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(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(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(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) 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(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(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(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(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 3.1(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) 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(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(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(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) 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(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) 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(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 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 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(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 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(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(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 the Seller Shareholder and his her Affiliates (other than TargetJCR); (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 $5,000JCR; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00015,000. Target The Shareholder has 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 JCR is not a party nor to the Shareholder's Knowledge is any other party in material breach or default, and to the Shareholder's 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 JCR has not repudiated any material provision of any such agreement nor to the Shareholder's Knowledge has any other party repudiated any provision of any such 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(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(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(p(a) of the Disclosure Schedule 4.6 lists the following contracts and other agreements Contracts to which Target Seller is a party: (i) any agreement (or group of related agreements) Contract for the lease of personal property to or from any Person providing for definitive lease payments after the date hereof in excess of $5,000 per annum25,000; (ii) any agreement (or group of related agreements) Contract 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 involves definitive consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership Contract involving fixed price or joint venturefixed volume arrangements; (iv) any agreement Contract concerning joint venture, partnership, manufacturer, development or supply or which involves royalty payments or a sharing of revenues, profits, losses, costs or Liabilities by Seller; (or group of related agreementsv) any Contract under which it Seller has created, incurred, assumed, or guaranteed any indebtedness for borrowed moneymoney or factored any receivables, any Capital Lease or any capitalized lease obligation, in excess of $5,000 or Contract under which it Seller 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 Contract concerning any acquisition, merger or similar type of transaction entered into by Seller during the Seller and his Affiliates (other than Target)six years prior to the date hereof; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, Contract concerning collective bargaining terms or arrangements with any labor union or other material plan or arrangement for the benefit employee representative of its current or former directors, officers, and a group of employees; (viii) any collective bargaining agreementContract with any Governmental Authority; (ix) any agreement for Contract concerning confidentiality, non-competition or restrictions on the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation manner in excess of $25,000 or providing material severance benefitswhich the Business may be conducted; (x) any agreement Contract to which any of its Affiliates, including any Member and any of their respective Affiliates, is an adverse party; (xi) any Compensation and Benefit Plan; (xii) any Employment Document; (xiii) any Contract under which it Seller has advanced or loaned any amount to any of its directorsmanagers, 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); (xiiixiv) any settlement, conciliation or similar agreementContract, the performance of which will involve payment after the Closing Date of consideration date hereof in excess of $5,00025,000; (xivxv) any agreement Contract under which Target Seller has advanced or loaned any other Person amounts in the aggregate exceeding $5,00025,000; or (xvxvi) any other agreement (or group of related agreements) Contract, the performance of which involves consideration in excess of $5,000. Target 25,000, or which is otherwise material to the Business as presently conducted or contemplated to be conducted by the Budget. (b) Seller has delivered to Buyer Purchaser a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule Contract (as amended to date) listed in Schedule 4.6 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 4.6. With respect to each such agreementAssigned Contract, except as noted on Schedule 4.6: (Ai) the agreement Contract is legal, valid, binding, enforceable, and in full force and effect with respect to Seller, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors' rights generally, general equitable principles and the discretion of courts in all material respectsgranting equitable remedies; (Bii) no the Contract will continue to be legal, valid, binding, enforceable, and in full force and effect with respect to Seller, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies, on identical economic terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Article II above); (iii) neither Seller nor, to the Knowledge of Seller, any other party to such Contract is in material breach or default, and 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 agreementContract; and (Civ) no party has repudiated any material provision of the agreementContract.

Contracts. 4(pSchedule 2(m) lists and contains accurate copies of the Disclosure Schedule lists the following contracts and other agreements agreements, written or oral, 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 per annumpayments; (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 ten year or involve consideration in excess of One Thousand Dollars ($5,0001,000); (iii) any agreement concerning a partnership or joint ventureventure in which Company participates; (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 obligation 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 member or any Affiliates thereof, of the Seller and his Affiliates (other than Target)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-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;; and (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 agreementfuture prospects of the Company. Prior to the Closing, the performance of which Company and the Seller 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 have made available to Buyer a correct and complete copy of each written agreement listed in §4(pSchedule 2(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(p) of the Disclosure ScheduleSchedule 2(m). With respect to each such agreement, the Seller and the Company jointly and severally represent and warrant to the Buyer, as follows: (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. Section 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target any of Infinop and its Subsidiaries 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 10,000 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 any of Infinop and its Subsidiaries, or involve consideration in excess of $5,00010,000; (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 $5,000 10,000 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; (vii) any material agreement with any of the Seller Principal Stockholders and his Affiliates (other than Target)their Affiliates; (vii6) 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; (viii7) any collective bargaining agreement; (ix) 8) 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; (x9) 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; (xi10) any agreement not covered by clauses (i) through (x) under which the consequences of a default or termination could reasonably would be expected to have a Material Adverse Effect;; or (1) (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 (xv11) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target Infinop has delivered to Buyer Vianet 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 Except as set forth on 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 respectsexcept as limited by bankruptcy and insolvency laws and other laws affecting creditors rights generally and general principles of equity; (B) no consent, authorization or other approval is required under the agreement in connection with the consummation of the transactions contemplated hereby and such 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 as limited by bankruptcy and insolvency laws and other laws affecting creditors rights generally and general principles of equity; (C) Infinop is not in breach or default and, to the Knowledge of the Principal Stockholders, no other party is in material breach or default, and (D) to the Knowledge of the Principal Stockholders, 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 (CE) Infinop has not, and, to the Knowledge of the Principal Stockholders, no other party has has, repudiated any material provision of the agreement.

Contracts. 4(p(a) of the Disclosure Schedule 3.15 hereto lists the following contracts written contracts, agreements and other agreements commitments to which Target Seller is a party: (i) any agency agreement or sub-agency agreements; (ii) any insurance policies with Insurance Corporation of Hannover or its predecessors or Affiliates produced by Seller (regardless of whether or not Seller is a party thereto); (iii) 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; (iiiv) 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 Seller, provide for discounts or allowances, or involve consideration in excess of $5,000; (iiiv) any agreement concerning a partnership or joint venture; (ivvi) any agreement (or group of related agreements) 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 has imposed a Lien on any of its assets, tangible or intangible; (vvii) any material agreement concerning confidentiality or nonnoncompetition (whether or not the restrictive covenants apply to Seller or apply to a third-competition; (vi) any material agreement with the Seller and his Affiliates (other than Targetparty in favor of Seller); (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 agreementagreement with any officer, director, shareholder or employee of Seller or any Affiliate of such Persons; (ix) [Reserved]; (x) any agreement for the employment or other engagement of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 5,000 or providing material severance benefits; (xxi) any sales representative or agency agreement, brokers agreement under which it has advanced or loaned any amount dealer agreement or other agreement relating to any the sale or distribution of its directors, officers, and employees outside the Ordinary Course products or services of BusinessSeller to or by other Persons; (xixii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiixiii) 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 Seller 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 $5,000. Target . (b) Seller has delivered to Buyer a correct true 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 Schedulelisted on Schedule 3.15. With respect to each such agreement, except as noted on Schedule 3.15 hereto: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectsexcept as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors; (Bii) Seller has fulfilled when due, or taken all action necessary to enable it to fulfill when due, all of its obligations under the agreement; (iii) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the consummation of the transactions contemplated hereby and, except as contemplated by Sections 2.6(g), (h) and (i), no consent, approval or other authorization from any third-party is needed in order to assign such agreement from Seller to Buyer; (iv) Seller is not, and to its knowledge, no other party is in material breach or default, and or has alleged a breach or default, and, to Seller’s knowledge, 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 (Cv) to Seller’s knowledge, no party has repudiated any material provision of the agreement. Except as disclosed on Schedule 3.15, there are no oral agreements enforceable against Seller.

