Common use of COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS Clause in Contracts

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE covenants and agrees with TECTON that ENDURANCE shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTON, through its directors, officers, employees and authorized agents and representatives, at TECTON’s own cost, full access to the books, records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCE, so as to permit TECTON to make such investigation (“TECTON’s Investigation”) of ENDURANCE as TECTON considers advisable; and (b) provide to TECTON all such further documents, instruments and materials and do all such acts and things as may be required by TECTON to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants and agrees with TECTON that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 7.1 Deploy covenants and agrees with TECTON NMG that ENDURANCE shall: (a) from and including the Effective Date through to and including the Time of Closing, Closing Date it shall: (a) permit TECTONNMG, through its directors, officers, employees and authorized agents and representatives, representatives (collectively the “NMG Representatives”) at TECTONNMG’s own cost, full access during normal business hours to the Deploy’s books, records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts material contracts and minute books of ENDURANCEDeploy, and any Information relating to Deploy’s directors or officers, so as to permit TECTON NMG to make such investigation (the “TECTON’s NMG Investigation”) of ENDURANCE Deploy as TECTON considers advisableNMG deems necessary; (b) use its reasonable commercial efforts to complete the Deploy Investigation (as such term is defined in Section 7.3(a)) within 30 days of the date that the Deploy Representatives (as such term is defined in Section 7.3(a)) receive all required due diligence materials in order to complete the Deploy Investigation, inclusive of the NMG Financial Statements as required for the completion of financial and accounting due diligence; (c) with the cooperation of NevadaCo, NMG and the NMG Members, use commercially reasonable efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder as soon as reasonably possible following receipt of any materials required from NMG pursuant to Section 7.3(a), which efforts will include, among other things, (i) producing and filing with the Exchange and the applicable Securities Commissions the disclosure document for the Concurrent Financing in the form required by applicable Securities Law along with producing the applicable closing documents for the Concurrent Financing; and (bii) provide to TECTON all producing and filing with the Exchange the Filing Statement or such further documentsother form as is required or permitted by the Exchange in respect of the Acquisition, instruments with the assistance of NMG, and materials the parties acknowledge and do all such acts and things as may agree that Deploy will be required by TECTON to obtain any regulatory approvals that may be required under applicable laws; andresponsible for the costs associated with the items enumerated in paragraph 5.1(b); (cd) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE contained in this Agreement Deploy or any certificates or documents delivered by any of them pursuant to this Agreement NevadaCo remain true and correctcorrect and not do any such act or thing that would render any representation or warranty of Deploy or NevadaCo untrue or incorrect; (e) preserve and protect the Listing; (f) not solicit or negotiate with any other Person in respect of any offer to buy, or offer to agree to sell, or sell or issue, any of its assets or unissued shares in its capital or any interest therein and shall not merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than NMG; (g) use reasonable commercial efforts to obtain all Deploy Approvals, any consents and waivers and give all notices, which are required prior to Closing; (h) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary Deploy Approvals and Regulatory Approval under Applicable Laws and Exchange requirements to the transactions contemplated hereby; (i) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein; (j) not incur or commit to incur any debt other than in the ordinary course of business and for professional fees in connection with the transactions contemplated by this Agreement; (k) not make any expenditures out of the ordinary course of business, other than as contemplated herein; (l) not declare or pay any dividends or distribute any of its properties or assets to shareholders; (m) not enter into or amend or terminate any Material Contracts out of the ordinary course of business, other than in connection with this Agreement; (n) not alter or amend its articles or by-laws; (o) not redeem, purchase or offer to purchase any Deploy Shares or other Securities; (p) not acquire, directly or indirectly, any assets, including but not limited to Securities of other companies, other than as contemplated herein; and (q) within five (5) business days after the Effective Date, complete and submit for execution to NMG and the NMG Members all applicable governmental authorities all documentation necessary to obtain the Required Approvals for this Agreement and the transactions contemplated herein. 7.2 NevadaCo covenants and agrees with NMG that from and including the Effective Date through to and including the Closing Date it shall: (a) use reasonable commercial efforts to obtain all NevadaCo Approvals, any consents and waivers and give all notices, which are required prior to Closing; (b) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary NevadaCo Approvals and Regulatory Approval under Applicable Laws and Exchange requirements to the transactions contemplated hereby; and (c) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein. 7.3 NMG covenants and agrees with Deploy and NevadaCo that from and including the Effective Date through to and including the Closing Date it shall: (a) permit Deploy, and their authorized agents and representatives (collectively, the “Deploy Representatives”), at Deploy’s own cost, full access during normal business hours to NMG’s books, records and property including, without limitation, all of the Assets, Material Contracts and Books and Records of NMG and any Information relating to NMG and the NMG Subsidiaries’ directors, officers and shareholders, so as to permit the Deploy Representatives to make such investigation (the “Deploy Investigation”) of NMG as Deploy deems necessary; (b) protect, preserve, and maintain the business of NMG, and specifically shall maintain operations in the ordinary course of business, shall not arrange for the dissipation of its Assets, and shall not declare any extra-ordinary dividends unless consented to in writing by Deploy; (c) continue to make payments to HF Management Group LLC in accordance with the terms of the Termination Agreement; (d) on the Effective Date, on the date of declaration of any dividends, five (5) days prior to Closing, and as at Closing, provide to Deploy a list of all payables, receivables, and any other items required to calculate working capital as at such date; (e) use its reasonable commercial efforts to complete the NMG Investigation within 30 days of the date that the NMG Representatives receive all required due diligence materials in order to complete the NMG Investigation; (f) use its reasonable commercial efforts to provide to Deploy, at the request of Deploy as soon as available, all such further Information, documents, instruments and materials and do all such acts and things as may be required by Deploy to obtain Regulatory Approval including, but not limited to, providing to Deploy: (i) the NMG Financial Statements in a form acceptable to the Exchange in connection with the Acquisition; (ii) a valuation of the Assets of NMG in a form acceptable to the Exchange in connection with the Acquisition, if such valuation is requested by the Exchange or it is mutually determined by NMG and Deploy that it would be beneficially to provide such valuation to the Exchange; and (iii) for each director, officer, person who performs investor relations activities, or major shareholder who will hold or control, directly or indirectly, more than 10% of the post-Consolidated Deploy Shares on Closing, a fully completed and properly executed personal information form in the form required by the Exchange; (g) do all such acts and things necessary to ensure that all of the representations and warranties of NMG remains true and correct and not do any such act or thing that would render any representation or warranty of NMG untrue or incorrect except as contemplated by this Agreement; (h) preserve and protect the Assets; (i) not solicit or negotiate with any other Person in respect of any participation interest or agreement in relation to the Assets, offer to buy, or offer to agree to sell, or sell any Assets or other assets of