Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank have delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) 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 $50,000; (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 of Business and that involves expenditures or receipts of one or more Acquired Companies in excess of $10,000; (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); (v) 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 any Acquired Company with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on profits; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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 has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company has given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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(aA. SCHEDULE 3.17(A) of the Disclosure Letter Schedule contains a complete ---------------- and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, of: (i) each Each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies Company of an amount or value in excess of Five Thousand and No/100 Dollars ($50,0005,000.00); (ii) each Each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies Company of an amount or value in excess of Five Thousand and No/100 Dollars ($50,0005,000.00); (iii) each 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 Company in excess of Five Thousand and No/100 Dollars ($10,0005,000.00); (iv) 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 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 and No/100 Dollars ($25,000 5,000.00) and with terms of less than one (1) year); (v) each 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 AssetsSoftware and Intangibles; (vi) each 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 any Acquired Company with any other Person; (viiviii) each Each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person Affiliate of an Acquired Company to engage in any line of business or to compete with any Person; (viiiix) each Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each Each power of attorney that is currently effective and outstanding; (xxi) each Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xixii) each Each Applicable Contract for capital expenditures in excess of Five Thousand and No/100 Dollars ($50,0005,000.00); (xiixiii) each Each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiiixiv) each Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a. B. SCHEDULE 3.17(A) of the Disclosure Letter Schedule sets forth reasonably ---------------- complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies Company under the Applicable Contracts, and the Acquired Companies’ Company' office where details relating to the Applicable Contracts are located. (b) C. Except as set forth in Part 3.17(bSCHEDULE 3.17(C) of the Disclosure Letter---------------- Schedule: (i) Neither Seller (and no director, officer or 5% shareholder Related Person of an Acquired Company either Seller) has or may acquire any rights under, and no Acquired Company neither Seller has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) to To the Knowledge of the Acquired CompaniesSellers and Company, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A1) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, Company or (B2) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) D. Except as set forth in Part 3.17(cSCHEDULE 3.17(D) of the Disclosure Letter---------------- Schedule, each Applicable Contract identified or required to be identified in Part 3.17(aSCHEDULE -------- 3.17(A) of the Disclosure Letter Schedule is in full force and effect and is valid and ------- enforceable in accordance with its terms. (d) E. Except as set forth in Part 3.17(dSCHEDULE 3.17(E) of the Disclosure Letter---------------- Schedule: (i) each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each Each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) 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 violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired Company has not given to or received from any other Person, at any timetime since December 31, 1992, 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) F. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) G. The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company 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 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(a3.20(a) of the Disclosure Letter contains a an accurate and complete and accurate list, and NorthStar Seller has delivered to FindWhat and NorthStar Bank have delivered or made available to Buyer true accurate and complete copies, of: (i) each Applicable Seller Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies Seller of an amount or value in excess of $50,0005,000; (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies Seller of an amount or value in excess of $50,0005,000; (iii) each Applicable Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one or more Acquired Companies Seller in excess of $10,0005,000; (iv) 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 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 a term of less than one year); (v) each licensing agreement Seller Contract with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person; (vii) each Applicable Seller Contract containing covenants that in any way purport to restrict the Seller's business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller to engage in any line of business or to compete with any Person; (viii) each Applicable Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Applicable Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages; (xi) each Applicable Seller Contract for capital expenditures in excess of $50,0005,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; and (xiiixiv) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a3.20(a) of the Disclosure Letter sets forth reasonably complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies Seller under the Applicable Contracts, Contracts and the Acquired Companies’ location of Seller's office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) 3.20(b), no director, officer or 5% shareholder of an Acquired Company Shareholder has or may acquire any rights under, and no Acquired Company Shareholder has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, of Seller or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 discoveryAssets. (c) Except as set forth in Part 3.17(c3.20(c): (i) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.17(a3.20 (a) of the Disclosure Letter 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; (ii) each 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 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 affect 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 3.17(d) of the Disclosure Letter:3.20(d): (i) each Acquired Company Seller is, and at all times since December 31, 2003 has been, in full compliance in all material respects with all applicable terms and requirements of each Applicable Seller Contract under which such Acquired Company has or had any obligation or liability or is being assumed by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundBuyer; (ii) each other Person that has or had any obligation or liability under any Applicable Seller Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times since December 31, 2003 has been, in full compliance in all material respects with all applicable terms and requirements of such Applicable Contract; (iii) to Seller's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other 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 Seller Contract that is being assigned to or assumed by Buyer; (other than loans made iv) to Seller's knowledge no event has occurred or circumstance exists under or by NorthStar Bank virtue of any Contract that (with or deposits accepted by NorthStar Bank)without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (ivv) no Acquired Company Seller has not given to or received from any other Person, at any timetime since December 31, 2003, 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 Applicable Contract (other than loans made which is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank)Buyer. (e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts Each Contract relating to the sale, design, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course of Business of Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part 3.17(a) of the The Seller Disclosure Letter contains a an accurate and complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true accurate and complete copies, of: (i) each Applicable Seller Contract (other than loans) that involves performance of services or delivery of goods or materials by one any Seller, which relates solely to the Business or more Acquired Companies the Assets of an amount or value in excess of $50,00010,000; (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to one any Seller, which relates solely to the Business or more Acquired Companies the Assets of an amount or value in excess of $50,00010,000; (iii) each Applicable Seller Contract that was not entered into in the Ordinary Course ordinary course of Business business consistent with past practices and that relates solely to the Business or the Assets and involves expenditures or receipts of one or more Acquired Companies any Seller in excess of $10,000; (iv) 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 any real or personal property relating solely to the Business (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 a term of less than one year); (v) each licensing agreement Seller Contract relating solely to the Business with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person; (vii) each Applicable Seller Contract containing covenants that in restrict any way purport to restrict the Seller’s business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company such Seller to engage in any line of business or to compete with any Person; (viii) each Applicable Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of any Seller relating solely to the Business or the Assets that is currently effective and outstanding; (x) each Applicable Seller Contract entered into other than for capital expenditures relating solely to the Business or the Assets in the Ordinary Course excess of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages$10,000; (xi) each Applicable Seller Contract for capital expenditures relating solely to the Business or the Assets not denominated in excess of $50,000U.S. dollars; (xii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller with respect to the Business other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; and (xiii) each amendment, supplement, 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Seller Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable each Assigned 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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; and (ii) each Assigned Contract is assignable by the applicable Seller to Buyer without the consent of any other Person. (dc) Except as set forth in Part 3.17(d) of the Seller Disclosure Letter: (i) each Acquired Company is, and at all times has been, Each Seller is in full material compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundAssigned Contract; (ii) to Sellers’ Knowledge, each other Person that has or had any obligation or liability under any Applicable Assigned Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, is in full compliance with all applicable terms and requirements of such Applicable Assigned Contract; (iii) to Sellers’ Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may would reasonably be expected to contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other 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 Assigned Contract (other than loans made that is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank)Buyer; and (iv) to Sellers’ Knowledge, no Acquired Company event has given to occurred or received from circumstance exists under or by virtue of any other Person, at any time, any Assigned Contract that (with or without notice or other communication (whether oral or writtenlapse of time) regarding would cause the creation of any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract Encumbrance (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)a Permitted Encumbrance) affecting any of the Assets. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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(aSCHEDULE 3.16(A) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value in excess of $50,00025,000; (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 of Business and that involves expenditures or receipts of one or more Acquired Companies the Company in excess of $10,00015,000; (iviii) 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 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 30,000 or with terms of less than one year); (viv) 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 any Acquired the Company with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired the Company or any entity that is a Related Person Affiliate of an Acquired the Company or limit the freedom of any Acquired the Company or any entity that is a Related Person Affiliate of an Acquired the Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and (xiiixii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the The Applicable Contracts are locateddesignated by an asterisk on SCHEDULE 3.16(A) shall be considered "Material Contracts." (b) Except as set forth in Part 3.17(b) of the Disclosure Letter:SCHEDULE 3.16(B): (i) no director, officer or 5% shareholder Seller (and no Affiliate of an Acquired Company any Seller other than the Company) has or may acquire any rights under, and no Acquired Company Seller has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and (ii) no officer or director of the Company and, to the Knowledge of the Acquired CompaniesSellers, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any contract or other arrangement 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 the Company, or (B) assign to any Acquired 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) SCHEDULE 3.16(C), to the Knowledge of the Disclosure LetterSellers, each Applicable Contract identified or required to be identified in Part 3.17(aSchedule 3.16 (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:SCHEDULE 3.16(D): (i) each Acquired the Company is, and at all times has been, is in full material compliance with all applicable terms and requirements of each Applicable material Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or used by such Acquired the Company is or was bound; (ii) to the Knowledge of Sellers, each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired the Company has or had any rights is, and at all times since January 1, 2000 has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) to the Knowledge of 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 violation or breach of, or give any Acquired the Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired the Company has not given to or received from any other Person, at any timetime since January 1, 2000, 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies Company 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 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 Letter contains a complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, copies of: (i) each Applicable Contract (other than loans) agreement that involves performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value in excess of $50,00010,000; (ii) each Applicable Contract agreement that involves performance of services or delivery of goods or materials to one or more Acquired Companies the Company of an amount or value in excess of $50,00010,000; (iii) each Applicable Contract agreement that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of one or more Acquired Companies the Company in excess of $10,0005,000; (iv) 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 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); (v) each licensing agreement or other Applicable Contract agreement 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 AssetsCompany's intellectual property assets; (vi) each collective bargaining agreement and other agreements to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract agreements (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Personperson; (viiviii) each Applicable Contract agreement containing covenants that in any way purport to restrict the business activity of any Acquired the Company or any entity that is a Related Person affiliate of an Acquired the Company or limit the freedom of any Acquired the Company or any entity that is a Related Person affiliate of an Acquired the Company to engage in any line of business or to compete with any Personperson; (viiiix) each Applicable Contract agreement providing for payments to or by any Person person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each power of attorney that is currently effective and outstanding; (xxi) each Applicable Contract agreement entered into other than in the Ordinary Course ordinary course of Business business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages; (xixii) each Applicable Contract agreement for capital expenditures in excess of $50,0005,000; (xiixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course ordinary course of Businessbusiness; and (xiiixiv) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company Neither Seller has or may acquire any rights under, and no Acquired Company neither Seller has or may become subject to any obligation or liability under, any Applicable Contract agreement that relates to the business of, or any of the assets owned or used byby the Company, any Acquired other than the lease of the Company; and's main facilities, which is leased from an affiliated entity. (iic) to To the Knowledge knowledge of Sellers and the Acquired CompaniesCompany, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any contract or other arrangement agreement 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 the Company, or (B) assign to any Acquired the Company or to any other Person person any rights to any invention, improvement, or discovery. (cd) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Applicable Contract identified Each agreement delivered or required to be identified in Part 3.17(adelivered to Seller pursuant to Section 2.16(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (de) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired The Company is, and at all times since January 1, 1997 has been, in full compliance with all applicable terms and requirements of each Applicable Contract agreement under which such Acquired Company it has or had any obligation or liability or by which such Acquired Company it or any of the assets owned or used by such Acquired Company it is or was bound;. (iif) each Each other Person person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) agreement under which an Acquired the Company has or had any rights is, and at all times since January 1, 1997 has been, in full compliance with all applicable terms and requirements of such Applicable Contract;agreement. (iiig) 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 violation or breach of, or give any Acquired the Company or other Person 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); andagreement. (ivh) no Acquired The Company has not given to or received from any other Personperson, at any timetime since January 1, 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 Applicable Contract (agreement, other than loans made the potential claim by NorthStar Bank or deposits accepted by NorthStar Bank)KPMG and the dispute with Elisxx Xxxxxxx, xxth of which have been disclosed to Buyer. (ei) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) agreements with any Person person and, to the knowledge of Sellers and the Company, no such Person person has made written demand for such renegotiation. (fj) The Applicable Contracts agreements relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies 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 Personperson, 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 Letter contains a complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value in excess of $50,0005,000; (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 of Business and that involves expenditures or receipts of one or more Acquired Companies the Company in excess of $10,0005,000; (iviii) 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 in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate annual payments of less than $25,000 5,000 and with terms of less than one year); (viv) 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 any Acquired the Company with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired the Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired the Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000;5,000; and (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and (xiii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) No Seller (and no director, officer or 5% shareholder related person of an Acquired Company a Seller) has or may acquire any rights under, and no Acquired Company Seller has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and (ii) to the Knowledge of the Acquired Companies, no No officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any contract or other arrangement 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 the Company, or (B) assign to any Acquired 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 Applicable 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 The Company is, and at all times has been, is in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company it has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or used by such Acquired the Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired the Company has or had any rights is, and at all times has been, is in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired The Company has not given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person andPerson, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the sale or provision of products or services by the Acquired Companies Company 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 any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) The Company is not restricted by any Contract from marketing any product of the Company in any geographical territory in the world. (h) Except as disclosed in Part 3.17(h) of the Disclosure Letter, neither the Company nor any Seller is party to any distributor agreement or any marketing arrangement with Dematex, Inc., IMTEX, Inc., Xxxxxxx Xxxxxx or any of their Affiliates; PROVIDED, HOWEVER, the Sellers shall provide full indemnity to the Buyer for any claim and related costs of defense related to any relationship or purported relationship between the Company or any Seller and Dematex, Inc., IMTEX, Inc., Xxxxxxx Xxxxxx or any of their Affiliates.

