Common use of Contracts Clause in Contracts

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 3(r) of the Disclosure Schedule lists the following contracts Contracts and other agreements to which Target any of the Division and the Division Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to any of the Division and the Division Subsidiaries, or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien Security Interest (other than Permitted Encumbrances) on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality confidentiality, noncompetition or non-competitionnonsolicitation; (vi) any material agreement with the Seller and his Affiliates (other than Target)under which it has granted price protection provisions; (vii) any agreement under which it has granted any exclusive right or license relating to any product, group of products, service, group of services, technology or territory; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its the current or former directors, officers, and employeesemployees of the Seller and its Subsidiaries (including the Division Subsidiaries); (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, time or other basis or any consulting agreement providing annual compensation in excess of $25,000 or providing material severance benefits; (xxi) any agreement under which it has advanced or loaned any amount to any of its the directors, officers, and employees of the Seller (other than officers or employees exclusively of the Napster Division) and the Division Subsidiaries outside the Ordinary Course of Business; (xixii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target The Seller has delivered or made available to the Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed in Section 3(r) of the Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(r) of the Disclosure Schedule. With respect to each such agreementagreement that materially affects the Acquired Assets or the Assumed Liabilities, to the Seller’s Knowledge: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on terms identical in all material respectsrespects following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above) and an assumption in the form attached hereto) and for a period of at least one year from the date of the Closing; (BC) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule 3.16 lists the following contracts Contracts to 56 Depending on the size of a seller’s operations, the importance of tangible assets to a seller’s business, and other agreements the value of tangible assets on a seller’s balance sheet, a buyer may desire the seller to list all tangible assets necessary for the conduct of the seller’s business in a disclosure schedule. which Target Seller is a partyparty or that relate to the Business: (ia) any agreement Contract (or group of related agreementsContracts) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 $ per annum; (iib) any agreement Contract (or group of related agreementsContracts) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to Seller, or involve consideration in excess of $5,000$ ; (iiic) any agreement Contract concerning a partnership or joint venture; (ivd) any agreement Contract (or group of related agreementsContracts) under which it Seller has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 $ or under which it Seller has imposed given any third party a Lien on Security Interest in any of its assets, tangible or intangiblethe Acquired Assets; (ve) any material agreement Contract concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement Contract under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, material adverse effect on the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Business; or (xvg) any other agreement Contract (or group of related agreements) Contracts), the Seller’s performance of which involves consideration in excess of $5,000$ , or which is not terminable by Seller on 90 days’ notice. Target Seller has delivered to Buyer a correct and complete copy of each written agreement Contract listed in §4(p) of the Disclosure Schedule (as amended to date) 3.16 and a written summary setting forth the material terms and conditions of each oral agreement Contract referred to in §4(p) of the Disclosure ScheduleSchedule 3.16. With respect to each such agreementthe Contracts that constitute Assumed Liabilities: (Aa) the agreement Seller is legal, valid, binding, enforceable, and not in full force and effect breach of or in all material respects; (B) no party is in material breach or defaultdefault under any of these Contracts, and no event has occurred that exists that, with the giving of notice or lapse the passage of time time, or both, would constitute a material breach of or defaultdefault by Seller under any of these Contracts; (b) to Seller’s Knowledge, no other party is in default under any of these Contracts, and no event exists that, with the giving of notice or the passage of time, or permit terminationboth, modificationwould constitute a breach of or default under any of these Contracts by any other party; (c) absent any limitations imposed on Buyer as a result of its internal corporate governance regulatory status, or accelerationall obligations of Seller under any of these Contracts may be performed by Buyer, under the agreementas required by these Contracts, operating in a manner consistent with Seller’s Ordinary Course of Business; and (Cd) no party has repudiated any material provision the proceeds anticipated to be received by Seller under the terms of the agreementContract are reasonably expected by Seller to exceed the cost to complete the Contract in Seller’s Ordinary Course of Business.

Contracts. 4(pSECTION 4A(n) of the Seller's Disclosure Schedule lists the following contracts and other agreements currently in effect to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 15,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year from the Closing Date or involve consideration in excess of $5,00015,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 15,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates or any Affiliate of Seller (other than Targetthe Company); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any written agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 15,000, or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and officers or employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination could would reasonably be expected to have result in a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts 30,000 decrease in the aggregate exceeding Company's revenues during any 12-month period, or a $5,00010,000 reduction in the Company's earnings during any 12-month period; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00015,000. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pSECTION 4A(n) of the Seller's Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSECTION 4A(n) of the Seller's Disclosure Schedule. With respect to each such agreement: (A) to the Seller's Knowledge, the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no the Company is not , nor to the Seller's Knowledge is any other party is in material breach or default, and to the Seller's Knowledge, no event has occurred that which with notice or lapse of time or both would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; , and (C) no party the Company has not repudiated any material provision of any such agreement nor to the Seller's Knowledge has any other party repudiated any provision of any such agreement.

Contracts. 4(pss.3(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target Sewcal is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 1,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to Sewcal, or involve consideration in excess of $5,0005,000.00; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 5,000.00 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller agreements between Sewcal and his Affiliates (other than Target)its shareholders, officers and directors; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 20,000.00 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, the performance future prospects of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Sewcal; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0005,000.00. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pss.3(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pss.3(p) of the Disclosure Schedule. With respect to each such agreement, to the best of Sellers knowledge: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in ss.2 above); (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p(S) 4A(n) of the Seller's Disclosure Schedule lists the following contracts and other agreements currently in effect to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with among the Seller and his Affiliates (other than Targetthe Company); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any written agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Company; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p(S) 4A(n) of the Seller's Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p(S) 4A(n) of the Seller's Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no the Company is not a party nor to the Seller's Actual Knowledge is any other party in material breach or default, and to the Seller's Actual Knowledge, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; , and (C) no party the Company has not repudiated any material provision of any such agreement nor to the Seller's Actual Knowledge has any other party repudiated any provision of any such agreement.

Contracts. 4(p) Neither the Company nor any of its Subsidiaries is a party to or bound by any of the Disclosure Schedule lists the following contracts and other agreements to which Target is a partyfollowing: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 100,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Company or any of its Subsidiaries if terminated, or involve consideration in excess of $5,000100,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of or related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 100,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality noncompetition other than agreements pursuant to which a current or non-competitionformer employee of the Company has agreed not to compete with the Company; (vi) any material agreement with the Seller and his Affiliates (other than Target); (viif) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ixg) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 100,000 or providing material severance benefits; (xh) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside other than advances for travel expenses in the Ordinary Course ordinary course of Businessbusiness; (xii) any agreement under which the consequences of a default or termination could would be reasonably be expected likely to have a Material Adverse Effect;; and (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvj) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement250,000.

Contracts. 4(p(S) 4A(n) of the Seller's Disclosure Schedule lists the following contracts and other agreements currently in effect to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Targetthe Company); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any written agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse Effect; (xii) material adverse effect on the business, financial condition, operations, results of operations, or future prospects of the Company or any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p(S) 4A(n) of the Seller's Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p(S) 4A(n) of the Seller's Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no the Company is not in breach or default of any such contract, nor to the Seller's Actual Knowledge is any other party is in material breach or default, and to the Seller's Actual Knowledge, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; , and (C) no party the Company has not repudiated any material provision of any such agreement nor to the Seller's Actual Knowledge has any other party repudiated any provision of any such agreement.

Contracts. 4(p(a) For purposes of this Agreement, each of the Disclosure Schedule lists the following contracts and other agreements to which Target is shall constitute a party“Material Contract”: (i) any agreement (or group of related agreements) for the lease of personal property each Purchased Contract relating to or from any Person providing for lease payments in excess of $5,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual (whether on a full-time, part-time, consultingconsulting or other basis) of any Employee of the Business, and any “stay pay,” termination, change of control or other Contract pursuant to which Seller is or may become obligated to make any severance, termination or relocation payment to any current or former Employee of the Business who earns or earned an annual base salary of more than $60,000 or for which the cost of such severance, termination or relocation payment would exceed $30,000; (ii) except to the extent included elsewhere in this Section 4.11(a), each Purchased Contract relating in a material manner or primarily to the acquisition, use, transfer, development, ownership, sharing or license of any Intellectual Property material to the conduct of the Business (other than nondisclosure agreements); (iii) each Purchased Contract creating or relating to any partnership, limited liability company or joint venture or similar venture or arrangement; (iv) each Purchased Contract with any customer or production supplier that involves, or other basis providing annual compensation would reasonably be expected to involve (assuming delivery of eighty-four (84) shipsets per year), the payment or expenditure in excess of $25,000 2,000,000; (v) each Purchased Contract not with customers or production suppliers that may not be terminated (without penalty) by Seller within thirty (30) days after the delivery of a termination notice by Seller and contemplating or involving, or reasonably anticipated to involve, (A) the payment or delivery by or to the Business of cash or other consideration in an amount or having a value in excess of $250,000 in the aggregate in any calendar year; (B) the performance by or for the Business of services in an amount or having a value in excess of $250,000 in the aggregate in any calendar year; or (C) the sale, lease or other disposition by or to the Business of goods, supplies, products and/or other Assets in an amount or having a value in excess of $250,000 in the aggregate in any calendar year; (vi) each Seller Contract imposing any material, explicit restriction on the right or ability of (A) the Business to (1) compete with, or solicit the services or employment of, any other Person; (2) sell any product or other Asset, or perform any services anywhere in the world; (3) acquire any product or other Asset or any services from any other Person, sell any product or other Asset to or perform any services for any other Person, or transact business with any other Person; or (4) develop, use, sell, enforce or license any Intellectual Property material to the Business (other than nondisclosure agreements); or (B) Buyer to own and operate the 787 Program as currently conducted; (vii) each Purchased Contract under which Seller (A) leases or subleases any real property or (B) leases or subleases any buildings, structures, improvements or appurtenances, in whole or in part, from any other Person involving lease payments or other consideration in excess of $100,000 per annum; (viii) each Purchased Contract with (A) any Affiliate of Seller (other than any employee of Seller) or (B) any of the Persons identified on Schedule 4.11(a)(viii); (ix) each note, debenture, bond, indenture, guarantee, loan, credit or financing agreement, instrument or other evidence of, or Contract for, Indebtedness of Seller secured by or providing material severance benefitsEncumbrances on the Purchased Assets, and each Purchased Contract for borrowed money (including for future loans, credit or financing); (x) any Contract, the primary subject matter of which is confidentiality, nondisclosure or similar agreement under with respect to confidentiality arrangements executed by or on behalf of Seller with respect to the Business pursuant to which it has advanced or loaned any amount third party owes an obligation of confidentiality to any of its directors, officers, and employees outside Seller in relation to the Ordinary Course of Business; (xi) each Purchased Contract which creates, or may create, an Encumbrance on any agreement under which the consequences Purchased Asset in an amount or with a value in excess of a default or termination could reasonably be expected to have a Material Adverse Effect;$50,000; and (xii) each Purchased Contract set forth on Schedule 4.11(a)(xii). (b) Except as set forth on Schedule 4.11(b) and other than with respect to the 787 Supply Agreement: (i) each Material Contract is in full force and effect and (ii) each Material Contract constitutes a legal, valid, binding and enforceable obligation of Seller and, to Seller’s Knowledge, of the other party or parties thereto and is enforceable in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization and moratorium Laws and other Laws of general application affecting enforcement of creditors’ rights generally. (c) Except as set forth on Schedule 4.11(c) and other than with respect to the 787 Supply Agreement: (i) Seller has not violated or breached in any agreement material respect or committed any material default under, any Material Contract (in each case, with or without notice or lapse of time or both), nor is it in receipt of any written Claim of such default or breach; and (ii) to the Knowledge of Seller, no other Person has violated or breached in any material respect, or committed any material default under, any Material Contract (in each case, with or without notice or lapse of time or both). (d) Other than under which it the 787 Supply Agreement, no event or development has granted occurred, and no fact, circumstance or condition exists, that (with or without notice or lapse of time or both) has (i) resulted in a material violation or breach of any provision of any Material Contract by Seller; (ii) given any Person the right to declare a material default or exercise any registration rights remedy for breach under any Material Contract; (includingiii) given any Person the unilateral right to accelerate the maturity of material obligations pursuant to any Material Contract; or (iv) give any Person the right to cancel, without limitationterminate or modify, demand and piggyback registration rights);in any material respect, any Material Contract. (xiiie) Schedule 4.11(e) provides a list of all written Material Contracts (including all amendments thereto and excluding purchase orders issued pursuant to Material Contracts otherwise disclosed on such schedule) and a summary description of all material terms of any settlementoral or unwritten Contract constituting a Material Contract (including any oral or unwritten amendments thereto), conciliation or similar agreementin each case as of the date of this Agreement. A true, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each such written agreement listed in §4(pMaterial Contract (including all amendments thereto) of the Disclosure Schedule (as amended has been made available to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreementBuyer.

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Effective Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) to the Knowledge of Seller no party is in material breach or default, and to the Knowledge of Seller no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 4(q) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company or any of its Subsidiaries is a party: (i) any agreement (with a state, federal or group of related agreements) for the lease of personal property to foreign government or from any Person providing for lease payments in excess of $5,000 per annumgovernmental agency thereof; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iii) any Material Contract; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, obligation in excess of $5,000 50,000 or, or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality confidentiality, non-solicitation or non-competitioncompetition agreement; (vi) any material agreement with the Seller and his Affiliates (other than Target)Responsible Party or any Person related to the foregoing; (vii) any profit sharing, stock or unit option, stock or unit purchase, stock appreciationor membership interest appreciation right, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former managers, directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 75,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its managers, directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date Most Recent Fiscal Month End of consideration in excess of $5,00050,000; (xiv) any agreement under which Target the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $5,000250,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000250,000. Target The Company has delivered to Buyer Purchaser a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed in Section 4(q) of the Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 4(q) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, unless otherwise amended at the Closing; (C) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property (including without limitation software) to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Company , or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint ventureventure or arrangement to share profits; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with any of the Seller Sellers and his their Affiliates (other than Targetthe Company); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingEffect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Company ; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000 (other than customer agreements described in the customer list delivered pursuant to paragraph 4(q) hereof) or which was not entered into in the Ordinary Course of the Business. Target has The Principals have delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) ), and a written summary setting forth of the material terms and conditions of each all oral agreement agreements referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect, subject to the Exception; (B) subject to obtaining the consents indicated in §4(p) of the Disclosure Schedule, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby except for the Exception; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement. Without limiting the generality of the foregoing, the Company is in compliance with all covenants under all agreements with its bank and other lenders. The Holdcos are not subject to any contracts or agreements whatsoever.

