Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. Schedule 4(t) attached hereto contains a complete and accurate list, and Stronghold has made available to the Purchaser true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold in excess of $25,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing or limit the freedom of Stronghold or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by Stronghold that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Except as set forth in Schedule 4(t) attached hereto, (i) Stronghold is, and has been, in material compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. 3.22.1 Schedule 4(t) attached hereto contains a true, correct and complete and accurate list, and Stronghold the Company has made available delivered to the Purchaser true Buyer true, correct and complete copies, of: (ia) each Applicable Each Contract that involves the furnishing or performance of services services, or delivery the delivery, sale, lease or transfer of goods goods, materials or materials of products, by the Company in an amount or value in excess of $25,000, including, but not limited to, purchase orders received by the Company; (iib) each Applicable Each Contract that was not entered into involves the furnishing or performance of services to, or the purchase, lease or receipt of goods, materials, inventory, supplies, products or other personal property by the Company in the ordinary course of business an amount or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold value in excess of $25,000, including, but not limited to, purchase orders issued by the Company; (iiic) each Each material lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year)property; (ivd) each joint ventureEach Contract under which the Company has created, partnershipincurred, assumed or guaranteed any indebtedness for borrowed money, has incurred any capitalized lease obligation, or under which any of its tangible or intangible assets, are Encumbered; (e) Each material licensing agreement or other Contract with respect to any Intellectual Property Assets, including, without limitation, agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (f) Each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees or which involves the Company or any former or present employees, agents or representatives of the Company; (g) Each profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan, arrangement, contract or Employee Benefit Plan for the benefit of its current or former directors, officers, and employees, except for Employee Benefits Plans and Profit Sharing Plan disclosed in Schedule ; (h) Each offer or agreement for the employment of or receipt of any services from any Person on a full-time, part-time, consulting, commission or any other Applicable basis, except for oral agreements of employment that are terminable by the Company at will and without any Liability; (i) Each joint venture or partnership agreement or other Contract (however named) involving any joint conduct or sharing of any business, venture or enterprise, or a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vj) each Applicable Each Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing Company or limit the freedom of Stronghold or any affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vik) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by Stronghold that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Each Contract for capital expenditures in excess of $25,000; (xil) each written Each warranty, guaranty, and or other similar undertaking extended by the Company for or with respect to contractual performance extended by Stronghold other than any Person; (m) Each Contract under which the Company has advanced, guaranteed or loaned any amount to or for the benefit of any of its directors, officers, employees or Representatives; (n) Each Contract with any employee, officer, director, shareholder, sales representative, consultant, distributor, Representative or agent of the Company; (o) Each material Contract relating to Intellectual Property Assets; (p) Each Contract providing for a payment or involving an aggregate consideration or value in excess of $25,000; (q) Each Contract not entered into in the ordinary course Ordinary Course of businessBusiness; (r) Each power of attorney granted by, on behalf of, or to any the Company; (s) Each Contract relating to confidentiality or noncompetition; (t) Each Contract having a term or period of performance in excess of 90 days; and (xiiu) each Each proposed or actual amendment, supplement, and or modification (whether oral or written) in respect of any of the foregoing. . 3.22.2 Except as set forth in Schedule 4(t, each Contract is in full force and effect and is valid and enforceable in accordance with its terms. 3.22.3 Except as set forth in Schedule with respect to each Contract (including, without limitation, those Contracts and agreements disclosed or required to be disclosed in Schedule ): (a) attached hereto, (i) Stronghold is, and has been, Company is in material full compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; Contract; (iib) each Each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and at all times has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iiic) to the Knowledge of Stronghold, no No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach Breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (ivd) Stronghold Company has not been given to or received from any other person or entity Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach Breach of, default under or default undertermination or cancellation of, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 4(t) attached hereto 5.19 contains a complete and accurate list, and Stronghold has made KKR and the KKR Subsidiaries shall at FRI's request deliver to FRI or make available to the Purchaser for FRI's review true and complete copies, of: (i) each Applicable Contract Agreement that involves performance of services or delivery of goods or materials by or to one or more of KKR and the KKR Subsidiaries of an amount or value in excess of $25,000;150,000. (ii) each Applicable Contract Agreement that was not entered into in the ordinary course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold one or more KKR and the KKR Subsidiaries in excess of $25,000;75,000. (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract Agreement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 50,000 and with terms of less than one year); (iv) each licensing agreement or other Applicable Agreement with respect to Intellectual Property; (v) each collective bargaining agreement and other Applicable Agreement to or with any labor union or other employee representative of a group of employees; (vi) each joint venture, partnership, and other Applicable Contract (however named) Agreement involving a sharing of profits, losses, costs, or liabilities by Stronghold any of KKR and the KKR Subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract Agreement containing covenants that in any way purport to restrict the business activity of Stronghold KKR or any affiliate of the foregoing KKR Subsidiaries or any Affiliate of KKR or any of the KKR Subsidiaries, (other than directors or officers of KKR) or limit the freedom of Stronghold KKR or any affiliate of the foregoing KKR Subsidiaries or any Affiliate of KKR or any of the KKR Subsidiaries (other than directors or officers of KKR) to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsPerson; (viii) each power of attorney executed by Stronghold that is currently effective and outstanding, other than powers of attorneys normally executed in connection with the KKR SEC Documents; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Contract Agreement for capital expenditures in excess of $25,00050,000; (x) each other Applicable Agreement material to KKR and the KKR Subsidiaries, taken as a whole, which has not otherwise been set forth on Schedules 5.1 through 5.20; and (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course of business; and (xii) each enforceable amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(t5.19(b), each Applicable Agreement referred to in Section 5.19(a) attached hereto, is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Schedule 5.19(c): (i) Stronghold iseach of KKR and the KKR Subsidiaries and, and has beento the knowledge of KKR, each other party thereto is in compliance in all material compliance respects with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was boundApplicable Agreement referred to in Section 5.19(a); and (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold any of KKR and the KKR Subsidiaries or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, Agreement referred to in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementSection 5.19(a).

Contracts; No Defaults. (a) Section 3.17(a) of the Seller Disclosure Schedule 4(t) attached hereto contains a complete and accurate listlist in all material respects, and Stronghold has Sellers have made available to the Purchaser true TOG true, complete and complete correct copies, of: (i) Contracts between any of the Acquired Companies on the one hand and customers or suppliers of the Acquired Companies on the other hand that represent, at a minimum, eighty-five percent (85%) in the aggregate of each Applicable Contract that involves performance of (y) the total value of all services or delivery of and goods or materials of an amount or value in excess of $25,000received by the Acquired Companies since January 1, 2007 and (z) all services performed and goods delivered by the Acquired Companies since January 1, 2007; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold in excess of $25,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property that involves the payment by or to any Acquired Company in excess of $50,000 annually; (except personal property leases and installment and conditional sales iii) each licensing agreement or other Contract of any Acquired Company with respect to any material Intellectual Property Asset, including standard agreements having a value per item with current or aggregate payments former employees, consultants, or contractors regarding the appropriation or the non-disclosure of less than $25,000 and with terms of less than one year)any Intellectual Property Asset; (iv) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees and any Acquired Company; (v) each employment Contract between any Acquired Company with an employee, agent, consultant and/or manager of such Acquired Company that involves payments in excess of $50,000 annually; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold any Acquired Company with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that purport in any way purport material respect to restrict the business activity of Stronghold or any affiliate of the foregoing Acquired Company or limit the freedom of Stronghold or any affiliate of the foregoing Acquired Company to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsPerson; (viii) each power Contract containing covenants that purport in any material respect to restrict the business activity of attorney executed by Stronghold that is currently effective and outstandingeither of the Sellers with respect to any conduct, activity, or practice relating to the business of the Acquired Companies, except for the restrictions contained in this Agreement or the Employment Agreements; (ix) each Applicable Contract entered into other than in any plan or commitment or arrangement of any Acquired Company, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit sharing or the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damageslike; (x) each Applicable Contract evidencing indebtedness for borrowed money by any Acquired Company; (xi) each power of attorney that is currently effective and outstanding with any Acquired Company; (xii) each Contract for capital expenditures in excess of $25,00050,000 annually with respect to any Acquired Company; (xixiii) each written warranty, guaranty, Government Contract (except for purchase orders and blanket purchasing agreements pursuant to Government Contracts); and (xiv) any other similar undertaking with respect to contractual performance extended by Stronghold other than Contract or commitment not made in the ordinary course of business; andbusiness which calls for the expenditure by any Acquired Company in any twelve (12) month period of at least $75,000. (xiib) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Except as set forth in Schedule 4(ton Section 3.17(b) attached heretoof the Disclosure Schedule, neither of the Sellers has acquired nor has rights to acquire any rights under, and neither of the Sellers or affiliate of either of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company. (c) Except as set forth on Section 3.17(c) of the Seller Disclosure Schedule: (i) Stronghold is, and has been, Each Acquired Company is in material compliance with all material applicable terms and requirements of each Contract identified or required to be identified on Section 3.17(a) of the Seller Disclosure Schedule under which such company Acquired Company has or had any obligation or liability or by which such company Acquired Company or any of the assets owned or used by such company any Acquired Company is or was bound; ; (ii) to the Knowledge of Sellers, each other person or entity Person that has or had any obligation or liability under any Contract identified or required to be identified on Section 3.17(a) of the Seller Disclosure Schedule under which Stronghold an Acquired Company has or had any rights is, and has been, is in full compliance in all material compliance respects with all applicable terms and requirements of such Contract; and (iii) to the Knowledge of StrongholdSellers, no event has occurred or circumstance exists that (with or without notice or of lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, of any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(ta. Part 3.17(a) attached hereto of the Disclosure Letter contains a complete and accurate list, and Stronghold Seller has made available delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,00010,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies of an amount or value in excess of $10,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold one or more Acquired Companies in excess of $25,00010,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 10,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold any Acquired Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing an Acquired Company or limit the freedom of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing an Acquired Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold any Acquired Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,00010,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold any Acquired Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located. b. Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Letter: (i) Stronghold neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of Seller and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. c. Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. d. Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times since formation has been, in material full compliance with all applicable terms and requirements of each Contract under which such company Acquired Company has or had any obligation or liability or by which such company Acquired Company or any of the assets owned or used by such company Acquired Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold an Acquired Company has or had any rights is, and at all times since formation has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold any Acquired Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold no Acquired Company has not been given to or received from any other person or entity Person, at any time since formation, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there . e. There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold Acquired Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSeller and the Acquired Companies, no such person or entity Person has made written demand for such renegotiation. . f. The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Acquired Companies have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto The Disclosure Letter contains a complete and accurate list, and Stronghold has made available to the Purchaser true and complete copies, list of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Company of an amount or value in excess of $25,000250,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Company of an amount or value in excess of $250,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold one or more Company in excess of $25,000250,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 250,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures in excess of $25,000250,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(t) attached hereto, the Disclosure Letter: (i) Stronghold Seller (and no Related Person of Seller) has or may acquire any rights under, and Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in the Disclosure Letter, each Contract identified or required to be identified in the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in the Disclosure Letter: (i) the Company is, and at all times since January 1, 1994 has been, in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and at all times since January 1, 1994 has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, at any time since January 1, 1994, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSeller and the Company, no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. 3.18. INSURANCE. [RESERVED.]

