Common use of Contracts Clause in Contracts

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of all of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): (i) any lease (whether of real or personal property); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunder.

Contracts. Each Assignor has provided Schedule 4.12 sets forth a true, correct and complete list of the following written contracts, agreements, leases, commitments and other instruments to Lone Star which a Seller is, or is performing obligations as though it were, a party (other than the Employment Agreements set forth on Schedule 4.14 and the Seller Benefit Plans set forth on Schedule 4.15), in each case only to the extent related to, in connection with or otherwise affecting the Assets, the Business or the ownership or operation of the Assets or the Business but only to the extent they will become Assumed Contracts: (a) each lease or license involving any Assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $2,500,000 individually by any of the Sellers; (b) all contracts and agreements to which a Seller is a party that limit or restrict any of the Sellers or any Key Business Employees of any of the Sellers from engaging in any business in any jurisdiction; (c) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets, in each case requiring the payment by any of the Sellers after the date hereof of an amount in excess of $2,500,000; (d) all contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof or the Closing or in connection with the transactions contemplated hereby; (e) all contracts and agreements granting any Person a Lien (other than a Permitted Lien) on all or any part of the Assets; (f) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (g) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any of the Assets; (h) all contracts and agreements with any agent, distributor or representative that is not terminable without penalty on 90 days’ or fewer notice; (i) all contracts and agreements for the granting or receiving of a license, sublicense or franchise under which any Person is obligated to pay or has given Lone Star access the right to accurate receive a royalty, license fee, franchise fee or similar payment in excess of $100,000 annually; (j) all joint venture or partnership contracts and all other contracts providing for the sharing of any profits (but excluding the limited partnership agreement of Huntsman Fuels); (k) all customer and supplier contracts, not terminable without penalty on 90 days’ or fewer notice either by the Seller party thereto or the applicable customer or supplier, for the provision of goods or services with a value in excess of $2,500,000 in any year during the two-year period ended December 31, 2005 by any of the Sellers; (l) all outstanding powers of attorney empowering any Person to act on behalf of any of the Sellers that would be binding on the Purchaser as a result of the closing of the transactions under this Agreement; (m) the software license agreements set forth on Schedule 4.12(m) (“Transferred Software License Agreements”); and (n) all existing contracts, agreements, arrangements and commitments (other than those described in subsections (a) through (m) of this Section 4.12) to which any of the Sellers is a party or by which the Assets are bound (i) involving an annual commitment or annual payment to or from such Seller of more than $2,500,000 individually or (ii) that is material to the Business, individually. True, correct and complete copies of all of the Assumed Contracts described above in this Section 4.12 have been made available to the Purchaser or its representatives or agents. Subject to the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): (i) any lease (whether of real or personal property); (ii) any agreement for paragraph, the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments Assumed Contracts are legal, valid valid, binding and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in all material respects in accordance with their termsrespective terms with respect to the Sellers that are a party to such Assumed Contracts, and to the Sellers’ Knowledge with respect to each other Person party thereto, subject in each case to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts granting equitable remedies. There is no existing material default or breach by any of the Sellers under any Assumed Contract (or event or condition that, with notice or lapse of time or both could constitute a material default or breach), and to the Sellers’ Knowledge, there is no such material default (or event or condition that, with notice or lapse of time or both, could constitute a material default or breach) with respect to any third party to any such Assumed Contract. As of the date hereof, no party to any Assumed Contract is (x) repudiating any provision thereof, (y) failing to perform its obligations thereunder claiming force majeure or other right to suspend performance or (z) claiming any right to offset, discount or otherwise aba▇▇; all payments required ▇n each case, in respect of any material amount or performance obligation owing thereunder, and except, in the case of clause (z), only as expressly permitted by the applicable contract. None of the rights of either Seller in the Assumed Contracts is subject to a Lien other than a Permitted Lien. Schedule 4.12 identifies with an asterisk each Assumed Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Assumed Contract to the Purchaser. The representations and warranties in this Section 4.12 in respect of MTBE Contracts are given only as of the date hereof. Certain of the Assumed Contracts may not in fact have been executed on behalf of a Seller and/or other Person party (or intended to be made thereunder party) thereto or may have been made expired or be beyond their term. The Purchaser accepts the risk that if in fact any such contract was not fully executed or has expired or is beyond its term, it may not be enforceable by the parties required to do soSellers (or after the Closing, except the Purchaser), against any other party thereto. Subject to the extent that any payments are being contested preceding sentence, all representations and warranties of the Sellers in good faith the paragraph immediately above shall apply with respect to each such contract as if it had been fully and are listed validly executed, or was within its stated term, as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderapplicable.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies (a) Schedule 3.12(a) sets forth a list of all each of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): (i) any lease (whether of real or personal property); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, as of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, date of this Agreement (except to the extent that any such Contract cannot be disclosed by the Company or any Seller under applicable Laws, in which case the Company shall notify Buyer that such disclosure of such Contracts has been withheld and the Company shall provide such information regarding each such Contract, including descriptions of such Contracts on a “no-names” basis or in general terms, to the extent it is legally permitted), other than Government Contracts: (i) material Contracts not made in the Ordinary Course of Business; (ii) license agreements and royalty agreements involving any form of material Company Intellectual Property, whether the Company is the licensor or licensee thereunder (excluding licenses to the Company of commercially available computer software that are commonly available on standard commercial terms at a price of less than $500 per copy, such as software “shrink-wrap” licenses); (iii) Contracts (excluding Company Plans) involving future revenue, receipts, expenditures or liabilities by the Company in excess of $100,000 after the date hereof; (iv) Contracts (A) providing for the payment of a commission, royalty or similar fee calculated as or by reference to a percentage of the Company’s revenues; profits or any business segment; or (B) requiring the payment to any Person of a brokerage or sales commission or a finder’s or referral fee (other than arrangements to pay commissions or fees to employees in the Ordinary Course of Business); (v) employment Contracts, consulting Contracts, severance agreements, “stay-bonus” agreements and similar arrangements, including Contracts (A) to employ or terminate executive officers of the Company or other personnel of the Company or any similar Contracts with present or former officers or directors of the Company or (B) that will result in the payment by, or the creation of any liability of the Company to pay any severance, termination, “golden parachute,” or other similar payments to any present or former personnel of the Company following termination of employment or otherwise as a result of the consummation of the Transactions (except as expressly contemplated by this Agreement); (vi) Contracts providing for indemnification by the Company of any Person, other than pursuant to the indemnification provisions of the Contracts listed in another subpart of Schedule 3.12(a); (vii) Contracts relating to Indebtedness for Borrowed Money, whether the Company shall be the borrower, lender or guarantor thereunder or related to any Encumbrance (except for Permitted Encumbrances) on any of the Company’s assets (excluding obligations to pay vendors in the Ordinary Course of Business); (viii) Contracts containing covenants limiting the freedom of the Company, or any officer, director, employee or Affiliate of the Company, to engage in any line of business, compete in any geographic area or compete with any Person that relates to the Company or its business; (ix) Contracts with a Related Party; (x) individual leases of personal property involving annual payments of more than $100,000; and (xi) Contracts providing for the purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company, (A) that are being contested not terminable on notice of 30 or fewer days without cost or other liability at or at any time after the Closing and require future payments or satisfaction of other obligations of more than $150,000 in good faith the aggregate; (B) pursuant to which the Company has granted or received most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, assets or territory; or (C) that require the Company to purchase all or substantially all of its requirements for a particular product or service from a vendor, supplier or subcontractor or to make periodic minimum purchases of a particular product or service from a vendor, supplier or subcontractor. (b) Complete and are accurate copies of all of the Contracts listed as such in Schedule 3.12(a), including all amendments and supplements thereto, have been delivered or made available to Buyer. Each Contract of the type described on Schedule 3.1(m3.12 (a) (other than a Government Contract); , is referred to herein as a “Company Material Contract.” Except as disclosed in Schedule 3.12(b), each Company Material Contract is valid and no defensesbinding on the Company and each other party thereto, offsets or counterclaims thereto have and has been asserted fully executed by all parties thereto, is in writingfull force and effect, orthe Company is in material compliance with the terms of each Company Material Contract and, to Sellers’ Knowledge, each other party to each Company Material Contract has in all material respects performed its obligations under such Assignor's knowledgeCompany Material Contract. Except as disclosed in Schedule 3.12(b) and for such violations hereunder that would not reasonably be expected to result in a Material Adverse Effect, may be made the Company does not know of, or has not received written notice of, any violation or default under (or any condition which with the passage of time or the giving of notice or the happening or occurrence of any other event would cause such a violation of or default of or default under) any Contract to which the Company is a party or by which the Company or any of its properties or assets are bound. (c) Other than teaming agreements entered into in the Ordinary Course of Business and Government Subcontracts, the Company is not otherwise party thereto to any partnership, joint venture or other similar Contracts with any Person. Other than such Assignorthe teaming agreements listed on Schedule 3.13(b), nor has such Assignor waived the Company is not party to any substantial rights thereunderContract providing for the sharing of profits.

Contracts. Each Assignor has (a) A complete list of each executory contract and agreement in the following categories to which NaviCyte is a party, or by which it or its assets or properties are bound in any respect, is attached hereto as SCHEDULE 2.16 (copies of which have been provided to Lone Star or has given Lone Star access to accurate and complete copies of all of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): Trega): (i) agreements for the purchase, sale, lease or other disposition of equipment, goods, materials, research and development, supplies, studies or capital assets, or for the performance of services, in any lease case involving more than $10,000.00 (whether combining, for this purpose, any series of real agreements with the same party or personal propertyits affiliated entities); ; (ii) any agreement contracts or agreements for the purchase joint performance of materials, supplies, goods, work or services, equipment, or and all other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; joint venture agreements; (iii) any partnershipmanagement or employment contracts, joint ventureconsulting contracts, or other similar agreement or arrangement; collective bargaining contracts, termination and severance agreements; (iv) any instruments or documents evidencing the issuance notes, mortgages, deeds of any equity securitiestrust, warrantsloan agreements, rights or options to purchase equity securities security agreement, guarantees, debentures, indentures, credit agreements and other evidences of such Assignor; indebtedness; (v) pension, retirement, profit-sharing, deferred compensation, bonus, incentive, life insurance, hospitalization or other employee benefit plans or arrangements (including, without limitation, any management agreements; contracts or agreements with trustees, insurance companies or others relating to any such employee benefit plan or arrangement); (vi) any instruments stock option, stock purchase, warrant, repurchase or documents evidencing other contracts or agreements relating to Indebtedness, or guarantees any capital stock of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; NaviCyte; (vii) any optioncontracts or agreements with agents, licensebrokers, franchiseconsignees, sale representatives or similar agreement; distributors; (viii) contracts or agreements with any agencydirector, dealerofficer, sales representativeemployee, marketing, consultant or other similar agreement; stockholder; (ix) powers of attorney or similar authorizations granted by NaviCyte to third parties; (x) licenses, sublicenses, royalty agreements and other contracts or agreements to which NaviCyte is a party, or to which the business or any properties or assets of NaviCyte are otherwise subject (including, without limitation, those arrangements relating to Proprietary Rights (as defined below)); and (xi) to the extent not listed elsewhere in this Agreement, all other contracts material to the business of NaviCyte as presently conducted and as proposed to be conducted. (b) Neither NaviCyte nor any of its officers, directors, consultants, agents or representatives has entered into any contract or agreement that limits containing covenants limiting the freedom right of any Assignor NaviCyte or its officers or directors, or, to the Best Knowledge of NaviCyte or the NaviCyte Majority Stockholders, its consultants, agents or representatives to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderperson.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of all of the following agreements or documents to which such Assignor is subject and each of which is listed (a) Except as set forth on Schedule 3.1(m): 3.11, LTC is neither a party to, nor bound by, any material lease, agreement, contract, commitment or other legally binding contractual right or obligation (whether written or oral) that is of a type described below (collectively, "Contracts"): (i) any lease (whether of real or personal property); ; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, equipment or other assets assets; (Aiii) any sales, distribution or other similar agreement providing for annual payments the sale by such Assignor LTC of $10,000 materials, supplies, goods, services, equipment or more, other assets; (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iiiiv) any partnership, joint venture, venture or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; ; (v) any management agreements; Contract pursuant to which any third party has rights to own or use any material asset of LTC, including, without limitation, any Intellectual Property Right of LTC; (vi) any instruments or documents evidencing or agreement relating to Indebtednessthe acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or guarantees otherwise) or granting to any Person a right of Indebtedness by such Assignorfirst refusal, and first offer or other right to purchase any security interest granted by such Assignor with respect thereto; of LTC's assets; (vii) any optionagreement relating to Indebtedness (in any case, whether incurred, assumed, guaranteed or secured by any asset); (viii) any license, franchise, franchise or similar agreement; ; (viiiix) any agency, dealer, sales representative, marketing, marketing or other similar agreement; ; (ixx) any Contract that may not be terminated by LTC without payment of penalty or on 90 days' or less prior notice; (xi) any agreement that limits the freedom of any Assignor LTC to compete in any line of business business, geographic area or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; Person; (xxii) any agreement with a holder of any Assignor's capital stock; (xiA) any agreement with stockholder of LTC or any other Affiliate of LTC, or (B) any director or officer of LTC or with any Greenbriar Party; "associate" or any member of the "immediate family" (xiias such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or officer; (xiii) any management service, consulting or any other similar type of agreement; (xiv) any warranty, guaranty or other similar undertaking with respect to any product or contractual performance (or LTC's standard forms of any of the foregoing) or agreement to indemnify any Person; (xv) any employment, deferred compensation, severance, bonus, retirement or other similar agreement or plan in effect as of the date hereof entered into or adopted by LTC; (xvi) any other agreement, commitment, arrangement, arrangement or plan not made in the ordinary course Ordinary Course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, Business of LTC that is material to LTC. (b) Each Contract disclosed in or required to be disclosed in Schedule 3.11 is a valid and binding obligations agreement of such AssignorLTC and, and to such Assignor's knowledgethe knowledge of LTC, of the each other parties party thereto, enforceable in accordance with their its respective terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and are listed as such on Schedule 3.1(m); similar laws affecting the enforcement of creditors' rights generally and no defenses, offsets or counterclaims thereto have been asserted in writing, orby general equitable principles. Neither LTC nor, to the knowledge of LTC, any other party to any such Assignor's knowledgeContract is in default or breach (with or without due notice or lapse of time or both) in any material respect under the terms of any such Contract. To the knowledge of LTC, may there is no event, occurrence, condition or act which, with the giving of notice or the passage of time or both, or the happening of any other event or condition, would reasonably be made by expected to become a material default or breach or event of default under any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderContract.

Contracts. (a) Each Assignor has provided Material Contract to Lone Star which the Company or has given Lone Star access any Subsidiary is a party is a valid and binding agreement, and is in full force and effect in all material respects (subject to accurate applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and complete copies subject to general principles of all equity), and neither the Company nor any Subsidiary, as applicable, nor, to the Knowledge of the following agreements Company, any other party thereto, is in material breach or documents default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract. Neither the Company nor any Subsidiary has assigned, delegated, or otherwise transferred any of its rights or obligations with respect to which such Assignor is subject any Material Contracts. The Company and each Subsidiary has made available to Parent and Purchaser a true and correct copy of which is each Material Contract listed on Schedule 3.1(m): 3.19(b). (b) Schedule 3.19(b) lists each Contract of the Company and its Subsidiaries of the type described below (collectively, the “Material Contracts”): (i) any lease (whether of real Contract pursuant to which the Company or personal property); (ii) any agreement for the purchase of materialsSubsidiary is required to pay, supplies, goods, services, equipment, has paid or other assets (A) providing for annual payments by such Assignor is entitled to receive or has received an amount in excess of $10,000 or more, 100,000 during the current fiscal year (B) providing other than purchase orders for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made Inventory entered into in the ordinary course of business. All such ); (ii) all employment contracts and sales representatives contracts pursuant to which an employee or a sales representative is entitle to receive annual compensation in excess of $100,000; (iii) all sales, agency, factoring, commission and distribution contracts in excess of $100,000 annually; (iv) all joint venture, strategic alliance and partnership agreements; (v) all licensing agreements, arrangementsincluding agreements licensing Intellectual Property rights, commitmentsother than “shrink wrap” or “click wrap” software licenses; (vi) all secrecy, guarantees confidentiality and nondisclosure agreements restricting the ability of the Company or any Subsidiary to freely engage in the Business in any respect; (vii) all Contracts relating to patents, trademarks, service marks, trade names, brands, copyrights, trade secrets and other instruments are legalIntellectual Property rights; (viii) all guarantees, valid privacy policies and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be indemnification arrangements made thereunder have been made or provided by the parties required to do so, except to the extent that Company or any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto Subsidiary (other than such AssignorContracts entered into in the ordinary course of business); (ix) all Website hosting contracts or agreements; (x) all agreements relating to real property, nor has such Assignor waived including any substantial real property lease, sublease, or space sharing, license or occupancy agreement, whether the Company is granted or is granting rights thereunderthereunder to occupy or use any premises; and (xi) all agreements relating to outstanding Indebtedness.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to (a) Section 3.9(a) of the Seller Disclosure Letter contains a complete and accurate and complete copies list of all each of the following agreements or documents to which such Assignor AAR Manufacturing (with respect to the Business), any Acquired Company or the Satair JV is subject and each of a party or by which the Business Assets or the Business is listed on Schedule 3.1(m): bound: (i) any lease (whether Contracts for the future sale of real products or personal property); services with expected payments in excess of $5,000,000 during the remaining term; (ii) any agreement Contracts for the future purchase of materials, supplies, goods, services, equipment, products or services with expected payments in excess of $1,000,000 during the remaining term except for any such Contract that may be canceled on not more than 180 days’ notice without any penalty or other assets (A) providing for annual payments by such Assignor liability to the Business in excess of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; 100,000; (iii) Contracts establishing or governing the management of any partnership, joint ventureventure or similar arrangement, or other acquisition or disposal of any joint ventures or similar agreement or arrangement; ; (iv) any instruments Contracts that require the Business to deal exclusively with the counterparty or documents evidencing that limit the issuance ability of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor Business to compete in any line product or geographic market; (v) Contracts for the lease of any personal property to or from any Person involving annual lease payments in excess of $75,000 per year; (vi) Contracts relating to the purchase of any business or with any Person (or in any area that would limit the freedom of Assignee all or any Affiliate substantial portion of Assignee after the Closing Date; (x) any agreement with a holder assets of any Assignor's capital stock; business, business unit, facility or Person), whether by merger, equity or asset purchase or otherwise, entered into within three years prior to the date of this Agreement for consideration in excess of $1,000,000; (xivii) any agreement with any director Contracts relating to the sale or officer disposition of any Greenbriar Party; material Business Assets (other than the sale of inventory or (xii) any other agreement, commitment, arrangement, obsolete or plan not made worn-out Business Assets replaced in the ordinary course of businessbusiness consistent with past practice), whether by merger, equity or asset purchase or otherwise, entered into within three years prior to the date of this Agreement for consideration in excess of $1,000,000; (viii) Contracts relating to any employment, independent contractor, consulting or similar agreement requiring payment by the Business of base annual fees or compensation in excess of $100,000 to any Person; (ix) Contracts evidencing Indebtedness; (x) Contracts providing for capital expenditures after the date of this Agreement in excess of $200,000, individually; (xi) Contracts, other than purchase or sale orders or Contracts disclosed pursuant to Section 3.9(a)(i), with a remaining term greater than 12 months and for the future sale of products or services with expected payments during the remaining term in excess of (A) with respect to the Nordisk Business and the non-container cargo loading business of Telair International AB, $250,000 or (B) with respect to the Business, other than the Nordisk Business and the non-container cargo loading business of Telair International AB, $750,000; (xii) Purchase or sale orders for the future sale of products or services in excess of $5,000,000, other than pursuant to Contracts disclosed pursuant to Section 3.9(a)(i); and (xiii) Contracts expected to result in a loss (based on the calculation of standard cost) to the Business in excess of $100,000 after the Closing. All such agreements, arrangements, commitments, guarantees The Contracts listed (or required to be listed) in Section 3.9(a) of the Seller Disclosure Letter are referred to collectively herein as the “Significant Contracts.” Sellers have made available to Buyer a complete copy of each Significant Contract. (b) Each Significant Contract and other instruments are legal, each Additional Contract is a legally valid and binding obligations of such Assignor, obligation and to such Assignor's knowledge, of the other parties thereto, is in full force and effect and enforceable against each party thereto in accordance with their terms; all payments required the terms of such Contract subject to be made thereunder have been made proper authorization and execution of such Contract by the parties required counterparties thereto and the Bankruptcy and Equity Principles. There is no material breach or default under any Significant Contract or Additional Contract, and, to do soSellers’ Knowledge, except to no event has occurred that, with the extent that passage of time or the giving of notice or both, would constitute a material breach or default by, AAR Manufacturing, any payments are being contested Acquired Company, the Satair JV or any other party thereto under any Significant Contract or Additional Contract. Each Additional Contract is on arm’s length terms and was negotiated in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, orby the Business. (c) With respect to each Government Contract, to such Assignor's knowledgeSellers’ Knowledge, may be made there are no pending or threatened: (i) civil fraud or criminal investigations by any party thereto Governmental Authority, (ii) suspension, debarment or similar proceedings against the Business, any Seller, Acquired Company or the Satair JV; (iii) requests by any Governmental Authority for a contract price adjustment based on a claim disallowance by the Office of Inspector General or Defense Contract Audit Agency or similar agency, or claim of defective pricing, or (iv) disputes between the Business, any Seller, Acquired Company or the Satair JV, on the one hand, and any Governmental Authority, on the other than such Assignorhand. With respect to any Government Contract that expired, nor has such Assignor waived was terminated or for which final payment was made within three years prior to the date hereof, there are no requests by any substantial rights thereunderGovernmental Authority for a contract price adjustment based upon a claim of defective pricing.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of all (a) Except as disclosed in Schedule 3.08(a) as of the following agreements or documents to which such Assignor is subject and each date hereof, none of which is listed on Schedule 3.1(m): the Passed-Through Contracts include: (i) any lease (whether for personal property requiring aggregate annual payments by the Sellers of real $100,000 or personal property); more; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, equipment or other assets (A) providing for that has a term of at least one year or that requires aggregate annual payments by such Assignor the Sellers of $10,000 100,000 or more, ; (Biii) providing for any other agreement that requires aggregate annual payments by such Assignor the Sellers of $25,000 100,000 or more, or ; (C) not terminable on thirty (30) days or less notice without penalty; (iiiiv) any partnership, joint venture, venture or other similar agreement or arrangement; (iv) any instruments , exclusive of alliance agreements which do not involve cash payments or documents evidencing the issuance of any equity securities, warrants, rights or options covenants not to purchase equity securities of such Assignor; compete; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, marketing or other similar agreement; or (ixvi) any agreement that limits the freedom of any Assignor the Sellers to compete in any line of business or with any Person or in any area that or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Acquired Asset or which would so limit the freedom of Assignee or any Affiliate of Assignee the Purchaser after the Closing Date; . True and complete copies of each such Contract disclosed on Schedule 3.08(a) (xand all amendments and modifications thereof and waivers pertaining thereto) have been delivered or made available to the Purchaser. (b) The Contracts specifically identified on Schedule 1.01 constitute all of the Customer Contracts. Except as disclosed on Schedules 3.08(b) or 3.11, to the knowledge of either Seller after reasonable inquiry, neither of the Sellers nor any agreement with a holder other party thereto is in default or breach in any material respect under the terms of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in Customer Contract which is reasonably likely to materially and adversely affect the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, likelihood of the other parties subject customer continuing use of services under such Customer Contract (except for defaults and breaches caused solely by the consummation of the transactions contemplated hereby). True and complete copies of each Customer Contract (and all amendments and modifications thereof and waivers pertaining thereto, enforceable in accordance with their terms; all payments required to be made thereunder ) have been delivered or made by the parties required to do so, except available to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderPurchaser.

Contracts. Each Assignor has provided (a) Except for this Agreement and the Contracts disclosed in and filed as exhibits to Lone Star the Filed Company SEC Documents or has given Lone Star access to accurate a Company Benefit Plan, Section 4.10(a) of the Company Disclosure Letter sets forth a true and complete copies of all list, as of the following agreements or documents Agreement Date, and the Company has made available to which such Assignor is subject Parent true and each of which is listed on Schedule 3.1(m): complete copies, of: (i) any lease Contract (whether A) that cannot be terminated for convenience on notice by the Company or it subsidiaries and (B) to which the Company or its subsidiaries are a party that provides for recurring annual minimum payments or receipts (other than milestone, royalty or similar payments or other contingent payments) in excess of real or personal property); $150,000; (ii) each Contract to which the Company or its subsidiaries are a party relating to indebtedness for borrowed money or any agreement financial guaranty; (iii) each Contract to which the Company or its subsidiaries are a party involving in excess of $150,000 that provides for the purchase acquisition or disposition of materialsany assets or any businesses (whether by merger, suppliessale of stock, goods, services, equipment, sale of assets or other assets otherwise) that (A) providing for annual payments by such Assignor of $10,000 has not yet been consummated or more, (B) providing for aggregate payments by such Assignor has outstanding any purchase price adjustment, “earn-out,” material payment or similar obligations on the part of $25,000 the Company or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; its subsidiaries; (iv) each Contract to which the Company or its subsidiaries are a party pursuant to which (A) the Company or its subsidiaries has continuing milestone or similar contingent payments obligations, including upon the achievement of regulatory or commercial milestones or payment of royalties or other amounts calculated based upon any instruments revenues or documents evidencing income of the issuance Company or its subsidiaries, in each case, that could result in payments in excess of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor$150,000, and any security interest granted by such Assignor with respect thereto; (vii) any optionin each case, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made excluding indemnification and performance guarantee obligations provided for in the ordinary course of business. All such agreements; (B) the Company or its subsidiaries grant to or receive from any third party any license to, arrangementsor covenant not to sue or other right with respect to, commitmentsany Intellectual Property material to the Company’s business (other than non-exclusive licenses entered in the ordinary course of business); or (C) the Company or its subsidiaries have uncompleted performance obligations relating to any research, guarantees development and/or collaboration programs or pre-clinical and/or clinical trials and other instruments studies; (v) each Contract to which the Company or its subsidiaries are legala party that obligates the Company to make any capital commitment, valid loan or expenditure in excess of $150,000 after the Agreement Date; (vi) each stockholders’, investors rights’, registration rights or similar Contract to which the Company or its subsidiaries are a party (excluding Contracts governing Company Stock Options and Company Restricted Stock Units; (vii) each Contract (including all amendments, extensions and renewals with respect thereto) pursuant to which the Company or its subsidiaries lease or sublease any material real property; and (viii) each Contract with or binding obligations of such Assignorupon the Company or its subsidiaries, or its and to such Assignor's knowledge, their properties or assets that is of the other parties thereto, enforceable in accordance with their terms; all payments type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. Each such Contract required to be made thereunder have been made available to Parent pursuant to clauses (i) through (viii) is referred to in this Agreement as a “Material Contract.” (b) Each of the Material Contracts is valid, binding and enforceable (except as such enforceability may be limited by the parties required Bankruptcy, Equity and Indemnity Exception) on the Company or its subsidiaries, and, to do sothe knowledge of the Company, each other party thereto, and is in full force and effect, except for such failures to be valid, binding or enforceable or to be in full force and effect as have not had, and would not reasonably be expected to have, individually or in the extent that aggregate, a Company Material Adverse Effect. There is no material default under any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets Material Contract by the Company or counterclaims thereto have been asserted in writingits subsidiaries, or, to such Assignor's knowledgethe knowledge of the Company, may be made any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder by the Company or its subsidiaries, or, to the knowledge of the Company, any other party thereto other than such Assignorthereto, nor has such Assignor waived in each case, excluding any substantial rights thereunderContracts listed in Section 4.05(a) of the Company Disclosure Letter.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies (a) Schedule 3.6(a) of the Seller Disclosure Schedule identifies each of the following Contracts (together with all of the following agreements or documents leases listed in Schedule 3.4(c) of the Seller Disclosure Schedule, collectively, the “Material Company Contracts”) and, except to which the extent such Assignor terms may constitute salary history information, including compensation and benefits, provides an accurate description of the terms of each such Material Company Contract that is subject and each of which is listed on Schedule 3.1(m): not in written form: (i) any lease (whether of real or personal property); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor each Contract involving aggregate consideration in excess of $10,000 or morerequiring performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled by Seller Group without penalty or without more than one hundred and eighty (B180) providing days’ notice; (ii) all Contracts that relate to the sale of any of Seller Group’s assets, other than in the ordinary course of business, for aggregate payments by such Assignor consideration in excess of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; 10,000; (iii) all Contracts that relate to the acquisition of any partnershipbusiness, joint venturea material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or other similar agreement or arrangement; otherwise; (iv) any instruments or documents evidencing the issuance all Contracts relating to indebtedness (including, without limitation, guarantees) of any equity securitiesSeller Group, warrants, rights or options to purchase equity securities in each case having an outstanding principal amount in excess of such Assignor; $10,000; (v) any management agreements; all Contracts with Seller Group’s employees and independent contractors or consultants (or similar arrangements); (vi) any instruments all Contracts that limit or documents evidencing or relating purport to Indebtedness, or guarantees limit the ability of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor Seller Group to compete in any line of business or with any Person or in any geographic area that would limit the freedom or during any period of Assignee or any Affiliate of Assignee after the Closing Date; time; (xvii) any agreement with Contracts that provide for any joint venture, partnership or similar arrangement by Seller Group; (viii) other than “shrink wrap” and similar generally available commercial end-user licenses to software that have an individual acquisition cost of $1,000 or less for a holder single user or workstation, all licenses, sublicenses and other Contracts pursuant to which Seller Group acquired or is authorized to use any Intellectual Property Rights of any Assignor's capital stock; (xi) any agreement with any director Person used in the development, marketing or officer licensing of any Greenbriar Party; each product or (xii) any other agreementservice owned, commitmentmade, arrangementmarketed, developed, distributed, made available, or plan not made sold by or on behalf of Seller Group as of the date hereof; (ix) other than non-exclusive licenses granted to third parties in the ordinary course of businessbusiness consistent with past practice, any license, sublicense or other Contract to which Seller Group is a party and pursuant to which any other Person is authorized to use any of its Intellectual Property Rights; and (x) any license, sublicense or other Contract pursuant to which Seller Group has agreed to any restriction on the right of Seller Group to use or enforce any of its Intellectual Property Rights or pursuant to which Seller Group agrees to encumber, transfer or sell rights in or with respect to any of its Intellectual Property Rights. (b) Seller has delivered to TheMaven accurate and complete copies of all written Material Company Contracts, except with respect to any terms of a Material Company Contract that may constitute salary history information, including compensation and benefits. All such agreementsEach Material Company Contract is valid, arrangements, commitments, guarantees binding and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable by Seller Group in accordance with their termsits terms subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; all payments required to be made thereunder have been made by the parties required to do soand (ii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity. Seller Group is not in violation or breach of, or default under, any Material Company Contract, except to the extent for such breaches or defaults that any payments are being contested in good faith and are listed as such would not have a Material Adverse Effect on Schedule 3.1(m); and no defensesSeller, offsets or counterclaims thereto have been asserted in writing, orand, to Seller’s Knowledge, no other Person is in violation or breach of, or default under, any Material Company Contract except for such Assignor's knowledge, may be made by breaches or defaults that would not have a Material Adverse Effect on Seller. (c) Schedule 3.7(c) of the Seller Disclosure Schedule provides an accurate and complete list of all Consents required under any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderTransferred Contract to consummate the Transactions.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of all (a) Section 3.10(a) of the Disclosure Schedule lists the following agreements or documents Contracts, in effect as of the date of this Agreement, to which such Assignor any Seller is subject a party that is Principally Related to the Outlet Business (each Contract so listed and each Real Property Lease is a “Major Contract”): (1) each employment agreement (other than those that are terminable at will by any Seller without any Liability or other obligation to any Seller, except any Liability or other obligation with respect to services rendered before the termination thereof); (2) each covenant not to compete that restricts the Outlet Business as presently conducted; (3) each operating lease (as lessor or lessee) of which is listed on Schedule 3.1(m): tangible personal property (iother than any such lease calling for payments of less than $10,000 per 12-month period); (4) each Contract to pay or receive any royalty or license fee or to license (either as licensor or licensee) any lease Intellectual Property (whether of real or personal property); (ii) other than any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor license with any Seller or any Affiliate of $10,000 or moreany Seller, but no other Person, that terminates at the Effective Time, (B) providing license for Intellectual Property embedded in any equipment or fixture, (C) non-exclusive implied license of Intellectual Property or (D) non-exclusive license for the use of any commercially available off-the-shelf software); (5) each Contract regarding any management, personal service or consulting or other similar type of Contract under which there exists aggregate future payments by such Assignor in excess of $25,000 10,000 per Contract (other than those (A) that are terminable at will or moreupon not more than 90 days’ notice by any Seller without any Liability or other obligation to any Seller, except any Liability or other obligation with respect to services rendered before the termination thereof, or (CB) entered into in connection with a license); (6) each Contract for the purchase by any Seller of any supply or product that calls for performance over a period of more than 12 months (other than those that are terminable at will or upon not terminable more than 90 days’ notice by any Seller without any Liability or other obligation to any Seller, except any Liability or other obligation with respect to any supply or product purchased before the termination thereof); (7) each mortgage agreement, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease created or assumed by, or permitted to be created by written document made or accepted by, any Seller (other than any (A) purchase money agreement, conditional sales contract or capital lease evidencing any Encumbrance only on thirty tangible personal property under which there exists aggregate future payments less than $10,000 per Contract or (30B) days protective filing of any financing statement under the Uniform Commercial Code); (8) each Contract under which any Seller is obligated to repay or less notice without penalty; has guaranteed any outstanding indebtedness for borrowed money or remains obligated to lend to or make any investment in (iiiin the form of a loan, capital contribution or otherwise) any partnershipother Person, joint ventureother than any other Seller; (9) each Contract under which any Seller has advanced or loaned any other Person, other than any other Seller, outstanding amounts in the aggregate for such Person exceeding $10,000; (10) each outstanding power of attorney with respect to any Seller (other than those entered into in its Ordinary Course of Business in connection with any Intellectual Property or Tax matter); (11) each Contract with any distributor or broker of any product or service offered by any Seller; (12) each Contract for any advertising or promotional service or website design or hosting; (13) each Contract for the sale of any product or service offered by any Seller that calls for performance over a period of more than six months (other than those that are terminable at will or upon not more than 90 days’ notice by any Seller without any Liability or other similar agreement obligation to any Seller except any Liability or arrangement; other obligation with respect to products or services ordered before the termination thereof); (iv14) any instruments or documents evidencing the issuance agreements of any equity securitiesSeller for mergers, warrantsconsolidations or reorganizations or for the purchase or sale of material assets (other than in its Ordinary Course of Business) or all or substantially all of a Person’s business and assets; (15) each Contract with finders, rights brokers or options underwriters (other than under which Buyer will have no obligation); and (16) each other Contract not entered into in the Ordinary Course of Business of the applicable Seller (other than any Contract calling for payments by or to purchase equity securities any Seller of less than $10,000 per 12-month period). (b) Exhibit 1.1(a)(1) sets forth a true and complete list of all Contracts to which any Seller is a party that is Principally Related to the Outlet Business, other than Excluded Contracts and Contracts that are terminable at will or upon not more than 90 days’ notice by the applicable Seller without any Liability or other obligation of such Assignor; Seller (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor other than with respect thereto; to actions before the termination thereof) or which involve aggregate future payments of less than $10,000 (viiand other than any (A) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or license with any Person or in any area that would limit the freedom of Assignee Seller or any Affiliate of Assignee after any Seller, but no other Person, that terminates at the Closing Date; Effective Time, (xB) license for Intellectual Property embedded in any agreement with a holder equipment or fixture, (C) non-exclusive implied license of Intellectual Property (D) non-exclusive license for the use of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; commercially available off-the-shelf software or (xiiE) order described in Section 1.1(a)(1)(iv)). Sellers have made available to Buyer a true, correct and complete copy of each such Contract required to be so listed (or, to the extent that such an Assumed Contract is oral, an accurate summary thereof). With respect to each Major Contract (and with the following assuming that each Consent has been obtained, which, for any other agreementConsent that is a filing or notice, commitmentmeans the making of such filing or notice), arrangement, or plan not made in the ordinary course of business. All (1) such agreements, arrangements, commitments, guarantees and other instruments are Major Contract is legal, valid and binding obligations of such Assignorbinding, in full force and to such Assignor's knowledge, of the other parties thereto, effect and enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, (except to the extent enforceability may be limited by any Enforceability Limitation) in accordance with its terms against the Seller that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims is a party thereto have been asserted in writing, orand, to such Assignor's knowledgeSeller’s Knowledge, may be made by any against each other party thereto, (2) such Seller is not and, to such Seller’s Knowledge, no other party thereto is in material breach of or default under such Major Contract, (3) no event, occurrence or condition exists or has occurred that (with or without the passage of time or giving of notice) would constitute a material breach or default of, or permit termination, modification, acceleration or cancellation of, such Major Contract or of any material right, Liability or other than obligation thereunder, (4) such Assignor, nor Seller has such Assignor not waived any substantial material right under such Major Contract and (5) no party to such Major Contract has terminated, modified, accelerated or canceled such Major Contract or any material right, Liability or other obligation thereunder or communicated in writing such party’s intent to do so. Seller has not granted any release or waiver in writing or that is otherwise material under or with respect to any of the Major Contracts. Seller has not assigned or otherwise transferred any of its rights thereunderunder any of the Major Contracts.