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 1,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year year, result in a loss to Target, or involve consideration in excess of $5,0001,000.00; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 1,000.00 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller any of Sellers and his their Affiliates (other than Target); (vii) any profit sharing, stock Membership Interest Purchase option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 1,000.00 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of agreement with any Governmental Entity or which will involve payment require satisfaction of any obligations after the Closing Date execution date of consideration in excess of $5,000this Agreement; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,0001,000.00; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0001,000.00. Target has Sellers have delivered to Buyer a correct and complete copy of each written agreement (as amended to date) listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(pParagraph 4(n) of the Sellers' Disclosure Schedule Letter lists the following contracts and other agreements to which Target the Corporation is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to the Corporation, or involve consideration in excess of $5,00025,000.00; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it the Corporation has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000.00 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with either the Seller and his Sellers or their Affiliates (other than Targetthe Corporation); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 25,000.00 or providing material severance benefits; (x) any agreement under which it the Corporation has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingan material adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlement, conciliation operations or similar agreement, results of operations of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Corporation; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 25,000.00. (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A1) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B2) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (3) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C4) no party has repudiated any material provision of the agreement.

Contracts. 4(p(a) Schedule 3.10(a) of the Disclosure Schedule Schedules lists the following contracts and other agreements Contracts to which Target the Company or the Seller (only with respect those Contracts of Seller that are material to the Business) is a partyparty on the date hereof: (i) Contracts with Seller, any agreement Affiliate of Seller or the Company, or director or officer of the Company, Seller, or any Affiliate of Seller; (or group of related agreementsii) Contracts for the lease future purchase of, or payment for, supplies, products or assets, or for the performance of services by a third party, in excess of $50,000 in any individual case; (iii) Contracts to sell or supply, or pay for, supplies, products or assets or to perform, or pay for, services to or for third parties, in excess of $50,000 in any individual case; (iv) Contracts providing for the purchase of all or substantially all of the Business’s requirements of a particular product from a supplier; (v) Contracts material to the assets of the Company or the Business containing a change of control provision applicable to the transactions contemplated by this Agreement, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vi) Contracts which are material to the assets or Business of the Company; (vii) Contracts affecting any leasehold or other interest in any real property or personal property to or from any Person providing for lease requiring payments in excess of $5,000 per annum50,000 to which the Company is a party; (iiviii) any agreement (Contracts for capital expenditures by the Company or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration Business in excess of $5,00050,000; (iiiix) notes, debentures, bonds, conditional sale agreements, equipment trust agreements, letter of credit agreements, reimbursement agreements, loan agreements or other Contracts for the borrowing or lending of money, agreements or arrangements for a line of credit or guarantee, pledge or undertaking in any agreement concerning a partnership or joint venturemanner (including guarantees of lease obligations) whatsoever of the indebtedness of any other Person; (ivx) any agreement (Contracts limiting or group of related agreements) under which it has created, incurred, assumedrestraining the Company from engaging or competing, or guaranteed from soliciting any indebtedness for borrowed moneyPerson, in any line of business or any capitalized lease obligation, in excess of $5,000 geographical area or under which it has imposed a Lien on with any of its assets, tangible or intangiblePerson; (vxi) Contracts relating to any material agreement concerning confidentiality Intellectual Property license or nontransfer of (A) Intellectual Property of the Company or the Business, or (B) the Intellectual Property of any other party, which is either exclusive or requires future payments of more than $50,000 per year, other than the purchase of so-competitioncalled “off-the-shelf” computer software; (vixii) any material agreement Collective bargaining agreements or other Contracts with the Seller and his Affiliates (other than Target)labor unions; (viixiii) Contracts relating to employment, bonus, severance arrangements, retirement benefits, deferred compensation or termination of employment; (xiv) Contracts not made in the ordinary course of business that individually involve the payment or receipt of more than $25,000; (xv) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (xvi) each power of attorney that is currently effective and outstanding; (xvii) any profit sharing, stock option, stock Contracts relating to any liquor licenses; (xviii) Contracts to purchase, stock appreciation, deferred compensation, severancesell or dispose of any restaurant leased or operated by the Company under which (x) the obligations therein have not yet been fully satisfied, or (y) there are any outstanding Liabilities; (xix) Contracts with current or former employees, agents, consultants or other material plan Persons which limit or arrangement for restrain such employees, consultants or other Persons from competing with the benefit Business or the Company or from soliciting any of its current or former directorsemployees, officers, and employeesagents or consultants; (viiixx) any collective bargaining agreement; (ix) any agreement Contracts for a license or franchise, whether the employment of any individual on a full-timeCompany or the Seller is the licensor, part-timefranchisor, consulting, licensee or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000franchisee; or (xvxxi) Contracts with any Governmental Entity. (b) The Contracts set forth on Schedule 3.10(b) of the Disclosure Schedules were entered into for the benefit of the Company even though they were signed in the names of entities that are no longer in existence or have not been officially incorporated or otherwise formed (the “D/B/A Contracts”) and the Company has the right to enforce the D/B/A Contracts against the other agreement parties thereto as if it were an original signatory thereon. (or group of related agreementsc) the performance of which involves consideration in excess of $5,000. Target Seller has delivered or made available to Buyer a correct and complete copy of each written agreement Contract listed in §4(pon Schedule 3.10(a) and Schedule 3.10(b) of the Disclosure Schedules, together with any and all amendments or modifications thereto. Subject to such exceptions that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect, each Contract listed on Schedule (as amended to date3.10(a) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSchedule 3.10(b) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement Schedules is legal, valid, binding, enforceableenforceable (subject to the Enforcement Exception), and in full force and effect effect, the Company and/or the Seller (as applicable) is not, and to the Knowledge of Seller and the Company, the other party/parties to any such Contract is/are not, in all material respects; (B) no party is in material breach or default, default under any such Contract and no event has occurred that which, with notice or lapse of time or both, would constitute a material breach or default, or permit termination, modification, or acceleration, under such Contract. Since January 1, 2005, neither the agreement; and (CCompany nor the Seller has given or received written notice, or to the Company’s or the Seller’s Knowledge, oral notice, of any alleged breach or default that is continuing under any such Contract. Except as set forth on Schedule 3.10(c) no party has repudiated any material provision of the agreementDisclosure Schedules, neither the execution and delivery of this Agreement or the Ancillary Agreements by the Seller or the Company nor the consummation or performance by the Seller and the Company of the transactions contemplated hereby and thereby will, directly or indirectly, with or without notice or lapse of time or both, give rise to a right of termination, modification or acceleration under any such Contract. The Company and/or the Seller (as applicable) has performed in all material respects all of its obligations required to be performed by it under such Contracts. (d) Except as set forth on Schedule 3.10(d) of the Disclosure Schedules, Seller is not a party to any Contract relating to the Business.

Contracts. 4(p) of the Disclosure Schedule 3.20 lists the following contracts and other agreements to which Target the Company is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000.00 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,00025,000.00; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000.00 or under which it has imposed a Lien on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competition; (vif) any material agreement with involving any member of the Seller Company and his Affiliates his, her, or its affiliates (other than TargetSeller); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 30,000.00 or providing material severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiiil) any settlement, conciliation or similar agreement, the performance of agreement with any Governmental Authority or which will involve payment after the Closing Date execution date of consideration in excess of $5,000this Agreement; (xivm) any agreement under which Target the Company has advanced or loaned any other Person amounts in the aggregate exceeding $5,00025,000.00; orand (xvn) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000.00. Target Seller has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) 3.20 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 3.20. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pss.4(n) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 100,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000.00; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000.00 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller any of Sellers and his their Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 120,000.00 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,00010,000.00; or (xvxiv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000250,000.00. Target has Sellers have delivered to Buyer a correct and complete copy of each written agreement listed in §4(pss.4(n) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pss.4(n) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pParagraph 4(n) of the Sellers' Disclosure Schedule Letter lists the following contracts and other agreements to which Target the Association is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to the Association, or involve consideration in excess of $5,00025,000.00; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it the Association has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000.00 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with either the Seller and his Sellers or their Affiliates (other than Targetthe Association); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 25,000.00 or providing material severance benefits; (x) any agreement under which it the Association has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingan adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Association; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 25,000.00. (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A1) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B2) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (3) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C4) no party has repudiated any material provision of the agreement.

Contracts. 4(pSchedule 3.01(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target PROTEC is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person person providing for lease payments in excess of $5,000 100,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to PROTEC, or involve involves consideration in excess of $5,000100,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed moneyindebtedness, or any capitalized lease obligation, in excess of $5,000 100,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition outside of the ordinary course of business; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, managers, officers, and employees; (viiivii) any collective bargaining agreement; (ixviii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 100,000 or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directorsmanagers, officers, members and employees outside the Ordinary Course ordinary course of Businessbusiness; (xix) any agreement under which the consequences of a default or termination could reasonably be expected considered to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000material adverse effect with regard to PROTEC; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000100,000. Target PROTEC has delivered or made available to Buyer PAYM a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule3.01(o). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; and (B) to the knowledge of PROTEC and the PROTEC Members, no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule 4.17 lists the following contracts Contracts and other agreements currently in effect to which Target Company or any Subsidiary is a partyparty or by which any of their assets or properties are bound: (ia) any agreement all agreements (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (iib) any agreement all agreements (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal propertyproperty (excluding purchases of tires or inventory less than or equal to $250,000 in the Ordinary Course of Business), or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to Company or involve consideration consideration, in either case in excess of $5,00050,000; (iiic) any agreement all agreements concerning a partnership or joint venture; (ivd) any agreement all agreements (or group of related agreements) under which it Company or any Subsidiary has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (ve) any material agreement all agreements concerning confidentiality or non-competition; (vif) all agreements with Sellers or any material agreement with the Seller and his Affiliates (other than Target)of Company’s Affiliates; (viig) any all profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material plan plans or arrangement arrangements for the benefit of its current or former directors, officers, officers and employees; (viiih) any all collective bargaining agreementagreements; (ixi) any agreement all agreements for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 75,000 or providing material severance benefits; (xj) any agreement all agreements under which it Company or any Subsidiary has advanced or loaned any amount to any of its directors, officers, officers and employees outside the Ordinary Course of Business; (xik) any agreement under all advertising agreements the performance of which the consequences involves consideration in excess of a default or termination could reasonably be expected to have a Material Adverse Effect$25,000; (xiil) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any all settlement, conciliation or similar agreementagreements, the performance of which will involve payment after the Closing Date of consideration in excess of $5,00010,000; (xivm) all Franchise Agreements and all Franchise Agreements submitted by Company to a Person for execution but not yet executed and delivered to Company or any agreement Subsidiary; (n) all agreements under which Target Company has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvo) any other agreement not otherwise described above (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target has delivered Sellers have made available to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed in Schedule 4.17 and a written summary setting forth the material terms and conditions of each oral agreement agreement, if any, referred to in §4(p) of the Disclosure ScheduleSchedule 4.17. With respect to each such agreementagreement listed, or required to be listed, on Schedule 4.17: (Ai) the agreement is legal, valid, binding, enforceableenforceable (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally) and in full force and effect; (ii) except as set forth on Schedule 4.17, the agreement will continue to be legal, valid, binding, enforceable (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally) and in full force and effect in all material respectson identical terms immediately following the consummation of the transactions contemplated hereby; (Biii) Company, and to Company’s Knowledge, no party other party, is in material breach or default, and to Company’s Knowledge, no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

Contracts. 4(pSchedule 3.1(n) of the Disclosure Schedule lists the following contracts Contracts and other agreements to which Target BCC is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will will: (A) extend over a period of more than 1 year one year; (B) result in a material loss to BCC; or (C) involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any material agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness Indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien security interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition other than with clients and vendors in the ordinary course of business; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock unit option, stock unit purchase, stock unit appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and or employees; (viiivii) any collective bargaining agreement; (ixviii) any agreement other than on an employment-at-will basis for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits, if the amount payable after January 1, 2019 exceeds $50,000; (xix) any agreement under which it has advanced or loaned any amount of money to any of its directors, officers, and officers or employees outside the Ordinary Course ordinary course of Businessbusiness; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to may have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Effect on BCC; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target BCC has delivered to Buyer Trupet a correct and complete copy of each written agreement Contract listed in §4(p) of the Disclosure on Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule4.1(n). With respect to each such agreementContract: (Ai) the agreement Contract is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) no party BCC has not received written notice from the counterparty that it is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Ciii) no party has repudiated any material provision of the such agreement.