Contracts; No Defaults. Schedule 4(t(a) attached hereto Section 4.12(a) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xxii) below to which, as of the date of this Agreement, a Group Company is a party or by which it is bound, other than a Company Benefit Plan. True, correct and complete and accurate list, and Stronghold has copies of the Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to the Purchaser true and complete copiesHCM or its agents or representatives, of:together with all amendments thereto. (i) each Applicable Any Contract that involves performance with any of services the Top Vendors (other than purchase orders, invoices, or delivery statements of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not work entered into or used in the ordinary course of business consistent with past practice); (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or is not cancelable financing agreement or instrument or other Contract for money borrowed by Stronghold a Group Company, including any agreement or a subsidiary of Stronghold with no penalty upon advance notice of 30 days commitment for future loans, credit or less and that involves expenditures or receipts of Stronghold financing, in each case, in excess of $25,000MXN$50,000,000; (iii) any Contract under which any Lien (other than a Permitted Lien) exists that affects any material asset of any Group Company; (iv) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of a Group Company during the Lookback Period, in each case involving payments in excess of MXN$50,000,000, other than Contracts between the Group Companies; (v) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or involves aggregate payments in excess of less MXN$50,000,000 in any calendar year; (vi) Each hotel management agreement; (vii) Each Contract involving the formation of a (A) joint venture, (B) partnership, or (C) limited liability company (excluding, in the case of clauses (B) and (C), any wholly owned Group Company (other than $25,000 and with terms of less than one yearthe Company)); (ivviii) each joint ventureContracts (other than non-disclosure agreements, partnershipnon-solicitation provisions typically included in non-disclosure agreements, employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Governing Documents) between Group Companies, on the one hand, and Affiliates of any Group Company (other Applicable Contract than any Group Company), the officers and managers (however namedor equivalents) involving of any Group Company, the members or stockholders of any Group Company, any employee of any Group Company or a sharing member of profitsthe immediate family of the foregoing Persons, losseson the other hand (collectively, costs, or liabilities by Stronghold with any other person or entity“Affiliate Agreements”); (vix) Contracts with each Applicable Contract current employee or individual consultant or other individual service provider to any Group Company that provide annual base cash compensation (excluding bonus and other benefits) (salario base) in excess of MXN$5,000,000; (x) Contracts with each employee or individual consultant or other individual service provider to any Group Company that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby, and Contracts containing a “golden parachute” or “key man” or other provision requiring the continuity of one or more shareholders of any Group Company or any director, officer or employee thereof; (xi) Contracts containing covenants that in of any way purport to restrict Group Company (A) prohibiting or limiting the business activity right of Stronghold or any affiliate of the foregoing or limit the freedom of Stronghold or any affiliate of the foregoing Group Company to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting any Group Company’s ability to compete conduct their business with any person or entityPerson in any geographic area in any material respect; (vi) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by Stronghold that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course of business; and (xii) each amendmentAny collective bargaining (or similar) agreement or Contract between any Group Company, supplementon the one hand, and modification (whether oral any labor union or written) in respect other body representing employees of any of Group Company, on the foregoing. Except as set forth in Schedule 4(tother hand; (xiii) attached heretoEach Contract, (i) Stronghold isincluding license agreements, coexistence agreements, and has beenagreements with covenants not to sue (but not including non-disclosure agreements, incidental trademark licenses incident to marketing or non-exclusive licenses entered into by any Group Company with customers, in material compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been case entered into in the ordinary course of business consistent with past practice) pursuant to which any Group Company (i) grants to a third Person a license, covenant not to sue or other right under any material Company Intellectual Property or (ii) receives from a third Person a license, covenant not to sue or other right under any Intellectual Property that is material to the business of any Group Company (other than Contracts granting nonexclusive rights to use commercially available off-the-shelf software with annual fees of less than MXN$1,000,000 and have been Open Source Licenses); (xiv) Each Contract requiring capital expenditures by any Group Company after the date of this Agreement in an amount in excess of MXN$50,000,000 in any calendar year; (xv) Any Contract that grants to any third Person (A) any “most favored nation rights” or (B) price guarantees for a period greater than one year from the date of this Agreement and requires aggregate future payments to the Group Companies in excess of MXN$50,000,000 in any calendar year; (xvi) Contracts granting to any Person (other than any Group Company) a right of first refusal, first offer, re-acquisition right, derecho de reversión or similar preferential right to purchase or acquire equity interests in any Group Company or any assets owned by any Group Company; (xvii) Contracts documenting derivative or hedging or similar transactions; (xviii) Contracts executed with any Governmental Authorities; (xix) Any Contract involving payment obligations by any Group Company in excess of MXN$50,000,000 in any calendar year; (xx) Any Contract that provides for the indemnification or assumption of any liability of any Person by the Company or the Group Companies; (xxi) Contracts entered into without outside the commission ordinary course of business or that is otherwise material to any act alone Group Company and that is not included in any of the previous paragraphs; and (xxii) Any outstanding written commitment to enter into any Contract of the type described in the foregoing subsections of this Section 4.12(a). (b) Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date, all of the Contracts listed or required to be listed pursuant to Section 4.12(a) in concert with the Company Disclosure Letter (i) are in full force and effect and (ii) represent the legal, valid and binding obligations of the Group Company party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to any Group Company, (x) the Group Companies have performed in all respects all respective obligations required to be performed by them to date under such Contracts listed pursuant to Section 4.12(a) and none of the Group Companies, nor, to the knowledge of the Company, any other person party thereto is in breach of or entitydefault under any such Contract, (y) during the last 24 months, none of the Group Companies has received any written claim or written notice of termination or breach of or default under any consideration having such Contract (which claim or notice has not been paid rescinded), and (z) to the knowledge of the Company, no event has occurred which individually or promisedtogether with other events, that is would reasonably be expected to result in a breach of or would be a default under any such Contract by any Group Company or, to the knowledge of the Company, any other party thereto (in violation each case, with or without notice or lapse of any Legal Requirementtime or both).

Contracts; No Defaults. (a) Schedule 4(t) attached hereto 5.15 contains a complete and accurate list, and Stronghold has made available to the Purchaser true and complete copies, list of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by FM of an amount or value in excess of $25,0005,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to FM of an amount or value in excess of $5,000; (iii) each Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold FM in excess of $25,0005,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 10,000 and with terms of less than one year); (ivv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold FM with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold FM or any affiliate Affiliate of the foregoing FM or limit the freedom of Stronghold FM or any affiliate Affiliate of the foregoing FM to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold FM to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,0002,500; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold FM other than in the ordinary course Ordinary Course of business; andBusiness; (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. ; and (xv) Schedule 5.15 sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts and the amount of the remaining commitment of FM under the Contracts. (b) Except as set forth in Schedule 4(t) attached hereto, 5.15: (i) Stronghold no officer, director or shareholder who owns in excess of five percent (5%) of the capital stock of FM (and no Related Person of the foregoing) has nor may it acquire any rights under, any Contract that relates to the business of, or any of the assets owned or used by, FM; and (ii) no officer, director, agent, employee, consultant, or contractor of FM is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of FM, or (B) assign to FM or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Schedule 5.15, each Contract identified or required to be identified in Schedule 5.15 is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Schedule 5.15: (i) FM is, and at all times since inception has been, in material full compliance with all applicable terms and requirements of each Contract under which such company FM has or had any obligation or liability or by which such company FM or any of the assets owned or used by such company FM is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold FM has or had any rights is, and at all times since inception has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold FM or any other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold FM has not been given to or received from any other person or entity Person, at any time since inception, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold FM under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 4(t3.21(a) attached hereto of the Disclosure Letter contains a complete and accurate list, and Stronghold Seller has made available delivered to the Purchaser Buyer true and complete copies, ofof each written: (i) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company other than sales of Products in the Ordinary Course of Business of an amount or value in excess of $25,000100,000 annually; (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,000100,000 annually and which cannot be terminated on 30 days notice without penalty; (iii) each Applicable Contract with a wholesale distributor of magazines in the United States who entered into such Applicable Contract with the Company in such wholesaler's capacity as a wholesale distributor of magazines; (iv) lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other written Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year100,000 annually); (ivv) each collective bargaining agreement and other written Applicable Contract to or with any labor union or other employee representative of a group of employees; (vi) joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing Company or limit the freedom of Stronghold or any affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (viviii) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments in excess of $100,000 annually to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000100,000 annually, other than any Applicable Contracts with customers providing for the installation of display fixtures; (xi) each written warranty, guaranty, and and/or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. ; in each case other than those Applicable Contracts listed on another Schedule of the Disclosure Letter. (b) Except as set forth in Schedule 4(t3.21(b) attached hereto, of the Disclosure Letter or as contemplated by the Transaction Documents: (i) Stronghold isNo Applicable Contract that relates to the business of, and has been, in material compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is by, the Company (A) provides Seller (or was bound; any Related Person of Seller) with any rights, or the ability to acquire any rights, thereunder under, or (iiB) each other person subjects Seller (or entity that has or had any Related Person of Seller) to any obligation or liability under thereunder; and (ii) No officer or director of the Company, and to Seller's Knowledge, no agent, employee, consultant, or contractor of the Company, is bound by any Contract under which Stronghold has that purports to limit the ability of such officer, director, agent, employee, consultant, or had contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights isto any invention, and improvement, or discovery. (c) Except as set forth in Schedule 3.21(c) of the Disclosure Letter, since January 27, 2006, the Company has beennot received from any Person, in material compliance with all applicable terms and requirements of such Contract; (iii) any written notice or other written communication or, to the Knowledge of StrongholdSeller, no event has occurred or circumstance exists that (with or without any oral notice or lapse communication that any Current Customer of timethe Company as of January 27, 2006 has determined to cease doing business with the Company or materially reduce the volume of Products purchased from the Company. (d) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on set forth in Schedule 4(t3.21(d) attached heretoof the Disclosure Letter, there are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate renegotiate, any material amounts paid or payable to the Company under any of Stronghold under current or completed Material Applicable Contracts with any person or entity and, to the Knowledge of Stronghold, and no such person or entity Person has made written demand for such renegotiation. , other than in connection with a dispute or the expiration or renewal of such a Contract. (e) The Material Applicable Contracts relating to the sale, design, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementBusiness.

Contracts; No Defaults. (a) Part 4.16(a) of the Parent Disclosure Schedule 4(t) attached hereto contains a complete and accurate list, and Stronghold has made available to the Purchaser true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods, services or materials (in any 12-month period) by one or more Acquired Companies of an amount or value in excess of US $50,000; provided, however, with respect to all customer and channel supply Contracts, each such Contract shall be listed and provided without regard to the value thereof; (ii) each Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies of an amount or value in excess of US $25,00050,000; (iiiii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold one or more Acquired Companies in excess of US $25,00050,000; (iiiiv) each lease, rental or occupancy lease agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except for the following: (1) personal property leases and installment and conditional sales agreements having a value for the remaining term per item or aggregate payments of less than US $25,000 50,000, (2) Intellectual Property Assets disclosed in Part 4.20 of Parent Disclosure Schedule and (3) commonly available Software programs, such as retail shrink-wrap and retail off the shelf Software). (v) each licensing agreement or other Contract with terms respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees (other than their employment contracts), consultants, or contractors regarding the appropriation or the nondisclosure of less than one yearany of the Intellectual Property Assets (except for the following: (1) Intellectual Property Assets disclosed in Part 4.20 of the Parent Disclosure Schedule and (2) commonly available software programs, such as retail shrink-wrap and retail off the shelf Software); (ivvi) each joint venture, partnership, and any other Applicable Contract (however named) Contracts involving a sharing of profits, losses, costscosts or Liabilities by any Acquired Company, or liabilities by Stronghold with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing Acquired Company or limit the freedom of Stronghold or any affiliate of the foregoing Acquired Company to engage in any line of business or to compete with any person or entityPerson; (viviii) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments commissions to or by any person or entity Person based on sales, purchases, purchases or profits, other than direct payments for goods; (viii) each power of attorney executed by Stronghold that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of US $25,00050,000; (xix) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance (other than with respect to Intellectual Property Assets disclosed in Part 4.20 of the Parent Disclosure Schedule) extended by Stronghold any Acquired Company other than in the ordinary course Ordinary Course of business; andBusiness; (xi) each Contract with any Related Person of any Acquired Company that relates to the business of, or any of the assets owned or used by, any Acquired Company; (xii) each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Part 4.16(b) of the Parent Disclosure Schedule, each Contract identified or required to be identified in Part 4.16(a) of the Parent Disclosure Schedule 4(tis in full force and effect. (c) attached heretoExcept as set forth in Part 4.16(c) of the Parent Disclosure Schedule, with respect to each Contract identified or required to be identified in Part 4.16(a) of the Disclosure Schedule: (i) Stronghold each Acquired Company is, and at anytime since December 31, 1999 has been, in material compliance with all applicable terms and requirements of each such Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company Acquired Company is or was bound; party to; (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of StrongholdParent’s Knowledge, no event has occurred or circumstance circumstances exists that (with or without notice or the lapse of timetime (including, without limitation, after giving effect to the Contemplated Transactions)) may contravene, conflict with, or will result in a material violation or breach Breach of, or give Stronghold any Acquired Company, or any other person or entity Person party to such Contracts, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminateterminate or modify any such Contracts (other than Contracts which are terminable without cause in accordance with their terms); and (iii) no Acquired Company has given to, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity Person, at anytime since December 31, 1999, any written notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach Breach of, or default under, any such Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (d) attached hereto, there There are no renegotiation of, attempts existing renegotiations with respect to renegotiate, or outstanding rights customer Contracts with respect to renegotiate any material amounts paid or payable to any Acquired Company in excess of Stronghold under current or completed US $100,000. (e) To Parent’s Knowledge, all Contracts with which any person or entity andAcquired Company is a party to are in writing and all and any amendments, settlements and modifications to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The any Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into made in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementwriting.