Contracts. Each Assignor (a) Schedule 4.19(a) of the Seller Disclosure Schedules lists, as of the Agreement Date, and Seller has provided made available to Lone Star or has given Lone Star access to accurate Buyer correct and complete copies of all of of, the following agreements or documents Contracts to which such Assignor Seller is subject and each of which is listed on Schedule 3.1(m): a party: (i) each Contract or group of related Contracts with the same Person for the performance of services or the delivery of any goods, equipment or materials by Seller (other than the Contracts or group of related Contracts with the same Person entered into by Seller in the Ordinary Course of Business involving aggregate payments to or by Seller of less than $25,000 during any 12-month period); (ii) each collective bargaining agreement; (iii) each Contract which provides for the payment of any severance benefits, retention bonuses or sale bonuses to any Business Employee, other than bonuses paid in the Ordinary Course of Business; (iv) agreements between Seller, on the one hand, and Parent or any other of its Affiliates, on the other; (v) each Contract or group of related Contracts with the same Person relating to the lease of tangible assets, personal property or equipment, specifying in each case whether Seller is the lessee or lessor (other than Contracts or group of related Contracts with the same Person in the Ordinary Course of Business involving aggregate payments to or by Seller of less than $25,000 during any 12-month period); (vi) each Contract relating to the license or use of Intellectual Property, specifying in each case whether the license is to or from Seller, other than licenses, terms of real service agreements and similar Contracts for “shrinkwrap,” “clickwrap,” or personal property)other similar “off-the-shelf” software that is available on a retail basis; (vii) each employment or consulting Contract (other than offer letters on Seller’s standard form) which on its terms provides for annual compensation in excess of $100,000; (viii) each Contract with an Authority; (ix) each Contract involving capital expenditures in excess of $5,000 or the sale of any capital asset; (x) each Contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing an Encumbrance on any of the Purchased Assets or the Business that will survive the Closing; (xi) each Contract relating to the lending of money (other than advances of expenses to employees in the Ordinary Course of Business, and player markers issued in the Ordinary Course of Business and reflected in the Business’s books and records) or to taking any mortgage, pledge or otherwise placing an Encumbrance on any assets of any Person; (xii) each Contract relating to a partnership, joint venture or joint development, marketing, sales or similar arrangement; (xiii) each Contract containing exclusivity, noncompetition, nonsolicitation or other provisions that prohibit, restrict or limit to any extent Seller’s right to (1) freely engage in any business anywhere in the world, or (2) solicit or engage the services of any Person; (xiv) each Contract that grants to any Person the right to occupy any portion of the Facilities; and (xv) each Assigned Contract which requires Consent to an assignment of the Contract or to a sale of all or substantially all of Seller’s or the Business’s assets or operations. (b) Except as set forth in Schedule 4.19(b) of the Seller Disclosure Schedules, (i) each of the Assigned Contracts is valid and binding on Seller and, to the Knowledge of Seller, each other party thereto, and is in full force and effect; (ii) no Person has given written notice or alleged in writing to Seller (or to the Knowledge of Seller, otherwise alleged) that Seller or any agreement for other party to any of the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penaltyAssigned Contracts is in Breach thereof; (iii) to the Knowledge of Seller no event has occurred, and no circumstance exists that was caused by Seller or Parent, and to the Knowledge of Seller no other circumstance exists, that has resulted or would reasonably be expected to result in a Breach of any partnership, joint venture, of the Assigned Contracts by Seller or by any other similar agreement or arrangementparty thereto; and (iv) no party to any instruments of the Assigned Contracts has in writing terminated or documents evidencing purported to terminate or requested any material modification or waiver thereof. There are no Contracts other than the issuance Assigned Contracts and the Leases which are necessary for the operation or for the continued operation by Buyer of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made Business as currently conducted in the ordinary course Ordinary Course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderBusiness.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Schedule 3.5(a) contains a true and complete copies list (organized by subclause) of all Contracts related to the Business to which Seller is a party, or by which any of its property or assets are bound, that fall into one (1) or more of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): categories (the “Business Contracts”): (i) any lease (whether of real or personal property); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments all Contracts involving aggregate payment by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor Seller in excess of $25,000 following the Closing Date or morerequiring unsatisfied performance by any party more than six (6) months from the Closing Date, which, in each case, cannot be cancelled without penalty or (C) not terminable on without more than thirty (30) days days’ notice; (ii) all Contracts between or less notice without penalty; among the Seller, on the one hand, and any stockholders, officers, directors, members, managers or Affiliate of Seller, on the other hand; (iii) any partnership, joint venture, all Contracts providing product or other similar agreement or arrangement; service warranties to third parties; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options all Contracts that require Seller to purchase equity securities or sell a material stated portion of such Assignor; the requirements or outputs of the Business; (v) all Contracts the primary purpose of which is to indemnify any management agreements; Person or the assumption of any Tax or other Liability of any Person; (vi) all Contracts (excluding, for the avoidance of doubt, any instruments Permit) with any Governmental Authority including any county or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; local recording office; (vii) any option, license, franchise, all Contracts that limit or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits purport to limit the freedom ability of any Assignor Seller to compete in any line of business or with any Person or in any geographic area that would limit or during any period of time; (viii) all joint venture, partnerships or similar Contracts; (ix) all powers of attorney related to the freedom of Assignee or any Affiliate of Assignee after the Closing Date; Purchased Assets; (x) any agreement with a holder of any Assignor's capital stock; all Intellectual Property Agreements; (xi) any agreement with any director or officer of any Greenbriar Party; or all Contracts governing the Excluded Intellectual Property (the “Excluded Intellectual Property Agreements”); (xii) any except for Contracts relating to trade receivables and the Loan Agreement, all Contracts relating to Encumbrances against the Purchased Assets; and (xiii) all other agreement, commitment, arrangement, or plan not made in Contracts related to the ordinary course Purchased Assets. Seller has furnished accurate and complete copies of businessall of the Business Contracts to Buyer. (b) The Business Contracts include each of the Assigned Contracts. All such agreements, arrangements, commitments, guarantees and other instruments are legal, Each of the Business Contracts that is a Purchased Asset is a valid and binding obligations obligation of such AssignorSeller and, and to such Assignor's knowledgeSeller’s Knowledge, of the other parties thereto, enforceable in accordance with their its terms; all payments required , subject to be made thereunder have been made by the parties required to do soapplicable bankruptcy, except and insolvency laws, and to the extent that any payments are being contested exercise of judicial discretion in good faith and are listed accordance with general principles of equity. Except as such set forth on Schedule 3.1(m3.5(b); and no defenses, offsets or counterclaims thereto there have not been asserted in writing, any material defaults by Seller or, to such Assignor's knowledgethe Knowledge of Seller, may be made material defaults or any claims of material default or claims of material non-enforceability by the other party or parties under or with respect to any of the Business Contracts that is a Purchased Asset, and to the Knowledge of Seller, there are no facts or conditions that have occurred or, as to assignability, except for the transaction contemplated by this Agreement, which, with the passage of time or the giving of notice, or both, would constitute a material default by Seller, or to the Knowledge of Seller, by the other party thereto other than such Assignoror parties, nor has such Assignor waived under any substantial rights thereunderof the Business Contracts that is a Purchased Asset or would cause a creation or imposition of any Encumbrance upon any of the Purchased Assets or otherwise would materially and adversely affect the Purchased Assets.

Contracts. Each Assignor has provided (a) Except for the Contracts disclosed in Schedule 3.10, neither Parent nor Seller is a party to Lone Star or has given Lone Star access subject to accurate and complete copies of all any of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): Contracts: (i) any lease (whether of real or personal property); property lease; (ii) any agreement contract for the purchase of materials, supplies, goods, services, equipment, equipment or other assets (A) providing for annual payments by such Assignor of Parent or Seller or pursuant to which in the last year Parent or Seller paid in the aggregate $10,000 15,000 or more; (iii) any sales, (B) distribution or other similar agreement providing for aggregate the sale by Parent or Seller of materials, supplies, goods, services, equipment or other assets that provides for annual payments by such Assignor of to Parent or Seller of, or pursuant to which in the last year either Parent or Seller or any Affiliate thereof received in the aggregate, $25,000 15,000 or more, or ; (C) not terminable on thirty (30) days or less notice without penalty; (iiiiv) any partnership, joint venture, venture or other similar agreement contract arrangement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; agreement; (v) any management agreements; contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by an asset) entered into other than in the ordinary course of business consistent with past practices; (vi) any instruments material license agreement, franchise agreement or documents evidencing agreement in respect of similar rights granted to or relating to Indebtedness, held by Parent or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; Seller; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, representative or other similar agreement; ; (ixviii) any agreement agreement, contract or commitment that substantially limits the freedom of any Assignor Parent or Seller to compete in any line of business including, without limitation, the Business, or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or that would so limit the freedom of Assignee or any Affiliate of Assignee Buyer after the Closing Date; (ix) any image production, work for hire or similar image or content production agreement; or (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan contract not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees business consistent with past practice which is material to the Business and other instruments are legal, relates primarily to the Purchased Assets. (b) Each Contract required to be disclosed pursuant to Section 3.10 is a valid and binding obligations agreement of such AssignorSeller or Parent, as the case may be, and to such Assignor's knowledgeis in full force and effect, of the other parties theretoand neither Seller nor Parent, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except nor to the extent that Knowledge of Seller or Parent, is any payments are being contested other party thereto in good faith and are listed as default in any material respect under the terms of any such on Schedule 3.1(m); and no defensesContract, offsets or counterclaims thereto have been asserted in writing, ornor, to such Assignor's knowledgethe Knowledge of Seller or Parent, may be made by has any party thereto other than such Assignorevent or circumstance occurred that, nor has such Assignor waived with notice or lapse of time or both, would constitute any substantial rights material event of default thereunder.

Contracts. Each Assignor has provided (a) Schedule 3.16 sets forth (with paragraph references corresponding to Lone Star or has given Lone Star access to accurate those set forth below) a true and complete copies of all list of the following written contracts, plans, licenses, undertakings, commitments, instruments or agreements or documents ("Contracts") to which such Assignor Triton is subject and each a party or is bound as of which is listed on Schedule 3.1(m): the date hereof, as follows: (i) any lease all Contracts (whether excluding Triton Benefit Plans) providing for a commitment of real employment for a specified or unspecified term or otherwise relating to employment, the termination of employment, severance, personal property); services, consulting or indemnification for officers, directors or the like; (ii) all Contracts containing any agreement for provision or covenant prohibiting or materially limiting the purchase ability of materials, supplies, goods, services, equipment, Triton to engage in any business activity or other assets (A) providing for annual payments by such Assignor to compete with any person or entity or prohibiting or materially limiting the ability of $10,000 any person or more, (B) providing for aggregate payments by such Assignor of $25,000 entity to engage in any business activity or more, or (C) not terminable on thirty (30) days or less notice without penalty; to compete with Triton; (iii) any all material partnership, joint venture, shareholders' or other similar agreement Contracts with any person or arrangement; entity; (iv) any instruments all Contracts providing for the lending of money, whether as borrower, lender or documents evidencing guarantor that, individually or in the issuance of any equity securitiesaggregate, warrants, rights exceed $50,000 and all related security agreements or options to purchase equity securities of such Assignor; similar agreements associated therewith that survive Closing; (v) all Contracts (including so-called take-or-pay or keepwell agreements), under which Triton has directly or indirectly guaranteed indebtedness, liabilities or obligations of any management agreements; person or entity (in each case other than endorsements for the purpose of collection in the Ordinary Course of Business) that, individually or in the aggregate, exceed $50,000; (vi) any instruments all Contracts pending for the acquisition or documents evidencing disposition, directly or relating to Indebtedness, indirectly (by merger or guarantees otherwise) of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; assets (other than coal) that individually exceed $1,000,000; (vii) any optionall continuing Contracts for the future purchase or lease of materials, license, franchise, supplies or similar agreement; equipment (other than purchase contracts and orders for inventory in the Ordinary Course of Business) that individually have an aggregate future liability that exceeds $1,000,000; (viii) all Contracts pertaining to the ownership, operation or maintenance of any agencyand all facilities of Triton having a term greater than 90 days, dealer, sales representative, marketing, or other similar agreement; which individually exceed $4,000,000; (ix) any other agreement (not expressly covered by one of the other clauses of this Section 3.16(a)) of Triton (other than financing agreements and coal contracts) that limits the freedom requires annual payments to be made or received in excess of any Assignor to compete in any line of business or $50,000 and that is not cancelable with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; ninety (90) days notice; (x) all Contracts between Triton, on one hand, and either Contributor or any agreement with a holder affiliate of any Assignor's capital stock; such Contributor, on the other hand; (xi) any agreement all material Contracts relating to the purchase, sale or transport of coal and all agreements with any director or officer of any Greenbriar Party; or coal brokers (in each case, other than purchase orders); (xii) all Contracts for coal treatment and tippling; (xiii) all material Contracts relating in whole or in part to the intellectual property of Triton; (xiv) all collective bargaining or similar labor Contracts; (xv) all guarantees, indemnities, letters of credit, letters of comfort, surety bonds, self-bonds, other bonds, including reclamation bonds, financial guaranty bonds, performance bonds and other obligations obtained or issued by the Contributors or Triton or their affiliates for the benefit of Triton or otherwise in force with respect to Triton (collectively, the "Guarantees"); (xvi) all Contracts (other than this Agreement and its governing documents) that survive the Closing and that (A) limit or contain restrictions on the ability of Triton to declare or make distributions with respect to, or to issue or purchase, redeem or otherwise acquire, its Triton Interests, to incur indebtedness, to incur or suffer to exist any Lien, to purchase or sell any assets and properties, to change the lines of business in which it participates or engages or to engage in any merger or other business combination or (B) require Triton to maintain specified financial ratios or levels of net worth or other indicia of financial condition; and (xvii) to the extent not otherwise set forth on Schedule 3.16, any other agreementContract the primary purpose of which is to indemnify or otherwise make whole any person or entity with an indemnification or make whole obligation having a value that exceeds $50,000. (b) True copies of the written Contracts identified in Schedule 3.16 have been made available to the MLP prior to the execution of this Agreement. Except as set forth on Schedule 3.16, commitmentTriton is not and, arrangementto the knowledge of the Contributors, no other party is in default under, or plan not made in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of) any term, condition or provision of any Contract identified on Schedule 3.16, except for defaults, breaches, violations or events which, individually or in the ordinary course of business. All such agreementsaggregate, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and not reasonably likely to such Assignor's knowledge, of the other parties thereto, enforceable have a Triton Material Adverse Effect. (c) Other than Contracts that have terminated or expired in accordance with their terms; all payments required to be made thereunder have been made by , each of the parties required to do soContracts identified on Schedule 3.16 constitutes valid, except binding and enforceable obligations of Triton to the extent that it is a party thereto and, to the knowledge of the Contributors, enforceable obligations of any payments are being contested other party thereto, in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and are listed as fair dealing) and is in full force and effect, except where such on Schedule 3.1(m); and no defensesfailure is not reasonably likely to have a Triton Material Adverse Effect. (d) No event has occurred that either entitles, offsets or counterclaims thereto have been asserted in writingwould, orupon notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Triton to such Assignor's knowledgeaccelerate, may be made by or that does accelerate, the maturity of any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderindebtedness affecting Triton.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of (a) Schedule 5.10 identifies all of the following agreements Contracts by which any of the Sold Assets are bound or documents affected or to which such Assignor a Seller is subject and each of a party or by which either Seller is listed on Schedule 3.1(m): bound in connection with the Specialty Plastics Business: (i) any lease (whether of real or personal property); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan Contract not made in the ordinary course involving aggregate consideration in excess of business$100,000 and which cannot be cancelled without penalty or without more than 60 days’ notice; (ii) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Specialty Plastics Business or that contain “take or pay” provisions; (iii) any Contract for employment or personal services or with independent contractors or consultants which by its terms is not terminable without material cost or liability to Seller on notice of 60 days or less or any severance agreement; (iv) any supplier, dealer, distributor, sales agency, or brokerage Contract; (v) any Contract relating to the lease or sale to or by others of any of real property; (vi) any Contract for capital expenditures in excess of $100,000; (vii) any Contract for the purchase or sale of materials or supplies or the performance of services other than purchase orders in the ordinary course that involves aggregate consideration of more than $100,000; (viii) any rebate arrangement or other similar Contract given to any customer or received from any supplier; (ix) any consignment, committed inventory, ledger balance inventory, or similar Contract with either a supplier or a customer; (x) any Contract restricting Sellers’ ability to conduct the Specialty Plastics Business or use any trade names that constitute Sold Assets in any place in the world or during any period of time; (xi) any Contract relating to indebtedness (including without limitation guarantees) that will not be satisfied or released as of the Closing Date; (xii) any Contract providing for indemnification of any Person or the assumption of any Tax, environmental, or other Liability of any Person; (xiii) any Contract relating to a joint venture or partnership; (xiv) any Contract that relates to the acquisition or disposition by either Seller or any other Person of any portion of the Specialty Plastics Business or a material amount of stock or assets, or any real property used or held for use primarily in the Specialty Plastics Business; (xv) any Contract with or subcontract involving any Governmental Authority; (xvi) any Contract for the sale of any of the Sold Assets; or (xvii) any collective bargaining agreements or other Contracts with any labor union, trade unions, trade associations or labor organizations. (b) A true and complete copy of each of the Sold Contracts listed on Schedule 2.01(c) has been made available to Buyers or their representatives. All such agreementsExcept as set forth on Schedule 5.10, arrangementsas of the date hereof, commitmentseach Sold Contract is in full force and effect, guarantees and other instruments are legal, is a valid and binding obligations agreement of such Assignor, and the Seller that is a party to such Assignor's knowledgeSold Contract and, to the Knowledge of Sellers, each of the other parties thereto, enforceable by or against such Seller, and, to the Knowledge of Sellers, each of such other parties thereto, in accordance with their its terms; , subject to the General Enforceability Exceptions. Each Seller has performed and is performing all payments obligations required to be made thereunder have been made performed under the Sold Contracts in all material respects. Except as set forth on Schedule 5.10, no condition exists or event has occurred, with or without notice or lapse of time or both, that would constitute a material default by the parties required to do so, except (i) either Seller under any Sold Contract or (ii) to the extent that Knowledge of Sellers, any payments other party to any Sold Contract. To the Knowledge of Sellers, (i) no Sold Contract is subject to any impending cancellation and there are being contested in good faith no material disputes pending or threatened under any Sold Contract and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made (ii) neither Seller is bound by any party thereto other than material commitments under any Sold Contract for the performance of services or delivery of products in connection with the Specialty Plastics Business that such Assignor, nor has such Assignor waived any substantial rights thereunderSeller is unable to perform or deliver in the ordinary course of business.

Contracts. Each Assignor has provided Except for the transactions contemplated by Section 6.1(n), neither Intellicell nor any of its Subsidiaries is a party to Lone Star or has given Lone Star access to accurate and complete copies of all of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): (i) any lease (whether of lease, installment purchase agreement or other contract with respect to any real property used or personal property)proposed to be used in its operations, except, in each case, items reflected in Intellicell's March 31, 1999 financial statements; (ii) any contract or agreement for the purchase of materialsany personal property, suppliescommodity, goodsmaterial, services, equipment, fixed asset or other assets (A) providing for annual payments by such Assignor equipment in excess of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; 100,000 (iii) any partnershipmortgage, joint venturelease, contract or other similar agreement creating an obligation of $100,000 or arrangementmore; (iv) any instruments contract or documents evidencing agreement involving payments in excess of $100,000 which by its terms does not terminate or is not terminable without penalty to it within one year after the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignordate hereof; (v) any management agreementsloan agreement, indenture, promissory note, conditional sales agreement or other similar type of arrangement; (vi) any instruments material license agreement; or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any optioncontract which could be reasonably be expected to result in a material loss or obligation to Intellicell and its Subsidiaries. To the knowledge of Intellicell, licenseeach of the foregoing mortgages, franchiseleases, or similar agreement; (viii) any agencycontracts, dealer, sales representative, marketing, or agreements and other similar agreement; (ix) any agreement that limits the freedom of any Assignor arrangements to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee which Intellicell or any Affiliate of Assignee after the Closing Date; (x) any agreement with its Subsidiaries is a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments party are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; , except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors' rights generally and (ii) general principles of equity, whether asserted in a proceeding in equity or at law. Intellicell, its Subsidiaries and, to Intellicell's knowledge, all payments other parties to each of the foregoing mortgages, leases, contracts, agreements and other arrangements have performed all material obligations required to be made thereunder have been made by the parties required performed to do sodate thereunder; neither Intellicell, except to the extent that nor any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, orof its Subsidiaries nor, to such AssignorIntellicell's knowledge, may be made by any such other party thereto other than such Assignoris in default or in arrears under the terms of any of the foregoing; and, nor to Intellicell's knowledge, no condition exists or event has such Assignor waived occurred which, with the giving of notice or lapse of time or both, would constitute a default under any substantial rights thereunderof them.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and (a) Schedule 3.12(a) sets forth a complete copies list of all existing contracts, commitments and obligations (whether written or oral) of Seller and the Business that are material to Seller, including without limitation, the following agreements or documents to which such Assignor is subject (collectively with the Leases and each of which is listed on Schedule 3.1(m): the Employment Agreements, the "Scheduled Contracts"): (i) any lease each agreement or arrangement of Seller that requires the payment or incurrence of Liabilities, or the rendering of services, by Seller, subsequent to the date of this Agreement, of more than Ten Thousand Dollars (whether of real or personal property$10,000); ; (ii) any agreement for the purchase of materials, supplies, goods, services, equipmentall Contracts relating to, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or moreevidences of, or guarantees of, or providing security for, Debt or the deferred purchase price of property (C) not terminable on thirty (30) days whether incurred, assumed, guaranteed or less notice without penalty; secured by any asset); (iii) any all license, sale, distribution, commission, marketing, agent, franchise, technical assistance or similar agreements relating to or providing for the marketing and/or sale of the products or services to which Seller is a party or by it is otherwise bound; (iv) all acquisition, partnership, joint venture, teaming arrangements or other similar agreement Contracts, arrangements or arrangementagreements entered into by the Company since its incorporation; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; and (v) any management agreements; (vi) any instruments each agreement, arrangement, contract, commitment or documents evidencing obligation of Seller restricting or relating to Indebtedness, or guarantees otherwise affecting the ability of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor Seller to compete in any line of business the Business or with any Person or otherwise in any area that would limit jurisdiction. (b) Seller has made true and correct copies of all such Scheduled Contracts available to Buyer. To the freedom best knowledge of Assignee Seller, no notice of material default arising under any Scheduled Contract has been delivered to or any Affiliate of Assignee after the Closing Date; (x) any agreement with by Seller. Except as disclosed in Schedule 3.12(b), each Scheduled Contract is a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations obligation of such Assignor, Seller and to such Assignor's knowledge, of the each other parties party thereto, enforceable against each such party thereto in accordance with their its terms; all payments required to be made thereunder have been made by the parties required to do so, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the extent that any payments are being contested in good faith general principles of equity, and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, orneither Seller nor, to such AssignorSeller's best knowledge, may be made by any the other party thereto other than is in default thereunder. Except as provided in Schedule 3.12(b), the transfer of the Transferred Assets contemplated by this Agreement will not result in any default, penalty or modification to any Scheduled Contract. (c) Schedule 3.12(c) sets forth a list (by name, address and Persons to contact) of the twelve (12) largest (determined by aggregation of revenues generated from such AssignorPersons by all of Seller's and its Affiliates' offices) clients of Seller for the six quarters ended June 30, nor has 2002, together with the approximate dollar amount of services provided to such Assignor waived any substantial rights thereunderPersons during said period and a summary description of the services provided.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of all of (a) Except for the following agreements or documents to which such Assignor is subject and each of which is listed Contracts disclosed on Schedule 3.1(m): 3.06(a), with respect to the Business, Seller is not a party to or bound by: (i) (A) any agreement for the sale of advertising or other purposes for cash ("ADVERTISING AGREEMENTS") and (B) any agreement with any College other than any College set forth on Schedule 2.12(a)(i); (ii) any agreement with a term of more than three (3) months from the date of this Agreement; (iii) as of the date of this Agreement, any agreement involving payments or receipts over the remaining term of such agreement (other than Advertising Agreements) of (A) $15,000 or more with respect to any single agreement or (B) $100,000 or more in the aggregate for all agreements not required to be disclosed under clause (a)(iii)(A) of this Section 3.06; (iv) any agreement for Program Rights; (v) any agreement involving the purchase, sale or lease of real property other than the St. Louis Lease and the leases for each of the Office Spaces; (vi) any lease, sublease or similar agreement under which Seller is a lessor or sublessor of, or makes available for use to any third party, any portion of the Real Property or any premises otherwise occupied by Seller; (vii) any lease for personal property providing for annual rentals of $30,000 or more; (whether of real or personal property); (iiviii) any agreement for the purchase of or license of, or provision by Seller of, materials, supplies, goods, services, equipment, equipment or other assets (A) providing for annual payments by such Assignor Seller of $10,000 15,000 or more; (ix) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iiix) any partnership, joint venture, venture or other similar agreement or arrangement; ; (ivxi) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; agreement that is a Capital Lease Obligation; (vxii) any management agreements; agreement pursuant to which Seller has, directly or indirectly, made any loan, extension of credit or capital contribution to, or investment in, any third party; (vixiii) any instruments or documents evidencing or agreement relating to IndebtednessIndebtedness of Seller or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or guarantees of Indebtedness secured by such Assignor, and any security interest granted by such Assignor with respect thereto; asset); (viixiv) any optionagreement for any mortgage, licensepledge or security agreement, franchise, deed of trust or similar agreement; other instrument granting a Lien (viiiother than Permitted Liens) upon any asset or property of the Business; (xv) any agency, dealer, sales representative, marketing, marketing or other similar agreement; ; (ixxvi) any agreement that limits the freedom of any Assignor Seller to compete in any line of business or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or that would so limit the freedom of Assignee Buyer or any Affiliate of Assignee after its Affiliates upon or as a result of the Closing Date; consummation of the transactions contemplated by this Agreement; (xxvii) any agreement for any guarantee or indemnification obligation that may bind Buyer or any of its Affiliates upon or as a result of the consummation of the transactions contemplated by this Agreement; (xviii) any agreement with a holder or for the benefit of any Assignor's capital stock; Affiliate of Seller or any stockholder thereof; (xixix) any agreement with involving compensation to any director employee or officer of consultant; (xx) any Greenbriar Partyagreement involving any labor agreement or collective bargaining agreement; or or (xiixxi) any other agreement, commitment, arrangement, arrangement or plan not made in the ordinary course of business. All business that is material to the Business. (b) Except as disclosed on Schedule 3.06(b), no material default (with the lapse of time or giving of a notice or both) on the part of Seller and, to the Knowledge of Seller, any other party thereto, exists under any of the Contracts identified on Schedule 3.06(a)(iii) and Seller has not received any notice of termination, cancellation, breach or default under any such agreementsContract. (c) Except as disclosed on Schedule 3.06(c), arrangements, commitments, guarantees each Contract included as a Purchased Asset is in full force and other instruments are legal, valid effect and constitutes the legal and binding obligations of such Assignorobligation of, and is legally enforceable against, Seller in accordance with its terms and, to such Assignor's knowledgethe Knowledge of Seller, of is legally enforceable against the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such . Each Contract identified on Schedule 3.1(m); 3.06(a)(iii) shall continue in full force and no defenses, offsets effect without penalty or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderadverse consequence.