Contracts. 4(p) Neither the Company nor any of its Subsidiaries is a party to or bound by any of the Disclosure Schedule lists the following contracts and other agreements to which Target is a partyfollowing: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 100,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Company or any of its Subsidiaries if terminated, or involve consideration in excess of $5,000100,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of or related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 100,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality noncompetition other than agreements pursuant to which a current or non-competitionformer employee of the Company has agreed not to compete with the Company; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ixvii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 100,000 or providing material severance benefits; (xviii) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside other than advances for travel expenses in the Ordinary Course ordinary course of Businessbusiness; (xiix) any agreement under which the consequences of a default or termination could would be reasonably be expected likely to have a Material Adverse Effect;; and (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvx) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000250,000. Target The Company has delivered to Buyer a correct current and complete copy of each written agreement listed in §4(p) ss.3.13 of the Disclosure Schedule of Exceptions (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) ss.3.13 of the Disclosure ScheduleSchedule of Exceptions. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Section 5.17 of the EPub Disclosure Schedule Letter lists the following contracts contracts, agreements, commitments and other agreements arrangements to which Target EPub is a partyparty or by which EPub or any of its assets is bound: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease that involves aggregate annual payments in excess of more than $5,000 per annum10,000; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00025,000; (iiic) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors that involves aggregate annual payments of more than $25,000; (d) any agreement concerning a partnership or joint venture; (ive) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, money or any capitalized lease obligation, obligation in excess of $5,000 25,000 or under which it a Security Interest has been imposed a Lien on any of its assets, tangible or intangible; (vf) any material agreement concerning confidentiality noncompetition or non-competitionrestraint of trade; (vig) any material agreement with the Seller and his any EPub stockholder or any of such stockholder's Affiliates (other than Target)EPub) or with any Affiliate of EPub; (viih) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and officers or employees; (viiii) any collective bargaining agreement; (ixj) any agreement for the employment (other than employment agreements that are terminable at will by EPub) of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsbasis; (xk) any executory agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xil) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiim) any executory agreement with any original equipment manufacturer entered into or performed by EPub; (n) any executory agreement pursuant to which EPub is obligated to provide maintenance, support or training for its products; (o) any agreement under pursuant to which it any of EPub's products are manufactured which involves aggregate annual payments of more than $25,000; and (p) any license, agreement or other permission which EPub or any Affiliate of EPub has granted to any Person third party with respect to any registration rights (including, without limitation, demand and piggyback registration rights);of the Intellectual Property used in EPub's business. (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvq) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000 or which is expected to continue for more than one (1) year from the date hereof. Target EPub has delivered to Buyer FV a correct and complete copy of each written agreement listed in §4(p) Section 5.17 of the EPub Disclosure Schedule Letter (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 5.17 of the EPub Disclosure ScheduleLetter. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no neither EPub nor, to EPub's or the Majority Stockholders' knowledge, any other party is in material breach or default, and no event has occurred that occurred, which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement; and (D) EPub does not have any reason to believe that the service called for thereunder cannot be supplied in accordance with its terms and without resulting in a loss to any of EPub.

Contracts. 4(pSection 3(j) of the Disclosure Schedule lists the following contracts and other agreements relating to the Business to which Target Seller is a party: (i) any Any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumPerson; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iii) any Any agreement concerning a partnership or joint venture; (iviii) any Any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or obligation under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (viv) any material agreement concerning Any confidentiality or non-competitioncompetition agreement; (viv) any material agreement with the Seller and his Affiliates (other than Target); (vii) any Any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its the current or former directors, officers, and employeesemployees (other than in connection with any Client Contract); (viiivi) any collective bargaining agreement; (ix) any Any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation (other than in excess of $25,000 or providing material severance benefitsconnection with any Client Contract); (xvii) any Any agreement under which it has advanced or loaned any amount to any of its the directors, officers, and employees outside of Seller other than expense advances made in the Ordinary Course ordinary course of Businessbusiness; (xiviii) any Any agreement (other than a Client Contract) under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Business; or (xvix) any Any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0005,000 (other than a Client Contract). Target Seller has delivered to Buyer a correct and complete copy of each written agreement listed in §4(pSection 3(j) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Scheduletherein. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) to Seller’s Knowledge, no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) to Seller’s Knowledge, no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party: (i) Except as expressly contemplated by this Agreement, or as set forth in the Schedule of Exceptions, the Company and each of its Subsidiaries is not, and as of each of the Closings the Company and each of its Subsidiaries will not be, a party to, or bound by, and none of their respective assets is or will be subject to, any agreement written or oral agreement, contract, commitment, order, license, lease or other instrument and arrangement of the types described below (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum;"Contracts"): (iiA) any agreement (or group of related agreements) for the purchase or sale of raw materialspension, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, employee stock purchasepurchase or other plan providing for deferred, stock appreciationincentive or other compensation to employees, deferred compensation, severanceany other employee benefit plan, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesany contract with any labor union; (viiiB) any collective bargaining agreement; (ix) any agreement contract for the employment or personal services of any officer, individual employee or other person or entity on a full-time, part-time, consulting, advisory or other basis providing annual compensation in excess of $25,000 125,000 or providing material severance benefitswhich, in any way, restricts or limits the right of the Company or any Subsidiary to terminate such contract at will; (xC) any loan agreement, indenture, letter of credit, security agreement, mortgage, pledge agreement, deed of trust, bond, note, or other agreement relating to the borrowing of money in excess of $125,000 or to the mortgaging, pledging, transferring of a security interest, or otherwise placing an Encumbrance on any material asset or material group of assets (whether tangible or intangible) of the Company or any Subsidiary; (D) any guarantee of the payment or performance of any Person in excess of $125,000; any agreement to indemnify any Person or act as a surety for an amount in excess of $125,000; any other agreement to be contingently or secondarily liable for the obligations of any Person; or any "keep well" or similar credit support arrangements; (E) any lease or agreement under which it has advanced is the lessee of or loaned holds or operates any amount to property, real or personal, owned by any other party requiring annual payments in excess of its directors, officers, and employees outside the Ordinary Course of Business$125,000; (xiF) any contract or agreement under or group of related agreements with the same party or any group of affiliated parties which requires or may in the consequences future require an aggregate payment by or to the Company or any Subsidiary in excess of a default or termination could reasonably be expected to have a Material Adverse Effect$125,000; (xiiG) any contract or agreement under which prohibiting it has granted from freely engaging in any Person business or competing anywhere in the world; (H) any registration rights material licenses, licensing arrangements and other similar contracts providing in whole or in part for the use by a third party of, or limiting the use by the Company or any Subsidiary of, any Intellectual Property; (includingI) any brokerage or finder's agreements relating to this Transaction; (J) any joint venture, without limitation, demand partnership and piggyback registration rightssimilar contracts involving a sharing of profits or expenses (including joint development and joint marketing contracts); (xiiiK) any settlementasset purchase agreements, conciliation stock purchase agreements and other acquisition or similar agreementdivestiture agreements, including any agreements relating to the performance sale, lease or disposal of which will involve payment after any assets of the Closing Date Company or any of its Subsidiaries for consideration in excess of $5,00050,000 or involving continuing indemnity or other obligations; (xivL) any agreement under which Target has advanced material sales agency, marketing or loaned any other Person amounts in the aggregate exceeding $5,000; ordistributorship agreements; (xvM) any contracts which contain "take or pay" provisions; (N) [Intentionally omitted]; (O) any contracts, agreements or arrangements regarding pre-emptive rights, rights of first refusal, put or call rights or obligations, anti-dilution rights or other restrictions on or with respect to the issuance, sale or redemption of the capital stock of the Company or any of its Subsidiaries; (P) any contracts, agreements or arrangements regarding the rights, obligations, restrictions on or with respect to the voting of any of the capital stock of the Company or any of its Subsidiaries or the registration of such stock for offering to the public pursuant to the Securities Act; and/or (Q) any other contract, agreement (or group commitment not the subject matter of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: clauses (A) through (P) above which is or could be reasonably expected to be material to the Company, any Subsidiary or the Business. (ii) The Company and each of its Subsidiaries has performed all obligations required to be performed by it to date and is not in material default under, or in material breach of, or in receipt of any claim of material default under or material breach of, any agreement to which it is a party or to which any of its assets is subject; the Company has no present expectation or intention of not fully performing, or of permitting any of its Subsidiaries not to perform fully, all such obligations; and the Company does not have any knowledge of any material breach or anticipated material breach by the other parties to any contract or commitment to which it or any of its Subsidiaries is a party or to which any of its or their assets is subject. (iii) To the knowledge of the Company, none of the officers of the Company or any Subsidiary is a party to any oral or written contract which prohibits, restricts or limits his or her performance of his or her duties or the fulfillment of his or her obligations as an employee and an officer of the Company or any Subsidiary. (iv) Each Contract is a legal, valid, binding, enforceablebinding and enforceable obligation of the Company or a Subsidiary, and in full force to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency, or other similar laws affecting the enforceability of creditors' rights generally and effect in all material respects; (B) no party is in material breach or defaultcourt decisions with respect thereto, and the discretion of courts in granting equitable remedies. Except as set forth in the Schedule of Exceptions, no event has occurred that Consent of any Person is required under any Contract as a result of or in connection with notice the execution and delivery by the Company or lapse any of time would constitute a material breach its Subsidiaries or default, the performance by the Company or permit termination, modification, any of its Subsidiaries of its obligations hereunder or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreementOther Agreements or the consummation by the Company or any of its Subsidiaries of the transactions contemplated hereby or thereby.

Contracts. 4(p) of the Disclosure Schedule 7.15 lists the following contracts and other --------- ------------- agreements currently in effect to which Target any Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 15,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year from the Closing Date or involve consideration in excess of $5,00015,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 15,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with among either of the Seller Shareholders and his their Affiliates (other than TargetRapidtext); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any written agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 15,000 or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, the performance future prospects of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Rapidtext; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00015,000. Target has The Shareholders have delivered to Buyer the LRA Companies a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 7.15 (as amended to date) and a ------------- written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 7.15. With respect to each such agreement: (A) the ------------- agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no Rapidtext is not a party nor to the Shareholders' Knowledge is any other party in material breach or default, and to the Shareholders' Knowledge, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; , and (C) no party Rapidtext has not repudiated any material provision of any such agreement nor to the Shareholders' Knowledge has any other party repudiated any provision of any such agreement.

Contracts. 4(pSection 2(k) of the Disclosure Schedule lists the following contracts contracts, agreements, and other agreements written arrangements (other than with advertisers for the sale of air time which are listed in Section 2(s) of the Disclosure Schedule) in connection with operation of the Station to which Target the Seller is a party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to or from any Person third parties providing for lease payments in excess of $5,000 1,000 per annumyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, property or for the furnishing or receipt of services, the services which either calls for performance of which will extend over a period of more than 1 one year or involve consideration in excess involves more than the sum of $5,0001,000; (iii) any agreement written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money(or may create, incur, assume, or any guarantee) indebtedness (including capitalized lease obligation, in excess of obligations) involving more than $5,000 1,000 or under which it has imposed (or may impose) a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement written arrangement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement written arrangement with any of its employees in the Seller and his Affiliates (other than Target)nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or severance agreement; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or written arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Station; (xiiviii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, written arrangement concerning a guaranty by the performance Seller of which will involve payment after the Closing Date obligations of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000party; or (xvix) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $5,000 or not entered into in the performance Ordinary Course of which involves consideration in excess of $5,000Business. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement arrangement listed in §4(pSection 2(k) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule). With respect to each such agreementwritten arrangement so listed which constitutes an Assumed Contract: (A) the agreement written arrangement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect on identical terms following the Closing (if the arrangement has not expired according to its terms); (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, default or permit termination, modification, or acceleration, under the agreementwritten arrangement; and (CD) no party has repudiated any material provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any other contracts or agreements of the Seller. No advertiser of the Station has indicated within the past year that it will stop, or decrease the rate of, buying services from them.

Contracts. 4(p) of the Disclosure Schedule Exhibit G lists the following contracts and other agreements to which Target any of TST and any of its Subsidiaries is a party: (i) a. any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 200,000.00 per annum; (ii) b. any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,000500,000.00; (iii) c. any agreement concerning a partnership or joint venture; (iv) d. any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 200,000.00 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) e. any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) f. any material agreement with any of the Seller Shareholders and his their Affiliates (other than TargetTST and its Subsidiaries); (vii) g. any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) h. any collective bargaining agreement; (ix) i. any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 150,000.00 or providing material severance benefits; (x) j. any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside except in the Ordinary Course of Business; (xi) k. any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) material adverse effect on the business, financial condition, operations, results of operations, or future prospects of TST and any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xv) l. any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000500,000.00. Target TST has delivered to Buyer Brokat a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as agreement(as amended to date) date)listed in Exhibit G and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. Exhibit G. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.:

Contracts. 4(p3(p) of the Disclosure Schedule lists the following contracts and other agreements relating to which Target is a partyDivision: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to Division, or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with involving either Seller on the Seller one hand and his Affiliates (any Affiliate of Parent or Parent’s Subsidiaries on the other than Target)hand; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its the current or former directors, officers, and employeesemployees of Sellers or any Subsidiaries of Parent; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material any severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its the directors, officers, and employees of Sellers or Subsidiaries of Parent outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,00010,000; (xivxiii) any agreement under which Target has Sellers have advanced or loaned any other Person amounts in the aggregate exceeding $5,00010,000; or (xvxiv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target has Sellers have delivered or made available to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to listed in §4(p3(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in §2 above); (C) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement. Other than as explicitly identified in §3(p) of the Disclosure Schedule, all such contracts are freely assignable to Buyer.

Contracts. 4(pParagraph 4(k) of the Seller's Disclosure Schedule Letter lists the following contracts and other agreements to which Target the Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commoditiespharmaceuticals, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to the Seller, or involve consideration in excess of $5,00025,000.00; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it the Seller has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000.00 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (any health maintenance organization, preferred provider organization, insurance company or other than Target)third party payor for medical services; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 25,000.00 or providing material severance benefits; (x) any agreement under which it the Seller has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingan adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Seller; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 25,000.00. (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A1) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B2) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (3) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C4) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Section 4.15 of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party:party (collectively, the “Material Contracts”): (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,00050,000; (iiic) any agreement concerning a partnership or joint ventureventure agreement; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitioncompetition not otherwise disclosed in the Disclosure Schedule; (vif) any material agreement with the any Seller and or his or her Affiliates (other than Target); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former managers, directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing for annual compensation in excess of $25,000 100,000 or providing material severance benefits;benefits in excess of $10,000 or contracts providing for any payments on the change of control or ownership of the Target, its Affiliates, or any employer of any employee which could reasonably be expected to trigger IRS Code Section 280G, or providing for deferred compensation. (xj) any agreement under which it has advanced or loaned any amount to any of its managers, directors, officers, and employees outside the Ordinary Course of Businessemployees; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiiil) any settlement, conciliation or similar agreement, the performance of agreement with any Governmental Authority or which will involve payment require satisfaction of any obligations after the Closing Date date of consideration in excess of $5,000this Agreement; (xivm) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,00025,000; or (xvn) any other written agreement (or group of related written agreements) the performance of which involves consideration in excess of $5,000100,000. Target The Seller Representative has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleMaterial Contract. With respect to each such agreementMaterial Contract: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Transactions; (C) except as set forth in Section 4.15 of the Disclosure Schedule, the Company is not, and to the Knowledge of Sellers, the other party is not in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, acceleration under the agreement; and (CD) to the Knowledge of Sellers, no party has repudiated any material provision of the agreement. Target is not a party to any material oral agreement.