Contracts. 4(p(a) of the Disclosure Schedule 3.19(a) lists the following contracts and other agreements to which Target is a party:party (separated according to each of the subsections below, to the extent a Disclosure Schedule is required): (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 annumannum or is otherwise material to the business and operations of Target; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materialsinventory, commodities, supplies, products, or other personal property, or for the GNL Stock Purchase Agreement 17 furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve one year, involving consideration in excess of $5,00010,000 or is otherwise material to the business and operations of Target; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it Target 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 the Seller and his Affiliates (other than Target)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-timeparttime, 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 have a material adverse effect on the business, financial condition, operations or results of operations of Target, or which would 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 future operation of which will involve payment after the Closing Date business of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts if conducted in the aggregate exceeding $5,000same manner as presently conducted, and which is not otherwise disclosed to Buyer in a Disclosure Schedule; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. 25,000 or is otherwise material to Target and which is not otherwise disclosed to Buyer in a Disclosure Schedule. (b) Schedule 3.19(b) identifies all corporate-level contracts and agreements of Seller or any Affiliate of Seller to which Target is a party or under which Target receives goods, services or benefits or is otherwise obligated, and under which contract or agreement Target will no longer be a party or receive goods, services, or benefits after Closing (each, a "Seller Master Agreement"). (c) Seller has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 3.19 (as amended to datea) 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(a). With respect to each such agreement: agreement which is listed or required to be listed on Schedule 3.19 (Aa) (i) the agreement is the legal, validvalid and binding obligation of Target and is in full force and effect; (ii) to the Knowledge of Seller and Target (which Knowledge shall not include, bindingfor purposes of this subsection, enforceableany requirement of investigation other than an internal investigation of Seller and Target), the agreement is the legal, valid and binding obligation of the other parties thereto; (iii) the agreement will continue to be the legal, valid and binding obligation of Target, and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (Biv) to the Knowledge of Seller and Target (which Knowledge shall not include, for purposes of this subsection, any requirement of investigation other than an internal investigation of Seller and Target), the agreement will continue to be the legal, valid and binding obligation of the other parties thereto following the consummation of the transactions contemplated hereby; (v) 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; (vi) Target has not repudiated any provision of the agreement; and (Cvii) to the Knowledge of Seller and Target (which Knowledge shall not include, for purposes of this subsection, any requirement of investigation other than an internal investigation of Seller and Target), no other 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(p3(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target any of ITIS is a party:: 10 (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 ITIS, 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 the Seller involving any of ITIS Stockholders and his their Affiliates (other than TargetITIS); (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 75,000 or providing material severance benefits;, excepting agreements that may be terminated by ITIS at will and without payment of any amounts other than compensation and benefits accrued through the date of termination or any other amounts required by law. (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) 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 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 $5,000ITIS; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target ITIS has delivered or made available to Buyer SANZ a correct and complete copy of each written agreement listed in §4(p3(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(p3(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.. 11

Contracts. 4(p) of the Disclosure Schedule SCHEDULE 3.17 lists the following contracts Contracts and other agreements to which Target the Company 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 annumany amount or for 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, or for the furnishing or receipt of services, the performance services of any amount or which will extend over has a period term of more than 1 year or involve consideration in excess of $5,000any duration; (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 any amount, 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-competition; (vif) any material agreement with the Seller and his Sole Stockholder or Affiliates (other than Target)of the Sole Stockholder; (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 benefitsbasis; (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 One Thousand Dollars ($5,0001,000.00). Target The Company has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) SCHEDULE 3.17 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSCHEDULE 3.17. With respect to each such agreement: (Ai) the such agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (ii) such 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; (Biii) 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 such agreement; and (Civ) no party has repudiated any material provision of the such agreement.

Contracts. 4(p(a) Section 4.9(a) of the Disclosure Schedule lists the following contracts sets forth a list of each written and other agreements oral contract or agreement to which Target is Ivy has become a party: party since March 1, 1997 (collectively, the "New Contracts"): (i) any agreement (or group of related agreements) for which involves 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 annum; ; (ii) any agreement under which it has created, incurred, assumed or guaranteed (or group may create, incur, assume or guarantee) indebtedness for borrowed money (including capitalized lease obligations) involving more than $1,000; (iii) which is in the nature of related agreementsan employment, consulting or severance agreement or collective bargaining agreement involving the payment of more than $1,000 or not entered into in the ordinary course of business; (iv) which is with any of UOL and its Affiliates (other than Ivy); (v) which concerns confidentiality, nondisclosure or noncompetition; (vi) which is a profit sharing, stock option, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of its current or former directors, officers and employees; (vii) which by its terms is not terminable without liability and involves the payment or receipt of $1,000 or more; (viii) which the consequences of a default or termination could have an adverse effect on the business, assets, financial condition, operations, results of operations, or future prospects of Ivy; (ix) which is in the nature of a partnership, joint venture, or collaborative arrangement or relationship; (x) which involves 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 or involve consideration one year, result 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, assumedfinancial loss to Ivy, 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 1,000; or (xi) which is outside of the ordinary course of business or contains any provision requiring Ivy to indemnify any other party thereto. (b) Ivy has delivered or made available to Buyer Purchaser a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (New Contract, as amended to date) , and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) New Contract. All of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is New Contracts are legal, valid, binding, enforceableenforceable in accordance with their respective terms against Ivy and any other parties thereto, and are in full force and effect on identical terms following the consummation of the transactions contemplated in all material respectsthis Agreement. There is not under any New Contract: 6 7 (i) any existing default, breach or violation by Ivy or by any other party thereto; (Bii) no party is in material breach or defaultan event which, and no event has occurred that with after notice or lapse of time or both, would constitute a material default or breach by Ivy or defaultby any other party, or permit termination, modification, or acceleration, under the agreementNew Contract; and or (Ciii) no party has repudiated any material repudiation of any provision of the agreementany New Contract.