Contracts. Each Assignor has provided Schedule 4.12 sets forth a true, correct and complete list of the following written contracts, agreements, leases, commitments and other instruments to Lone Star which a Seller is, or is performing obligations as though it were, a party (other than the Employment Agreements set forth on Schedule 4.14 and the Seller Benefit Plans set forth on Schedule 4.15), in each case only to the extent related to, in connection with or otherwise affecting the Assets, the Business or the ownership or operation of the Assets or the Business but only to the extent they will become Assumed Contracts: (a) each lease or license involving any Assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $2,500,000 individually by any of the Sellers; (b) all contracts and agreements to which a Seller is a party that limit or restrict any of the Sellers or any Key Business Employees of any of the Sellers from engaging in any business in any jurisdiction; (c) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets, in each case requiring the payment by any of the Sellers after the date hereof of an amount in excess of $2,500,000; (d) all contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof or the Closing or in connection with the transactions contemplated hereby; (e) all contracts and agreements granting any Person a Lien (other than a Permitted Lien) on all or any part of the Assets; (f) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (g) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any of the Assets; (h) all contracts and agreements with any agent, distributor or representative that is not terminable without penalty on 90 days’ or fewer notice; (i) all contracts and agreements for the granting or receiving of a license, sublicense or franchise under which any Person is obligated to pay or has given Lone Star access the right to accurate receive a royalty, license fee, franchise fee or similar payment in excess of $100,000 annually; (j) all joint venture or partnership contracts and all other contracts providing for the sharing of any profits (but excluding the limited partnership agreement of Huntsman Fuels); (k) all customer and supplier contracts, not terminable without penalty on 90 days’ or fewer notice either by the Seller party thereto or the applicable customer or supplier, for the provision of goods or services with a value in excess of $2,500,000 in any year during the two-year period ended December 31, 2005 by any of the Sellers; (l) all outstanding powers of attorney empowering any Person to act on behalf of any of the Sellers that would be binding on the Purchaser as a result of the closing of the transactions under this Agreement; (m) the software license agreements set forth on Schedule 4.12(m) (“Transferred Software License Agreements”); and (n) all existing contracts, agreements, arrangements and commitments (other than those described in subsections (a) through (m) of this Section 4.12) to which any of the Sellers is a party or by which the Assets are bound (i) involving an annual commitment or annual payment to or from such Seller of more than $2,500,000 individually or (ii) that is material to the Business, individually. True, correct and complete copies of all of the Assumed Contracts described above in this Section 4.12 have been made available to the Purchaser or its representatives or agents. Subject to the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): (i) any lease (whether of real or personal property); (ii) any agreement for paragraph, the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments Assumed Contracts are legal, valid valid, binding and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in all material respects in accordance with their termsrespective terms with respect to the Sellers that are a party to such Assumed Contracts, and to the Sellers’ Knowledge with respect to each other Person party thereto, subject in each case to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts granting equitable remedies. There is no existing material default or breach by any of the Sellers under any Assumed Contract (or event or condition that, with notice or lapse of time or both could constitute a material default or breach), and to the Sellers’ Knowledge, there is no such material default (or event or condition that, with notice or lapse of time or both, could constitute a material default or breach) with respect to any third party to any such Assumed Contract. As of the date hereof, no party to any Assumed Contract is (x) repudiating any provision thereof, (y) failing to perform its obligations thereunder claiming force majeure or other right to suspend performance or (z) claiming any right to offset, discount or otherwise ▇▇▇▇▇; all payments required in each case, in respect of any material amount or performance obligation owing thereunder, and except, in the case of clause (z), only as expressly permitted by the applicable contract. None of the rights of either Seller in the Assumed Contracts is subject to a Lien other than a Permitted Lien. Schedule 4.12 identifies with an asterisk each Assumed Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Assumed Contract to the Purchaser. The representations and warranties in this Section 4.12 in respect of MTBE Contracts are given only as of the date hereof. Certain of the Assumed Contracts may not in fact have been executed on behalf of a Seller and/or other Person party (or intended to be made thereunder party) thereto or may have been made expired or be beyond their term. The Purchaser accepts the risk that if in fact any such contract was not fully executed or has expired or is beyond its term, it may not be enforceable by the parties required to do soSellers (or after the Closing, except the Purchaser), against any other party thereto. Subject to the extent that any payments are being contested preceding sentence, all representations and warranties of the Sellers in good faith the paragraph immediately above shall apply with respect to each such contract as if it had been fully and are listed validly executed, or was within its stated term, as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderapplicable.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies (a) Schedule 3.12(a) sets forth a list of all each of the following agreements or documents to which Contracts of the Sky Division (such Assignor is subject and each of which is listed on Schedule 3.1(m): Contracts, being the "Material Contracts"): (i) any lease (whether of real or personal property); (ii) any agreement each Contract for the purchase of materialsinventory, suppliesspare parts, goods, services, equipment, other materials or other assets personal property with any supplier or for the furnishing of services to the Seller related to the Sky Division: (A) providing for annual payments by such Assignor under the terms of which the Seller may be required to purchase goods or services in an amount in excess of $10,000 or more, 250,000 in the aggregate over the remaining term of such Contract and (B) providing which cannot be canceled by the Seller without penalty and without more than 90 days' notice; (ii) each Contract for aggregate payments the sale of inventory or other personal property or for the furnishing of services by such Assignor the Seller related to the Sky Division: (A) under the terms of which the Seller may be required to provide goods or services in an amount in excess of $25,000 or more, or 250,000 in the aggregate over the remaining term of such Contract and (CB) which cannot terminable on thirty (30) days or less notice be canceled by the Seller without penalty; penalty and without more than 90 days' notice; (iii) any partnershipall broker, joint venturedistributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts related to the Sky Division: (A) under the terms of which the Seller may be required to purchase goods or services, or other pay commissions or similar agreement or arrangement; payments of more than $250,000 in the aggregate over the remaining term of such Contract and (B) which cannot be canceled by the Seller without penalty and without more than 90 days' notice; (iv) any instruments all management Contracts and Contracts with independent contractors or documents evidencing consultants (or similar arrangements) related to the issuance Sky Division: (A) under the terms of any equity securities, warrants, rights which the Seller may be required to pay salaries or options to purchase equity securities fees for services or similar payments of more than $250,000 in the aggregate over the remaining term of such Assignor; Contract and (B) which cannot be canceled by the Seller without penalty and without more than 90 days' notice; (v) any management agreements; each Contract relating to the operation of the Real Property: (A) under the terms of which the Seller may be required to make rental payments or other payments for the provision of services of more than $250,000 in the aggregate over the remaining term of such Contract and (B) which cannot be canceled by the Seller without penalty and without more than 90 days' notice; (vi) any instruments or documents evidencing or all Contracts relating to Indebtedness, or guarantees any Indebtedness of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; the Sky Division; (vii) all Contracts related to the Sky Division with any option, license, franchise, or similar agreement; Governmental Authority to which the Seller is a party; (viii) any agency, dealer, sales representative, marketing, all Contracts related to the Sky Division that limit or other similar agreement; (ix) any agreement that limits purport to limit the freedom ability of any Assignor the Sky Division to compete in any line of business or with any Person or in any geographic area that would limit or during any period of time; (ix) all Contracts related to the freedom of Assignee Sky Division between or among the Seller or any Affiliate of Assignee after the Closing DateSeller; and (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan all Contracts related to the Sky Division which are not made in the ordinary course of business. All such agreements, arrangementsand which are material to the conduct of the Sky Division's business. (b) Except as disclosed on Schedule 3.12(b), commitments, guarantees and other instruments are legal, each Material Contract: (i) is valid and binding obligations of and enforceable against the Seller, except to the extent that such Assignorenforceability (A) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (B) is subject to such Assignor's knowledgegeneral principles of equity, (ii) is in full force and effect, and (iii) upon consummation of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made transactions contemplated by the parties required to do sothis Agreement, except to the extent that any payments are being contested in good faith and are listed as such Consents set forth on Schedule 3.1(m3.4 are not obtained, shall continue in full force and effect without penalty or other adverse consequence. The Seller is not in breach of, or default under, any Material Contract, except for breaches or defaults which individually or in the aggregate could not reasonably be expected to have a Seller Material Adverse Effect. (c) Except as disclosed on Schedule 3.12(c); , (i) to the Seller's Knowledge, no other party to any Material Contract is in breach thereof or default thereunder and (ii) to the Seller's Knowledge, no defenses, offsets other party to any Material Contract has indicated in writing its intention not to perform thereunder. (d) The Seller has not received notice in writing of any plan or counterclaims thereto have been asserted in writing, orintention of any other party to any Material Contract to exercise any right to cancel or terminate such Material Contract. Except as disclosed on Schedule 3.12, to such Assignorthe Seller's knowledgeKnowledge, may be made by any party thereto other than such Assignornone of the customers or suppliers of the Sky Division has refused, nor or communicated in writing that it intends to refuse, to purchase or supply goods or services, or has such Assignor waived any substantial rights thereundercommunicated in writing that it intends to substantially reduce the amounts of goods or services that it is willing to purchase from or sell to Seller.

Contracts. Each Assignor has provided Except for (i) purchase orders, invoices, confirmations and similar documents involving the purchase or sale of goods or services for less than $250,000 over a period of 12 months or less, (ii) Leases, (iii) Benefit Arrangements, and (iv) contracts relating to Lone Star or has given Lone Star access to accurate and complete copies intercompany obligations, Schedule 4.15(i) sets forth a list of all of the following agreements or documents contracts ("Material Contracts") (A) to which such Assignor Able or any of its Subsidiaries is subject and each a party or (B) by which any of which is listed on Schedule 3.1(m): the assets of Able or any of its Subsidiaries are bound: (i1) contracts pertaining to the borrowing of money; (2) contracts creating Liens; (3) contracts creating guarantees; (4) contracts relating to material employment or consulting services; (5) contracts relating to any lease single capital expenditure in excess of $250,000 or aggregate capital expenditures in excess of $500,000; (whether 6) contracts for the purchase or sale of real property, any business or personal property)line of business or for any merger or consolidation; (ii7) joint venture or partnership agreements; (8) contracts that individually require by their respective terms after the date hereof the payment or receipt of $250,000 or more; (9) any agreement for involving derivatives, hedging or futures under which the purchase obligations of materials, supplies, goods, services, equipment, Able or other assets (A) providing for annual payments by such Assignor one of its Subsidiaries could reasonably be expected to exceed $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty250,000; (iii10) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement contract that limits the freedom of any Assignor Able or its Subsidiaries to compete in any line of business or with any Person or to conduct business in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Partygeographic location; or (xii11) any other agreement, commitment, arrangement, contract for the purchase or plan not made in sale of all or substantially all of the ordinary course assets or stock of businessany company or operating division. All such agreements, arrangements, commitments, guarantees and other instruments Material Contracts are legal, valid and binding obligations and in full force and effect. Except as disclosed in Schedule 4.15(ii), there has been no material breach of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made any contract by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets Able or counterclaims thereto have been asserted in writing, its Subsidiaries or, to such AssignorAble's knowledgeKnowledge, may be made by any party thereto other than such AssignorPerson, nor which breach has such Assignor waived any substantial rights thereundernot been cured or waived. Able will make available to Bracknell true and complete copies of the Material Contracts.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies Section 3.12 of all the Disclosure Schedule contains a list of the following agreements contracts, agreements, leases and other legally binding instruments, whether written or documents oral to which the Company is, or after the consummation of the transactions contemplated by the Contribution Agreement and the related transfer agreements will be, a party or by which it is, or after the consummation of the transactions contemplated by the Contribution Agreement and the related transfer agreements will be, otherwise bound (each such Assignor is subject contract, a “Material Contract”): (a) contracts with respect to Benefit Plans sponsored by the Company; (b) collective bargaining agreements and each any other contracts with any labor unions; (c) agreements for the employment or engagement of which is listed on Schedule 3.1(m): any officer or employee (not including at-will employment or offer letters) that (i) any lease (whether provide annual cash or other compensation in excess of real or personal property); $50,000 per year, (ii) provide for Change of Control Payments, or (iii) restrict the ability of the Company to terminate the employment of any agreement Person at any time for any lawful reason or for no reason without liability (including severance obligations); (d) agreements or arrangements with any individual serving as an independent contractor who works for or supports the Business; (e) loan or credit agreements, promissory notes, bonds, debentures, security agreements, pledge agreements, mortgages, indentures, factoring agreements, guarantees, letters of credit, performance bonds, completion bonds, surety agreements, or similar financing arrangements; (f) leases, subleases or licenses, either as lessee, sublessee or licensee or as lessor, sublessor or licensor, of any personal property, including capital leases, which agreements involve annual payments in excess of $200,000, cannot be cancelled by the Company without payment or penalty upon notice of 30 days or less, or have unexpired terms as of the Closing Date that exceed one year; (g) agreements or series of related agreements with customers, suppliers and vendors of the Company for the purchase or sale of materialsgoods or services involving payments in excess of $100,000 in the aggregate, supplies, goods, services, equipmentwhich cannot be cancelled by the Company without payment or penalty upon notice of 30 days or less, or other have unexpired terms as of the Closing Date that exceed one year, in each case in effect as of the date hereof; (h) agreements with respect to the acquisition or disposition of any business, assets (A) providing for annual payments by such Assignor or securities outside the Ordinary Course of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or moreBusiness, or any equity or debt investment in or any loan to any Person; (Ci) not terminable on thirty (30) days or less notice without penalty; (iii) any partnershiplimited liability company agreements, partnership agreements, joint venture, or venture agreements and all other similar agreement contracts (however named) that involve a sharing of profits, losses, costs or arrangement; liabilities by the Company with any other Person; (ivj) all agreements by which the Company, Seller or Holdings licenses any instruments Business Intellectual Property to any Person and all agreements for Licensed Intellectual Property, other than agreements for commercial “off-the-shelf” Software or documents evidencing Open Source Software; (k) agreements with Seller or any current or former officer, director, stockholder or Affiliate of the issuance Company; (l) agreements containing covenants of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor Company not to compete in any line of business or with any person in any geographical area or covenants of any other Person not to compete with the Company in any line of business or in any area that would limit geographical area; (m) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the freedom Company; (n) any Tax Sharing Agreement; and (o) each amendment, supplement and modification in respect of Assignee any of the foregoing. All of the Material Contracts to which the Company is, or any Affiliate of Assignee after the Closing Date; (x) any agreement with consummation of the transactions contemplated by the Contribution Agreement and the related transfer agreements will be, a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made party are in the ordinary course of business. All such agreements, arrangements, commitments, guarantees full force and other instruments effect and are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties theretoCompany, enforceable against it in accordance with their terms; all payments required , and, to be made thereunder have been made by the parties required to do soCompany’s Knowledge, each other party thereto, except to the extent enforcement may be affected by Enforceability Exceptions. The Company is in compliance in all material respects with the terms and requirements of such Material Contract and, to the Company’s Knowledge, each other Person that any payments are being contested is party to such Material Contract is in good faith compliance in all material respects with the terms and are listed as requirements of such on Schedule 3.1(m); Material Contract, and no defensesevent has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto. The Company has made available to Purchaser true, offsets correct and complete copies of all of the Material Contracts, together with all amendments, modifications or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereundersupplements thereto.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Schedule 3.11(a) is a correct and complete copies list (by reference to the applicable subsection hereof) of all each of the following agreements or documents Contracts to which such Assignor the Company is subject and each a party following completion of which is listed on Schedule 3.1(mthe Restructuring (the “Material Contracts”): (i) any lease (whether of real or personal property); (ii) any agreement each continuing Contract for the purchase of materials, supplies, goods, services, equipmentgoods or the supply of services that requires the Company, or other assets (A) providing for is reasonably likely to result in the Company being obligated, to pay an annual payments by such Assignor amount of $10,000 50,000 or moremore in the aggregate after the Agreement Date (excluding Contracts with publishers), or that entitles the Company to receive an annual amount of $50,000 or more in the aggregate after the Agreement Date, excluding insertion orders entered into by the Company with advertisers or marketers in the ordinary course of business, (Bii) providing all Contracts that restrict the Company or any of its Affiliates from competing with or engaging in any business activity anywhere in the world or soliciting for aggregate payments by such Assignor of $25,000 employment, hiring or moreemploying any Person, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint ventureall Contracts pursuant to which the Company has acquired or disposed of, or other similar agreement is obligated to acquire or arrangement; dispose of, a business or an entity, or a material portion of the assets of a business or entity, whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets, license or otherwise, and as to which the Company has continuing material obligations or material rights, (iv) any instruments all Contracts concerning joint venture or documents evidencing partnership agreements, or the issuance sharing of any equity securitiesprofits, warrants, rights or options to purchase equity securities of such Assignor; (v) all Contracts whereby the Company leases, subleases, licenses, or otherwise holds any management agreements; rights to use or occupy any interest in real property (the “Real Property Leases”), (vi) any instruments or documents evidencing or relating all Contracts with respect to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) all Contracts with any optionGovernmental Authority, license, franchise, or similar agreement; (viii) any agencyall Contracts listed on Schedule 3.10(b)(i), dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; all Contracts listed on Schedule 3.10(b)(ii), (x) all Contracts that contain any agreement “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, or rebates, excluding any Contracts with a holder such provisions that are for the benefit of any Assignor's capital stock; Company, (xi) any agreement with any director or officer of any Greenbriar Party; or collective bargaining agreements, (xii) all Contracts with respect to the employment of any other agreementindividual on a full-time, commitmentpart-time, arrangementconsulting, or plan other basis involving annual payments of more than $100,000 and that, in each case, is not immediately terminable by the Company without cost or Liability, (xiii) each Contract with any publisher that resulted in the payment by the Company to such publisher of an amount of $50,000 or more in the aggregate during the twelve month period ended December 31, 2013, and (xiv) all Contracts not made in the ordinary course of businessthe Business consistent with past practice and that are material to the Business. (b) Except as set forth on Schedule 3.11(b), correct and complete copies of the Material Contracts listed on Schedule 3.11(a), together with all modifications and amendments thereto, have previously been delivered or made available to Buyer. All such agreementsExcept as set forth on Schedule 3.11(b), arrangementseach of the Material Contracts is in full force and effect, commitments, guarantees and other instruments are legal, is valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their its terms; all payments required , and is not subject to be made thereunder have been made any claims, charges, set-offs or defenses in connection with the enforcement by the parties required to do so, except to the extent that Company of any payments are being contested in good faith and are listed rights thereunder. Except as such set forth on Schedule 3.1(m3.11(b); and no defenses, offsets the Company is not in material default under, nor has any event occurred which with the giving of notice or counterclaims thereto have been asserted the passage of time or both would constitute a material default by the Company under, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in writing, or, to such Assignor's knowledge, may be made by any manner release any party thereto from any material obligation under, any Material Contract and, to the knowledge of the Company, no other than party is in material default, and no event has occurred which with the giving of notice or the passage of time or both would constitute a material default by any other party, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by the Company under, or in any manner release any party thereto from any obligation under, any such AssignorMaterial Contract. Except as set forth on Schedule 3.11(b), neither Seller nor the Company has been notified in writing by any counterparty to any Material Contract that such Assignor waived any substantial rights thereundercounterparty is terminating or intends to terminate such Contract.

Contracts. Each Assignor has provided That certain letter dated the date of this Agreement from the Shareholder to Lone Star or has given Lone Star access to accurate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the President and complete copies Chief Executive Officer of THK (the “Contracts Letter”), sets forth a list of all of the following agreements material contracts (oral or documents written) to which such Assignor RESO is subject and each of which is listed on Schedule 3.1(m): a party (ithe “Designated Contracts”), including: (a) any lease agreement(s) for the provision of educational content or other content used by RESO on its website(s) or otherwise in its Business (whether of real or personal propertythe “Content Agreements”); ; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, goods, services, equipmentproducts, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or morepersonal property, or (C) for the furnishing or receipt of services, in each case not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made entered into in the ordinary course of business; (c) any agreement concerning a partnership, joint venture or limited liability company venture; (d) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any Indebtedness for borrowed money, in excess of $10,000 or pursuant to which a Lien has been placed on any of its assets, tangible or intangible, in excess of $10,000; (e) any agreement concerning confidentiality or non-competition; (f) any agreement between the Shareholder or his Affiliates and RESO; (g) any agreement under which RESO has advanced or loaned monies to any director, officer, or employee; (h) any agreement which restricts RESO from engaging in the Business anywhere in the world; (i) any settlement or similar agreement, the performance of which will require RESO to pay, or entitles RESO to receive, after the Closing Date consideration in excess of $10,000; (j) any agreement relating to any acquisition, divestiture, merger or similar transaction involving consideration in excess of $10,000, which contains representations, warranties, covenants, indemnities or other obligations which are still in effect; (k) any powers of attorney (other than a power of attorney given in the ordinary course of business for routine Tax matters); (l) any contract relating to pending capital expenditures of RESO in excess of $10,000; (m) any agreement under which RESO has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; and (n) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $50,000. All such agreementsRESO has delivered, arrangementsor made available, commitmentsto THK, guarantees a correct and other instruments are complete copy of each of the written Designated Contracts listed in the Contracts Letter (as amended to date) including but not limited to the Content Agreements and a written summary setting forth the material terms and conditions of each oral Designated Contract, if any, referred to in the Contracts Letter. Each of the Designated Contracts including but not limited to the Content Agreements is the legal, valid and valid, binding obligations of such Assignor, and to such Assignor's knowledge, obligation of the other parties thereto, enforceable against each party except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor rights generally or by general equity principles (regardless of whether enforcement is sought in accordance with their terms; all payments required a proceeding in equity or at law). No party to be made thereunder have been made by any of the parties required to do so, except Designated Contracts including but not limited to the extent that any payments are being contested Content Agreements is in good faith and are listed as such on Schedule 3.1(m); material breach or default, and no defensesevent has occurred that with notice or lapse of time would constitute a material breach or default, offsets or counterclaims thereto have been asserted in writingpermit termination, ormodification, or acceleration, under any of the Designated Contracts including but not limited to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderthe Content Agreements.

Contracts. Each Assignor has Except for (a) individual orders for the purchase of raw materials or supplies used in the manufacture of finished products which do not exceed $200,000, (b) individual orders for the purchase of inventories in the Ordinary Course of Business not in excess of $200,000, (c) routine maintenance and service contracts, (d) office equipment rental agreements, (e) standardized agreements governing the use by the Company of computer software licensed by it, in each case entered into in the Ordinary Course of Business, (f) agreements providing for the loan to the Company by vendors of display racks and similar equipment, (g) arrangements relating to consignments, sales on approval and sales subject to return with respect to greeting cards and similar items of merchandise which, in the aggregate, are not material to the Business and (h) agreements terminable by the Company upon not more than 30 days' notice without penalty which were entered into in the Ordinary Course of Business (the "Ordinary Course of Business Contracts"), set forth in Schedule 4.25 is a list (a true and correct copy of each of which have been provided to Lone Star or has given Lone Star access to accurate and complete copies Purchaser) of all of the following agreements entered into by, or documents to which such Assignor is subject and each binding upon, the Company or its assets as of which is listed on Schedule 3.1(mthe date of this Agreement (together, the "Material Contracts"): (i) any lease (whether all contracts for the purchase, sale, licensing, leasing, use or transfer of real or personal property)property which require aggregate payments in excess of $200,000; (ii) all contracts, agreements or arrangements with the Stockholder or any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penaltyAffiliate thereof; (iii) all letters of credit, warranties, guarantees, indemnificatiOn and surety agreements, to which the Company is a party or has any partnership, joint venture, rights or other similar agreement or arrangementobligations; (iv) any all notes, agreements and instruments or documents evidencing the issuance of any equity securities, warrants, rights or options relating to purchase equity securities of such Assignorindebtedness for borrowed money; (v) any management agreementsagreement, contract or commitment containing any covenant limiting the ability of the Company to engage in any line of business undertaken by the Company, to compete with any business or Person or to expand the nature or geographic scope of the Business; (vi) any instruments agreement, contract or documents evidencing or commitment relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor capital expenditures with respect theretoto the Company and involving future payments which, together with future payments under all other agreements, contracts or commitments relating to the same capital project, exceed $85,000; (vii) any optionagreement, license, franchise, contract or similar agreementcommitment relating to the acquisition of assets or capital stock of any business enterprise; (viii) any agencycontract, dealercommitment or agreement which requires payments in excess of $200,000, sales representativeto the extent such contract, marketing, commitment or other similar agreementagreement is not terminable within 30 days without payment of premium or penalty; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitmentcontract or commitment that constitutes an employment agreement, arrangement, consulting agreement or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunder.personal service contract not

Contracts. Each Assignor has provided (a) The Sunrise Disclosure Schedule contains a complete and accurate list of each Contract or series of related Contracts to Lone Star or has given Lone Star access to accurate and complete copies of all which any of the following agreements Sunrise Entities is a party or documents to is subject, or by which such Assignor is subject and each any of which is listed on Schedule 3.1(m): their respective assets are bound: (i) any lease (whether of real or personal property); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, equipment or other assets and that involves or would reasonably be expected to involve (A) providing for annual payments by such Assignor any of the Sunrise Entities of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 50,000 or more, or (CB) not terminable on thirty aggregate payments by any of the Sunrise Entities of $250,000 or more; (30ii) days (A) for the sale by any of the Sunrise Entities of materials, supplies, goods, services, equipment or less notice without penalty; other assets, and that involves (1) a specified annual minimum dollar sales amount by any of the Sunrise Entities of $50,000 or more, or (2) aggregate payments to any of the Sunrise Entities of $50,000 or more, or (B) pursuant to which any of the Sunrise Entities received payments of more than $100,000 in the year ended 2006 or expects to receive payments of more than $100,000 in the year ending 2006; (iii) that requires any of the Sunrise Entities to purchase its total requirements of any product or service from a third party or that contains “take or pay” provisions; (iv) pursuant to which (A) any of the Sunrise Entities purchases components for inclusion into its products other than components purchased solely on a purchase order basis or (B) pursuant to which a third party manufactures or assembles products on behalf of any of the Sunrise Entities; (v) that continues over a period of more than six months from the date hereof, other than arrangements disclosed pursuant to the preceding subparagraphs (i) and (ii); (vi) that is an employment, consulting, termination or severance Contract, other than any such Contract that is terminable at-will by any of the Sunrise Entities without liability to such Sunrise Entity; (vii) that is a partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, venture or similar agreement; Contract; (viii) any agencythat is a distribution, dealer, representative or sales representative, marketing, or other similar agreement; agency Contract; (ix) that is a (A) lease or sublease pursuant to which any agreement that limits of the freedom Sunrise Entities is a party or by which any of them is bound or (B) Contract for the lease of personal property, in either case which provides for payments to or by any Assignor to compete of the Sunrise Entities in any line one case of business $5,000 or with any Person more annually or in any area that would limit $10,000 or more over the freedom term of Assignee or any Affiliate of Assignee after the Closing Date; lease; (x) which provides for the indemnification by any agreement with a holder of the Sunrise Entities of any Assignor's capital stock; Person, the undertaking by any of the Sunrise Entities to be responsible for consequential damages, or the assumption by any of the Sunrise Entities of any Tax, environmental or other Liability; (xi) any agreement with any director or officer of any Greenbriar Party; or Governmental Authority; (xii) any that is a note, debenture, bond, equipment trust, letter of credit, loan or other agreement, commitment, arrangement, Contract for Indebtedness or plan not made lending of money (other than to employees for travel expenses in the ordinary course of business. All ) or Contract for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person; (xiii) for a charitable or political contribution in any one case in excess of $1,000 or any such agreementsContracts in the aggregate greater than $5,000; (xiv) for any capital expenditure or leasehold improvement in any one case in excess of $100,000 or any such Contracts in the aggregate greater than $500,000; (xv) that restricts or purports to restrict the right of any of the Sunrise Entities to engage in any line of business, arrangementsacquire any property, commitmentsdevelop or distribute any product or provide any service (including geographic restrictions) or to compete with any Person or granting any exclusive distribution rights, guarantees in any market, field or territory; (xvi) that relates to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (xvii) that is a collective bargaining Contract or other Contract with any labor organization, union or association; and (xviii) that is otherwise material to the Sunrise Entities as a whole and other instruments are legalnot previously disclosed pursuant to this Section 3.18. (b) Each Contract required to be listed in Section 3.18(a) of the Sunrise Disclosure Schedule (collectively, the “Material Contracts”) is in full force and effect and valid and binding obligations enforceable in accordance with its terms. (c) None of such Assignorthe Sunrise Entities is, and to such Assignor's knowledgethe Knowledge of Sunrise, no other party thereto is, in default in the performance, observance or fulfillment of any obligation, covenant, condition or other term contained in any Material Contract, and none of the Sunrise Entities has given or received notice to or from any Person relating to any such alleged or potential default that has not been cured. To the Knowledge of Sunrise, no event has occurred which with or without the giving of notice or lapse of time, or both, may conflict with or result in a violation or breach of, or give any Person the right to exercise any remedy under or accelerate the maturity or performance of, or cancel, terminate or modify, any Sunrise Material Contract. (d) The Sunrise Entities have provided (or made available) accurate and complete copies of each Material Contract to Hallador. (e) All Contracts other parties theretothan Material Contracts to which any of the Sunrise Entities is a party or is subject, or by which any of their respective assets are bound are in all material respects valid and enforceable in accordance with their terms; all payments required to be made . None of the Sunrise Entities is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained therein, and no event has occurred which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder have been made by any of the parties required to do soSunrise Entities, except to in either case where any such default or defaults could not reasonably be expected have, individually or in the extent that aggregate, a material adverse effect on any payments are being contested in good faith and are listed of the Sunrise Entities taken as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereundera whole.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Schedule 2.10 sets forth a true, complete and complete copies correct list of all Material Contracts relating to the Business (except for customer contracts which are provide for revenues of less than $25,000 on an accrued basis per year). For purposes of this Section 2.10, a Contract (or a group of similar Contracts with the following agreements or documents to which such Assignor same party) is subject and each of which is listed on Schedule 3.1(m): a "Material Contract" if it (i) any lease (whether provides for revenues or expenses anticipated to exceed $10,000 on an accrued basis per year or during the remaining term of real or personal property)such contract if less than a year and relates to the Business; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, restricts Seller's rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in the Business, whether by restricting territories, customers or otherwise, in any line of business or territory; (iii) is a partnership, joint venture or other similar contract arrangement or agreement; (iv) relates to indebtedness (including any guarantees of payment for borrowed money) or is a capital lease; (v) constitutes or creates obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person; (vi) contracts for the employment of any officer, individual employee or other Person on a full-time or consulting basis or any severance agreements; (vii) provides for a lease under which Seller is lessor of or permits any third party to hold or operate any property, real or personal, which constitutes Purchased Assets; (viii) contracts with any Person Governmental Agency; (ix) relates to the release or in any area that would limit disposal of Hazardous Substances relating to the freedom of Assignee or any Affiliate of Assignee after the Closing DateBusiness; (x) is or creates a commitment, obligation, agreement or Contract with respect to any agreement sales agent, broker or distributor not cancelable without penalty upon notice of 60 days or less pursuant to which Seller must pay commissions or other compensation in connection with a holder the sale of any AssignorSeller's capital stockproducts; (xi) provides for the advertisement, display, or promotion of any agreement of Seller's products or services in excess of $10,000 that cannot be canceled by Seller without payment or penalty upon notice of sixty (60) days or less; (xii) contracts with any director insider, former insider or officer Affiliate of any Greenbriar PartySeller; (xiii) is a tax-sharing agreement or contract; (xiv) requires the naming of a third party as an insured under an insurance policy; or (xiixv) any otherwise relates to the Business and is material. True, complete and correct copies of all written Material Contracts, together with all amendments, supplements or other agreementmodifications thereto, commitmenthave heretofore been delivered or otherwise made available to Buyer for review. The Material Contracts are in full force and effect, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are constitute legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other respective parties thereto, and are enforceable in all material respects in accordance with their terms; respective terms and will continue to be the valid and enforceable following the Closing. Seller has, in all payments material respects, performed all of the obligations required to be made thereunder have been made performed by it to date, and there exists no default, or any event which upon the parties required giving of notice or the passage of time, or both, would give rise to do so, except to a claim of a default in the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, performance by Seller or, to such Assignor's knowledgethe Knowledge of Seller or Seller Shareholder, may be made by any other party, of their respective obligations under any Material Contract. Except as set forth on Schedule 2.10 under the heading "Required Consents" (the "Required Consents"), no consent or approval by, or any notification or filing with, any party thereto other than such Assignorto any Material Contract is required in connection with the execution, nor delivery and performance by Seller of this Agreement or the consummation by Seller of the Transactions. There are no renegotiations or, to the Knowledge of Seller, attempts to negotiate or outstanding rights to renegotiate any material amount to be paid or payable to or by Seller and Seller has such Assignor not waived or released any substantial rights thereunderunder any Material Contract.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of all (a) Except as set forth in Section 4.12(a) of the following agreements Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries is party to, or documents to which such Assignor is subject and each bound by, any of which is listed on Schedule 3.1(m): the following: (i) any lease Contract with any direct customer of Business Products (whether of real excluding third party dealers, distributors, resellers, sales representatives or personal propertysimilar representatives and OEMs); , including purchase agreements, open purchase orders for which there is no underlying purchase agreement, maintenance and service agreements and warranty agreements; (ii) any Contract with any dealer, distributor, reseller, sales representative or similar representative of Business Products that (A) is material to the operation of the Business or (B) is exclusive with respect to any Business Product; (iii) any Contract with any OEM of Business Products; (iv) any Contract with any supplier of any raw material or components incorporated into Business Products or Transferred PCIe Assets involving (A) required annual payments by Seller and its Subsidiaries of $30,000 or more, or (B) aggregate payments by Seller and its Subsidiaries of $80,000 or more in the calendar year ended December 31, 2012; (v) any Contract with a third party that (A) is material to the operation of the Business or Transferred PCIe Assets, and (B) provides manufacturing, design or test services including any contract manufacturer or original design manufacturer of the Business Products or the Transferred PCIe Assets; (vi) any Contract with any Business Employees, including employment agreements, retention agreements, severance agreements, change in control agreements or other similar agreements, other than Contracts that are terminable on an at-will basis and without Liability (other than Liability to provide, or provide access to, statutory benefits); (vii) any Contract with any labor union, works council or any collective bargaining agreement or similar agreement with or in respect of any Business Employees; (viii) any Contract under which Seller or any of its Subsidiaries has advanced or loaned, in respect of the Business, any other Person amounts in the aggregate exceeding $10,000 or under which any Person would be deemed to have Indebtedness to Seller or any of its Subsidiaries in respect of the Business in amounts in the aggregate exceeding $10,000; (ix) any Contract relating to borrowed money or other Indebtedness in respect of the Business or the mortgaging, pledging or otherwise placing a Lien on any Transferred Assets in an amount exceeding $10,000; (x) a lease, sublease or similar Contract with any Person under which (A) Seller or any of its Subsidiaries is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person that is necessary for the operation of the Business or (B) Seller or any of its Subsidiaries is a lessor or sublessor of, or makes available for use by any Person, any machinery, equipment, vehicle or other tangible personal property owned or leased by Seller or its Subsidiaries that is necessary for the operation of the Business, in any case that has an aggregate future Liability or receivable, as the case may be, in any fiscal year in excess of $10,000; (A) a continuing Contract for the future purchase by Seller or its Subsidiaries of materials, supplies, equipment or services (other than purchase orders for inventory (including raw materials, work in process and finished goods, services, equipment, or other assets (A) providing for annual payments by such Assignor in the ordinary course of business) in respect of the Business that has an aggregate future Liability in any fiscal year to any Person in excess of $10,000 or more20,000, (B) providing a management, consulting or other similar Contract for services to be provided to Seller or any of its Subsidiaries in respect of the Business or the Transferred PCIe Assets that has an aggregate payments by such Assignor future Liability in any fiscal year to any Person in excess of $25,000 or more, 20,000 or (C) not terminable on thirty an advertising agreement or arrangement in respect of the Business, in any such case that has an aggregate future Liability in any fiscal year to any Person in excess of $20,000; (30) days or less notice without penalty; (iiixii) any partnership, joint venture, Contract in respect of the Business or the Transferred PCIe Assets containing a most favored nation or similar provision in favor of any customer or other similar agreement counterparty to Seller or arrangement; any of its Subsidiaries; (ivxiii) any instruments Contract in respect of the Business or documents evidencing the issuance Transferred PCIe Assets obligating Seller or any of any equity securities, warrants, rights or options its Subsidiaries to purchase equity securities of such Assignor; or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party; (vxiv) any management agreements; Contract exclusively related to the Business or the Transferred Assets between or among Seller and one or more of its Subsidiaries; (vixv) any instruments Contract in respect of the Business or documents evidencing the Transferred PCIe Assets imposing any material restriction on the right or relating ability of Seller or any of its Subsidiaries (or that would purport to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits materially limit the freedom of Buyer or any Assignor of its Subsidiaries) with respect to the Business or the Transferred PCIe Assets: (A) to compete with any other Person or to engage in any line of business business, market or with geographic area or (B) to develop or distribute any Person or in any area that would limit the freedom of Assignee Transferred Technology or any Affiliate of Assignee after the Closing Date; Transferred PCIe Assets; (xxvi) any agreement with a holder Contract that limits the ability of Seller or any of its Subsidiaries to make generally available, subject to applicable law, any versions of any Assignor's capital stock; of the Business Products or of any Transferred PCIe Assets developed by or for Seller or any of its Subsidiaries; (xixvii) any agreement with any director or officer Contract for the disposition of any Greenbriar Party; material portion of the assets or business (whether by merger, sale of stock, sale of assets or otherwise) of Seller or any of its Subsidiaries directly related to the Business, the Transferred Assets, or the Licensed Technology; (xviii) any Contract in respect of the Business or the Transferred PCIe Assets pursuant to which Seller or any of its Subsidiaries is bound to, or has committed to provide or license any product or service to any third party (including any reseller or distributor of products) on an exclusive basis or to acquire or license any product or service on an exclusive basis from a third party (excluding customization of products or services for or by a party in the ordinary course of business) with respect to the Business or the Transferred PCIe Assets; (xix) (A) any joint venture Contract in respect of the Business or the Transferred PCIe Assets, (B) other than reseller agreements, any Contract in respect of the Business or the Transferred PCIe Assets that involves a sharing of revenues, profits, cash flows, expenses or Losses with other Persons or (xiiC) any Contract in respect of the Business or the Transferred PCIe Assets that involves the payment of royalties to any other Person in excess of $20,000 per annum; (xx) any written warranty, guaranty and/or other similar undertaking with respect to product performance extended by Seller or any of its Subsidiaries in respect of the Business or the Transferred PCIe Assets other than in the ordinary course of business; (xxi) any settlement agreement in respect of the Business or the Transferred PCIe Assets under which Seller or any of its Subsidiaries has material ongoing obligations; and (xxii) any other agreementContract, commitment, arrangement, whether or plan not made in the ordinary course of business. All such agreements, arrangementsthat is material to, commitmentsor necessary for the conduct of, guarantees the Business, or is material to the Transferred PCIe Assets. (b) Seller has made available to Buyer true and correct copies of all Contracts listed in Section 4.12(a) of the Disclosure Schedule and all IP Contracts (including all amendments, supplements and other instruments are legalmodifications thereto), with competitive information redacted, as in effect on the date hereof. Each Transferred Contract is a valid and binding obligations agreement of such Assignor, Seller or its Subsidiaries and to such Assignor's knowledge, of the other parties thereto, enforceable is in full force and effect in accordance with their its terms; all payments required to be made thereunder have been made by the parties required to do so. Neither Seller nor any of its Subsidiaries has violated or breached in any material respect, except and neither Seller nor any of its Subsidiaries has committed any material default under, any Transferred Contract, which remains uncured, and, to the extent that Knowledge of Seller, no other Person has violated or breached in any payments are being contested in good faith and are listed as such on Schedule 3.1(m); material respect, or committed any material default under, any Transferred Contract which remains uncured. To the Knowledge of Seller no event has occurred, and no defensescircumstance or condition exists, offsets that (with or counterclaims thereto have been asserted without notice or lapse of time) will, or could reasonably be expected to: (i) result in writinga material violation or material breach of any of the provisions of any Transferred Contract; (ii) give any Person the right to declare a default or exercise any remedy under any Transferred Contract; (iii) give any Person the right to accelerate the maturity or performance of any Transferred Contract; or (iv) give any Person the right to cancel, terminate or modify any Transferred Contract. Neither Seller nor any of its Subsidiaries has received any written notice (or, to such Assignor's knowledgethe Knowledge of Seller, may be made by other communication) regarding any party thereto other than such Assignoractual or possible material violation or material breach of, or material default under, any Transferred Contract, which remains uncured. Neither Seller nor any of its Subsidiaries has such Assignor waived any substantial of its respective material rights thereunderunder any Transferred Contract.