Contracts. 4(p) Section 4.19 of the Disclosure Schedule lists the following contracts and other agreements (including any contracts and agreements listed in Sections 4.11, 4.16, 4.17, and 4.28 of the Disclosure Schedule but excluding any contracts or agreements that are terminable by the Buyer on not more than 30 days notice without penalty) to which Target the Buyer is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annumyear; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Buyer or involve consideration in excess of $5,00025,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, Indebtedness in excess of $5,000 25,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with relating to the Seller Buyer, its assets, liabilities and his Affiliates (other than Target)business between or among the Buyer and any of its Affiliates; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement providing for the employment of or consultancy with any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 per year or providing material severance or retirement benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its stockholders, Affiliates, directors, officers, and or employees outside other than in the Ordinary Course of Business; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, Effect on the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Buyer; or (xvl) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000 per year. Target The Buyer has delivered to Buyer the Principal Sellers a correct and complete copy of each written agreement listed in §4(p) Section 4.19 of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 4.19 of the Disclosure Schedule. With Except as disclosed in Section 4.19 of the Disclosure Schedule, with respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) subject to the Buyer obtaining the necessary consents disclosed in Section 4.32 of the Disclosure Schedule, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on materially identical terms following the consummation of the transactions contemplated hereby; (iii) no party is in material breach or defaultdefault in any material respect, and and, to the Knowledge of the Buyer, no event has occurred that which with notice or lapse of time would constitute a material breach or defaultdefault in any material respect, or permit termination, material modification, or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with any of the Seller Sellers and his their Affiliates (other than Targetthe Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 20,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of the Target and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target has delivered to Buyer a A correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred is attached to in §Schedule 4(p) of the Disclosure Schedule). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p(a) Schedule 4.13(a) sets forth a true, correct and complete list of the Disclosure Schedule lists the following contracts and other agreements Contracts to which Target the Company Group is a party:party or by which the Company Group or any of its assets is bound (collectively, the “Material Contracts”): (i) any bond, debenture, note, loan, credit or loan agreement (or group loan commitment, mortgage, indenture, guarantee or other Contract relating to the borrowing of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annummoney; (ii) any agreement (or group of related agreements) for lease relating to the purchase or sale of raw materials, commodities, supplies, products, Leased Real Property or other lease or license involving any properties or assets (whether real, personal propertyor mixed, tangible or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000intangible); (iii) any Contract or agreement concerning a partnership that limits or joint venturerestricts the Company Group or any officers or key employees of the Company Group from engaging in any business in any jurisdiction; (iv) any agreement (or group of related franchising and licensing agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionemployment agreements; (vi) any material agreement with Contract, obligation or commitment that involves a potential commitment, including, without limitation, all open purchase orders issued outside the Seller and his Affiliates (other than Target)ordinary course of business, in excess of $25,000.00; (vii) any profit sharingagency, stock option, stock purchase, stock appreciation, deferred compensation, severance, brokerage or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesagreement with any insurance company; (viii) any collective bargaining agreementContract pursuant to which the Company Group provides any ancillary services or sells any ancillary products; (ix) any agreement Contract concerning the carrying, servicing or ownership of any customer account or any commissions or fees related thereto; (x) any Contract that restricts the distribution of the Company Group’s products; (xi) any Contract for capital expenditures or the acquisition or construction of fixed assets by the Company Group; (xii) any Contract that provides for any change in control, transaction, retention, stay or similar bonus or other payment or benefit, or accelerated vesting, upon the execution of this Agreement or in connection with the transactions contemplated hereby; (xiii) any Contract for the employment or retention of any officer, partner, individual employee, consultant, independent contractor or other individual on a full-time, part-timetime or consulting basis, consulting, including any such agreement or other basis contract providing annual compensation in excess of $25,000 or providing material for severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000payments; (xiv) any staffing agreement, temporary agency agreement, or similar agreement under which Target has advanced or loaned any other Person amounts in for the aggregate exceeding $5,000; orprovision of temporary labor; (xv) any collective bargaining agreement with any recognized trade or labor union or other agreement for the representation of labor; (xvi) any Contract granting any Person a Lien on all or group any part of related agreementsany of the Company Group’s assets; (xvii) any Contract 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 which involves consideration any environmental audit or study; (xviii) any Contract granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (xix) any Contract with any agent, distributor or representative that is not terminable without penalty on thirty (30) calendar days’ or less notice; (xx) any Government Contract; (xxi) any Contract with any manufacturer of the Company Group’s products; (xxii) any Contract related to the manufacturing of the Company Group’s products; (xxiii) any Contract with any supplier of materials used in the Company Group’s products, in excess of $5,00025,000.00; (xxiv) any Contract related to the Company Group’s information technology systems; (xxv) any Contract relating to the development, ownership, use, registration, or enforcement of, or exercise of any rights under, any Intellectual Property, provided that (1) licenses of commercially available off-the-shelf Software having a replacement cost of less than $25,000 that is not incorporated in, linked to, distributed with or used to host or provide any Company Group product or service or Owned Software and (2) nonexclusive licenses granted by the Company Group to its customers in the ordinary course of business consistent with past practice shall not be required to be set forth in (but shall be deemed to be set forth in) this Section 4.13(a)(xxv); (xxvi) any Contract providing for the indemnification or holding harmless of any officer, director, or employee; (xxvii) any joint venture or partnership Contract; (xxviii) any customer Contract for the provision of goods or services by the Company Group; (xxix) any outstanding power of attorney empowering any Person to act on behalf of the Company Group; and (xxx) any other existing Contract (other than those described in subparagraphs (i) through (xxix) of this Section 4.13(a)) that is material to the Company Group’s business to which the Company Group is a party or by which it or any of its assets is bound. Target has delivered to Buyer a True, correct and complete copy of each written agreement listed in §4(p) copies of the Disclosure Contracts required to be set forth on Schedule 4.13(a) have been delivered to Buyer. (as amended to dateb) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is The Material Contracts are legal, valid, bindingbinding and enforceable in accordance with their respective terms with respect to the Company Group, enforceableand, to the Knowledge of the Company, are legally valid and in full force and effect in all material respects; binding obligations of the other respective parties thereto. There are no existing defaults or breaches of the Company Group under any Material Contract (B) no party is in material breach or defaultevents or conditions which, and no event has occurred that with notice or lapse of time or both would constitute a material breach default or defaultbreach) and to the Company’s Knowledge, there are no such defaults (or permit terminationevents or conditions which, modificationwith notice or lapse of time or both, would constitute a default or accelerationbreach) with respect to any third party to any Material Contract. To the Company’s Knowledge, under there are no pending or threatened bankruptcy, insolvency or similar proceedings with respect to any party to such Material Contracts. The Company Group is not participating in any discussions or negotiations regarding modification of or amendment to any Material Contract or entry in any new Material Contract. Schedule 4.13(b) identifies each Material Contract set forth therein that requires the agreement; and (C) no consent of or notice to the other party has repudiated thereto to avoid any material provision breach, default or violation of such Material Contract in connection with the agreementtransactions contemplated hereby.

Contracts. 4(pss.4(n) of the Disclosure Schedule lists the following contracts and other agreements to which the Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 100,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Target, or involve consideration in excess of $5,000100,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 100,000 or under which it the Target has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than with the Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its current or former directors, officers, officers and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 100,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, officers and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Target; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000100,000. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pss.4(n) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pss.4(n) of the Disclosure Schedule. With respect to each such agreement, to Seller's Knowledge: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 4(m) of the Disclosure Schedule lists the following contracts and other agreements to which Target Lawriter is a partyparty and pursuant to which either party thereto has any outstanding performance obligation thereunder on the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one (1) year or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target)License Agreement; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesConsortium Licenses; (viii) any collective bargaining agreementthe Thunderstone Agreement; (ix) the Lawriter Operating Agreement; (x) the Trademark License Agreement; (xi) that certain Joint Venture Agreement, dated as of June 20, 2000, by and among the Association, OSBA, ▇▇▇▇ and Lawcorp (the “Joint Venture Agreement”); (xii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 10,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xixiii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvxiv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target has Sellers have delivered to Buyer a correct and complete copy of each written agreement listed in §4(pSection 4(m) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 4(m) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, enforceable and in full force and effect in all material respectseffect, and the other party to such agreement has no right to modify or terminate the same as a result of the consummation of the transactions contemplated hereby; (B) to the Knowledge of Lawriter, Sellers, and the directors, managers, and officers of Lawriter, no party is in material breach or default, default and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pSchedule 3.1(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target Timefire is a party: (i1) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii2) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to Timefire, or involve consideration in excess of $5,00025,000; (iii3) any agreement concerning a partnership or joint venture; (iv4) any material agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien security interest on any of its assets, tangible or intangible; (v5) any material agreement concerning confidentiality or non-competitionnoncompetition other than with clients and vendors in the Ordinary Course of Business; (vi6) any material agreement with the Seller and his Affiliates (other than Target); (viias set forth in Section 3(w) with respect to its employees, any profit sharing, stock unit option, stock unit purchase, stock unit appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directorsmanagers, officers, and employees; (viii7) any collective bargaining agreement; (ix) 8) any agreement other than on an employment-at-will basis for the employment of any individual on a full-timefull‑time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x9) any agreement under which it has advanced or loaned any amount to any of its directorsmanagers, officers, and employees outside the Ordinary Course of BusinessBusiness as of the Closing; (xi10) any agreement under which the consequences of a default or termination could reasonably be expected to may have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Effect on Timefire; or (xv11) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target Timefire has delivered to Buyer ENTK a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule3.1(o). With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) no party Timefire has not received written notice from the counterparty that it is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Ciii) no party has repudiated any material provision of the agreement.

Contracts. 4(p(a) of the Disclosure Schedule 4.15 lists the following contracts and other agreements (written or oral) to which Target Stronghold is a partyparty as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to or from any Person third parties providing for lease payments in excess of $5,000 50,000 per annumannum or having a remaining term longer than six months; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, products or for the furnishing or receipt of services, the services (A) which calls for performance of which will extend over a period of more than 1 year or involve consideration in excess one year, (B) which involves more than the sum of $5,00050,000 or (C) in which Stronghold has granted manufacturing rights, "most favored nation" pricing provisions or marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement concerning the establishment or operation of a partnership partnership, joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any (or may create, incur, assume or guarantee) indebtedness for borrowed money, or any (including capitalized lease obligation, in excess of obligations) involving more than $5,000 50,000 or under which it has imposed (or may impose) a Lien security interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality for the disposition of any significant portion of the assets or non-competitionbusiness of Stronghold (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vi) any material agreement with the Seller and his Affiliates (other than Target)concerning confidentiality or noncompetition; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, employment or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesconsulting agreement; (viii) any collective bargaining agreementagreement involving any current or former officer, director or stockholder of Stronghold or an affiliate thereof; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Stronghold; (xiix) any agreement under which it has granted contains any Person provisions requiring Stronghold to indemnify any registration rights other party (includingexcluding indemnities contained in agreements for the purchase, without limitation, demand and piggyback registration rightssale or license of products entered into in the Ordinary Course of Business);; and (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvxi) any other agreement (or group of related agreements) either involving more than $50,000 or not entered into in the performance Ordinary Course of which involves consideration in excess of $5,000. Target Business. (b) Stronghold has delivered to Buyer TDT a correct complete and complete accurate copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule4.16. With respect to each such agreementagreement so listed: (Ai) the agreement is legal, valid, bindingbinding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, enforceablevalid, binding and enforceable and in full force and effect immediately following the Closing in all material respectsaccordance with the terms thereof as in effect immediately prior to the Closing; and (Biii) no party neither Stronghold nor, to the knowledge of Stronghold, any other party, is in material breach or defaultviolation of, or default under, any such agreement, and no event has occurred that occurred, is pending or, to the knowledge of Stronghold, is threatened, which, after the giving of notice, with notice or lapse of time time, or otherwise, would constitute a material breach or defaultdefault by Stronghold or, or permit terminationto the knowledge of Stronghold, modification, or acceleration, any other party under the agreement; and (C) no party has repudiated any material provision of the such agreement.

Contracts. 4(p(a) of the Disclosure Schedule lists 3.13(a) identifies or describes the following contracts Contracts (other than Government Contracts and other agreements Leases) in effect on the date of this Agreement to which Target Company is a partyparty that provide for continuing obligations by or rights of any party thereto: (i) any agreement (or group of related agreements) for the lease of personal property Personal Property to or from any Person providing for lease payments in excess of $5,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal propertyPersonal Property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to Company in excess of , or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assetsAssets, tangible or intangible, other than the Permitted Liens; (v) any material agreement concerning confidentiality or non-competitionnoncompetition (other than customary agreements with an employee); (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ixvii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (xviii) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xiix) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Material Adverse EffectEffect on Company; (xiix) any agreement license, sublicense or other agreements or permissions under which it has granted Company is a licensee or otherwise is authorized to use or practice any Person any registration rights (including, without limitation, demand and piggyback registration rights)Intellectual Property; (xiiixi) any settlement, conciliation or similar agreement, the performance powers of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000attorney; or (xvxii) any other agreement (or group of related agreements) the performance which will result in a loss to Company in excess of which or involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Schedule 2.19 of the Disclosure Schedule Schedule, together with all other Schedules annexed hereto, lists the following contracts and other agreements to which Target is either the Company or its Subsidiaries are a partyparty as of the date hereof: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person person providing for lease payments in excess of $5,000 50,000 per annumannum or a term of more than one (1) year; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over has a period of term more than 1 year 12 months left on its term, or involve involves unpaid consideration in excess of $5,00050,000; (iiic) any agreement concerning a partnership or joint venture;venture agreement; FILING #0001705193 PG 36 OF 193 VOL B-00116 FILED 03/20/1997 03:00 PM PAGE 03402 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000, or under which it has imposed a Lien security interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with any of the Seller and his Affiliates Stockholders or their affiliates (other than Targetas such terms defined in Rule 144 under the Securities Act); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ixh) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits(other than agreements which are terminable without causing a Material Adverse Effect); (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xii) any agreement under which the consequences of a default or termination could reasonably be expected to would have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvj) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement100,000.