Contracts; No Defaults. (a) Part 3.17(a) Quiksilver has provided Buyer with a list of the Disclosure Letter contains each Material Contract to which any Acquired Company is a complete and accurate list, and NorthStar and NorthStar Bank have delivered party or made available by which any Acquired Company is bound. The following Contracts shall be deemed to Buyer true and complete copies, ofbe Material Contracts; any Contract that: (i) each Applicable Contract (other than loans) 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 $50,000100,000 in the aggregate, other than sales Contracts entered into in the ordinary course of business; (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 $50,000100,000 in the aggregate, other than purchases from vendors in the ordinary course of business; (iii) each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of one or more Acquired Companies in excess of $10,000100,000 in the aggregate; (iv) each is a lease, rental or occupancy agreement, license, installment and conditional sale agreement, and or other Applicable Contract affecting 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 aggregate payments of less than $25,000 50,000 and with terms of less than one year); (v) each is a licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including other than standard non-disclosure agreements with current or former employees, consultants, or contractors employees and consultants regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAssets and other than entered in the ordinary course of business; (vi) each is a joint venture, partnership, and other Applicable Contract (however named) venture or partnership involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person; (vii) each Applicable Contract containing contains covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit limits the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing requires any Acquired Company to incur in excess of $100,000 in the aggregate for payments to or by any Person based on profitscapital expenditures; (ix) each power is a sales agency, marketing or distribution agreement of attorney that is currently effective and outstandingthe Acquired Companies; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for is an express undertaking agreement by any Acquired Company to be responsible for consequential damagespurchase any capital stock or other debt or equity securities of any Person; (xi) each Applicable Contract is an agreement (or group of related agreements) under which any Acquired Company has created, incurred, or guaranteed any indebtedness for capital expenditures in excess borrowed money, or any capitalized lease obligation or under which it has imposed an Encumbrance on any of $50,000its assets, tangible or intangible; (xii) each written warrantyis an agreement of any Acquired Company concerning noncompetition or restricting any Acquired Company’s ability in any way to conduct its business or use its assets; (xiii) is a profit sharing, guarantystock option, stock purchase, stock appreciation, deferred compensation, severance, or change in control (exclusive of generally applicable severance policy) or other material plan or arrangement for the benefit of any of the Acquired Companies’ current or former stockholders, managers, directors, officers or employees; (xiv) is a collective bargaining agreement; (xv) is an employment agreement providing for payments to any Person in excess of $100,000, in the aggregate; (xvi) is a Contract between or among any Acquired Company on the one hand, and or any Seller Affiliate on the other similar undertaking with respect to contractual performance extended hand; (xvii) is an agreement for the engagement as an independent contractor of any individual by any Acquired Company other than providing for payments to such independent contractor in excess of $100,000, in the Ordinary Course of Business; andaggregate; (xiiixviii) each is an agreement with a term of at least one (1) year and that is not terminable at the option (without penalty) of the applicable Acquired Company upon ninety (90) days’ prior notice; (xix) is an agreement under which the consequences of a default or termination would have a Company Material Adverse Effect; (xx) is a material amendment, supplement, and supplement or 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable Each Material 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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. (dc) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times has been, is in full material compliance with all applicable terms and requirements of each Applicable Material Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company has given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (aA) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one Network 40 or more Acquired Companies either Company of an amount or value in excess of $50,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one Network 40 or more Acquired Companies either Company of an amount or value in excess of $50,000; (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 $10,000; (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 in, any real or personal property owned or used by Network 40 or the Companies in the conduct of their business (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); (viv) each licensing agreement or other Applicable Contract to which Network 40 or either Company is a party with respect to patents, trademarks, copyrights, or other intellectual propertyany Intellectual Property Rights, 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 Contract, to which Network 40 or either Company is a party, 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 any Acquired Network 40 or either Company with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Network 40 or either Company or any entity that is a Related Person of an Acquired Company Affiliate thereof or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company them to engage in any line of business or to compete with any Person; (viii) each Applicable Contract to which Network 40 or either Company is a party providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney granted by Network 40 or either Company that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Network 40 or either Company to be responsible for consequential damages; (xi) each Applicable Contract to which Network 40 or either Company is a party for capital expenditures in excess of $50,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Network 40 or either Company other than in the Ordinary Course of Business; and (xiii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of Network 40 or the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office of Network 40 or the Company where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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 has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company has given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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 Letter contains a complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer Purchaser true and complete copies, of: (i) each Applicable Contract (other than loans) 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 $50,00010,000.00; (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 $50,00010,000.00; (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 $10,00010,000.00; (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 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 10,000.00 and with terms of less than one year); (v) 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 any Acquired Company with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person Affiliate of an Acquired Company to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each power of attorney that is currently effective and outstanding; (xxi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xixii) each Applicable Contract for capital expenditures in excess of $50,00010,000.00; (xiixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; ; (xiv) each Owned Mortgage Loan and any Servicing Agreements and escrow agreement relating thereto; (xv) each Applicable Contract with each of the Company's Investors, and (xiiixvi) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a; (a) of the Disclosure Letter sets forth reasonably complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ ' office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder Seller (and no Related Person of an Acquired Company Sellers) has or may acquire any rights under, and no Acquired Company Seller has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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, is and at all times has been, been in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, is and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired Company has given to or received from any other Person, Person at any time, 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies 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 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 Letter contains a complete and accurate list, and NorthStar and NorthStar Bank have the Company has delivered or made available to Buyer the Purchaser true and complete copies, of: (i) each Applicable Contract (other than loans) 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 $50,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies by the Company of an amount or value in excess of $50,000; (iiiii) 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 the Company in excess of $10,00050,000; (iviii) 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 in, any real or personal property assets 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 50,000 and with terms of less than one year); (viv) 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 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 any Acquired the Company with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired the Company or any entity that is a Related Person of an Acquired Company or materially limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired the Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods having a value in excess of $50,000; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000; (xiix) each written warranty, guaranty, and or and/or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; (xi) each written complaint received by the Company from a customer during the twelve (12) month period preceding the date hereof, the net affect of which would be the likely cancellation or termination of a Contract having a value in excess of $50,000; and (xiiixii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies Company under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no directornone of the Key Stockholders nor, officer or 5% shareholder to the Knowledge of an Acquired Company the Company, any Related Person of the Key Stockholders has or may acquire any rights under, and no Acquired Company none of the Key Stockholders nor such Related Person has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business ofof the Company, or any of the assets owned or used by, any Acquired the Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any contract or other arrangement 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 the Company, or (B) assign to any Acquired 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 Applicable 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 the Company is, is and at has been in compliance in all times has been, in full compliance material respects with all applicable terms and requirements of each Applicable Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or used by such Acquired the Company is or was bound; (ii) to the Company's Knowledge, each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired the Company has or had any rights is, and at all times has been, in full compliance in all material respects with all applicable terms and requirements of such Applicable Contract; (iii) to the Company'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 violation or breach of, or give any Acquired Company or the other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); andContract; (iv) no Acquired the Company has not given to or received from any other Person, at any time, 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 Contract; and (other than loans made by NorthStar Bank v) the Company is not aware of any state of facts that would cause a reasonable person to believe that the Company's future sales will not equal such sales for 1996 or deposits accepted by NorthStar Bank)1997. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiationrenegotiations. (f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company 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 any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (aA) Part 3.17(aSchedule 4.13(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank have delivered or Seller has made available to Buyer true and complete copies, ofof all executory Seller Contracts of the following categories: (i1) each Applicable Contract (other than loans) Contracts that involves involve performance of services or delivery of goods or materials by one or more Acquired Companies Seller 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 ($50,000; (ii) each Applicable Contract 5,000);Contracts that involves involve performance of services or delivery of goods or materials to one or more Acquired Companies Seller 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 ($50,0005,000); (iii2) each Applicable Contract Contracts that was were not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one or more Acquired Companies in excess of $10,000Business; (iv3) each lease, rental or occupancy agreement, license, installment Facility Leases and conditional sale agreement, Leases of Tangible Personal Property of Seller 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 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); (v4) Licensing agreements of Seller and other Contracts, in each licensing agreement or other Applicable Contract case, with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including Intellectual Property as well as the forms of all agreements with current or former employees, consultants, consultants or contractors regarding the appropriation of, or the non-disclosure of of, any of the Intellectual Property Assetsset forth on Schedule 4.12(a); (vi5) each joint venture, partnership, collective bargaining agreements of Seller and other Applicable Contract 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; (6) joint ventures or partnerships (however named) of Seller and other Contracts, in each case, involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person; (vii7) each Applicable Contract Contracts containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller to engage in any line of business or to compete with any PersonPerson or that subject Seller to confidentiality or non-disclosure obligations; (viii) each Applicable Contract 8) Contracts providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix9) each power powers of attorney granted by or to Seller that is are currently effective and outstanding; (x10) each Applicable Contract Contracts entered into other than in the Ordinary Course of Business that contains contain or provides provide for an express undertaking by any Acquired Company Seller to be responsible for consequential damages; (xi11) each Applicable Contract Contracts for capital expenditures relating to the Business in excess of Five Thousand Dollars ($50,0005,000) individually or Ten Thousand Dollars ($10,000) in the aggregate; (xii12) each Contracts which, to the Knowledge of Seller, will result in a material loss to Seller; (13) Contracts between Seller 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 Buyer and other than option and warrant agreements with Seller’s officers, directors and employees); (14) written warrantywarranties, guarantyguaranties, and or and/or other similar undertaking undertakings with respect to contractual performance extended by any Acquired Company Seller, other than in the Ordinary Course of Business; and (xiii15) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (bB) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) to To the Knowledge of the Acquired CompaniesSeller, no officer, director, agent, employee, consultant, consultant or contractor of any Acquired Company Seller is bound by any contract or other arrangement Contract that purports to limit the ability of such officer, director, agent, employee, consultant, consultant or contractor to (Ai) engage in or continue any conduct, activity, activity or practice relating to the business of any Acquired Company, Business or (Bii) assign to any Acquired Company Seller or to any other Person any rights to any invention, improvement, improvement or discovery. (cC) Except as To the Knowledge of Seller, each Contract set forth in Part 3.17(c) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter on Schedule 1.3 is in full force and effect and is valid and enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (dD) Except as set forth in Part 3.17(d) To the Knowledge of the Disclosure LetterSeller: (i1) each Acquired Company Seller is, and at all times has been, in full compliance with all applicable material terms and requirements of each Applicable Contract set forth on Schedule 4.13(a) under which such Acquired Company Seller has or had any obligation or liability Liability or by which such Acquired Company Seller or any of the assets owned or used by such Acquired Company Seller is or was bound; (ii2) each other Person that has or had any obligation or liability Liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bankset forth on Schedule 4.13(a) under which an Acquired Company Seller has or had any rights is, and at all times has been, in full compliance with all applicable material terms and requirements of such Applicable Contract; (iii3) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give Seller or any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bankset forth on Schedule 4.13(a); and (iv4) no Acquired Company Seller has not given to or received from any other Person, at any timewritten or, any to the Knowledge of Seller, 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bankset forth on Schedule 4.13(a). (eE) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) Contracts, as applicable, with any Person and, and no such Person has made written demand for such renegotiation. (fF) The Applicable Contracts relating to the provision of products or services by the Acquired Companies Seller 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 any consideration having been paid or promised, that is or would be in violation of any Legal RequirementLaws. (G) Seller has no reason to believe that the products and services called for by any unfinished Seller 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 Seller result in a loss to Seller. (H) All of the Seller Contracts set forth on Schedule 4.13(a) are assignable to Buyer without the consent of any other Person, except as specifically noted on Schedule 4.5(b).