NMG or the NMG Subsidiaries or any interest therein or issue any shares in the capital of NMG or the NMG Subsidiaries or other securities and shall not allow NMG or the NMG Subsidiaries to merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than Deploy; (j) use its reasonable commercial efforts to obtain all NMG Approvals, any consents and waivers and give all notices which are required prior to Closing; (k) execute all undertakings and comply with all requirements of the applicable securities laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary NMG Approvals and Regulatory Approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby; (l) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein; (m) not incur or commit to incur any additional debt out of the ordinary course of business and professional fees incurred with respect to this Agreement, except with the prior consent of Deploy; (n) not make any material expenditures out of the ordinary course of business, other than as contemplated herein; (o) not enter into any Material Contracts out of the ordinary course of business and shall not enter into or amend or terminate any Material Contracts in relation to the Assets; (p) not alter or amend its articles or by-laws; (q) not sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber the Assets or any of its other assets; and (r) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as contemplated herein. 7.4 The NMG Members covenant and agree with Deploy and NevadaCo that, prior to the Closing, the NMG Members shall: (a) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereofagreement for the sale, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants and agrees with TECTON thatoption, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a saletransfer, encumbrance or other disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit of all or otherwise adversely affect the rights any part of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; andNMG Securities; (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the its representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from correct and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any such act or thing that would render any representation of their representations or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrectincorrect except as contemplated by this Agreement; (c) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby; and (d) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 Each of the AERO Group jointly and severally covenants and agrees with TECTON FCCN that ENDURANCE each of the AERO Group shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONFCCN, through its directors, officers, employees and authorized agents and representatives, at TECTONFCCN’s own cost, full access to the books, records and property of ENDURANCE AERO including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCEAERO, so as to permit TECTON FCCN to make such investigation (“TECTONFCCN’s Investigation”) of ENDURANCE AERO as TECTON FCCN considers advisable; and (b) provide to TECTON FCCN all such further documents, instruments and materials and do all such acts and things as may be required by TECTON FCCN to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE each of the AERO Group contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE AERO and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE AERO in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONFCCN, ENDURANCE each of the AERO Group shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE any member of the AERO Group to enter into into, and each of the AERO Group themselves shall enter into, a non-disclosure agreement with TECTON FCCN in a form acceptable to TECTON FCCN acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 Each of the AERO Group jointly and severally covenants and agrees with TECTON FCCN that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE each of the AERO Group shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE any of the AERO Group contained in this Agreement or any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interestsAERO Shares. 3.3. ENDURANCE 3.3 Each of the AERO Group jointly and severally acknowledges to and agrees with TECTON FCCN that TECTONFCCN’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON FCCN as provided for hereunder in respect of the representations and warranties of ENDURANCE each of the AERO Group contained in this Agreement or in any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement. 3.4. TECTON 3.4 FCCN covenants and agrees with ENDURANCE the AERO Group that TECTON FCCN shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON FCCN contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) use its reasonable best efforts to assume the Options as applicable, under an FCCN Stock Option Plan, and to cause the FCCN Stock Option Plan to be registered on Form S-8 under the 1933 Act at such time as FCCN is eligible to file a registration statement on Form S-8; and (d) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) . and, if so requested by ENDURANCEAERO, TECTON FCCN shall arrange for any director, officer, employee, authorized agent or representative of TECTON FCCN to enter into, and TECTON FCCN itself shall enter into, a non-disclosure agreement with ENDURANCE AERO in a form acceptable to ENDURANCEAERO. 3.5. TECTON 3.5 FCCN covenants and agrees with ENDURANCE the AERO Group that, from and including the Effective Date through to and including the Time of Closing, TECTON FCCN shall not do any act or thing that would render any representation or warranty of TECTON FCCN contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect. 3.6 Each of the AERO Group jointly and severally acknowledges to FCCN that, as of the Effective Date, it has been informed by FCCN that: (a) FCCN is in default of the requirements incumbent upon it as a reporting issuer under the 33 Act or the 34 Act; and (b) FCCN has made failed to make all of its filings with the SEC that it is required to make.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 Radium covenants and agrees with TECTON Einscribe that ENDURANCE it shall: (a) : from and including the Effective Date through to and including the Time of Closing, permit TECTONEinscribe, itself and through its directors, officers, employees and authorized agents and representativesrepresentatives (collectively "Einscribe's Representatives"), at TECTON’s its own cost, full access to the booksRadium's property, books and records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts contracts and minute books of ENDURANCERadium, so as to permit TECTON Einscribe's Representatives to make such investigation (“TECTON’s the "Einscribe Investigation”") of ENDURANCE Radium as TECTON considers advisableit deems necessary; and (b) provide to TECTON all such further documents, instruments and materials and do all such acts and things as may be required by TECTON to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE Radium remain true and correct and not do any such act or thing that would render any representation or warranty of Radium untrue or incorrect; except as may be required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of 2 years thereafter, keep confidential all discussions and communications between the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Einscribe to do so, Radium shall arrange for its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created by this Agreement to provide to Einscribe a letter confirming their agreement to be personally bound by these non-disclosure provisions. 3.2 Radium acknowledges to and agrees with Einscribe that the Einscribe Investigation shall in no way limit or otherwise adversely affect the rights of Einscribe as provided for hereunder in respect of the representations and warranties of Radium contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true Agreement. 