Contracts. 4(p) of the Disclosure Schedule SCHEDULE 3.13 lists the following contracts and other agreements to which Target Seller or any of the Subsidiaries is a party:party (other than those contracts and other agreements that constitute Excluded Assets or Excluded Liabilities): (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of Two Hundred Fifty Thousand Dollars ($5,000 250,000) per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one (1) year, or that would result in a material loss to the Seller or any of the Subsidiaries, or involve consideration in excess of Two Hundred Fifty Thousand Dollars ($5,000250,000); (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Two Hundred Fifty Thousand Dollars ($5,000 250,000) or under which it has imposed a Lien Encumbrance on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with any of the Seller and his Affiliates (other than Target)its directors, officers or the Subsidiaries; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of Two Hundred Fifty Thousand Dollars ($25,000 250,000) or providing material severance benefitsbenefits or payments upon a change of control; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xik) any settlement, conciliation or similar agreement under which material obligations remain to be performed by any party thereto; (l) any agreement, other than those listed on SCHEDULE 3.13, pursuant to which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiim) any lease treated as a capitalized lease; (n) any corporate integrity agreement; (o) any agreement under which it has granted Seller or any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding Two Hundred Fifty Thousand Dollars ($5,000; or250,000); (xvp) any other agreement (or group of related agreements) the performance of which involves consideration in excess of Two Hundred Fifty Thousand Dollars ($5,000250,000); and (q) each item of Secured Indebtedness. Target The Seller has made available or delivered to Buyer the Purchaser a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed on SCHEDULE 3.13 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSCHEDULE 3.13. With respect to each such agreement: , except to the extent otherwise limited by applicable bankruptcy law or an Order of the Bankruptcy Court, (A) the agreement is legal, valid, bindingbinding and enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding and enforceable, and in full force and effect in all material respectsfollowing the consummation of the transactions contemplated hereby; (BC) neither the Seller nor any Subsidiary (and, to the knowledge of the Seller, no party other party) is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) neither the Seller nor any Subsidiary (and, to the knowledge of the Seller, no party other party) has repudiated any material provision of the agreement. In addition, the Seller has made available to the Purchaser a true and correct copy of the current draft of the form of Medicare corporate integrity agreement (the "CORPORATE INTEGRITY AGREEMENT") to be entered into with respect to the long term care business operated by the Seller and the Subsidiaries.

Contracts. 4(p(a) Section 3.25 of the Company Disclosure Schedule Letter lists the following contracts and other agreements to which Target any of the Company and its Subsidiaries is a party:party as of the date hereof (the “Material Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 100,000 per annumannum for any one lease; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to any of the Company and its Subsidiaries, or involve consideration in excess of $5,000100,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 100,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller and his Affiliates (other than Target)of the Company; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) Effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of the Company and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct 100,000 annually, other than purchase orders with customers or suppliers in the ordinary course of business. (b) True and complete copy of each written agreement listed in §4(p) copies of the Disclosure Schedule (as amended Material Contracts, including all amendments, supplements and modifications to date) and each such Material Contract have been made available for review by Purchaser, or in the case a Material Contract described above is not written, the Company has provided Purchaser a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Scheduleagreement. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable against the Company, and to the Knowledge of the Company, against the other party thereto, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respectson identical terms immediately following the consummation of the transactions contemplated hereby (other than as disclosed on Section 3.4 of the Company Disclosure Letter); (BC) no party is in material breach or default, in any material respect, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) to the Knowledge of the Company, no party has repudiated any material provision of the agreement. (c) Except as set forth on Section 3.10 of the Company Disclosure Letter, and to the Knowledge of the Company, the Company is not in material breach of any of the representations, warranties, covenants and agreements contained in or relating to the NP Aerospace Sale Agreement or the ▇▇▇▇▇▇▇ Purchase Agreement. As of the date hereof, the Company has not received any notice and otherwise has no Knowledge of a breach of the NP Aerospace Sale Agreement or the ▇▇▇▇▇▇▇ Purchase Agreement other than as set forth on Section 3.10 of the Company Disclosure Letter. The NP Aerospace Sale Agreement and the ▇▇▇▇▇▇▇ Purchase Agreement are in full force and effect as of the date hereof.

Contracts. Section 4(p) of the Disclosure Schedule lists the following --------- contracts and other agreements to which Target any of the Company and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of Fifty Thousand Dollars ($5,000 50,000) per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one (1) year, result in a loss to any of the Company and its Subsidiaries, or involve consideration in excess of Fifty Thousand Dollars ($5,00050,000); (iii) any agreement concerning which causes the Company or any of its Subsidiaries to be a member of a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Fifty Thousand Dollars ($5,000 50,000) or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning binding the Company to confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller Sellers and his their Affiliates (other than Targetthe Company and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-full- time, part-time, consulting, or other basis providing annual compensation in excess of Fifty Thousand Dollars ($25,000 50,000) or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) material adverse effect on the Business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of the Company and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of Fifty Thousand Dollars ($5,00050,000). Target has The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in §Section 4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §Section 4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; (D) to the Sellers' knowledge no party is required to pay an amount in excess of the fair market value for goods, services or leased property or to sell goods or services at less than cost; and (CE) no party has repudiated any material provision of the agreement.

Contracts. 4(pss.3(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target Quantum is a party: (i) any Any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (ii) any Any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to Quantum, or involve consideration in excess of $5,000; (iii) any Any agreement concerning a partnership or joint venture; (iv) any Any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material Any agreement concerning confidentiality or non-competition; (vi) any material Any agreement with involving the Seller Quantum Stockholder and his Affiliates (other than TargetQuantum); (vii) any Any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any Any collective bargaining agreement; (ix) any Any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 30,000 or providing material severance benefits; (x) any Any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any Any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect;material adverse effect on the business, financial condition, operations, results of operations, or future prospects of Quantum; or (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any Any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target Quantum has delivered to Buyer TPII a correct and complete copy of each written agreement listed in §4(pss.3(o) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pss.3(o) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule SCHEDULE 3.19 lists the following contracts Contracts and other agreements to which Target the Company or any of its Subsidiaries is a partyparty as of the date hereof: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 *** per annumannum or a term of more than one (1) year; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, which involves consideration in excess of ***, or for the furnishing or receipt of services, the performance of which will extend over has a period of term more than 1 year six months, or involve involves consideration in excess of $5,000***; (iiic) any agreement concerning a partnership or joint ventureventure agreement; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 ***, or under which it has imposed a Lien Security Interest on any of its assetsAssets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with any of the Seller Stockholders and his Affiliates (other than Target)their respective Affiliates; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material *** plan or arrangement (including any Employee Benefit Plan) for the benefit of its current or former directors, officers, officers and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 ***, or providing material severance benefits;; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Company Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvk) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000***. Target The Company has delivered to Buyer Parent a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) SCHEDULE 3.19 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSCHEDULE 3.19. With respect to each such agreement, and except as otherwise disclosed in SCHEDULE 3.19: (Ai) the such agreement is legal, valid, binding, enforceable, enforceable and in full force and effect in all material respects; (Bii) such agreement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respects following the consummation of the transactions contemplated hereby; (iii) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification of any material term or condition or acceleration, under the such agreement; and (Civ) no party has repudiated any material provision of the such agreement.

Contracts. 4(p(a) Schedule 5.11 lists all of the Disclosure following written agreements (other than any agreements set forth on Schedule lists 5.12) related to Holdco, the following contracts and other agreements to which Target is a partyCompany or any of the Company’s Subsidiaries: (i) any agreement (or group of related agreements) for the lease performance of personal property to or from any Person providing for lease payments which will involve annual consideration in excess of $5,000 per annum1,000,000; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000energy supply agreement; (iii) any agreement concerning a partnership agreements between the Company or joint venturethe Company’s Subsidiaries and their customers; (iv) any agreements relating to material partnerships, joint ventures or other arrangements involving a sharing of profits or expenses; (v) any agreement (or group of related agreements) under which it the Company or any of the Company’s Subsidiaries has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, Debt in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition1,000,000; (vi) any material agreement with agreements containing covenants prohibiting or limiting the Seller and his Affiliates (other than Target)right to compete of the Company or any of the Company’s Subsidiaries; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement similar agreement for the benefit of its current or former directors, officers, and employeesemployees and with respect to which the Company or any of the Company’s Subsidiaries may have liability; (viii) any collective bargaining agreementagreement with any labor organization; (ix) any settlement, conciliation or similar agreement for with any governmental authority or, pursuant to which, will require payment (after the employment execution date of this Agreement) by the Company or any individual on a full-time, part-time, consulting, or other basis providing annual compensation of the Company’s Subsidiaries of consideration in excess of $25,000 or providing material severance benefits1,000,000; (x) any agreement under which it has advanced for the lease of personal property to or loaned from any amount to any Person involving annual consideration in excess of its directors, officers, and employees outside the Ordinary Course of Business$1,000,000; (xi) any other agreement under which the consequences of a default or early termination could would be reasonably be expected likely to have a Material Adverse Effect;; and (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, indenture, instrument, order of any court or any governmental agency rule or regulation which contains any restriction on Holdco (after its formation) or the performance Company or any of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target Company’s Subsidiaries to make distributions or pay dividends. Seller has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered made available to Buyer Buyers a correct and complete copy of each written material agreement (including all amendments thereto) listed in §4(p) on Schedule 5.11 (except to the extent noted therein). To the Knowledge of Seller, after due inquiry, the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect Company or its Subsidiary party thereto has performed in all material respects; (B) no party is in material breach or defaultrespects the obligations required to be performed under the agreements listed on Schedule 5.11, and no event breach by the other party to such agreement, has occurred that with notice and is continuing, except for such failures to perform or lapse breaches as would not have a Material Adverse Effect. To the Knowledge of time would constitute a material breach or defaultSeller, or permit terminationafter due inquiry, modification, or acceleration, under neither the agreement; and (C) no party has repudiated Company nor any material provision of the agreementCompany’s Subsidiaries has received any written notice of any default under any agreement listed on Schedule 5.11 that has not been cured, nor has it received any written termination notice with respect thereto, except for any such default or termination as would not have a Material Adverse Effect.

Contracts. 4(pSection 4(n) of the Disclosure Schedule lists the following contracts and other agreements to which Target RS is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to RS, or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller and his Affiliates (other than Target)Sellers or any Affiliate of the Sellers; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectEffect on the Business; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights);all agreements for the provision of services to Current Accounts and (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) other than for services the performance of which involves consideration in excess of $5,00050,000. Target RS has delivered made available to Buyer TeamStaff a true and correct and complete copy of each written agreement all agreements listed in §4(pSection 4(n) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the RS Disclosure Schedule; provided, however, that, with respect to the Government Staffing Contracts, all work orders related thereto have been summarized and such summary provided to TeamStaff, which such summary is true and correct in all material respects. With respect to each such agreement, assuming due authorization, execution and delivery thereof by parties to such agreements other than RS: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (B) no party the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (C) RS is not in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; (D) to RS' Knowledge any other party to such agreement is not in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default; and (CE) no party has repudiated any material provision of the agreement. Notwithstanding any representations and warranties contained in this Section 4(n), the Parties agree and acknowledge that any Government Staffing Contract may be modified and/or terminated at any time by the governmental entity party thereto, with or without reason and with or without prior notice, in accordance with the provisions of such Government Staffing Contract.