Contracts; No Defaults. (a) Part 3.17(aSchedule 2.9(a) of the Disclosure Letter contains a listing of all Contracts described in clauses (i) through (x) below to which the Company or any of its Subsidiaries is a party (the "Company Material Contracts"). True, correct and complete and accurate list, and NorthStar and NorthStar Bank copies of contracts referred to in clauses (i)-(x) below have been delivered to or made available to Buyer true Acquiror and complete copies, of:its agents and representatives. (i) each Applicable Each Contract (other than loans) that which involves performance of services or delivery of goods or and/or materials by one or more Acquired Companies to the Company or any its Subsidiaries of an amount or value in excess of $50,000250,000 per annum and which is not terminable upon thirty days' or fewer notice; (ii) each Applicable Each note, debenture, other evidence of Indebtedness, (including, without limitation, all evidences of Indebtedness owed to the Company by any officer, director or employee of the Company or any of its Subsidiaries, other than pursuant to ordinary course loans for travel and relocation advances and draws on future commissions), guarantee, loan, credit or financing agreement or instrument or other Contract that involves performance of services for money borrowed, including any agreement or delivery of goods commitment for future loans, credit or materials to one or more Acquired Companies of an amount or value in excess of $50,000financing; (iii) each Applicable Each Contract that was not entered into in the Ordinary Course ordinary course of Business and that involves business involving expenditures or receipts of one the Company or more Acquired Companies any its Subsidiaries in excess of $10,000250,000 per annum or which is not terminable upon thirty days' or fewer notice; (iv) 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 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 $25,000 100,000 per annum and with terms of less than one year)which is not terminable upon thirty days' or fewer notice; (v) each licensing agreement or other Applicable Contract with respect to patentsEach joint venture Contract, trademarks, copyrightspartnership agreement, 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 Assetslimited liability company agreement; (vi) each joint venture, partnership, Each Contract explicitly requiring capital expenditures after the date hereof in an amount in excess of $250,000 per annum and other Applicable Contract (however named) involving a sharing of profits, losses, costs, which is not terminable upon thirty days' or liabilities by any Acquired Company with any other Personfewer notice; (vii) each Applicable Each Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company to engage in any line of business or to compete with any Personlisted on Schedule 2.24; (viii) each Applicable Each Contract providing for payments requiring the Company or any of its Subsidiaries to provide in kind consideration involving an amount or by any Person based on profitsvalue in excess of $100,000; (ix) each power Each Contract restricting in any way the ability of attorney that is currently effective and outstanding;the Company or any Subsidiary to engage in any business in any manner or in any geographic area; and (x) each Applicable Each Contract entered into pursuant to which the Company or any of its Subsidiaries is obligated to a third party to develop any product or technology other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are locatedcoupon books. (b) Except as set forth in Part 3.17(bon Schedule 2.9(b) of and except as would not have a Material Adverse Effect on the Disclosure Letter: Company and its Subsidiaries taken as a whole, all the Company Material Contracts are (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is (ii) represent the legal, valid and binding obligations of the Company or the Subsidiary party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Except for those Company Material Contracts denoted with an asterisk (*) as set forth on Schedule 2.9(a), no Company Material Contract requires the consent (each, a "Third Party Consent") of any other contracting party to prevent a breach of, a default under, or a termination, adverse change in the terms or conditions or adverse modification of, or the acceleration of any Indebtedness or other obligations under, any Company Material Contract as a result of the consummation of the transactions contemplated hereby. Except as set forth on Schedule 2.9(b), all of the Company Material Contracts are enforceable in accordance with its terms. (d) their terms except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject as to enforceability, to general principles of equity. Except as set forth on Schedule 2.9(b), the Company and its Subsidiaries are not in Part 3.17(d) of default under such Company Material Contracts and, to the Disclosure Letter: Company's knowledge, (i) each Acquired no other party is in default under such Company isMaterial Contracts, and at all times has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred and no condition or circumstance state of facts exists that (which, with the passage of time or without the giving of notice or lapse both, would constitute such a default. No written notice of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired claim of default has been given to the Company or other Person its applicable Subsidiary with respect to any Company Material Contract. Except as set forth on Schedule 2.9(b), the right Company has not received written notice of any intent by any party to declare a default any Company Material Contract to terminate or exercise any remedy under, materially amend the terms thereof or to accelerate the maturity or refuse to renew any such Company Material Contract upon expiration of its term. The Company is not currently paying liquidated damages in lieu of performance of, or to cancel, terminate, or modify, under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company has given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Material Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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(aSchedule 3.19(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, ofof each written: (i) each Applicable Contract (other than loans) 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 $50,000with each Material Customer; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies the Company of an amount or value in excess of $50,000100,000 annually; (iii) each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of one or more Acquired Companies the Company in excess of $10,000100,000 annually and which cannot be terminated on 60 days notice without penalty; (iv) each Applicable Contract with a wholesale distributor of the Products in the United States or Canada who entered into such Applicable Contract with the Company in such wholesaler’s capacity as a wholesale distributor of the Products that; (v) 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 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 year50,000 annually); (v) 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 written Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired the Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired the Company to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments in excess of $50,000 annually to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,00050,000 annually, other than any Applicable Contracts with customers providing for the installation of display fixtures; (xii) each written warranty, guaranty, and or other similar undertaking guaranty with respect to contractual performance of a third party extended by any Acquired the Company other than in the Ordinary Course ordinary course of Businessbusiness; and (xiii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(bSchedule 3.19(b) of the Disclosure LetterLetter or as contemplated by the Transaction Documents: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any No Material Applicable Contract that relates to the business of, or any of the assets owned or used by, the Company (A) provides Sellers (or any Acquired Related Person of Sellers other than the Company) with any rights, or the ability to acquire any rights, thereunder, or (B) subjects Sellers (or any Related Person of Sellers) to any obligation or liability thereunder; and (ii) to To the Knowledge of the Acquired CompaniesCompany’s Knowledge, no officer, director, agent, employeeEmployee, consultant, or contractor of any Acquired Company the Company, is bound by any contract or other arrangement 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 the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(cSchedule 3.19(c) of the Disclosure Letter, each Applicable Contract identified since January 1, 2005, the Company has not received from any Person, any written notice or required other written communication that any Material Customer has determined to be identified in Part 3.17(a) cease doing business with the Company or materially reduce the volume of Products purchased from the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its termsCompany. (d) Except as set forth in Part 3.17(dSchedule 3.19(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times has beensince January 1, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has 2005 there have not been any written or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company has given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights electronic mail demands to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed any Material Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiationContracts. (fe) The Applicable Contracts relating to the provision of services by the Acquired Companies have been entered into Material Customers in the Ordinary Course aggregate accounted for not less than 70% of Business and have been entered into without the commission of any act alone or Company’s net revenues in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementthe Company’s last fiscal year.

Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank have delivered or made available to Buyer true and complete copies, ofNo Biomune Affiliated Company has any Applicable Contract: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Biomune Affiliated Companies of an amount or value in excess of $50,00025,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Biomune Affiliated Companies of an amount or value in excess of $50,00025,000; (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 Biomune Affiliated Companies in excess of $10,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting that affects the Biomune Affiliated Company's 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 aggregate payments of less than $25,000 and with terms of less than one year); (v) each that evidences a 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 AssetsRights; (vi) each that evidences a collective bargaining agreement or other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) that evidences a joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Biomune Affiliated Company with any other Person; (viiviii) each Applicable Contract containing that contains covenants that in any way purport to restrict the business activity of any Acquired Biomune Affiliated Company or any entity that is a Related Person affiliate of an Acquired Biomune Affiliated Company or limit the freedom of any Acquired Biomune Affiliated Company or any entity that is a Related Person affiliate of an Acquired Biomune Affiliated Company to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing that provides for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each that evidences a power of attorney that is currently effective and outstanding; (xxi) each Applicable Contract that was entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Biomune Affiliated Company to be responsible for consequential damages; (xixii) each Applicable Contract for that requires capital expenditures in excess of $50,00010,000; (xiixiii) each that evidences a written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Biomune Affiliated Company other than in the Ordinary Course of Business; and (xiiixiv) each that evidences an amendment, supplement, and supplement or 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) to To the Knowledge of the Acquired Biomune Affiliated Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Biomune Affiliated Company is bound by any contract or other arrangement 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 Biomune Affiliated 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 Each Contract identified or required to be identified in Part 3.17(a2.35(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 LetterSchedules to this Agreement: (i) each Acquired Biomune Affiliated Company is, and at all times time since January 1, 1997 has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Biomune Affiliated Company has or had any obligation or liability Liability or by which such Acquired Biomune Affiliated Company or any of the assets owned or used by such Acquired Biomune Affiliated Company is or was bound; (ii) each other Person that has or had any obligation or liability Liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Biomune Affiliated Company has or had any rights is, and at all times since January 1, 1997 has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) to the Knowledge of the Biomune Affiliated Companies, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Biomune Affiliated Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired Biomune Affiliated Company has given to or received from any other Person, at any timetime since January 1, 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Biomune Affiliated Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the sale, design, manufacture, or provision of the Biomune Products or services by the Acquired Biomune Affiliated Companies 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 any consideration having been paid or promised, that is or would be in violation of any Legal RequirementLaw.

Contracts; No Defaults. (a) Part 3.17(aSection 3.15(a) of the Seller Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true and complete copiescopies (or summaries) as of the date hereof, of: (i) each Applicable Contract (other than loans) pursuant to which any Acquired Entity has outstanding obligations or has not been fully paid 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 $50,000power with respect to any Solar Power Project; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more by any Acquired Companies Entity of an amount or value in excess of $50,000; (iii) each Applicable Contract that was not entered into in the Ordinary Course involves performance of Business and that involves expenditures services or receipts delivery of one goods or more materials to any Acquired Companies Entity of an amount or value in excess of $10,00050,000; (iv) each lease, rental or other occupancy agreementagreement (whether written or oral), license, installment and conditional sale agreement, and other agreement of any Acquired Entity that is an Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property and that (except personal property leases and installment and conditional sales agreements having A) has a value per item or aggregate payments payment of less greater than $25,000 50,000 and with terms (B) has a term of less greater than one year)year or is not cancelable on sixty (60) or less days’ notice; (v) 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 property of any Acquired Entity that is an Applicable Contract, excluding any license agreement relating to commonly available software programs with a license fee of the Intellectual Property Assetsless than $20,000 in which Acquired Entity is licensee; (vi) each joint venture, partnershipventure agreement or partnership agreement that is an Applicable Contract of any Acquired Entity, and each other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company Entity with any other Person; (vii) each Applicable Contract of any Acquired Entity containing covenants that in any way purport could reasonably be expected to restrict the business activity of any such Acquired Company or any entity that is a Related Person of an Acquired Company Entity or limit the freedom of any such Acquired Company or any entity that is a Related Person of an Acquired Company Entity to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on profits; (ix) each power of attorney of any Acquired Entity that is an Applicable Contract or any other agreement entered into by such Acquired Entity that grants authority to any Person to act on behalf of such Acquired Entity that is currently effective and outstanding; (xix) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;Entity containing any “change in control” or similar provisions; and (xi) each Applicable Contract for capital expenditures in excess of $50,000; (xiix) each written warranty, guarantyguaranty of contractual performance, and or other similar undertaking with respect to contractual performance including without limitation any production guarantees, extended by any Acquired Company other Entity that is or is part of an Applicable Contract involving payment for Acquired Entity good and services of more than in the Ordinary Course of Business; and (xiii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located$50,000. (b) Except as set forth in Part 3.17(bSection 3.15(b) of the Seller Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and : no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, Entity and no officer, director, agent, employee, consultant, manager or contractor employee of any Acquired Company Entity is bound by any contract or other arrangement Contract that purports to limit the ability of such Acquired Entity, officer, director, agent, employee, consultant, manager or contractor employee to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired CompanyEntity, or (B) assign to any Acquired Company Entity or to any other Person any rights to any invention, improvement, or discoverydiscovery relating to the business of Acquired Entity. (c) Except as set forth in Part 3.17(cSection 3.15(c) of the Seller Disclosure Letter, : (i) Each Acquired Entity is in compliance in all material respects with all applicable terms and requirements of each Applicable Contract identified or required to be identified in Part 3.17(aSection 3.15(a) of the Seller Disclosure Letter (each, a “Disclosed Contract”) and is in full force and effect and is valid and enforceable compliance 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 has been, in full compliance material respects with all applicable terms and requirements of Legal Requirements pertaining to each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundContract; (ii) To the Knowledge of Seller, each other Person that has or had any obligation or liability under any Applicable party to a Disclosed Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, is in full compliance with all applicable terms and requirements of such Applicable Disclosed Contract;. (iii) no No event has occurred or circumstance exists that could reasonably be expected to (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person rise to the right of another Person 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); andof a Disclosed Contract; (iv) Since the date of each Disclosed Contract, no Acquired Company Entity has given to or received from any other Person, at any time, any written notice or other communication (whether oral or writtenthat has not been resolved as of the date hereof) regarding any actual, alleged, possible, actual or potential violation or alleged (and neither such Acquired Entity nor any other Person is now in) breach of, or default under, any Applicable Contract each such Disclosed Contract; and (other than loans made v) All of the Disclosed Contracts are valid and binding obligations of the Acquired Entity party thereto and are enforceable against such Acquired Entity in accordance with their terms, except to the extent that the enforceability thereof may be affected by NorthStar Bank bankruptcy, insolvency, or deposits accepted similar laws affecting creditors’ rights generally or by NorthStar Bank)court-applied equitable principles. (ed) There Except as set forth in Section 3.15(d) of the Seller Disclosure Letter, there are no current renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate or attempts to renegotiate, any material amounts paid or payable to any Acquired Company Entity under current or completed Applicable Contracts (any Disclosed Contract by any other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, party thereto and no such Person party has made a written demand for such renegotiation. (fe) The Applicable Contracts relating related to the Solar Energy Systems or the sale, design, manufacture, or provision of power or other services from any Solar Power Project by the any Acquired Companies have been entered into in the Ordinary Course of Business and Entity have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter Exhibit C contains a an accurate and complete and accurate list, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true accurate and complete copies, of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies Seller of an amount or value in excess of One hundred dollars ($50,000100.00); (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies Seller of an amount or value in excess of One hundred dollars ($50,000100.00); (iii) each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of one or more Acquired Companies Seller in excess of One hundred dollars ($10,000100.00); (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, 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 hundred dollars ($25,000 100.00) and with terms a term of less than one year); (v) each licensing agreement Contract with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Personperson or entity; (vii) each Applicable Contract containing covenants that in any way purport to restrict the Seller's business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller to engage in any line of business or to compete with any Personperson or entity; (viii) each Applicable Contract providing for payments to or by any Person person or entity based on sales, purchases or profits, other than direct payments for goods or services; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) 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 any Acquired Company Seller to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of One hundred dollars ($50,000;100.00);and (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiii) each amendment, supplement, 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% No shareholder of an Acquired Company Seller has or may acquire any rights under, and no Acquired Company shareholder of Seller has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, of Seller or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 discoveryAssets. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Applicable Each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter Exhibit C is in full force and effect and is valid and enforceable in accordance with its terms. Each Contract identified or required to be identified in Exhibit C is assignable by Seller to Buyer without the consent of any other Person, except where noted. To the knowledge of Seller, no Contract identified or required to be identified in Exhibit C will upon completion or performance thereof have a material adverse affect 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 3.17(d) of the Disclosure Letter: (i) each Acquired Company Seller is, and at all times since March 31, 2003, has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has is being assumed by Buyer. Each other person or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person entity that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times since March 31, 2003, has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no . No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach of, or give any Acquired Company Seller or other Person person or entity 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 that is being assigned to or assumed by Buyer. No event has occurred or circumstance exists under or by virtue of any Contract that (other than loans made by NorthStar Bank with or deposits accepted by NorthStar Bank); and (ivwithout notice or lapse of time) no Acquired Company would cause the creation of any encumbrance affecting any of the Assets. Seller has not given to or received from any other Personperson or entity, at any timetime since March 31, 2003, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach of, or default under, any Applicable Contract (other than loans made which is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank)Buyer. (e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, person or entity having the contractual or statutory right to demand or require such renegotiation and no such Person person or entity has made written demand for such renegotiation. (f) The Applicable Contracts Each Contract relating to the sale or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course ordinary course of Business business of Seller and have has been entered into without the commission of any act alone or in concert with any other Personperson or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementlegal requirement.