3.3 Einscribe covenants and correct; and (d) agrees with Radium that it shall: from and including the Effective Date through to and including the Time of Closing, preserve permit Radium, through its directors, officers, employees and protect authorized agents and representatives (collectively "Radium's Representatives") at its own cost, full access to Einscribe's books, records and property including, without limitation, all of the goodwillAssets, assets, business and undertaking of ENDURANCE and, without limiting so as to permit Radium to make such investigation (the generality "Radium Investigation") of the foregoing, carry on the development of the assets of ENDURANCE in a reasonable Business and prudent mannerAssets as Radium deems necessary; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants and agrees with TECTON that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement Einscribe remain true and correct, and not do any such act or thing that would render any representation or warranty of Einscribe untrue or incorrect; and (c) from and including the Effective Date through to and including the Time of Closing, subject preserve and protect the Business and Assets and, without limiting the generality of the foregoing, carry on the Business in a reasonable and prudent manner; not negotiate with any other person in respect of a purchase and sale of any part of the Business and Assets; and except as may be required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to its legal reporting obligationsit, while this Agreement is in effect and for a period of 2 years thereafter, keep confidential all discussions and communications (including between the parties including, without limitation, all information communicated therein) between the PARTIES, therein and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) between them and, if so requested by ENDURANCERadium to do so, TECTON Einscribe shall arrange for any directorits directors, officerofficers, employeeemployees, authorized agent agents and representatives that are or representative that may become aware of TECTON the relationship between the parties created by this Agreement to enter into, and TECTON itself shall enter into, provide to Radium a letter confirming their agreement to be personally bound by these non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCEprovisions. 3.5. TECTON covenants 3.4 Einscribe acknowledges to and agrees with ENDURANCE that, from Radium that the Radium Investigation shall in no way limit or otherwise adversely affect the rights of Radium as provided for hereunder in respect of the representations and including the Effective Date through to and including the Time warranties of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON Einscribe contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrectAgreement.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 Each of the EXSTREAM Group jointly and severally covenants and agrees with TECTON E*Comnetrix that ENDURANCE each of the EXSTREAM Group shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONE*Comnetrix, through its directors, officers, employees and authorized agents and representatives, at TECTON’s E*Comnetrix's own cost, full access to the books, records and property of ENDURANCE EXSTREAM including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCEEXSTREAM, so as to permit TECTON E*Comnetrix to make such investigation (“TECTON’s "E*Comnetrix's Investigation”") of ENDURANCE EXSTREAM as TECTON E*Comnetrix considers advisable; and; (b) provide to TECTON E*Comnetrix all such further documents, instruments and materials and do all such acts and things as may be required by TECTON E*Comnetrix to obtain any regulatory approvals that may be required under applicable laws; and; (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE each of the EXSTREAM Group contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and; (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE EXSTREAM and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE EXSTREAM in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONE*Comnetrix, ENDURANCE each of the EXSTREAM Group shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE any member of the EXSTREAM Group to enter into into, and each of the EXSTREAM Group themselves shall enter into, a non-disclosure agreement with TECTON E*Comnetrix in a form acceptable to TECTON E*Comnetrix acting reasonably; and. (f) not issue any shares or other securities of EXSTREAM or any of its subsidiaries; (g) not declare, pay, authorize authorise or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and; (gh) not waive any rights of material value; and; (hi) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; (j) not make or authorise any payment to officers, directors or employees in their capacity as such except in the ordinary course of business and at rates of salary, bonus or other remuneration consistent with remuneration of previous years; and (ik) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 Each of the EXSTREAM Group jointly and severally covenants and agrees with TECTON E*Comnetrix that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE each of the EXSTREAM Group shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE any of the EXSTREAM Group contained in this Agreement or any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interestsEXSTREAM Shares or any other shares, goodwill, assets, business or undertaking of EXSTREAM. 3.3. ENDURANCE 3.3 Each of the EXSTREAM Group jointly and severally acknowledges to and agrees with TECTON E*Comnetrix that TECTON’s E*Comnetrix's Investigation shall in no way limit or otherwise adversely affect the rights of TECTON E*Comnetrix as provided for hereunder in respect of the representations and warranties of ENDURANCE each of the EXSTREAM Group contained in this Agreement or in any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement. 3.4. TECTON 3.4 E*Comnetrix covenants and agrees with ENDURANCE the EXSTREAM Group that TECTON E*Comnetrix shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, approvals for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and; (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON E*Comnetrix contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and; (c) use its reasonable best efforts to assume the Options as applicable, under the E*Comnetrix Stock Option Plan, and to cause the E*Comnetrix Stock Option Plan to be registered on Form S-8 under the Securities Act of 1933, as amended (the "1933 Act"); (d) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosurejurisdiction; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and and, if so requested by ENDURANCEEXSTREAM, TECTON E*Comnetrix shall arrange for any director, officer, employee, authorized agent or representative of TECTON E*Comnetrix to enter into, and TECTON E*Comnetrix itself shall enter into, a non-disclosure agreement with ENDURANCE EXSTREAM in a form acceptable to ENDURANCEEXSTREAM acting reasonably. 3.5. TECTON 3.5 E*Comnetrix covenants and agrees with ENDURANCE the EXSTREAM Group that, from and including the Effective Date through to and including the Time of Closing, TECTON E*Comnetrix shall not do any act or thing that would render any representation or warranty of TECTON E*Comnetrix contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 9.1 Abba covenants and agrees with TECTON the Targets that ENDURANCE from and including the Effective Date through to and including the Closing Date it shall: (a) with the cooperation of the Targets and the Target Shareholders, use commercially reasonable efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder as soon as reasonably possible, which efforts will include, among other things: (i) producing and filing with the Exchange an information circular and Listing Statement, or such other form as is required or permitted by the Exchange in respect of the Acquisition, with the assistance of the Targets; (ii) producing and filing with the Exchange and the applicable Securities Commissions all forms required by applicable Securities Law, along with producing the applicable closing documents, for the Financing; (iii) obtaining the Exchange's acceptance of the Financing; (b) provide OpCo with a mutually acceptable commitment of working capital in accordance with a negotiated and capped budget (the "Working Capital Commitment") to enable OpCo to carry on its business and achieve its EBITDA Targets, and a mutually acceptable schedule for the provision of such working capital (the "Working Capital Schedule"); (c) submit the Working Capital Commitment and Working Capital Schedule to regular (and no less than semi-annual) review and revision by a committee formed by a designated representative of Abba and a designated representative of OpCo (which representative of OpCo shall be one of the Employees) (the "Budget Committee") and may be revised by the mutual agreement of the Budget Committee, acting reasonably; (d) use good faith commercially reasonable efforts to: (i) <redacted – commercially sensitive confidential; (ii) <redacted – commercially sensitive confidential information; (e) do all such acts and things necessary to ensure that all of the representations and warranties of Abba remain true and correct in all material respects, and not do any such act or thing that would render any representation or warranty of Abba untrue or incorrect; (f) use reasonable commercial efforts to obtain all Abba Approvals, any consents and waivers and give all notices, which are required prior to Closing; (g) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or Regulatory Authority, which may be necessary or reasonable to obtain the necessary Abba Approvals and Regulatory Approval under Applicable Laws and Exchange requirements to the transactions contemplated hereby; (h) not declare or pay any dividends or distribute any of its properties or assets to shareholders; (i) not alter or amend its