Contracts; No Defaults. (a) Schedule 4(t) attached hereto 3.16 contains a complete and accurate list, and Stronghold has made available to the Purchaser true and complete copies, list of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by Target of an amount or value in excess of $25,00010,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to Target of an amount or value in excess of $10,000; (iii) each Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold Target in excess of $25,00010,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 10,000 and with terms of less than one year); (ivv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold Target with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold Target or any affiliate Affiliate of the foregoing Target or limit the freedom of Stronghold Target or any affiliate Affiliate of the foregoing Target to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold Target to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,00010,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold Target other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.16 sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts and the amount of the remaining commitment of the Target under the Contracts. (b) Except as set forth in Schedule 4(t) attached hereto, 3.16: (i) Stronghold no officer, director or shareholder who was in excess of five percent (5%) of the capital stock of the Target (and no Related Person of the foregoing) has nor may it acquire any rights under, any Contract that relates to the business of, or any of the assets owned or used by, Target; and (ii) no officer, director, agent, employee, consultant, or contractor of Target is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of Target, or (B) assign to Target or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Schedule 3.16, each Contract identified or required to be identified in Schedule 3.16 is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Schedule 3.16: (i) Target is, and at all times since inception has been, in material full compliance with all applicable terms and requirements of each Contract under which such company Target has or had any obligation or liability or by which such company Target or any of the assets owned or used by such company Target is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold Target has or had any rights is, and at all times since inception has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold Target or any other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold Target has not been given to or received from any other person or entity Person, at any time since inception, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold Target under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold has made available Sellers have delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not entered into in involves performance of services or delivery of goods or materials to the ordinary course Company of business an amount or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold value in excess of $25,000; (iii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $25,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (b) Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Letter: (i) Stronghold No Seller (and no Related Person of any Seller) has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) No officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) The Company is, and at all times since September 30, 1998 has been, in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and at all times since September 30, 1998 has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold The Company has not been given to or received from any other person or entity Person, at any time since October 1, 1995, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, which could give rise to Damages in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(texcess of $25,000. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material Material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold have the Company has been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 4(t) attached hereto 4.10 contains a complete and accurate listlist of, and Stronghold Seller has made available delivered to the Purchaser Buyer true and complete copies, copies of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of US $25,000100,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of US $50,000; (iii) each Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of US $25,00050,000; (iiiiv) each lease, rental or occupancy lease agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than US $25,000 and with terms of less than one year); (ivv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vvii) each Applicable Contract between or including the Company and an Affiliate; (viii) each Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing Company to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by Stronghold that is currently effective and outstandingPerson; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiix) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Except as set forth in Schedule 4(t. (b) attached hereto, Seller (iand each Affiliate of Seller) Stronghold is, and has been, in material compliance with all applicable terms and requirements of each Contract does not have any rights under which such company has or had any obligation or liability under and does not have the right to require or by which such company will not become subject to, any Contract that relates to the business of, or any of the assets owned or used by, the Company; (c) To the Knowledge of Seller or the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such company officer, director, agent, employee, consultant, or contractor to (i) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (ii) assign to the Company or to any other Person any rights to any invention, improvement, or discovery; (d) With respect to each Contract identified or required to be identified in Schedule 4.10, (i) the Contract is or was boundlegal, valid, binding, enforceable and in full force and effect; (ii) each other person or entity that has or had any obligation or liability under any the Contract under which Stronghold has or had any rights iswill continue to be legal, valid, binding, enforceable and has been, in material compliance with all applicable full force and effect on identical terms and requirements following the consummation of such Contractthe transactions contemplated hereby; (iii) to the Knowledge of Strongholdno party is in breach or default, and no event has occurred or circumstance exists that (which with or without notice or lapse of time) may contravene, conflict withtime would constitute a breach or default, or result in a material violation permit termination, modification or breach ofacceleration, or give Stronghold or other person or entity under the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold no party has repudiated any provision of the Contract; (e) The Company has not been given to or received from any other person or entity Person, at any time since January 1, 2005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t; and (f) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSeller or the Company, no such person or entity Person has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto The Disclosure Letter contains a complete and accurate list, and Stronghold has made available to the Purchaser true and complete copies, list of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000250,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $250,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,000250,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 250,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures in excess of $25,000250,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(t) attached hereto, the Disclosure Letter: (i) Stronghold neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in the Disclosure Letter, each Contract identified or required to be identified in the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in the Disclosure Letter: (i) the Company is, and at all times since January 1, 1995 has been, in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and at all times since January 1, 1995 has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, at any time since January 1, 1995, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSellers and the Company, no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. A. Schedule 4(t3.17(a) attached hereto of the Company Disclosure Schedule contains a complete and accurate listlist (other than Customer License Agreements which are disclosed in Section 3.22.), and Stronghold the Company has made available delivered to the Purchaser Merger Sub and Parent true and complete copies, of: (i) each Applicable Each Contract that involves performance of services or delivery of goods or materials by the Company or the Subsidiary of an amount or value in excess of Twenty-Five Thousand and No/100 Dollars ($25,00025,000.00); (ii) Each Contract that involves performance of services or delivery of goods or materials to the Company or the Subsidiary of an amount or value in excess of Twenty-Five Thousand and No/100 Dollars ($25,000.00); (iii) Except for customer Contracts and inventory and equipment purchase orders incurred in the Ordinary Course of Business, each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company or the Subsidiary in excess of Twenty-Five Thousand and No/100 Dollars ($25,00025,000.00); (iiiiv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than Twenty-Five Thousand and No/100 Dollars ($25,000 25,000.00) and with terms of less than one (1) year)) of the Company or the Subsidiary; (ivv) each Each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees relating to the Company or the Subsidiary; (vi) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company or the Subsidiary with any other person or entityPerson; (vvii) each Applicable Each Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate of the foregoing Subsidiary or limit the freedom of Stronghold the Company or any affiliate of the foregoing Subsidiary to engage in any line of business or to compete with any person or entityPerson; (viviii) each employment Each Contract (relating to the Company or consulting agreement of Stronghold; (viithe Subsidiary) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each Each power of attorney executed by Stronghold relating to the Company or the Subsidiary that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Each Contract relating to the Company or the Subsidiary for capital expenditures in excess of Twenty-Five Thousand and No/100 Dollars ($25,00025,000.00); (xi) each Each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company or the Subsidiary other than in the ordinary course Ordinary Course of businessBusiness; and (xii) each Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . B. Except as set forth in Schedule 4(t3.17(b) attached heretoof the Company Disclosure Schedule, to the Knowledge of the Company, no officer, director, or employee of the Company or the Subsidiary is bound by any Contract that purports to limit the ability of such officer, director or employee to (i) Stronghold isengage in or continue any conduct, activity, or practice relating to the business of the Company or any Subsidiary, as currently conducted or (ii) assign to the Company or any Subsidiary any rights to any invention, improvement, or discovery relating to the business of the Company or any Subsidiary. C. Except as set forth in Schedule 3.17(c) of the Company Disclosure Schedule, each Contract identified or required to be identified in Schedule 3.17(a) of the Company Disclosure Schedule is in full force and has beeneffect, except as to matters or default which in material the aggregate would not have a Company Material Adverse Effect. D. Except as set forth in Schedule 3.17(d) of the Company Disclosure Schedule: (i) The Company and each Subsidiary is in full compliance with all applicable material terms and requirements of each Contract under which Company or such company Subsidiary has or had any obligation or liability or by which Company or such company Subsidiary or any of the assets owned or used by Company or such company Subsidiary is or was bound; , except where the failure to comply with such terms and requirements would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and has been, is in material full compliance with all applicable material terms and requirements of such Contract; ; (iii) to To the Knowledge of Strongholdthe Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable material Contract, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and and (iv) Stronghold Neither the Company nor any Subsidiary has not been given to or received from any other person or entity Person, at any time since March 31, 1999, any written notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any material Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there . E. There are no renegotiation of, renegotiations of or attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company or any of Stronghold Subsidiary under current or completed Contracts with any person or entity and, to Person and the Knowledge of Stronghold, no such person or entity Company has made not received any written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold has Sellers have heretofore delivered or made available to the Purchaser Buyer true and complete copies, of: (i) each Applicable Company Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000100,000; (ii) each Applicable Company Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $100,000; (iii) each Company Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,00050,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Company Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 50,000 and with terms of less than one year); (ivv) each licensing agreement or other Company Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Company Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Company Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vviii) each Applicable Company Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of Stronghold; (vii) each Applicable Company Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold affecting the Company that is currently effective and outstanding; (ixxi) each Applicable Company Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxii) each Applicable Company Contract for capital expenditures in excess of $25,00050,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course of businessCompany; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts (including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts) and any oral modifications of the Contracts. (b) Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Letter: (i) Stronghold To the Knowledge of the Company or Original Shareholders, none of the Sellers (and no Related Person of any Seller) has or may acquire any rights under or has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) to the Knowledge of the Company or Original Shareholders, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) the Company is, and at all times since the date of the respective Contracts (including any Contracts which have been superseded by the present Contracts) has been, in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; bound except where noncompliance will not have a Material Adverse Effect; (ii) to the Knowledge of the Company or Original Shareholders, each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and at all times since January 1, 1998, has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or any other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable ContractCompany Contract except where the consequences of such event will not have a Material Adverse Effect; and and (iv) Stronghold the Company, since the date of the respective Contracts (including any Contracts which have been superseded by the present Contracts), has not been given or to nor received from any other person or entity Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity Person and, to the Knowledge of Strongholdthe Company or Original Shareholders, no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. To the best of the Original Shareholders' and the Company's Knowledge, all such Contracts can be completed at a profit, within the time specified therein, utilizing only personnel now employed by and assets now owned by the Company. (g) Except as set forth in Part 3.17(g) of the Disclosure Letter: (A) the Company has complied with all material terms and conditions of each Government Contract or Government Subcontract, (B) the Company has complied in all material respects with all requirements for all Legal Requirements or agreements pertaining to each Government Contract or Government Subcontract and (C) all representations and certifications executed, acknowledged or set forth in or pertaining to each Government Contract or Government Subcontract were complete and correct in all material respects as of their effective date and the Company has complied in all material respects with all such representations and certifications; (ii) (A) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified the Company, either in writing or orally, that the Company has breached or violated any Legal Requirement, certification, representation, clause, provision or other requirement pertaining to any Government Contract or Government Subcontract, (B) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to any Government Contract or Government Subcontract, (C) no material cost incurred by the Company pertaining to any Government Contract or Government Subcontract has been questioned or challenged by representatives of the Administrative Contracting Officer or the Defense Contract Audit Agency, has been disallowed by the U.S. Government, or has been or, to the Knowledge of the Company or Original Shareholders, now is, the subject of any investigation, and (D) no amount of money due to the Company, pertaining to any Government Contract or Government Subcontract has been withheld or set off nor has any claim been made to withhold or set off money, and the Company is entitled to all progress payments received with respect thereto; (iii) (A) to the Knowledge of Company or Original Shareholders, neither the Company nor any of its directors, officers, employees, consultants or agents is or during the past three years has been under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Subcontract, and (B) during the past five years, the Company has not conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Body with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Subcontract; (iv) there exist (A) no outstanding claims against the Company, either by any Governmental Body or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Subcontract and (B) no material disputes between the Company and any Governmental Body under the Contract Disputes Act or any other federal statute or regulation or between the Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Subcontract; (v) to the Knowledge of Company or Original Shareholders, the Company has no interest in any pending or potential claim against any Governmental Body or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Subcontract, and Part 3.17(g) of the Disclosure Letter lists each Government Contract or Government Subcontract which is currently under audit by any Governmental Body or any other person that is a party to such Government Contract or Government Subcontract; (vi) the Company has not been debarred or suspended from participation in the award of contracts with the DOD or any other Governmental Body (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements), there exist no facts or circumstances that would warrant suspension or debarment or the finding of non-responsibility or ineligibility on the part of the Company, no payment has been made by the Company or by any Person on behalf of the Company in connection with any Governmental Contract or Governmental Subcontract in violation of applicable procurement Legal Requirements or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt Practices Act, and the Company's cost accounting and procurement systems and the associated entries reflected in the Company's financial records with respect to the Government Contracts and Government Subcontracts are in compliance in all material respects with all Legal Requirements.