Contracts; No Defaults. (a) Part 3.17(a2.16(a) of the Disclosure Letter Schedule contains a complete and accurate list, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies to Seller of an amount or value in excess of $50,00010,000; (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 $50,000; (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 Seller in excess of $10,000; (iviii) 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 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); (viv) 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 any Acquired Company Seller with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,00010,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; and (xiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a2.16(a) of the Disclosure Letter Schedule sets forth reasonably complete details concerning the title and parties to such Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b2.16(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 LetterSchedule, each Applicable Contract identified or required to be identified in Part 3.17(a2.16(a) of the Disclosure Letter Schedule is in full force and effect and is valid and enforceable in accordance with its termsterms (except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by equitable principals). (dc) Except as set forth in Part 3.17(d2.16(c) of the Disclosure LetterSchedule: (i) each Acquired Company Seller is, and at all times has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company Seller has or had any obligation or liability or by which such Acquired Company Seller or any of the assets owned or used by such Acquired Company Seller is or was bound, except where such is not material; (ii) To the Knowledge of either Seller Stockholder, each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company Seller has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract, except where such is not material; (iii) To the Knowledge of either Seller Stockholder, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company Seller or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract, except where such is not material; and (iv) no Acquired Company None of Seller or either Seller Stockholder has given to to, or received from from, any other Person, at any time, 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract, except where such would be immaterial. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Seller 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 any consideration having been paid or promised, that is or would be in violation of any Legal RequirementRequirement in all material respects.

Contracts; No Defaults. (a) Part 3.17(aSECTION 2.7(a) of the Seller Disclosure Letter Schedule contains a complete and accurate list, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by Seller or one or more Other Acquired Companies of an amount or value in excess of $50,00010.000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to Seller or one or more Other Acquired Companies of an amount or value in excess of $50,00010,000; (iii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of by Seller or one or more Other Acquired Companies in excess of $10,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement and other Applicable Contract affecting the ownership of, leasing of, title to, use of, 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)) of Seller or one or more Other Acquired Company; (v) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements with current or former employees, consultants, consultants or contractors contractor regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assetsof Seller or one or more Other Acquired 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 of Seller or any Other Acquired Company; (vii) each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by Seller or any Other Acquired Company with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Seller or any Other Acquired Company or any entity that is a Related Person Affiliate of an Seller or any Other Acquired Company or limit the freedom of Seller or any Other Acquired Company or any entity that is a Related Person Affiliate of an Seller or any Other Acquired Company to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixx) each power of attorney on behalf of Seller or any Other Acquired Company that is currently effective and outstanding; (xxi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller or any Other Acquired Company to be responsible for consequential damages; (xixii) each Applicable Contract for capital expenditures by Seller or any other Acquired Company in excess of $50,00010,000; (xiixiii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by Seller or any Other Acquired Company other than in the Ordinary Course of Business; and (xiiixiv) each amendment, supplement, 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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 has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company has given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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(a3.20 (a) of the Disclosure Letter contains a an accurate and complete and accurate list, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true accurate and complete copies, of: (i) each Applicable Seller Contract (other than loans) that involves future performance of services or delivery of goods or materials by one or more Acquired Companies Seller of an amount or value in excess of $50,00010,000; (ii) each Applicable Seller Contract that involves future performance of services or delivery of goods or materials to one or more Acquired Companies Seller of an amount or value in excess of $50,00010,000; (iii) each Applicable Seller Contract that was not entered into in the Ordinary Course of Business and that involves future expenditures or receipts of one or more Acquired Companies Seller in excess of $10,000; (iv) 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 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 a term of less than one year); (v) each licensing agreement Seller Contract with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person; (vii) each Applicable Seller Contract containing covenants that in any way purport to restrict the Seller's business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller to engage in any line of business or to compete with any Person; (viii) each Applicable Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Applicable Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages; (xi) each Applicable Seller Contract for capital expenditures in excess of $50,00025,000; (xii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; and (xiii) each amendment, supplement, 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter:3.20(b): (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable Contract identified or required to be identified in Part 3.17(a3.20 (a) of the Disclosure Letter 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.; (dii) each 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 (c) Except as set forth in Part 3.17(d) of the Disclosure Letter:3.20(c): (i) each Acquired Company Seller is, and at all times since its inception, has been, in full compliance with all applicable terms and requirements of each Applicable Seller Contract under which such Acquired Company has or had any obligation or liability or is being assumed by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundBuyer; (ii) To Seller's knowledge, each other Person that has or had any obligation or liability under any Applicable Seller Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times during the term of such Seller Contract, has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other 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 Seller Contract (other than loans made that is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank); andBuyer; (iv) no Acquired Company event has occurred or circumstance exists under or by virtue of any 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 given to or received from any other Person, at any timetime since its inception, 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 Applicable Contract (other than loans made which is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank)Buyer. (ed) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (fe) The Applicable Contracts Each Contract relating to the sale, design, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course of Business of Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part 3.17(aA. SCHEDULE 3.17(A) of the SoftDent Disclosure Letter Schedule contains a complete and accurate list, and NorthStar and NorthStar Bank Ceramco has delivered (other than agreements on standard forms, the forms of which have delivered or made available been provided pursuant to Buyer this Agreement) to PracticeWorks true and complete copies, of: (i) each Each Applicable SoftDent Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies Company of an amount or value annually in excess of $50,00025,000; (ii) each Each Applicable SoftDent Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies Company of an amount or value annually in excess of $50,00025,000; (iii) each Each Applicable SoftDent Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one or more Acquired Companies Company annually in excess of $10,00025,000; (iv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable SoftDent Contract affecting 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 aggregate payments annually of less than $25,000 and with terms of less than one (1) year); (v) each licensing agreement Each employment or other Applicable Contract consulting agreement, contract or commitment with respect to patents, trademarks, copyrights, any officer or other intellectual property, including agreements with current director or former employees, consultants, or contractors regarding senior management employee Company engaged solely in the appropriation or the non-disclosure of any of the Intellectual Property AssetsSoftDent Business; (vi) each Each joint venture, partnership, and other similar Applicable SoftDent Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person; (vii) each Each Applicable SoftDent Contract that is a joint marketing or development agreement under which Company has continuing obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any Applicable SoftDent Contract pursuant to which Company has continuing obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company and which may not be canceled without penalty upon notice of ninety (90) days or less; (viii) Each Applicable SoftDent Contract currently in force to provide source code to any third party for any product or technology that is material to the SoftDent Business; (ix) Each mortgage, indenture, guarantee, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit or granting any Encumbrance on any SoftDent Assets; (x) Each settlement agreement relating to the SoftDent Business entered into within two (2) years prior to the date of this Agreement; (xi) Each Applicable SoftDent Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company to engage in any line of business the SoftDent Business or to compete with any PersonPerson in the SoftDent Business; (viiixii) each Each Applicable SoftDent Contract providing for payments to with any stockholder of Ceramco or by any Person based on profitsof such stockholder's Affiliates (other than SoftDent LLC); (ixxiii) each Each Applicable SoftDent Contract under which Company has advanced or loaned any amount to any SoftDent Personnel (other than advances of expenses in the Ordinary Course of Business); (xiv) Each advertising services, e-commerce or other Applicable SoftDent Contract involving the promotion of products and services of third parties by Company; (xv) Each Applicable SoftDent Contract pursuant to which Company is obligated to provide maintenance, support or training for its services or products; (xvi) Each power of attorney relating to the SoftDent Business that is currently effective and outstanding; (xxvii) To Company's Knowledge, each Applicable SoftDent Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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 has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company has given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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(a3.20(a) of the Disclosure Letter contains a an accurate and complete and accurate list, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true (or attached to the Disclosure Schedule as required herein) accurate and complete copies, of: (i) backlog lists of Seller and Unique Fabrications, 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 (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies to Seller of an amount or value in excess of twenty-five thousand ($50,000; (ii25,000) 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 $50,000dollars; (iii) each Applicable Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one Seller or more Acquired Companies Unique Fabrications in excess of ten ($10,000) dollars; (iv) 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 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); (v) each licensing agreement Seller Contract with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person; (vii) each Applicable Seller Contract containing covenants that in any way purport to restrict the business Business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company Seller or any entity that is a Related Person of an Acquired Company Unique Fabrications to engage in any line of business or to compete with any Person; (viii) each Applicable Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller or Unique Fabrications that is currently effective and outstanding; (x) each Applicable Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller or Unique Fabrications to be responsible for consequential damages; (xi) each Applicable Seller Contract for capital expenditures in excess of twenty thousand ($50,00020,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; and (xiiixiv) each amendment, supplement, 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) 3.20(b), no director, officer or 5% shareholder of an Acquired Company Seller or member of Unique Fabrications has or may acquire any rights under, and no Acquired Company shareholder of Seller or member of Unique Fabrications has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, Business or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 discoveryAssets. (c) Except as set forth in Part 3.17(c3.20(c): (i) of the Disclosure Letter, each Applicable Seller Contract identified or required to be identified in Part 3.17(a3.20 (a) of the Disclosure Letter 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 termsterms 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 3.17(d) of the Disclosure Letter:3.20(d): (i) each Acquired Company Seller is, and at all times since December 31, 1999, has been, in full compliance with all applicable terms and requirements of each Applicable Seller Contract under which such Acquired Company has or had is being assumed by Buyer except where any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundnoncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Applicable Seller Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times since December 31, 1999, has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) to the Knowledge of Seller, 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 violation or breach Breach of, or give any Acquired Company Seller, Unique Fabrications, or other 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 Seller Contract (other than loans made that is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank); andBuyer; (iv) to the Knowledge of Seller, no Acquired Company event has given to occurred or received from circumstance exists under or by virtue of any other Person, at any time, any Seller Contract that (with or without notice or other communication (whether oral or writtenlapse of time) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to would cause the provision of services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission creation of any act alone or in concert with Encumbrance affecting any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.the Assets; and

Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter Schedule 5.15 contains a complete and accurate list, and NorthStar and NorthStar Bank have delivered or made available to Buyer true and complete copies, list of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies Bioauthorize of an amount or value in excess of $50,00010,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies Bioauthorize of an amount or value in excess of $50,00010,000; (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 Bioauthorize in excess of $10,000; (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 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); (v) 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 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 any Acquired Company Bioauthorize with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company Bioauthorize or any entity that is a Related Person Affiliate of an Acquired Company Bioauthorize or limit the freedom of any Acquired Company Bioauthorize or any entity that is a Related Person Affiliate of an Acquired Company Bioauthorize to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each power of attorney that is currently effective and outstanding; (xxi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Bioauthorize to be responsible for consequential damages; (xixii) each Applicable Contract for capital expenditures in excess of $50,00010,000; (xiixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company Bioauthorize other than in the Ordinary Course of Business; and (xiiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a. (xv) of the Disclosure Letter Schedule 5.15 sets forth reasonably complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, Contracts and the amount of the remaining commitment of the Acquired Companies Bioauthorize under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure LetterSchedule 5.15: (i) no directorofficer, officer director or shareholder who owns in excess of five percent (5% shareholder %) of an Acquired Company the capital stock of Bioauthorize (and no Related Person of the foregoing) has or nor may it acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired CompanyBioauthorize; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company Bioauthorize is bound by any contract or other arrangement 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 CompanyBioauthorize, or (B) assign to any Acquired Company Bioauthorize 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 LetterSchedule 5.15, each Applicable Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter 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 Part 3.17(d) of the Disclosure LetterSchedule 5.15: (i) each Acquired Company Bioauthorize is, and at all times since inception has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company Bioauthorize has or had any obligation or liability or by which such Acquired Company Bioauthorize or any of the assets owned or used by such Acquired Company Bioauthorize is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company Bioauthorize has or had any rights is, and at all times since inception has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give Bioauthorize or any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired Company Bioauthorize has not given to or received from any other Person, at any timetime 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Bioauthorize under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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(aSection 3.16(a) of the Disclosure Letter Schedule contains a complete and accurate list, and NorthStar and NorthStar Bank have the Company has delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) 