articles or by-laws except as contemplated by the terms hereof; (j) not redeem, purchase or offer to purchase any of its common shares or other securities; 9.2 Each of MFT and LPC severally but not jointly nor jointly and severally covenant and agree with Abba that from and including the Effective Date through to and including the Closing Date it shall: (a) use its reasonable commercial efforts to provide to Abba, at the request of Abba as soon as available, all such further information, documents, instruments and materials and do all such acts and things as may be required by Abba to obtain Regulatory Approval including, but not limited to, providing to Abba: (i) the MFT Financial Statements and LPC Financial Statements in a form acceptable to the Exchange in connection with the Acquisition; (ii) a valuation of the MFT Assets and LPC Assets in a form acceptable to the Exchange in connection with the Acquisition, if such valuation is requested by the Exchange or it is mutually determined by MFT, LPC and Abba that it would be beneficially to provide such valuation to the Exchange; and (iii) a fully completed and properly executed personal information form in the form required by the Exchange, for each director, senior officer and 10% shareholder of Abba; (b) do all such acts and things necessary to ensure that all of the representations and warranties of MFT and LPC remain true and correct in all material respects and not do any such act or thing that would render any representation or warranty of MFT or LPC untrue or incorrect in any material respects except as contemplated by this Agreement; (c) preserve and protect the MFT Assets and LPC Assets; (d) complete and deliver a valuation of the MFT Assets and LPC Assets in a form acceptable to the Exchange in connection with the Acquisition, if such valuation is requested by the Exchange or it is mutually determined by MFT, LPC and Abba that it would be beneficially to provide such valuation to the Exchange; (e) execute and deliver the Employment Agreements and the Non-Competition Agreements; (f) not solicit or negotiate with any other Person in respect of any participation interest or agreement in relation to the MFT Assets or LPC Assets, offer to buy, or offer to agree to sell, or sell any of the MFT Assets or LPC Assets or other assets of either of the Targets or any interest therein or issue any shares in the capital of either of the Targets or other securities and shall not merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than Abba; (g) use its reasonable commercial efforts to obtain all Approvals, any consents and waivers and give all notices which are required prior to Closing; (h) ensure that the board of directors of each of MFT and LPC, respectively, approve the transfer of the Purchased Shares to Abba; (i) execute all undertakings and comply with all requirements of the applicable securities laws, the Exchange, the Securities Commissions and any other Persons or governmental or Regulatory Authority, which may be necessary or reasonable to obtain the necessary Approvals and Regulatory Approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby; (j) excepting the acquisition of real property located 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxxxxx and more particularly described as PIDs 60010931 and 60161171 (the “Restigouche Road Property”), not incur or commit to incur liabilities except (i) in the ordinary course of business consistent with past practice and (ii) transaction costs to a maximum of $25,000; (k) not make any material expenditures out of the ordinary course of business, other than as contemplated herein; (l) not declare or pay any dividends or distribute any of its properties or the MFT Assets or LPC Assets to its shareholders; (m) not enter into or amend or terminate any MFT Material Contracts or LPC Material Contracts; (n) not alter or amend its articles or by-laws; (o) not sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber the MFT Assets or LPC Assets; and (p) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary course of business or as contemplated herein. 9.3 Each of the Target Shareholders severally but not jointly nor jointly and severally covenant and agree with Abba that, prior to the Closing Date, such Target Shareholder, as the case may be, shall: (a) from and including the Effective Date through to and including the Time of ClosingClosing Date, permit TECTON, through its directors, officers, employees and authorized agents and representatives, at TECTON’s own cost, full access to the books, records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCE, so as to permit TECTON to make such investigation (“TECTON’s Investigation”) of ENDURANCE as TECTON considers advisable; and (b) provide to TECTON all such further documents, instruments and materials and do all such acts and things as may be required by TECTON to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereofagreement for the sale, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants and agrees with TECTON thatoption, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a saletransfer, encumbrance or other disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit of all or otherwise adversely affect the rights any part of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; andPurchased Shares; (b) from and including the Effective Date through to and including the Time of ClosingClosing Date, do all such acts and things that may be necessary to ensure that all of the its representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from correct and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation of their representations or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrectincorrect except as contemplated by this Agreement; (c) assign any intellectual property rights necessary for the conduct of OpCo and the Target Business to MFT or LPC, respectively; (d) lease to OpCo, or as Abba may direct, any real property which is directly or indirectly owned or leased by a Target Shareholder or an affiliate thereof, which is used in whole or in part to carry on the business of either Target, at lease rates which are no greater than current market rates for equivalent property which is similarly situated; and (e) execute all undertakings and comply with all requirements of applicable securities laws, the Exchange and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE covenants 3.1 The Vendors and agrees Metro jointly and severally covenant and agree with TECTON the Purchaser that ENDURANCE the Vendors and Metro shall: (a) from and including the Effective Date date of this Agreement through to and including the Time of Closing, permit TECTONthe Purchaser, through its directors, officers, employees and authorized agents and representatives, representatives (collectively the "Purchaser's Representatives") at TECTON’s its own cost, full access to the Metro's books, records and property of ENDURANCE including, without limitation, all of the assetsAssets, contracts, correspondence, accounts contracts and minute books of ENDURANCEMetro, so as to permit TECTON the Purchaser to make such investigation (“TECTON’s the "Purchaser's Investigation”") of ENDURANCE Metro as TECTON considers advisable; andthe Purchaser deems necessary; (b) on or before the 30th day of April, 1998, provide to TECTON the Purchaser all such further documents, instruments and materials and do all such acts and things as may be required by TECTON the Purchaser to obtain any regulatory approvals Regulatory Approval including, but not limited to, providing to the Purchaser a valuation opinion of Metro in a form and by a party acceptable to the VSE so as to permit the Purchaser's Shares to be issued as "trading shares" as that may term is defined in VSE Listings Policy Statement No. 18 (but the Purchaser will be required under applicable laws; andresponsible for all costs relating to such valuation); (c) from and including the Effective Date date of this Agreement through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE the Vendors or either of them contained in this Agreement or any certificates or documents delivered by any them or either of them pursuant to this Agreement remain true and correct; and; (d) from and including the Effective Date date of this Agreement through to and including the Time of Closing, preserve and protect all of the goodwill, assetsAssets, business and undertaking of ENDURANCE Metro and, without limiting the generality of the foregoing, carry on the development business of the assets of ENDURANCE Metro in a reasonable and prudent manner; and (e) from and including the Effective Date date of this Agreement through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between among the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONthe Purchaser, ENDURANCE the Vendors and Metro shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE Metro to enter into and the Vendors themselves shall enter into a non-non- disclosure agreement with TECTON the Purchaser in a form acceptable to TECTON the Purchaser acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants 3.2 The Vendors and agrees Metro jointly and severally covenant and agree with TECTON the Purchaser that, from and including the Effective Date date of this Agreement through to and including the Time of Closing, ENDURANCE shall notthe Vendors and Metro shall: (a) not do any such act or thing that would render any representation or warranty of ENDURANCE the Vendors or any one of them contained in this Agreement or any certificates or documents delivered by ENDURANCE them or any one of them pursuant to this Agreement untrue or incorrect; norand (b) sell, encumber or dispose of, or not negotiate with any other person in respect of a salepurchase and sale of any of the Metro Shares or any part of the Assets, encumbrance or disposition of, other than a sale of part of the LLC membership interestsAssets in the ordinary course of Metro's business. 