Contracts. 4(p) of Schedule 4.13 accurately identifies each contract with respect to the Disclosure Schedule lists Purchased Assets or the following contracts and other agreements Mortgage Business to which Target Seller is a party, including but not limited to the following: (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, commoditiesequipment, 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 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 from 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; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with the Seller and his Affiliates (other than Target)Shareholder; (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 50,000 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 ordinary course of Businessbusiness; (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 (includingEffect on the Mortgage Business, without limitationincluding its financial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations or similar agreementfuture prospects, or 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 $5,000Purchased Assets; or (xvl) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target Seller 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) and a written summary setting forth the material terms and conditions of each oral agreement referred to listed in §4(p) of the Disclosure Schedule. Schedule 1A. With respect to each such agreement: agreement covered by this Section 4.13, (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 at the Closing; (BC) no neither Seller nor, to the knowledge of Seller Group, any other Person a party thereto 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 Seller nor, to the knowledge of Seller Group, any other Person a party thereto has repudiated or modified any material provision of the agreement.

Contracts. 4(pSection 3(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target BST or We Sell 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 BST or We Sell, or involve consideration in excess of $5,00050,000; (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 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 intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition other than (A) any such agreements with clients and vendors in the Ordinary Course of Business and (B) any such agreements entered into in connection with the transactions contemplated by this Agreement; (vi) any material agreement with the Seller and his Affiliates (other than Target); (viias set forth in Section 3(l) with respect to its employees, 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 directorsmanagers, officers, and 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; (xix) any agreement under which it has advanced or loaned any material amount to any of its directorsmanagers, officers, members and employees outside the Ordinary Course of BusinessBusiness as of the Closing; (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 Effect on BST 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 $5,000We Sell; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target has The Sellers 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 the material terms and conditions of each oral agreement referred to in §4(pSection 3(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableand enforceable against BST or We Sell (as the case may be) and, to Sellers’ Knowledge, against the other parties thereto, and in full force and effect in all material respectseffect; (B) no party neither BST nor We Sell has 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 (C) to the Knowledge of the Sellers, no 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 Internet Now is a partyparty as of the Closing Date: (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 year or involve involves consideration in excess of $5,0001,000.00, other than to customers of Internet Now 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 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-competitionnoncompetition; (vi) any material agreement with the Seller and his Shareholders or Affiliates (other than TargetInternet Now); (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 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 or any affiliates thereof outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have Shareholder provided a Material Adverse Effectpersonal guarantee; (xii) any agreement under which it has granted any Person any registration rights (includingthe consequences of a default or termination could have a material 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 $5,000Internet Now; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has Shareholders have delivered to Buyer RMI a true, 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 To the Warranting Shareholders' Knowledge, 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 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 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 3(m)(1) and Section 3(m)(2) of the Disclosure Schedule lists list the following contracts and other agreements (whether written or oral) primarily relating to the Business to which Target (A) the Seller is a partyparty (by assignment or otherwise), (B) the Seller's predecessor is a party and the Seller has applied for the other party(ies) consent to the assignment of the rights and benefits under such contract or agreement to the Seller; and (C) the Seller's predecessor is a party and the Seller has not requested the other party(ies) consent to an assignment of the rights and obligations under such contract or agreement to the Seller: (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 loss to the Seller, 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 assetsthe Acquired Assets, tangible or intangible; (v) form of any material agreement concerning confidentiality or non-competitionnoncompetition between the Seller and any Transferred Employee; (vi) any material agreement with involving any of the Seller's stockholders and their Affiliates (including the Seller and his Affiliates (other than Targetits 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 employeesthe Transferred Employees; (viii) any collective bargaining agreementagreement relating to the Transferred Employees; (ix) any agreement for the employment of any individual of the Transferred Employees 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 BusinessTransferred Employees; (xi) 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 (includingrelating to the license, without limitationsublicense, demand and piggyback registration rights); (xiii) any settlementownership, conciliation use, or similar agreement, the performance transfer 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 $5,000Intellectual Property; or (xvxiii) 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 agreement25,000.

Contracts. Section 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 regardless of $5,000 per annumamount; (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 Target, 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 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 any Seller and his any of Sellers’ 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 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 (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 $5,000any amounts; 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 (as amended to date) 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; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Section 4.22 of the Disclosure Schedule lists the following contracts and other agreements to which Target any of the Company or its Subsidiaries is a party:party (collectively, 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 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 $5,000200,000 per annum, other than purchase orders for the purchase of goods sold by the Company or its Subsidiaries to its customers 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 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 or non-competitionnoncompetition; (vi) any material agreement with any Affiliate of the Seller and his Affiliates (other than Target)Company or any of 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 $25,000 100,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and 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 have a Material Adverse Effect; (xii) any agreement under which it has granted relating to a license for or other right to use, or to a covenant not to xxx for the use of, any Person any registration rights (including, without limitation, demand and piggyback registration rights)Intangible Rights or other material intellectual property; (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 250,000 per annum or $500,000 in the aggregate; and (xiv) any other agreements or other instruments which have been filed by the Company with the SEC pursuant to the requirements of the Exchange Act as "material contracts." The Company 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 Material Contract (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 agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) the Company is not, and to the Knowledge of the Company no other party is is, in material breach or default, and to the Knowledge of the Company 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 4(q) of the Disclosure Schedule lists the following contracts and other agreements to which Target Company or any of 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 year, result in a Material loss to Company or any of its Subsidiaries, or involve consideration in excess of $5,000500,000; (iiiii) any agreement concerning a partnership or joint venture; (iviii) 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 1,000,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (viv) any material Material agreement concerning confidentiality or non-competition; (viv) any material agreement with the Seller any of Sellers and his their Affiliates (other than TargetCompany and its Subsidiaries); (viivi) 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 agreementCollective 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 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; (xiix) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiiixi) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000100,000; (xivxii) any agreement under which Target Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or25,000; (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000100,000; or (xiv) any other agreement with a remaining term longer than three months that, if terminated by the Company, would result in a Liability or Adverse Consequence to the Company greater than $50,000. Target The Company has delivered made available 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; (C) none of the Company or its Subsidiaries are, and to the Knowledge of any Seller, the Company or any of its Subsidiaries no other party is 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(pExcept as executed in connection with the transactions contemplated herein, Section 5(p) of the ProFitness Disclosure Schedule lists the following contracts and other agreements to which Target ProFitness 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 or involve consideration in excess of $5,000all customer contracts; (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 intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Target)Member or any of 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 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 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 $5,00050,000. Target The Member has delivered or made available to Buyer I-trax a correct and complete copy of each written agreement listed in §4(pSection 5(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 ProFitness Disclosure Schedule. With respect to each such agreement: (A) the such agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) such agreement will continue to be legal, valid, binding, enforceable, and in full force and effect in accordance with its terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or defaultdefault in any material respect, and no event has occurred that which, with notice or lapse of time time, or both, would constitute a material breach or defaultdefault in any material respect, or permit termination, modification, or acceleration, under the such agreement; and (CD) no party has repudiated any material provision of the such agreement.