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 $50,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies the Business of an amount or value in excess of $50,00025,000; (iiiii) each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of one or more Acquired Companies by the Business in excess of $10,00025,000; (iviii) 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 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); (viv) 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 nondisclosure 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 any Acquired Company the Business with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the its (or any of its Affiliates’) business activity of any Acquired Company or limit its (or any entity that is a Related Person of an Acquired Company or limit the its Affiliates’) freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,00025,000; (xiix) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company the Business other than in the Ordinary Course ordinary course of Businessbusiness; and (xiiixi) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) to To the Knowledge of the Acquired CompaniesCompany, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any contract or other arrangement 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 CompanyBusiness, or (B) assign to any Acquired 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) Each Contract of the Disclosure LetterCompany, each Applicable Contract including those identified or required to be identified in Part 3.17(aSection 3.16(a) of the Disclosure Letter Schedule, is in full force and effect and is valid and enforceable against the Company in accordance with its terms. (d) Except as set forth in Part 3.17(dSection 3.16(d) of the Disclosure LetterSchedule: (i) each Acquired the Company is, and at all times has been, in full compliance in all material respects with all applicable terms and requirements of each Applicable Contract under which such Acquired Company it has or had any obligation or liability or by which such Acquired Company it or any of the assets owned or used by such Acquired Company it is or was bound; (ii) to the Knowledge of the Company, each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) relating to the Business under which an Acquired and the Company has or had any rights is, and at all times has been, in full compliance in all material respects with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or or, to the Knowledge of the Company, other Person 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired the Company has not given to or received from any other Person, at Person any time, 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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 Letter Schedule 4.12 contains a complete and accurate listlist of, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true and complete copies, copies of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value in excess of US $50,000100,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies the Company of an amount or value in excess of US $50,000; (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 the Company in excess of US $10,00050,000; (iv) each leaseContract that cannot be cancelled without penalty and which creates a financial obligation on the part of the Company in excess of US $50,000; (v) each Contract pursuant to which any Encumbrance is created, rental granted or occupancy agreementincurred over the Shares, license, installment and conditional sale agreement, and other Applicable the Company or the property or assets of the Company; (vi) each Contract relating to indebtedness for borrowed money; (vii) each Contract affecting 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 aggregate payments of less than US $25,000 and with terms of less than one year); (vviii) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual propertyproperty owned, licensed or used by the Company, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of patents, trademarks, copyrights, or other intellectual property owned by the Intellectual Property AssetsCompany; (viix) each Contract relating to a joint venture, partnership, and partnership or other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person; (viix) each Applicable Contract required to be listed in Schedule 4.3(b); (xi) each Contract between or including the Company and an Affiliate; (xii) each Contract containing covenants that in any way purport to restrict the business activity of any Acquired the Company (or any entity that is a Related Person of an Acquired Company Affiliate thereof) or limit the freedom of any Acquired the Company (or any entity that is a Related Person of an Acquired Company Affiliate thereof) to engage in any line of business or to compete with any Person; (viiixiii) each Applicable Contract providing for payments containing covenants that in any way purport to restrict a change of Control or by any Person based on profitsownership of the Company; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000; (xiixiv) each written warranty, guaranty, and indemnity or other similar undertaking with respect to borrowed money or contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and (xiiixv) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(bNeither the Seller nor any Affiliate thereof (other than the Company) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has under or may become subject to any obligation or liability underunder and does not have the right to require or will not become subject to, any Applicable Material Contract or any other Contract that relates to the business of, or any of the property or assets owned owned, leased or used by, any Acquired the Company; and. (iic) With respect to each Material Contract: (i) to the Knowledge of Seller, the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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 legal, valid, binding and enforceable against the parties thereto in accordance with its terms; (ii) the Company is not in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default by the Company, or permit termination, modification or acceleration, under the Contract; (iii) to the Knowledge of Seller, each other party to the Contract other than the Company is not in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default by such other party, or permit termination, modification or acceleration, under the Contract; and (iv) no provision of the Contract has been repudiated by the Company or, to the knowledge of Seller, any other party thereto. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired The Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company has not given to or received from any other Person, at any timetime since January 1, 2014, any written notice or other written communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract (other than loans made by NorthStar Bank Material Contract, which violation, breach or deposits accepted by NorthStar Bank)default remains unresolved. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part Schedule 3.17(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value in excess of $50,00010,000 other than purchase orders received by the Company in the Ordinary Course of Business; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies the Company of an amount or value in excess of $50,00010,000 other than purchase orders placed by the Company in the Ordinary Course of Business; (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 the Company in excess of $10,000; (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 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); (v) 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 any Acquired the Company with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired the Company or any entity that is a Related Person Affiliate of an Acquired the Company or limit the freedom of any Acquired the Company or any entity that is a Related Person Affiliate of an Acquired the Company to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,00010,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and (xiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part Schedule 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning information adequate to identify such Applicable Contracts, including the date and parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ Company's office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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.[Intentionally Deleted] (c) Except as set forth in Part Schedule 3.17(c) of the Disclosure Letter), each Applicable Contract identified or required to be identified in Part Schedule 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 Schedule 3.17(d) of the Disclosure Letter:): (i) each Acquired to Sellers' Knowledge the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or used by such Acquired the Company is or was bound; (ii) to Sellers' Knowledge each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired the Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) to Sellers' 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 violation or breach of, or give any Acquired the Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired the Company has not given to or received from any other Person, Person at any time, 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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 Letter Schedule 5.15 contains a complete and accurate list, and NorthStar and NorthStar Bank have delivered or the Company has made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves or will involve performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00025,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies the Company during any twelve (12) month period of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00025,000; (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 $10,000Business; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement of the Company and each other Applicable Contract Contract, in each case affecting the ownership of, leasing ofownership, title to, use of, occupancy, 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 and with terms of less than one year); (v) each licensing agreement or of the Company and each other Applicable Contract Contract, in each case with respect to patents, trademarks, copyrights, or other intellectual propertyIntellectual Property, including agreements with current or former employeesEmployees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, collective bargaining agreement of the Company and each other Applicable Contract Contract, 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; (vii) each joint venture or partnership of the Company (however named) and each other Applicable Contract, in each case involving a sharing of profits, losses, costs, costs or liabilities Liabilities by any Acquired the Company with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired the Company or any entity that is a Related Person of an Acquired Company its Affiliates or limit the freedom of any Acquired the Company or any entity that is a Related Person of an Acquired Company its Affiliates to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixx) each power of attorney granted by or to the Company that is currently will be after the Closing, effective and outstanding; (xxi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages; (xixii) each Applicable Contract for capital expenditures in excess of $50,00025,000; (xiixiii) each Applicable Contract in effect presently or during the last twelve (12) months between the Company and its former or current Members, directors, officers and Employees; (xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance in excess of $25,000 extended by any Acquired Company the Company, other than in the Ordinary Course of Business; (xv) each severance agreement or similar arrangement that provides any obligations (absolute or contingent) for the Company or any other Person to make any payment to any officer, director, or Employee or shareholder of the Company after termination; and (xiiixvi) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(bSchedule 5.15, no Member (or any relation thereof) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company Member has or may become subject to to, any obligation or liability under, under any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 LetterSchedule 5.15, each Applicable Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter Schedule 5.15 is in full force and effect and is valid legal, valid, binding and enforceable in accordance with its termsterms against the Company and, to the Knowledge of the Company, against all of the parties thereto. (d) Except as set forth in Part 3.17(d) of the Disclosure LetterSchedule 5.15: (i) each Acquired the Company is, and at all times since the Company’s inception, has been, in full compliance with all applicable material terms and requirements of each Applicable Contract under which such Acquired Company has identified or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundrequired to be identified on Schedule 5.15; (ii) to the Knowledge of the Company, each other Person that has or had any obligation or liability Liability under any Applicable Contract (other than loans made by NorthStar Bank identified or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights required to be identified on Schedule 5.15 is, and at all times since the Company’s inception has been, in full compliance with all applicable material terms and requirements of such Applicable Contract; (iii) to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may in any material respect contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or any other 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 (other than loans made by NorthStar Bank identified or deposits accepted by NorthStar Bank)required to be identified on Schedule 5.15; and (iv) no Acquired the Company has not given to or received from any other Person, at any timetime since the Company’s inception, any written or, to the Knowledge of the Company, other notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential alleged material violation or breach of, or default under, any Applicable Contract (other than loans made by NorthStar Bank identified or deposits accepted by NorthStar Bank)required to be identified in Schedule 5.15. (e) There are no pending significant renegotiations of, attempts to renegotiate, or and there are no outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone by the Company or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation by the Company of any Legal Requirement.

Contracts; No Defaults. (a) Part 3.17(aSection 3.12(a) of the Sellers' Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank have delivered or made available to Buyer true and complete copies, oflist of each of the following Contracts which shall be deemed Material Contracts for purposes of this Agreement: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired the Companies of and their Subsidiaries in an amount or value in excess of $50,000;250,000 per year. (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired the Companies of and their Subsidiaries in an amount or value in excess of $50,000;250,000 per year. (iii) each Applicable Contract that was not entered into in relating to the Ordinary Course borrowing of Business money other than institutional note placement agreement and that involves expenditures or receipts credit agreement of one or more Acquired the Companies in excess and their Subsidiaries and other agreements with the holders of $10,000such indebtedness relating thereto; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, sales agreement and other Applicable Contract affecting 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 requiring expenditures of $25,000 or less for any single item in any year or aggregate payments of less than $25,000 50,000 over the term thereof, and with terms of less than one yearthree (3) years); (v) each licensing collective bargaining agreement or and other Applicable Contract to or with respect to patents, trademarks, copyrights, any labor union or other intellectual property, including agreements with current or former employee representative of a group of employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each material joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company the Companies and their Subsidiaries with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict in any material respect the business activity of any Acquired Company the Companies or their Subsidiaries (or any entity that is a Related Person of an Acquired Company Affiliate thereof) or limit the freedom of any Acquired Company the Companies and their Subsidiaries (or any entity that is a Related Person of an Acquired Company Affiliate thereof) to engage in any line of business or to compete with any Person;; and (viii) each other material Applicable Contract providing for payments to or by any Person based on profits; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are locatedContract. (b) Except as set forth in Part 3.17(bSection 3.12(b) of the Sellers' Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 LetterPrincipal Sellers, each Applicable Material 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 may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by the general principles of equity. (dc) Except as set forth in Part 3.17(dSection 3.12(c) of the Sellers' Disclosure Letter: (i) each Acquired Company is, of the Companies and at Subsidiaries is in material compliance in all times has been, in full compliance material respects with all applicable terms and requirements of each Applicable Material Contract under to which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company it is or was bounda party; (ii) to the Knowledge of the Principal Sellers, each other Person that has or had which is a party to any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights isMaterial Contract, and at all times has been, is in full material compliance with all applicable terms and requirements of such Applicable Material Contract; (iii) no event has occurred and is continuing or circumstance exists on the part of the Companies and their Subsidiaries or, to the Knowledge of the Principal Sellers, on the part of any other party to a Material Contract, that (with or without notice or lapse of time) may would reasonably be expected to contravene, conflict with, with or result in a material violation or breach of, or give any Acquired Company of the Companies or their Subsidiaries or any other Person the right to declare a default or exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Material Contract; and (iv) no Acquired Company to the Knowledge of the Principal Sellers, none of the Companies or their Subsidiaries has given to or received from any other Person, at any time, any notice or other communication (whether oral orally with specificity or written) regarding which a reasonable person would understand as asserting any actual, alleged, possible, actual or potential alleged violation or breach of, or default under, any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Material Contract. (ed) There To the Knowledge of the Principal Sellers, the Companies and their Subsidiaries are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate not currently renegotiating any material amounts paid or payable to any Acquired Company the Companies or their Subsidiaries under current or completed Applicable Material Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiationPerson. (fe) The Applicable copies of the Material Contracts relating to the provision of services by the Acquired Companies which have been entered into delivered to Buyer are, except as redacted, true and correct copies of such Material Contracts as presently 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 any consideration having been paid or promised, that is or would be in violation of any Legal Requirementeffect.