Contracts. Each Assignor has provided The Executive Managers each hereby represent and warrant, and the Director Shareholders each hereby represent and warrant to Lone Star its or has given Lone Star access to accurate and complete copies his knowledge, that: (a) Except as set forth in Section 3.13 of the Disclosure Schedule, Section 3.16(a) of the Disclosure Schedule sets forth all of the following agreements or documents contracts (collectively, "Material Contracts") to which such Assignor the Company or the Subsidiary is subject and each or by which any of which is listed on Schedule 3.1(m): their respective assets are bound: (i) any lease (whether all leases of real or personal property); ; (ii) any agreement for the purchase of materialsall collective bargaining agreements, suppliesemployment contracts, goods, services, equipment, consulting contracts and severance and/or "stay bonus" agreements or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; arrangements; (iii) any partnership, joint venture, all license agreements (either as licensee or other similar agreement or arrangement; licensor); (iv) any instruments all contracts or documents evidencing commitments for the issuance acquisition or disposition of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement assets with a holder value in excess of any Assignor's capital stock; $50,000 (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made than inventory purchase orders in the ordinary course of business. All such ); (v) all supply contracts that are not cancelable on ninety (90) days' (or less) notice; (vi) all leases of personal property with a value in excess of $50,000; (vii) all product distribution agreements; (viii) all non-compete or similar agreements; (ix) all joint venture or similar agreements; (x) all documents evidencing any lien, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations right of such Assignor, and first refusal or similar right with respect to such Assignorthe Company's knowledge, assets; (xi) all contracts involving consideration in excess of $50,000 with "change of control" or similar provisions requiring the consent of a third party to any change in ownership of the Company; (xii) all contracts with any officer, director or stockholder of the Company; and (xiii) all other parties theretocontracts involving consideration in excess of $100,000 or that are otherwise, enforceable in accordance with their terms; all payments required the opinion of Sellers, material to the Company's business. (b) Except as set forth in Section 3.16(b) of the Disclosure Schedule, (i) each of the Material Contracts is in full force and effect, except where the failure to be made thereunder in full force and effect would not have been made a Material Adverse Effect and (ii) there are no existing defaults by the parties required to do so, except to the extent that any payments are being contested Company or Subsidiary thereunder which would result in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereundera Material Adverse Effect.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies (a) Section 2.14(a) of all the Disclosure Schedules lists each of the following agreements Contracts of the Company (x) by which any of the Purchased Assets are bound or documents affected or (y) to which such Assignor the Company is subject and each of a party or by which it is listed on Schedule 3.1(m): bound in connection with the Business or the Purchased Assets: (i) any lease each Contract of the Company involving aggregate consideration in excess of $10,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than ninety (whether of real or personal property); 90) days’ notice; (ii) corporate integrity agreements, settlement and other similar agreements with Governmental Authorities; (iii) Contracts pursuant to which any agreement Person provides management services to the Company or pursuant to which the Company provides management services to any other Person; (iv) partnership agreements or joint venture agreements and other Contracts (however named) involving a sharing of profits, losses, costs or liabilities by the Company and another Person; (v) Contracts regarding the employment and/or engagement of the Personnel of the Company, including (A) employment, independent contractor and consulting and similar Contracts, and (B) Contracts contemplating bonus, severance or similar compensation awards to Personnel or agents; (vi) Contracts with any director, officer or equivalent governing Person of the Company (other than the Company Organizational Documents); (vii) Contracts for the purchase or sale of materials, supplies, goods, services, equipment, or other any assets (A) providing for annual payments by such Assignor other than Inventory in the ordinary course of $10,000 or morebusiness consistent with historical practices, (B) providing for aggregate payments by such Assignor of $25,000 or morecontaining contingent payment obligations, or (C) involving the payment of more than $2,500.00; (viii) Contracts affecting ownership of, title to, use of or any interest in the Purchased Assets; (ix) Contracts for the leasing or subleasing (as lessee, sublessee, lessor or sublessor) of personal property, intangibles or Real Property; (x) Contracts restricting in any manner (A) the Company’s or the Owner’s right to compete with any other Person, (B) the Company’s or the Owner’s right to sell to or purchase from any other Person, (C) the right of any other Person to compete with the Company, or (D) the ability of such other Person to employ or retain any employee of or independent contractor to the Company; (xi) Contracts for borrowed monies that relate to or encumber any Purchased Assets (including loan or credit agreements, pledge agreements, notes, security agreements, mortgages, debentures, indentures, factoring agreements and letters of credit); (xii) guaranties, performance, bid or completion bonds, and surety or indemnification agreements; and (xiii) Contracts not otherwise identified above that either (A) are material to the Business as currently conducted or currently contemplated to be conducted or involve consideration in excess of $500.00 annually, or (B) have terms of more than one year and are not terminable on by the Company upon less than thirty (30) days or less calendar days’ notice without penalty; . (iiib) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, Each Assigned Contract is valid and binding obligations of such Assignor, on the Company and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required its terms and is in full force and effect. Except as set forth in Section 2.14(b) of the Disclosure Schedules, none of the Company or, to the Company’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be made thereunder in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Assigned Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made by available to Newco. Except as set forth in Section 2.14(b) of the parties required to do soDisclosure Schedules, except to the extent that any payments there are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, material disputes pending or, to such Assignor's knowledgethe Company’s Knowledge, may be made by threatened under any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderAssigned Contract included in the Purchased Assets.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies (a) Section 3.13(a) of all the Disclosure Schedule lists each of the following agreements or documents Contracts of Sabine (such Contracts, together with all Contracts related to which such Assignor is subject Intellectual Property set forth in Section 3.11 and each Section 3.12 of which is listed on the Disclosure Schedule 3.1(m): being “Material Contracts”): (i) any lease (whether each Contract of real or personal property); Sabine involving aggregate consideration in excess of $5,000 and which, in each case, cannot be cancelled by Sabine without penalty and/or without more than 60 days’ notice; (ii) all Contracts that require Sabine to purchase its total requirements of any agreement for the purchase of materials, supplies, goods, services, equipment, product or other assets (A) providing for annual payments by such Assignor of $10,000 service from a third party or more, (B) providing for aggregate payments by such Assignor of $25,000 that contain “take or more, or (C) not terminable on thirty (30) days or less notice without penalty; pay” provisions; (iii) all Contracts that provide for the indemnification by Sabine of any partnershipPerson or the assumption of any Tax, joint venture, environmental or other similar agreement or arrangement; Liability of any Person; (iv) any instruments all Contracts that relate to the acquisition or documents evidencing the issuance disposition of any equity securitiesbusiness, warrantsa material amount of stock or assets of any other Person or any real property (whether by merger, rights sale of stock, sale of assets or options to purchase equity securities of such Assignor; otherwise); (v) any management agreements; all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which Sabine is a party; (vi) any instruments all employment agreements and Contracts with independent contractors or documents evidencing consultants (or relating similar arrangements) to Indebtedness, which Sabine is a party and which are not cancellable without material penalty or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; without more than 30 days’ notice; (vii) any optionexcept for Contracts relating to trade receivables, licenseall Contracts relating to indebtedness (including, franchisewithout limitation, or similar agreement; guarantees) of Sabine; (viii) all Contracts with any agency, dealer, sales representative, marketing, or other similar agreement; Governmental Authority to which Sabine is a party; (ix) any agreement all Contracts that limits limit or purport to limit the freedom ability of any Assignor Sabine to compete in any line of business or with any Person or in any geographic area or during any period of time; (x) any Contracts to which Sabine is a party that would limit provide for any joint venture, partnership or similar arrangement by Sabine; (xi) all Contracts between or among Sabine on the freedom of Assignee one hand and Seller or any Affiliate of Assignee after Seller (other than Sabine) on the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or other hand; (xii) all collective bargaining agreements or Contracts with any union, works council, or labor organization to which Sabine is a party; and (xiii) any other agreementContract that is material to Sabine and not previously disclosed pursuant to this Section 3.13. (b) Seller has Made Available to Purchaser a true, commitmentcorrect and complete copy of each Material Contract (including all modifications, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees amendments and other instruments are legal, supplements thereto and waivers thereunder). (c) Each Material Contract is valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable on Sabine in accordance with their terms; all payments required its terms and is in full force and effect. No Person other than Seller has guaranteed Sabine’s performance under any Material Contract. Neither Sabine nor, to Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be made thereunder have been made by in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the parties required to do so, except to acceleration or other changes of any right or obligation or the extent that loss of any payments benefit thereunder. Seller is not currently renegotiating or paying liquidated damages in lieu of performance under any of the Material Contracts. There are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets material disputes pending or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by threatened under any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderMaterial Contract.

Contracts. Each Assignor has provided Except as set forth in SCHEDULE 2.17(A) of the Sellers' Disclosure Schedule, there are no contracts, agreements, arrangements, commitments, instruments, plans or leases, oral or written (collectively, the "CONTRACTS") to Lone Star which Target is a party or has given Lone Star access to accurate and complete copies of all by which it is bound, meeting any of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): descriptions: (i) any lease Contract for consulting or other services obligating Target to payments of more than Ten Thousand Dollars (whether $10,000) annually or having a duration in excess of real or personal property); one (1) year; (ii) any Contract relating to the management of Target; (iii) any contract or agreement for the employment of any person with a base annual compensation of Thirty Thousand Dollars ($30,000) or more; (iv) any Contract relating to the lease of machinery, equipment or other personal property involving payment of fixed rentals in excess of Ten Thousand Dollars ($10,000) in the aggregate for any such lease during the current term thereof or any renewal term to which Target is bound; (v) any Contract for the purchase of materials, supplies, goods, services, equipment, any materials or other assets supplies in excess of Five Thousand Dollars (A) providing for annual payments by such Assignor of $10,000 or more, 5,000); (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iiivi) any partnershipContract for the purchase, joint venture, sale or transfer of equipment or any construction or other similar agreement or arrangement; involving any expenditure in excess of Ten Thousand Dollars (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; $10,000); (vii) any optionContract evidencing or related to indebtedness, license, franchiseobligations or liability for borrowed money, or liability for the deferred purchase price of property, in excess of Ten Thousand Dollars ($10,000) (excluding trade payables incurred in the ordinary course of business consistent with past practice), or any Contract of guaranty, indemnification or other similar agreement; commitment relating to the obligations or liabilities of any other Person; (viii) any agencyContract involving a sharing of profits, dealer, sales representative, marketing, joint venture or other similar agreement; partnership; (ix) any agreement that limits Contract relating to sales agency, brokerage, distribution or similar matters; (x) any Contract containing covenants limiting the freedom of any Assignor Target to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or with any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; Person; (xi) any agreement with any director other Contract relating to orders for future purchase or officer delivery of any Greenbriar Partygoods or retention of services which is material to Target or which has an aggregate future liability greater than Ten Thousand Dollars ($10,000); or or (xii) any other agreementContract relating to the Business, commitment, arrangement, except Contracts excluded by an express exception from the descriptions set forth in Subparagraphs 2.17(a)(ii) through 2.17(a)(xi) above and except such Contracts which are terminable on less than thirty (30) days' notice without penalty or plan not made payment or involving expenditures of less than Ten Thousand Dollars ($10,000) in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderaggregate.

Contracts. Each Assignor has provided (a) Except (x) as set forth in Schedule 3.07, (y) for Contracts relating to Lone Star or has given Lone Star access to accurate Excluded Assets and complete copies (z) Contracts entered into after the date of all this Agreement in accordance with Section 5.01 of this Agreement, neither Seller nor any of the following agreements Seller Affiliates is a party to or documents to which such Assignor bound by any Contract that is subject used or held for use exclusively in, or that arises exclusively out of, the operation or conduct of the Business (other than this Agreement and each of which is listed on Schedule 3.1(m): the Ancillary Agreements) and that is: (i) any lease (whether of real or personal property); a covenant not to compete; (ii) any agreement (A) a Contract that will remain in effect after the Closing Date for the future purchase of materials, supplies, goods, services, equipment, raw materials, packaging or commodities (other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; than (x) any agreement with a holder purchase Contracts and orders for raw materials, work in process, finished goods, supplies, packaging materials and other inventories (“Inventory”) in the ordinary course of any Assignor's capital stock; business and (xiy) any agreement with any director purchase orders for the co-packing or officer manufacturing of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made Products of the Business in the ordinary course of business. All such agreements), arrangements(B) a management, commitmentsservice, guarantees consulting or other similar Contract or (C) an advertising Contract, in each case, under which Seller and the Seller Affiliates have an aggregate future liability to any person (other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, than Seller or one of the Seller Affiliates) in excess of $75,000 and which is not terminable by Seller or one of the Seller Affiliates by notice of not more than 60 days for a cost of less than $50,000; (iii) a lease or similar Contract with any person (other than Seller or one of the Seller Affiliates) under which Seller or one of the Seller Affiliates is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any person which lease or similar Contract has an aggregate future liability in excess of $75,000 and which is not terminable by Seller or one of the Seller Affiliates by notice of not more than 60 days for a cost of less than $50,000; (iv) any other Contract that has an aggregate future liability to any person (other than Seller or one of the Seller Affiliates) in excess of $100,000 and which is not terminable by Seller or one of the Seller Affiliates by notice of not more than 60 days for a cost of less than $50,000 (other than purchase orders, sales orders and Contracts with brokers); (v) any Contract with any person (other than Seller or any Seller Affiliate) providing for a joint venture or partnership; (vi) any sales agency or distribution Contract with respect to Products involving annual consideration in excess of $75,000 and which is not terminable by Seller or one of the Seller Affiliates by notice of not more than 60 days for a cost of less than $50,000; (vii) any Contract existing between Seller or any Seller Affiliate and any Governmental Entity the loss of which would materially adversely interfere with the operation of the Business as presently conducted; (viii) a Contract with Seller, any Seller Affiliate or any of their respective affiliates (other than Contracts that shall be terminated as of the Closing); (ix) any contract with a term of more than one year or that may be renewed at the option of any person other than Seller or a Seller Affiliate for a term of more than one year; (x) any Contracts (other than Contracts relating to obligations, liabilities and commitments described in Section 1.04(a)(v)) providing for rebates, discounts, bonuses or commissions in excess of $50,000 with respect to the sale of any Product (or in excess of $200,000 for all such Contracts); (xi) any Contract providing for production by Seller or any Seller Affiliate of any Product on an exclusive or requirements basis; and (xii) any co-packing agreements with third parties theretowith respect to the packaging of any Product with a term of more than one year. (b) Except as set forth in Schedule 3.07, all Transferred Contracts required to be listed in Schedule 3.07 (such Contracts, the “Business Contracts”) are in all material respects valid, binding and in full force and effect and are enforceable by Seller or the applicable Seller Affiliate in accordance with their terms; , subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Except as set forth in Schedule 3.07, Seller or the applicable Seller Affiliate has performed all payments material obligations required to be made performed by it to date under the Business Contracts, and it is not in breach or default thereunder have been made by the parties required to do soand, except to the extent that knowledge of Seller, no other party to any payments are being contested Business Contract, as of the date of this Agreement, is in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets breach or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by default of any party thereto other than such Assignor, nor has such Assignor waived any substantial rights material obligation thereunder.

Contracts. Each Assignor has provided Except as set forth in Schedule 2.17(a) of the Sellers’ Disclosure Schedule, there are no contracts, agreements, arrangements, commitments, instruments, plans or leases, oral or written (collectively, the “Contracts”) to Lone Star which Target is a party or has given Lone Star access to accurate and complete copies of all by which it is bound, meeting any of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): descriptions: (i) any lease Contract for consulting or other services obligating Target to payments of more than Ten Thousand Dollars (whether $10,000) annually or having a duration in excess of real or personal property); one (1) year; (ii) any Contract relating to the management of Target; (iii) any contract or agreement for the employment of any person with a base annual compensation of Fifty Thousand Dollars ($50,000) or more; (iv) any Contract relating to the lease of machinery, equipment or other personal property involving payment of fixed rentals in excess of Ten Thousand Dollars ($10,000) in the aggregate for any such lease during the current term thereof or any renewal term to which Target is bound; (v) any Contract for the purchase of materials, supplies, goods, services, equipment, any materials or other assets supplies in excess of Ten Thousand Dollars (A) providing for annual payments by such Assignor of $10,000 or more, 10,000); (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iiivi) any partnershipContract for the purchase, joint venture, sale or transfer of equipment or any construction or other similar agreement or arrangement; involving any expenditure in excess of Ten Thousand Dollars (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; $10,000); (vii) any optionContract evidencing or related to indebtedness, license, franchiseobligations or liability for borrowed money, or liability for the deferred purchase price of property, in excess of Ten Thousand Dollars ($10,000) (excluding trade payables incurred in the ordinary course of business consistent with past practice), or any Contract of guaranty, indemnification or other similar agreement; commitment relating to the obligations or liabilities of any other Person; (viii) any agencyContract involving a sharing of profits, dealer, sales representative, marketing, joint venture or other similar agreement; partnership; (ix) any agreement that limits Contract relating to sales agency, brokerage, distribution or similar matters; (x) any Contract containing covenants limiting the freedom of any Assignor Target to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or with any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; Person; (xi) any agreement with any director other Contract relating to orders for future purchase or officer delivery of any Greenbriar Partygoods or retention of services which is material to Target or which has an aggregate future liability greater than Ten Thousand Dollars ($10,000); or or (xii) any other agreement, commitment, arrangement, Contract relating to the Business which is not terminable on less than thirty (30) days’ notice without penalty or plan not made payment and involving expenditures of more than Ten Thousand Dollars ($10,000) in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderaggregate.

Contracts. Each Assignor has provided (a) Set forth on Schedule 2.10(a) is true, correct and complete list of the following Contracts to Lone Star which the Company is a party or by which the Company or the assets of the Company are bound (all such listed contracts required to be so listed, the “Material Contracts”): (i) all Contracts for Indebtedness (including any contracts for the guarantee of any other Person’s Indebtedness) and all contracts granting any Person an Encumbrance on any part of any Asset; (ii) all leases relating to personal property and the Leased Real Property; (iii) all Contracts relating to any Company Intellectual Property; (iv) all Contracts that (A) limit or restrict the Company or any of its officers, directors, members, managers, employees, partners or other equityholders, agents or representatives (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; (C) otherwise restrict or limit the ability of the Company to operate or expand the Business; (D) limit the freedom of the Company to solicit, hire or employ any Person; (E) contain a “most favored nation” provision; or (F) impose, or purport to impose, any such obligations or restrictions on Affiliates of the Company; (v) all Contracts for the sale of any assets of the Company, or granting any Person an option or first refusal, first-offer or similar preferential right to purchase or acquire any such assets; (vi) all Contracts with customers and all contracts otherwise contemplating payment to the Company in excess of $50,000 on an annual basis (other than work or purchase orders); (vii) all Contracts with vendors, suppliers and subcontractors and all requiring payment to any Person in excess of $50,000 on an annual basis (other than work or purchase orders); (viii) all Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has given Lone Star access the right to accurate receive a royalty, license fee, franchise fee or similar payment; (ix) all Contracts with Governmental Entities; (x) all contracts with Affiliates or Affiliated Persons of the Company or any Seller (including all inter-company contracts between the Company and any Seller); (xi) all Contracts with employees, directors, consultants or contractors of the Company; (xii) all powers of attorney or similar grant of agency executed by the Company; (xiii) all collective bargaining agreements or any similar Contracts; (xiv) all Contracts which commit the Company to enter into any of the foregoing; and (xv) all other Contracts that are material to the operation of the Company. (b) True, correct and complete copies of all Material Contracts (including all amendments thereto), or true, correct and complete written descriptions of all material terms of all oral Material Contracts (including all amendments thereto), have been made available to Purchaser by the Company. All of the following agreements or documents to which such Assignor is subject Material Contracts are in full force and each of which is listed on Schedule 3.1(m): (i) any lease (whether of real or personal property); (ii) any agreement for effect and are valid, binding and enforceable against the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable thereto in accordance with their terms; all payments required to be made thereunder have been made . No default or event of default by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writingCompany, or, to such Assignor's knowledgethe Knowledge of the Company, may be made by any other party thereto exists under any of the Material Contracts and there are no discussions regarding the modification of any Material Contract or the entrance into any new Contract that would have been a Material Contract if entered into prior to the Closing. The Company is not participating in any discussions or negotiations regarding (i) the modification of, or amendment to, any Material Contract, or (ii) the entering into of any new Material Contract, other than such Assignorin the Ordinary Course. No event or circumstance has occurred that, nor has such Assignor waived with notice or lapse of time or both, would constitute an event of default under any substantial rights Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of all (a) Except as set forth in Section 4.16 of the following agreements Seller Disclosure Schedule, Seller is not party to, or documents bound by, in each case Related to which such Assignor is subject and each of which is listed on Schedule 3.1(m): the Business: (i) any lease (whether Contract or series of real or personal property); (ii) any agreement related Contracts for the purchase of materials, supplies, goods, services, equipment, equipment or other assets that involves annual payments by Seller of $50,000 or more; (ii) any Contract or series of related Contracts for the sale by Seller of (A) providing for materials, supplies, goods, services, equipment or other assets, that involves a specified annual payments by such Assignor minimum dollar sales amount of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 50,000 or more, or (CB) not terminable on thirty (30) days or less notice without penalty; pursuant to which Seller received payments of more than $50,000. (iii) any Contract that requires Seller to purchase its total requirements of any product or service from a third party or that contains “take or pay” provisions; (iv) any Contract or series of related Contracts that (A) continues n over a period of more than six months from the date hereof or a (B) involves payments to or by Seller exceeding $50,000, other than arrangements disclosed pursuant to the preceding paragraphs (i) and (ii); (v) any partnership, joint venture, venture or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; Contract; (vi) any instruments distribution, dealer, representative or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; sales agency Contract; (vii) any option, license, franchise, or similar agreement; Lease; (viii) any agency, dealer, sales representative, marketing, Contract for the lease of personal property which provides for payments to or other similar agreement; by Seller; (ix) any agreement that limits Contract which provides for the freedom indemnification by Seller of any Assignor Person, the undertaking by Seller to compete in be responsible for consequential damages, or the assumption by Seller of any line of business Tax, environmental or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; other Liability; (x) any agreement Contract with a holder of any Assignor's capital stock; Governmental Entity; (xi) any agreement with any director note, debenture, bond, equipment trust, letter of credit, loan or officer other Contract for Indebtedness or lending of any Greenbriar Party; or money (xii) any other agreement, commitment, arrangement, or plan not made than to employees for travel expenses in the ordinary course of the Business) or Contract for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person; (xii) any Contract for any capital expenditure or leasehold improvement in excess of $50,000; (xiii) any Contract which restrains the ability of Seller to engage or compete in any manner or in any business. All such agreements; (xiv) any Out-Bound License or In-Bound License; (xv) any Contract relating to the acquisition or disposition of any material business (whether by merger, arrangementssale of stock, commitmentssale of assets or otherwise); (xvi) any collective bargaining Contract or other Contract with any labor organization, guarantees union or association; (xvii) that is an employment, consulting, termination or severance Contract other than those that are terminable at-will by Seller on less than 30 days’ notice; and (xviii) any Contract that is otherwise material to Seller and other instruments are legalnot previously disclosed pursuant to this Section 4.16. (b) Each Contract required to be listed in Section 4.16 of the Seller Disclosure Schedule (collectively, the “Material Contracts”) is valid and binding obligations of enforceable in accordance with its terms. Seller party to such AssignorMaterial Contract has complied with and is in compliance in all material respects with, and to such Assignor's knowledgeSeller’s Knowledge, of the all other parties theretothereto have complied with and are in compliance with, the provisions of each Material Contract. (c) Seller is not, and to Seller’s Knowledge, no other party thereto is, in material default in the performance, observance or fulfillment of any obligation, covenant, condition or other term contained in any Material Contract, and Seller has not given or received notice to or from any Person relating to any such alleged or potential default that has not been cured. No event has occurred which with or without the giving of notice or lapse of time, or both, may conflict with or result in a violation or breach of, or give any Person the right to exercise any remedy under or accelerate the maturity or performance of, or cancel, terminate or modify, any Material Contract. (d) Seller has delivered accurate and complete copies of each Material Contract to Buyer. (e) All Contracts other than Material Contracts Related to the Business (collectively, the “Minor Contracts”) are in all material respects valid and enforceable in accordance with their terms; all payments required . Seller is not and, to be made thereunder have Seller’s Knowledge, no other party thereto is, in default in the performance, observance or fulfillment of any obligation, covenant or condition contained therein, and Seller has not given or received notice to or from any Person relating to any such alleged or potential default that has not been made by the parties required to do socured, except in either case where such default would not and would not reasonably be expected to have, individually or in the extent that any payments are being contested in good faith and are listed as such aggregate, a material adverse effect on Schedule 3.1(mthe Purchased Assets or the condition (financial or otherwise); and no defenses, offsets operations, prospects or counterclaims thereto have been asserted in writingresults of operations of the Business or Seller. No event has occurred which with or without the giving of notice or lapse of time, or, to such Assignor's knowledgeor both, may conflict with or result in a violation or breach of, or give any Person the right to exercise any remedy under or accelerate the maturity or performance of, or cancel, terminate or modify, any Minor Contract, except where such violation, breach, remedy, acceleration, cancellation, termination or modification could not and could not reasonably be made by any party thereto other than such Assignorexpected to have, nor has such Assignor waived any substantial rights thereunderindividually or in the aggregate, a material adverse effect on the Purchased Assets or the condition (financial or otherwise), operations, prospects or results of operations of the Business or Seller.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of all (a) Schedule 4.5(a) of the Disclosure Letter identifies each of the Assigned Contracts (each, an “Assigned Material Contract”) and each Shared Contract (other than with respect to the Contracts described in clauses (ii), (iv), (v), and (vi) below) to which any Seller Party is a party as of the Agreement Date and which meets the following agreements criteria (such Contracts, together with the Applicable Shared Contracts, the “Material Shared Contracts”, and the Material Shared Contracts and Assigned Material Contracts, together, the “Material Contracts”) (i) a Contract granting most favored customer pricing to any Person, or documents any Contract providing for the grant of exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights and/or terms to any Person, or any Contract materially limiting the freedom of such Seller Party to engage in the Business or compete with any Person in connection with such Seller Party’s conduct of the Business, in each case, that (x) apply to any material Purchased Asset or any Purchased Shares or (y) apply to the activities of Buyer or its Subsidiaries after the Closing with respect to the Business and that is not terminable by Seller or its applicable Subsidiary on 90 days’ notice or less without premium or penalty; (ii) a Contract pursuant to which such Assignor Seller Party is subject a lessor or lessee of any real property or any office furniture, fixtures or other personal property involving payments in excess of $2,000,000 per annum; (iii) a Contract granting a Lien upon any Purchased Asset, which Lien secures an obligation in excess of $1,000,000, other than Permitted Liens, or granting a Lien upon any Purchased Shares; (iv) a Contract for the sale by such Seller Party of Products (other than sales or purchase orders, rebate agreements or invoices under such Contracts entered in the ordinary course of business and each that do not deviate in any material respect from standard forms made available to Buyer prior to the Agreement Date) to any customer involving payments in excess of which is listed on Schedule 3.1(m): $2,000,000 for the most recently completed fiscal year; (iv) any lease (whether of real or personal property); (ii) any agreement a Contract for the purchase by such Seller Party of materials, supplies, goodsequipment or services for use in the Business (other than sales or purchase orders, servicesrebate agreements or invoices under such Contracts entered in the ordinary course of business and that do not deviate in any material respect from standard forms made available to Buyer prior to the Agreement Date), equipment, or other assets from any supplier involving payments in excess of $10,000,000 for the most recently completed fiscal year; (vi) a Contract with (A) providing for annual payments by such Assignor of $10,000 or moreany distributor, (B) providing for aggregate payments by such Assignor any of $25,000 or more, the original equipment manufacturers or (C) not terminable on thirty any reseller, pursuant to which such third party is authorized to sell or sublicense the Products (30collectively, the “Channel Agreements”) days involving payments in excess of $2,000,000 for the most recently completed fiscal year; (vii) a Contract pursuant to which such Seller Party has licensed from a third party or less notice without penalty; is authorized by a third party to use any Intellectual Property Rights material to the Business, other than Ordinary Course Inbound Licenses and Channel Agreements; (iiiviii) any partnership, joint venture, or other similar agreement equity investment Contracts that involve a sharing of profits or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor losses with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; a third party; (ix) any agreement that limits Contract requiring any capital commitment or capital expenditures (including any series of related expenditures) related to the freedom Business in excess of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; $2,000,000; (x) any settlement agreement with a holder imposing material limitations on the operation of any Assignor's capital stock; the Business; (xi) any agreement with any director each Contract for the employment of, or officer receipt of any Greenbriar Party; services from, any Purchased Entity Employee or any other Business Employee on a full-time, part-time, consulting or other basis providing for an annual base salary in excess of $300,000, and each Contract which provides for a severance, termination, retention or Change of Control Bonus in excess of $100,000 to any Business Employee but excluding any obligations or entitlements required by applicable Law, by collective bargaining agreement or by Seller Severance Policies; (xii) each mortgage, indenture, security agreement, pledge, note, loan agreement or guarantee or other Contract in respect of or evidencing any Business Indebtedness in excess of $500,000; (xiii) each acquisition, merger, consolidation, recapitalization or similar agreement related to the acquisition by such party of a business or line of business with respect to the Business in the previous three years for aggregate consideration under such Contract in excess of $25,000,000, other than Contracts in which the applicable transaction has been consummated and there are no earnouts, contingent payments, indemnification or other obligations ongoing or outstanding; (xiv) each inbound Contract for the purchase by a Seller Party of Information Technology (including Software licenses) used in the Business which involves payments in excess of $25,000,000 for Seller’s last completed fiscal year, other than Ordinary Course Inbound Licenses; and (xv) each Contract under which (A) any Purchased Entity has directly or indirectly guaranteed any liabilities or obligations of Seller or any of its Subsidiaries (other than a Purchased Entity), including any Other Seller, or (B) Seller or any of its Subsidiaries (other than a Purchased Entity), including any Other Seller, has guaranteed any liabilities or obligations of any Purchased Entity, in each case in excess of $4,000,000. (b) Except as would not, individually or in the aggregate, be reasonably expected to be material to the Business: (i) all Material Contracts are valid, binding and in full force and effect with respect to, and is enforceable against, each Seller Party that is party thereto and, to the knowledge of Seller, each other party thereto, subject to and except as such enforceability may limited by the effect, if any, of applicable bankruptcy and other similar Laws and equitable principles affecting the rights of creditors generally and rules of Law and equitable principles governing specific performance, injunctive relief and other equitable remedies; (ii) none of the Material Contracts have been amended or modified except as set forth therein; (iii) no Seller Party is in breach or default in the performance of any of its obligations under any Material Contract and, to the knowledge of Seller, as of the Agreement Date, no other party to such Material Contract is in breach or default thereunder; and (iv) no event exists which, with the giving of notice or lapse of time or both, would constitute a breach, default or event of default on the part of any Seller Party under any Material Contract to which it is a party or, to the knowledge of Seller, as of the Agreement Date, any other agreementparty thereto. Seller has provided Buyer true, commitmentcomplete and correct copies of all written Material Contracts (other than amendments, arrangementaddenda, exhibits or plan schedules thereto that are not made material to the Business) or descriptions of the material terms of all oral Material Contracts. With respect to each such Person that is a counterparty to the Material Contracts described in clauses (iv), (v) and/or (vi), as of the Agreement Date, (x) there are no outstanding or threatened disputes or controversies with such Person, other than disputes which would not, individually or in the ordinary course of business. All such agreementsaggregate, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignorbe reasonably expected to be material to the Business, and to (y) such Assignor's knowledgePerson has not terminated or, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defensesknowledge of Seller, offsets threatened or counterclaims thereto have been asserted stated an intention to terminate in writing, or materially decreased or adversely altered, its relationship with Seller or any Subsidiary of Seller, with respect to the Business or any Purchased Entity or, to such Assignor's knowledgethe knowledge of Seller, may be made by threatened or stated an intention to do any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderof the foregoing in writing.