Contracts. 4(p) Section 5.16 of the Company Disclosure Schedule Letter lists the following contracts written or oral contracts, agreements, commitments and other agreements arrangements to which Target the Company is a partyParty or by which the Company or any of its assets is bound, and lists or describes all contracts, agreements, commitments, and arrangements relating to the conduct of the business of the Company to which VisualTek is a party and the Company is not: (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 under which the consequences of a default or termination could have a Material Adverse Effect on the Company; (c) 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; (iiid) 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 $10,000; (e) any agreement concerning a partnership or joint venture; (ivf) any agreement (or group of related agreements) under which it the Company 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 a Security Interest has been imposed a Lien on any of its the Company's assets, tangible or intangible; (vg) any material agreement concerning confidentiality to which the Company is a party and which contains covenants of the Company not to compete or non-competitionengage in any line of business, in any geographic area or with any person or covenants of any other person not to compete with the Company or engage in any line of business of the Company; (vih) any material agreement with the Seller and his any Company Stockholder or any of such stockholder's Affiliates (other than Target)the Company) or with any Affiliate of the Company; (viii) 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; (viiij) any collective bargaining agreement; (ixk) any agreement for the employment (other than employment agreements that are terminable at will by the Company without payment of any penalty or severance benefit) 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; (xl) any executory agreement under which it the Company has advanced or loaned any amount to any of its directors, officers, and employees; (m) any advertising services, e-commerce or other agreement involving the promotion of products and services of third parties by the Company; (n) any executory agreement pursuant to which the Company is obligated to provide maintenance, support or training for its services or products; (o) any revenue or profit participation agreement which involves aggregate annual payments of more than $10,000; (p) any license, agreement or other permission which the Company or any Affiliate of the Company has granted to any third party with respect to any of the Intellectual Property used in the Company's business; (q) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation clause or that obligates the Company to purchase all or substantially all of its requirements of a particular product or service from a supplier or to make periodic minimum purchases of a particular product or service from a supplier, which is not terminable on not more than 30 days notice (without penalty or premium); (r) any agreement of surety, guarantee or indemnification, other than agreements in the Ordinary Course of Business with respect to obligations in an aggregate amount not in excess of $10,000; (s) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (t) any agreement obligating the Company to deliver maintenance services or future product enhancements or containing a "most favored nation" pricing clause; (u) any agreement obligating the Company to provide source code to any third party for any Company Intellectual Property; (v) any agreement granting an exclusive license to any Company Intellectual Property or granting any exclusive distribution rights; (w) any agreement relating to the acquisition by the Company of any operating business or the capital stock of any other person; (x) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commissions or fees to employees outside in the Ordinary Course of Business;); and (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 (xvy) 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 one (1) year from the date hereof. 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) listed in Section 5.16 of the Company Disclosure Letter and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 5.16 of the -26- Company Disclosure ScheduleLetter. With respect to each such agreement: (A) the agreement agreement, with respect to the Company and, to the Company's Knowledge, all other parties thereto, is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party neither the Company nor, to the Company's 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 Party has repudiated any material provision of the agreement; and (D) the Company 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 the Company. The Company has obtained or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of Parties to any such agreement as are required thereunder in connection with the Merger or to remain in effect without modification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of the Company's rights under such agreements to the same extent the Company would have been able to had the Merger not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay.

Contracts. 4(pSection 4(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target OGAC 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 involving consideration in excess of $5,00010,000 in the aggregate or involving the performance or receipt of services over a period of time in excess of one year; (iiiii) any agreement concerning a partnership or joint venture; (iviii) 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; (viv) any material agreement concerning confidentiality or non-competitionnoncompetition; (v) any agreement with any of the Sellers and their Affiliates; (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 40,000 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;Business (other than advances of reimbursable expenses); and (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 . OGAC has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, made available to 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(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 in §4(pSection 4(o) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableenforceable by OGAC, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable by OGAC, and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (BC) OGAC is not in material breach or default under the agreement; (D) to the Knowledge of the Sellers, no 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, default or permit termination, modification, modification or acceleration, acceleration under the agreement; and (CE) no neither OGAC nor, to the Knowledge of the Sellers, any other party has repudiated any material provision of the agreement.

Contracts. 4(pParagraph 3(n) of the Company's Disclosure Schedule Letter 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 $5,000 50,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materialsinventory, 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 loss to the Company, or involve consideration in excess of $5,00050,000.00 (alone or in the aggregate); (iii) any agreement concerning a partnership or joint ventureventure in which the Company or any of its Subsidiaries is a partner or joint venturer; (iv) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000.00 (alone or in the aggregate), or under which it the Company has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-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 the Company's current or former directors, officers, officers and employees; (viiivii) any collective bargaining agreement; (ixviii) 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 50,000.00 (alone or in the aggregate) or providing material severance benefits; (xix) any agreement under which it the Company has advanced or loaned any amount to any of its directors, officers, officers and employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination of which 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 $5,000Company; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000.00 (alone or in the aggregate). Target The Company has delivered to Buyer Purchaser a correct and complete copy of each written agreement listed in §4(pParagraph 3(n) of the Company's 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(pParagraph 3(n) of the Company's Disclosure ScheduleLetter. With respect to each such agreement: agree- ment, to the best of the Company's Knowledge: (A1) the agreement is legal, valid, binding, enforceableenforceable and 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 transactions contemplated hereby; (B3) 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 (C4) no party has repudiated any material provision of the agreement.

Contracts. 4(pSchedule 3.01(n) of the Disclosure Schedule lists the following contracts and other agreements to which Target Q2P 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 Q2P, 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, stockholders 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 Q2P; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000100,000. Target Q2P has delivered or made available to Buyer APGR 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(n). 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 Q2P, 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(p4(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) each contract or agreement of any kind or nature entered into by any of the Company and Affiliates thereof, with any franchisee, sub-franchisee or area developer of the Company or any officer, principal, owner, shareholder or representative of any such franchisee or area developer; (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 1,000.00 per annum; (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 one year, result in a material loss to the Company, or involve consideration in excess of $5,0001,000.00; (iiiiv) 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 $5,000 1,000.00 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 any of the Seller and his Sellers or their 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 officers or employees; (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 $25,000 15,000.00 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 Businessofficers or employees; (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 consideration in excess of $5,0001,000.00. Target Xxxxx has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p4(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(p4(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 and, to the Knowledge of the Sellers, 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 neither the Company, nor to the Knowledge of the Sellers, has any other party has repudiated any material provision of the agreement.