Contracts. 4(p(a) The Company Disclosure Letter and the Company's Annual Report on Form 10-K for the year ended December 31, 2001 and the exhibits contained or incorporated by reference therein together set forth a complete and accurate list of the Disclosure Schedule lists the following contracts and other all material agreements to which Target the Company is a party: , as of the date of this Agreement and the Closing Date, including: (i) any agreement (contract covering compensation and employment or group service of related agreements) for any officer, employee or consultant or relating to any loan from the lease of personal property Company to an officer, director or from any Person providing for lease payments in excess of $5,000 per annum; Affiliate; (ii) any agreement (indenture, mortgage, loan, credit or group of related agreements) for similar contract under which the purchase Company has borrowed any money or sale of raw materialsissued any note, commoditiesbond, supplies, products, indenture or other personal property, or for the furnishing or receipt evidence of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, sold and leased back assets or guaranteed indebtedness for others (including hedge, swap, exchange or similar contracts entered into in the ordinary course of business), whether or not reflected in the Company SEC Documents; (iii) any guarantee by the Company of any obligation of another or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; Hedge; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiiiv) any agreement under which it has granted any Person individual or entity any registration rights (including, without limitation, including demand and piggyback registration rights); ; (xiiiv) any settlement, conciliation agreement between the Company and its stockholders or similar agreement, the performance among its stockholders (of which will involve payment after the Closing Date Company has Knowledge) concerning corporate governance or related matters; (vi) any agreement respecting any partnership, joint venture or right of consideration first refusal; (vii) any agreement requiring capital expenditures, other than those on the capital expenditure budget for 2002 in the form included in the Company Disclosure Letter (the "2002 CAPITAL EXPENDITURE BUDGET") in excess of $5,000; 100,000; (xivviii) any agreement under contract (A) by which Target has advanced the Company or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration Company Subsidiary is obligated to make future payments in excess of $5,000. Target has delivered to Buyer 50,000 or sell assets with a correct and complete copy book value in excess of each written agreement listed $50,000 in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableaggregate, and in full force and effect in all material respects; (B) no party which is not entered into in the ordinary course of the conduct of its business consistent with past practices; (ix) any non-competition agreements or any other agreements or obligations which purport to limit in any material breach respect the manner in which, or defaultthe localities in which, all or any substantial portion of the business of the Company is conducted; (x) any contract not terminable at will without penalty with any stockholder of the Company or any affiliate of any stockholder of the Company; (xi) any plan, contract or arrangement providing for bonuses, pensions, deferred compensation, retirement plan payments, profit sharing, incentive pay or any other employee right or benefit (the agreements, contracts and obligations specified above, collectively the "COMPANY Contracts"). (b) The Company has made, and, prior to the Closing Date, will continue to make, available to Parent at the Company's offices for copying each Lease, and no event each agreement or other contract related to the Oil and Gas Properties listed in the Reserve Report as having a PW 10 Value of $100,000 or greater (each of such Oil and Gas Properties a "MATERIAL OIL AND GAS PROPERTY" of a type described below which it has occurred that in its possession or control (collectively with notice each Lease related to the Material Oil and Gas Properties, "MATERIAL OIL AND GAS CONTRACTS"): (i) for the future sale, lease, farmout or lapse other disposition of time would constitute any Lease or Wells; (ii) ▇▇▇▇r which exists a material breach gas or defaultoil imbalance; (iii) which constitutes a partnership, joint venture or agreement pursuant to which the Company has granted any Person a right of first refusal, preemptive rights of purchase, or permit terminationother option to acquire any Material Oil and Gas Property; (iv) which constitutes a farmin or farmout agreement, modificationparticipation agreement or other contract that will increase or decrease the Company's Working Interest or Net Revenue Interest in any Lease or Well from the Working Interest or Net Revenue Interest set forth in the Reserve Report including any such increase or decrease resulting from any reversion, "back-in," "carried" interest arrangement, non-consent arrangement, conversion option or acceleration, under the agreementother similar provision; and (C) no party has repudiated any material provision of the agreement.and

Contracts. 4(pSection 4(m) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a partyparty and pursuant to which either party thereto has any outstanding performance obligation thereunder on the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materialsmaterials and data, commodities, supplies, products, or other personal property, or for the furnishing or receipt of servicesServices, the performance of which will extend over a period of more than 1 one (1) year or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target)Thunderstone Agreement; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesTrademark License Agreement; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 10,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xiix) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvx) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target Parent has delivered to Buyer a correct and complete copy of each such written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral such agreement referred to in §4(p) of the Disclosure Schedulewhich is oral. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, enforceable and in full force and effect in all material respectseffect, and the other party to such agreement has no right to modify or terminate the same as a result of the consummation of the transactions contemplated hereby; (B) no party is in material breach or default, default and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pss.3(l) of the Disclosure Schedule lists all material contracts, including the following contracts and other agreements to which Target the Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 3,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materialsmachinery, commodities, equipment or supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Seller, or involve consideration in excess of $5,0005,000.00; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 5,000.00 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with involving the Seller Stockholder and his Affiliates (other than Target)Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 5,000.00 or providing material severance benefits; (xviii) any agreement under which it has advanced or loaned any amount to any of its the directors, officers, and employees of the Seller outside the Ordinary Course of Business; (xiix) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Seller; or (xvx) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0005,000.00. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pss.3(l) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pss.3(l) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legalvalid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in all material respectsss.2 above); (BC) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Section 4.15 of the Disclosure Schedule lists the following contracts and other agreements to which Target any of G-Soft and its Subsidiaries is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with any of the Seller Sellers and his their Affiliates (other than TargetG-Soft and its Subsidiaries); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 75,000 or providing material any severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand Effect on G-Soft and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvl) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00075,000. Target has The Sellers have delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) Section 4.15 of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 4.15 of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 3(p)(1) of the Disclosure Schedule lists the following contracts and other agreements Contracts to which Target FPP, IFS or any of the Subsidiaries is a party:party (the “Material Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 75,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to FPP, IFS or involve any of the Subsidiaries, or involves consideration in excess of $5,000250,000 in any twelve (12) month period; (iii) any agreement concerning a partnership or partnership, joint venture, or limited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 75,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitioncompetition or exclusive dealing entered into by Sellers in the Ordinary Course of Business; (vi) any material agreement with the Seller involving any stockholder of Sellers and his its Affiliates (other than TargetFPP, IFS and the Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, independent contractor or other basis providing annual compensation in excess of $25,000 100,000 or providing material severance benefitsbenefits or providing benefits under the terms of any Target Business Employee Benefit Plan; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights with respect to shares of stock of Sellers or any of the Subsidiaries (including, without limitation, including demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,00075,000; (xiv) any agreement under which Target FPP, IFS or any of the Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or75,000 during any twelve (12)-month period; (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000250,000 during any twelve (12)-month period; (xvi) any undocumented supply or purchase agreement, or any undocumented amendment to any supply or purchase agreement involving consideration in excess of $75,000 during any twelve (12)-month period; or (xvii) all Contracts that require the Consent of the other party to the Contract in order for Buyer to assume the Contract. Target has Sellers have delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed in Section 3(p)(1) of the Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to listed in §4(pSection 3(p)(1) of the Disclosure Schedule. With Except as set forth in Section 3(p)(2) of the Disclosure Schedule, with respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects(subject to creditors’ rights, generally); (B) subject to the provisions of Section 6(b)(ii), the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2); (C) Sellers are not in breach of the agreement and, to Seller’s Knowledge, no other party is in material breach or default, default and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement. Sellers represent and warrant that the Contracts listed on Exhibit E, Annex E-4, have been fully performed and have no remaining benefit, financial or otherwise, to the Target Business, and that the only remaining financial obligations for the Target Business under those Contracts are those expressly listed on Exhibit E, Annex E-4.

Contracts. 4(p) Section 3.15 of the DSW Disclosure Schedule lists the --------- following contracts contracts, agreements, commitments and other agreements arrangements to which Target DSW is a partyparty or by which DSW or any of its assets is bound: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000; (iiic) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors; (d) any agreement concerning a partnership or joint venture; (ive) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, money or any capitalized lease obligation, obligation in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (vf) any material agreement concerning confidentiality confidentiality, noncompetition or non-competitionrestraint of trade; (vig) any material agreement with the Seller and his any DSW stockholder or any of such stockholder's Affiliates (other than Target)DSW) or with any Affiliate of DSW; (viih) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiii) any collective bargaining agreement; (ixj) any agreement for the employment (other than employment agreements that are terminable at-will by DSW without incurring any liability to DSW for severance payments, acceleration of vesting or acceleration of any other payment payable by DSW) of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsbasis; (xk) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and or employees outside other than amounts advanced for business expenses incurred in the Ordinary Course of Business; (xil) any agreement under which the consequences of a default or termination could be reasonably be expected to have a Material Adverse EffectEffect on DSW; (xiim) any agreement under which it has granted with any Person any registration rights (including, without limitation, demand and piggyback registration rights)original equipment manufacturer entered into or performed by DSW since its inception; (xiiin) any settlementagreement pursuant to which DSW is obligated to provide maintenance, conciliation support or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000training for its products; (xivo) any standard form agreement used by DSW, including, but not limited to, any purchase order, statement of standard terms and conditions of sale, or employment offer letter; (p) any agreement under pursuant to which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000of DSW's products is manufactured; orand (xvq) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000 or which is expected to continue for more than six months from the date hereof. Target DSW has delivered to Buyer FAA a correct and complete copy of each written agreement listed in §4(p) Section 3.15 of the DSW Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 3.15 of the DSW Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects, 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, regardless of whether asserted in a proceeding in equity or at law; (B) no neither DSW nor, to the knowledge of DSW and the Major Shareholders, any other party is in material breach or defaultdefault of any material provision of such agreement, and no event has occurred that occurred, which with notice or lapse of time would constitute such a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no neither DSW nor, to the knowledge of DSW and the Major Shareholders, any other party has repudiated any material provision of the agreement; and (D) DSW and the Major Shareholders do not have any reason to believe that the service called for thereunder cannot be supplied in accordance with its terms.

Contracts. 4(p(a) Section 3.25 of the Company Disclosure Schedule Letter lists the following contracts and other agreements to which Target any of the Company and its Subsidiaries is a party:party as of the date hereof (the “Material Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 100,000 per annumannum for any one lease; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to any of the Company and its Subsidiaries, or involve consideration in excess of $5,000100,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 100,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller and his Affiliates (other than Target)of the Company; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business;; 369958_13 (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) Effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of the Company and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct 100,000 annually, other than purchase orders with customers or suppliers in the ordinary course of business. (b) True and complete copy of each written agreement listed in §4(p) copies of the Disclosure Schedule (as amended Material Contracts, including all amendments, supplements and modifications to date) and each such Material Contract have been made available for review by Purchaser, or in the case a Material Contract described above is not written, the Company has provided Purchaser a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Scheduleagreement. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable against the Company, and to the Knowledge of the Company, against the other party thereto, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respectson identical terms immediately following the consummation of the transactions contemplated hereby (other than as disclosed on Section 3.4 of the Company Disclosure Letter); (BC) no party is in material breach or default, in any material respect, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) to the Knowledge of the Company, no party has repudiated any material provision of the agreement. (c) Except as set forth on Section 3.10 of the Company Disclosure Letter, and to the Knowledge of the Company, the Company is not in material breach of any of the representations, warranties, covenants and agreements contained in or relating to the NP Aerospace Sale Agreement or the ▇▇▇▇▇▇▇ Purchase Agreement. As of the date hereof, the Company has not received any notice and otherwise has no Knowledge of a breach of the NP Aerospace Sale Agreement or the ▇▇▇▇▇▇▇ Purchase Agreement other than as set forth on Section 3.10 of the Company Disclosure Letter. The NP Aerospace Sale Agreement and the ▇▇▇▇▇▇▇ Purchase Agreement are in full force and effect as of the date hereof.

Contracts. 4(p) Schedule 4.28 sets forth a list of the Disclosure Schedule lists the following all material contracts and other agreements to which Target Morex is a partyparty including: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (iia) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, not entered into in the performance ordinary course of which will extend over a period of more than 1 year or involve consideration in excess of $5,000business; (iiib) any agreement concerning a partnership partnership, joint venture or joint limited liability company venture; (ivc) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness Indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under pursuant to which it has imposed a Lien has been placed on any of its assets, tangible or intangible, in excess of $10,000; (vd) any material agreement concerning confidentiality or non-competition; (vie) any material agreement with the Seller between any Member or their Affiliates and his Affiliates (other than Target)Morex; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (xf) any agreement under which it Morex has advanced or loaned any amount monies to any of its directorsdirector, officersofficer, and employees outside the Ordinary Course of Businessor employee; (xig) any agreement under which restricts Morex from engaging in the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectBusiness anywhere in the world; (xiih) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation settlement or similar agreement, the performance of which will involve payment require Morex to pay, or entitles Morex to receive, after the Closing Date of consideration in excess of $5,00010,000; (xivi) 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; (j) any powers of attorney (other than a power of attorney given in the ordinary course of business for routine Tax matters); (k) any contract relating to pending capital expenditures of Morex in excess of $10,000; (l) any agreement under which Target Morex has advanced or loaned any other Person amounts in the aggregate exceeding $5,00010,000; orand (xvm) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target Morex has delivered delivered, or made available, to Buyer THK, a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 4.28 (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement agreement, if any, referred to in §4(p) of the Disclosure ScheduleSchedule 4.28. With respect to each such agreement: (A) the Each agreement is the legal, valid, bindingbinding obligation of the parties thereto, enforceableenforceable against each party except as enforcement may be limited by bankruptcy, and 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 full force and effect a proceeding in all material respects; (B) no equity or at law). No party to any agreement is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pSchedule 3(n) of the Disclosure Schedule lists the following contracts and other agreements to which Target each Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 1,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, property or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to such Seller or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, money or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ixvii) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 20,000 or providing material severance benefits; (xviii) any agreement under which it has advanced or loaned any amount of money to any of its directors, officers, officers and employees outside the Ordinary Course of Business; (xiix) any agreement under which the consequences of a default or termination could reasonably be expected to have result in a Material Adverse EffectChange; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvx) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000; or (xi) any management, service, supply, maintenance or other agreement or understanding respecting the Boise Property or any premises covered by a Real Property Lease providing for payments in excess of $1,000 per annum. Target Except for agreements as to which Buyer is a signatory and those agreements relating solely to Excluded Assets, each Seller has delivered to Buyer a correct and complete copy of each written agreement and any amendments thereto listed in §4(p) of the Disclosure on Schedule (as amended to date3(n) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 3(n). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (B) except as disclosed on Schedule 3(n), the agreement will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in all material respectsSection 2 above); (BC) such Seller is not and, to the Knowledge of Sellers and Principal Officer, no other party to the agreement is in material breach or default, and no event has occurred that which with the giving of notice or lapse of time time, or both, would constitute a material breach or default, default or permit termination, modification, modification or acceleration, under the agreement; and (CD) such Seller has not and, to the Knowledge of Sellers and Principal Officer, no other party has repudiated any material provision of the agreement.