Contracts. Each Assignor has provided Section 3.17 of the Company Disclosure Schedule (with paragraph references corresponding to Lone Star or has given Lone Star access to accurate those set forth below) contains a true and complete copies list of all each of the following agreements Contracts or other documents or arrangements (true and complete copies, or, if none, written descriptions, of which have been made available to Parent, together with all amendments thereto) to which any of the Acquired Companies is a party or by which any of the Assets and Properties of any of the Acquired Companies is bound: (a) All employment, agency, consultation, contracts for services or other Contracts of any type (except insurance and annuity Contracts or Plans including, without limitation, loans or advances) with any present Company Employee, if there exists any present or future liability with respect to such Assignor is subject and each of which is listed on Schedule 3.1(m): Contract, whether now existing or contingent) other than (i) any lease (whether of real Contracts terminable without penalty or personal property); other Liability upon 30 days or less notice, (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor Contracts with consultants and similar representatives who do not receive compensation of $10,000 100,000 or moremore per year, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) employment or agency Contracts not containing terms which are unduly burdensome to any partnershipof the Acquired Companies with agents who do not receive compensation of $100,000 or more per year, joint venture, or other similar agreement or arrangement; and (iv) agency Contracts not on the standard form, copies of which have been made available to Parent; (b) All Contracts with any instruments Person containing any provision or documents evidencing covenant limiting the issuance ability of any equity securities, warrants, rights or options Acquired Company to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete engage in any line of business or to compete with or to obtain products or services from any Person or is a party thereto, limiting the ability of any Person to compete with any Acquired Company; (c) All material partnership, joint venture, profit- sharing, or similar Contracts with any Person except for any such arrangement disclosed in the December 31, 1996 Annual Statement (and the notes thereto) and Plans; (d) All Contracts relating to the borrowing of money by any Acquired Company or to the direct or indirect guarantee by any Acquired Company of any obligation for borrowed money in any area that would limit excess of $500,000 in the freedom of Assignee aggregate or any Affiliate other Liability in respect of Assignee after indebtedness of any other Person, including without limitation any Contract relating to (i) the Closing Date; maintenance of compensating balances that are not terminable by the Acquired Company without penalty or other Liability upon not more than 60 calendar days' notice, (xii) any agreement with a holder line of credit or similar facility, (iii) the payment for property, products, or services of any Assignor's capital stock; (xi) any agreement with any director other Person even if such property, products, or officer of any Greenbriar Party; services not conveyed, have not yet been delivered, or rendered, or (xiiiv) any other agreementthe obligation to take-or-pay, commitmentkeep-well, arrangementmake-whole, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and maintain surplus or earnings levels or perform other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m)financial ratios or requirements; and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunder.Section

Contracts. Each Assignor has provided (a) Except as set forth in Section 3.12(a) of the Georgia Disclosure Schedules, as of the date hereof none of the Purchased Entity (or any Subsidiary thereof) or Georgia or any of its Subsidiaries (with respect to Lone Star the operation of the Business) is a party to or has given Lone Star access to accurate and complete copies of all bound by any of the following with respect to the operation of the Business (other than (x) sales or purchase orders or statements of work entered into or used in the ordinary course of business, which need not be disclosed on Section 3.12(a) of the Georgia Disclosure Schedules but nonetheless constitute Business Material Contracts, and (y) intercompany agreements solely among or documents between the Purchased Entity and its Subsidiaries, Contracts relating solely to which such Assignor is subject and each of which is listed on Schedule 3.1(m): the Retained Business) (the “Business Material Contracts”): (i) any lease Contracts resulting in revenue in excess of $20,000,000 for the fiscal year ended December 31, 2024, with customers of the Business (whether of real or personal property“Business Material Customer”); ; (ii) any agreement Contracts resulting in expenditures in excess of $20,000,000 for the purchase fiscal year ended December 31, 2024, with vendors of materialsthe Business (“Business Material Vendor”); (iii) any Contract relating to the acquisition or disposition of any business, suppliesdivision, goodsbusiness unit, services, equipment, capital stock or other equity interests of any Person (whether by merger, sale of stock, sale of assets or otherwise) (A) providing for annual payments by such Assignor an aggregate purchase price or an aggregate payment in excess of $10,000 50,000,000 or more(B) pursuant to which the Purchased Entity or any of its Subsidiaries or the Business has material continuing earn-out, indemnification, holdback, deferred payment or similar obligations following the date of this Agreement; (iv) any Contract concerning a joint venture, strategic alliance or similar agreement with a third party that is material to the Business; (v) any Contract relating to indebtedness for borrowed money, bonds, debentures, notes or similar instruments of indebtedness or lease obligations that are required to be classified as a capitalized lease in accordance with GAAP in excess of $25,000,000 with respect to which the Purchased Entity (or Subsidiary thereof) or the Business is an obligor, other than any such indebtedness to be repaid or extinguished pursuant to this Agreement at or prior to the Closing; (vi) any Contract requiring future capital commitment or capital expenditure obligations of the Business or the Purchased Entity (or its Subsidiaries) that would reasonably be expected to exceed $25,000,000 in the aggregate or $10,000,000 on an annual basis; (vii) any (1) licenses with respect to Intellectual Property that are material to the Business and are granted (A) to any third party with respect to any Business Intellectual Property or (B) to the Purchased Entity or any of its Subsidiaries (or, solely with respect to the Business, Georgia or any of its other Subsidiaries) with respect to Intellectual Property that is necessary for the provision of any products or services of the Business, or (2) any Contract (A) governing the development or ownership of any material Business Intellectual Property, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing entered into in connection with the issuance resolution of any equity securitiesclaim or dispute related to Intellectual Property (including consent-to-use, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignorcoexistence, and concurrent use agreements) that materially restricts the Purchased Entity’s or any security interest of its Subsidiaries’ (or, following the Closing, Florida’s) use or exploitation of any Business Intellectual Property; provided that, for clarity, the foregoing clauses (1) and (2) shall exclude any non-exclusive licenses granted by such Assignor with respect thereto; (vii) to off-the-shelf third-party software or information technology services that are generally commercially available on standard unmodified terms and are not incorporated into any optionrelevant products or services of the Business, licensenon-disclosure agreements, franchiseemployee and third-party developer invention assignment agreements granted on standard terms, and non-exclusive customer or similar agreement; end-user license agreements, in each case, that are entered into in the ordinary course of business; (viii) any agency, dealer, sales representative, marketing, Contract that by its express terms contains any of the following provisions applicable to the Business or other similar agreement; the Purchased Entity (ixor Subsidiaries thereof): (A) any agreement a covenant that materially restricts or materially limits the freedom ability of any Assignor the Business to engage or compete in any line of business or with any Person or in any area geographic area, (B) a provision requiring the purchase of all or substantially all of the Business’s requirements of a particular product that would limit is material to the freedom Business from a supplier, (C) a provision granting a right of Assignee first refusal, right of first negotiation, right of first offer or similar right with respect to any material assets, rights or properties of the Business, or (D) a provision containing a “most-favored nation” or other similar term providing preferential pricing or treatment to a third party with respect to any matters material to the Business; (ix) any Contract that provides for material indemnification obligations of the Business or the Purchased Entity (or any Affiliate of Assignee after the Closing Date; (x) its Subsidiaries), except for any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made such Contract entered into in the ordinary course of business. All such agreements; (x) all warranties, arrangementsguarantees, commitmentsindemnities or other similar undertakings with respect to a contractual or other performance extended by the Georgia Entities, guarantees the Purchased Entity (or its Subsidiaries) or the Business, in each case, (A) that was not entered into in the ordinary course of business, or (B) that would reasonably be expected to result in a Liability to the Business of more than $10,000,000; (xi) any Contract that provides material rebates to customers of the Business, to the extent not reflected as a Liability on the Business Financial Information; (xii) any Contract pursuant to which the Business or the Purchased Entity (or any of its Subsidiaries) is required to make any loan, advance or capital contribution to any Person, or investment in any other Person, in each case, that (A) was not entered into in the ordinary course of business, and other instruments are legal(B) requires future funding by the Business or the Purchased Entity (or any of its Subsidiaries) in excess of $5,000,000; (xiii) any material Shared Contract; (xiv) any Contract that relates to any settlement of any legal proceeding (A) under which the Purchased Entity (or any Subsidiary thereof) or the Business has any material conduct or non-monetary obligations or continuing liabilities in excess of $10,000,000 after the date hereof or (B) with any Governmental Entity; and (xv) any legally binding commitment to enter into any of the foregoing. (i) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Purchased Entity (and its Subsidiaries), taken as a whole, each Business Material Contract is valid and binding obligations on the Georgia Entity or the Purchased Entity (or Subsidiary thereof) that is a party thereto and, to the Knowledge of such AssignorGeorgia, each other party thereto, and to such Assignor's knowledge, of the other parties thereto, enforceable is in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do sofull force and effect, except to as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law), (ii) no Georgia Entity or the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets Purchased Entity (or counterclaims thereto have been asserted in writing, Subsidiary thereof) or, to the Knowledge of Georgia, any other party thereto, is (with or without notice or lapse of time) in breach of, or default under, any such Assignor's knowledgeBusiness Material Contract except for such breaches or defaults as would not reasonably be expected, may individually or in the aggregate, to be material to the Business and the Purchased Entity (and its Subsidiaries), taken as a whole and (iii) no Georgia Entity or the Purchased Entity (or Subsidiary thereof) has received notice of any material breach of, or default or violation under, any Business Material Contract. A true, correct and complete copy of each Business Material Contract has been made available by Georgia. (c) (i) Since January 1, 2022, none of the Georgia Entities or their Affiliates or the Purchased Entity (or its Subsidiaries) have received any party thereto other than written or, to the Knowledge of Georgia, oral notice from or on behalf of any Business Material Customer or Business Material Vendor indicating that such AssignorPerson intends to terminate or not renew, nor has any Business Material Contract that relates to the Business, or to materially reduce its volume of business with respect to the Business (in each case, whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (ii) none of the Georgia Entities or their Affiliates (with respect to the Business) or the Purchased Entity (or its Subsidiaries) are actively engaged in any material dispute with any such Assignor waived any substantial rights thereunderPerson.

Contracts. Each Assignor has provided (a) Except as set forth in Schedule 3.07 and except for Contracts relating to Lone Star Excluded Assets or has given Lone Star access to accurate and complete copies of all Retained Liabilities, neither Seller nor any of the following agreements Seller Affiliates is a party to or documents to which such Assignor bound by any Contract that is subject used or held for use in the manufacture and each sale of which is listed on Schedule 3.1(m): the Products (other than (x) this Agreement and the Ancillary Agreements and (y) Transferred Contracts entered into after the date of this Agreement in the ordinary course of business not in violation of Section 5.01 of this Agreement) and that is: (i) a covenant not to compete (other than (A) pursuant to any lease radius restriction contained in any real estate lease, reciprocal easement or development, construction, operating or similar agreement and (whether B) any such covenant contained in any agreement with a broker) that materially limits the conduct of real or personal property); the Business as currently conducted; (ii) any agreement (A) a continuing Contract for the future purchase of materials, supplies, goods, services, equipment, raw materials, packaging or commodities (other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; than (x) any agreement with a holder purchase Contracts and orders for Inventory in the ordinary course of any Assignor's capital stock; business and (xiy) any agreement with any director purchase orders for the co-packing or officer manufacturing of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made Products of the Business in the ordinary course of business. All ), (B) a management, service, consulting or other similar Contract (other than Contracts for services in the ordinary course of business, including transportation and warehousing Contracts) or (C) an advertising Contract (other than Contracts relating to obligations, liabilities and commitments described in Section 1.04(a)(vi)), in any such agreementscase which has an aggregate future obligation to any person (other than Seller or one of the Seller Affiliates) in excess of $50,000 and is not terminable by Seller or one of the Seller Affiliates by notice of not more than 60 days for a cost of less than $50,000; (iii) a lease or similar Contract with any person (other than Seller or one of the Seller Affiliates) under which Seller or one of the Seller Affiliates is lessee of, arrangementsor holds or uses, commitmentsany machinery, guarantees equipment, vehicle or other tangible personal property owned by any person which lease or similar Contract has an aggregate future obligation in excess of $50,000 and is not terminable by Seller or one of the Seller Affiliates by notice of not more than 60 days for a cost of less than $50,000; (iv) a Contract for capital expenditures in excess of $50,000 individually or in the aggregate; (v) a Contract that deals with the provision of goods or services by or on behalf of the Business on a co-manufacturing basis; (vi) a Contract concerning a franchising, partnership, joint venture or similar arrangement; or (vii) any other Contract that has an aggregate future obligation to any person (other than Seller or one of the Seller Affiliates) in excess of $50,000 and is not terminable by Seller or one of the Seller Affiliates by notice of not more than 60 days for a cost of less than $50,000 (other than (A) purchase orders, sales orders and Contracts with brokers, (B) leases of real property and (C) employment agreements and other instruments Contracts relating to employee matters, including Seller Benefit Plans). (b) Except as set forth in Schedule 3.07, all Transferred Contracts required to be listed in Schedule 3.07 (such Contracts, the “Business Contracts”) are legalin all material respects valid, valid binding and binding obligations of such Assignor, in full force and to such Assignor's knowledge, of effect and are enforceable by Seller or the other parties thereto, enforceable applicable Seller Affiliate in accordance with their terms; terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Except as set forth in Schedule 3.07, Seller or the applicable Seller Affiliate has performed all payments material obligations required to be made performed by it to date under the Business Contracts, and it is not in material breach or default thereunder have been made by the parties required to do soand, except to the extent that knowledge of Seller, no other party to any payments are being contested Business Contract, as of the date of this Agreement, is in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets material breach or counterclaims thereto have been asserted in writing, ordefault thereunder. (c) Neither Seller or any Seller Affiliate nor, to such Assignor's knowledgethe knowledge of Seller, may be made by any other party thereto other than such Assignoris in breach of any obligation under any purchase order, nor has such Assignor waived any substantial rights thereunderwhich breach would, individually or in the aggregate, materially adversely affect the Business.

Contracts. Each Assignor has provided Except as set forth on SCHEDULE 4.01(n), the Acquired Company is not a party to Lone Star or has given Lone Star access to accurate and complete copies bound by, nor is the Stock or any of all the Company's assets or properties subject to, or bound by, whether or not in writing, any of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m(collectively, the "CONTRACTS"): (i) any lease (whether of real partnership or personal property)joint venture agreement; (ii) any guaranty or suretyship, indemnification or contribution agreement for the purchase of materialsor performance bond; (iii) debt instrument, supplies, goods, services, equipment, loan agreement or other assets obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (Aiv) providing for annual contract to purchase real property; (v) agreement with sales agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments by such Assignor within any twelve (12) month period in excess of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) 5,000 and which is not terminable on thirty (30) days days' notice or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or agreement relating to Indebtednessany material matter or transaction in which an interest is held by a person or entity that is an officer, director, employee, stockholder or guarantees affiliate of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect theretothe Acquired Company or Seller; (vii) any optionagreement for the acquisition of services, licensesupplies, franchiseequipment, inventory, fixtures or similar agreementother property involving more than $5,000 in the aggregate, except in the ordinary course of business; (viii) any agency, dealer, sales representative, marketing, or other similar agreementpowers of attorney; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Datecontracts containing non-competition covenants; (x) any agreement with providing for the purchase from a holder supplier of any Assignor's capital stockall or substantially all of the requirements of the Acquired Company of a particular product or services; (xi) any other agreement with any director or officer commitment in excess of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan $5,000 not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company. Copies of all of the Contracts have been delivered to the Holding Company. All of such agreements, arrangements, commitments, guarantees and other instruments Contracts are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties theretobinding, enforceable in accordance with their terms; all payments required to respective terms (except as may be made thereunder have been made limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the parties required to do soavailability of equitable remedies), except to the extent that any payments are being contested in good faith full force and are listed as such on Schedule 3.1(m); effect, and no defenses, offsets off-sets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignorasserted, nor has such Assignor the Company waived any substantial material rights thereunder. There are no existing events of default or events, which after the giving of notice or lapse of time or both, would constitute a default or result in a right to accelerate or a loss of rights in connection with any such Contract, and no penalties have been incurred nor are amendments pending, with respect to the Contracts. The Acquired Company has not received notice of any plan or intention of any other party to any Contracts to exercise any right to cancel or terminate such Contracts, and neither the Acquired Company nor Seller knows of any fact that would justify the exercise of such a right. No consents or approvals are required under the terms of any Contracts in connection with the transactions contemplated herein. None of the Contracts is, either when considered singly or in the aggregate with others, unduly burdensome, onerous or materially adverse to the Acquired Company's business, properties, assets, earnings or prospects or is likely, either before or after the Closing, to result in any material loss or liability.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies Section 6(j) of all the Disclosure Schedule lists each of the following written contracts and other written agreements or documents of significance to which such Assignor is subject and each of which the Companies is listed on Schedule 3.1(m): a party (collectively, “Material Contracts”): (i) all agreements that relate to the sale, conveyance or transfer of any lease of the Companies’ assets, other than in the Ordinary Course of Business, for consideration in excess of Fifty Thousand Euros (whether EUR 50,000); (ii) all agreements that relate to the acquisition of any Business, a material amount of stock or assets of any other Person or any real or personal propertyproperty (whether by merger, sale of stock, sale of assets or otherwise); , in each case involving amounts in excess of Fifty Thousand Euros (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; EUR 50,000); (iii) any partnershipexcept for agreements relating to trade receivables and Accounts Receivables set out in Section 4 of this Agreement, joint ventureall agreements relating to indebtedness for borrowed money of each of the Companies, or other similar agreement or arrangement; including loans from shareholders and members of the Board of Directors of each of the Companies; (iv) all material employment agreements and agreements with consultants or (sub)contractors (a) resulting in or which can reasonably be expected to result in liabilities for the Companies exceeding, for each agreement, the amount of One Hundred Thousand Euros (EUR 100,000) on an annual basis, and (b) that are not terminable at will by any instruments or documents evidencing of the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; Companies with less than three (3) months’ prior notice; (v) any management agreementsperformance bonds in excess of Fifty Thousand Euros (EUR 50,000) or other bonds required for the performance of each of the Companies’ Businesses or by any Governmental Authority or Person; and (vi) any instruments other material agreement to which either Company is a party and which agreement causes to incur or documents evidencing or relating is reasonably expected to Indebtednessincur liabilities arising thereunder exceeding the amount of fifty thousand Euros (EUR 50,000) on an annual basis. Sellers have delivered to Buyer a correct and complete copy of each Material Contract, or guarantees including any and all amendments, supplements, changes, renewals and modifications thereto. To the knowledge of Indebtedness by such Assignoreach of the Companies and Sellers, there are no existing and any security interest granted by such Assignor with respect thereto; (vii) any optionoutstanding powers of attorney executed on behalf of the Companies, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom except for powers of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made attorney executed in the ordinary course Ordinary Course of businessBusiness and of which correct and complete copies have been provided to Buyer. All such agreementsTo the knowledge of each of the Companies and Sellers, arrangements, commitments, guarantees and other instruments are legal, each Material Contract is valid and binding obligations and none of such Assignorthe Companies is in breach thereof or in default there under, and there does not exist under any provision thereof any event that, with the giving of notice or the lapse of time or both, would constitute such a breach or default, except for any such breaches, defaults and events as to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder which requisite waivers or consents have been made by or are obtained or which would not, individually or in the parties required to do soaggregate, except to the extent that any payments are being contested result in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereundera Material Adverse Effect.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and (a) Schedule 3.15(a) sets forth a complete copies list as of all the date of this Agreement of each of the following agreements or documents Contracts to which such Assignor any of the Sold Companies or the Asset Sellers in respect of the Business is subject a party or by which any of them is bound and each Company Group Plans (which may be set forth elsewhere in the Disclosure Schedules) (collectively, the “Material Contracts”), provided, that any representation or warranty contained in this Section 3.15(a), to the extent that it pertains to Material Contracts involving information technology, computer systems or software of which the Business, is listed on Schedule 3.1(m): given only to the Knowledge of the Sellers: (i) any lease (whether Contracts involving the expenditure by the Sold Companies or the Asset Sellers in respect of real or personal property); (ii) any agreement the Business of more than $1,000,000 per calendar year for the purchase of materials, supplies, goods, Equipment or services, equipmentexcluding any such Contracts that are terminable by the Sold Companies or the Asset Sellers without penalty on not more than 90 days’ notice and without material Liability and without any material obligations arising during such 90 day period; (ii) indentures, mortgages, loan agreements, capital leases, or other assets (A) providing Contracts of the Sold Companies for annual payments by such Assignor the borrowing of money in excess of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; 1,000,000; (iii) guarantees of the obligations of other Persons (other than the Sold Companies in respect of the Business) or agreements of indemnity, surety or similar Contracts, whether direct or indirect, involving the potential expenditure by the Sold Companies or the Asset Sellers in respect of the Business after the date of this Agreement of more than $1,000,000 in any partnership, joint venture, instance or other similar agreement or arrangement; $5,000,000 in the aggregate over the lifetime of such Contract; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; all Real Estate Leases listed on Schedule 3.18(a); (v) Contracts that restrict the Sold Companies or any management agreements; Sellers after the date of this Agreement from engaging in the Business in any geographic area or competing with any Person in the Business that materially impairs the operation of the Business, taken as a whole; (vi) license agreements (as licensor or licensee) with third parties (excluding end-user licenses granted to customers of the Sold Companies or the Asset Sellers in respect of the Business), franchise, sales (other than open purchase orders) or commission agreements or similar Contracts under which any instruments of the Sold Companies or documents evidencing the Asset Sellers in respect of the Business is obligated to pay after the date of this Agreement an amount in excess of $1,000,000 during any calendar year or $5,000,000 in the aggregate over the lifetime of such Contract; (vii) partnership, limited liability company or joint venture agreements, and Contracts for or relating to Indebtednessany investment (whether through the acquisition of an equity interest, the making of a loan or guarantees of Indebtedness by such Assignor, and advance or otherwise) in any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; other person; (viii) Contracts under which the Sold Companies or the Asset Sellers in respect of the Business has obligations or contingent Liabilities after the date of this Agreement relating to the acquisition or sale of any agencybusiness enterprise, dealer, sales representative, marketing, in each case for consideration in excess of $1,000,000 or other similar agreement; $5,000,000 in the aggregate over the lifetime of such Contract; (ix) Contracts under which any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee Sold Company or any Affiliate of Assignee after the Closing Date; Asset Seller has granted, or may be required to grant, any Encumbrance other than a Permitted Encumbrance; (x) any agreement with a holder Contract, not otherwise described in this Section 3.15, under which any of the Sold Companies or the Asset Sellers in respect of the Business is obligated to pay or is expected to receive after the date of this Agreement an amount in excess of $1,000,000 during any Assignor's capital stock; calendar year or $5,000,000 in the aggregate over the lifetime of such Contract; (xi) Contracts between any agreement with of the Sold Companies or the Asset Sellers in respect of the Business, on the one hand, and any director of the Sellers or officer any Subsidiaries of any Greenbriar Partyof the Sellers (excluding the Sold Companies), on the other, which (A) provides for aggregate payments after the date hereof by or to any of the Sold Companies or any Asset Sellers in respect of the Business of more than $1,000,000 during any calendar year or $5,000,000 in the aggregate over the lifetime of such Contract, or (B) cannot be terminated without penalty on not more than 90 days’ notice and without material Liability and without any material obligations arising under the terms thereof during such 90 day period; or and (xii) any other agreementthe Road Sales & Service Agreements and the Shared Sales & Service Agreements. (b) True, commitmentcorrect and complete copies of all Material Contracts have been made available to the Buyers. Except as set forth in Schedule 3.15(b), arrangementeach Material Contract is in full force and effect, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, is a valid and binding obligations of such Assignor, and to such Assignor's knowledge, agreement of the other parties theretoapplicable Sold Company or the applicable Asset Seller, enforceable against such Sold Company or Asset Seller in accordance with their its terms; all payments required , subject to be made thereunder have been made the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a Proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Except as set forth on Schedule 3.15(b), no condition exists or event has occurred that (whether with or without notice or lapse of time or both) would constitute a default by any of the parties required Sold Companies or any Asset Seller or, to do sothe Knowledge of the Sellers, of any other party thereto, under any Material Contract, except for defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All Contracts under Section 3.15(a)(xi) which will survive the Closing are on an arms length basis. Notwithstanding anything to the contrary stated above, this Section 3.15(b), to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defensesit applies to Material Contracts pertaining to information technology, offsets computer systems or counterclaims thereto have been asserted in writingsoftware of the Business, or, is given only to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderthe Knowledge of the Sellers.

Contracts. Each Assignor has provided (a) Except as set forth in Section 3.12(a) of the Georgia Disclosure Schedules, as of the date hereof none of the Purchased Entity (or any Subsidiary thereof) or Georgia or any of its Subsidiaries (with respect to Lone Star the operation of the Business) is a party to or has given Lone Star access to accurate and complete copies of all bound by any of the following with respect to the operation of the Business (other than (x) sales or purchase orders or statements of work entered into or used in the ordinary course of business, which need not be disclosed on Section 3.12(a) of the Georgia Disclosure Schedules but nonetheless constitute Business Material Contracts, and (y) intercompany agreements solely among or documents between the Purchased Entity and its Subsidiaries, Contracts relating solely to which such Assignor is subject and each of which is listed on Schedule 3.1(m): the Retained Business) (the “Business Material Contracts”): (i) any lease Contracts resulting in revenue in excess of $20,000,000 for the fiscal year ended December 31, 2024, with customers of the Business (whether of real or personal property“Business Material Customer”); ; (ii) any agreement Contracts resulting in expenditures in excess of $20,000,000 for the purchase fiscal year ended December 31, 2024, with vendors of materialsthe Business (“Business Material Vendor”); (iii) any Contract relating to the acquisition or disposition of any business, suppliesdivision, goodsbusiness unit, services, equipment, capital stock or other equity interests of any Person (whether by merger, sale of stock, sale of assets or otherwise) (A) providing for annual payments by such Assignor an aggregate purchase price or an aggregate payment in excess of $10,000 50,000,000 or more(B) pursuant to which the Purchased Entity or any of its Subsidiaries or the Business has material continuing earn-out, indemnification, holdback, deferred payment or similar obligations following the date of this Agreement; (iv) any Contract concerning a joint venture, strategic alliance or similar agreement with a third party that is material to the Business; (v) any Contract relating to indebtedness for borrowed money, bonds, debentures, notes or similar instruments of indebtedness or lease obligations that are required to be classified as a capitalized lease in accordance with GAAP in excess of $25,000,000 with respect to which the Purchased Entity (or Subsidiary thereof) or the Business is an obligor, other than any such indebtedness to be repaid or extinguished pursuant to this Agreement at or prior to the Closing; (vi) any Contract requiring future capital commitment or capital expenditure obligations of the Business or the Purchased Entity (or its Subsidiaries) that would reasonably be expected to exceed $25,000,000 in the aggregate or $10,000,000 on an annual basis; (vii) any (1) licenses with respect to Intellectual Property that are material to the Business and are granted (A) to any third party with respect to any Business Intellectual Property or (B) to the Purchased Entity or any of its Subsidiaries (or, solely with respect to the Business, Georgia or any of its other Subsidiaries) with respect to Intellectual Property that is necessary for the provision of any products or services of the Business, or (2) any Contract (A) governing the development or ownership of any material Business Intellectual Property, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing entered into in connection with the issuance resolution of any equity securitiesclaim or dispute related to Intellectual Property (including consent-to-use, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignorcoexistence, and concurrent use agreements) that materially restricts the Purchased Entity’s or any security interest of its Subsidiaries’ (or, following the Closing, Florida’s) use or exploitation of any Business Intellectual Property; provided that, for clarity, the foregoing clauses (1) and (2) shall exclude any non-exclusive licenses granted by such Assignor with respect thereto; (vii) to off-the-shelf third-party software or information technology services that are generally commercially available on standard unmodified terms and are not incorporated into any optionrelevant products or services of the Business, licensenon-disclosure agreements, franchiseemployee and third-party developer invention assignment agreements granted on standard terms, and non-exclusive customer or similar agreement; end-user license agreements, in each case, that are entered into in the ordinary course of business; (viii) any agency, dealer, sales representative, marketing, Contract that by its express terms contains any of the following provisions applicable to the Business or other similar agreement; the Purchased Entity (ixor Subsidiaries thereof): (A) any agreement a covenant that materially restricts or materially limits the freedom ability of any Assignor the Business to engage or compete in any line of business or with any Person or in any area geographic area, (B) a provision requiring the purchase of all or substantially all of the Business’s requirements of a particular product that would limit is material to the freedom Business from a supplier, (C) a provision granting a right of Assignee first refusal, right of first negotiation, right of first offer or similar right with respect to any material assets, rights or properties of the Business, or (D) a provision containing a “most-favored nation” or other similar term providing preferential pricing or treatment to a third party with respect to any matters material to the Business; (ix) any Contract that provides for material indemnification obligations of the Business or the Purchased Entity (or any Affiliate of Assignee after the Closing Date; (x) its Subsidiaries), except for any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made such Contract entered into in the ordinary course of business. All such agreements; (x) all warranties, arrangementsguarantees, commitmentsindemnities or other similar undertakings with respect to a contractual or other performance extended by the Georgia Entities, guarantees the Purchased Entity (or its Subsidiaries) or the Business, in each case, (A) that was not entered into in the ordinary course of business, or (B) that would reasonably be expected to result in a Liability to the Business of more than $10,000,000; (xi) any Contract that provides material rebates to customers of the Business, to the extent not reflected as a Liability on the Business Financial Information; (xii) any Contract pursuant to which the Business or the Purchased Entity (or any of its Subsidiaries) is required to make any loan, advance or capital contribution to any Person, or investment in any other Person, in each case, that (A) was not entered into in the ordinary course of business, and other instruments are legal(B) requires future funding by the Business or the Purchased Entity (or any of its Subsidiaries) in excess of $5,000,000; (xiii) any material Shared Contract; (xiv) any Contract that relates to any settlement of any legal proceeding (A) under which the Purchased Entity (or any Subsidiary thereof) or the Business has any material conduct or non-monetary obligations or continuing liabilities in excess of $10,000,000 after the date hereof or (B) with any Governmental Entity; and (xv) any legally binding commitment to enter into any of the foregoing. (i) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Purchased Entity (and its Subsidiaries), taken as a whole, each Business Material Contract is valid and binding obligations on the Georgia Entity or the Purchased Entity (or Subsidiary thereof) that is a party thereto and, to the Knowledge of such AssignorGeorgia, each other party thereto, and to such Assignor's knowledge, of the other parties thereto, enforceable is in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do sofull force and effect, except to as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law), (ii) no Georgia Entity or the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets Purchased Entity (or counterclaims thereto have been asserted in writing, Subsidiary thereof) or, to the Knowledge of Georgia, any other party thereto, is (with or without notice or lapse of time) in breach of, or default under, any such Assignor's knowledgeBusiness Material Contract except for such breaches or defaults as would not reasonably be expected, may individually or in the aggregate, to be material to the Business and the Purchased Entity (and its Subsidiaries), taken as a whole and (iii) no Georgia Entity or the Purchased Entity (or Subsidiary thereof) has received notice of any material breach of, or default or violation under, any Business Material Contract. A true, correct and complete copy of each Business Material Contract has been made available by Georgia. (c) (i) Since January 1, 2022, none of the Georgia Entities or their Affiliates or the Purchased Entity (or its Subsidiaries) have received any party thereto other than written or, to the Knowledge of Georgia, oral notice from or on behalf of any Business Material Customer or Business Material Vendor indicating that such AssignorPerson intends to terminate or not renew, nor has any Business Material Contract that relates to the Business, or to materially reduce its volume of business with respect to the Business (in each case, whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (ii) none of the Georgia Entities or their Affiliates (with respect to the Business) or the Purchased Entity (or its Subsidiaries) are actively engaged in any material dispute with any such Assignor waived any substantial rights thereunderPerson.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of (a) Disclosure Schedule Section 3.05(a) sets forth all of the following agreements or documents Contracts (other than Contracts which are Excluded Assets) to which such Assignor Seller is subject and a party related to the Stations as of the date hereof or to which an Affiliate of Seller is a party that is used with respect to the Stations as of the date hereof (each of which is listed on Schedule 3.1(m): a “Material Assumed Contract”): (i) any lease Contract for the sale of broadcast time for advertising or other purposes for cash that (whether A) was not made in the ordinary course of real business consistent with past practices or personal property); (B) has more than twelve (12) months remaining in its term; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; Contract relating to Program Rights; (iii) any partnership, joint venture, Contract involving the purchase or other similar agreement or arrangement; sale of Real Property; (iv) any instruments Contract entered into after January 1, 2016 relating to the acquisition or documents evidencing the issuance disposition of any equity securitiesmaterial portion or any material asset of the Stations (whether by merger, warrantssale of stock, rights sale of assets or options to purchase equity securities of such Assignor; otherwise); (v) any management agreements; Contract involving construction, architecture, engineering or other agreements relating to uncompleted construction projects, in each case that involve payments in excess of $30,000; (vi) any instruments mortgage, pledge or documents evidencing security agreement, deed of trust or relating to Indebtednessother instrument granting a Lien (other than Permitted Liens) upon any Purchased Asset, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; other than those that will be paid off at Closing; (vii) any optionContract involving a partnership, license, franchise, joint venture or similar agreement; agreement with another party; (viii) any agencyContract involving compensation to any employee, dealer, sales representative, marketingindependent contractor, or other similar agreement; consultant in excess of $30,000 per year (provided, however, that for purposes of this Section 3.05(a)(viii), the term Contract shall not include at-will Contracts) and any Contract providing for post-employment or post- consulting liabilities or obligations (including severance pay); (ix) any Contract involving any labor agreement or collective bargaining agreement; (x) any Contract that limits contains a covenant restricting the freedom ability of any Assignor Seller to compete in any line of business or with any Person or in any geographic area that would limit in which the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; Stations operate; (xi) any Contract that is a local marketing agreement, joint sales agreement with any director or officer of any Greenbriar Party; or similar agreement; (xii) any Contract with a Governmental Authority (other agreement, commitment, arrangement, than ordinary course Contracts with Governmental Authorities as a customer that provide for payments or plan potential payments that do not made exceed $25,000 in the ordinary course aggregate in any year) which imposes any material obligation or restriction on Seller; (xiii) any Contract relating to the use of businessthe Stations’ digital bit stream; (xiv) any Contract relating to Internet web sites; (xv) all other Contracts (including all programming Contracts) that involve the cash payment or potential cash payment, pursuant to the terms of any such Contract, by or to Seller of more than $25,000 per year that cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material cost or penalty to Seller; and (xvi) the Assumed Shared Contracts. (b) Except as set forth on Disclosure Schedule Section 3.05(b), neither Seller nor Seller, as applicable, is in material default under, has received written notice of any material default under or has failed to perform any of its material obligations under any of the Material Assumed Contracts to which it is a party, and to the Knowledge of Seller, there is no material default or material failure to perform any obligation by another party, either pending or threatened, with respect to such Material Assumed Contracts. All Except as set forth on Disclosure Schedule Section 3.05(b), neither Seller nor Seller, as applicable, has been notified (or otherwise has Knowledge of the fact) that any other party to any such agreementsMaterial Assumed Contract intends to terminate, arrangementscancel, commitmentswithdraw, guarantees repudiate, modify or amend any such Material Assumed Contract. (c) Each Material Assumed Contract is in full force and other instruments are effect and constitutes a legal, valid and binding obligations obligation of such AssignorSeller, and as applicable, and, to such Assignor's knowledgethe Knowledge of Seller, of the each other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, party thereto (except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws from time to time in effect relating to creditors’ rights and remedies generally and general principles of equity). (d) Except as set forth on Disclosure Schedule Section 3.05(a), Seller has made by any party thereto other than such Assignoravailable to Buyer accurate and complete copies of all Material Assumed Contracts required to be listed on Disclosure Schedule Section 3.05(a), nor has such Assignor waived any substantial rights thereunderand all amendments thereto.