Contracts; No Defaults. (a) Part 3.17(aSchedule 3.20(a) of the Disclosure Letter contains a an accurate and complete and accurate list, and NorthStar and NorthStar Bank Company, Suzhou and, with respect to the Franklin Street Property or the Business, E122 , have delivered or made available to Buyer true accurate and complete copies, except as specifically contemplated below, (which Schedule separately indicates and discloses which Contracts relate to the Business or Assets and which Contracts do not relate to the Business or Assets), of: (i) each Applicable Company Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies any Seller of an amount or value in excess of $50,000; (ii) each Applicable Company Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies any Seller of an amount or value in excess of $50,000; (iii) each Applicable Company Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one or more Acquired Companies any Seller in excess of $10,00050,000; (iv) 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, 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 a term of less than one year); (v) each licensing agreement Company Contract with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint venture, partnership, and other Applicable Company Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person; (vii) each Applicable Company Contract containing covenants that in any way purport to restrict the any Seller’s business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller to engage in any line of business or to compete with any Person; (viii) each Applicable Company Contract with a value in excess of $50,000 providing for the indemnification, hold harmless or defense by any Seller of any Person; (ix) each Company Contract with a value in excess of $50,000 providing for the nondisclosure or maintenance of confidentiality by any Seller Party with respect to information (proprietary or otherwise) of any Person; (x) each Company Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixxi) each power of attorney of any Seller that is currently effective and outstanding; (xxii) each Applicable Company Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages; (xixiii) each Applicable Company Contract for capital expenditures in excess of $50,000; (xiixiv) each Company Contract not denominated in U.S. dollars that is valued in excess of $50,000(USD); (xv) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in Seller and related to the Ordinary Course of Business; and (xiiixvi) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(aSchedule 3.20(a) of the Disclosure Letter sets forth reasonably complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, and with respect to Subsections (i) and (ii) above, the amount of the remaining commitment of the Acquired Companies respective Seller under the Applicable Contracts, Contracts and the Acquired Companies’ location of the respective Seller’s office where details relating to the Applicable Contracts are located. Notwithstanding the foregoing, disclosure with respect to the Retained Business is limited to the information specified in Schedule 3.20(a). (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no directorSchedule 3.20(b), officer neither Shareholder nor any other shareholder or 5% shareholder of an Acquired Company equity owner has or may acquire any rights under, and no Acquired Company neither Shareholder nor any other shareholder or equity owner has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business ofof any Seller, the Business or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 discoveryAssets. (c) Except as set forth in Part 3.17(cSchedule 3.20(c): (i) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.17(aSchedule 3.20(a) of the Disclosure Letter 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; (ii) each Contract identified or required to be identified in Schedule 3.20(a) and which is being assigned to or assumed by Buyer is assignable by the Seller that is party to such Contract to Buyer without the consent of any other Person; and (iii) to the Knowledge of each Seller Party, no Contract identified or required to be identified in Schedule 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, condition (financial or otherwise) or prospects of any Seller or the business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter:Schedule 3.20(d): (i) each Acquired Company Seller is, and at all times has been, in full compliance with all applicable material terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or is being assumed by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundBuyer; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times has been, in full compliance with all applicable material terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other 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 (other than loans made that is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank); andBuyer; (iv) no Acquired Company event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets other than the Permitted Encumbrances; and (v) no Seller has given to or received from any other Person, at any time, 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 Applicable Contract (other than loans made which is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank)Buyer. (e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts Each Contract relating to the sale, design, manufacture or provision of products or services by the Acquired Companies have Company or Suzhou has been entered into in the Ordinary Course of Business of Company or Suzhou, as the case may be, and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part Section 3.17(a) of the Disclosure Letter contains a complete and accurate list, including the parties to the contract and, with respect to the contracts disclosed pursuant to subsection (a)(i) below, the remaining contract ceiling and NorthStar funded backlog of each such contract, and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value in excess of $50,000100,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies the Company of an amount or value in excess of $50,000100,000; (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 by the Company in excess of $10,00050,000; (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 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); (v) each licensing agreement or other Applicable Contract Contract, other than licensing agreements with respect to commonly available software programs with a value, in the aggregate, of less than $50,000 under which the Company is the licensee, 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; (vivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired the Company or any entity that is a Related Person Affiliate of an Acquired the Company or limit the freedom of any Acquired the Company or any entity that is a Related Person Affiliate of an Acquired the Company to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each power of attorney that is currently effective and outstanding; (xxi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages; (xixii) each Applicable Contract for capital expenditures in excess of $50,000; (xiixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of BusinessCompany; and (xiiixiv) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part Section 3.17(b) of the Disclosure Letter: (i) None of the Sellers (and no director, officer or 5% shareholder Related Person of an Acquired Company Seller) has or may acquire any rights under, and no Acquired Company under or has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any contract or other arrangement 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 the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except To Sellers' Knowledge, except as set forth in Part Section 3.17(c) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part Section 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 Section 3.17(d) of the Disclosure Letter: (i) each Acquired the Company is, and at all times since the date of the respective Contract (including any Contracts which have been superseded by the present Contracts) (A) has been, in full compliance in all material respects with all applicable terms and requirements of each Applicable Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or used by such Acquired the Company is or was bound, (B) has complied in all respects with all Legal Requirements pertaining to each Contract, and (C) any representations and certifications executed, acknowledged or set forth in or pertaining to each Contract were complete and correct in all material respects as of their effective date; (ii) to Sellers' Knowledge, each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired the Company has or had any rights is, and at all times since the inception of such contract has been, in full compliance with all applicable material terms and requirements of such Applicable Contract; (iii) 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 any Acquired the Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired the Company since the date of the respective Contract (including any Contracts which have been superseded by the present Contracts), has not given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)material Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company 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 any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. To Sellers' Knowledge, all active delivery orders under all such Contracts can be completed at a profit, within the time specified therein, utilizing only personnel now employed by and (other than the purchase of inventory in the Ordinary Course of Business)assets now owned by the Company. (g) Except as set forth in Section 3.17(g) of the Disclosure Letter: (A) the Company has complied with all terms and conditions of each Government Contract or Government Subcontract in all material respects, (B) the Company has complied in all respects with 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 respects as of their effective date and the Company has complied in all 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 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; (A) neither the Company nor any of its directors, officers or employees, or, to the Sellers' Knowledge, its 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 (5) 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) 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 Section 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; and (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) Part 3.17(aSchedule 3.20(a) of the Disclosure Letter contains a an accurate and complete and accurate list, and NorthStar and NorthStar Bank have delivered or Seller has made available to Buyer true accurate and complete copies, of: (i) each Applicable Seller Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies Seller of an amount or value in excess of $50,000; (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies Seller of an amount or value in excess of $50,000; (iii) each Applicable Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one or more Acquired Companies Seller in excess of $10,000; (iv) 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 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 a term of less than one year); (v) each licensing agreement Seller Contract with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint ventureSeller 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, partnership, and other Applicable 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 any Acquired Company Seller with any other Person; (viiix) each Applicable Seller Contract containing covenants that in any way purport to restrict the Seller’s business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller to engage in any line of business or to compete with any Person; (viiix) each Applicable Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixxi) each power of attorney of Seller that is currently effective and outstanding; (xxii) each Applicable Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages; (xixiii) each Applicable Seller Contract for capital expenditures in excess of $50,00025,000; (xiixiv) each Seller Contract not denominated in U.S. dollars in excess of $25,000; (xv) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; (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 that 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 that establishes or relates to a joint venture or partnership involving Seller; (xix) each Contract that 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 Seller Contract for the purposes of this Agreement); and (xiiixxiii) each material amendment, supplement, 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) Schedule 3.20(b), no director, officer or 5% shareholder of an Acquired Company Shareholder has or may acquire any rights under, and no Acquired Company has or may become subject to under any obligation or liability under, any Applicable Contract that relates to the business of, Business or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 discoveryPurchased Assets. (c) Except as set forth in Part 3.17(cSchedule 3.20(c): (i) of the Disclosure Letter, each Applicable Assigned 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; and (ii) each Assigned Contract is assignable by Seller to Buyer without the consent of any other Person. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter:on Schedule 3.20(d): (i) each Acquired Company Seller is, and at all times has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundSeller Contract; (ii) to the Knowledge of Seller each other Person that has or had any obligation or liability under any Applicable Seller Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) to the Knowledge of Seller no event has occurred or circumstance exists that (with or without notice or lapse after the expiration of timeany applicable cure period) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); andSeller Contract; (iv) no Acquired Company event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or after the expiration of any applicable cure period ) would cause the creation of any Encumbrance affecting any of the Purchased Assets; and (v) Seller has not given to or received from any other Person, at any time, Person 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Assigned Contract. (e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts Each Contract relating to the sale, design, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course of Business of Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) 3.16.1 Part 3.17(a) 3.16 of the Disclosure Letter contains Schedule sets forth a complete and accurate list, list and NorthStar and NorthStar Bank have RTI has delivered or made available to Buyer IPI true and complete copies, ofof all of the contracts of RTI described below and currently in effect: (ia) each Applicable Contract (other than loans) any contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies RTI of an aggregate amount or value in excess of $50,00015,000 per annum; (iib) 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 any contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one or more Acquired Companies RTI in excess of $10,00015,000 per annum; (ivc) each any contract related to any lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract contract affecting 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 aggregate payments of less than $25,000 15,000 per annum and with terms of less than one year); (vd) each licensing agreement or other Applicable Contract any contract with respect to patents, trademarks, copyrights, or other intellectual propertyRTI's Intellectual Property Assets, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the RTI's Intellectual Property Assets; (vie) each any contract with respect to any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (f) any joint venture, partnership, and other Applicable Contract contract (however named) involving a RTI sharing of any profits, losses, costs, or liabilities by any Acquired Company with any other Person; (viig) each Applicable Contract any contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company RTI or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company RTI to engage in any line of business or to compete with any PersonPerson in any geographical area; (viiih) each Applicable Contract any contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixi) each any power of attorney that is currently effective and outstanding; (xj) each Applicable Contract entered into any contract for capital expenditures in excess of $15,000 per annum; (k) any contract involving financing or borrowing of money, or evidencing indebtedness, any liability for borrowed money, any obligation for the deferred purchase price of any property in excess of $15,000 per annum, other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damagesBusiness; (xil) each Applicable Contract for capital expenditures in excess of $50,000any contract with any Governmental Body; (xiim) each any contract with or between the Shareholders; (n) any written warranty, guaranty, and or and/or other similar undertaking with respect to contractual performance extended by any Acquired Company RTI other than in the Ordinary Course of Business; and; (xiiio) each any amendment, supplement, and modification (whether oral or written) in writing with respect of any of the foregoing. ; excluding end-user licenses and reseller agreements, the forms of which shall be provided by RTI to IPI (each contract set forth in Part 3.17(a) 3.16 of the Disclosure Letter sets forth Schedule, an "Applicable Contract" and collectively, the "Applicable Contracts"). Part 3.16 also includes a reasonably complete details concerning such description of the Applicable Contracts, including the identities of the parties to the each Applicable ContractsContract, the amount of the RTI's remaining commitment of the Acquired Companies under the each Applicable Contracts, Contract and the Acquired Companies’ RTI's office where details relating to the concerning each Applicable Contracts Contract are located. (b) 3.16.2 Except as set forth in Part 3.17(b) 3.16 of the Disclosure LetterSchedule: (ia) no director, officer or 5% shareholder neither Shareholder (nor any related Person of an Acquired Company either Shareholder) has or may acquire any rights under, and no Acquired Company neither Shareholder has or may become subject to any obligation or liability under, any Applicable Contract contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; andRTI; (iib) to the Knowledge of RTI and the Acquired CompaniesShareholders, no officer, director, agent, employee, consultant, or contractor of any Acquired Company RTI is bound by any contract or other arrangement 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 CompanyRTI, or (B) assign to any Acquired Company RTI 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 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 (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) Except as set forth RTI is in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times has been, in full material compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company RTI has or had any obligation or liability or by which such Acquired Company RTI or any of the assets owned or used by such Acquired Company RTI is or was bound; (iie) to the Knowledge of RTI and the Shareholders, each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company RTI has or had any rights is, and at all times has been, is in full material compliance with all applicable terms and requirements of such Applicable Contractcontract; (iiif) to the Knowledge of RTI and the Shareholders, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company RTI or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); andContract; (ivg) no Acquired Company to the Knowledge of RTI and the Shareholders, RTI has not given to or received from any other Person, Person at any time, 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (eh) There there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to RTI under any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) Contract with any Person and, and no such Person has made written demand for such renegotiation.; and (fi) The Applicable Contracts all contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies RTI 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 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(aSchedule 2.1(e) of the Disclosure Letter contains a an accurate and complete and accurate list, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true accurate and complete copies, of: (i) each Applicable Seller Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies Seller of an amount or value in excess of $50,00010,000; (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies Seller of an amount or value in excess of $50,00010,000; (iii) each Applicable Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one or more Acquired Companies Seller in excess of $10,000; (iv) 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 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 a term of less than one year); (v) each licensing agreement Seller Contract with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person; (vii) each Applicable Seller Contract containing covenants that in any way purport to restrict the Seller’s business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller to engage in any line of business or to compete with any Person; (viii) each Applicable Seller Contract providing for payments to or by any Person based on sales, purchases or profits;, other than direct payments for goods; Table of Contents (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Applicable Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages; (xi) each Applicable Seller Contract for capital expenditures in excess of $50,00010,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; and (xiiixiv) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(aSchedule 2.1(e) of the Disclosure Letter sets forth reasonably complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies Seller under the Applicable Contracts, Contracts and the Acquired Companies’ location of Seller’s office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part on Schedule 3.17(b) of the Disclosure Letter:): (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable Contract identified or required to be identified in Part 3.17(aon Schedule 2.1(e) of the Disclosure Letter 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; (ii) each Contract identified or required to be identified on Schedule 2.1(e) 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 Contract identified or required to be identified on Schedule 2.1(e) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a material adverse affect on the business, assets or condition of Seller or the business to be conducted by Buyer with the Assets. (dc) Except as set forth in Part 3.17(d) of the Disclosure Letter:on Schedule 3.17(c): (i) each Acquired Company Seller is, and at all times since January 1, 2008, has been, in full compliance with all applicable terms and requirements of each Applicable Seller Contract under which such Acquired Company has or had any obligation or liability or is being assumed by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundBuyer; (ii) each other Person that has or had any obligation or liability under any Applicable Seller Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times since January 1, 2008, Table of Contents has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other 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 Seller Contract (other than loans made that is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank); andBuyer; (iv) no Acquired Company event has occurred or circumstance exists under or by virtue of any 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 given to or received from any other Person, at any timetime since January 1, 2008, 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 Applicable Contract (other than loans made which is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank)Buyer. (ed) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (fe) The Applicable Contracts Each Contract relating to the sale, design, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course of Business of Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank have Xxxxxxxxxx has delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) 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 $50,00020,000; (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 $50,00020,000; (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 $10,00020,000; (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 in, any real or immoveable or personal or moveable property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 20,000 and with terms of less than one year); (v) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including material 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, collective bargaining agreement and other Applicable Contract (however named) involving a sharing of profits, losses, costs, to or liabilities by any Acquired Company with any labor union or other Personemployee representative of a group of employees; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on profits; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000; (xiiviii) each written warrantyall other Applicable Contracts which individually or aggregated together are material to the business, guarantyassets, and results of operations, condition (financial or other similar undertaking with respect to contractual performance extended by any otherwise), or prospects of the Acquired Company other than in the Ordinary Course of BusinessCompanies considered as a whole; and (xiiiix) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no directorSeller, officer or 5% shareholder and no Related Person of an Acquired Company any Seller, has or may acquire any rights under, and no Acquired Company Seller has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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 has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has identified or had any obligation or liability or by which such Acquired Company or any required to be identified in Part 3.17(a) of the assets owned or used by such Acquired Company is or was boundDisclosure Letter; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank identified or deposits accepted by NorthStar Bankrequired to be identified in Part 3.17(a) under which an Acquired Company has or had any rights is, and at all times has beenof the Disclosure Letter, in full compliance with all applicable terms and requirements of such Applicable Contract;; and (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, or terminate, or modify, any Applicable Contract (other than loans made by NorthStar Bank identified or deposits accepted by NorthStar Bank)required to be identified in Part 3.17(a) of the Disclosure Letter; and (iv) no Acquired Company has given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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(aAll Seller Contracts (other than Excluded Assts) are, or prior to Closing will be, held by a Targeted Subsidiary and such subsidiary will have all rights of the Disclosure Letter Seller or any Seller Subsidiary thereunder. Schedule 3.20(a) contains a an accurate and complete and accurate list, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true accurate and complete copies, of: (i) each Applicable Seller Contract (other than loans) that involves performance of services by Seller, relating to the Business, or delivery of goods or materials by one or more Acquired Companies the Targeted Subsidiaries, of an amount or value in excess of Twenty-five Thousand dollars ($50,00025,000); (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to one Seller or more Acquired Companies the Targeted Subsidiaries of an amount or value in excess of Twenty-five Thousand dollars ($50,00025,000); (iii) each Applicable Seller Contract that was not entered into in the Ordinary Course of Business of the Business and that involves expenditures or receipts of one or more Acquired Companies Seller in excess of Twenty-five Thousand dollars ($10,00025,000); (iv) 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 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 dollars ($25,000 25,000) and with terms a term of less than one year); (v) each licensing agreement Seller Contract with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person, including any broker or administrative fee agreement; (vii) each Applicable Seller Contract containing covenants that in any way purport to restrict the business Business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company Seller or any entity that is a Related Person of an Acquired Company the Targeted Subsidiaries to engage in any line of business or to compete with any PersonPerson or that would limit the freedom of the Targeted Subsidiaries or Buyer to engage in any line of business or compete with any Person following the Effective Time.; (viii) each Applicable Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that relates to the Business or the Targeted Subsidiaries that is currently effective and outstanding; (x) each Applicable Seller Contract entered into other than in the Ordinary Course of Business of the Business that contains or provides for an express undertaking by any Acquired Company Seller or the Targeted Subsidiaries to be responsible for consequential damages; (xi) each Applicable Seller Contract for capital expenditures in excess of Twenty-five Thousand dollars ($50,00025,000); (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company the Targeted Subsidiaries or Seller other than in the Ordinary Course of Business of the Business; and (xiiixiv) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(aSchedule 3.20(a) of the Disclosure Letter sets forth reasonably complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies Targeted Subsidiaries or Seller under the Applicable Contracts, Contracts and the Acquired Companies’ location of Seller’s office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(bSchedule 3.20(b), no Related Person of Seller (other than a Targeted Subsidiary) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company Related Person of Seller (other than a Targeted Subsidiary) has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, Business or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 discoveryAssets. (c) Except as set forth in Part 3.17(cSchedule 3.20(c): (i) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.17(aSchedule 3.20(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; (ii) each Contract identified or required to be identified in Schedule 3.20(a) is assignable, to the extent necessary to transfer the rights thereto, by Seller to Buyer or the Targeted Subsidiaries as contemplated by this Agreement or the Contribution Agreement without the Consent of any other Person; and (iii) to the Knowledge of Seller, no Contract identified or required to be identified in Schedule 3.20(a) will upon completion or performance of the transactions contemplated herein have a Material Adverse Change. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter:Schedule 3.20(d): (i) Seller and each Acquired Company Targeted Subsidiary is, and at all times since December 31, 2005 has been, in full compliance in all material respects with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundSeller Contract; (ii) each other Person that has or had any obligation or liability Liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights isSeller Contract, and at all times since December 31, 2005, has been, in full compliance in all material respects with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may has, will, or could reasonably be expected to, contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller, the Targeted Subsidiaries or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); andSeller Contract; (iv) no Acquired Company event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets or the Business; and (v) neither Seller nor the Targeted Subsidiaries have given to or received from any other Person, at any timetime since December 31, 2005, 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Seller Contract. (e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller or any Acquired Company Targeted Subsidiary under current or completed Applicable Seller Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies have Each Seller Contract has been entered into in the Ordinary Course of Business of the Business and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part 3.17(a) 3.18 of the Newco's Disclosure Letter contains a complete and accurate listlist as of the date hereof, and NorthStar and NorthStar Bank have Newco has delivered or made available to Buyer Parent true and complete copies, copies of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one Company or more Acquired Companies any of its Subsidiaries of an amount or value in excess of $50,000500,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one Company or more Acquired Companies any of its Subsidiaries of an amount or value in excess of $50,000500,000; (iii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one Company or more Acquired Companies any of its Subsidiaries in excess of $10,000500,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement and other Applicable Contract affecting 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 aggregate payments of less than $25,000 500,000 and with terms of less than one year); (v) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by Company or any Acquired Company of its Subsidiaries with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company its Subsidiaries or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company its Subsidiaries to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney by Company or any of its Subsidiaries that is currently effective and outstanding; (x) each material Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Company or any Acquired Company of its Subsidiaries to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000500,000; (xii) each written warranty, guaranty, and guaranty or other similar undertaking with respect to contractual performance extended by Company or any Acquired Company of its Subsidiaries other than in the Ordinary Course of Business; and; (xiii) each material Applicable Contract to which Company is a party containing a change of control provision; and (xiv) each material amendment, supplement, 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) 3.18 of the Newco's Disclosure Letter:, (i) no directorneither Newco nor any Related Person of Newco (except for those Persons that will, officer or 5% shareholder immediately after the Effective Time, be Subsidiaries of an Acquired Company the Surviving Corporation) has or may acquire any rights under, and no Acquired Company or has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, Company or any Acquired Companyof its Subsidiaries; and (ii) to the Knowledge of the Acquired CompaniesCompany, no officer, director, agent, employee, consultant, consultant or contractor of Company or any Acquired Company of its Subsidiaries is bound by any contract or other arrangement Contract that purports to limit the ability of such officer, director, agent, employee, consultant, consultant or contractor to (A) engage in or continue any conduct, activity, activity or practice relating to the business of Company or any Acquired Company, of its Subsidiaries or (B) assign to Company any Acquired Company of its Subsidiaries or to any other Person any rights to any invention, improvement, improvement or discovery. (c) Except as set forth in Part 3.17(c3.18 of Newco's Disclosure Letter, (i) as of the Disclosure Letterdate hereof, each Applicable Contract identified or required to be identified in Part 3.17(a) 3.18 of the Newco's Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.terms (except for those that will expire or terminate pursuant to the terms thereof between the date hereof and the Closing Date); (dii) Except Company and each of its Subsidiaries are in material compliance with all applicable terms and requirements of each material Applicable Contract; (iii) as set forth in Part 3.17(d) of the Disclosure Letter: (i) date hereof, each Acquired Company other Person that has or has had any obligation or liability under any material Applicable Contract is, and at all times has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full material compliance with all applicable terms and requirements of such Applicable Contract; (iiiiv) as of the date hereof, no event has occurred or circumstance exists with respect to which any member of the Company Knowledge Group has preliminarily concluded that such event or circumstance (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give Company, any Acquired Company of its Subsidiaries or any other 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 material Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (ivv) no Acquired neither Company nor any of its Subsidiaries has given to or received from any other Person, Person at any time, time any notice or other communication (whether oral (that is credible) or written) regarding any actual, alleged, possible, possible or potential violation or breach of, of or default under, any material Applicable Contract (other than loans made by NorthStar Bank Company or deposits accepted by NorthStar Bank)any of its Subsidiaries. (ed) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Company or any Acquired Company of its Subsidiaries under any current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) material Contract with any Person and, to the Knowledge of Company, no such Person has made written demand for Threatened any such renegotiation. (fe) The Applicable Contracts relating to the sale, design, manufacture or provision of products or services by the Acquired Companies Company or any of its Subsidiaries 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 any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.the

Contracts; No Defaults. (a) Part No Seller Contract that is in effect as of the date of this Agreement or on the Closing Date and is described in clauses (i)-(xiv) of the following sentence contains obligations that, if performed by Sellers, would result in a Material Adverse Effect on the Canadian Seller or the US Seller. As of the date of this Agreement, Section 3.17(a) of the Seller Disclosure Letter contains a Schedules contains, and as of the Closing Date Section 3.17(a) of the Seller Disclosure Schedules will contain, an accurate and complete and accurate (except for the Nabors Contract, which is separately the subject of Section 3.17(d)) list, and NorthStar and NorthStar Bank Sellers will have delivered or made available to Buyer true accurate and complete copies, of: (i) each Applicable Seller Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies any Seller of an amount or value in excess of $50,00050,000 or has a remaining term of more than one (1) year; (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies any Seller of an amount or value in excess of $50,00025,000 or has a remaining term of more than one (1) year; (iii) each Applicable Seller Contract that was not entered into in the Ordinary Course ordinary course of either Business consistent with past practices and that (A) involves expenditures or receipts of one or more Acquired Companies any Seller in excess of $10,00025,000 or (B) has a remaining term of more than one (1) year, and is not subject to termination without penalty; (iv) 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 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 a term of less than one year); (v) each licensing agreement Seller Contract involving sales agency, sales representation, distributorship 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 Assetsfranchise arrangements; (vi) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person; (vii) each Applicable Seller Contract containing covenants that in restrict any way purport to restrict the Seller's business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company such Seller to engage in any line of business or to compete with any Person; (viii) each Applicable Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods or services; (ix) each power of attorney of any Seller relating to either Business or the Assets that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Seller Contract for capital expenditures in excess of $50,00025,000; (xi) each Seller Contract not denominated in U.S. or Canadian dollars; (xii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller with respect to either Business other than in the Ordinary Course ordinary course of Business; andsuch Business consistent with past practices; (xiii) each Bid that involves the performance of services or delivery of goods or materials by any Seller of an amount of value in excess of $50,000; and (xiv) each amendment, supplement, 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part Section 3.17(b) of the Seller Disclosure LetterSchedules: (i) no director, officer each Seller Contract or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable Contract Bid identified or required to be identified in Part Section 3.17(a) of the Seller Disclosure Letter Schedules or which is to be assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms; (ii) each Seller Contract or Bid identified or required to be identified in Section 3.17(a) of the Seller Disclosure Schedules or which is being assumed by Buyer under this Agreement is assignable by the applicable Seller to Buyer without the Consent of any other Person, except as disclosed in or pursuant to Section 3.2(c); and (iii) each Seller Contract or Bid identified or required to be identified in Section 3.17(a) of the Seller Disclosure Schedules or which is being assumed by Buyer under this Agreement is expected to produce a positive profit margin for Sellers, unless otherwise indicated in Section 3.17(a) of the Seller Disclosure Schedules. (dc) Except as set forth in Part 3.17(dSection 3.17(c) of the Seller Disclosure LetterSchedules: (i) each Acquired Company is, and at all times has been, Seller is in full compliance with all applicable terms and requirements of each Applicable Seller Contract under which such Acquired Company has or had any obligation or liability or is being assumed by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundBuyer; (ii) no Seller has released any of its rights under a Seller Contract which is being assumed by Buyer; (iii) to Sellers' Knowledge, each other Person that has or had any obligation or liability under any Applicable Seller Contract (other than loans made which is being assumed by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, Buyer is in full compliance with all applicable terms and requirements of such Applicable Seller Contract; (iiiiv) to Sellers' Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may would reasonably be expected to contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other 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 Seller Contract that is being assigned to or assumed by Buyer; (v) 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 (other than a Permitted Encumbrance) affecting any of the Assets; and (vi) there is no Seller Contract listed in Section 3.17(a) of the Seller Disclosure Schedules to be assumed by Buyer on which Sellers are behind schedule with respect to the timely delivery of any products or services. (d) Section 3.17(d) of the Seller Disclosure Schedules sets forth, with respect to the Nabors Contract, a complete and accurate list of (i) all agreements, documents and instruments comprising the Nabors Contract (including without limitation all change orders issued or otherwise agreed to by Sellers), (ii) all products and services of each Business to be delivered or performed by Sellers under the Nabors Contract, (iii) the price for each of the 20 rigs delivered or to be delivered under the Nabors Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bankthe optional, additional 40 rigs which are indicated in the "Purchase Order Detail" listed in Section 3.17(d) of the Seller Disclosure Schedules) (the "Specified Nabors Rigs"); and , (iv) no Acquired Company has given the delivery date of each of the Specified Nabors Rigs delivered or to or be delivered under the Nabors Contract, (v) all payments received from Nabors Corporate Services (or any other Person, at any time, any notice Affiliate thereof) in respect of each of the Specified Nabors Rigs delivered or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable to be delivered under the Nabors Contract (other than loans made by NorthStar Bank including any customer deposits and prepayments), and (vi) Sellers' actual or deposits accepted by NorthStar Bank)anticipated production costs with respect to each of the Specified Nabors Rigs. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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(a2.9(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar Quindeca and NorthStar Bank Short have delivered or made available to Buyer Choice true and complete copies, ofof each of the following that are currently in effect: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies Quindeca of an amount or value in excess of $50,00010,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies Quindeca of an amount or value in excess of $50,00010,000; (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 by Quindeca in excess of $10,0005,000; (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 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); (v) 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 employment agreement, collective bargaining agreement and other Applicable Contract to or with any employee, 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 any Acquired Company Quindeca with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company Quindeca or any entity that is a Related Person Affiliate of an Acquired Company Quindeca or limit the freedom of any Acquired Company Quindeca or any entity that is a Related Person Affiliate of an Acquired Company Quindeca to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each power of attorney that is currently effective and outstanding; (xxi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Quindeca to be responsible for consequential damages; (xixii) each Applicable Contract for capital expenditures in excess of $50,0005,000; (xiixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company Quindeca other than in the Ordinary Course of Business; and (xiiixiv) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% No shareholder of an Acquired Company Quindeca (and no Related Person of any shareholder) has or may acquire any rights under, and no Acquired Company shareholder has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 discoveryQuindeca. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Applicable Each Contract identified or required to be identified in Part 3.17(a2.9(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its termseffect. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company Quindeca is, and at all times since January 1, 1994 has been, in full compliance in all material respects with all applicable terms and requirements of each Applicable Contract under which such Acquired Company it has or had any obligation or liability or by which such Acquired Company it or any of the assets owned or used by such Acquired Company it is or was bound; (ii) each . Each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company Quindeca has or had any rights is, and at all times since January 1, 1994 has been, in full compliance in all material respects with all applicable terms and requirements of such Applicable Contract; (iii) 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 of, or breach of, or give Quindeca or any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company Contract. Quindeca has not given to or received from any other Person, at any timetime 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Quindeca under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Quindeca 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 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 Letter Schedule contains a complete and accurate list, and NorthStar and NorthStar Bank have Valley has delivered or made available to the Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) Contract, if any, that involves performance of services or delivery of goods or materials by one Valley or more Acquired Companies any of its Subsidiaries of an amount or value in excess of $50,000;25,000 (ii) each Applicable Contract Contract, if any, that involves performance of services or delivery of goods or materials to one Valley or more Acquired Companies any of its Subsidiaries of an amount or value in excess of $50,000;25,000 (iii) each Applicable Contract Contract, if any, that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one Valley or more Acquired Companies any of its Subsidiaries in excess of $10,000;25,000 (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract Contract, if any, affecting 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 aggregate payments of less than $25,000 and with terms of less than one year); (v) each licensing agreement or other Applicable Contract Contract, if any, 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, if any, 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) ), if any, involving a sharing of profits, losses, costs, or liabilities by Valley or any Acquired Company of its Subsidiaries with any other Person; (viiviii) each Applicable Contract Contract, if any, containing covenants that in any way purport to restrict the business activity of any Acquired Company Valley or any entity that is a Related Person of an Acquired Company its Subsidiaries or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company them to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract Contract, if any, providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each power of attorney attorney, if any, that is currently effective and outstanding; (xxi) each Applicable Contract Contract, if any, entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Valley or any Acquired Company of its Subsidiaries to be responsible for consequential damages; (xixii) each Applicable Contract Contract, if any, for capital expenditures in excess of $50,00010,000; (xiixiii) each written warranty, guaranty, and or other similar undertaking undertaking, if any, with respect to contractual performance extended by Valley or any Acquired Company of its Subsidiaries other than in the Ordinary Course of Business; and (xiiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the The Disclosure Letter Schedule sets forth reasonably complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies Valley or its Subsidiary under the Applicable Contracts, Contracts and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure LetterSchedule: (i) no director, officer or 5% shareholder Shareholder (and no Related Person of an Acquired Company any Shareholder) has or may acquire any rights under, and no Acquired Company Shareholder has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, Valley or any Acquired CompanySubsidiary; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of Valley or any Acquired Company of its Subsidiaries is bound by any contract or other arrangement 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 Valley or any Acquired CompanySubsidiary, or (B) assign to Valley or any Acquired Company Subsidiary 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 identified or required to be identified in Part 3.17(a) of the Disclosure Letter Schedule is in full force and effect and is valid and enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws of general application affecting the rights of creditors and (ii) applicable laws and regulations and principles of equity which may restrict the enforcement of certain remedies or the availability of certain equitable remedies. (d) Except as set forth in Part 3.17(d) of the Disclosure LetterSchedule: (i) to the Knowledge of the Shareholders, Valley and each Acquired Company of its Subsidiaries is, and at all times since its formation has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which Valley or any such Acquired Company Subsidiary has or had any obligation or liability or by which Valley or such Acquired Company Subsidiary or any of the assets owned or used by such Acquired Company any of them is or was bound, except where such failure to comply would not have a material adverse effect on it; (ii) to the Knowledge of the Shareholders, each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company Valley or any of its Subsidiaries has or had any rights is, and at all times since its formation has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) to the Knowledge of the Shareholders, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give Valley or any Acquired Company of its Subsidiaries or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired Company to the Knowledge of the Shareholders, neither Valley nor any of its Subsidiaries has given to or received from any other Person, at any timetime since its formation, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential material violation or breach of, or default under, any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Valley or any Acquired Company of its Subsidiaries under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Valley or any of its Subsidiaries 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 any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part Schedule 3.17(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (Contract, other than loans) purchase orders received in the Ordinary Course of Business, that involves performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value in excess of $50,00010,000; (ii) each Applicable Contract Contract, other than purchase orders placed in the Ordinary Course of Business, that involves performance of services or delivery of goods or materials to one or more Acquired Companies the Company of an amount or value in excess of $50,00010,000; (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 the Company in excess of $10,000; (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 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); (v) 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 any Acquired the Company with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired the Company or any entity that is a Related Person Affiliate of an Acquired the Company or limit the freedom of any Acquired the Company or any entity that is a Related Person Affiliate of an Acquired the Company to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ixx) each power of attorney that is currently effective and outstanding; (xxi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages; (xixii) each Applicable Contract for capital expenditures in excess of $50,00010,000; (xiixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and (xiiixiv) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part Schedule 3.17(b) of the Disclosure Letter:): (i) no director, officer or 5% shareholder No Seller nor any Related Person of an Acquired Company a Seller has or may acquire any rights under, and no Acquired Company Seller nor any Related Person of a Seller has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and (ii) to the Knowledge of the Acquired CompaniesSellers, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any contract or other arrangement 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 the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part Schedule 3.17(c) of the Disclosure Letter), each Applicable Contract identified or required to be identified in Part Schedule 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 Schedule 3.17(d) of the Disclosure Letter:): (i) each Acquired to the best of Sellers' Knowledge the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or used by such Acquired the Company is or was bound; (ii) to the best of Sellers' Knowledge each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired the Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) to the best of Sellers' 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 violation or breach of, or give any Acquired the Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract; and (iv) no Acquired the Company has not given to or received from any other Person, Person at any time, any time 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company 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 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 Letter Schedule 5.16 contains a complete and accurate list, and NorthStar and NorthStar Bank have delivered or the Company has made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves or will involve performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00025,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies the Company during any twelve (12) month period of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00025,000; (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 $10,000Business; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement of the Company and each other Applicable Contract Contract, in each case affecting the ownership of, leasing ofownership, title to, use of, occupancy, 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 and with terms of less than one year); (v) each licensing agreement or of the Company and each other Applicable Contract Contract, in each case with respect to patents, trademarks, copyrights, or other intellectual propertyIntellectual Property, including agreements with current or former employeesEmployees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, collective bargaining agreement of the Company and each other Applicable Contract Contract, 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; (vii) each joint venture or partnership of the Company (however named) and each other Applicable Contract, in each case involving a sharing of profits, losses, costs, costs or liabilities Liabilities by any Acquired the Company with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired the Company or any entity that is a Related Person of an Acquired Company its Affiliates or limit the freedom of any Acquired the Company or any entity that is a Related Person of an Acquired Company its Affiliates to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixx) each power of attorney granted by or to the Company that is currently currently, or will be at the Closing, effective and outstanding; (xxi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages; (xixii) each Applicable Contract for capital expenditures in excess of $50,00010,000; (xiixiii) each Applicable Contract which, to the Knowledge of the Company, will result in a material loss to the Company; (xiv) each Applicable Contract in effect presently or during the last twelve (12) months between the Company and its former or current stockholders, directors, officers and Employees; (xv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance in excess of $25,000 extended by any Acquired Company the Company, other than in the Ordinary Course of Business; (xvi) each severance agreement or similar arrangement that provides any obligations (absolute or contingent) for the Company or any other Person to make any payment to any officer, director, or Employee or stockholder of the Company after termination; and (xiiixvii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(bSchedule 5.16, no Company Stockholder (or any Affiliate thereof) of has (or by the Disclosure Letter: (iexpress terms thereof may acquire) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company Stockholder has (or by the express terms thereof may become subject to to) any obligation or liability under, under any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 LetterSchedule 5.16, each Applicable Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter Schedule 5.16 is in full force and effect and is valid legal, valid, binding and enforceable in accordance with its termsterms against the Company and, to the Knowledge of the Company, against all of the parties thereto. (d) Except as set forth in Part 3.17(d) of the Disclosure LetterSchedule 5.16: (i) each Acquired the Company is, and at all times since January 1, 2007, has been, in full compliance in all material respects with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has identified or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundrequired to be identified on Schedule 5.16; (ii) to the Knowledge of the Company, each other Person that has or had any obligation or liability Liability under any Applicable Contract (other than loans made by NorthStar Bank identified or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights required to be identified on Schedule 5.16 is, and at all times since January 1, 2007 has been, in full compliance with all applicable material terms and requirements of such Applicable Contract; (iii) to the Knowledge of 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 violation or breach of, or give any Acquired the Company or any other 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 (other than loans made by NorthStar Bank identified or deposits accepted by NorthStar Bank)required to be identified on Schedule 5.16; and (iv) no Acquired the Company has not given to or received from any other Person, at any timetime since January 1, 2007, 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 Applicable Contract (other than loans made by NorthStar Bank identified or deposits accepted by NorthStar Bank)required to be identified in Schedule 5.16. (e) There are no renegotiations of, attempts to renegotiate, or and there are no outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of products or services by the Acquired Companies Company 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 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(aSchedule 3.16(a) of the Disclosure Letter contains a complete and accurate list, and NorthStar and NorthStar Bank the Companies have delivered or made available to Buyer Purchaser true and complete copies, of:of (or with respect to those items which are not in writing, a description of the parties and material terms of each such item): (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired either of the Companies of an amount or value in excess of $50,00037,500; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired either of the Companies of an amount or value in excess of $50,00037,500; (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 either of the Companies in excess of $10,00037,500; (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 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 37,500 and with terms of less than one year); (v) 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 AssetsAssets but excluding standard nondisclosure agreements and licenses of commercially available software; (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 any Acquired Company either of the Companies with any other Person; (viiviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company either of the Companies or any entity that is a Related Person of an Acquired Company Shareholder or limit the freedom of any Acquired Company either of the Companies or any entity that is a Related Person of an Acquired Company Shareholder to engage in any line of business or to compete with any Person; (viiiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods and other than commission arrangements with sales employees of either of the Companies entered into in the Ordinary Course of Business; (ixx) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xi) each Applicable Contract for capital expenditures in excess of $50,000expenditures; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company either of the Companies other than in the Ordinary Course of Business; and (xiii) 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 Applicable foregoing Contracts, including the parties identified or required to the Applicable Contractsbe identified ((i) - (xiii) are collectively, the amount of the remaining commitment of the Acquired Companies under the Applicable "Material Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located"). (b) Except as set forth in Part 3.17(bSchedule 3.16(b), no Shareholder (and no Related Person of any Shareholder) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company or has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business Business of, or any of the assets Assets owned or used by, any Acquired Company; and (ii) to the Knowledge either of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 LetterSchedule 3.16(c), each Applicable Material 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 against the Companies, and to the Knowledge of the Companies and the Shareholders, against the other parties thereto, in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter:Schedule 3.16(d): (i) each Acquired Company Each of the Companies is, and at all times since the date of the Audited Balance Sheet, has been, in full compliance with all applicable terms and requirements of each Applicable Material Contract under which such Acquired Company either of the Companies has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundliability; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give either of the Companies, or to the Knowledge of the Companies and the Shareholders, any Acquired Company or other Person Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, reprice, or modify, any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Material Contract; and (iviii) no Acquired Company Neither of the Companies has given to or received from any other Person, at any timetime since the date of the Audited Balance Sheet, 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 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 Letter contains a complete and accurate list, and NorthStar and NorthStar Bank Sellers have delivered or made available to Buyer true and complete copies, of: (i) each Applicable Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies the Company of an amount or value in excess of $50,00010,000; (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 $50,000; (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 the Company in excess of $10,0005,000; (iviii) 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 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 yearyear or less); (viv) 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 nondisclosure 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 any Acquired the Company with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or any entity that is a Related Person of an Acquired the Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired the Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) each power of attorney that is currently effective and outstanding; (x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages; (xix) each Applicable Contract for capital expenditures in excess of $50,00010,000; (xiixi) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and (xiiixii) 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 Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies Company under the Applicable Contracts, and the Acquired Companies’ Company's office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under, and no Acquired Company has or may become subject to any obligation or liability under, any Applicable 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 the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 Applicable 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 has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other 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 (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank); and (iv) no Acquired Company has given to or received from any other 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 Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies 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 any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.3.17

Contracts; No Defaults. (a) Part 3.17(a3.19(a) of the Disclosure Letter contains a an accurate and complete and accurate list, and NorthStar and NorthStar Bank have Seller has delivered or made available to Buyer true accurate and complete copies, of: (i) each Applicable Seller Contract (other than loans) that involves performance of services or delivery of goods or materials by one or more Acquired Companies Seller of an amount or value in excess of $50,00015,000; (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies Seller of an amount or value in excess of $50,00015,000; (iii) each Applicable Seller Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of one or more Acquired Companies Seller in excess of $10,00015,000; (iv) 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 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 a term of less than one year); (v) each licensing agreement Seller Contract with any labor union or other Applicable Contract with respect employee representative of a group of employees relating to patentswages, trademarks, copyrights, or hours and other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure conditions of any of the Intellectual Property Assetsemployment; (vi) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person; (vii) each Applicable Seller Contract containing covenants that in any way purport to restrict the Seller’s business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of any Acquired Company or any entity that is a Related Person of an Acquired Company Seller to engage in any line of business or to compete with any Person; (viii) each Applicable Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) 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 any Acquired Company Seller to be responsible for consequential damages; (xi) each Applicable Seller Contract for capital expenditures in excess of $50,00015,000; (xii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course ordinary course of Businessbusiness; and (xiii) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a3.19(a) of the Disclosure Letter sets forth reasonably complete details concerning such Applicable Contracts, including the date, parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating such Contracts have been made available to the Applicable Contracts are locatedBuyer. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company Neither Shareholder has or may acquire any rights under, and no Acquired Company neither Shareholder has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, of Seller or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement 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 discoveryAssets. (c) Except as set forth in Part 3.17(c3.19(a): (i) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.17(a3.19(a) of the Disclosure Letter 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; (ii) each Contract identified or required to be identified in Part 3.19(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 Contract identified or required to be identified in Part 3.19(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 affect 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 3.17(d) of the Disclosure Letter:3.19(a): (i) each Acquired Company Seller is, and at all times since December 31, 2018, has been, in full material compliance with all applicable terms and requirements of each Applicable Seller Contract under which such Acquired Company has or had any obligation or liability or is being assumed by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was boundBuyer; (ii) each other Person that has or had any obligation or liability under any Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which an Acquired Company has or had any rights isto the Knowledge of the Seller, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach of, or give any Acquired Company Seller or other 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 Seller Contract that is being assigned to or assumed by Buyer; (iii) to the Knowledge of the Seller, no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank)Permitted Encumbrances) affecting any of the Assets; and (iv) no Acquired Company Seller has not given to or received from any other Person, at any timetime since December 31, 2018, any written or, to the Knowledge of the Seller, oral notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach beach of, or default under, any Applicable Contract (other than loans made which is being assigned to or assumed by NorthStar Bank or deposits accepted by NorthStar Bank)Buyer. (e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person and, having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts Each Contract relating to the sale, design, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course ordinary course of Business business of Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.