Contracts; No Defaults. (a) Schedule 4(t3.13(a) attached hereto contains a complete and accurate list, and Stronghold Seller has made available to the Purchaser Buyer true and complete copiescopies (excluding certain technical or other contract attachments which are not reasonably necessary for an understanding of the contracts and the terms thereof and the parties’ rights and obligations thereunder), of: (i) each Applicable Contract that involves performance of services or delivery of goods by a Longhorn Entity or the Business during any 12-month period as of the date of this Agreement of an amount or value, individually or, for a series of related Contracts, in the aggregate, in excess of $2,000,000; (ii) each Contract that involves performance of services or delivery of goods or materials to a Longhorn Entity or the Business during any 12-month period as of the date of this Agreement, of an amount or value, individually or, for a series of related Contracts, in the aggregate, in excess of $4,000,000; (iii) each Contract related to a Longhorn Entity or the Business that was not entered into in the Ordinary Course of Business and that involves goods or services of an amount or value in excess of $25,0004,000,000; (iiiv) each Applicable Contract that was not entered into in lease relating to the ordinary course Real Property Leases and lease of business or is not cancelable by Stronghold or a subsidiary tangible personal property of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold in excess of $25,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, any Longhorn Entity and other Applicable Contract Contracts, in each case, affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property other assets used in the Business (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments payments, in each case, of less than $25,000 1,000,000 and with terms of less than one year); (ivv) each material license agreement involving any Longhorn Entity with respect to patents, trademarks, copyrights or other material Intellectual Property used in the Business, excluding licenses for software that is commercially available from a third party pursuant to “shrink wrap,” “click-through” or other standard form license agreements with an individual one-time or annual royalty or license fee of $100,000 or less; (vi) each joint ventureventure or partnership involving a Longhorn Entity or the Business and each other Contract, partnership, and other Applicable Contract (however named) in each case involving a sharing of profits, losses, costs, costs or liabilities by Stronghold related to the Business with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold any Longhorn Entity or any affiliate of the foregoing or limit the freedom of Stronghold or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityBusiness; (viviii) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract related to the Business providing for payments to or by any person or entity Person based on sales, purchases, purchases or profits, other than direct payments for goods; (viii) each power of attorney executed by Stronghold that is currently effective and outstandinggoods with a value less than $1,000,000; (ix) each Applicable Contract entered into other than in related to the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Contract Business for capital expenditures in excess of $25,0004,000,000 from and after the date of this Agreement; (x) each Contract entered into or assumed by a Longhorn Entity after January 1, 2007 in which a Longhorn Entity has an obligation in respect of providing for indemnification or purchase price adjustment in connection with any disposition, sale or other transfer of any present or former business or commercial activity and with respect to which any party thereto has continuing material obligations; (xi) each written warrantyContract that contains a provision involving a change of control of a Longhorn Entity requiring the consent of a third party to, guarantyor giving a third party the right to terminate following, such change of control and that is material to the Longhorn Entities taken as a whole; (xii) each Contract under which a Longhorn Entity has directly or indirectly guaranteed Indebtedness or Liabilities (other than endorsements for the purpose of collection in the Ordinary Course Of Business) of any Person other than a Longhorn Entity which, individually, is in excess of $1,000,000; (xiii) each Contract granting any Encumbrance (other than a Permitted Encumbrance) upon any asset, property or right that is material to the Longhorn Entities taken as a whole; (xiv) each Contract relating to the Business that is a distributor, agency, dealer, sales representative or similar Contract; (xv) each Contract relating to the Business that is an advertising or marketing Contract and that is material to the Business taken as a whole; (xvi) each Contract between a Longhorn Entity on the one hand, and other similar undertaking with respect to contractual performance extended by Stronghold Seller or any Affiliate of Seller (other than in a Longhorn Entity) on the ordinary course of businessother hand; (xvii) each Contract that is for services with any employee, director, or consultant and any such oral agreements which are not terminable at will by a Longhorn Entity; and (xiixviii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth on Schedule 3.13(b), to the Knowledge of Seller, no officer, director, agent, employee or consultant of any Longhorn Entity is bound by any Contract that purports to limit the ability of such officer, director, agent, employee or consultant to (A) engage in or continue any conduct, activity or practice related to the Business or (B) assign to any other Person any rights to any invention, improvement or discovery related to the Business. (c) Each Contract identified on Schedule 4(t3.13(a) attached heretois in full force and effect and is valid and enforceable against the Longhorn Entity party thereto and, to the Knowledge of Seller, against each other party thereto in accordance with its terms, except to the extent enforceability may be limited by (i) Stronghold isbankruptcy, insolvency, moratorium, reorganization and has beenother similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (d) For each Contract identified on Schedule 3.13(a) and except as set forth on Schedule 3.13(d): (i) each Longhorn Entity is in compliance in all material compliance respects with all applicable terms and requirements of each such Contract under which (other than provisions relating to maintaining the confidentiality of such company has or had any obligation or liability or terms to the extent violated by which disclosures of such company or any terms to prospective purchasers of the assets owned or used by such company is or was bound; Business in connection with the sale of the Business to Buyer); (ii) to the Knowledge of Seller, each other person or entity Person that has or had any obligation or liability Liability under any such Contract under which Stronghold has or had any rights is, and has been, is in compliance in all material compliance respects with all applicable terms and requirements of such Contract; and (iii) to the Knowledge of Strongholdsince January 1, 2010, no event Longhorn Entity has occurred given to or circumstance exists that (with or without received from any other Person any written notice or lapse other communication regarding the termination of time) may contravene, conflict with, or result in a any actual or alleged material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or material default under, any such Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. . (e) Except as disclosed set forth on Schedule 4(t) attached hereto3.13(e), there are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate renegotiate, any material amounts paid or payable to any Longhorn Entity in excess of Stronghold $2,000,000 under current or completed Contracts with any person or entity and, remaining to be performed as of the Knowledge date of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementthis Agreement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto SCHEDULE 4.11 contains a listing of all Contracts described in (i) through (xv) below to which any of the Acquired Companies is a party as of the date hereof. Such listing identifies, among other things, the parties to and the expiration date of the contracts. True, correct and complete and accurate listcopies of contracts (or a summary thereof, and Stronghold has if oral) referred to in clauses (i) through (xv) below have been delivered to or made available to the Purchaser true and complete copies, of:its agents and representatives. (i) each Applicable Each Contract that which involves performance of services or delivery of goods and/or materials, by or materials to any of the Acquired Companies of an amount or value in excess of $25,00050,000; (ii) each Applicable Each note, debenture, other evidence of indebtedness, guarantee, loan, letter of credit, surety-bond or financing agreement or instrument or other contract for money borrowed, including any agreement or commitment for future loans, credit or financing; (iii) Each Contract that was not entered into in the ordinary course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold in excess of $25,000business; (iiiiv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year)constituting fixed assets; (ivv) each joint ventureEach material licensing agreement or other Contract with respect to patents, partnershiptrademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants or contractors regarding the appropriation or the nondisclosure of Intellectual Property; (vi) Each Contract to which any employee of any of the Acquired Companies is bound which in any manner purports to (A) restrict such Person's freedom to engage in any line of business or to compete with any other Person, or (B) assign to any other Person its rights to any material invention, improvement, or discovery; (vii) Each employment agreement, collective bargaining agreement or other Contract to or with any employee or any labor union or other employee representative of a group of employees relating to wages, hours, and other Applicable conditions of employment; (viii) Each joint venture Contract, partnership agreement, limited liability company agreement or other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold any of the Acquired Companies with any other person or entityPerson; (vix) each Applicable Each Contract containing covenants that which in any way purport to restrict any of the Acquired Companies' business activity of Stronghold or any affiliate of the foregoing or purport to limit the freedom of Stronghold or any affiliate of the foregoing Acquired Companies to engage in any line of business or to compete with any person or entityPerson; (vix) each employment or consulting agreement of Stronghold; (vii) each Applicable Each Contract providing for payments to or by any person Person or entity based on sales, purchases, purchases or profits, other than direct payments for goods; (viiixi) each Each power of attorney executed granted by Stronghold that any of the Acquired Companies which is currently effective and outstanding; (ixxii) each Applicable Each Contract entered into other than under which any of the Acquired Companies is obligated to incur capital expenditures after the date hereof in the ordinary course an aggregate amount in excess of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damagesFifty Thousand Dollars ($50,000); (xxiii) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each Each written warranty, guaranty, and guaranty or other similar undertaking with respect to contractual performance extended by Stronghold other than in any of the ordinary course of business; andAcquired Companies; (xiixiv) each Each amendment, supplement, and modification (whether oral written or writtenoral) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(ton SCHEDULE 4.11, all of the Contracts listed pursuant to paragraph (a) attached hereto, hereof (i) Stronghold isare in full force and effect, and has been, in material compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) represent the legal, valid and binding obligations of each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, of the Acquired Companies and has been, are enforceable against each of the Acquired Companies in material compliance accordance with all applicable their terms and requirements of such Contract; (iii) to represent the Knowledge legal, valid and binding obligations of Strongholdthe other parties thereto and are enforceable against such parties in accordance with their terms, no except as may be limited by bankruptcy laws. No condition exists or event has occurred or circumstance exists that (which, with or without notice or lapse of time) may contravenetime or both, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare would constitute a default or exercise any remedy under, a basis for force majeure or to accelerate the maturity claim of excusable delay or performance of, or to cancel, terminate, or modify, any Applicable Contract; and nonperformance under such Contracts. (ivc) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed set forth on Schedule 4(t) attached heretoSCHEDULE 4.11, there are no renegotiation renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate renegotiate, any material amounts paid or payable to any of Stronghold the Acquired Companies under current or completed Contracts Contracts, with any person Person having the contractual or entity andstatutory right to require such renegotiation. Neither Sellers, to nor any of the Knowledge of StrongholdAcquired Companies, no such person or entity has made received any written demand for such renegotiationrenegotiation in respect of any such Contract. The Contracts relating Except as set forth on SCHEDULE 4.11, no customer or government contracting officer has asserted that any material adjustments are required to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission terms of any act alone or in concert with any other person or entityContracts. (d) Except as specifically noted on SCHEDULE 4.11, or any consideration having been paid or promised, that is or would be in violation no consent of any Legal Requirementparty to any such Contract is required in connection with the Transactions. (e) Except as set forth on SCHEDULE 4.11, to the knowledge of Sellers and the Company, neither Sellers, nor any of the Acquired Companies, has committed any act or omission which would result in, and there has been no occurrence which would give rise to, any material product liability or material liability for breach of warranty on the part of any of the Acquired Companies.

Contracts; No Defaults. Schedule 4(t(a) attached hereto contains a SELLERS have made available or shall make available by July 15, 2008, to TOG at Acquired Companies’ Premises true, complete and accurate list, and Stronghold has made available to the Purchaser true and complete correct copies, ofof the following documents, it being understood that any missing Contract does not materially and adversely affect the business of the Acquired Companies: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $25,000Euro 100,000.00 each; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold in excess of $25,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property that involves the payment by or to any Acquired Company in excess of Euro 100,000.00; (except personal property leases and installment and conditional sales iii) each licensing agreement or other Contract of any Acquired Company with respect to any Intellectual Property Asset, including agreements having a value per item with current or aggregate payments former employees, consultants, or contractors regarding the appropriation or the non-disclosure of less than $25,000 and with terms of less than one year)any Intellectual Property Asset; (iv) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees and any Acquired Company; (v) each employment Contract between any Acquired Company with an employee, agent, consultant and/or manager of such Acquired Company; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold any Acquired Company with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold any Acquired Company or any affiliate either of the foregoing SELLERS or limit the freedom discretion of Stronghold any Acquired Company or any affiliate either of the foregoing SELLERS to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsPerson; (viii) each power any plan or commitment or arrangement of attorney executed by Stronghold that is currently effective and outstandingany Acquired Company, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit sharing or the like; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides indebtedness for an express undertaking borrowed money by Stronghold to be responsible for consequential damagesany Acquired Company; (x) each Applicable Contract for capital expenditures in excess power of $25,000attorney that is currently effective and outstanding with any Acquired Company; (xi) each written warrantyContract for capital expenditures with any Acquired Company, guaranty, and other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course excess of business; andEuro100,000.00; (xii) each amendment, supplement, and modification Government Contract; (whether oral xiii) each Contract whereby any individual purports to release or writtenhold harmless any Acquired Company from any claims; and (xiv) any other Contract or commitment which calls for the expenditure by any Acquired Company in respect any twelve (12) month period of any of the foregoing. at least Euro 100,000.00. (b) Except as set forth in Schedule 4(tAttachment 3.17 to this Agreement, none of the SELLERS has acquired nor has rights to acquire any rights under, and neither of the SELLERS has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (c) attached heretoExcept as set forth in Attachment 3.17 to this Agreement, to the Knowledge of the two major shareholders among the SELLERS, each Contract identified or required to be identified in Attachment 3.16 to this Agreement is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Attachment 3.17 to this Agreement: (i) Stronghold is, and has been, each Acquired Company is in material compliance with all material applicable terms and requirements of each Contract under which such company Acquired Company has or had any obligation or liability or by which such company Acquired Company or any of the assets owned or used by such company any Acquired Company is or was bound; ; (ii) to the Knowledge of the two major shareholders among the SELLERS, each other person or entity that has or had any obligation or liability under any Contract under which Stronghold an Acquired Company has or had any material rights is, and has been, is in full compliance in all material compliance respects with all applicable terms and requirements of such Contract; and (iii) no event has occurred or, to the Knowledge of Strongholdthe two major shareholders among the SELLERS, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, of any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 4(t3.16(a) attached hereto contains a complete and accurate list, and Stronghold Company has made available delivered to the Purchaser Parent true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by Company or a Subsidiary of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not entered into in the ordinary course involves performance of business services or is not cancelable by Stronghold delivery of goods or materials to Company or a subsidiary Subsidiary of Stronghold with no penalty upon advance notice of 30 days an amount or less and that involves expenditures or receipts of Stronghold value in excess of $25,000; (iii) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Company or a Subsidiary in excess of $25,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property by Company or a Subsidiary (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year); (ivv) each licensing agreement or other Contract to which Company or a Subsidiary is a party that pertains to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any intellectual property; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold Company or a Subsidiary with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold Company or a Subsidiary or any affiliate Affiliate of the foregoing a Company or limit the freedom of Stronghold Company or a Subsidiary or any affiliate Affiliate of the foregoing a Company to engage in any line of business or to compete with any person or entityPerson; (viviii) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person Company or entity a Subsidiary based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by Stronghold binding on Company or any Subsidiary that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold Company or a Subsidiary to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures by Company or a Subsidiary in excess of $25,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold Company or a Subsidiary other than in the ordinary course Ordinary Course of businessBusiness; (xiii) each agreement or contract, whether written or verbal, that is a talent or programming agreement or contract or in any way obligates Company to pay any royalty, residual, license fee or other similar payment in respect of any third party’s literary, artistic, trademark, copyright, music performance, master use, synchronization or other similar intellectual property rights or their publicity, privacy or publishing or other similar intellectual property rights; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(t3.16(b), no officer, director, or employee of Company or any Subsidiary is bound by any Contract that purports to limit the ability of such Person to (A) attached heretoengage in or continue any conduct, activity, or practice relating to the business of Company, or (B) assign to Company or any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Schedule 3.16(c), each Contract listed or required to be listed in Schedule 3.16(a) is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Schedule 3.16(d): (i) Stronghold is, each of Company and each Subsidiary is and has been, been in material full compliance with all applicable terms and requirements of each Contract under which such company has listed or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; required to be listed in Schedule 3.16(a); (ii) each other person party to each Contract listed or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights required to be listed in Schedule 3.16(a) is, and has beento Company’s Knowledge, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold Company or a Subsidiary or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable ContractContract listed or required to be listed in Schedule 3.16(a); and and (iv) Stronghold neither Company nor a Subsidiary has not been given to or received from any other person or entity Person, at any time since June 30, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is validlisted or required to be listed in Schedule 3.16(a), except for notices of violations, breaches or defaults, the results of which would not result in full force, and binding on and enforceable against the ability for the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed Contract to exercise a right or remedy that could have a material adverse effect on Schedule 4(tCompany or any Subsidiary. (e) attached heretoTo Company’s Knowledge, there are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Company or any Subsidiary or with respect to the business of Stronghold Company or a Subsidiary under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold Company and the Subsidiaries have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) Company is not a party to any Contract with any other Person, nor involved in any discussions or other relations with any other Person, that could give rise to any liability on the part of Parent to such other Person by reason of Company considering, entering into, consummating or performing the Contemplated Transactions or any portion thereof.