Contracts. Each Assignor has provided (a) Except as set forth in Section 4.12(a) of the Washington Disclosure Schedules, as of the date hereof none of Washington or any of its Subsidiaries is a party to Lone Star or has given Lone Star access to accurate and complete copies of all bound by any of the following (other than (x) sales or purchase orders or statements of work entered into or used in the ordinary course of business, which need not be disclosed on Section 4.12(a) of the Washington Disclosure Schedules but nonetheless constitute Washington Material Contracts, or (y) intercompany agreements solely among or documents to which such Assignor is subject between Washington and each of which is listed on Schedule 3.1(m): its Subsidiaries) (the “Washington Material Contracts”): (i) any lease (whether Contracts resulting in revenue in excess of real or personal property); $20,000,000 for the fiscal year ended December 31, 2024, with customers of the Washington Business; (ii) any agreement the ten (10) largest Contracts (measured by dollar value based on the fiscal year ended December 31, 2024) for the purchase supply of materials, supplies, goods, services, equipment, products or other assets materials for use in the Washington Business and any material Contract with (A) providing for annual payments by such Assignor of $10,000 or morea Washington Material Merchant Customer, (B) providing for aggregate payments by such Assignor of $25,000 or morea Washington Material Referral Partner, or (C) not terminable on thirty a Sponsor Bank or (30D) days or less notice without penalty; a Washington Material Vendor; (iii) any partnershipContract relating to the acquisition or disposition of any business, joint venturedivision, business unit, capital stock or other equity interests of any Person (whether by merger, sale of stock, sale of assets or otherwise) (A) for an aggregate purchase price or an aggregate payment in excess of $50,000,000 or (B) pursuant to which Washington or any of its Subsidiaries or the Washington Business has material continuing earn-out, indemnification, holdback, deferred payment or similar agreement or arrangement; obligations following the date of this Agreement; (iv) any instruments Contract concerning a joint venture, strategic alliance or documents evidencing similar agreement with a third party that is material to the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; Washington Business; (v) any management agreements; Contract relating to indebtedness for borrowed money, bonds, debentures, notes or similar instruments of indebtedness or lease obligations that are required to be classified as a capitalized lease in accordance with GAAP in excess of $25,000,000 with respect to which Washington (or Subsidiary thereof) or the Washington Business is an obligor, other than any such indebtedness to be repaid or extinguished pursuant to this Agreement or the Florida Transaction Agreement at or prior to the Closing; (vi) any instruments Contract requiring future capital commitment or documents evidencing capital expenditure obligations of the Washington Business or relating Washington (or its Subsidiaries) that would reasonably be expected to Indebtedness, exceed $25,000,000 in the aggregate or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; $10,000,000 on an annual basis; (vii) any option, license, franchise(A) licenses with respect to Intellectual Property that are material to the Washington Business and are granted (1) to any third party with respect to any Washington Intellectual Property or (2) to Washington or any of its Subsidiaries with respect to Intellectual Property that is material to the operation of the Washington Business, or similar agreement(B) any Contract (1) governing the development or ownership of any material Washington Intellectual Property or (2) related to Intellectual Property that materially restricts Washington’s or any of its Subsidiaries’(or will, following the Closing, Georgia’s) use or exploitation of any Washington Intellectual Property (including consent-to-use, coexistence, concurrent use agreements any other Contract entered into in connection with the resolution of any claim or dispute); provided, that, for clarity, the foregoing clauses (A) and (B) shall exclude any non-exclusive licenses granted with respect to off-the-shelf third-party software or information technology services that are generally commercially available on standard unmodified terms and are not incorporated into any relevant products or services of the Washington Business, non-disclosure agreements, employee and third-party developer invention assignment agreements granted on standard terms, and non-exclusive customer or end-user license agreements, in each case, that are entered into in the ordinary course of business; (viii) any agency, dealer, sales representative, marketing, Contract that by its express terms contains any of the following provisions applicable to the Washington Business or other similar agreement; Washington (ixor Subsidiaries thereof): (A) any agreement a covenant that materially restricts or materially limits the freedom ability of any Assignor the Washington Business to engage or compete in any line of business or with any Person or in any area geographic area, (B) a provision requiring the purchase of all or substantially all of the Washington Business’s requirements of a particular product that would limit is material to the freedom Washington Business from a supplier, (C) a provision granting a right of Assignee first refusal, right of first negotiation, right of first offer or similar right with respect to any material assets, rights or properties of the Washington Business, or (D) a provision containing a “most-favored nation” or other similar term providing preferential pricing or treatment to a third party with respect to any matters material to the Washington Business; (ix) any Contract that provides for material indemnification obligations of the Washington Business or Washington (or any Affiliate of Assignee after the Closing Date; (x) its Subsidiaries), except for any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made such Contract entered into in the ordinary course of business. All such agreements; (x) all warranties, arrangementsguarantees, commitmentsindemnities or other similar undertakings with respect to a contractual or other performance extended by Washington (or its Subsidiaries) or the Washington Business, guarantees in each case, (A) that was not entered into in the ordinary course of business or (B) that would reasonably be expected to result in a Liability to the Washington Business of more than $25,000,000; (xi) any Contract that provides material rebates to Washington Material Merchant Customers, to the extent not reflected as a Liability on the Washington Financial Information; (xii) any Contract pursuant to which the Washington Business or Washington (or any of its Subsidiaries) is required to make any loan, advance or capital contribution to any Person, or investment in any other Person, in each case, that (A) was not entered into in the ordinary course of business and other instruments are legal(B) requires future funding by the Washington Business or Washington (or any of its Subsidiaries) in excess of $25,000,000; (xiii) any Contract that relates to any settlement of any legal proceeding (A) under which Washington (or any Subsidiary thereof) or the Washington Business has any material conduct or non-monetary obligations or continuing liabilities in excess of $10,000,000 after the date hereof or (B) with any Governmental Entity; and (xiv) any legally binding commitment to enter into any of the foregoing. (i) Except as would not reasonably be expected, individually or in the aggregate, to be material to Washington and its Subsidiaries, taken as a whole, each Washington Material Contract is valid and binding obligations on Washington (or Subsidiary thereof) that is a party thereto and, to the Knowledge of such AssignorWashington, each other party thereto, and to such Assignor's knowledgeis in full force and effect, of the other parties thereto, enforceable in accordance with their terms; all payments required to except as enforcement may be made thereunder have been made limited by the parties required to do soEnforceability Exceptions, except to the extent that (ii) neither Washington (nor any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, Subsidiary thereof) or, to the Knowledge of Washington, any other party thereto, is (with or without notice or lapse of time) in breach of, or default under, any such Assignor's knowledgeWashington Material Contract except for such breaches or defaults as would not reasonably be expected, may individually or in the aggregate, to be material to Washington and its Subsidiaries, taken as a whole and (iii) neither Washington nor any Subsidiary thereof has received notice of any material breach of, or default or violation under, any Washington Material Contract. A true, correct and complete copy of each Washington Material Contract has been made available by Washington. (c) (i) Since January 31, 2024, none of the Washington Businesses have received any party thereto other than written or, to the Knowledge of Washington, oral notice from or on behalf of any Washington Material Merchant Customer, Washington Material Referral Partner, Sponsor Bank or Washington Network that is material to Washington and its Subsidiaries, taken as a whole, or Washington Material Vendor indicating that such AssignorPerson intends to terminate or not renew, nor has any Washington Material Contract, or to materially reduce its volume of business with the Washington Business (in each case, whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (ii) none of Washington or its Subsidiaries is actively engaged in any material dispute with any such Assignor waived any substantial rights thereunderPerson.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies (a) Section 3.13 of all the Company Disclosure Letter lists, as of the date hereof, each of the following agreements or documents types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound and under which any party thereto has material continuing rights or obligations (in each case, excluding any Company Plan and any purchase order or analogous instrument entered into with customers or suppliers in the ordinary course of business) (such Assignor is subject and each of which is listed on Schedule 3.1(m): Contracts, the “Company Contracts”): (i) any lease (whether such Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of real or personal property); Regulation S-K under the Securities Act; (ii) any agreement for the purchase of materialssuch Contract, supplies, goods, services, equipmentwith material obligations remaining to be performed, or other assets (A) providing for annual payments by such Assignor material liabilities continuing, after the date of $10,000 this Agreement relating to the acquisition, development, sale or moredisposition of any business unit that is material to the Company and its Subsidiaries, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; taken as a whole; (iii) any partnershipsuch Contract that contains a put, joint venturecall, right of first refusal or similar right pursuant to which the Company of any of its Subsidiaries would be required to purchase or sell, as applicable, any material equity interests of any Subsidiary of the Company, or which grants a right to sell to or purchase from the Company or any of its Subsidiaries any material asset (other similar agreement or arrangement; than in the ordinary course of business); (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement Contract that limits the freedom ability of the Company or any Assignor of its Subsidiaries to compete in any material respect in any line of business or with any Person or in any area geographic area, except for customer, client, distributor, reseller or sales representative agreements that are terminable for convenience upon not less than 90 days’ notice; (v) any such Contract governing any material joint venture, partnership or similar arrangement; (vi) any such Contract constituting indebtedness for borrowed money and having an outstanding principal amount in excess of $500,000; (vii) any such Contract which is a mortgage, security agreement, capital lease or similar agreement, in each case, that creates or grants a Lien on any property or assets of the Company or its Subsidiaries with a value in excess of $1,000,000; (viii) any such Contract pursuant to which the Company or any of its Subsidiaries has continuing material indemnification obligations to any Person that would limit the freedom reasonably be expected to result in payments in excess of Assignee or any Affiliate of Assignee after the Closing Date; $1,000,000, except for (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director vendor or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made content licensing Contract entered into in the ordinary course of business. All business or (y) non-disclosure agreements; (ix) any such agreementsContract between the Company or any of its Subsidiaries on the one hand, arrangementsand any Affiliate of the Company (other than any Subsidiary of the Company) on the other hand, commitmentsthat is required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act; (x) any such Contract involving any resolution or settlement of any actual or threatened Action (A) involving payments greater than $500,000 or (B) which imposes material continuing obligations on the Company or any of its Subsidiaries or that provides for any material continuing injunctive or other non-monetary relief, guarantees in each case, other than confidentiality obligations; (xi) any such Contract with any Governmental Entity (excluding Permits) involving the purchase or sale of goods or services for an amount in excess of $1,000,000 per year; or (xii) each Contract pursuant to which the Company or any of its Subsidiaries, collectively in the aggregate and other instruments are legaltaken as a whole, (x) received in excess of $2,000,000 in the 12 month period prior to the date hereof or (y) expect to receive in excess of $2,000,000 in the 12 month period following the date hereof. (i) Each Company Contract is valid and binding obligations on the Company and its Subsidiaries party thereto and, to the Knowledge of such Assignorthe Company, each other party thereto, and is in full force and effect and enforceable against the Company and its Subsidiaries party thereto and, to such Assignor's knowledge, the Knowledge of the Company, each other parties thereto, enforceable party thereto in all material respects in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, its terms (except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(menforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity); (ii) the Company and each of its Subsidiaries and, to the Knowledge of the Company, each other party thereto has performed all obligations required to be performed by it under each Company Contract; and (iii) there is no defenses, offsets default under any Company Contract by the Company or counterclaims thereto have been asserted in writing, any of its Subsidiaries or, to such Assignor's knowledgethe Knowledge of the Company, may any other party thereto, except, in the case of clauses “(i),” “(ii)” and “(iii)”, as, individually or in the aggregate, had not had and would not reasonably be expected to have a Material Adverse Effect. The Company has made by any party thereto other than such Assignoravailable to Parent true and complete copies of all Company Contracts, nor has such Assignor waived any substantial rights thereunderincluding all amendments thereto.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of all (a) The Disclosure Schedule sets forth a list, as of the following agreements or documents date hereof, of each Contract to which such Assignor the Seller is subject and each a party or by which any of the Assets are bound which is listed on Schedule 3.1(m): is: (i) any lease (whether of real or personal property); (ii) any agreement a Contract for the purchase of materials, supplies, goods, services, equipment, goods or other assets (A) providing for annual services by the Business involving future payments by such Assignor the Business in excess of $10,000 500,000; (ii) a Contract for the sale of goods or more, (B) providing for aggregate payments services by such Assignor the Business involving future revenues in excess of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; 1,000,000; (iii) any partnership, joint venture, or other similar agreement or arrangement; a collective bargaining Contract; (iv) a Contract that, by its terms, would materially restrict the freedom of the Purchaser to compete with any instruments or documents evidencing Person with respect to the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; Business as currently conducted by the Seller; (v) a Contract relating to employment, compensation, severance or indemnification between the Seller and any management agreements; of the Transferred Employees of the Business (other than Hexcel Benefit Plans), but excluding confidentiality agreements entered into in the ordinary course of business and excluding any such agreements not assigned to or assumed by the Purchaser or indemnification agreements relating to Excluded Liabilities; (vi) a Contract involving a guarantee by the Business of the debts of any instruments Person for borrowed money or documents evidencing or relating to Indebtedness, or guarantees the performance of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; a material obligation of another Person; (vii) any optiona Contract involving a license of material Transferred Intellectual Property, license, franchise, Commercial Know-How or similar agreement; Technical Know-How; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; a Real Property Lease; (ix) any agreement that limits a Personal Property Lease involving future payments by the freedom Business in excess of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; $100,000; (x) any agreement with a holder letter of any Assignor's capital stockcredit (commercial, documentary, standby, or otherwise), regardless of whether the Seller is the applicant or the beneficiary; or (xi) any agreement with any director a Contract other than confidentiality or officer similar agreements entered into in the ordinary course of any Greenbriar Partybusiness, involving obligations of a party thereto extending for greater than twelve (12) months from the date hereof and future payments in excess of $100,000; or or (xii) any other agreement, commitment, arrangement, or plan Contract that is material to the Business and not made in the ordinary course of businessbusiness (clauses (i)-(xii), the “Material Agreements”). (b) The Seller has delivered to the Purchaser a true and correct copy of each Material Agreement. All such agreementsEach Material Agreement which is to be assigned to the Purchaser pursuant to this Agreement is in full force and effect according to its terms and neither the Seller nor, arrangementsto the Seller’s Knowledge, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties theretoto any Material Agreement are in material default or breach thereof or would be in material default or breach thereof with notice or lapse of time, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do soor both, except in each case where such invalidity, ineffectiveness, default or breach would not reasonably be likely to the extent that any payments are being contested result in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereundera Material Adverse Effect.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to (a) Schedule 4.10(a) sets forth an accurate and complete copies list of all each Contract (including a description of any oral Contract) to the extent that such Contract binds or affects any of the assets of the Company or the Company or any Seller is a party to or is bound by such Contract in connection with the Business (collectively, the "Material Contracts"), organized into the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): subsections: (i) any lease (whether of real or personal property); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor all Contracts involving aggregate consideration in excess of $10,000 or more, requiring performance by any party more than one (B1) providing for aggregate payments by such Assignor of $25,000 year following the Closing Date; (ii) all Contracts that cannot be cancelled without penalty or more, or (C) not terminable on without more than thirty (30) days or less notice without penalty; days' notice; (iii) all Contracts that relate to the acquisition of any partnershipbusiness, joint venturea material amount of stock or assets of any other Person, or other similar agreement any Real Property (whether by merger, sale of stock, sale of assets or arrangement; otherwise); (iv) any instruments all Contracts that contain non-competition or documents evidencing non-solicitation provisions restricting the issuance conduct of the Business, or restricting the conduct of any equity securitiesPerson potentially competing with the Business, warrants, rights in any geographic area or options to purchase equity securities during any period of such Assignor; time; (v) all Contracts granting any management agreements; exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person; (vi) any instruments or documents evidencing or except for agreements relating to Indebtednesstrade receivables, all Contracts relating to Indebtedness (including guarantees), or guarantees imposing an Encumbrance on the Company or any asset of Indebtedness by such Assignorthe Company; (vii) all Contracts between the Company, on the one hand, and any security interest granted by such Assignor with respect thereto; (vii) Company Affiliate and/or any optionSeller, license, franchise, or similar agreement; on the other hand; (viii) all collective bargaining agreements or Contracts with any agencylabor organization, dealer, sales representative, marketing, union or other similar agreement; association; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business all employment agreements and Contracts with independent contractors or with any Person consultants (or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; similar arrangements); (x) any staffing agreement with a holder or any other agreement whereby the Company or, in relation to the Business, any Seller retains the services of any Assignor's capital stock; staffing agency or professional employer organization; (xi) all Contracts pursuant to which material payments or benefits are or may be required, or pursuant to which vesting of any agreement payment or benefit will accelerate, upon or following a sale of substantially all the assets that constitute the Business, whether alone or in conjunction with any director or officer of any Greenbriar Party; or other event; (xii) all Contracts that provide for severance pay or any other agreement, commitment, arrangementmaterial post- employment payment by, or plan not made in financial obligation of, the ordinary course Company; (xiii) all joint venture, partnership or similar Contracts that provide for the sharing of business. All such agreementsprofits relating to the Business; (xiv) all Contracts for the sale of the Company or any of the assets of the Company or for the grant to any Person of any option, arrangementsright of first refusal or preferential or similar right to purchase the Company or any of the assets of the Company; (xv) all Contracts that provide for the indemnification of any Person or the assumption of any Tax, commitmentsenvironmental or other Liability of any Person; (xvi) all Intellectual Property Contracts; (xvii) all Tenant Leases; (xviii) all agency agreements and powers of attorney; (xix) all Contracts with any Governmental Authority; (xx) all Customer Contracts; and (xxi) all other Contracts material to the Company, guarantees and other instruments are legal, the assets of the Company or the operation of the Business. (b) Each Material Contract is valid and binding obligations of such Assignor, and to such Assignor's knowledge, of on the other parties thereto, enforceable Company or the applicable Seller in accordance with their terms; its terms and is in full force and effect. The Company and each Seller (in each case, to the extent a party thereto) has properly conducted and paid all payments amounts to be paid by the Company or such Seller, as applicable, and otherwise performed all material obligations required to be made thereunder have been made performed by the parties required Company or such Seller under each Material Contract and none of the Company or such Seller has received any notice of termination, cancellation, breach or default under any Material Contract. No event has occurred that, with the passage of time or the giving of notice or both, would result in a default, breach, or event of noncompliance by the Company or the applicable Seller under any Material Contract, or result in the termination thereof, or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. To the Knowledge of Seller, no other party to do soany Material Contract is in breach thereof or default thereunder. The Data Room contains a true, except to correct, and complete copy of each written Material Contract and an accurate written description setting forth the extent that any payments are being contested in good faith terms and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderconditions of each oral Material Contract.

Contracts. Each Assignor has provided (a) Except as set forth in Schedule 3.07 and except for Contracts relating to Lone Star or has given Lone Star access to accurate and complete copies of all Excluded Assets, neither Seller nor any of the following agreements Seller Affiliates is a party to or documents to which such Assignor bound by any Contract that is subject used or held for use exclusively in, or that arises exclusively out of, the operation or conduct of the Businesses (other than (x) this Agreement and each the Ancillary Agreements and (y) Transferred Contracts entered into after the date of which is listed on Schedule 3.1(m): this Agreement in accordance with the terms of this Agreement) and that is: (i) a covenant not to compete (other than (A) pursuant to any lease radius restriction contained in any lease, reciprocal easement or development, construction, operating or similar agreement and (whether of real or personal property); (iiB) any such covenant contained in any agreement with a broker) that materially limits the conduct of the Businesses; (A) a continuing Contract for the future purchase of materials, supplies, goods, services, equipment, raw materials, packaging or commodities (other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; than (x) any agreement with a holder purchase Contracts and orders for raw materials, work-in-process, finished goods, supplies, packaging materials and other inventories in the ordinary course of any Assignor's capital stock; business and (xiy) any agreement with any director purchase orders for the co-packing or officer manufacturing of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made Products of the Businesses in the ordinary course of business. All ), (B) a management, service, consulting or other similar Contract (other than Contracts for services in the ordinary course of business, including transportation and warehousing Contracts) or (C) an advertising or trade promotion Contract, in any such agreements, arrangements, commitments, guarantees and case which has an aggregate future liability to any person (other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, than Seller or one of the Seller Affiliates) in excess of $150,000 and is not terminable by Seller or one of the Seller Affiliates by notice of not more than 90 days for a cost of less than $75,000 (other parties theretothan the obligations, liabilities and commitments set forth in Schedule 1.04(a)(v)); (iii) a lease or similar Contract with any person (other than Seller or one of the Seller Affiliates) under which Seller or one of the Seller Affiliates is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any person which lease or similar Contract has an aggregate future liability in excess of $200,000 and is not terminable by Seller or one of the Seller Affiliates by notice of not more than 90 days for a cost of less than $100,000; or (iv) any other Contract that has an aggregate future liability to any person (other than Seller or one of the Seller Affiliates) in excess of $175,000 and is not terminable by Seller or one of the Seller Affiliates by notice of not more than 90 days for a cost of less than $100,000 (other than purchase orders, sales orders and Contracts with brokers). (b) Except as set forth in Schedule 3.07, all Transferred Contracts required to be listed in Schedule 3.07 (such Contracts, the "Business Contracts") are valid, binding and in full force and effect and are enforceable by Seller or the applicable Seller Affiliate in accordance with their terms; terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and to general equitable principles, except for such failures to be valid, binding, in full force and effect or enforceable that would not reasonably be expected to have a Businesses Material Adverse Effect. Except as set forth in Schedule 3.07, Seller or the applicable Seller Affiliate has performed all payments material obligations required to be made performed by it to date under the Business Contracts, and it is not in breach or default thereunder have been made by and, to the parties required knowledge of Seller, no other party to do soany Business Contract, as of the date of this Agreement, is in breach or default thereunder, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets breach or counterclaims thereto default would not reasonably be expected to have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereundera Businesses Material Adverse Effect.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate Schedule 4.12 contains a true and complete copies list of all Executory Contracts of the following agreements or documents types to which such Assignor is subject and each of which is listed on Schedule 3.1(m): (ia) any lease Seller or Skyware is a party (whether of real but only if such Contract primarily relates to the Business) or personal property); (iib) any agreement for of the purchase of materials, supplies, goods, services, equipment, Assets or other assets Skyware Assets is subject: (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iiia) any partnershipContract with a sales representative, joint venturemanufacturer’s representative, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agencydistributor, dealer, broker, sales representativeagency, marketingadvertising agency or other Person engaged in sales, distribution or promotional activities for or on behalf of the Business, or other similar agreement; any Contract to act in one of the foregoing specified capacities on behalf of any Person; (ixb) any agreement that limits the freedom of Contract pursuant to which any Assignor to compete in any line of business Seller or with any Person Skyware has made or in any area that would limit the freedom of Assignee will make loans or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangementadvances, or plan not made has incurred, or is obligated to incur, Indebtedness or has become a guarantor or surety or pledged its credit for or otherwise become responsible with respect to any undertaking of another Person (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business. All such agreements); (c) any Contract with (i) any Affiliate of any Seller (but excluding any contract with or relating to a Benefit Plan), arrangementsor (ii) any officer or director of any Seller or Skyware (other than employment agreements or similar arrangements relating to their employment); (d) any Contract (including a purchase order) with any customer or supplier with whom the Sellers or Skyware have entered into Contracts (including purchase orders), commitmentswhich, guarantees and in the aggregate, have a commitment of more than $100,000 on an annual basis; (e) any Contract involving a partnership, joint venture or other instruments are legalcooperative undertaking; (f) any Contract involving any non-competition or similar restrictions binding on any Seller or Skyware, valid and binding obligations including with respect to the geographical area of operations or scope or type of business of such AssignorSeller or Skyware; (g) any Contract for any material capital expenditures or material leasehold improvement, and in each case in excess of $100,000; (h) any collective bargaining agreement; (i) any Contract involving the licensing, sharing, assignment or transfer of Intellectual Property, except “off the shelf” commercially available software programs purchased or licensed for less than $100,000 in the aggregate; (j) any Contract containing an A▇▇▇▇▇ Guarantee; (k) any letter of credit utilized in or otherwise related to such Assignor's knowledge, the conduct of the Business; (l) any Shared Contract the Business Portion of which contains a commitment of more than $100,000 on an annual basis; and (m) any other parties theretoContract that is otherwise material to the operation of the Business. The Sellers have made available to the Purchaser copies of each Contract that is listed on Schedule 4.12 (excluding Contracts that the Sellers have provided in redacted form due to confidentiality restrictions). Except as set forth on Schedule 4.12, to Sellers’ Knowledge, all Contracts listed or required to be listed on Schedule 4.12 are in full force and effect and are enforceable by the applicable Seller or Skyware, as applicable, in accordance with their terms; all payments terms (subject to the Enforceability Limitations). With respect to the Contracts set forth or required to be made thereunder have been made by set forth on Schedule 4.12: (i) neither the parties required to do soapplicable Seller or Skyware nor, except to the extent that Sellers’ Knowledge, any payments are being contested other party thereto, is in good faith and are listed as default under or in violation of any material term of such on Schedule 3.1(m)Contract; (ii) to the Sellers’ Knowledge, no event has occurred that, with notice or lapse of time or both, would constitute such a default or violation; (iii) no Seller or Skyware has released in writing or to the Sellers’ Knowledge orally, any of its rights under any such Contract; and (iv) no defenses, offsets or counterclaims thereto have been asserted party to such Contracts has (x) repudiated in writing, writing or, to Sellers’ Knowledge, orally, any of the material terms thereof, (y) or, to the Sellers’ Knowledge, threatened to terminate or cancel any such Assignor's knowledgeContracts or (z) to the Sellers’ Knowledge, may be made by provided written notice that it will not renew any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderContract.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Section 3.11(a) of the Seller Disclosure Schedules sets forth as of the date of this Agreement a true and complete copies list of all each of the following agreements or documents Business Contracts (other than order forms, statements of work, purchase orders and invoices) to which Seller or one of its Affiliates is a party (collectively, together with any order forms, statements of work or purchase orders related to such Assignor is subject and each of which is listed on Schedule 3.1(m): Contracts, the “Material Contracts”): (i) any lease Contract with one of the top ten (whether 10) current customers (excluding, for this purpose, customers that are Governmental Entities) of real or personal propertythe GES Business (measured by gross annualized value of the most recently closed Contract of such customer since January 1, 2021); ; (ii) any agreement for Contract with one of the purchase top twenty (20) standards developing organizations (“SDO”) of materialsthe GES Business (measured by subscription sales from the GES Business during the twelve (12) months ended December 31, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; 2021); (iii) any partnershipContract with a channel partner for the GES Business that generated at least one million Dollars ($1,000,000) of commission paid by the GES Business during the thirteen (13) months ended October 31, joint venture, or other similar agreement or arrangement; 2022; (iv) any instruments Contract containing covenants that would restrict or documents evidencing limit or purports to restrict or limit in any material respect the issuance ability of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor GES Business after the Closing to compete in any line of business business, service or product or with any Person or in any area industry or geographic area; (v) any Contract that would limit contains a most favored nation or similar provision in favor of any customer or other counterparty of the freedom GES Business; (vi) any Contract with one of Assignee the top five (5) current Governmental Entity customers of the GES Business (measured by contract value); (vii) any Contract that (A) grants exclusivity to any Person in respect of any product or service of the GES Business or (B) grants any right of first refusal, right of first offer or similar right to acquire exclusive rights or ownership with respect to any service or product of the GES Business or any Affiliate Purchased Assets; (viii) any Contract pursuant to which Seller or any of Assignee its Affiliates (x) grants to any Person a license to Business Intellectual Property or Business Data (y) or receives from any Person a license to use Intellectual Property or data, in each case, other than any (A) non-exclusive licenses granted to customers or distributors in the ordinary course of business, (B) Contracts for off-the-shelf, shrink-wrap or commercially available Software with annual aggregate or one-time fees of less than one hundred thousand Dollars ($100,000), and open source software licenses, and (C) Contracts with SDOs (including those required to be disclosed under Section 3.11(a)(ii)); provided that Seller shall not be required to disclose on Section 3.11(a) of the Seller Disclosure Schedules any Contracts described by Section 3.11(a)(viii)(y); (ix) any Contract relating to any capital expenditure obligations relating to the GES Business in excess of two hundred fifty thousand Dollars ($250,000) required to be made after the Closing Date; date of this Agreement; (x) any agreement with a holder of any Assignor's capital stock; Collective Bargaining Agreement; (xi) any agreement Contract that governs a partnership or joint venture or similar arrangement involving an investment or any sharing of profits, losses, costs or liabilities by the GES Business with any other Person or that requires the GES Business to provide any funds or make any investment in any Person; (xii) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) under which the GES Business has any continuing obligation with respect to an “earn out,” contingent or deferred purchase price, similar contingent payment obligation (including any purchase price adjustment payments) or other contractual obligation; (xiii) any Contract relating to the acquisition or disposition of any assets, properties or rights that would otherwise constitute Purchased Assets with a fair market value in excess of one million Dollars ($1,000,000), other than acquisitions and dispositions of inventory in the ordinary course of business; (xiv) any settlement or similar Contract pursuant to which the GES Business is obligated to make payments of at least one million Dollars ($1,000,000) (exclusive of attorneys’ fees) or pursuant to which the GES Business will have any material obligations or restrictions after the date of this Agreement; (xv) any Contract with a Governmental Entity, other than a customer Contract; (xvi) any Intercompany Contracts to the extent related to, used by or in connection with, or held for use in, the GES Business; (xvii) any Contracts (other than Benefit Plans) with any director or officer of a NewCo Entity or any Greenbriar PartyBusiness Employee or Individual Service Provider having an annual base salary, annualized base wages or other annual monetary payments in excess of two-hundred thousand Dollars ($200,000) other than Contracts for the 49 payment of normal salaries, bonuses, benefits, services fees, and reimbursement of ordinary course expenses; or and (xiixviii) any other agreementContract (excluding any Contracts described in clauses (i) through (xvii) above and excluding any Contracts with SDOs) pursuant to which the GES Business has received payments or made payments of at least one million Dollars ($1,000,000) during the twelve (12) months ended December 31, commitment2022. (b) Except, arrangementin each case, as would not reasonably be expected to be, individually or plan not made in the ordinary course aggregate, material to the GES Business, taken as a whole, (i) each Material Contract and Business Government Contract is in full force and effect and is valid, binding and enforceable against the applicable Seller Entity party thereto and, to the Knowledge of business. All such agreementsSeller, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their its terms; all payments , in each case, (A) except, as of the Closing, for any Material Contract or Business Government Contract that, prior to the Closing, expires in accordance with its terms and (B) subject to the Enforceability Exceptions, (ii) neither Seller (or its applicable Subsidiary) nor, to the Knowledge of Seller, any other party to a Material Contract or Business Government Contract is in breach, including with respect to any required representations or certifications, or violation of, or material default under, any Material Contract or Business Government Contract, (iii) Seller and its Subsidiaries have not received from any counterparty any written notice of termination or written notice or written claim of default by Seller or its applicable Subsidiary under any Material Contract or Business Government Contract and (iv) to be the Knowledge of Seller, no event has occurred that, with or without notice or lapse of time or both, would result in a breach or default under any Material Contract or Business Government Contract by Seller or any of its Subsidiaries. Seller has made thereunder have been made by available to Purchaser complete and correct copies of each of the parties required to do so, except Material Contracts (or to the extent that such Material Contract is an oral arrangement, correct and materially complete description of any payments are being contested such arrangement), together with any material amendments, modifications or supplements thereto. (c) Since January 1, 2018, (i) Seller (or its applicable Subsidiary) is and has been in good faith compliance in all material respects with the terms and are listed conditions of each Business Government Contract (including any terms and conditions incorporated by operation of law), (ii) all submissions, representations, certifications or disclosure statements made or submitted in writing or uploaded to any database by Seller and its Subsidiaries in connection with a material requirement of any Business Government Contract or Business Government Bid (including all material representations and certifications contained in the System for Award Management registration and all representations and certifications submitted to any prime contractor or higher-tier subcontractor) were true and accurate as such on Schedule 3.1(m); of the date of submission in all material respects and, to the extent required, remain true and no defenses, offsets accurate in all material respects or counterclaims thereto have been asserted updated as required, and (iii) all invoices and claims for payment submitted by or on behalf of Seller or its Subsidiaries in writingconnection with any Business Government Contract were accurate and complete in all material respects, or, were properly chargeable or invoiced to such Assignor's knowledgeBusiness Government Contract, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderand were charged or invoiced in amounts consistent in all material respects with all Contract requirements and applicable Law.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Schedule 3.12(a) of the Seller Disclosure Schedule sets forth a true and complete copies list of all of the following agreements or documents Contracts to which such Assignor any Acquired Company is subject and each of a party or by which is listed on Schedule 3.1(m): any Acquired Company or its properties or other assets are otherwise bound (each, a “Material Contract”): (i) any lease (whether of real or personal property); (ii) any agreement loan agreements, credit agreements, sale-leaseback agreements, security agreements, indentures and other Contracts that provide for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments the borrowing of moneys by such Assignor or extensions of $10,000 or morecredit to any Acquired Company by any other Person, (B) providing for aggregate payments the guaranty by such Assignor any Acquired Company of $25,000 obligations in respect of the borrowings of money by or moreextensions of credit to any other Person, or (C) not terminable on thirty the guaranty by Seller or any of its Affiliates (30other than any Acquired Company) days of obligations of any Acquired Company or less notice without penalty; (D) reimbursement agreements relating to guarantees; (ii) commodity, currency or interest rate hedge, exchange or similar agreements; (iii) any partnership, shareholder, joint venture, joint development or limited liability company agreements or other similar agreement agreements setting forth arrangements between the members or arrangement; partners thereto; (iv) any instruments power purchase, sale or documents evidencing the issuance exchange agreements (including sales of any equity securitiescapacity, warrantsenergy, rights ancillary services or options to purchase equity securities of such Assignor; related attributes or renewable energy credits or renewable attributes); (v) any management (A) electricity interconnection agreements and (B) transmission agreements; ; (vi) any instruments or documents evidencing or relating to Indebtedness(A) engineering, or guarantees of Indebtedness by such Assignorprocurement and construction agreements, (B) equipment supply agreements, (C) warranty agreements and any security interest granted by such Assignor with respect thereto; performance guarantee agreements and (D) operation and maintenance agreements; (vii) any optionlabor agreements, license, franchise, collective bargaining agreements or similar agreement; agreements with any union, works council or similar body; (viii) any agencynon-competition, dealernon-interference, sales representativenon-solicitation, marketing, exclusivity or other similar agreement; (ix) any agreement that limits agreements which restrict the freedom ability of any Assignor Acquired Company to compete engage in any line of business business, acquire any property, develop or distribute any product, provide any service (including geographic restrictions) or to compete with any Person or Person, in any area that would limit the freedom of Assignee market, field or territory; (ix) agreements (other than any Transaction Document) between (I) First Solar or any Affiliate of Assignee after its Affiliates (excluding the Closing Date; Acquired Companies), on the one hand, and (II) any of the Acquired Companies, on the other hand; (x) leases, subleases and any agreement with a holder other material agreements affecting, benefiting, or burdening all or any part of any Assignor's capital stock; the Real Property Interests; (xi) agreements subjecting any agreement with Acquired Company to any director obligation or officer of requirement to provide for or to make any Greenbriar Partyinvestment in, any Person; or and (xii) any other agreement, commitmentother than those set forth in the foregoing clauses (i) through (xi), arrangementwhich expressly provides for future payment to or from, or plan not made Liabilities of, any Acquired Company of at least $250,000 over the term of such Contract. (b) Except as set forth on Schedule 3.12(b) of the Seller Disclosure Schedule, there is no material default (i) on the part of the Company or (ii) to Seller’s Knowledge, on the part of any other Person, in each case, under any Material Contract. Each Acquired Company and, to the ordinary course Knowledge of business. All such agreementsSeller, arrangementseach other Person, commitmentsin each case, guarantees has complied in all material respects with, and other instruments are is in compliance in all material respects with, the provisions of each Material Contract to which it is a party. (c) Each Material Contract constitutes a legal, valid and binding obligations obligation of such Assignorthe Acquired Company party thereto (and, to Seller’s Knowledge, each other Person party thereto), and is in full force and effect and enforceable against the Acquired Company party thereto (and, to such Assignor's knowledgeSeller’s Knowledge, of the each other parties Person party thereto, enforceable ) in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, its terms (except to the extent that any payments are being contested in good faith and are listed as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity). (d) Except as set forth on Schedule 3.1(m3.12(a) of the Seller Disclosure Schedule, Seller has made available to Purchaser true, complete and correct copies of all Material Contracts (including all written amendments, modifications, extensions and renewals thereof and related notices and agreements thereto); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunder.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies (a) Section 4.07(a) of all the Disclosure Schedules lists each of the following agreements Contracts (x) by which any of the Purchased Assets are bound or documents affected or (y) to which such Assignor Seller is subject and each of a party or by which it is listed on Schedule 3.1(m): bound in connection with the Business or the Purchased Assets: (i) any lease (whether of real all Contracts that are not cancelable by Seller without liability on 90 or personal property); fewer days notice to the other party or parties thereto; (ii) any agreement for all Contracts that require Seller to purchase or sell a stated portion of the purchase requirements or outputs of materials, supplies, goods, services, equipment, the Business or other assets (A) providing for annual payments by such Assignor of $10,000 that contain “take or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; pay” provisions; (iii) all Contracts that provide for the indemnification of any partnershipPerson or the assumption of any Tax, joint venture, environmental or other similar agreement or arrangement; Liability of any Person; (iv) any instruments all Contracts that relate to the acquisition or documents evidencing the issuance disposition of any equity securitiesbusiness, warrantsa material amount of stock or assets of any other Person or any real property (whether by merger, rights sale of stock, sale of assets or options to purchase equity securities of such Assignor; otherwise); (v) any management agreements; all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (vi) any instruments all employment agreements and Contracts with independent contractors or documents evidencing consultants (or relating similar arrangements) and which are not cancelable by Seller without liability on 90 or fewer days notice to Indebtedness, the other party or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect parties thereto; ; (vii) any optionexcept for Contracts relating to trade receivables, licenseall Contracts relating to indebtedness (including, franchisewithout limitation, or similar agreement; guarantees); (viii) all Contracts with any agency, dealer, sales representative, marketing, or other similar agreement; Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of Seller or any agreement that limits the freedom of any Assignor its Affiliates to compete in any line of business or with any Person or in any geographic area that would limit the freedom or during any period of Assignee or any Affiliate of Assignee after the Closing Date; time; (x) any agreement with a holder of any Assignor's capital stock; all joint venture, partnership or similar Contracts; (xi) any agreement with any director or officer all Contracts for the sale of any Greenbriar Party; of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all powers of attorney with respect to the Business or any Purchased Asset; (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association; and (xiv) all other agreementContracts that are material to the Purchased Assets or the operation of the Business and not previously disclosed pursuant to this Section 4.07. (b) Except as set forth in Section 4.07(b) of the Disclosure Schedules, commitment, arrangement, or plan not made each Contract included in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, Purchased Assets is valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable on Seller in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested its terms and is in good faith full force and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, effect. None of Seller or, to such Assignor's knowledgethe Knowledge of Seller, may be made by any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any written notice of any intention to terminate, any Contract included in the Purchased Assets. To the Knowledge of Seller and except as set forth in Section 4.07(b) of the Disclosure Schedules, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Contract included in the Purchased Assets or result in a termination thereof or would cause or permit the acceleration or other than such Assignorchanges of any right or obligation or the loss of any benefit thereunder. A complete and correct copy of each Contract included in the Purchased Assets (including all modifications, nor amendments and supplements thereto and waivers thereunder) has such Assignor waived been made available to Buyer. There are no material disputes pending or, to the Knowledge of Seller, threatened under any substantial rights thereunderContract included in the Purchased Assets.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies (a) Section 5.12 of the CGL Disclosure Letter lists all Contracts of the following agreements or documents types to which such Assignor CGL is subject and each of a party or by which it or any Contributed CGL Asset or Assumed CGL Liability is listed on Schedule 3.1(m): bound, except for Minor Contracts: (i) Contracts with any present or former member, manager, officer, employee, partner or consultant of CGL or any Affiliate thereof; (ii) Contracts with any Mortgage Program Sponsor or Governmental Body; (iii) any servicing or management Contract or consultancy Contract; (iv) Contracts for the future purchase of, or payment for, supplies or products, or for the performance of services by a third party; (v) Contracts for the lease of any personal property, vehicles or other assets used in CGL’s Business; (whether of vi) Contracts to sell or supply products or to perform services; (vii) Contracts to lease to or to operate for any other party any real or personal property); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; ; (viii) any agencynotes, dealerdebentures, sales representativebonds, marketingconditional sale Contracts, equipment trust Contracts, letter of credit agreements, reimbursement Contracts, loan Contracts or other Contracts for the borrowing or lending of money (including loans to or from officers, directors, partners, stockholders or Affiliates of CGL or any members of their immediate families), Contracts or arrangements for a line of credit or for a guarantee of, or other similar agreement; undertaking in connection with, the indebtedness of any other Person; (ix) Contracts for any agreement that limits the freedom of any Assignor to compete in any line of business capital expenditure or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; leasehold improvements; (x) any agreement with a holder of Contracts under which any Assignor's capital stock; Encumbrances exist; (xi) any agreement with any director or officer other Contract material to the operation of any Greenbriar PartyCGL’s Business; or and (xii) any other agreement, commitment, arrangement, or plan Contracts (other than Minor Contracts and those described in any of clauses (i) through (xi) above) not made in the ordinary course of business. All . (b) CGL has delivered to the Company and the GPF Parties complete and correct copies of all written Contracts of CGL (other than such agreementsContracts which are Excluded CGL Assets), arrangementstogether with all amendments, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignorsupplements or modifications thereto, and accurate descriptions of all material terms of all oral Contracts, set forth or required to be set forth on Section 5.12 of the CGL Disclosure Letter. (c) The Contracts listed on Section 5.12 of the CGL Disclosure Letter and the Minor Contracts excluded from Section 5.12 of the CGL Disclosure Letter are referred to herein as the “CGL Contracts.” CGL is not in Default under any CGL Contracts (including any CGL Real Estate Leases and CGL Non-Real Estate Leases). CGL has not received any communication from, or given any communication to, any other party indicating that CGL or such Assignor's knowledgeother party, as the case may be, is in Default under any CGL Contract. To the knowledge of CGL, (i) none of the other parties thereto, in any such CGL Contract is in Default thereunder and (ii) each such CGL Contract is enforceable against any other parties thereto in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do soterms thereof, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remedies. There are no defensesrenegotiations of, offsets attempts to renegotiate or counterclaims thereto have been asserted in writing, oroutstanding rights to renegotiate any amounts paid or payable to CGL under current or contemplated Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and, to knowledge of CGL, no such Assignor's knowledge, may be Person has made by any party thereto other than demand for such Assignor, nor has such Assignor waived any substantial rights thereundernegotiation.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Schedule 3.12 sets forth a complete and complete copies correct list of all of the following agreements ------------- material agreements, contracts and commitments (whether written or documents oral) to which such Assignor the Company is subject a party or by which the Company or any of its Assets are bound (collectively, the "Contracts"), including, without limitation, the --------- following types of contracts and each of which is listed on Schedule 3.1(m): agreements: (i) any lease (whether of real or personal property)employment, severance, termination, consulting and retirement agreements; (ii) license agreements or distributor, dealer, manufacturer's representative, sales agency and advertising agreements; (iii) agreements with any agreement labor organization or other collective bargaining unit; (iv) agreements for the future purchase of materials, supplies, goods, services, equipmentmerchandise or equipment involving payments of more than One Thousand Dollars ($1,000) individually (or Five Thousand Dollars ($5,000) in the aggregate for all such agreements) over its remaining term (including, without limitation, periods covered by any option to renew by either party); (v) agreements for the purchase, sale or lease of any real estate or other assets Assets; (Avi) providing agreements for annual payments the sale of Assets other than in the ordinary course of business or the grant of any preferential rights to purchase Assets; (vii) agreements which contain provisions requiring the Company to indemnify any person; (viii) joint venture agreements or other agreements involving the sharing of profits; (ix) outstanding loans to any persons or entities or receivables due from any stockholders or any affiliates of the Company; (x) agreements (including, without limitation, agreements not to compete and exclusivity agreements) that reasonably could be interpreted to impose any restriction on any business operations of the Company; (xi) customer and client contracts; and (xii) any other agreement which by such Assignor of $10,000 its terms does not terminate or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) is not terminable on by the Company within thirty (30) days or less notice without penalty; upon thirty (iii30) any partnership, joint venture, days' (or other similar agreement or arrangement; less) notice. Schedule 3.12 includes a brief description of all oral ------------- Contracts of the types described in clauses (ivi) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or through (xii) any other agreementabove. (b) Except as set forth on Schedule 3.12(b), commitment, arrangement, or plan not made all the Contracts are ---------------- valid and in the ordinary course of business. All such agreements, arrangements, commitments, guarantees full force and other instruments are effect and constitute legal, valid and binding obligations of such Assignorof, and are legally enforceable against, the Company and, to such Assignor's knowledge, the Knowledge of the Company, the other party or respective parties thereto. With respect to each such Contract, enforceable in accordance (i) all necessary governmental approvals with their terms; respect thereto required to be obtained by the Company have been obtained, (ii) all payments necessary filings or registrations therefor required to be made by the Company have been made, and (iii) there have been no cancellations thereof threatened in writing and, to the Knowledge of Company, no outstanding disputes thereunder. The Company has performed in all material respects the obligations thereunder required to be performed by the Company to date. The Company is not and, to the Knowledge of the Company, no other party is, in default under any of the Contracts, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute such a default. True and complete copies of all Contracts have been made by available to Acquiror. The consummation of the parties required to do sotransactions contemplated herein will not constitute a breach or default under, except or give rise to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by ability of any party thereto other than such Assignor, nor has such Assignor waived to terminate any substantial rights thereunderContract.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Schedule 3.12(a) is a correct and complete copies list of all Contracts of Sellers including (by reference to the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): applicable subsection hereof) (i) all Contracts with any lease (whether customer or supplier of real or personal property); the Business, (ii) all Contracts that require a Seller to pay, or entitle a Seller to receive, or could result in Liabilities of a Seller, in the amount of, in the aggregate, $25,000 or more during any agreement twelve (12)-month period, (iii) all Contracts that restrict Sellers from competing with or engaging in any business activity anywhere in the world or soliciting for employment, hiring or employing any Person, (iv) all Contracts with respect to Indebtedness, (v) all Contracts whereby a Seller leases, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property (the purchase “Real Property Leases”), (vi) all Contracts that are related to the license, lease or other authorization to use or distribute any Intellectual Property, other than generally commercially available, off the shelf software programs licensed pursuant to shrink-wrap or “click to accept” agreements with a replacement cost and/or annual license fee of materialsless than $5,000, supplies(vii) all Contracts with any Governmental Authority (and to the extent such Contract involves a small business “set aside” or benefits, goodsrights or obligations as a result of status as a “veteran owned” business, servicesthe same shall be described on Schedule 3.12(a)), equipment(viii) all Contracts concerning joint venture or partnership agreements, or the sharing of profits, (ix) all Contracts with respect to the employment of any individual on a full-time, part-time, consulting, or other assets (A) basis or providing for annual payments by such Assignor of $10,000 or moreseverance benefits, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) all Contracts evidencing any agreement with a holder of any Assignor's capital stock; Related Party Transaction, (xi) all Contracts that contain any agreement with any director fixed or officer of any Greenbriar Party; indexed pricing, “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, volume discounts, or rebates, (xii) any other agreement, commitment, arrangement, all Contracts that contain market development funds or plan rebates and (xiii) all Contracts not made in the ordinary course of businessbusiness consistent with past practice or that are otherwise material to the Business. All such agreementsCorrect and complete copies of the Contracts listed on Schedule 3.12(a), arrangementstogether with all modifications and amendments thereto, commitmentshave previously been delivered to Buyer. (b) Except as set forth on Schedule 3.12(b), guarantees Sellers are not in default, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a default by a Seller of, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any Liability under, any Contract and, to the Knowledge of Sellers, no other party is in default, and no event has occurred which with the giving of notice or the passage of time or both would constitute a default by any other instruments are legalparty, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by Seller under, or in any manner release any party thereto from any Liability under, any Contract. Each of the Contracts is in full force and effect and is valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their its terms; all payments required to be made thereunder . Sellers have not been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made notified by any party thereto other than counterparty to any Contract that such Assignor, nor has counterparty is terminating or intends to terminate such Assignor waived any substantial rights thereunderContract.