3.3. ENDURANCE acknowledges 3.3 The Vendors jointly and severally acknowledge to and agrees agree with TECTON the Purchaser that TECTON’s the Purchaser's Investigation shall in no way limit or otherwise adversely affect the rights of TECTON the Purchaser as provided for hereunder in respect of the representations and warranties of ENDURANCE the Vendors contained in this Agreement or in any certificates or documents delivered by ENDURANCE them pursuant to this Agreement. 3.4. TECTON covenants 3.4 Datawave Canada and agrees the Purchaser jointly and severally covenant and agree with ENDURANCE the Vendors and with Metro that TECTON Datawave Canada and the Purchaser shall: (a) from and including the date of this Agreement through to and including the Time of Closing, permit the Vendors themselves and through their authorized agents and representatives (collectively the "Vendors' Representatives") at their own cost, full access to the Purchaser's property, books and records including, without limitation, all of the assets, contracts and minute books of the Purchaser, so as to permit the Vendors' Representatives to make such investigation (the "Vendors' Investigation") of the Purchaser as the Vendors deem necessary; (b) use its reasonable their best efforts to obtain any regulatory approvals, if any, Regulatory Approval for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and30th day of April, 1998; (bc) from and including the Effective Date date of this Agreement through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON the Purchaser contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and (cd) from and including the Effective Date date of this Agreement through to and including the Time of Closing, Closing and subject to its legal obligations as a reporting obligationsissuer listed on a stock exchange, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCEthe Vendors or by Metro, TECTON the Purchaser shall arrange for any director, officer, employee, authorized agent or representative of TECTON the Purchaser's Representatives to enter into, and TECTON the Purchaser itself shall enter into, a non-disclosure agreement with ENDURANCE the Vendors and Metro in a form acceptable to ENDURANCEthe Vendors and Metro acting reasonably. 3.5. TECTON covenants 3.5 Datawave Canada and agrees the Purchaser jointly and severally covenant and agree with ENDURANCE the Vendors and with Metro that, from and including the Effective Date date of this Agreement through to and including the Time of Closing, TECTON Datawave Canada and the Purchaser shall not do any such act or thing that would render any representation or warranty of TECTON Datawave Canada and the Purchaser contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 5.1 FUN covenants and agrees with TECTON OPINIT that ENDURANCE from and including the Effective Date through to and including the Closing Date it shall: (a) permit OPINIT, through its directors, officers, employees and authorized agents and representatives (collectively the “OPINIT Representatives”) at OPINIT’s own cost, full access during normal business hours to FUN’s books, records and property including, without limitation, all of the assets, material contracts and minute books of FUN, and any Information relating to FUN’s directors or officers, so as to permit OPINIT to make such investigation (the “OPINIT Investigation”) of FUN as OPINIT deems necessary; (b) use its reasonable commercial efforts to complete the FUN Investigation (as such term is defined in Section 5.2(a)) within 30 days of the date that the FUN Representatives (as such term is defined in Section 5.2(a)) receive all required due diligence materials in order to complete the FUN Investigation; (c) with the cooperation of OPINIT and the OPINIT Shareholders, use commercially reasonable efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder as soon as reasonably possible following receipt of any materials required from OPINIT pursuant to Section 5.2(a), which efforts will include, among other things: (i) obtaining the Exchange’s acceptance of the Acquisition (if required); and the parties acknowledge and agree that FUN will be responsible for the costs associated with the items enumerated in paragraphs (b) and (c); (d) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of FUN remain true and correct and not do any such act or thing that would render any representation or warranty of FUN untrue or incorrect; (e) preserve and protect the Listing; (f) not solicit or negotiate with any other Person in respect of any offer to buy, or offer to agree to sell, or sell or issue, any of its assets or unissued shares in its capital or any interest therein and shall not merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than OPINIT; (g) use reasonable commercial efforts to obtain all FUN Approvals, any consents and waivers and give all notices, which are required prior to Closing; (h) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary FUN Approvals and Regulatory Approval under Applicable Laws and Exchange requirements to the transactions contemplated hereby; (i) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein; (j) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as contemplated herein. 5.2 OPINIT covenants and agrees with FUN that from and including the Effective Date through to and including the Closing Date it shall: (a) permit TECTONFUN, through its directors, officers, employees and their authorized agents and representativesrepresentatives (collectively “FUN’s Representatives”), at TECTONFUN’s own cost, full access during normal business hours to the OPINIT’ books, records and property of ENDURANCE including, without limitation, all of the assetsAssets, contracts, correspondence, accounts Material Contracts and minute books of ENDURANCEOPINIT and any Information relating to OPINIT and the OPINIT directors, officers and shareholders, so as to permit TECTON FUN’s Representatives to make such investigation (the “TECTON’s FUN Investigation”) of ENDURANCE OPINIT as TECTON considers advisable; andFUN deems necessary; (b) use its reasonable commercial efforts to provide to TECTON FUN, at the request of FUN as soon as available, all such further Information, documents, instruments and materials and do all such acts and things as may be required by TECTON FUN to obtain any regulatory approvals that may be required under applicable lawsRegulatory Approval including, but not limited to, providing to FUN: (i) the OPINIT Financial Statements in a form acceptable to the Exchange in connection with the Acquisition, if required; and, (ii) for each director, senior officer or major shareholder who will hold more than 10% of the FUN Common Shares on Closing, a fully completed and properly executed Personal Information Form in the form required by the Exchange; (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE contained in OPINIT remains true and correct and not do any such act or thing that would render any representation or warranty of OPINIT untrue or incorrect except as contemplated by this Agreement or previously approved by FUN in writing; (d) preserve and protect the Assets; (e) use its reasonable commercial efforts to ensure that the terms of any certificates or documents delivered sale of OPINIT Shares by any of them OPINIT Shareholder undertaken prior to Closing be approved by FUN, acting reasonably, it being acknowledged by FUN that pursuant to the articles of association of OPINIT, OPINIT Shareholders are entitled to sell their OPINIT Shares without the consent of OPINIT or the consent of the other OPINIT Shareholders; (f) not solicit or negotiate with any other Person in respect of any participation interest or agreement in relation to the Assets, offer to buy, or offer to agree to sell, or sell any Assets or other assets of OPINIT or the OPINIT Subsidiaries or any interest therein or issue any shares in the capital of OPINIT or the OPINIT Subsidiaries or