Contracts; No Defaults. Schedule 4(t5.15.1. Except as set forth in SCHEDULE 5.15.1 or as disclosed in this Agreement, no Acquired Company is a party to or bound by: (a) attached hereto contains a complete and accurate list, and Stronghold has made available to any Contract for the Purchaser true and complete copies, of: purchase or sale of Real Property; (ib) each Applicable any Contract (or group of related or similar Contracts) that involves the future performance of services or delivery of goods or materials of an amount by one or more Acquired Companies with a fair market value in excess of $25,000; 50,000 to any one Person (iiexcept (i) each Applicable any Contract that was not entered into in the ordinary course Ordinary Course of business Business for the sale of goods or materials by the Acquired Company at market prices that is not cancelable represented solely by Stronghold a customer purchase order, an acknowledgment from the Acquired Company, or such other form documents as are ordinarily used to memorialize such a subsidiary of Stronghold with no penalty upon advance notice of transaction or (ii) those Contracts that may be cancelled by the relevant Acquired Company within 30 days without significant penalty, payment or less and other expense or other significant impact on such Acquired Company); (c) any Contract that involves expenditures is an output, requirements or receipts exclusive dealings contract (as such terms are used in Article 2 of Stronghold the Uniform Commercial Code); (d) any Contract that requires or commits any Acquired Company to purchase services, goods, materials or inventory from any Person with a fair market value in excess of $25,000; 50,000 (iii) each leaseexcept any Contract entered into in the Ordinary Course of Business for the purchase of services, rental goods, materials or occupancy agreementinventory by the Acquired Company at market prices that is represented solely by a purchase order, license, installment and conditional sale agreement, and other Applicable Contract affecting an acknowledgement from the ownership of, leasing of, title to, use ofAcquired Company, or such other form documents as are ordinarily used to memorialize such a transaction); (e) any leasehold Guaranty or similar undertaking of the obligations of customers, suppliers, officers, directors, employees, Seller, Affiliates of Seller or others; (f) any collective bargaining or other interest in, agreement with any real or personal property labor union; (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year); (ivg) each any joint venture, partnership, and partnership or other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by Stronghold any Acquired Company with any other person or entity; Person; (vh) each Applicable any Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing Acquired Company or limit the freedom of Stronghold or any affiliate of the foregoing Acquired Company to engage in any line of business or to compete with any person or entity; Person; (vii) each employment or consulting agreement of Stronghold; (vii) each Applicable any Contract providing for payments to or by any person or entity Person based on sales, purchases, purchases or profits, other than (x) direct payments for goods; goods and (viiiy) each power of attorney executed by Stronghold that is currently effective and outstanding; (ix) each Applicable Contract Contracts entered into other than in the ordinary course Ordinary Course of business Business with employees and other sales personnel paying commissions or bonuses; (j) any Contract which provides for, or relates to, the incurrence by an Acquired Company of Indebtedness; (k) any Contract that contains was not entered into in the Ordinary Course of Business or provides that was entered into at a price or prices materially in excess of, or materially lower than, those currently available; (l) any employment Contract regarding employees performing services for an express undertaking by Stronghold the Business which is not terminable without significant penalty, payment or other expense or other significant impact on the relevant Acquired Company, at any time after the Closing (except for amounts earned or accrued prior to be responsible for consequential damages; termination); (xm) each Applicable any Contract that involves any agreement or commitment for capital expenditures in excess of $25,000; 250,000 for a single project (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by Stronghold other than it being warranted that the commitments for all undisclosed Contracts for such projects do not exceed $500,000 in the ordinary course aggregate); (n) any sale and leaseback arrangements and installment purchase arrangements; (o) any management or operating agreements; (p) any Contracts containing in any case a specific clause or affected by a Legal Requirement giving any Person a party to such Contract the right to renegotiate or require a reduction or increase in prices or the repayment of businessany amount previously paid; and (xiiq) each amendmentany agreement that restricts the maintenance or incurrence of Indebtedness, supplement, the sale or lease of property or distributions or transfers to shareholders (by dividend or otherwise); (r) any other Contract that materially and modification (whether oral adversely affects the ownership or written) in respect leasing of any of the foregoing. Except as set forth in Schedule 4(t) attached hereto, (i) Stronghold is, and has been, in material compliance with all applicable terms and requirements of each Contract under which such company has Assets or had any obligation maintenance or liability or by which such company or service agreements relating to any of the assets owned or used by such company is or was boundAssets; (iis) each other person or entity that has or had any obligation or liability under any Contract under that involves an account receivable or note receivable of more than $100,000; and (t) any other Contract which Stronghold is material to the Acquired Companies, as a whole. 5.15.2. Seller has furnished or had any rights ismade available to Buyer complete and correct copies of the Contracts listed in SCHEDULES 5.11.2, and has been5.12, 5.13.2 AND 5.15.1, as in material compliance with all applicable terms and requirements effect on the date of such Contract; (iii) this Agreement. Neither the Acquired Companies nor, to the Knowledge of StrongholdSeller, any other party thereto, is in default under any Contract. Each Contract (i) constitutes a valid and binding obligation of the Acquired Company party thereto and, to the Knowledge of Seller, of each other party thereto; and (ii) is in full force and effect as to the Acquired Company party thereto, and, to the Knowledge of Seller, as to each other party thereto. Except as separately identified on SCHEDULE 5.15.2, no notice to, filing or registration with, or Consent of, any Person is needed in order that the Contracts set forth on SCHEDULES 5.11.2, 5.12, 5.13.2 AND 5.15.1 continue in full force and effect (without breach by the Acquired Companies of, or giving any contractual party a right to terminate or modify such Contract or require the payment of any penalty or other amount in respect of such Contract as a result of the consummation of the Contemplated Transactions) following the consummation of the Contemplated Transactions. No event has occurred or, to the Knowledge of Seller, fact or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, of or give Stronghold any Acquired Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract. 5.15.3. Except as set forth in SCHEDULE 5.15.3: (a) neither Seller nor any Related Person of Seller (excluding any of the Acquired Companies) has any rights or obligations under any Contract with an Acquired Company or that relates to the Business of, or any of the Assets owned or used by, an Acquired Company; and (ivb) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of StrongholdSeller, no officer, director, agent, or employee of an Acquired Company is bound by any Contract that purports to limit the ability of such person officer, director, agent or entity has made written demand for such renegotiation. The Contracts employee, to (i) engage in or continue any conduct, activity, or practice relating to the sale, designBusiness of the Acquired Company, or provision of products (ii) assign to an Acquired Company or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with to any other person or entityPerson any rights to any invention, improvement, or any consideration having been paid or promised, that is or would be discovery in violation of any Legal Requirementconnection with the Business.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.20(a) contains a an accurate and complete and accurate list, and Stronghold Seller has made available delivered to Buyer (or attached to the Purchaser true Disclosure Schedule as required herein) accurate and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Applicable Seller Contract that involves performance of services or delivery of goods or materials by or to Seller of an amount or value in excess of twenty-five thousand ($25,000) dollars; (iiiii) each Applicable Seller Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold Seller in excess of ten ($25,00010,000) dollars; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000 25,000) dollars and with terms a term of less than one year); (ivv) each joint ventureSeller Contract with any labor union or other employee representative of a group of employees relating to wages, partnership, hours and other Applicable conditions of employment; (vi) each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by Stronghold Seller with any other person or entityPerson; (vvii) each Applicable Seller Contract containing covenants that in any way purport to restrict the business Business activity of Stronghold or any affiliate of the foregoing or limit the freedom of Stronghold or any affiliate of the foregoing Seller to engage in any line of business or to compete with any person or entityPerson; (viviii) each employment or consulting agreement of Stronghold; (vii) each Applicable Seller Contract providing for payments to or by any person or entity Person based on sales, purchases, purchases or profits, other than direct payments for goods; (viiiix) each power of attorney executed by Stronghold of Seller that is currently effective and outstanding; (ixx) each Applicable Seller Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold Seller to be responsible for consequential damages; (xxi) each Applicable Seller Contract for capital expenditures in excess of twenty thousand ($25,00020,000) dollars; (xixii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty, and guaranty and/or other similar undertaking with respect to contractual performance extended by Stronghold Seller other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(tPart 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) attached hereto, Except as set forth in Part 3.20(c): (i) Stronghold each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in material compliance with all applicable terms and requirements of each Seller Contract under which such company has or had is being assumed by Buyer except where any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other person or entity Person that has or had any obligation or liability under any Seller Contract under which Stronghold has or had any rights is being assigned to Buyer is, and at all times since December 31, 1999, has been, in material compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of StrongholdSeller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in constitutes a material violation or breach Breach of, or give Stronghold Seller or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Contract; and Seller Contract that is being assigned to or assumed by Buyer; (iv) Stronghold to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not been given to or received from any other person or entity Person, at any time since December 31, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any Contract. Each Applicable Contract which is valid, in full force, and binding on and enforceable against the other party being assigned to or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(tassumed by Buyer. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold Seller under current or completed Seller Contracts with any person Person having the contractual or entity and, statutory right to the Knowledge of Stronghold, demand or require such renegotiation and no such person or entity Person has made written demand for such renegotiation. The Contracts . (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Stronghold have Seller has been entered into in the ordinary course Ordinary Course of business Business and have has been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold has made available Sellers have delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000;100,000. (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000: (iii) each current Insurance Policy; (iv) each Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,00010,000; (iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 10,000, and with terms having an aggregate value of all items having a value per item of less than one year$10,000 items not exceeding $50,000.00); (ivvi) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (viii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vix) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing Company or limit the freedom of Stronghold or any affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vix) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiixi) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxii) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxiii) each Applicable Contract for capital expenditures in excess of $25,00010,000; (xixiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Except as set , except for change orders which will have no material adverse effect to the Company;. (b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth in Schedule 4(t) attached hereto, (i) Stronghold is, and has been, in material compliance with all applicable terms and requirements the total amount of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, contract and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except certain information as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into reflected in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementcaptions thereto.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold has made available to the Purchaser true and complete copies, list of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials of by one or more Acquired Companies with an amount or value annualized run rate in excess of $25,0005,000,000 as of September 30, 1997; (ii) each Applicable Contract that requires performance of services or delivery of goods or materials to one or more Acquired Companies with an annualized run rate in excess of $1,000,000 as of September 30, 1997; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold one or more Acquired Companies in excess of $25,00050,000; (iiiv) each leaselicensing agreement or other Applicable Contract with respect to patents, rental trademarks, copyrights, or occupancy agreementother intellectual property, licenseincluding agreements with current or former employees, installment and conditional sale agreementconsultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Intangibles; (vi) each collective bargaining agreement and other Applicable Contract affecting the ownership of, leasing of, title to, use of, to or with any leasehold labor union or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having employee representative of a value per item or aggregate payments group of less than $25,000 and with terms of less than one year)employees; (ivvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold any Acquired Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict limit the business activity freedom of Stronghold any Acquired Company or any affiliate of the foregoing or limit the freedom of Stronghold or any affiliate of the foregoing an Acquired Company to engage in any line of business or to compete with any person or entityPerson that materially impairs the business of the Company as presently conducted; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goodsgoods with a future commitment greater than $100,000; (viii) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold any Acquired Company to be responsible for consequential damagesdamages with respect to which there is a reasonable possibility of damages in excess of $100,000; (xxi) each Applicable Contract for future capital expenditures in excess of $25,000100,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold any Acquired Company other than in the ordinary course Ordinary Course of business; andBusiness; (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Except as set forth . (b) Each contract identified or required to be identified in Schedule 4(tPart 3.14(a) attached hereto, of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (i) Stronghold is, and has been, each Acquired Company is in material compliance with all applicable the terms and requirements of each Contract contract under which such company Acquired Company has or had any obligation or liability or by which such company Acquired Company or any of the assets owned or used by such company Acquired Company is or was bound; ; (ii) to Seller's Knowledge, each other person or entity Person that has or had any obligation or liability under any Contract contract under which Stronghold an Acquired Company has or had any rights is, and has been, is in material compliance with all applicable the terms and requirements of such Contractcontract; and (iii) no Acquired Company has given to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity Person, at any time from December 31, 1996, any written notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract contract. (d) Except with respect to contracts with respect to which there is valid, in full force, and binding a reserve on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached heretoClosing Date Balance Sheet, there are no renegotiation pending renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold Acquired Company under current or completed Contracts contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementPerson.

Contracts; No Defaults. (a) Schedule 4(t) attached hereto 2.9 contains a complete and accurate listlisting of all Contracts described in clauses (i)-(xvii) below to which, as of the date hereof, Agencourt or any of its Subsidiaries is a party or by which any of their material assets may be bound (the “Agencourt Material Contracts”). True, correct and Stronghold has complete copies of contracts referred to in clauses (i)-(xvi) below have been delivered to or made available to the Purchaser true and complete copies, of:Acquiror or its agents or representatives. (i) Each Contract which involves performance of services or delivery of goods or materials by Agencourt or any of its Subsidiaries of an amount or value in excess of $25,000 and each Applicable Contract that involves performance of services or delivery of goods or materials to Agencourt or any of its Subsidiaries of an amount or value in excess of $25,000; (ii) each Applicable Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract that was not entered into in the ordinary course of business for money borrowed, including any agreement or is not cancelable by Stronghold commitment for future loans, credit or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold financing in excess of $25,000; (iii) each Each Contract not in the ordinary course of business involving expenditures or receipts of Agencourt or any of its Subsidiaries in excess of $25,000; (iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or involving aggregate payments in excess of less than $25,000 and with terms of less than one year)25,000; (ivv) each Each licensing agreement or other Contract in excess of $10,000 with respect to Intellectual Property, including agreements with other Persons and agreements with current or former employees, consultants or contractors regarding the acquisition, appropriation, ownership, disposition or nondisclosure of Intellectual Property; (vi) Each joint ventureventure Contract, partnershippartnership agreement, and limited liability company agreement or any other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by Stronghold Agencourt or its Subsidiaries with any other person or entityPerson; (vvii) each Applicable Any written warranty or guaranty of the obligations of Persons other than Agencourt or its Subsidiaries or other similar undertaking with respect to contractual performance extended by Agencourt or any of its Subsidiaries other than in the ordinary course of business consistent with past practice; (viii) Any Contract between or among Agencourt and any Affiliate of Agencourt; (ix) Any Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing or limit the freedom or business activities of Stronghold Agencourt or any affiliate of the foregoing its Subsidiaries to engage in any line of business or to compete with any person Person and any Contract to which any officer, or entityto the Knowledge of Agencourt, any director, employee or agent, of Agencourt or any of its Subsidiaries is subject that would prohibit such Person from engaging in or continuing any conduct, activity, or practice relating to the business of Agencourt or its Subsidiaries; (vix) each Any employment or consulting agreement of StrongholdContracts; (viixi) each Applicable Contract Any Contracts providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiixii) each Each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxiii) each Applicable Any collective bargaining agreements with any labor unions or associations representing employees of Agencourt or any of its Subsidiaries; (xiv) Any Contract with any Governmental Authority other than customer contracts entered into other than in the ordinary course of business consistent with past practice; (xv) Each Contract entered into that contains or provides for an express undertaking by Stronghold Agencourt or any of its subsidiaries to be responsible for indirect, or special or consequential damages; (xxvi) each Applicable Each Contract for requiring capital expenditures after the date hereof in an amount in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course of business; and (xiixvii) each Each amendment, supplement, supplement and modification (whether oral or writtenin writing) in respect of any of the foregoing. (b) Except as set forth on Schedule 2.9, all the Agencourt Material Contracts, as of the date hereof (i) are in full force and effect and (ii) represent the legal, valid and binding obligations of Agencourt or any Subsidiary party thereto and, to the Knowledge of Agencourt, represent the legal, valid and binding obligations of the other parties thereto. Except as set forth in on Schedule 4(t) attached hereto2.9, (i) Stronghold is, and has been, in material compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of StrongholdAgencourt, no condition or circumstances exists or event has occurred or circumstance exists that (which, with or without notice or lapse of time) may time or both, would contravene, conflict with, or result in a material violation or breach of, of such Agencourt Material Contract or would give Stronghold Agencourt or its Subsidiary or the other person or entity party to the contract the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, of or to cancel, terminate, or modify, exercise any Applicable Contract; and remedy under such Agencourt Material Contracts. (ivc) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed set forth on Schedule 4(t) attached hereto2.9, other than in the ordinary course of business consistent with past practice, there are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Agencourt or any of Stronghold its Subsidiaries under current or completed Contracts with any person or entity and, Person and to the Knowledge of Stronghold, Agencourt no such person or entity Person has made written a demand for such renegotiation. . (d) The Contracts relating related to the sale, design, delivery of goods or provision the performance of products or services by Stronghold have been were all 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 entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementfederal, state, local, foreign or other statute, law, ordinance or other legal requirement.