Contracts. Each Assignor has provided (a) Section 2.20(a) of the Disclosure Schedule (with paragraph references corresponding to Lone Star those set forth below) contains a true and complete list of each of the following Contracts or has given Lone Star access to accurate other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement), to which the Company or any Subsidiary is a party or by which any of their respective Assets and Properties is bound: (A) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or the termination of employment, the name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of the following agreements Company or documents any Subsidiary to which such Assignor is subject and each of which is listed on Schedule 3.1(m): (i) make payments in any lease (whether of real or personal property); year; (ii) all Contracts with any agreement for Person containing any provision or covenant prohibiting or limiting the purchase ability of materials, supplies, goods, services, equipment, the Company or other assets (A) providing for annual payments by such Assignor any Subsidiary to engage in any business activity or compete with any Person or prohibiting or limiting the ability of $10,000 any Person to compete with the Company or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; any Subsidiary; (iii) any all partnership, joint venture, shareholders’ or other similar agreement or arrangement; Contracts with any Person; (iv) all Contracts relating to Indebtedness of the Company or any instruments or documents evidencing the issuance Subsidiary in excess of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; $250,000; (v) any management agreements; all Contracts with distributors, dealers, manufacturer’s representatives, sales agencies or franchisees; (vi) any instruments or documents evidencing or all Contracts relating to Indebtedness, (A) the future disposition or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom acquisition of any Assignor to compete in any line of business Assets and Properties, other than dispositions or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made acquisitions in the ordinary course of business. All business consistent with past practice, and (B) any merger or other business combination; (vii) all Contracts between or among the Company or any Subsidiary, on the one hand, and a Seller or an Affiliate (other than the Company or any Subsidiary) of a Seller, on the other hand; (viii) all collective bargaining or similar labor Contracts; (ix) all Contracts that (A) limit or contain restrictions on the ability of the Company or any Subsidiary to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any Business Combination or (B) require the Company or any Subsidiary to maintain specified financial ratios or levels of net worth or other indicia of financial condition; (x) all other Contracts (other than Benefit Plans, leases listed in Section 2.21 of the Disclosure Schedule and insurance policies listed in Section 2.23 of the Disclosure Schedule) that involve the payment or potential payment, pursuant to the terms of any such agreementsContract, arrangementsby or to the Company or any Subsidiary of more than $500,000 in any twelve (12) month period; (xi) Contracts containing minimum purchase requirements or “take or pay” provisions, commitmentsor otherwise requiring the purchase of all or a specified portion of the goods or services offered for sale by any Person to the Company or any Subsidiary; (xii) Contracts not otherwise listed in Section 2.20 of the Disclosure Schedule and continuing over a period of more than six months from the date hereof and exceeding $500,000 in value; (xiii) Contracts containing a provision to indemnify any Person with respect to, guarantees or to assume, any tax or environmental or product liability; (xiv) Contracts with federal, state, local or foreign regulatory or other governmental entities; (xv) Contracts for any charitable or political contribution; and (xvi) all Aircraft Asset Leases. (b) Each Contract required to be disclosed in Section 2.20(a) of the Disclosure Schedule is in full force and other instruments are effect and constitutes a legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties theretoagreement, enforceable in accordance with their its terms, of each party thereto; all payments required to be made thereunder have been made by and except as disclosed in Section 2.20 of the parties required to do soDisclosure Schedule neither the Company, except any Subsidiary nor, to the extent that Knowledge of Sellers, any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, other party to such Assignor's knowledgeContract is, may or has received notice that it is, in violation or breach of or default under any such Contract (or with notice or lapse of time or both, would be made by in violation or breach of or default under any such Contract) in any material respect. (c) Except as disclosed in Section 2.20(c) of the Disclosure Schedule, the Company is not now or has it ever been a party thereto other than such Assignor, nor has such Assignor waived to any substantial rights thereundercontract with any governmental entity subject to price redetermination or renegotiation.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Schedule 3.12(a) of the AssetCo Disclosure Schedule sets forth a true and complete copies list of all of the following agreements or documents Contracts to which such Assignor any Acquired Company is subject and each of a party or by which is listed on Schedule 3.1(m): any Acquired Company or its properties or other assets are otherwise bound (each, a “Material Contract”): (i) any lease (whether of real or personal property); (ii) any agreement loan agreements, credit agreements, sale-leaseback agreements, security agreements, indentures and other Contracts that provide for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments the borrowing of moneys by such Assignor or extensions of $10,000 or morecredit to any Acquired Company by any other Person, (B) providing for aggregate payments the guaranty by such Assignor any Acquired Company of $25,000 obligations in respect of the borrowings of money by or moreextensions of credit to any other Person, or (C) not terminable on thirty the guaranty by AssetCo or any of its Affiliates (30other than any Acquired Company) days of obligations of any Acquired Company or less notice without penalty; (D) reimbursement agreements relating to guarantees; (ii) commodity, currency or interest rate hedge, exchange or similar agreements; (iii) any partnership, shareholder, joint venture, joint development or limited liability company agreements or other similar agreement agreements setting forth arrangements between the members or arrangement; partners thereto; (iv) any instruments power purchase, sale or documents evidencing the issuance exchange agreements (including sales of any equity securitiescapacity, warrantsenergy, rights ancillary services or options to purchase equity securities of such Assignor; related attributes or renewable energy credits or renewable attributes); (vA) any management electricity interconnection agreements and (B) transmission agreements; ; (vi) any instruments or documents evidencing or relating to Indebtedness(A) engineering, or guarantees of Indebtedness by such Assignorprocurement and construction agreements, (B) equipment supply agreements, (C) warranty agreements and any security interest granted by such Assignor with respect thereto; performance guarantee agreements and (D) operation and maintenance agreements; (vii) any optionlabor agreements, license, franchise, collective bargaining agreements or similar agreement; agreements with any union, works council or similar body; (viii) any agencynon-competition, dealernon-interference, sales representativenon-solicitation, marketing, exclusivity or other similar agreement; (ix) any agreement that limits agreements which restrict the freedom ability of any Assignor Acquired Company to compete engage in any line of business business, acquire any property, develop or distribute any product, provide any service (including geographic restrictions) or to compete with any Person or Person, in any area that would limit the freedom of Assignee market, field or territory; (ix) agreements (other than either Transaction Document) between (I) SunPower or any Affiliate of Assignee after its Affiliates (excluding the Closing Date; Acquired Companies), on the one hand, and (II) any of the Acquired Companies, on the other hand; (x) leases, subleases and any agreement with a holder other material agreements affecting, benefiting, or burdening all or any part of any Assignor's capital stock; the Real Property Interests; (xi) agreements subjecting any agreement with Acquired Company to any director obligation or officer of requirement to provide for or to make any Greenbriar Partyinvestment in, any Person; or and (xii) any other agreement, commitmentother than those set forth in the foregoing clauses (i) through (xi), arrangementwhich expressly provides for future payment to or from, or plan not made Liabilities of, any Acquired Company of at least $1,340,000 over the term of such Contract. (b) Except as set forth on Schedule 3.12(b) of the AssetCo Disclosure Schedule, there is no material default (i) on the part of the Acquired Companies or (ii) to AssetCo’s Knowledge, on the part of any other Person, in each case, under any Material Contract. Each Acquired Company and, to AssetCo’s Knowledge, each other Person, in each case, has complied in all material respects with, and is in compliance in all material respects with, the ordinary course provisions of business. All such agreements, arrangements, commitments, guarantees and other instruments are each Material Contract to which it is a party. (c) Each Material Contract constitutes a legal, valid and binding obligations obligation of such Assignorthe Acquired Company party thereto (and, to AssetCo’s Knowledge, each other Person party thereto), and is in full force and effect and enforceable against the Acquired Company party thereto (and, to such Assignor's knowledgeAssetCo’s Knowledge, of the each other parties Person party thereto, enforceable ) in accordance with their terms; all payments required its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to be or affecting the enforcement of creditors’ rights in general and by general principles of equity). (d) Except as set forth on Schedule 3.12(a) of the AssetCo Disclosure Schedule, AssetCo has made thereunder have been made by the parties required to do so, except available to the extent that any payments are being contested in good faith Contributor true, complete and are listed as such on Schedule 3.1(mcorrect copies of all Material Contracts (including all written amendments, modifications, extensions and renewals thereof and related notices and agreements thereto); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunder.

Contracts. Each Assignor has provided Except as disclosed on Schedule 3.9, with respect to Lone Star or has given Lone Star access to accurate and complete copies of all the conduct of the following agreements Business, the Seller is not bound by or documents a party to: (a) any Contractual Obligation (or group of related Contractual Obligations) other than any Contractual Obligation which by its terms can be terminated upon no longer than 120 days’ written notice without any further Liability to the Seller; (b) any Contractual Obligation with a supplier to the Business; (c) any Contractual Obligation relating to the acquisition or disposition of any Acquired Asset; (d) any material license (whether as licensor or licensee) or similar agreement permitting the use of any Intellectual Property related to or affecting the Business; (e) any Contractual Obligation under which such Assignor is subject and each the Seller is, or may become, obligated to pay any amount in respect of which is listed on Schedule 3.1(m): indemnification obligations, purchase price adjustment or otherwise in connection with any (i) any lease acquisition or disposition of assets or securities (whether other than the sale of real or personal propertyinventory in the Ordinary Course of Business); , (ii) any agreement for the purchase of materialsmerger, supplies, goods, services, equipment, consolidation or other assets (A) providing for annual payments by such Assignor of $10,000 business combination or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, series or other similar agreement group of related transactions or arrangement; events of the type specified in clauses (ivi) and (ii) above. (f) any instruments Contractual Obligation containing non-competition covenants (whether the Seller is subject to or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities beneficiary of such Assignorobligations); or (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viiig) any agency, dealer, distributor, sales representative, marketing, marketing or other similar agreement; (ix) any agreement that limits related to or affecting the freedom Business. The Seller has delivered to the Buyer true, accurate and complete copies of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments each Contractual Obligation required to be made thereunder have been made by the parties required to do sodisclosed on Schedule 3.7 (Intellectual Property), except 3.9 (Contracts), or 3.10 (Affiliate Transactions) (each, a “Disclosed Contract”) that is embodied in a written instrument, in each case, as amended or otherwise modified and in effect. The Seller has delivered to the extent that any payments are being contested in good faith Buyer a written summary setting forth the terms and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderconditions of each oral Disclosed Contract.

Contracts. Each Assignor has provided (a) Except as set forth in Schedule 3.11(a) and except for Contracts relating to Lone Star Excluded Assets, Seller is not a party to or has given Lone Star access to accurate bound by any Contract that is used and complete copies of all held for use solely in, or that arises solely out of, the operation or conduct of the following agreements or documents to which such Assignor is subject Business (in each case other than (x) this Agreement and the Ancillary Agreements and (y) Contracts entered into after the date of this Agreement in accordance with Section 5.01), in each of which is listed on Schedule 3.1(m): case that is: (i) any lease (whether a Contract involving aggregate consideration in excess of real $500,000 and which, in each case, cannot be cancelled without penalty or personal property); without more than 60 days' notice (ii) A written employment or independent consultant Contract that has an aggregate future liability in excess of $200,000 and is not terminable by Seller by notice of not more than 60 days for a cost of less than $200,000, or an employee collective bargaining agreement or other Contract with any agreement labor union; (iii) a covenant not to compete or restricting the development, marketing or distribution of the products of the Business that materially limits the conduct of the Business; (iv) (A) a continuing Contract for the future purchase of materials, supplies, goods, services, equipment, raw materials, packaging or commodities (other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to than purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, Contracts and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made orders in the ordinary course of business. All ), (B) a management, brokerage, franchise, agency service, consulting or other similar Contract (other than Contracts for services in the ordinary course of business, including transportation and warehousing Contracts) or (C) an advertising Contract, in any such case which has an aggregate future liability to any person (other than Seller) in excess of $200,000 and is not terminable by Seller by notice of not more than 90 days for a cost of less than $200,000; (v) a Contract under which Seller has borrowed any money from, or issued any note, bond, debenture or other evidence of indebtedness to, any person (other than Seller) or any other note, bond, debenture or other evidence of indebtedness of Seller (other than in favor of Seller) in any such case which, individually, is in excess of $200,000; (vi) a Contract (including any so-called take-or-pay or keep well agreement) under which (A) any person (other than Seller) has directly or indirectly guaranteed indebtedness, liabilities or obligations of Seller or (B) Seller has directly or indirectly guaranteed indebtedness, liabilities or obligations of any person, other than Seller (in each case other than endorsements for the purpose of collection in the ordinary course of business), in any such case which, individually, is in excess of $200,000; (vii) a material Contract granting a Lien upon any Owned Property or Leased Property; (viii) a Contract with (A) Seller or any of its affiliates or (B) any officer or director of Seller (in each case other than Contracts that shall be terminated as of the Closing); (ix) a lease, sublease or similar Contract with any person (other than Seller) under which Seller is a lessor or sublessor of, or makes available for use to any person (other than Seller), (A) any Owned Property, (B) any Leased Property or (C) any portion of any premises otherwise occupied by Seller that, in either case, specifies annual payments in excess of $200,000; (x) a lease or similar Contract with any person (other than Seller) under which Seller is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any person which lease or similar Contract has an aggregate future liability in excess of $200,000 and is not terminable by Seller, by notice of not more than 90 days for a cost of less than $200,000; (xi) any Contract with any person (other than Seller) involving a partnership, or joint venture; (xii) any Contract with any person (other than Seller) providing for indemnification of any person with respect to liabilities relating to the Business, other than the constitutive documents of Seller and any of its subsidiaries, and marketing agreements, arrangements, commitments, guarantees property leases and other instruments are legal, valid and binding obligations commercial agreements entered into in the ordinary course of such Assignor, and business; (xiii) any Contract that requires Seller to such Assignor's knowledge, use any supplier or third party for all or substantially all of the Seller’s requirements or needs or requires Seller to provide to other parties thereto“most favored nation” pricing; or (xiv) any other Contract that has an aggregate future liability to any person (other than Seller) in excess of $200,000 and is not terminable by Seller by notice of not more than 180 days for a cost of less than $200,000 (other than (i) purchase orders or sales orders entered into in the ordinary course of business after the date of this Agreement and not in violation of this Agreement and (ii) Contracts required to be listed in Schedule 3.07(a), Schedule 3.07(b) or Schedule 3.08). (b) Except as set forth in Schedule 3.11(b), all Transferred Contracts required to be listed in Schedule 3.11 (a) (such Contracts, the “Business Contracts”) are valid, binding and in full force and effect and are enforceable as to Seller and, to the knowledge of Seller, all other parties thereto in accordance with their terms; , except for such failure to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect and, subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Except as set forth in Schedule 3.11(b), Seller has performed all payments material obligations required to be made performed by it to date under the Business Contracts, and Seller is not in breach or default thereunder and, to the knowledge of Seller, no other party to any Business Contract as of the date of this Agreement is in breach or default of any material obligation thereunder, except for such noncompliance, breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Business Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or Business or the loss of any benefit thereunder. Complete and correct copies of each Business Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made by the parties required available to do so, except to the extent that Purchaser. There are no material disputes pending or threatened under any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderBusiness Contract.

Contracts. Each Assignor (a) Section 3.17(a) of the Company Disclosure Schedule lists, and the Company has provided made available to Lone Star or has given Lone Star access to accurate Parent correct and complete copies of all of of, the following agreements or documents Contracts to which such Assignor an Acquired Company is a party or subject and each of or by which an Acquired Company is listed on Schedule 3.1(m): bound (each, a “Material Contract”): (i) each material Contract, letter of intent or other understanding regarding the acquisition or disposition of a Person or business, whether in the form of an asset purchase, share purchase, merger, consolidation or otherwise entered into since December 31, 2003, or under which one or more of the parties has executory indemnification, earn-out, non-competition or other material Liabilities; (ii) each Contract that prohibits or limits to any lease extent an Acquired Company’s right to (whether 1) participate or compete in a line of real business, market or personal propertygeographic area or otherwise freely engage in business anywhere in the world or (2) solicit or engage the services of any Person; (iii) each Contract regarding the incurrence of indebtedness for borrowed money or any guaranty of such indebtedness (which, for the avoidance of doubt, does not include Contracts evidencing trade payables); (iv) each Contract regarding the Material IP; (v) each Contract or group of related Contracts involving payments by or to an Acquired Company, in excess of $100,000 per year, other than Contracts subject to termination without penalty on not more than 90 days notice; (vi) each Contract that contains “most favored customer” or “most favored nation” pricing provisions; (vii) each Contract that grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person with respect to any Company Real Property, Material IP, material tangible assets or business; (viii) each Contract with a distributor, reseller, dealer, manufacturer’s representative, sales agent or other such Person involving payments by or to an Acquired Company, in excess of $100,000 per year, other than Contracts subject to termination without penalty on not more than 90 days notice; (ix) each Contract relating to a partnership or joint venture; and (x) each Contract not described above that is a material Contract within the meaning of 601(b)(10) of Regulation S-K promulgated under the Securities Act. (b) The Company has made available to Parent a correct and complete copy of each Material Contract. Except as set forth in Section 3.17(b) of the Company Disclosure Schedule, (i) each Material Contract is valid and binding on the applicable Acquired Company and, to the Company’s knowledge, each other party thereto and is in full force and effect; (ii) and, subject to receipt of the Consents listed in Section 3.3(e) of the Company Disclosure Schedule, no condition exists and no event has occurred that has resulted or would reasonably be expected to result in a material Breach of a Material Contract by an Acquired Company or, to the Company’s knowledge, by any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penaltyparty thereto; and (iii) no party to a Material Contract has by a written communication to an Acquired Company purported to terminate or requested any partnership, joint venture, material modification or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities waiver of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of businessContract. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, None of the other parties thereto, enforceable matters set forth in accordance with their terms; all payments required Section 3.17(b) of the Company Disclosure Schedule have had or would reasonably be expected to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereundera Company Material Adverse Effect.