Contracts. 4(p) Schedule 4.14 of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a partyparty or is bound: (i) any agreement pursuant to which the Company provides or has agreed to provide sleep disorder or disturbance services to or for the benefit of any Person; (ii) any agreement (or group of related agreements) ), for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumPerson; (iiiii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iiiiv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target)concerning confidentiality or noncompetition; (vii) any agreement involving Molfetta, the Trust and/or any of their respective Affiliates or relatives; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its current or former directors, officers, and officers and/or employees; (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsbasis; (xxi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of BusinessPerson; (xixii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingan adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Company; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0005,000.00. Target The Company has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 4.14 (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 4.14. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (BC) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p(i) Section 4(o) of the Seller Disclosure Schedule lists the following contracts and other agreements to which Target any of Seller and its Subsidiaries is a party: (iA) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumPerson; (iiB) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to any of Seller and its Subsidiaries, or involve consideration in excess of $5,00010,000; (iiiC) any agreement concerning a partnership or joint venture; (ivD) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien an Encumbrance on any of its assets, tangible or intangible; (vE) any material agreement concerning confidentiality or non-competitionnoncompetition; (viF) any material agreement with involving any of the Seller Principal Stockholders and his their Affiliates (other than Target)Seller and its Subsidiaries) or any officers or directors of Seller; (viiG) any Employee Benefit Plan, profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiiH) any collective bargaining agreement; (ixI) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (xJ) any agreement under which it has advanced or loaned any amount to any of its current or former directors, officers, and employees outside the Ordinary Course of Businessemployees; (xiK) any supply or vendor agreement under which Seller receives any services, goods, or other items (including Internet bandwidth) the performance of which involves consideration in excess of $10,000; (L) any agreement under which the consequences of a default or termination could reasonably be expected to have a cause Seller Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvM) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target 10,000 in the aggregate over the term of the Agreement; (N) any other contract, lease, license or other agreements or arrangements that is used in the operation by Seller of its business; and (O) any agreement imposing any material restriction on the right of Seller or any of its Subsidiaries to compete with any other Person. (ii) The documents listed on Section 4(o) of Seller Disclosure Schedule and identified as Acquired Contracts constitute all of the contracts, leases, accounts receivable, licenses, instruments and other agreements or arrangements used by Seller and its Subsidiaries in the operation of its business other than Excluded Assets. (iii) Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pSection 4(o) of the Seller Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 4(o) of the Seller Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(pss.3(r) of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a partyparty on the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of servicesservices (including maintenance), the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000 per annum; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangibleintangible or any agreement under which it is a guarantor or otherwise is liable for any Liability or obligation (including indebtedness) of any other Person; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiivii) any collective bargaining agreement; (ixviii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 75,000 or providing material severance or change of control benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of the Target and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries taken as a whole; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000100,000. Target has delivered provided the Buyer with access to Buyer a correct and complete copy of each written agreement listed in §4(pss.3(r) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pss.3(r) of the Disclosure Schedule. With respect to each any such agreementagreement which is material to the business, financial condition, operations, results of operations or future prospects of the Target and its Subsidiaries taken as a whole: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule 7.16 lists the following contracts and other agreements to which Target any of Enviroq and its Subsidiaries is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 20,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00020,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 20,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with the Seller and his any Affiliates (other than Target)of Enviroq; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ixh) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 20,000 or providing material severance benefits; (xi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect;material adverse effect on the business, financial condition, operations, results of operations, or future prospects of Enviroq and its Subsidiaries not identified on any other Schedule hereto; and (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvk) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00020,000. Target has delivered On or before the Schedule Delivery Date, Enviroq will deliver to Buyer Purchaser, or make available for Purchaser's review, a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 7.16 (as amended to date), which shall be deemed to be Schedules for purposes of Section 6.1(f) hereof, and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Schedule 7.16. Except as set forth on Schedule 7.16, to the Knowledge of any of the Disclosure Schedule. With directors and officers of Enviroq, with respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Schedule 4.28 sets forth a list of the Disclosure Schedule lists the following all material contracts and other agreements to which Target PrimaryAds is a party:party including (the “Designated Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (iia) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, not entered into in the performance ordinary course of which will extend over a period of more than 1 year or involve consideration in excess of $5,000business; (iiib) any agreement concerning a partnership partnership, joint venture or joint limited liability company venture; (ivc) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness Indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under pursuant to which it has imposed a Lien has been placed on any of its assets, tangible or intangible, in excess of $10,000; (vd) any material agreement concerning confidentiality or non-competition; (vie) any material agreement with the Seller between any Shareholder or their Affiliates and his Affiliates (other than Target)PrimaryAds; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (xf) any agreement under which it PrimaryAds has advanced or loaned any amount monies to any of its directorsdirector, officersofficer, and employees outside the Ordinary Course of Businessor employee; (xig) any agreement under which restricts PrimaryAds from engaging in the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectBusiness anywhere in the world; (xiih) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation settlement or similar agreement, the performance of which will involve payment require PrimaryAds to pay, or entitles PrimaryAds to receive, after the Closing Date of consideration in excess of $5,00010,000; (xivi) 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; (j) any powers of attorney (other than a power of attorney given in the ordinary course of business for routine Tax matters); (k) any contract relating to pending capital expenditures of PrimaryAds in excess of $10,000; (l) any agreement under which Target PrimaryAds has advanced or loaned any other Person amounts in the aggregate exceeding $5,00010,000; orand (xvm) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target To the extent reflected on Schedule 4.28, PrimaryAds has delivered delivered, or made available, to Buyer THK, a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 4.28 (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement agreement, if any, referred to in §4(p) of the Disclosure ScheduleSchedule 4.28. With respect to each such agreement: (A) the Each agreement is the legal, valid, bindingbinding obligation of the parties thereto, enforceableenforceable against each party except as enforcement may be limited by bankruptcy, and 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 full force and effect a proceeding in all material respects; (B) no equity or at law). No party to any agreement is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of FIVE THOUSAND DOLLARS ($5,000 5,000) per annum; (ii) any agreement (or group of related agreements) for the purchase or purchase, sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, transfer agent services by the performance of Company and which will extend over a period of more than 1 year or involve consideration in excess of $5,000the Company and the Seller deem to be active accounts; (iii) any agreement (or group of related agreements) for the purchase, sale or for the furnishing of transfer agent services by the Company and which the Company and the Seller deem to be inactive accounts; (iv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of FIVE THOUSAND DOLLARS ($5,000 5,000) or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (vvi) any material agreement concerning confidentiality or non-competitionnoncompetition; (vivii) any material agreement with the Seller and his Affiliates (other than Targetthe Company); (viiviii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees;; Employment Contracts referencing such are include as per above. (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of FIVE THOUSAND DOLLARS ($25,000 5,000) or providing material severance benefits; (xxi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xixii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Company; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves whichinvolves consideration in excess of FIVE THOSUAND DOLLARS ($5,000). Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement (as amended to date) listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller Sellers and his their Affiliates (other than Targetthe Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 20,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of the Target and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target has delivered to Buyer a A correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred is attached to in §Schedule 4(p) of the Disclosure Schedule). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(pss.4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target any of the Company and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller Sellers and his their Affiliates (other than Targetthe Company and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 10,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand operations, results of operations, or future prospects of the Company and piggyback registration rights); (xiii) any settlementits Subsidiaries, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000taken as a whole; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target The Company has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pss.4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) to the Knowledge of the Principal Holders, no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pParagraph 3(o) of the Disclosure Schedule lists the following oral and written contracts and other agreements to which Target any of the Sellers is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 100,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,000100,000 (other than purchase orders with customers or suppliers entered into in the Ordinary Course of Business); (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it any Seller has created, incurred, assumed, assumed or guaranteed any indebtedness Indebtedness for borrowed moneyBorrowed Money, or any capitalized lease obligation, obligation in excess of $5,000 100,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionrestricting such Seller's ability to compete with another Person; (vi) any material agreement with the involving any Seller and his Affiliates Stockholder or Related Person of such Seller Stockholder (other than Target)any of the Sellers) involving consideration in excess of $100,000; (vii) any agreement with any other Seller outside the Ordinary Course of Business; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, compensation or other material severance plan or arrangement for the benefit of its current or former directors, officers, officers and employees; (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefitsbenefits in excess of $50,000; (xxi) any agreement under which it any Seller has advanced or loaned any amount to any of its directors, officers, officers and employees in excess of $50,000; and (xii) any other contract entered into outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement Business (or group of related agreements) the performance of which involves consideration in excess of $5,000100,000. Target has The Sellers have delivered or made available to Buyer the Buyers a correct and complete copy of each written contract or other agreement listed in §4(pparagraph 3(o) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule). With respect to each such agreement: , (Ai) the agreement is legal, valid, binding, enforceable, enforceable and in full force and effect in all material respectseffect; (Bii) no the Sellers are not, and to the Knowledge of the Seller Stockholders the other party to such contract is not, in material breach or defaultdefault of such agreement, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the agreement; and (Ciii) the Sellers have not, and to the Knowledge of the Seller Stockholders no other party has to such agreement has, repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule 3.15 lists the following contracts and all other agreements --------- ------------- agreements, in excess for all such contracts, of $12,000, in the aggregate per year for all such contracts, to which Target the Seller is a party: (ia) any Any agreement (or group of related agreements) , in the aggregate), for the lease of personal property to or from any Person providing for lease payments in the aggregate, in excess of $5,000 2,500 per annum; (iib) any Any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a [material] loss to the Seller, or involve consideration in excess of $5,0005,000 per annum in the aggregate; (iiic) any Any agreement concerning a partnership or joint venture; (ivd) any Any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligationCapitalized Lease Obligation, in excess of $5,000 1,000 in the aggregate or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (ve) any material Any agreement concerning confidentiality or noncompetition with non-competitionemployees or non-competition agreements that restrict Seller; (vi) any material agreement with the Seller and his Affiliates (other than Target); (viif) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material [material] plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiig) any collective bargaining agreement; (ixh) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 per annum or providing material severance benefits; (xi) any agreement under which it is has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) [material] adverse effect on the business, financial condition, operations, results of operations, or future prospects of any agreement under which it has granted any Person any registration rights (including, without limitation, demand of the Seller and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvk) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0005,000 per annum in the aggregate. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 3.15 (as amended to date) and a written ------------- summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 3.15. With Except as disclosed on Schedule 3.15 or Schedule 3.06 with ------------- ------------- ------------- particular specificity, with respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to herein); (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; (D) and no amount of payment thereunder is past due, and (CE) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 3.1 (q) of the Disclosure Schedule --------- lists the following contracts and other agreements to which Target is a partyRFS: (i1) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of Twenty Five Thousand and No/100 Dollars ($5,000 25,000.00) per annum; (ii2) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to RFS, or involve consideration in excess of Twenty Five Thousand and No/100 Dollars ($5,00025,000.00) per annum; (iii3) any agreement concerning a partnership or joint venture; (iv4) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Twenty Five Thousand and No/100 Dollars ($5,000 25,000.00) per annum or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v5) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi6) any material agreement with any of the Seller Shareholders and his their Affiliates (other than TargetRFS); (vii7) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) 8) any collective bargaining agreement; (ix9) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of One Hundred Thousand and No/ 100 Dollars ($25,000 100,000.00) or providing material severance benefits; (x10) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi11) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingan adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, the performance future prospects of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000RFS; or (xv12) any other agreement (or group of related agreements) the performance of which involves consideration in excess of Fifty Thousand and No/100 Dollars ($5,00050,000.00). Target RFS has delivered to Buyer QuadraComm a correct and complete copy of each written agreement listed in §4(pSection 3.1 (q) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3.1(q) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(pExhibit A or Section 4(k) of the Disclosure Schedule lists the following contracts and other agreements to which Target Crown is a party:party in connection with the operation of Crown Satellite (the "Contracts"): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumannum or outside the Ordinary Course of Business; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00050,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assetsthe Assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition;noncompetition, except for nondisclosure agreements entered into in connection with the proposed sale of Crown Satellite. (vi) any material agreement with the Seller and his Affiliates (other than Target)Crown's Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesthe employees of Crown Satellite; (viii) any collective bargaining agreementagreement covering any employee of Crown Satellite; (ix) any agreement for the employment of any individual in the operation of Crown Satellite on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsbasis; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and the employees of Crown Satellite outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, the performance future prospects of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Crown Satellite; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target Crown has delivered to Buyer CMI a correct and complete copy of each written agreement Assumed Contract listed in §4(pSection 4(k) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement Assumed Contract referred to in §4(pSection 4(k) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.the

Contracts. 4(pSection 4(o) of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller Shareholders and his their Affiliates (other than Targetthe Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 35,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has The Shareholders have delivered to Buyer Avana a correct and materially complete copy of each written agreement listed in §4(pSection 4(o) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to listed in §4(pSection 4(o) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is is, with respect to Target and its Subsidiaries, legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will, with respect to Target and its Subsidiaries, continue to be legal, valid, binding, enforceable, and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (BC) no neither Target nor its Subsidiaries, nor to any Shareholder's Knowledge, any other party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no neither Target nor its Subsidiaries, nor to any Shareholder's Knowledge, any other party has repudiated any material provision of the agreement.

Contracts. 4(p) Except as set forth in Section 4.16 of the Disclosure Schedule lists Schedule, the following contracts and other agreements to which Target Company is not a partyparty to: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will shall extend over a period of more than 1 year two months, result in a loss to the Company, or involve consideration in excess of $5,00050,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with involving any of the Seller and his Affiliates (Sellers, any other than Target)Affiliate of the Company, or any Affiliate of any of the Sellers; (viig) any operating lease under which it uses any of its assets; (h) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its any current or former directors, officers, and employees; (viiii) any collective bargaining agreement; (ixj) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis (excepting employment at will) providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (xk) any agreement under which it has advanced or loaned any amount to any of its stockholders, directors, officers, and employees outside the Ordinary Course of Businessemployees, or Affiliates; (xil) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Change; or (xvm) any other agreement (or group of or related agreements) ), the performance of which involves consideration in excess of $5,00025,000. Target has The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p) Section 4.16 of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 4.16 of the Disclosure Schedule. With respect to each such agreement: (A1) the agreement is legal, valid, binding, enforceable against the Company, and to the Sellers' Knowledge, the other party thereto, and to the Sellers' Knowledge, is in full force and effect; (2) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respectson identical terms following the consummation of the Contemplated Transactions; (B3) the Company is not in breach or default and no other party is in material breach or default, and to the Sellers' Knowledge, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C4) the Company has not repudiated any provision of the agreement and no other party has repudiated any material provision of the agreement.