other securities and shall not allow OPINIT or the OPINIT Subsidiaries to merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than FUN; (g) not sell any additional OPINIT Shares or any securities in OPINIT, without the written consent of FUN and without the registered holder of such additional OPINIT Shares completing the OPINIT Shareholder Consent Agreement, in the form hereto attached as Schedule S; (h) use its reasonable commercial efforts to obtain all OPINIT Approvals, any consents and waivers and give all notices which are required prior to Closing; (i) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary OPINIT Approvals and Regulatory Approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby; (j) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein; (k) not incur or commit to incur any additional debt out of the ordinary course of business and professional fees incurred with respect to this Agreement remain true Agreement, except with the prior consent of FUN; (l) not make any material expenditures out of the ordinary course of business, other than as contemplated herein, or with the prior written consent of FUN; (m) not declare or pay any dividends or distribute any of its properties or Assets to its shareholders; (n) not enter into any Material Contracts out of the ordinary course of business and correctshall not enter into or amend or terminate any Material Contracts in relation to the Assets; (o) not alter or amend its articles of association or by-laws; (p) not sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber the Assets or any of its other assets without the prior written consent of FUN; and (dq) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as contemplated herein, without the prior written consent of FUN. 5.3 Each of the OPINIT Shareholders severally covenants and agrees with FUN that, prior to the Closing, such OPINIT Shareholder, as the case may be, shall: (a) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereofagreement for the sale, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants and agrees with TECTON thatoption, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a saletransfer, encumbrance or other disposition ofof all or any part of its OPINIT Shares, without the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights prior written consent of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; andFUN; (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the its representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from correct and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any such act or thing that would render any representation of their representations or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement warranties untrue or incorrectincorrect except as contemplated by this Agreement; (c) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby; (d) if required, enter into an escrow agreement in a form satisfactory to the Exchange, among Fun, the Escrow Agent and such OPINIT Shareholders as may be required by the Exchange to be parties thereto; and (e) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE covenants 3.1 Interurbain and agrees the Principals jointly and severally covenant and agree with TECTON the Purchasers that ENDURANCE they shall: (a) from and including the Effective Execution Date through to and including the Time of ClosingClosing at all reasonable times during normal business hours, permit TECTONthe Purchasers, through its their respective directors, officers, employees and authorized agents and representatives, representatives (collectively the "Purchasers' Representatives") at TECTON’s their own cost, full access to the books, records and property of ENDURANCE Interurbain including, without limitation, all of the assetsAssets, contracts, correspondence, accounts contracts and minute books of ENDURANCEInterurbain, so as to permit TECTON the Purchasers to make such investigation (“TECTON’s the "Purchasers' Investigation”") of ENDURANCE Interurban as TECTON considers advisable; andthe Purchasers deem necessary; (b) on or before the 20th day of January, 1997, provide to TECTON the Purchasers all such further documents, instruments and materials and and, at the cost of the Purchasers, do all such acts and things as may be reasonably required or reasonably requested by TECTON the Purchasers to obtain any regulatory approvals Regulatory Approval including, but not limited to, providing to the Purchasers a valuation opinion of the Assets in a form and by a party acceptable to the VSE so as to permit the Datawave Shares to be issued as "trading shares" as that may be required under applicable laws; andterm is defined in VSE Listings Policy Statement No. 18; (c) pay all United States taxes (including State taxes) arising from or related to the transactions contemplated by this Agreement and including, without limitation, all sales taxes, excise or transfer taxes, and any income taxes of Interurbain or any of the Principals arising from this transaction; (d) from and including the Effective Execution Date through to and including the Time of Closing, to the extent reasonably possible, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE Interurbain and the Principals contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and; (de) from and including the Effective Execution Date through to and including the Time of Closing, preserve and protect all the Business and Assets of Interurbain (except for changes in the goodwill, assets, business and undertaking ordinary course of ENDURANCE business) and, without limiting the generality of the foregoing, carry on the development Business of the assets of ENDURANCE Interurbain in a reasonable and prudent manner; and; (ef) from and including the Effective Execution Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONthe Purchasers, ENDURANCE Interurbain shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE Interurbain to enter into a non-disclosure agreement with TECTON the Purchasers in a form acceptable to TECTON the Purchasers acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and; (g) pay all severance, termination or other benefits payable to employees of Interurbain due to the transfer of the Assets to DTV or due to any employees not waive any rights continuing in the employment of material value; andDTV after the Time of Closing; (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than cooperate with the Purchasers to effect a smooth transition of Business in accordance with the ordinary course terms of businessthis Agreement; and (i) use their best efforts to obtain all necessary consents from third parties as may be required for the transactions contemplated hereunder on or before the Time of Closing. 3.2 Interurbain and the Principals jointly and severally covenant and agree with the Purchasers that, from and including the Execution Date through to and including the Time of Closing, they shall: (a) not use do any funds such act or thing that would render any representation or warranty of Interurbain or of the Principals contained in this Agreement or any certificates or documents delivered by them pursuant to this Agreement untrue or incorrect; and (b) not negotiate with any other person in respect of a purchase and sale of any of the Assets or any part of the Assets, other than a sale of part of the Assets in the ordinary course of business as theretofore carried onInterurbain's business. 3.2. ENDURANCE 3.3 Interurbain and the Principals jointly and severally acknowledge to and agree with the Purchasers that the Purchasers' Investigation shall in no way limit or otherwise adversely affect the rights of the Purchasers as provided for hereunder in respect of the representations and warranties of Interurbain and of the Principals contained in this Agreement or any certificates or documents delivered by them pursuant to this Agreement. 3.4 Datawave covenants and agrees with TECTON Interurbain and with the Principals that Datawave shall: (a) from and including the Execution Date through to and including the Time of Closing, permit the Principals and Interurbain, through their respective directors, officers, employees and authorized agents and representatives, as the case may be, (collectively the "Vendors' Representatives") at their own cost, full access to the books, records and property of Datawave including, without limitation, all of the assets, contracts and minute books of Datawave, so as to permit them to make such investigation (the "Vendors' Investigation") of Datawave as they deem necessary; (b) use its best efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder on or before the 21st day of February, 1997; (c) from and including the Execution Date through to and including the Time of Closing, to the extent reasonably possible, do all such acts and things necessary to ensure that all of the representations and warranties of the Purchasers contained in this Agreement or any certificates or documents delivered by them pursuant to this Agreement remain true and correct; (d) be responsible for the payment of any Canadian tax arising from or related to the transactions contemplated by this Agreement; and (e) from and including the Execution Date through to and including the Time of Closing and subject to its obligations as a reporting issuer listed on a stock exchange, keep confidential all discussions and communications (including all information communicated therein) between the parties, and all written and printed materials of any kind whatsoever exchanged by the parties, and, if so requested by Interurbain, Datawave shall arrange for any of the Purchasers' Representatives to enter into a non-disclosure agreement with Interurbain in a form acceptable to Interurbain acting reasonably. 