks involved in the "Securities Act")business conducted by the Company.

Contracts; Insurance. Except as set forth in the Financial StatementsSchedule of -------------------- Exceptions, the Company has no currently existing contract, obligation, agreement, plan, arrangement, obligation commitment or the like (written or oral) of any material nature (involving more pursuant to which the Company's obligations exceed $100,000 or which has a term greater than $10,000 in any year or $50,000 over the life of such contractfive years, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders shareholders and the Company; (b) Loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment of or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractors; (f) Any indenture, agreement, agreement or other document (including private placement brochures) relating to the sale or repurchase of shares; (g) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party; (h) Agreements expressly limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (i) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (j) Letters Agreements involving or letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business; (k) Insurance policies; (l) Assignments, licenses or other agreements with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act").; and

Contracts; Insurance. Except as set forth in the Financial StatementsSchedule of -------------------- Exceptions, neither the Company nor Switchboard has no any currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) that is material to the Company or the Company and Switchboard, taken as a whole (within the meaning of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contractRegulation S-K, obligationItem 601, agreementSection 10), plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation the following, to the extent material: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, incentive compensation, perquisite, stock bonus, retirement, stock option, stock purchase, severance or termination pay plan, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company or Switchboard and agreements among stockholders shareholders and the CompanyCompany or Switchboard or any Employee Benefit Plan; (b) Loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's or Switchboard's property or any agreement or instrument evidencing any guaranty by the Company of payment of or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractors; (f) Any indenture, agreement, agreement or other document (including private placement brochures) relating to the sale or repurchase of shares; (g) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company or Switch- board is a party; (h) Agreements expressly limiting the freedom of the Company or Switchboard to compete in any line of business or in any geographic area or with any person; (i) Agreements providing for disposition of the business, assets or shares of the CompanyCompany or Switchboard, agreements of merger or consolidation to which the Company or Switchboard is a party or letters of intent with respect to the foregoing; (j) Licenses, agreements or arrangements providing for the use of or limiting the use of Intellectual Property; (k) Letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business; (k) Insurance policies;; and (l) AssignmentsInsurance policies, licenses health insurance plans, medical plans or any benefit plans. The Company and Switchboard have complied with all the material provisions of all said contracts, obligations, licenses, agreements, plans, arrangements, and commitments and is not in default thereunder, except where the failure to so comply would have a material adverse effect on the Company. The Purchaser has been supplied with a true and correct copy of each of the written contracts and a true and correct description of the oral contracts which are referred to on the Schedule of Exceptions, together with all material amendments, waivers or other agreements with respect changes to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of all such documents. The Company maintains insurance for itself and Switchboard which would be required to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act")believes is customary in its industry.

Contracts; Insurance. Except as set forth in the Financial Statementson Schedule 3.10, the Company Beeline has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation regarding the following: (a) EmploymentWritten employment agreements, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company Beeline, and agreements among stockholders and the CompanyBeeline; (b) Loan or other agreements, notes, indenturesindenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien Lien or security interest or other encumbrance on any of the Company's Beeline’s property or any agreement or instrument evidencing any guaranty by the Company Beeline of payment of or performance by any other person; (c) Agreements with consultants, dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies, under which Beeline anticipates incurring $100,000 or more of expenses in 2024; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Any contract Contracts or series of contracts with the same person Person for the furnishing or purchase of machinery, equipment, goods or services, including, including without limitation, limitation agreements with processors and subcontractorssubcontractors under which Beeline may incur expenses of $100,000 or more in 2024; (f) Any indenture, agreement, Joint venture contracts or arrangements or other document (including private placement brochures) relating to the sale or repurchase of shares; (g) Any joint venture contract or arrangement or other agreement agreements involving a sharing of profits or expenses to which the Company Beeline is a party; (hg) Agreements expressly limiting the freedom of the Company Beeline to compete in any line of business or in any geographic area or with any personPerson; (ih) Agreements providing for disposition of the business, assets or shares of the CompanyBeeline, agreements of merger or consolidation to which the Company Beeline is a party or letters of intent with respect to the foregoing; (ji) Letters of intent or agreements with respect to the acquisition purchase or sale of the business, assets or shares of any third party (other businessthan the Merger) except for matters which have by their terms expired; (j) Insurance policies presently in effect; and (k) Insurance policies; (l) Assignments, licenses Existing leases for real or other agreements with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret, proprietary right or confidential information); (m) Any other contract, instrument, commitment, plan, agreement or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the "Commission") as an exhibit to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act")personal property.