Contracts. 4(p3(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target Seller is a partyparty that pertain to the Business or the Acquired Assets: (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 US$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, or involve consideration in excess of $5,000US$50,000; (iii) any agreement concerning a strategic alliance, partnership or joint venture; (iv) any agreement (or group of related agreements) 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 US$50,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any agreement concerning non-competition, or any material agreement concerning confidentiality or non-competitionconfidentiality, other than the Partner Agreements and the Confidentiality Agreements; (vi) any material agreement with the involving any Affiliate of Seller and his Affiliates (other than Targetincluding any Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of the officers and employees of Seller or any of its current or former directors, officers, and employeesAffiliates; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, time basis; and any agreement for the employment of any individual on a part-time, consulting, or other basis providing annual compensation basis, in excess of $25,000 US$50,000 per year or not terminable on 30 days' notice or less or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its the directors, officers, and employees outside the Ordinary Course of BusinessSeller or any of its Affiliates; (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 Seller has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; orUS$10,000; (xvxiii) any other agreement (or group of related agreements) not otherwise referred to in this §3(p) 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 US$50,000; (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: (Axiv) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectsPartner Agreements; (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.and

Contracts. 4(pss.3(p) of the Disclosure Schedule lists the following contracts and other 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 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 (1) year, result in a material loss to Target, 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 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 involving any of Sellers or 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 employeesany Employee; (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 $5,00025,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,00025,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(pss.3(p) of the 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: (A) the thE agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no the 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 (including the assignments and assumptions referred to in ss.2 above); (C) neither Target nor, to Target's Knowledge, any third party is in material breach breacH or default, and to Target's Knowledge, 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 in writing any material provision of the agreement.

Contracts. 4(pSection 3(p) of the Disclosure Schedule Schedules lists the following contracts and other agreements to which Target either of the Companies 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 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 $5,00050,000; (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 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 confidentiality with any officer or non-competitiondirector of the Companies, Seller and/or its Affiliates, or any entity in which any officer or director of the Companies, 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, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement to which Royal Xxxxxxx is a party and is 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 all sales representative agreements); (xix) any agreement under which it Royal Xxxxxxx 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 would have a Material Adverse Effect; (xi) any agreement with respect to non-competition or non-solicitation of customers or employees to which Royal Xxxxxxx is a party; (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 Royal Xxxxxxx has advanced or loaned any other Person amounts in the aggregate exceeding $5,00050,000; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000 singly or $100,000 in the aggregate or cannot be terminated without penalty, payment or breach on thirty (30) days or less notice. Target Seller has delivered made available to Buyer a correct and complete copy of each written agreement or a written description of any oral agreement listed in §4(pSection 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(p) of the Disclosure ScheduleSchedules. 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 Royal Xxxxxxx or PXG Canada, as the case may be, 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 contract or agreement; and (C) no neither of the Companies nor, to Seller’s Knowledge, any other party to any such agreement has repudiated any material provision of the agreement.

Contracts. 4(pSection 3(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target RSS 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 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 involving any RSS Affiliates (other than TargetRSS); (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 RSS has 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 $5,00025,000. Target RSS has delivered to Buyer HERLEY a correct and complete copy of each written agreement listed xxxxxx in §4(pSection 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(pSection 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 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(n) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Seller is a party:party (hereinafter referred to as "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 annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal propertyproperty in excess of $25,000, or as to cattle contracts involving 500 head or more, 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 services in excess of $5,00010,000 (except to the extent that such agreement or contract is entered into solely in connection with the Long-Term Business); (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 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 $25,000 100,000 or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and or 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) 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 or similar agreement, the performance results of which will involve payment after the Closing Date operations 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 (xvxi) 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 Buyer the Purchaser a correct and complete copy of each written agreement listed in §4(pSection 3(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 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 material default, and no event has occurred that with notice or lapse of time would constitute a material breach or material 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(k) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Buyer is a party, except contracts and other agreements involving a potential acquisition of the capital stock or assets of the Buyer, which by their terms are subject to a non-disclosure covenant: (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 the Buyer, or involve consideration in excess of $5,00050,000 per year; (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-competition, except as hereinabove provided; (vi) any material agreement with involving any of the Seller Buyer's stockholders and his their Affiliates (other than Targetthe Buyer); (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 not cancelable on 30 days or less notice 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) except as otherwise listed pursuant to this Section 4(k), any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, financial condition, operations, results of operations of the Buyer, other than client or customer sales contracts entered into in the Ordinary Course of Business of the Buyer; (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 annual consideration in excess of $5,00050,000. Target The Buyer has delivered to Buyer the Target a correct and complete copy of each written agreement 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 referred to in §4(pSection 4(k) of the Disclosure Schedule. With respect to each such agreement, to the Buyer's Knowledge: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect and constitutes a legal, valid and binding agreement of the Buyer, enforceable in all material respectsaccordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratoriums or other similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or inequity); and (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 4.14 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(p3(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target a 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 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, that would result in a material loss to the Seller if terminated, or involve that involves 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 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 involving the Seller Parent and his its Affiliates (other than Targetthe Seller); (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 ordinary course of Businessbusiness; (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 $5,00025,000; or (xii) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of the Seller. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p3(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(p3(p) of the Disclosure Schedule. With respect to each such agreement: (A) to Seller’s knowledge 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) 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 (CD) to Seller’s knowledge no party has repudiated any material provision of the such 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(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(a) Section 4.10(a) of the Disclosure Schedule lists of Exceptions sets forth a list of all material written and oral contracts or agreements existing as of the following contracts and other agreements date hereof to which Target HTR is a party:party (collectively the "Contracts" or individually a "Contract"): (i) any agreement (or group of related agreements) for which involves the lease of personal property from or to or from any Person third parties providing for lease payments in excess of $5,000 25,000 per annum; (ii) any under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money (including capitalized lease obligations) involving more than $25,000; (iii) which is in the nature of an employment, consulting or severance agreement or collective bargaining agreement (x) involving the annual payment of more than $5,000 or group (y) not entered into in the ordinary course of related agreementsbusiness; (iv) which is with any of the Exchanging Stockholders or their Affiliates; (v) which concerns confidentiality, nondisclosure or noncompetition; (vi) which is a profit sharing, stock option, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of its current or former directors, officers and employees; (vii) which by its terms is not terminable without liability and involves the annual payment or receipt of $5,000 or more; (viii) which the consequences of a default or termination of such Contract could have a Material Adverse Effect; (ix) which is in the nature of a partnership, joint venture strategic alliance, preferred vendor, collaborative arrangement or relationship or distribution agreement; (x) which involves 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 shall extend over a period of more than 1 year or involve consideration one (1) year, result 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, assumedfinancial loss to HTR, 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 ; or (xi) which is outside of the ordinary course of business or contains any provision requiring HTR to indemnify any other party thereto. (b) HTR has delivered made available to Buyer UOL a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) Contract and a written summary setting forth the material terms and conditions of each oral agreement referred Contract except for oral Contracts relating to in §4(p) obligations of $5,000 or less annually or employment contracts entered into the ordinary course of business. All of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is Contracts are legal, valid, binding, enforceablebinding and enforceable in accordance with their respective terms against HTR and any other parties thereto, and will be in full force and effect on substantially similar terms following the consummation of the transactions contemplated in all material respectsthis Agreement. There is not under any Contract: (i) any existing default, breach or violation by HTR or, to the knowledge of HTR, by any other party thereto; (Bii) no party is in material breach or defaultan event which, and no event has occurred that with after notice or lapse of time or both, would constitute a material default or breach or defaultby HTR or, to the knowledge of HTR, by any other party, or permit termination, modification, modification or acceleration, under the agreementContract; and or (Ciii) no party has repudiated to the knowledge of HTR, any material repudiation of any provision of any Contract which would have a Material Adverse Effect on the agreementbusiness of HTR when taken as a whole.