3.5 The Purchasers covenant and agree with Interurbain and with the Principals that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE the Purchasers shall not: (a) not knowingly do any such act or thing that would render any representation or warranty of ENDURANCE the Purchasers contained in this Agreement or any certificates or documents delivered by ENDURANCE them pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges 3.6 The Purchasers jointly and severally acknowledge to and agrees agree with TECTON the Interurbain and with the Principals that TECTON’s the Vendors' Investigation shall in no way limit or otherwise adversely affect the rights of TECTON Interurbain and the Principals as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON Purchasers contained in this Agreement or any certificates or documents delivered by it them pursuant to this Agreement untrue or incorrectAgreement.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 AERP covenants and agrees with TECTON FLO-CO that ENDURANCE FLO-CO shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONFLO-CO, through its directors, officers, employees and authorized agents and representatives, at TECTONFLO-CO’s own cost, full access to the books, records and property of ENDURANCE TTR-HP including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCETTR-HP, so as to permit TECTON FLO-CO to make such investigation (“TECTONFLO-CO’s Investigation”) of ENDURANCE TTR-HP as TECTON FLO-CO considers advisable; and (b) provide to TECTON FLO-CO all such further documents, instruments and materials and do all such acts and things as may be required by TECTON FLO-CO to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE AERP contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE TTR-HP and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE TTR-HP in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONFLO-CO, ENDURANCE AERP shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE any member of FLO-CO to enter into into, and AERP shall enter into, a non-disclosure agreement with TECTON FLO-CO in a form acceptable to TECTON FLO-CO acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature from TTR-HP to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any TTR-HP rights of material value; and (h) not cause TTR-HP to enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any TTR-HP funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants and agrees with TECTON that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE covenants 3.1 The Vendors and agrees Phone Line jointly and severally covenant and agree with TECTON the Purchaser that ENDURANCE the Vendors and Phone Line shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONthe Purchaser, through its directors, officers, employees and authorized agents and representatives, representatives (collectively the "Purchaser's Representatives") at TECTON’s its own cost, full access to the Phone Line's books, records and property of ENDURANCE including, without limitation, all of the assetsAssets, contracts, correspondence, accounts contracts and minute books of ENDURANCEPhone Line, so as to permit TECTON the Purchaser to make such investigation (“TECTON’s the "Purchaser's Investigation”") of ENDURANCE Phone Line as TECTON considers advisable; andthe Purchaser deems necessary; (b) on or before the 31st day of August, 1997, provide to TECTON the Purchaser all such further documents, instruments and materials and do all such acts and things as may be reasonably required by TECTON the Purchaser to obtain any regulatory approvals Regulatory Approval including, but not limited to, providing to the Purchaser (at the Purchaser's expense provided the Purchaser agrees to the choice of valuator and the valuator's quoted cost of the valuation) a valuation opinion of Phone Line in a form and by a party acceptable to the VSE so as to permit the Purchaser's Shares to be issued as "trading shares" as that may be required under applicable laws; andterm is defined in VSE Policy No. 19; (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE the Vendors or any one of them contained in this Agreement or any certificates or documents delivered by them or any one of them pursuant to this Agreement remain true and correct; and; (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assetsAssets, business and undertaking of ENDURANCE Phone Line and, without limiting the generality of the foregoing, carry on the development business of the assets of ENDURANCE Phone Line in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONthe Purchaser, ENDURANCE the Vendors and Phone Line shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE Phone Line to enter into and the Vendors themselves shall enter into a non-disclosure agreement with TECTON the Purchaser in a form acceptable to TECTON the Purchaser acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants 3.2 The Vendors and agrees Phone Line jointly and severally covenant and agree with TECTON the Purchaser that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE the Vendors and Phone Line shall not: (a) not do any such act or thing that would render any representation or warranty of ENDURANCE the Vendors or any one of them contained in this Agreement or any certificates or documents delivered by ENDURANCE them or any one of them pursuant to this Agreement untrue or incorrect; norand (b) sell, encumber or dispose of, or not negotiate with any other person in respect of a salepurchase and sale of any of the Phone Line Shares or any part of the Assets, encumbrance or disposition of, other than a sale of part of the LLC membership interestsAssets in the ordinary course of Phone Line's business. 3.3. ENDURANCE acknowledges 3.3 The Vendors jointly and severally acknowledge to and agrees agree with TECTON the Purchaser that TECTON’s the Purchaser's Investigation shall in no way limit or otherwise adversely affect the rights of TECTON the Purchaser as provided for hereunder in respect of the representations and warranties of ENDURANCE the Vendors contained in this Agreement or in any certificates or documents delivered by ENDURANCE them pursuant to this Agreement. 3.4. TECTON 3.4 The Purchaser covenants and agrees with ENDURANCE the Vendors and with Phone Line that TECTON the Purchaser shall: (a) from and including the Effective Date through to and including the Time of Closing, permit the Vendors themselves and through their authorized agents and representatives (collectively the "Vendors' Representatives") at their own cost, full access to the Purchaser's property, books and records including, without limitation, all of the assets, contracts and minute books of the Purchaser, so as to permit the Vendors' Representatives to make such investigation (the "Vendors' Investigation") of the Purchaser as the Vendors deem necessary; (b) use its reasonable best efforts to obtain any regulatory approvals, if any, Regulatory Approval for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and30th day of September, 1997; (bc) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON the Purchaser contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and (cd) from and including the Effective Date through to and including the Time of Closing, Closing and subject to its legal obligations as a reporting obligationsissuer listed on a stock exchange, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCEthe Vendors or by Phone Line, TECTON the Purchaser shall arrange for any director, officer, employee, authorized agent or representative of TECTON the Purchaser's Representatives to enter into, and TECTON the Purchaser itself shall enter into, a non-disclosure agreement with ENDURANCE the Vendors and Phone Line in a form acceptable to ENDURANCEthe Vendors and Phone Line acting reasonably. 3.5. TECTON 3.5 The Purchaser covenants and agrees with ENDURANCE the Vendors and with Phone Line that, from and including the Effective Date through to and including the Time of Closing, TECTON the Purchaser shall not do any such act or thing that would render any representation or warranty of TECTON the Purchaser contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect. 3.6 The Purchaser acknowledges to and agrees with the Vendors that the Vendors' Investigation shall in no way limit or otherwise adversely affect the rights of the Vendors as provided for hereunder in respect of the representations and warranties of the Purchaser contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement. 