Contracts. Each Assignor (a) Part 3.12(a) of the FlowWise Disclosure Statement identifies each material agreement (including, without limitation, each employment agreement and each material license agreement, development agreement, manufacturing agreement and distribution agreement) to which FlowWise is a party ("Material Contract"). Except as set forth in Part 3.12(a) of the FlowWise Disclosure Statement, (i) FlowWise has provided no agreements, contracts or commitments that call for prospective fixed and/or contingent payments or expenditures by or to Lone Star FlowWise of more than Fifteen Thousand Dollars ($15,000); (ii) FlowWise has no purchase agreement, contract or commitment that calls for fixed and/or contingent payments by FlowWise that are in excess of the normal, ordinary and usual requirements of the business of FlowWise; (iii) There is no outstanding sales contract, commitment or proposal (including, without limitation, development projects) of FlowWise that FlowWise currently expects to result either individually or in the aggregate in any material loss to FlowWise on a consolidated basis upon completion or performance thereof; (iv) FlowWise has given Lone Star access no outstanding agreements, contracts or commitments with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by it on notice of not longer than ninety (90) days and without Liability, penalty or premium exceeding Ten Thousand Dollars ($10,000) in any single instance or Twenty Thousand Dollars ($20,000) in the aggregate; (v) FlowWise has no currently effective collective bargaining or union agreements, contracts or commitments; (vi) FlowWise is not restricted by agreement from competing with any person or from carrying on its business anywhere in the world; (vii) FlowWise is under no Liability or obligation, and no such outstanding claim has been made, with respect to the return to FlowWise of inventory or merchandise in the possession of wholesalers, distributors, retailers, or other customers, except such Liabilities, obligations and claims as, in the aggregate, do not exceed the reserves therefor set forth in the FlowWise Financial Statements; (viii) FlowWise has no outstanding loan or advance to any Person; nor is it party to any line of credit, standby financing, revolving credit or other similar financing arrangement of any sort which would permit the borrowing by FlowWise of any sum not reflected in the FlowWise Financial Statements; and (ix) All material contracts, agreements and instruments to which FlowWise is a party are valid, binding, in full force and effect, and enforceable by FlowWise in accordance with their respective terms, subject to (i) laws of general application relating to public policy, bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. No such contract, agreement or instrument contains any liquidated damages, penalty or similar provision. To FlowWise's knowledge, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or instrument. (b) Part 3.12(b) of the FlowWise Disclosure Statement describes all agreements pursuant to which FlowWise has agreed to manufacture for or supply to any third party any FlowWise Products or components thereto requiring, or expected to require, payments of Ten Thousand Dollars ($10,000) or more over the life of any such agreement. Part 3.12(b) of the FlowWise Disclosure Statement also lists each vendor which is the sole source for any product or component included in any FlowWise Products which FlowWise believes is not readily available from other sources. (c) FlowWise has delivered to NET accurate and complete copies of all Material Contracts, including all amendments thereto. FlowWise has not entered into any material oral contracts. (d) Except as set forth in Part 3.12(d) of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): FlowWise Disclosure Statement: (i) FlowWise has not violated or breached, or committed any lease (whether of real default under, any Material Contract, and, to FlowWise's knowledge, no other Person has violated or personal property)breached, or committed any default under, any Material Contract except as in any such case where such default would not have a Material Adverse Effect; and (ii) any agreement for the purchase to FlowWise's knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of materials, supplies, goods, services, equipmenttime) will, or other assets could reasonably be expected to, (A) providing for annual payments by such Assignor result in a violation or breach of $10,000 or moreany of the provisions of any Material Contract, (B) providing for aggregate payments by such Assignor of $25,000 give any Person the right to declare default or moreexercise any remedy under any Material Contract, or (C) not terminable on thirty (30) days give any Person the right to accelerate the maturity or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance performance of any equity securitiesMaterial Contract or (D) give any Person the right to cancel, warrantsterminate or modify any Material Contract. (e) Except as set forth in Part 3.12(e) of the FlowWise Disclosure Statement, rights none of the Material Contracts contains any provision which would require the consent of third parties to the Merger or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete which would be altered in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with material respect as a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, result of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderMerger.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of (a) Disclosure Schedule Section 3.05(a) sets forth all of the following agreements or documents Contracts (other than Contracts which are Excluded Assets) to which such Assignor Seller is subject and each a party related to the Business as of which is listed on Schedule 3.1(m): the date hereof: (i) any lease (whether Contract for the sale of real broadcast time for advertising or personal property); other purposes for cash that was not made in the ordinary course of business consistent with past practices; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; Contract relating to Program Rights; (iii) any partnership, joint venture, Contract involving the purchase or other similar agreement or arrangement; sale of Real Property; (iv) any instruments Contract relating to the acquisition or documents evidencing the issuance disposition of any equity securitiesmaterial portion of the Business (whether by merger, warrantssale of stock, rights sale of assets or options to purchase equity securities of such Assignor; otherwise); (v) any management agreements; Contract involving construction, architecture, engineering or other agreements relating to uncompleted construction projects, in each case that involve payments in excess of $100,000; (vi) any instruments mortgage, pledge or documents evidencing security agreement, deed of trust or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and other instrument granting a Lien (other than Permitted Liens) upon any security interest granted by such Assignor with respect thereto; Purchased Asset; (vii) any optionContract involving a partnership, license, franchise, joint venture or similar agreement; agreement with another party; (viii) any agencyContract involving compensation to any employee, dealer, sales representative, marketingindependent contractor, or other similar agreement; consultant in excess of $50,000; (ix) any Contract involving any labor agreement or collective bargaining agreement of Seller; (x) any Contract that limits contains a covenant restricting the freedom ability of any Assignor Seller to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; geographic area; (xi) any agreement Contract with any director Affiliate of Seller (other than among members of Sellers and other than employment or officer of any Greenbriar Party; or compensation-related Contracts); (xii) any other Contract that is a local marketing agreement, commitment, arrangement, joint sales agreement or plan not made similar agreement; (xiii) any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on Seller; (xiv) any Contract pursuant to which any Indebtedness for borrowed money of Seller is outstanding or may be incurred or pursuant to which Seller has guaranteed any Indebtedness for borrowed money of any other Person (other than a member of Seller and excluding trade payables arising in the ordinary course of business. All ); (xv) any Contract relating to the non-broadcast use of the Station’s digital bit stream; and (xvi) all other Contracts (including all programming contracts) that (A) involve the payment or potential payment, pursuant to the terms of any such agreementsContract, arrangementsby or to Seller of more than $100,000 annually and (B) cannot be terminated within one hundred and eighty (180) days after giving notice of termination without resulting in any material cost or penalty to Seller. (b) No Seller and, commitmentsto the Knowledge of Seller, guarantees no other party, is in material breach or default under any material Assumed Contract. (c) Each material Assumed Contract is in full force and other instruments are effect and constitutes a legal, valid and binding obligations obligation of such AssignorSeller and, and to such Assignor's knowledgethe Knowledge of Seller, of the each other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, party thereto (except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, the enforceability thereof may be made limited by any party thereto applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other than such Assignor, nor has such Assignor waived any substantial Laws from time to time in effect relating to creditors’ rights thereunderand remedies generally and general principles of equity).

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Section 4.11(a) of the Disclosure Letter sets forth a correct and complete copies of all list of the following agreements or documents Contracts to which such Assignor any Acquired Company is subject a party and each of which is listed on Schedule 3.1(m): specifically excluding the Franchise Agreements (each, a “Material Contract”): (i) any lease (whether of real or personal property); (ii) any agreement Contracts for the purchase of materials, supplies, goods, services, equipment, services or products (other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to than purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made orders entered into in the ordinary course of business. All ) providing for either (A) annual payments by any Acquired Company of more than $100,000; or (B) anticipated annual receipts by any Acquired Company of more than $100,000; (ii) leases relating to any Real Property; (iii) leases of any personal property with annual payments or receipts in excess of $100,000 per year; (iv) Contracts granting to any Person an option or a right of first refusal, first-offer or similar preferential right to purchase or acquire any assets of any Acquired Company; (v) Contracts evidencing partnerships, strategic alliances or joint ventures and all other Contracts providing for the sharing of any profits or expenses (other than Contracts providing for payment or receipt of royalties); (vi) Contracts involving the payment or receipt by any Acquired Company of royalties in excess of $100,000 per year; (vii) Contracts providing for the purchase of all of the requirements for a particular product or service, “take or pay” or similar provisions with payments or receipts in excess of $100,000 per year; (viii) Contracts with any Governmental Entity; (ix) Contracts involving an amount in excess of $100,000 per year that provide any customer of any Acquired Company with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of any Acquired Company, including any agreement containing “most favored nation” or similar provisions, or Contracts that obligate any Acquired Company to conduct business on an exclusive basis that are not terminable without penalty on no more than 30 days’ notice; (x) Contracts that restrict or purport to restrict, the ability of any Acquired Company or any of its Affiliates to (A) compete with any Person in a product line or any line of business, (B) operate in any geographic area, (C) engage in any line of business, or (D) solicit for employment, hire or employ any Person; (xi) any stock purchase agreement, asset purchase agreement, merger agreement or other acquisition or divestiture agreement to which any Acquired Company is a party or is otherwise bound and entered into by any Acquired Company during the past five (5) years, or any such agreementsagreement that contains any indemnification provision or obligation that is currently in effect (each, an “Acquisition Agreement”); (xii) Contracts with any Person to provide marketing or advertising of any Acquired Company’s services or Products involving amounts in excess of $100,000 per year; (xiii) any Contracts between any Acquired Company and any current or former employee, officer, manager, director or equityholder (or group of equityholders) of any Acquired Company with any provision or obligation that is currently in effect; (xiv) all Licenses-In and Licenses-Out in excess of $100,000 per year; (xv) Contracts relating to interest rate, currency or exchange obligations, swaps, ▇▇▇▇▇▇ or similar agreements or arrangements, commitments, guarantees ; and (xvi) all other Contracts of any Acquired Company material to the Business. (b) Each Material Contract is in full force and other instruments are effect and is a legal, valid and binding obligations obligation of such Assignor, and to such Assignor's knowledge, of the other parties thereto, each Acquired Company which is a party thereto enforceable in accordance with their terms; all payments required its respective terms with respect to such Acquired Company (and will continue to be made thereunder in full force and effect following the consummation of the Transactions) and, to the Knowledge of Sellers, each other party to such Material Contract (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and to general principles of equity, whether considered in a Proceeding at Law or in equity), and there is no default or breach by any Acquired Company under any Material Contract (or event or condition that, with or without notice or lapse of time or both, could constitute a default or breach) and, to the Knowledge of Sellers, there is no such default or breach (or event or condition that, with or without notice or lapse of time or both, could constitute a default or breach) with respect to any other party to any Material Contract. To the Knowledge of Sellers, there has not been any notice or threat to terminate any Material Contract. No event has occurred which (with or without notice or lapse of time or both) constitutes a breach or default of, or permits termination, modification or acceleration of payment under, any Material Contract. Correct and complete copies of (i) each Material Contract, (ii) all material correspondence related to the Leased Real Property, and (iii) all Licenses, all environmental assessment reports (such as Phase I and Phase II reports) and any other environmental studies in the possession or control of any Seller Party or Company Entity relating to the Real Property, have been made by the parties required available to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderBuyer.

Contracts. Each Assignor has provided (a) Schedule 3.17(a) of the Company Disclosure Schedule contains a true and complete list of each of the following Contracts, except Government Contracts, to Lone Star which the Company is a party or has given Lone Star access to accurate by which any of its Assets and Properties are bound (true, correct and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been made available to Purchaser prior to the following agreements or documents to which such Assignor is subject and each execution of which is listed on Schedule 3.1(m): this Agreement): (i) Contracts with any lease (whether current or former officer, Manager, member, Affiliate, employee, consultant, or agent of real or personal property); the Company currently in effect; (ii) Contracts with any agreement labor union or association representing any employee; (iii) Contracts for the purchase or sale of materials, supplies, goods, services, equipment, merchandise or other assets (A) providing for annual payments services that contain an escalation, renegotiation or redetermination clause and require payment by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or morethe Company in excess of, or a series of payments which in the aggregate exceed, Ten Thousand Dollars (C$10,000); (iv) Contracts for the sale of any of the Company’s Assets or Properties other than in the ordinary course of business consistent with past practice, or for the grant to any Person of any preferential rights to purchase any of its Assets or Properties that require payment to the Company in excess of, or a series of payments which in the aggregate exceed, Ten Thousand Dollars ($10,000); (v) Contracts that cannot terminable on thirty be canceled by the Company with less than ninety (3090) days or less days’ notice without penalty; incurring Liability, premium or penalty in excess of, or a series of payments which in the aggregate exceed, Ten Thousand Dollars (iii$10,000); (vi) joint venture agreements; (vii) Contracts under which the Company agrees to indemnify any partnershipparty or share Tax Liability of any party that are not subject to a cap on the amount of indemnification or sharing of Tax Liability; (viii) Contracts with customers or suppliers for the sharing of fees, joint venture, the rebating of charges or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; arrangements; (ix) any agreement that limits Contracts containing covenants of the freedom of any Assignor Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with the Company in any line of business or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; geographical area; (x) any agreement with a holder Contracts relating to the acquisition by the Company of any Assignor's capital stock; operating business, substantially all of the assets of or the equity interests of any other Person; (xi) Contracts for the payment of fees or other consideration to any agreement with officer, Manager or Affiliate of the Company or to any director or officer other entity in which any of any Greenbriar Party; or the foregoing has an interest; (xii) Contracts relating to the borrowing of money in excess of Ten Thousand Dollars ($10,000); and (xiii) Contracts with any other agreementSeller, commitmenttheir Affiliates or any entity in which any Seller or their Affiliates, arrangement, individually or plan not made in the ordinary course aggregate, own a controlling interest (other than the Company) or in which any Seller is a director, Manager, officer or employee thereof. (b) Each Contract to which the Company is a party or by which any of business. All such agreementsits Assets and Properties are bound, arrangementsincluding without limitation each Contract required to be disclosed in Schedule 3.17(a) of the Company Disclosure Schedule, commitments, guarantees is in full force and other instruments are effect and constitutes a legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties theretoagreement, enforceable in all material respects in accordance with their its terms; all payments required to be made thereunder have been made by the parties required to do so, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the extent that enforcement of creditors’ rights generally and by general principles of equity. Except as disclosed in Schedule 3.17(b) of the Company Disclosure Schedule, there is no event of default or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach or event of default under any payments are being contested in good faith and are listed as such Contract on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, the part of the Company or, to such Assignor's knowledgethe knowledge of the Company or the Sellers, may be made any other party thereto. (c) Except as disclosed in Schedule 3.17(c) of the Company Disclosure Schedule, the Company is not a party to or bound by any Contract that automatically terminates or allows termination by the other party thereto upon consummation of the transactions contemplated by this Agreement. At and after the Closing, the Company shall have and be entitled to exercise all of its rights under each Contract to which the Company is a party or by which any of its Assets and Properties are bound, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred. (d) Schedule 3.17(d) of the Company Disclosure Schedule lists the ten (10) largest customers of the Company on the basis of revenues collected or accrued for the fiscal year ended December 31, 2006. Schedule 3.17(d) of the Company Disclosure Schedule lists the twenty (20) largest suppliers of the Company on the basis of cost of goods or services purchased or accrued for the fiscal year ended December 31, 2006. Except as disclosed in Schedule 3.17(d) of the Company Disclosure Schedule, no such Assignorcustomer or supplier has ceased or materially reduced its purchases from or sales or provision of services to the Company since December 31, nor 2006 or, to the knowledge of the Company or the Sellers, has threatened to cease or materially reduce such Assignor waived any substantial rights thereunderpurchases or sales or provision of services after the Closing. Except as disclosed in Schedule 3.17(d) of the Company Disclosure Schedule, to the knowledge of the Company or the Sellers, none of the customers or suppliers set forth on Schedule 3.17(d) of the Company Disclosure Schedule is threatened with bankruptcy or insolvency.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to accurate (a) Schedule 4.13(a) of the FS Disclosure Schedule sets forth a true and complete copies list of all of the following agreements or documents Contracts to which such Assignor any FS Contributed Company is subject and each of a party or by which is listed on Schedule 3.1(m): any FS Contributed Company or its properties or other assets are otherwise bound (each, an “FS Material Contract”): (i) any lease (whether of real or personal property); (ii) any agreement loan agreements, credit agreements, sale-leaseback agreements, security agreements, indentures and other Contracts that provide for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments the borrowing of moneys by such Assignor or extensions of $10,000 or morecredit to any FS Contributed Company by any other Person, (B) providing for aggregate payments the guaranty by such Assignor any FS Contributed Company of $25,000 obligations in respect of the borrowings of money by or moreextensions of credit to any other Person, or (C) not terminable on thirty the guaranty by First Solar or any of its Affiliates (30other than any FS Contributed Company) days of obligations of any FS Contributed Company or less notice without penalty; (D) reimbursement agreements relating to guarantees; (ii) commodity, currency or interest rate hedge, exchange or similar agreements; (iii) any partnership, shareholder, joint venture, joint development or limited liability company agreements or other similar agreement agreements setting forth arrangements between the members or arrangement; partners thereto; (iv) any instruments power purchase, sale or documents evidencing the issuance exchange agreements (including sales of any equity securitiescapacity, warrantsenergy, rights ancillary services or options to purchase equity securities of such Assignor; related attributes or renewable energy credits or renewable attributes); (vA) any management electricity interconnection agreements and (B) transmission agreements; ; (vi) any instruments or documents evidencing or relating to Indebtedness(A) engineering, or guarantees of Indebtedness by such Assignorprocurement and construction agreements, (B) equipment supply agreements, (C) warranty agreements and any security interest granted by such Assignor with respect thereto; performance guarantee agreements and (D) operation and maintenance agreements; (vii) any optionlabor agreements, license, franchise, collective bargaining agreements or similar agreement; agreements with any union, works council or similar body; (viii) any agencynon-competition, dealernon-interference, sales representativenon-solicitation, marketing, exclusivity or other similar agreement; (ix) any agreement that limits agreements which restrict the freedom ability of any Assignor FS Contributed Company to compete engage in any line of business business, acquire any property, develop or distribute any product, provide any service (including geographic restrictions) or to compete with any Person or Person, in any area that would limit the freedom of Assignee market, field or territory; (ix) agreements (other than any Transaction Document) between (I) First Solar or any Affiliate of Assignee after its Affiliates (excluding the Closing Date; FS Contributed Companies), on the one hand, and (II) any of the FS Contributed Companies, on the other hand; (x) leases, subleases, licenses, access agreements, occupancy agreements, franchise agreements, agreements for payments in lieu of taxes, and any agreement with a holder other material agreements affecting, benefiting, or burdening all or any part of the FS Real Property Interests or any Assignor's capital stock; FS Project; (xi) any lease agreement with any director in respect of one or officer of any Greenbriar Party; or more Residential Systems; (xii) agreements giving any FS Contributed Company the right to acquire directly or indirectly any ownership interest in, or subjecting such FS Contributed Company to any obligation or requirement to provide for or to make any investment in, any Person; and (xiii) any agreement, other than those set forth in the foregoing clauses (i) through (xii), which expressly provides for future payment to or from, or Liabilities of, any FS Contributed Company of at least $1,000,000 over the term of such Contract. (b) Except as set forth on Schedule 4.13(b) of the FS Disclosure Schedule and for such other defaults as would not, individually or in the aggregate, reasonably be expected to have an FS Material Adverse Effect, there is no default (i) on the part of any FS Contributed Company or (ii) to First Solar’s Knowledge, on the part of any other agreementPerson, commitmentin each case, arrangementunder any FS Material Contract. Each FS Contributed Company and, to the Knowledge of First Solar, each other Person, in each case, has complied with and is in compliance with the provisions of each FS Material Contract to which it is a party, except for such noncompliance as would not, individually or plan not made in the ordinary course of business. All such agreementsaggregate, arrangements, commitments, guarantees and other instruments are reasonably be expected to have an FS Material Adverse Effect. (c) Each FS Material Contract constitutes a legal, valid and binding obligations obligation of such Assignorthe FS Contributed Company party thereto (and, to First Solar’s Knowledge, each other Person party thereto), and is in full force and effect and enforceable against the FS Contributed Company party thereto (and, to such Assignor's knowledgeFirst Solar’s Knowledge, of the each other parties Person party thereto, enforceable ) in accordance with their terms; all payments required its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity), in each case, unless the failure to be made thereunder so would not, individually or in the aggregate, reasonably be expected to have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed an FS Material Adverse Effect. (d) Except as such set forth on Schedule 3.1(m4.13(a) of the FS Disclosure Schedule, First Solar has made available to SunPower true, complete and correct copies of all FS Material Contracts (including all written amendments, modifications, extensions and renewals thereof and related notices and agreements thereto); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunder.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to Schedule 4.17 hereto contains a complete and accurate and complete copies list of all Contracts related exclusively to the Business of the following agreements or documents types described below to which such Assignor Seller is subject and each currently a party or with respect to which Seller is otherwise bound, other than Contracts relating to the Benefit Plans (“Material Contracts” and, in the case of which is listed on Schedule 3.1(m): (i) any lease (whether of real or personal propertythose Material Contracts referred to in Sections 4.17(a); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignorc), and (f)-(g), “Acquired Material Contracts”): (a) Contracts with any security interest granted by such Assignor customer or supplier (including those related to supply of logs and other raw materials) all engineering service contracts, and contracts with respect thereto; (vii) any optionagent, licenseadvertiser, franchiseconsultant, or similar agreement; (viii) any agency, dealeradvisor, sales representative, marketingdistributor, sales agent or dealer involving an exchange of consideration with an aggregate value greater than CAD$100,000; (b) Contracts including covenants not to compete or similar restrictions on the Business; (c) Contracts with any Governmental Entity; Table of Contents (d) agreements, Contracts or other instruments under which Seller has borrowed any money from, or issued any note, bond, debenture or other similar agreement; (ix) any agreement that limits the freedom evidence of any Assignor to compete in any line of business or with indebtedness to, any Person or any other note, bond, debenture or other evidence of indebtedness issued to any Person; (e) pledges, security agreements, financing statements or other documents granting a Lien on any of the Acquired Assets (other than Permitted Liens); (f) Contracts under which Seller is lessee of, or holds or operates, any machinery, equipment, vehicle or other tangible personal property owned by a third party and used in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; Business; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xiig) any other agreementContract, commitment, arrangement, whether or plan not made in the ordinary course of business, which is material to the Business or the termination of which has had or may have a Seller Material Adverse Effect. All such agreementsNeither Seller nor, arrangementsto Seller’s knowledge, commitments, guarantees any other party is (with or without the lapse of time or the giving of notice or both) in default in any respect under any Acquired Material Contract. Seller has made available to Buyer true and other instruments are complete copies of all Acquired Material Contracts. Each Acquired Material Contract is in full force and effect and constitutes a legal, valid and binding obligations obligation of such AssignorSeller, and and, to such Assignor's Seller’s knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, its terms except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made limited by bankruptcy or other laws affecting creditors’ rights and by equitable principles. Seller has not received any notice (written or oral) of the intention of any party thereto other than such Assignor, nor has such Assignor waived to terminate or fail to renew any substantial rights thereunderAcquired Material Contract.

Contracts. Each Assignor (a) Seller has provided made available to Lone Star or has given Lone Star access to accurate and complete Buyer copies of all written Material Contracts (as defined below) and accurate written descriptions of all material terms of all oral Material Contracts. Schedules 3.17(a)(i) through (xiii) set forth a complete and accurate list of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): following: (i) all Contracts which contain non-competition or exclusivity covenants or which otherwise restrict the Transferred Subsidiaries or their Affiliates in the conduct of the Business or any lease (whether of real or personal property); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment, or other assets (A) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete business in any line of business or geographic area; (ii) all Contracts which require annual payments to a Business Designated Employee of base compensation in excess of (euro)150,000; (iii) all Contracts with a duration of one year or more to the extent such Contracts are not the subject of any Person other clause of this Section 3.17(a); (iv) all capitalized leases; (v) all Contracts requiring the payment by the counterparties thereto for goods or in services whether or not the goods or services are actually provided or the provision of goods or services by Seller or any area of its Affiliates at a price less than Seller's or its Affiliates' cost of producing such goods or providing such services; (vi) all Contracts providing for any loan or advance to, or investment in, any Person; (vii) all Contracts that would limit the freedom of Assignee require Buyer or any Affiliate of Assignee after its Affiliates or any of their respective successors or assigns to provide for indemnification or contribution with respect to any matter; (viii) all Contracts containing preferential rights to purchase all or any portion of the Business which rights have not, or by the Closing Date; will not have been, terminated or expired; (ix) all Contracts relating to swaps, futures, derivative or similar transactions; (x) any agreement with a holder of any Assignor's capital stock; all joint venture, partnership or similar Contracts; (xi) any agreement with any director all Contracts for the acquisition or officer disposition of any Greenbriar Party; business or businesses which acquisition or disposition has not been completed as of the date hereof; (xii) all Contracts pursuant to which a Government Entity is providing Tax abatements or other similar economic incentives; and (xiii) all Contracts to which any other agreementGovernment Entity is a party. The Contracts described in sections (i)-(xii) hereof are collectively, commitmentthe "MATERIAL CONTRACTS"). (b) Each Material Contract and each Contract required to be listed on Schedule 3.14(a)(iii), arrangement(iv), (v) or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, (vi) is a valid and binding obligations agreement of such AssignorSeller or one or more of its Affiliates, as the case may be, and is in full force and effect and, to such Assignor's knowledgethe Knowledge of Seller, of the other parties thereto, is enforceable against each party thereto in accordance with their terms; all payments the express terms thereof. There does not exist under any Material Contract or any Contract required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m3.14(a)(iii); and no defenses, offsets (iv), (v) or counterclaims thereto have been asserted in writing(vi) any violation, breach or event of default, or alleged violation, breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of Seller or any of its Affiliates or, to such Assignor's knowledgethe Knowledge of Seller, may be made by any other party thereto other than such Assignorthereto, nor has such Assignor waived any substantial rights thereunderexcept as described in Schedule 3.17(b).

Contracts. Each Assignor has provided (a) Except as set forth in Schedule 4.16, the --------- ------------- Company and its Subsidiaries are not parties to Lone Star or has given Lone Star access to accurate and complete copies of all of the following agreements or documents to which such Assignor is subject and each of which is listed on Schedule 3.1(m): bound by: (i) any lease (whether contract for the purchase or sale of real goods or personal property); services which involved the payment of more than $500,000 in 1998, which the Company reasonably anticipates will involve the payment of more than $500,000 in 1999 or which extends beyond December 31, 1999; (ii) any agreement for the purchase of materialsconsignment, suppliesdistributor, goodsdealer, servicesmanufacturers representative, equipmentsales agency, advertising representative or other assets (A) providing for annual payments by such Assignor of $10,000 advertising or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; public relations contract; (iii) any partnershipguarantee of the obligations of customers, joint venturesuppliers, officers, directors, employees, Affiliates or others; (iv) any agreement which provides for, or relates to, the incurrence by the Company and its Subsidiaries of debt for borrowed money (including, without limitation, any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreement or arrangement; (iv) any instruments or documents evidencing agreements for the issuance purpose of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; managing the interest rate and/or foreign exchange risk associated with its financing); (v) any management agreementsagreement containing competitive restraints on the ability of the Company or its Subsidiaries to purchase supplies or to sell any products; or (vi) any instruments other contract, agreement or documents evidencing or relating commitment which is material to Indebtednessthe Company and its Subsidiaries taken as a whole. (b) Except as set forth in Schedule 4.16, each of the leases, ------------- contracts and other agreements listed in Schedules 4.10(B), 4.11(B), 4.12, ----------------- ------- ---- 4.14(A), 4.14(B) and 4.16 (collectively, the "Company Agreements") is in full ------- ------- ---- ------------------ force and effect. The Company and its Subsidiaries have fulfilled and performed their obligations under each of the Company Agreements in all material respects, and neither the Company nor any Subsidiary is in, or guarantees alleged to be in, breach or default in any material respect under, nor is there or is there alleged to be any basis for termination of, any of Indebtedness by such Assignorthe Company Agreements and, to the Knowledge of the Seller, no other party to any of the Company Agreements has breached or defaulted in any material respect thereunder, and any security interest granted by no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such Assignor with respect thereto; (vii) any option, license, franchise, a default or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made breach by the parties required to do soCompany, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, Subsidiary or, to such Assignor's knowledgethe Knowledge of the Seller, may be made by any party thereto such other than such Assignorparty. The Company and its Subsidiaries are not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been made available to the Buyer by the Seller. A correct and complete copy of the Settlement Agreement dated February 12, nor 1999 between the Company and ▇▇▇▇▇▇ St. Pierre has such Assignor waived any substantial rights thereunderheretofore been delivered to the Buyer by the Seller.

Contracts. Each Assignor has provided to Lone Star Except for contracts, commitments, plans, agreements and --------- licenses listed in Schedule 2.15 or has given Lone Star access to accurate on any other Schedule hereto (true and ------------- complete copies of all which have been delivered or made available to Buyer or its counsel), neither the Company nor any of its Subsidiaries is a party to or subject to: (a) any plan or contract providing for bonuses, pensions, options, stock purchases, deferred compensation, retirement payments, profit sharing, collective bargaining or the following agreements like, or documents to which such Assignor is subject and each of any contract or agreement with any labor union; (b) any employment contract, consulting agreement or similar agreement for services which is listed on Schedule 3.1(m): not terminable within 30 days by the Company or a Subsidiary without liability for any penalty or severance payment; (ic) any lease (whether of real contract or personal property); (ii) any agreement for the purchase of materialsany commodity, supplies, goods, services, equipment, material or equipment except purchase orders in the ordinary course; (d) any other assets contracts or agreements creating any obligations of the Company or any of its Subsidiaries of $100,000 or more with respect to any such contract or agreement not specifically disclosed elsewhere under this Agreement; (Ae) any contract or agreement providing for annual payments the purchase of all or substantially all of its requirements of a particular product from a supplier; (f) any contract or agreement involving more than $100,000 which by such Assignor of $10,000 its terms does not terminate or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) is not terminable on thirty without penalty by the Company or a Subsidiary or their successors within one year after the date hereof; (30) days or less notice without penalty; (iiig) any partnership, joint venture, contract or other similar agreement for the sale or arrangement; lease of its products or services not made in the ordinary course of business; (ivh) any instruments or documents evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits contract containing covenants limiting the freedom of the Company or any Assignor of its Subsidiaries to compete in any line of business or with any Person person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; entity; (xi) any contract or agreement with a holder for the purchase of any Assignor's capital stock; (xi) any agreement with any director fixed asset for a price in excess of $100,000 whether or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made such purchase is in the ordinary course of business; (j) any license agreement not disclosed elsewhere in this Agreement or any Schedule hereto and excluding licenses for off the shelf products (as licensor or licensee); (k) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for the borrowing of money (including in such Schedule, if applicable, a description on any prepayment penalties or similar obligations); or (l) any contract or agreement with any officer, employee, director or stockholder of the Company or any of its Subsidiaries or with any persons or organizations controlled by or affiliated with any of them. All Except as set forth in Schedule 2.15, neither the Company nor any of its ------------- Subsidiaries is in default in any material respect under any such agreements, arrangementscontracts, commitments, guarantees and other instruments are legalplans, valid and binding obligations agreements or licenses described in said Schedule or has any knowledge of such Assignorconditions or facts which with notice or passage of time, and to such Assignor's knowledgeor both, would constitute a default. To the knowledge of the other parties theretoCompany and the Stockholders, no third party under any contract, commitment, plan, agreement or license listed on Schedule 2.15 is in default thereunder. Except as set forth ------------- in Schedule 2.15, each contract, commitment, plan, agreement or license listed ------------- on such Schedule has been duly authorized and executed by the Company or its Subsidiaries, is in full force and effect and is enforceable by the Company or its Subsidiaries in accordance with their its terms; all payments required to be made thereunder have been made by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunder.

Contracts. Each Assignor has provided to Lone Star or has given Lone Star access to SCHEDULE 6.16 sets forth an accurate and complete copies list, as of all the date hereof, of the following agreements or documents Contracts regarding the E&PA Business to which such Assignor the Seller and/or its Affiliates is subject and each a party or by which it or they are bound: (a) Each Contract (or group of which is listed on Schedule 3.1(m): related Contracts) requiring payment in excess of $100,000 per year, except those that are terminable at the option of the Seller or its Subsidiaries, as applicable, upon thirty days' notice or less without penalty or further payment; (b) Each Contract covering (i) any lease (whether the lease, purchase or service of real or tangible personal property); property to which the Seller is a party requiring payments in excess of $100,000 in the aggregate per year and (ii) any agreement for each lease related to the purchase of materials, supplies, goods, services, equipment, or other assets Leased Real Property; (Ac) providing for annual payments by such Assignor of $10,000 or more, (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not terminable on thirty (30) days or less notice without penalty; (iii) any Each Contract concerning a partnership, joint venture, strategic alliance, shareholder's agreement, tolling, co-marketing, co-promotion, joint development or similar arrangement; (d) Each Contract granting or evidencing a Lien (other than a Permitted Lien) on any properties or assets of the E&PA Business; (e) Each management, service, consulting, employment, severance or similar Contract requiring the payment of compensation to a Transferred Employee in excess of $50,000 in the aggregate (including bonuses) annually to which a Seller or its Affiliate is a party and any other management service, consulting, financial advisory or any other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance type of any equity securities, warrants, rights or options to purchase equity securities of such Assignor; (v) any management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, Contract and any security interest granted by such Assignor Contract with respect thereto; any investment bank or commercial bank; (viif) Each Contract under which any option, license, franchise, amount has been advanced or similar loaned to any employees of the E&PA Business outside the Ordinary Course of Business; (g) Each collective bargaining agreement; ; (viiih) Each Contract with any agency, dealer, sales manufacturer's representative, marketing, distributor or other similar agreement; sales agent; (ixi) any agreement that limits Each Contract under which the freedom of any Assignor Seller or an Affiliate agreed to restrict the E&PA Business' ability to compete in any line market or geographic location; (j) Each Contract involving, or relating to the making of, (i) a loan (other than accounts receivable from trade debtors in the Ordinary Course of business Business) or advance to (other than travel and entertainment allowances to the employees of the E&PA Business extended in the Ordinary Course of Business), or investment in, any Person; (k) Each Contract (x) relating to (i) any Assumed Liability or (ii) indebtedness for borrowed money or capitalized leases (including any guarantees of any such indebtedness) of the E&PA Business, other than, in each case, Contracts that when aggregated together do not exceed $100,000 or (y) relating to any indebtedness for borrowed money or capitalized leases (including any guarantees of any such indebtedness) of any Transferred Subsidiary; (l) Each Contract (other than this Agreement and any agreement or instrument entered into pursuant to this Agreement) with any Person or in any area that would limit (i) the freedom of Assignee Seller or any Affiliate of Assignee after the Closing Date; Seller or (xii) any agreement with a holder current or former officer or director of the E&PA Business; (m) Each Contract (including letters of intent) involving the future disposition or acquisition of assets or properties included in the Purchased Assets or any merger, consolidation or similar business combination transaction related solely to the Transferred Subsidiaries, whether or not enforceable; (n) Each material Contract involving any resolution or settlement within two years from the date hereof of any Assignoractual or threatened litigation, arbitration, claims or other dispute (or series of actual or threatened litigation, arbitration, claim or other disputes) related to the E&PA Business; (o) Each Contract involving a non-solicitation, confidentiality, standstill or similar arrangement relating to the conduct of the E&PA Business or any related Intellectual Property; (p) Each material warranty, service, and repurchase Contract relating to the conduct of the E&PA Business; (q) Each Contract containing "earn out" or other deferred compensation arrangements relating to the conduct of the E&PA Business; and (r) Each Contract in respect of the Purchased Stock or the Seller's capital stock; (xi) any agreement with any director or officer and its Affiliates' investment in the Transferred Subsidiaries. Except as indicated on SCHEDULE 6.16, the Seller has provided to the Buyer true and complete copies of any Greenbriar Party; or (xii) the Assumed Contracts and any other agreementContract set forth on SCHEDULE 6.16 (or required to be set forth on SCHEDULE 6.16), commitment, arrangement, or plan not made in the ordinary course of businessas amended to date. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, Each of the Assumed Contracts and the other parties Contracts set forth on SCHEDULE 6.16 (or required to be set forth on SCHEDULE 6.16) is in full force and effect and constitutes a valid, binding and enforceable obligation of the Seller or its Affiliates, as applicable, and, to the knowledge of the Seller, each other party thereto, enforceable in accordance with their termsits terms except as may be limited by the General Enforceability Exceptions, and (a) neither the Seller nor, to the Seller's knowledge, any other party thereto is in default under or in violation with respect to any material term or provision contained therein; (b) no event, occurrence, condition or act (including the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements) has occurred which, with notice or lapse of time or both, would constitute such a default or violation by the Seller or, to the Seller's knowledge, any other party thereto, thereunder; and (c) the Seller has not released any of its material rights thereunder. To the knowledge of the Seller, all payments required of the covenants to be made thereunder have been made performed by the parties required to do so, except to the extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims other party thereto have been asserted fully performed in writing, or, to such Assignor's knowledge, may be made by any party thereto other than such Assignor, nor has such Assignor waived any substantial rights thereunderall material respects.