Contracts. 4(pSection 3(p) of the Disclosure Schedule lists all of the following material contracts and other agreements to which Target CTI is a party, including but not limited to the following: (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 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 involving any CTI Affiliates (other than TargetCTI); (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 including severance benefits in excess of $25,000 or providing material severance benefits50,000; (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) 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 CTI has advanced or loaned any other Person amounts in the aggregate exceeding $5,0007,500; (xiv) any agreement with any Person containing any provision or covenant prohibiting or materially limiting the ability of CTI to engage in any business activity or compete with any Person; (xv) any agreement pursuant to which any Lien has been imposed on any Acquired Assets; (xvi) any agreement that limits or contains restrictions on the ability of CTI to incur or suffer to exist any Lien, to purchase or sell any assets, to change the lines of business in which it participates or engages or to engage in any merger or other business combination; or (xvxvii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000. Target CTI has delivered to Buyer SYRIX a correct and complete copy list of each written agreement listed set forth in §4(pSection 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(pSection 3(p) of the Disclosure Schedule. With respect to each such agreement: , except as set forth in Section 3(p) of the Disclosure (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 amended or 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 QMT 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 QMT, 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 QMT Stockholder and his Affiliates (other than TargetQMT); (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 QMT; 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 QMT has delivered to Buyer QUANTUM 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 3.15 lists the following contracts and other agreements to which Target Seller is a partyparty or is bound: (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, 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, 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-competitionnoncompetition; (vi) any material agreement with involving any of the Seller and his Affiliates (other than Target)partners of Sellers and/or their respective Affiliates; (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, and officers and/or 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 or providing material severance benefitsbasis; (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 BusinessPerson; (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 $5,000Seller; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0005,000.00. Target has delivered to Buyer a 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 is attached hereto as Exhibit “E”. With respect to each such agreementof the Seller Agreements, except as set forth in Schedule 3.15: (A) the agreement Seller Agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (B) the Seller 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 agreementSeller Agreement; and (CD) no party has repudiated any material provision of the agreementSeller Agreement.

Contracts. 4(p(a) Section 2.14 of the Disclosure Schedule lists the following written contracts and other written agreements to which Target is the Company or any of the Company's Subsidiaries are a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person third party 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 or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iviii) 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 $5,000 100,000, or under which it has imposed a Lien on any of its material assets, tangible or intangible; (viv) any material agreement concerning confidentiality or non-competitionnoncompetition; (viv) any material agreement with the Seller and his Affiliates (other than Target)or its affiliates; (viivi) 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 or employees; (viiivii) any local collective bargaining agreement; (ixviii) any agreement for the employment of any individual on a full-time, time or part-time, consulting, or other time basis providing annual compensation in excess of $25,000 or providing material severance benefits100,000; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, officers and employees outside the Ordinary Course ordinary course of Businessbusiness; (xix) any agreement under which the consequences of a material default or termination could reasonably be expected to have a Material Adverse Effect; (xiixi) any agreement under agreements, contracts or commitments with manufacturers, suppliers, sales representatives, distributors, OEM strategic partners or customers pursuant to which it has granted any Person any registration rights (including, without limitation, demand of the Company and piggyback registration rights); (xiii) any settlement, conciliation its Subsidiaries recognized annual revenues or similar agreement, the performance of which will involve payment after the Closing Date of consideration annual payments in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000100,000; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered 100,000 for any twelve-month period. (b) With respect to Buyer a correct and complete copy of each written agreement required to be listed in §4(p) of the Disclosure Schedule (pursuant to this Section 2.14, except as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to disclosed in §4(pSection 2.5(a) of the Disclosure Schedule. With respect to each such agreement: , (Ai) the agreement is the legal, validbinding and enforceable obligation of the Company or a Subsidiary of the Company, binding, enforceableas the case may be, and is or will be at such time in full force and effect in all material respects; , except where the failure to be a legal, binding and enforceable obligation of the Company or the Company's Subsidiaries or to be in full force and effect will not have a Material Adverse Effect, (Bii) no party the continuation, validity and enforceability of such agreement immediately after the Closing will not be affected by the consummation of the transactions contemplated by this Agreement, (iii) the Company or the Company's Subsidiary, as the case may be, has performed all material obligations required to be performed by it in connection with such agreements and is not in material breach or default, and no event has occurred that with notice or lapse receipt of time would constitute a material breach or default, or permit termination, modification, or acceleration, any claim of default under the agreement; any such agreement and (Civ) no party none of the Company nor such Subsidiary, as the case may be, has repudiated any material provision of the such agreement.

Contracts. 4(pSection 3.1(m) of the Disclosure Schedule lists the following contracts and other agreements to which Target TechFront or NewCo 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 TechFront, or involve involves 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 moneyindebtedness, 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; (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 managers, 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 or providing material severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its managers, directors, officers, 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 considered to have a Material Adverse EffectEffect with regard to NewCo; (xiixi) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiiixii) any settlement, conciliation or similar agreement, the performance of agreement with any governmental entity which has or which will involve payment after the Closing Date Most Recent Fiscal Month End of consideration in excess of $5,00025,000; (xivxiii) any agreement under which Target NewCo has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or25,000; (xvxiv) 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 respects25,000; (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.or

Contracts. 4(pWith respect to each of the contracts listed in Section 4(m) of the Disclosure Schedule: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect as to the Company party thereto; (B) neither the Company party thereto nor, to the Knowledge of the Seller Entities, any other party is in material breach or default, and to the Knowledge of the Seller Entities, no event has 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) to the Knowledge of the Seller Entities, no party has repudiated any material provision of the agreement. Section 4(m) of the Disclosure Schedule lists the following contracts and other agreements in effect on the date hereof to which Target any Company is a party: (i) any agreement (or group of related agreements) for the lease of real or 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 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 any Company 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 intangible, other than the Bank Guarantees and the Security Agreements; (iv) any written agreement concerning confidentiality or noncompetition; (v) any material agreement concerning confidentiality with a Seller Entity or non-competitionanother Affiliate of any 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; (viiivii) any collective bargaining agreementagreement (each, as amended from time to time through the Closing Date, a “Collective Bargaining Agreement” and collectively the “Collective Bargaining Agreements”); (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 50,000 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 (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 (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer 50,000 in the aggregate; (xii) any agreement containing provisions under which a correct Company could be responsible for liquidated damages, including agreements for jobs-in-progress and complete copy of each written agreement listed in §4(pcompleted jobs; or (xiii) 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 any joint venture 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 similar agreement.