Contracts. Section 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target Application Methods is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, or the furnishing or receipt of software or other Intellectual Property, the performance of which will extend over a period of more than 1 year one year, result in a loss to Application Methods, or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien security interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition currently in effect which are substantially different from the forms attached to Section 4(p) of the Disclosure Schedule; (vi) any material agreement with the Seller and his Shareholders or Affiliates (other than TargetApplication Methods); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 40,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingan adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, the performance future prospects of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Application Methods; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target has The Shareholders have delivered to Buyer RMI a true, correct and complete copy of each written agreement or form agreement listed in §Section 4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §Section 4(p) of the Disclosure Schedule. With respect to each such agreement, to the Knowledge of the Shareholders: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect in identical terms following the consummation of the transaction contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which, with notice or lapse of time time, would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(pSCHEDULE 3.1(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target Prestige is a party: (i) any Any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of Ten Thousand Dollars ($5,000 10,000) per annum; (ii) any Any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one (1) year, result in a material loss to Prestige, or involve consideration in excess of Ten Thousand Dollars ($5,00010,000); (iii) any Any agreement concerning a partnership or joint venture; (iv) any Any agreement (or group of related agreements) under which it Prestige has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Ten Thousand Dollars ($5,000 10,000) or under which it Prestige has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material Any agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material Any agreement with the Seller and his Affiliates Shareholders or any of their affiliates (other than TargetPrestige); (vii) any Any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its Prestige's current or former directors, officers, and employees; (viii) any Any collective bargaining agreement; (ix) any Any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of over One Thousand ($25,000 or providing material severance benefits; (x1,000) any agreement Dollars under which it Prestige has advanced or loaned any amount to any of its directors, officers, and employees outside other than in the Ordinary Course ordinary course of Businessbusiness; (xix) any Any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect;material adverse effect on the business, financial condition, operations, results of operations, or future prospects of Prestige; and (xiixi) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any Any other agreement (or group of related agreements) the performance of which involves consideration in excess of Ten Thousand Dollars ($5,00010,000). Target has The Shareholders have delivered to Buyer 800 Travel and Merger Corp. a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to dateSCHEDULE 3.1(p) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSCHEDULE 3.1(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; and (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 3(p) of the Company Disclosure Schedule lists the following contracts and other agreements agreements, written or oral, to which Target the Company or any of its Subsidiary is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 40,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, or involve consideration which to the Knowledge of the Company, will result in a loss to the Company or its Subsidiary, or which involves consideration, in excess of $5,000;40,000; 25 (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it either of them has created, incurred, assumed, or guaranteed any indebtedness for borrowed moneyIndebtedness, or any capitalized lease obligation, in excess of $5,000 or under which it either of them has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any agreement imposing a confidentiality or noncompetition obligation on the Company or its Subsidiary or any material agreement concerning imposing a confidentiality or non-competitionnoncompetition obligation on any third party; (vi) any material agreement with involving the Seller and his Affiliates (other than Target)Shareholders to which the Company or its Subsidiary is a party; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of any of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; agreement (ixA) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 60,000 or (B) providing material severance benefits; (xix) any agreement under which it has any of them have advanced or loaned any amount to any of its their directors, officers, and employees outside the Ordinary Course of Businessemployees; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to would have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, an adverse effect in the performance of which will involve payment after the Closing Date of consideration in excess amount of $5,000; (xiv) any agreement under which Target has advanced 40,000 or loaned any other Person amounts in more on the aggregate exceeding $5,000business, financial condition, or operations of the Company or its Subsidiary; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00040,000. Target The Company has delivered or made available to the Buyer a true, correct and complete copy of each written agreement listed in §4(pSection 3(p) of the Company Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(p) of the Company Disclosure Schedule. Except as described in Section 3(p) of the Company Disclosure Schedule, there is no written agreement between either the Company or its Subsidiary and Hermetic-Pumpen GmbH or its affiliates, which relates to the Hermetic Pump Business. With respect to the customer orders of the Company and its Subsidiary, all such orders have been priced at an amount consistent with past practice. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectsagainst the Company or its Subsidiary, as the case may be, and to the Knowledge of the Company against the other parties thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, arrangement, moratorium or other similar laws from time to time affecting creditor’s rights generally; (B) to the Knowledge of the Company, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, arrangement, moratorium or other similar laws from time to time affecting creditor’s rights generally; (C) neither the Company nor its Subsidiary are, and to the Knowledge of the Company, no party other party, is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under such agreement; (D) neither the Company nor its Subsidiary, and to the Knowledge of the Company no other party has repudiated any provision of such agreement; and (CE) no party has repudiated any material provision such agreement does not prohibit or require consent in the event of a change of control of the agreementCompany or its Subsidiary. Neither the Company nor its Subsidiary (i) has engaged the Arbitrator Firm to perform any services for either of them during the three (3) year period ending on the date hereof or (ii) is currently engaged in any kind of discussions with the Arbitrator Firm with respect to its possible engagement to perform any services for the Company or its Subsidiary, other than as contemplated by Section 2(j)(iii) of this Agreement.

Contracts. 4(pSection 3(n) of the Disclosure Schedule lists the following contracts and other agreements to which Target Logicmark is a party:party (“Material Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one (1) year or involve consideration in excess of $5,00050,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible50,000; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target)an Affiliate of Logicmark; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target Logicmark has advanced or loaned any other Person amounts in the aggregate exceeding $5,00050,000; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target Logicmark has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(n) of the Disclosure Schedule. With respect to each such agreement, to the Knowledge of Logicmark: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, rules and regulations affecting the rights of creditors generally, and general principles of equity, good faith and fair dealing; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement. To the Knowledge of Logicmark, there is no reason to believe Logicmark will not be re-awarded the contract specified on Section 3(n)(xiii) of the Disclosure Schedule (the “Special Contract”). Logicmark has at all times been, and currently is, in compliance with “Section B of the Addenda” to the Special Contract.

Contracts. Section 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target Strobic is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumPerson; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration result in excess of $5,000a loss to Strobic; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target)involving Stockholders of Strobic or its Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, the performance future prospects of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Strobic; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: . (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) with the exception of a certain Salary Continuation Benefits Agreement between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Strobic dated April 1, 1984, which is hereby terminated, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 4(o) of the Target Disclosure Schedule Schedules lists the following contracts and other agreements to which the Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of servicesservices (including, but not limited to, any vendor, manufacturing, sourcing or purchasing agent agreements), the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 100,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality with any officer or non-competitiondirector of the Target, any Seller and/or its Affiliates, or any entity in which any officer or director of Target, any Seller or any trustee or beneficiary of a Seller holds equity or any other economic interest; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, phantom stock, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its current or former directors, officers, and employees, consultants or sales representatives; (viiivii) any collective bargaining agreement; (ixviii) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other independent contracting basis providing annual compensation in excess of $25,000 or providing material severance benefits(including, but not limited to, all sales representative agreements); (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees, consultants or sales representatives other than for reasonable business expenses; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectEffect on the Target; (xi) any agreement restricting Target's activities, including any restriction on competition, solicitation of employees, customers or suppliers or employees or disclosure of Confidential Information of a competitor or potential competitor; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,00025,000; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000 singly or $100,000 in the aggregate or cannot be terminated without penalty, payment or breach on thirty (30) days or less notice. The Target has delivered provided Buyer with access to Buyer a correct and complete copy of each written agreement or a written description of any oral agreement listed in §4(pSection 4(o) of the Target Disclosure Schedule (Schedules, including all amendments and modifications as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleClosing Date. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, binding and in full force and effect in all material respectseffect; (B) no party the Target is not in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no neither Target nor, to Target's Knowledge, any other party to any such agreement has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party: (i) Except as expressly contemplated by this Agreement, or as set forth in the Schedule of Exceptions, the Company and each of its Subsidiaries is not, and as of each of the Closings the Company and each of its Subsidiaries will not be, a party to, or bound by, and none of their respective assets is or will be subject to, any agreement written or oral agreement, contract, commitment, order, license, lease or other instrument and arrangement of the types described below (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum;"Contracts"): (iiA) any agreement (or group of related agreements) for the purchase or sale of raw materialspension, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, employee stock purchasepurchase or other plan providing for deferred, stock appreciationincentive or other compensation to employees, deferred compensation, severanceany other employee benefit plan, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesany contract with any labor union; (viiiB) any collective bargaining agreement; (ix) any agreement contract for the employment or personal services of any officer, individual employee or other person or entity on a full-time, part-time, consulting, advisory or other basis providing annual compensation in excess of $25,000 125,000 or providing material severance benefitswhich, in any way, restricts or limits the right of the Company or any Subsidiary to terminate such contract at will; (xC) any loan agreement, indenture, letter of credit, security agreement, mortgage, pledge agreement, deed of trust, bond, note, or other agreement relating to the borrowing of money in excess of $125,000 or to the mortgaging, pledging, transferring of a security interest, or otherwise placing an Encumbrance on any material asset or material group of assets (whether tangible or intangible) of the Company or any Subsidiary; (D) any guarantee of the payment or performance of any Person in excess of $125,000; any agreement to indemnify any Person or act as a surety for an amount in excess of $125,000; any other agreement to be contingently or secondarily liable for the obligations of any Person; or any "keep well" or similar credit support arrangements; (E) any lease or agreement under which it has advanced is the lessee of or loaned holds or operates any amount to property, real or personal, owned by any other party requiring annual payments in excess of its directors, officers, and employees outside the Ordinary Course of Business$125,000; (xiF) any contract or agreement under or group of related agreements with the same party or any group of affiliated parties which requires or may in the consequences future require an aggregate payment by or to the Company or any Subsidiary in excess of a default or termination could reasonably be expected to have a Material Adverse Effect$125,000; (xiiG) any contract or agreement under which prohibiting it has granted from freely engaging in any Person business or competing anywhere in the world; (H) any registration rights material licenses, licensing arrangements and other similar contracts providing in whole or in part for the use by a third party of, or limiting the use by the Company or any Subsidiary of, any Intellectual Property; (includingI) any brokerage or finder's agreements relating to this Transaction; (J) any joint venture, without limitation, demand partnership and piggyback registration rightssimilar contracts involving a sharing of profits or expenses (including joint development and joint marketing contracts); (xiiiK) any settlementasset purchase agreements, conciliation stock purchase agreements and other acquisition or similar agreementdivestiture agreements, including any agreements relating to the performance sale, lease or disposal of which will involve payment after any assets of the Closing Date Company or any of its Subsidiaries for consideration in excess of $5,00050,000 or involving continuing indemnity or other obligations; (xivL) any agreement under which Target has advanced material sales agency, marketing or loaned any other Person amounts in the aggregate exceeding $5,000; ordistributorship agreements; (xvM) any other agreement contracts which contain "take or pay" provisions; (N) [Intentionally omitted]; (O) any contracts, agreements or group arrangements regarding pre-emptive rights, rights of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legalfirst refusal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach put or default, and no event has occurred that with notice call rights or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.obligations,

Contracts. 4(pSchedule 4.1(n) sets forth a complete and accurate list of the Disclosure Schedule lists the following contracts and other agreements all material Contracts to which Target BCC or any of its Subsidiaries is a partyparty or by which BCC or any of its Subsidiaries is subject, including the following: (i) the Organizational Documents of BCC and each of its Subsidiaries; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (iiiii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will will: (A) extend over a period of more than 1 year one year; (B) result in a material loss to BCC or any of its Subsidiaries; or (C) involve consideration in excess of $5,00025,000; (iiiiv) any agreement concerning a partnership or joint venture; (ivv) any material agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness Indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien security interest on any of its assets, tangible or intangible; (vvi) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (noncompetition other than Target)with clients and vendors in the ordinary course of business; (vii) any profit sharing, stock unit option, stock unit purchase, stock unit appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and or employees; (viii) any collective bargaining agreement; (ix) any agreement other than on an employment-at-will basis for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits, if the amount payable after January 1, 2019 exceeds $50,000; (x) any agreement under which it has advanced or loaned any amount of money to any of its directors, officers, and officers or employees outside the Ordinary Course ordinary course of Businessbusiness; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to may have a Material Adverse EffectEffect on BCC or any of its Subsidiaries; (xii) any agreement under which it has granted that provides for the indemnification by BCC or any of its Subsidiaries of any Person or the assumption of any registration rights (includingTax, without limitation, demand and piggyback registration rights)environmental or other Liability of any Person; (xiii) any settlementagreement that relates to the acquisition or disposition of any business, conciliation a material amount of stock or similar agreementassets of any other Person or any real property (whether by merger, the performance sale of which will involve payment after the Closing Date stock, sale of consideration in excess of $5,000assets or otherwise); (xiv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising agreements to which BCC or any of its Subsidiaries is a party; (xv) any agreement under with any Governmental Authority to which Target has advanced BCC or loaned any other Person amounts in of its Subsidiaries is a party; (xvi) any agreement that grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights or properties of BCC or any of its Subsidiaries; (xvii) any agreement that obligates BCC or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party, or upon consummation of the aggregate exceeding $5,000Merger will obligate BCC or any Subsidiaries or Affiliates of BCC to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party; (xviii) any agreement that contains any provision that requires the purchase of all or a material portion of BCC’s or any of its Subsidiaries’ requirements for a given product or service from a given third party, which product or service is material to BCC or its Subsidiary, as applicable; or (xvxix) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target BCC has delivered to Buyer Bona Vida a correct and complete copy of each written agreement Contract listed in §4(p) of the Disclosure on Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule4.1(n). With respect to each such agreementContract: (Ai) the agreement Contract is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) no party BCC or any of its Subsidiaries has not received written notice from the counterparty that it is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Ciii) no party has repudiated any material provision of such agreement or informed BCC or its Subsidiaries, as applicable, that it does not intend to renew such Contract; and (iv) to the agreementKnowledge of BCC, no event of default, termination event, or material breach that, with notice or the lapse of time or both, would result in an event of default or termination event (in each case as defined or referred to in such Contract) by BCC, any of its Subsidiaries or any other party thereto has occurred or has occurred and is continuing under any such Contract.