Contracts; No Defaults. (a) Schedule 4(t) attached hereto 3.14 contains a complete and accurate list, and Stronghold has made available to the Purchaser true and complete copies, list of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by Target of an amount or value in excess of $25,00010,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to Target of an amount or value in excess of $10,000; (iii) each Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold Target in excess of $25,00010,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 10,000 and with terms of less than one year); (ivv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold Target with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold Target or any affiliate Affiliate of the foregoing Target or limit the freedom of Stronghold Target or any affiliate Affiliate of the foregoing Target to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold Target to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,00010,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold Target other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.14 sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts and the amount of the remaining commitment of the Target under the Contracts. (b) Except as set forth in Schedule 4(t) attached hereto, 3.14: (i) Stronghold no manager or member of the Target (and no Related Person of the foregoing) has nor may it acquire any rights under, any Contract that relates to the business of, or any of the assets owned or used by, Target; and (ii) no manager, agent, employee, consultant, or contractor of Target is bound by any Contract that purports to limit the ability of such manager, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of Target, or (B) assign to Target or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Schedule 3.14, each Contract identified or required to be identified in Schedule 3.16 is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Schedule 3.14: (i) Target is, and at all times since inception has been, in material full compliance with all applicable terms and requirements of each Contract under which such company Target has or had any obligation or liability or by which such company Target or any of the assets owned or used by such company Target is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold Target has or had any rights is, and at all times since inception has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold Target or any other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold Target has not been given to or received from any other person or entity Person, at any time since inception, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold Target under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.14 of the Disclosure Letter contains a complete and accurate list, and Stronghold has made available Sellers have delivered to the Purchaser Biomune true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by or for Rockwood of an amount or value in excess of $25,000100,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to Rockwood of an amount or value in excess of $100,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold Rockwood in excess of $25,000100,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 100,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold Rockwood with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold Rockwood or any affiliate Affiliate of the foregoing Rockwood or limit the freedom of Stronghold Rockwood or any affiliate Affiliate of the foregoing Rockwood to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold of Rockwood that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold Rockwood to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures expenditures, by Rockwood in excess of $25,000100,000; (xixiii) each written warranty, guaranty, and /or other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course of businessRockwood; and (xiixiv) each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(tthe Disclosure Letter, no officer, director, or to the Knowledge of Sellers, any agent, critical employee, consultant, or Representative of Rockwood is bound by any Contract that purports to limit the ability of such officer, director, agent, critical employee, consultant, or Representative to (A) attached heretoengage in or continue any conduct, activity, or practice relating to the Business of Rockwood, or (B) assign to Rockwood or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in the Disclosure Letter, to the Knowledge of Sellers, each Applicable Contract identified in Part 3.14 of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in the Disclosure Letter: (i) Stronghold Rockwood is, and at all times since September 30, 1996 has been, in material compliance with all applicable material terms and requirements of each Applicable Contract under which such company Rockwood has or has had any material obligation or liability or by which such company Rockwood or any of the assets owned or used by such company is or was Rockwood are bound; ; (ii) to the Knowledge of Sellers, each other person or entity Person that has or had any obligation or liability under any Applicable Contract under which Stronghold Rockwood has or has had any rights is, and has been, is in material compliance with all applicable material terms and requirements of such Applicable Contract; ; (iii) to the Knowledge of StrongholdSellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold Rockwood or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold Rockwood has not been given to or received from any other person or entity Person, at any time since December 31, 1996 any written notice or or, to the Knowledge of Sellers, other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material Material amounts paid or payable to any of Stronghold Rockwood under current or completed Applicable Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. . (f) The Applicable Contracts relating to the sale, design, sale or provision of products or services by Stronghold Rockwood have been entered into in the ordinary course Ordinary Course of business and Business and, to the Knowledge of Sellers, have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in material violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 4(t3.11(a) attached hereto of the ANI Disclosure Letter contains a complete and accurate list, and Stronghold ANI has made available delivered to the Purchaser Everest true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,000150,000; (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold one or more Acquired Companies in excess of $25,000150,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale sales agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 150,000 and with terms of less than one year); (iv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (v) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold any Acquired Company with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing an Acquired Company or limit the freedom of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing an Acquired Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profitsprofits in excess of $150,000, other than direct payments made to or from NFLI's distributors in the Ordinary Course of Business and for payments for goodsgoods from customers in the Ordinary Course of Business; (viiiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold any Acquired Company to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures in excess of $25,000150,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold any Acquired Company other than in the ordinary course Ordinary Course of businessBusiness of an amount or value in excess of $150,000; and (xiixiii) each material amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(t3.11(b) attached hereto, of the ANI Disclosure Letter: (i) Stronghold isneither ANI (and no Related Person of ANI) has or may acquire any rights under, and ANI has been, in material compliance with all applicable terms and requirements of each Contract under which such company has not or had may not become subject to any obligation or liability or by which such company under, any Contract that relates to the business of, or any of the assets owned or used by such company is or was boundby, any Acquired Company; and (ii) each other person to ANI's Knowledge, no officer, director, agent, employee, consultant, or entity that has or had contractor of any obligation or liability under Acquired Company is bound by any Contract under which Stronghold has that purports to limit the ability of such officer, director, agent, employee, consultant, or had contractor to: (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company; or (B) assign to any Acquired Company or to any other Person any rights isto any invention, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict withimprovement, or result discovery. (c) Except as set forth in a material violation or breach of, or give Stronghold or Schedule 3.11(c) of the ANI Disclosure Letter: (i) no Acquired Company has received any notice from any other person or entity party to any Contract identified in Schedule 3.11(a) of the right ANI Disclosure Letter that such third party intends to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modifynot renew, any Applicable such Contract; and ; (ivii) Stronghold has not been given no Acquired Company is in violation of or received from in default under (nor does there exist any other person condition which upon passage of time or entity any the giving of notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential both would cause such a violation or breach of, of or default under) any Contract identified in Schedule 3.11(a) of the ANI Disclosure Letter, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party except for violations or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold defaults that would not have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementa Material Adverse Effect.

Contracts; No Defaults. A. SCHEDULE 3.17(A) of the Company Disclosure Schedule 4(t) attached hereto contains a complete and accurate listlist (other than Customer License Agreements which are disclosed in Section 3.22.), and Stronghold the Company has made available delivered to the Purchaser Merger Sub and Parent true and complete copies, of: (i) each Applicable Each Contract that involves performance of services or delivery of goods or materials by the Company or the Subsidiary of an amount or value in excess of Twenty-Five Thousand and No/100 Dollars ($25,00025,000.00); (ii) Each Contract that involves performance of services or delivery of goods or materials to the Company or the Subsidiary of an amount or value in excess of Twenty-Five Thousand and No/100 Dollars ($25,000.00); (iii) Except for customer Contracts and inventory and equipment purchase orders incurred in the Ordinary Course of Business, each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company or the Subsidiary in excess of Twenty-Five Thousand and No/100 Dollars ($25,00025,000.00); (iiiiv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than Twenty-Five Thousand and No/100 Dollars ($25,000 25,000.00) and with terms of less than one (1) year)) of the Company or the Subsidiary; (ivv) each Each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees relating to the Company or the Subsidiary; (vi) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company or the Subsidiary with any other person or entityPerson; (vvii) each Applicable Each Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate of the foregoing Subsidiary or limit the freedom of Stronghold the Company or any affiliate of the foregoing Subsidiary to engage in any line of business or to compete with any person or entityPerson; (viviii) each employment Each Contract (relating to the Company or consulting agreement of Stronghold; (viithe Subsidiary) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each Each power of attorney executed by Stronghold relating to the Company or the Subsidiary that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Each Contract relating to the Company or the Subsidiary for capital expenditures in excess of Twenty-Five Thousand and No/100 Dollars ($25,00025,000.00); (xi) each Each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company or the Subsidiary other than in the ordinary course Ordinary Course of businessBusiness; and (xii) each Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . B. Except as set forth in Schedule 4(tSCHEDULE 3.17(B) attached heretoof the Company Disclosure Schedule, to the Knowledge of the Company, no officer, director, or employee of the Company or the Subsidiary is bound by any Contract that purports to limit the ability of such officer, director or employee to (i) Stronghold isengage in or continue any conduct, activity, or practice relating to the business of the Company or any Subsidiary, as currently conducted or (ii) assign to the Company or any Subsidiary any rights to any invention, improvement, or discovery relating to the business of the Company or any Subsidiary. C. Except as set forth in SCHEDULE 3.17(C) of the Company Disclosure Schedule, each Contract identified or required to be identified in SCHEDULE 3.17(A) of the Company Disclosure Schedule is in full force and has beeneffect, except as to matters or default which in material the aggregate would not have a Company Material Adverse Effect. D. Except as set forth in SCHEDULE 3.17(D) of the Company Disclosure Schedule: (i) The Company and each Subsidiary is in full compliance with all applicable material terms and requirements of each Contract under which Company or such company Subsidiary has or had any obligation or liability or by which Company or such company Subsidiary or any of the assets owned or used by Company or such company Subsidiary is or was bound; , except where the failure to comply with such terms and requirements would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and has been, is in material full compliance with all applicable material terms and requirements of such Contract; ; (iii) to To the Knowledge of Strongholdthe Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable material Contract, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and and (iv) Stronghold Neither the Company nor any Subsidiary has not been given to or received from any other person or entity Person, at any time since March 31, 1999, any written notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any material Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there . E. There are no renegotiation of, renegotiations of or attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company or any of Stronghold Subsidiary under current or completed Contracts with any person or entity and, to Person and the Knowledge of Stronghold, no such person or entity Company has made not received any written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 4(t3.11(a) attached hereto contains of the Disclosure Schedules sets forth a complete and accurate list, and Stronghold the Company has made available to the Purchaser Parent true and complete copies, ofof all executory Contracts of the Company in the following categories: (i) each Applicable Contract Contracts that involves involve performance of services or delivery of goods or materials by the Company during any twelve (12) month period of an amount or value value, individually or, for a series of related Contracts, in the aggregate, in excess of Five Thousand Dollars ($25,0005,000); (ii) each Applicable Contract Contracts that was were not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold in excess of $25,000Business; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, Leases (including Leases of Tangible Personal Property) of the Company and other Applicable Contract Contracts, in each case, affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments payments, in each case, of less than Five Thousand Dollars ($25,000 5,000) and with terms of less than one year); (iv) each joint ventureLicensing agreements of the Company, partnershipif any, and other Applicable Contract Contracts, in each case, with respect to patents, trademarks, copyrights or other Intellectual Property as well as the forms of all agreements with current or former employees, consultants or contractors regarding the appropriation of, or the non-disclosure of, any of the Intellectual Property set forth on Schedule 3.10(a) of the Disclosure Schedules; (v) collective bargaining agreements of the Company and other Contracts, in each case, to or with any labor union or other employee representative of a group of employees and each other written employment or consulting agreement with any employees or consultants; (vi) joint ventures or partnerships (however named) of the Company and other Contracts, in each case, involving a sharing of profits, losses, costs, costs or liabilities by Stronghold the Company with any other person or entityPerson; (vvii) each Applicable Contract Contracts containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing Company or limit the freedom of Stronghold or any affiliate of the foregoing Company to engage in any line of business or to compete with any person Person or entitythat subjects the Company to confidentiality or non-disclosure obligations; (viviii) each employment or consulting agreement of Stronghold; (vii) each Applicable Contract Contracts providing for payments to or by any person or entity Person based on sales, purchases, purchases or profits, other than direct payments for goods; (viiiix) each power powers of attorney executed granted by Stronghold or to the Company that is are currently effective and outstanding; (ixx) each Applicable Contract Contracts entered into other than in the ordinary course Ordinary Course of business Business that contains contain or provides provide for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxi) each Applicable Contract Contracts for capital expenditures relating to the Business in excess of Five Thousand Dollars ($25,0005,000) individually or Ten Thousand Dollars ($10,000) in the aggregate; (xixii) each written warrantyContracts which, guarantyto the Knowledge of the Company, will result in a material loss to the Company; (xiii) Contracts between the Company and any of its former or current stockholders or shareholders, directors, officers and employees (other than standard employment agreements previously furnished to or approved by Parent and other than option and warrant agreements with the Company’s officers, directors and employees); (xiv) written warranties, guaranties, and/or other similar undertaking undertakings with respect to contractual performance extended by Stronghold the Company, other than in the ordinary course Ordinary Course of businessBusiness; and (xiixv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Except as set forth in Schedule 4(t. (b) attached heretoTo the Knowledge of the Company, no officer, director, agent, employee, consultant or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant or contractor to (i) Stronghold engage in or continue any conduct, activity or practice relating to the Business or (ii) assign to the Company or to any other Person any rights to any invention, improvement or discovery. (c) To the Knowledge of the Company, each Contract set forth on Schedule 3.11(a) of the Disclosure Schedules is in full force and effect and is valid and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (d) To the Knowledge of the Company: (i) the Company is, and at all times has been, in material compliance with all applicable material terms and requirements of each Contract set forth on Schedule 3.11(a) of the Disclosure Schedules under which such company the Company has or had any obligation or liability Liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability Liability under any Contract set forth on Schedule 3.11(a) of the Disclosure Schedules under which Stronghold the Company has or had any rights is, and has been, in material compliance with all applicable material terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or any other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable ContractContract set forth on Schedule 3.11(a) of the Disclosure Schedules; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, any written or, to the Knowledge of the Company, other notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed set forth on Schedule 4(t3.11(a) attached hereto, there of the Disclosure Schedules. (e) There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts Contracts, as applicable, with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. The . (f) Contracts relating to the sale, design, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementLaws. (g) The Company has no reason to believe that the products and services called for by any unfinished Contract cannot be supplied in accordance with the terms of such Contract, including time specifications, and has no reason to believe that any unfinished Contract will upon performance by the Company result in a loss to the Company. (h) All of the Contracts set forth on Schedule 3.11(a) of the Disclosure Schedules are assignable to the Surviving Corporation without the consent of any other Person, except as specifically noted on Schedule 3.5 of the Disclosure Schedules.