Contracts. 4(p) Section 3.17 of the Joint Disclosure Schedule lists the following contracts and other agreements Contractual Obligations to which Target either of TSI or Teligent is a party: (ia) any agreement Contractual Obligation concerning confidentiality or noncompetition; (b) any Contractual Obligation between or among TSI or Teligent and any of their respective Affiliates which is not on arms-length terms; (c) any Contractual Obligation under which the consequences of a default or termination would be reasonably expected to have a TSI Material Adverse Effect or Teligent Material Adverse Effect; (d) any Contractual Obligation (or group of related agreementsContractual Obligations) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumannually; (iie) any agreement Contractual Obligation (or group of related agreementsContractual Obligations) 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 services in excess of $5,0005,000 per 12 month period; (iiif) any agreement Contractual Obligation concerning a partnership or joint ventureventure in which TSI or Teligent is or is obligated to become a partner or joint venturer; (ivg) any agreement Contractual Obligation (or group of related agreementsContractual Obligations) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 money or under which it has imposed a Lien (other than a Permitted 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); (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 employeesemployees under which any benefits are currently payable or could reasonably be expected to be payable in the future; (viiii) any collective bargaining agreement; (ix) any agreement Contractual Obligation 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 or providing material severance benefitsor retirement benefits under which any compensation, benefits or other payments are currently payable or could reasonably be expected to be payable in the future; (xj) any agreement Contractual Obligation 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 Contractual Obligation under which the consequences of a default or termination could reasonably be expected to have a TSI Material Adverse Effect or a Teligent 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 (xvl) any other agreement Contractual Obligation (or group of related agreementsContractual Obligations) the performance of which involves consideration in excess of $5,000. Target Each of TSI and Teligent has delivered made available to TS Acquisition and the Buyer a correct and complete copy of each written agreement Contractual Obligation listed in §4(p) Section 3.17 of the Joint Disclosure Schedule (as such Contractual Obligation may have been amended to datethe date of this Agreement) and a written summary setting forth the material terms and conditions of each oral agreement Contractual Obligation referred to in §4(p) Section 3.17 of the Joint Disclosure Schedule. With Except as disclosed in Section 3.17 of the Joint Disclosure Schedule, to the Knowledge of each of TSI and Teligent, with respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceableEnforceable, and in full force and effect; (ii) subject to TSI or Teligent, as applicable, obtaining the necessary consents disclosed in Section 3.9 of the Joint Disclosure Schedule, the agreement will continue to be 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 respects§ 2 above); (Biii) since the Reorganization Date, 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 (Civ) since the Reorganization Date, no party has repudiated any material provision of the agreement; and (v) none of such agreements is, when considered singly or in the aggregate with others, unduly burdensome or onerous to TSI or Teligent, as applicable, or likely to result in a TSI Material Adverse Effect or Teligent Material Adverse Effect.

Contracts. 4(p) Section 4.20 of the Zydeco Disclosure Schedule lists the following contracts and other agreements to which Target any of Zydeco 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 annum1,000; (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 $5,000; (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 Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement agreement, contract or understanding (including any agreement, contract or understanding evidencing any outstanding indebtedness or other similar obligations to Zydeco or its Subsidiaries) with any director, officer, Affiliate or "associate" (as such term is defined in Rule 12b-2 under the Seller and his Affiliates (other than Target)Securities Exchange Act) of Zydeco or 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 or providing material severance benefitsbasis; (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) 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 Zydeco 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 $5,000. Target Zydeco has delivered to Buyer DataVon a correct and complete copy of each written agreement listed in §4(p) Section 4.20 of the Zydeco 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 4.20 of the Zydeco 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 respects; (Bii) 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; (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, or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

Contracts. 4(p(i) Buyer has been given the opportunity to review copies of all currently effective Contracts (other than the BAIT Contract, which is classified) described in clauses (A) through (L) to which Target is a party (the "MATERIAL CONTRACTS"), which copies are true and correct in all material respects, subject to ordinary course extensions, renewals, and similar changes. Section 4(n) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a partylists: (iA) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, providing for payments in excess of $100,000 per annum; (B) 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; (iiother than a Government Contract) 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 or delivery of goods and/or materials, the performance of which will extend over a period of more than 1 one year after the date of this Agreement or involve under which Target paid or received aggregate consideration in excess of $5,000400,000 during the year ended 1999, or reasonably expects based upon the operation of the Business as of the date hereof to pay or receive aggregate consideration in excess of $400,000 during the year ending 2000; (iiiC) any agreement concerning a partnership or joint ventureGovernment Contract and all amendments, supplements, and modifications thereto; (ivD) any Contract in excess of $300,000 creating or governing a partnership, limited liability company, joint venture or any teaming agreement or other Contract (however named) which teaming agreement or other Contract involved a sharing of profits, losses, costs, or liabilities by Target with any other Person; (E) any note, debenture, guarantee, loan, letter of credit, surety bond or other agreement, instrument or commitment (or group of related agreements) in effect as of the date hereof, under which it Target has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, including any agreement or commitment for future loans, credit or financing or any capitalized lease obligation, in excess of $5,000 300,000 or under which it Target has imposed a Lien Security Interest on any of its assetsthe material Assets, tangible or intangible; (vF) any material agreement concerning confidentiality (other than a teaming agreement) imposing on Target a restriction or non-competitionobligation regarding noncompetition; (viG) any material agreement with the Seller and his Affiliates Contract involving an obligation of Target to make any payment to any Affiliate of Target, Seller, or any of Target's directors, officers or employees (other than not including salary or similar compensation reflected on Target's payroll records); (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 employeesemployees (not including customary fringe benefits such as accrued vacation or sick leave); (viii) any collective bargaining agreement; (ixI) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing which is not terminable at-will or which provides annual compensation in excess of $25,000 100,000 or providing material severance benefits; (xJ) any agreement under which it Target has advanced or loaned any amount which remains outstanding, to any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness and which will not be paid off at or prior to the Closing Date; (xiK) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect;each Loss Contract; and (xiiL) each material amendment, supplement, and modification in respect of any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights);of the foregoing. (xiiiii) any settlementWith respect to each such Material Contract, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration except as set forth 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(pSection 4(n) of the Disclosure Schedule. With respect to each such agreement: , (A) the agreement Contract is legal, valid, binding, enforceable, and in full force and effect in all material respectsrespects as to Target and, to Seller's Knowledge, as to the other parties thereto; and (B) no party neither the Target, nor, to the Knowledge of Seller, any third party, is in material breach or default, and no event has occurred that with notice or lapse of time default which would constitute a material breach or default, or permit termination, modification, or acceleration, acceleration under the agreement; and Contract. (Ciii) Except as set forth on Section 4(n) of the Disclosure Schedule, Target is not engaged in any renegotiations of any amounts in excess of $250,000 paid or payable to Target under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation. Target has not received any written demand for such renegotiation in respect of any such Contract. Except as set forth on Section 4(n) of the Disclosure Schedule, no party Person, including any government contracting officer or prime contractor has repudiated given Target written notice that any material provision adjustments are required to the terms of the agreementany Material Contracts.