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.16(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold the Company has made available delivered to the Purchaser Barnabus true and complete copies, of: (i) each Applicable Contract (other than insurance policies procured for clients and customers) that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,00010,000; (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,00010,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property of the Company (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 5,000 and with terms of less than one year); (iv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (v) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold or any affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (viviii) each agreement defining the terms and conditions of employment or consulting agreement for any employee of Strongholdthe Company; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,0005,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (b) Except as set forth in Schedule 4(tPart 3.16(b) attached hereto, of the Disclosure Letter: (i) Stronghold none of the Sellers (and no Related Person of any Seller) has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) To the Knowledge of the Company and the Principal Seller, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) To the Knowledge of the Company and the Principal Seller and except as set forth in Part 3.16(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.16(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) To the Knowledge of the Company and the Principal Seller and except as set forth in Part 3.16(d) of the Disclosure Letter: (i) the Company is, and has been, in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company Company or any of the assets owned or used by such company the Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSellers and the Company, no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.15(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold has made available the Company have delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Business of an amount or value in excess of $25,0005,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Business of an amount or value in excess of $5,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Business in excess of $25,0005,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 5,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing Business or limit the freedom of Stronghold or any affiliate of the foregoing Business to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Business to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,0005,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(tPart 3.15(b) attached heretoof the Disclosure Letter, each Contract identified or required to be identified in Part 3.15(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Part 3.15(c) of the Disclosure Letter: (i) Stronghold the Company is, and at all times has been, in material compliance with all applicable terms and requirements of each Contract under which such company it has or had any obligation or liability or by which such company it or any of the assets owned or used by such company it is or was bound; , and any material non-compliance has been cured; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and at all times has been, in material compliance with all applicable terms and requirements of such Contract; , and any previous non-compliance has been cured; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, at any time, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (d) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity Person and, to the Knowledge of Strongholdthe Company, no such person or entity Person has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold has made available Sellers have delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not entered into in the ordinary course involves performance of business services or is not cancelable by Stronghold delivery of goods or a subsidiary materials to one or more Acquired Companies of Stronghold with no penalty upon advance notice of 30 days an amount or less and that involves expenditures or receipts of Stronghold value in excess of $25,000; (iii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one or more Acquired Companies in excess of $25,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 10,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold any Acquired Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing an Acquired Company or limit the freedom of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing an Acquired Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold any Acquired Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,00010,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold any Acquired Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located. (b) Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Letter: (i) Stronghold neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) [to the Knowledge of Sellers and the Acquired Companies,] no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times since January 1, 2000, has been, in material full compliance with all applicable terms and requirements of each Contract under which such company Acquired Company has or had any obligation or liability or by which such company Acquired Company or any of the assets owned or used by such company Acquired Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold an Acquired Company has or had any rights is, and at all times since January 1, 2000 has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold any Acquired Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold no Acquired Company has not been given to or received from any other person or entity Person, at any time since December 31, 2005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold Acquired Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSellers and the Company, , no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Acquired Companies have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold Seller has made available delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,00050,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies of an amount or value in excess of $50,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold one or more Acquired Companies in excess of $25,00050,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 50,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold any Acquired Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing an Acquired Company or limit the freedom of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing an Acquired Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold any Acquired Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,00050,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold any Acquired Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies’ office where details relating to the Contracts are located. (b) Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Letter: (i) Stronghold neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) to Seller’s Knowledge no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, to Seller’s Knowledge each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times since January 1, 2005 has been, in material full compliance with all applicable terms and requirements of each Contract under which such company Acquired Company has or had any obligation or liability or by which such company Acquired Company or any of the assets owned or used by such company Acquired Company is or was bound; , except where the failure to be in compliance would not have a material adverse effect on the operation or assets of the Company; (ii) to Seller’s Knowledge each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold an Acquired Company has or had any rights is, and at all times since January 1, 2005 has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of StrongholdSeller’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold any Acquired Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold no Acquired Company has not been given to or received from any other person or entity Person, at any time since January 1, 2005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold Acquired Company under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Acquired Companies have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 3.16(a) of the Disclosure Schedule 4(t) attached hereto contains a complete and accurate list, and Stronghold Seller has made available delivered to the Purchaser TKOG true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,00050,000 or that is a master agreement for the performance of services or delivery of goods or materials by the Company from time to time over an indefinite period of time; (ii) each Applicable Contract that was not entered into in involves performance of services or delivery of goods or materials to the ordinary course Company of business an amount or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold value in excess of $25,00050,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments with unfulfilled obligations in excess of less than $25,000 and with terms of less than one year)50,000; (iv) each lease agreement with respect to the vehicles used by the Company in the conduct of its business; (v) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, trade secrets or other intellectual property, including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any intellectual property; (vi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person Person or entityrequiring the Company to make any capital contribution; (vviii) each Applicable Contract containing covenants a covenant that in any way purport purports to restrict the business activity of Stronghold the Company or any affiliate of the foregoing Seller or limit limits the freedom of Stronghold the Company or any affiliate of the foregoing Seller to engage in any line of business or to compete with any person Person or entityhire any Person or containing any change of control provision; (viix) each employment or consulting agreement of Strongholdagreement; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding;; and (ixxi) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000;. (xib) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Except as set forth in Section 3.16(b) of the Disclosure Schedule, Seller has not or may not acquire any rights under, and Seller has not or may not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company. (c) Except as set forth in Section 3.16(c) of the Disclosure Schedule, each Contract identified or required to be identified in Section 3.16(a) of the Disclosure Schedule 4(tis in full force and effect and is valid and enforceable against the Company and, to Seller's Knowledge, against the other parties thereto, in accordance with its terms, subject to limitations imposed by bankruptcy, insolvency, reorganization or other laws affecting the rights of creditors generally and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The Company is not aware, and has not been informed, of any bankruptcy proceedings pending which would affect the enforceability of the Contracts. (d) attached hereto, Except for the limitations set forth in Section 3.16(c) above and except as set forth in Section 3.16(d) of the Disclosure Schedule: (i) Stronghold is, and has been, the Company is in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; ; (ii) to Seller's Knowledge, each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and has been, is in material full compliance with all applicable terms and requirements of such Contract; and (iii) to the Knowledge of Stronghold, no event has occurred or and, to Seller's Knowledge, no circumstance exists that (with or without notice or lapse of timetime or both) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, of any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Schedule 4(t) attached hereto contains a complete and accurate list, and Stronghold has made available Sellers have delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,00010,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,00010,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 10,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non- disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,0002,500; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Schedule: (i) Stronghold neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Schedule, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Schedule: (i) the Company is, and at all times since January 1, 1991 has been, in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company it is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and at all times since January 1, 1991 has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, at any time since January 1, 1991, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 4(t3.17(a) attached hereto contains a complete and accurate list, and Stronghold Seller has made available to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,00010,000 which were not purchase orders received in the Ordinary Course of Business; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000 which were not purchase orders placed in the Ordinary Course of Business; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,00010,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 10,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets that is used in and is material to the business of the Company; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goodsgoods in excess of $10,000.00; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,00010,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) written in respect of any of the foregoing. Schedule 3.17(a) sets forth a schedule of such Contracts. (b) To Seller's Knowledge, except as set forth in Schedule 3.17(b): (i) Neither Seller nor any Related Person of Seller has or may acquire any rights under, and neither Seller nor any Related Person of Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) to the Knowledge of Seller, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Schedule 4(t3.17(c), to the Knowledge of Seller, each Contract identified or required to be identified in Schedule 3.17(a) attached heretois in full force and effect and is valid and enforceable in accordance with its terms except as may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditor's rights or by the principles governing the availability of equitable remedies. (d) Except as set forth in Schedule 3.17(d) to the Knowledge of Seller: (i) Stronghold the Company is, and at all times has been, in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and at all times has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable ContractContract for amounts in excess of $10,000; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person at any time any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential material violation or breach of, or default under, any Contract. Each Applicable Contract is valid. (e) To the Knowledge of Seller, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except except as disclosed set forth on Schedule 4(t3.17(e) attached hereto, there are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSeller, no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Notwithstanding the representations and warranties made in this Section 3.17, no error or omission shall be deemed a breach hereunder if such error or omission can be cured or remedied without substantial liability to Buyer.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.20(a) contains a an accurate and complete and accurate list, and Stronghold Seller has made available delivered to the Purchaser true Buyer accurate and complete (as is in its possession) copies, of: (i) each Applicable Seller Contract that involves performance of services or delivery of goods or materials by Seller of an amount or value in excess of $25,000250,000; (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to Seller of an amount or value in excess of $500,000; (iii) each Seller Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold Seller in excess of $25,00050,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 50,000 and with terms a term of less than one year); (ivv) each joint ventureSeller Contract with any labor union or other employee representative of a group of employees relating to wages, partnership, hours and other Applicable conditions of employment; (vi) each Seller Contract with any independent third party relating to the delivery or administration of any employee benefits to Seller’s employees; (vii) each Contract which is in respect of the employment, compensation or indemnification of a director or executive officer of Seller; (viii) each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by Stronghold Seller with any other person or entityPerson; (vix) each Applicable Seller Contract containing covenants that in any way purport to restrict the Seller’s business activity of Stronghold or any affiliate of the foregoing or limit the freedom of Stronghold or any affiliate of the foregoing Seller to engage in any line of business or to compete with any person or entityPerson; (vix) each employment or consulting agreement of Stronghold; (vii) each Applicable Seller Contract providing for payments to or by any person or entity Person based on sales, purchases, purchases or profits, other than direct payments for goods; (viiixi) each power of attorney executed by Stronghold of Seller that is currently effective and outstanding; (ixxii) each Applicable Seller Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold Seller to be responsible for consequential damages; (xxiii) each Applicable Seller Contract for capital expenditures in excess of $25,000100,000; (xixiv) each Seller Contract not denominated in U.S. dollars in excess of $100,000; (xv) each written warranty, guaranty, and guaranty and/or other similar undertaking with respect to contractual performance extended by Stronghold Seller other than in the ordinary course Ordinary Course of businessBusiness; (xvi) each Contract that provides for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person; (xvii) each Contract which involves, as parties thereto, Seller, on the one hand, and any of the directors, officers or other Affiliates of Seller or any Person that owns or controls more than ten percent of any class of capital stock or other equity interest of Seller and each such Person’s respective directors, officers or other Affiliates, on the other hand; (xviii) each Contract which establishes or relates to a joint venture or partnership involving Seller; (xix) each Contract which constitutes a mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or under which it has imposed a security interest on any of the Purchased Assets; (xx) each Contract which constitutes a guarantee of any obligation of another Person; (xxi) each other Contract that is material to the Purchased Assets or the operation of the Business and not previously disclosed pursuant to this Section 3.20(a); (xxii) each Real Property Lease (each of which are deemed to constitute a Seller Contract for the purposes of this Agreement); and (xiixxiii) each material amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Except as set forth in Schedule 4(t) attached hereto, (i) Stronghold is, and has been, in material compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 6.17 of the Disclosure Schedule 4(t) attached hereto contains a complete and accurate list, and Stronghold has made available Annex 6.17 to the Purchaser this Agreement contains true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods goods, materials or materials products of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not entered into in involves performance of services or delivery of goods or materials to the ordinary course Company of business an amount or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold value in excess of $25,000; (iii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts in excess of $25,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 15,000 and with terms of less than one year)) ; (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non- disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing Company or limit the freedom of Stronghold or any affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures in excess of $25,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course Company; (xiii) each Applicable Contract relating to the distribution of businessthe Company's goods or products; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(t) attached hereto, Section 6.17 of the Disclosure Schedule: (i) Stronghold No Related Person of the Company has or may acquire any rights under, and no Related Person of the Company has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) No officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Section 6.17 of the Disclosure Schedule, each Contract identified or required to be identified in Section 6.17 of the Disclosure Schedule (the "Listed Contracts") is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Section 6.17 of the Disclosure Schedule: (i) the Company is, and at all times since January 1, 1992 has been, in material full compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; Listed Contract; (ii) each other person or entity Person that has or had any obligation or liability under any Listed Contract under which Stronghold has or had any rights isis and at all times since January 1, and 1992 has been, in material full compliance with all applicable terms and requirements of such Listed Contract; ; (iii) to the Knowledge of Strongholdthe Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, at any time since January 1, 1992, any formal notice or other formal communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Listed Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Listed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (i) Schedule 4(t6(q) attached hereto contains a complete and accurate list, and Stronghold the Representative has made available delivered to the Purchaser Buyer true and complete copiescopies of (or, in the case of the three oral contracts listed on such Schedule, descriptions of:): (i1) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,00050,000; (ii2) each Applicable Contract that was not entered into involves performance of services or delivery of goods or materials to one or more Acquired Companies of an amount or value in the ordinary course excess of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and $50,000; (3) each Applicable Contract that involves expenditures or receipts of Stronghold one or more Acquired Companies in excess of $25,00050,000; (iii4) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year)property; (iv5) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (6) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (7) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (v) 8) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing any Acquired Company or limit the freedom of Stronghold any Acquired Company or any affiliate Affiliate of the foregoing any Acquired Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (vii9) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goodsgoods or services; (viii10) each power of attorney executed by Stronghold that is currently effective and outstanding; (ix11) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold any Acquired Company to be responsible for consequential damages; (x12) each Applicable Contract for capital expenditures in excess of $25,00050,000; (xi13) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by Stronghold any Acquired Company other than in the ordinary course Ordinary Course of businessBusiness; and (xii14) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (ii) Schedule 6(q) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies’ office where details relating to the Contracts are located. (iii) Except as set forth in Schedule 4(t6(q): (1) attached heretono Seller (and no Affiliate of any Seller) has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (i2) Stronghold no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (iv) Except as set forth in Schedule 6(q), each Contract identified or required to be identified in Schedule 6(q) is in full force and effect and is valid and enforceable in accordance with its terms. (v) Except as set forth in Schedule 6(q): (1) each Acquired Company is, and at all times has been, in compliance in all material compliance respects with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any Applicable Contract; (2) to the Knowledge of the assets owned or used by such company is or was bound; (ii) Principal Shareholders and the Company, each other person or entity Person that has or had any obligation or liability under any Applicable Contract under which Stronghold has or had any rights is, and at all times has been, in compliance in all material compliance respects with all applicable terms and requirements of such Applicable Contract; ; (iii3) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may could reasonably be expected to contravene, conflict with, or result in a material violation or breach of, or give Stronghold any Acquired Company or any other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv4) Stronghold no Acquired Company has not been given to or received from any other person or entity Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (vi) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold Acquired Company under current or completed Applicable Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. . (vii) The Applicable Contracts relating to the sale, design, design or provision of products or services by Stronghold the Acquired Companies have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold the Company has made available delivered to the Purchaser UNIT true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,00010,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,00010,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 10,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, limited liability company, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Related Person of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Related Person of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,00010,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (b) Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Letter: (i) Stronghold No Shareholders (and no Related Person of any Shareholder) have or may acquire any rights under, and no Shareholders have or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by the Company; and (ii) to the Knowledge of the Shareholders and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) the Company is, and at all times since May 31, 1997 has been, in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; ; (ii) to the Knowledge of the Company each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and at all times since May 31, 1997 has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, the Company no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, at any time since May 31, 1997, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold Seller has made available delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by or to one or more Company of an amount or value in excess of $25,000$ 5,000 (except for the Management Contracts which have been provided to Buyer and not included on the Disclosure Letter); (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold one or more Company in excess of $25,0001,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 1,000 and with terms of less than one year); (iv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (v) any Applicable Contract to or with any labor union or other employee representative of a group of employees; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing an Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing an Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures in excess of $25,0001,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Unless set forth in Part 3.17(b) of the Disclosure Letter: (i) Seller (and no Related Person of Seller) has not entered into any arrangement that provides for current or future acquisition rights nor being subject to any obligation or liability that relates to the business of, or any of the assets owned or used by, the Company; and (ii) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Unless set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Schedule 4(tPart 3.17(d) attached hereto, of the Disclosure Letter: (i) Stronghold isthe Company, and any other Person with any obligation or liability under any Contract, is and at all times since January 1, 2010 has been, in material full compliance with all applicable terms and requirements of each Contract under which such company Company has or had any obligation or liability or by which such company Company or any of the assets owned or used by such company Company is or was bound; ; (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iviii) Stronghold no Company has not been given to or received from any other person or entity Person, at any time since January 1, 2010, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold Seller has made available delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Acquired Company of an amount or value in excess of One Thousand US Dollars ($25,0001,000.00); (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Acquired Company of an amount or value in excess of One Thousand US Dollars ($1,000.00); (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold one or more Acquired Company in excess of One Thousand US Dollars ($25,0001,000.00); (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than One thousand US Dollars ($25,000 1,000.00) and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Acquired Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Acquired Company or any affiliate the Affiliate of the foregoing Acquired Company or limit the freedom of Stronghold the Acquired Company or any affiliate Affiliate of the foregoing Acquired Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Acquired Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of Five Thousand US Dollars ($25,0005,000.00); (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Acquired Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Company under the Contracts, and the Acquired Company's office where details relating to the Contracts are located. (b) Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Letter: (i) Stronghold Seller (and any Related Person of Seller) has not or may not acquire any rights under, and Seller has not or may not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Acquired Company; and (ii) no officer, director, participant, agent, employee, consultant, or contractor of the Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, participant, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Acquired Company, or (B) assign to the Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) the Acquired Company is, and at all times since its formation has been, in material full compliance with all applicable terms and requirements of each Contract under which such company Acquired Company has or had any obligation or liability or by which such company Acquired Company or any of the assets owned or used by such company Acquired Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Acquired Company has or had any rights is, and at all times since its formation has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Acquired Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold the Acquired Company has not been given to or received from any other person or entity Person, at any time since its formation any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Acquired Company under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, Person and no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Acquired Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.16(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold has Stockholders have made available to the Purchaser Buyer true and complete copiescopies (or written summaries in the case of oral arrangements), of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials of by the Company for an amount or having a value in excess of $25,00020,000; (ii) each Applicable Contract that involves performance of services for, or delivery of goods or materials to the Company for an amount or having a value in excess of $20,000; (iii) each Applicable Contract that was not entered into in the ordinary course Company's Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,0005,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract agreement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 5,000 and with terms of less than one year); (ivv) each licensing agreement, sales agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property (other than licensing agreements normally accompanying non-material software programs such as WordPerfect(TM) and Quicken(TM)); (vi) each currently effective Applicable Contract with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT (vii) each collective bargaining Applicable Contract and each other Applicable Contract to or with any labor union or other employee representative of a group of employees; (viii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vix) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold or the Company or, to the Actual Knowledge of Stockholders, any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiixi) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxii) each Applicable Contract entered into other than in the ordinary course Company's Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for special, consequential damagesor indirect damages which may exceed $5,000; (xxiii) each Applicable Contract for capital expenditures in excess of $25,00020,000; (xixiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Company's Ordinary Course of businessBusiness; and (xiixv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (a) of the Disclosure Letter sets forth the subject matter of such Contracts, the parties to such Contracts, and (if ascertainable) the amount of the remaining commitment of the Company under such Contracts. (b) Except as set forth in Schedule 4(tPart 3.16(b) attached heretoof the Disclosure Letter: COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT (i) Stronghold no Stockholder (and no Related Person of any Stockholder) has or may acquire any rights under, and no Stockholder has or may become subject to any obligation or liability under, any Applicable Contract; and (ii) to the Actual Knowledge of Stockholders, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) compete with the Company or otherwise engage in or continue any conduct, activity, or practice directly relating to such Person's involvement with the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.16(c) of the Disclosure Letter, each Contract identified or, to the Actual Knowledge of Stockholders, required to be identified in Part 3.16(a) or 3.16(b) of the Disclosure Letter is in full force and effect and, to the Actual Knowledge of Stockholders, there is no basis for believing that each such Contract is not valid and enforceable in all material respects in accordance with its terms (it being acknowledged by Buyer that any relief seeking specific performance or other equitable remedy may be within the discretion of a court having jurisdiction with respect thereto). (d) Except as set forth in Part 3.16(d) of the Disclosure Letter: (i) the Company is, and at all times since October 1, 1995, has been, in compliance in all material compliance respects with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity andidentified or, to the Actual Knowledge of StrongholdStockholders, no such person required to be identified in Part 3.16(a) or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.3.16

Contracts; No Defaults. Schedule 4(t(a) attached hereto contains a complete and accurate listPart 3.17 of the Disclosure Letter lists, and Stronghold Seller has made available delivered to the Purchaser Buyer true and complete copies, copies of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials of an amount or value by any Acquired Company in excess of Ten Thousand dollars ($25,00010,000); (ii) each Applicable Contract that involves performance of services or sales by, or delivery of goods or materials to, an Acquired Company in excess of Ten Thousand dollars ($10,000); (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of Stronghold in excess of $25,000Business; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, contractor agreement, service or sale agreement and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or in personal property requiring annual payment in excess of Twenty-Five Thousand Dollars (except personal property leases $25,000) or any Real Property, of an Acquired Company, including all assignments, amendments and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year)modifications thereof; (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, suppliers or contractors regarding the appropriation or the nondisclosure of any of any of the Acquired Company's intellectual property; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold an Acquired Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing an Acquired Company or limit the freedom of Stronghold or any affiliate of the foregoing an Acquired Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed made by Stronghold an Acquired Company that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by Stronghold an Acquired Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of Ten Thousand Dollars ($25,00010,000); (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold other than in the ordinary course of businessan Acquired Company; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Letter: (i) Stronghold Seller has not nor will he acquire any rights under, and Seller has not nor will he 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, an Acquired Company; and (ii) no officer, director, agent, employee, consultant, or contractor of an Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of an Acquired Company, or (B) assign to an Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Applicable Contract of the Acquired Companies listed in Part 3.17(c) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. Seller has disclosed all material oral or written contracts with contractors, subcontractors or suppliers with which any Acquired Company does business, and such Acquired Company is not in default of any such Contracts. All Contracts directly applicable to such Acquired Company's business and necessary for the continued conduct of such Acquired Company's business after the Closing in substantially the same manner as conducted prior to the Closing are in the name of the Acquired Companies and not in the name of Seller or any other Person instead of the Acquired Companies. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times since December 31,1999, has been, in material compliance with all applicable terms and requirements of each material Contract under which such company the Acquired Company has or had any obligation or liability or by which such company the Acquired Company or any of the assets owned or used by such company the Acquired Company is or was bound; ; (ii) to the Knowledge of Seller and each Acquired Company, each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold any Acquired Company has or had any rights is, and at all times since December 31, 1999, has been, in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of StrongholdSeller and each Acquired Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold any Acquired Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold no Acquired Company has not been given to or received from any other person or entity Person, at any time since December 31, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold Acquired Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSeller and each Acquired Company, no such person or entity Person has made written any demand for such renegotiation. . (f) The Applicable Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) Part 3.17(g) of the Disclosure Letter sets forth an accurate and complete list of all Real Property leases, subleases, licenses and use agreements (collectively, the "Real Estate Leases") pursuant to which Seller and/or an Acquired Company is a party, which Exhibit specifies for each such Real Estate Lease (i) the type of agreement and parties thereto (e.g., lease, sublease, license or use agreement), (ii) the address and store number of the Real Property affected thereby, (iii) the term commencement, expiration and rent commencement dates, (iv) the rent payable, (v) the terms of any renewal, expansion or purchase option, or offer or first refusal rights, (vi) the terms of any cancellation or termination rights (other than for default, casualty or condemnation), and (vii) any security deposit and guaranty. (h) The Real Estate Leases are legally valid, binding and enforceable in accordance with their respective terms and are in full force and effect; (ii) there are no defaults by Seller or any Acquired Company or, to the Knowledge of Seller and each Acquired Company, any other party to the Real Estate Leases; (iii) neither Seller nor any of the Acquired Companies has received notice of any default, offset, counterclaim or defense under any of the Real Estate Leases nor, to the Knowledge of Seller and each Acquired Company, has a default been threatened; (iv) no condition or event has occurred that with the passage of time or the giving of notice or both would constitute a default or breach by Seller or an Acquired Company of the material terms of any of the Real Estate Leases; and (v) all allowances, work-letters and other amounts payable by Seller and each Acquired Company under the Real Estate Leases (other than the rent) have been paid in full and all work to be performed by Seller or any Acquired Company under the Real Estate Leases has been completed. The consummation of the Contemplated Transactions does not require the consent of any party under the Real Estate Leases.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold Seller has made available delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves performance of services or delivery of goods or materials by or to the Company of an amount or value in excess of Five Thousand Dollars ($25,000;5,000.00), (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of Five Thousand Dollars ($25,000;5,000.00), (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than Five Thousand Dollars ($25,000 5,000.00) and with terms of less than one year);, (iv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of the intellectual property assets of the Company, (v) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees, (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entity;Person, (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold or any affiliate of the foregoing Company or limit the freedom of Stronghold or any affiliate of the foregoing Company to engage in any line of business or to compete with any person or entity;Person, (vi) each employment or consulting agreement of Stronghold; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods;, (viiiix) each power of attorney executed by Stronghold that is currently effective and outstanding;, (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages;, (xxi) each Applicable Contract for capital expenditures in excess of Five Thousand Dollars ($25,000;5,000.00), (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of business; Business, and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. . (b) Except as set forth in Schedule 4(tPart 3.17(b) attached heretoof the Disclosure Letter, Seller (and no related person of Seller) has not or may not acquire any rights under, and Seller has not or may not become subject to any obligation or liability under any Contract that relates to the Business of, or any of the assets owned or used by, the Company, and (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or other laws affecting the enforcement of creditors' rights generally. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) Stronghold the Company is, and at all times has been, in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; , (ii) each other person or entity Person that has or had any material obligation or material liability under any Contract under which Stronghold the Company has or had any rights is, and at all times has been, in material full compliance with all applicable terms and requirements of such Contract; , (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may reasonably contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to reasonably declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and , and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, at any time any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSeller and the Company, no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 4(t(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Stronghold Seller has made available delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000;25,000.00. (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000.00. (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by Stronghold or a subsidiary of Stronghold with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of Stronghold the Company in excess of $25,000;25,000.00. (iiiiv) each leaselease (other than the “Lease Agreement”), rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 25,000.00 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Stronghold the Company with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Stronghold the Company or any affiliate Affiliate of the foregoing Company or limit the freedom of Stronghold the Company or any affiliate Affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of Stronghold; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by Stronghold that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by Stronghold the Company to be responsible for consequential damages; (xxii) each Applicable Contract for capital expenditures in excess of $25,00025,000.00; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Stronghold the Company other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (b) Except as set forth in Schedule 4(tPart 3.17(b) attached hereto, of the Disclosure Letter: (i) Stronghold Seller (and no Related Person of Seller) has not or will not acquire any rights under, and Seller has not or will not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by the Company; and (ii) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) the Company is, and at all times since January 1, 2005, has been, been in material full compliance with all applicable terms and requirements of each Contract under which such company the Company has or had any obligation or liability or by which such company the Company or any of the assets owned or used by such company the Company is or was bound; ; (ii) each other person or entity Person that has or had any obligation or liability under any Contract under which Stronghold the Company has or had any rights is, and at all times since January 1, 2005, has been, been in material full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold the Company or other person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and and (iv) Stronghold the Company has not been given to or received from any other person or entity Person, at any time since January 1, 2005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t. (e) attached hereto, there There are no renegotiation renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold the Company under current or completed Contracts with any person or entity Person and, to the Knowledge of StrongholdSeller and the Company, no such person or entity Person has made written demand for such renegotiation. . (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by Stronghold the Company have been entered into in the ordinary course Ordinary Course of business Business and have been entered into without the commission of any act alone or in concert with any other person or entityPerson, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.