Contracts. 4(p) Section 3.25 of the Disclosure Schedule 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 person providing for lease payments in excess of $5,000 25,000 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 between the Seller Parent and his Affiliates (other than Target)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 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 benefitstime basis; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness; (xik) 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 (includingmaterial 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 Parent or loaned any other Person amounts in the aggregate exceeding $5,000a Parent Subsidiary; or (xvl) 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 Buyer the Parent or its counsel a correct and complete copy of each written agreement listed in §4(p) Section 3.25 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 3.25 of the Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, valid and binding on the Company and in full force and effect in all material respects; (Bii) to the Company's knowledge, no party is in material breach or default, and 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 (Ciii) no party has repudiated provided the Company with notice of repudiation of 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(pWith respect to each of the contracts listed in Section 4(m) of the Disclosure Schedule: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect as to the Company party thereto; (B) neither the Company party thereto nor, to the Knowledge of the Seller Entities, any other party is in material breach or default, and no event has 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) neither the Company party thereto nor, to the Knowledge of the Seller Entities, any other party, has repudiated any material provision of the agreement. Section 4(m) of the Disclosure Schedule lists the following contracts and other agreements in effect on the date hereof to which Target any Company is a party: (i) any agreement (or group of related agreements) for the lease of real or 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 year or involve consideration in excess of $5,00050,000, or any agreement requiring capital expenditures or the disposal or acquisition of assets in excess of $50,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it any Company 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 intangible; (iv) any material written agreement concerning confidentiality or noncompetition; (v) any material agreement concerning confidentiality with a Seller Entity or non-competitionanother Affiliate of any Seller Entity or any 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 or 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 50,000 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 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 (xvxi) any other agreement (or group of related agreements) the performance of which which, or the payments under which, involves consideration in excess of $5,000. Target has delivered 50,000 in the aggregate; (xii) any agreement for any joint venture, partnership, strategic alliance, co-marketing arrangement or other similar agreement; (xiii) any agreement for the exclusive supply of products or services to Buyer a correct and complete copy of each written agreement listed in §4(por by any Company; or (xiv) 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 any tax sharing 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 allocation agreement.

Contracts. 4(p) of the Disclosure Schedule SCHEDULE 3.19 lists the following contracts Contracts and other agreements to which Target the Company 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 ***; (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 venture;venture agreement; 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. (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; (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) 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: (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(pSection 4(o) of the Disclosure Schedule lists the following written contracts and other agreements and oral contracts and agreements to which the Target is a partyparty of which the Seller Knowledge: (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 one year and involve consideration of more than $10,000, or result in a loss to the Target, or involve consideration consideration, in excess of $5,00020,000; (iii) any agreement concerning participation by the Target in 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 the Seller and his Affiliates (other than Target)and/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 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 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 (includingadverse 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) outside the Ordinary Course of Business the performance of which involves consideration in excess of $5,00020,000. Target The Seller has delivered to the Buyer a correct and 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 in §4(pSection 4(o) of the Disclosure Schedule. With respect to each such agreement, except as may be expressly disclosed in Section 4(o) of the Disclosure Schedule: (A) the agreement is legal, valid, binding, enforceable, presently in full force and effect; (B) the agreement will continue to be in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (BC) to the Knowledge of the Seller, 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 petit termination, modification, or acceleration, under the agreement; and (CD) to the Knowledge of the Seller, no party has repudiated any material provision of the agreement.

Contracts. 4(pSchedule 4.01(x)(i) of the Disclosure Schedule lists the following contracts and other agreements to which Target any of CRC and the CRC Acquired Subsidiaries is a party:party which relate in any way to any of the Acquired Businesses (each a "CRC Material Contract"): (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 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 loss to any of CRC and the CRC Acquired Subsidiaries, 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 50,000 or under which it has imposed granted 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 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 50,000 or providing material severance benefits; (xviii) any agreement under which it has advanced or loaned any amount in excess of $10,000 to any of its directors, officers, and employees outside the Ordinary Course of Businessofficers or employees; (xiix) any agreement with, or plan covering, any officer or employee of CRC or any CRC Acquired Subsidiary the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving CRC or any of the CRC Acquired Subsidiaries of the nature contemplated by this Agreement; (x) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse EffectEffect on the Acquired Businesses; (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 (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000 during any consecutive 12 month period. Target CRC has delivered to Buyer JEI (i) a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule CRC Material Contract (as amended to date) and (ii) a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 4.01(x)(i). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally, by general equitable principals (regardless of whether such enforceability is considered in a proceeding in equity or as law), and except to the extent that indemnification provisions may be unenforceable due to public policy; (B) subject to the receipt of any necessary approvals and consents for the transfer of the rights thereunder to JEI (which approvals and consents are listed on Schedule 4.01(d)), 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) except as otherwise set forth on Schedule 4.01(x)(ii)(C) and except for the license agreement with Carnival, which will be terminated at the Closing, 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, except for any of the foregoing matters which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Acquired Businesses taken as a whole; and (CD) to the best of CRC's knowledge, no party has repudiated any material provision of the agreement.

Contracts. Section 4(p) of the Disclosure Schedule Annex III lists the following contracts and other agreements to which Target VIVA 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 U.S. $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 VIVA or involve consideration in excess of U.S. $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it VIVA has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of U.S. $5,000 10,000 or under which it any such party has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition arrangements; (vi) any material agreement with the Seller between VIVA and his Affiliates (other than Target)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 U.S. $25,000 10,000 or providing material severance benefits, other than those severance obligations imposed by Venezuelan labor law; (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;; or 133 (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 VIVA 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 U.S. $5,00010,000, and all agreements relating to the Channels, Wireline Services, Permits, and Channel Licenses. Target VIVA has delivered to Buyer a correct and complete copy of each written agreement listed in §' 4(p) of the Disclosure Schedule Annex III (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 ScheduleAnnex III . With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; and 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; (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. Section 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 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 and his its 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 as a consultant or independent contractor on a full-time, time or part-timetime basis, consulting, or other basis providing annual compensation in excess of $25,000 25,000, or any employment agreement 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) 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 The Seller has 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, bindingbinding and enforceable against Target and/or its Subsidiaries, enforceableas applicable, and to Seller's Knowledge, against all other parties thereto, and in full force and effect in all material respectseffect; (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.agreement will continue to be legal,