3.7 At the request of any or all of the Vendors, the Purchaser covenants to execute and deliver to each Vendor, for filing, the form of election specified in section 85 of the Tax Act and in so electing will elect as "proceeds of disposition" of that Vendor an amount specified by that Vendor that is equal to or less than the fair market value of that number of the Purchaser's Shares issuable to that Vendor under this Agreement and that is equal to or greater than the "cost amount" to that Vendor of the Phone Line Shares sold by that Vendor as that amount is calculated and determined for the purposes of the Tax Act.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE covenants 4.1 The Vendor, the Founder and agrees Spectrum jointly and severally covenant and agree with TECTON Global that ENDURANCE the Vendor, the Founder and Spectrum shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONGlobal, through its directors, officers, employees and authorized agents and representatives, representatives (collectively the "Purchaser's Representatives") at TECTON’s its own cost, full access to the Spectrum's books, records and property of ENDURANCE including, without limitation, all of the assetsAssets, contracts, correspondence, accounts contracts and minute books of ENDURANCESpectrum, so as to permit TECTON Global to make such investigation (“TECTON’s "Global's Investigation”") of ENDURANCE Spectrum as TECTON considers advisable; and (b) provide to TECTON all such further documents, instruments and materials and do all such acts and things as may be required by TECTON to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants and agrees with TECTON that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; andGlobal deems necessary; (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be reasonably necessary to ensure that all of the representations and warranties of TECTON the Vendor and the Founder contained in this Agreement or in any certificates on or documents delivered by it them or any one of them pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligationspreserve and protect the goodwill, keep confidential all discussions Assets, business and communications (including all information communicated therein) between undertaking of Spectrum and, without limiting the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession generality of the Recipient prior to disclosureforegoing, as demonstrated by carry on the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault business of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have Spectrum in a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosureand prudent manner. (vi) and4.2 The Vendor, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, the Founder and TECTON itself shall enter into, a non-disclosure agreement Spectrum jointly and severally covenant and agree with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE Global that, from and including the Effective Date through to and including the Time of Closing, TECTON the Vendor, the Founder and Spectrum shall not negotiate with any other person in respect of a purchase and sale of any of the Spectrum Shares or all or substantially all of the Assets, other than a sale of part of the Assets and inventory in the ordinary course of Spectrum's business. 4.3 The Vendor and the Founder jointly and severally acknowledge to and agree with Global that Global's Investigation shall in no way limit or otherwise adversely affect the rights of Global as provided for hereunder in respect of the representations and warranties of the Vendor and the Founder contained in this Agreement or any certificates or documents delivered by them pursuant to this Agreement. 4.4 Global covenants and agrees with the Vendor, the Founder and Spectrum that Global shall: (a) from and including the Effective Date through to and including the Time of Closing, permit the Vendor and the Founder themselves and through their authorized agents and representatives (collectively the "Deans' Representatives") at their own cost, full access to Global's property, books and records including, without limitation, all of the assets, contracts and minute books of Global, so as to permit the Deans' Representatives to make such investigation (the "Deans' Investigation") of Global as the Vendor and the Founder deem necessary; and (b) from and including the Effective Date through to and including the Time of Closing, do any act or thing all such acts and things necessary to ensure that would render any representation or warranty all of TECTON the representations and warranties of Global contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue remain true and correct. 4.5 Global acknowledges to and agrees with the Vendor and the Founder that the Deans' Investigation shall in no way limit or incorrectotherwise adversely affect the rights of the Vendor and the Founder as provided for hereunder in respect of the representations and warranties of Global contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement. 4.6 Global acknowledges that the Vendor is a guarantor of obligations of Spectrum (the "Guarantees") under the leases of personal property as more particularly described in Schedule "K" to this Agreement and Global covenants and agrees with the Vendor to use its best efforts to obtain a release of the Vendor's personal liability under the Guarantees at the earliest time following the Closing Date. Following the Closing Date, Global shall indemnify and save harmless the Vendor from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees and disbursements as charged by a lawyer to his own client), damages and expenses of any kind whatsoever which may be brought or made against the Vendor by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by the Vendor, directly or indirectly, arising out of or as a consequence of the Guarantees. 4.7 Global acknowledges that the Vendor shall continue as an employee of Spectrum until December 31, 2000 on the terms set out in Schedule "C" hereto and may thereafter enter a consulting arrangement with Spectrum on terms acceptable to Purchaser.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 MATCHFIGHTS covenants and agrees with TECTON AVEW that ENDURANCE MATCHFIGHTS shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONAVEW, through its directors, officers, employees and authorized agents and representatives, at TECTONAVEW’s own cost, full access to the books, records and property of ENDURANCE MATCHFIGHTS including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCEMATCHFIGHTS, so as to permit TECTON AVEW to make such investigation (“TECTONAVEW’s Investigation”) of ENDURANCE MATCHFIGHTS as TECTON AVEW considers advisable; and (b) provide to TECTON AVEW all such further documents, instruments and materials and do all such acts and things as may be required by TECTON AVEW to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE MATCHFIGHTS contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE MATCHFIGHTS and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE MATCHFIGHTS in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONAVEW, ENDURANCE MATCHFIGHTS shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE MATCHFIGHTS to enter into a non-disclosure agreement with TECTON AVEW in a form acceptable to TECTON AVEW acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 MATCHFIGHTS covenants and agrees with TECTON AVEW that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE MATCHFIGHTS shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE MATCHFIGHTS contained in this Agreement or any certificates or documents delivered by ENDURANCE MATCHFIGHTS pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interestsMATCHFIGHTS Shares. 3.3. ENDURANCE 3.3 MATCHFIGHTS acknowledges to and agrees with TECTON AVEW that TECTONAVEW’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON AVEW as provided for hereunder in respect of the representations and warranties of ENDURANCE MATCHFIGHTS contained in this Agreement or in any certificates or documents delivered by ENDURANCE MATCHFIGHTS pursuant to this Agreement. 3.4. TECTON 3.4 AVEW covenants and agrees with ENDURANCE MATCHFIGHTS that TECTON AVEW shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON AVEW contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) . and, if so requested by ENDURANCEMATCHFIGHTS, TECTON AVEW shall arrange for any director, officer, employee, authorized agent or representative of TECTON AVEW to enter into, and TECTON AVEW itself shall enter into, a non-disclosure agreement with ENDURANCE MATCHFIGHTS in a form acceptable to ENDURANCEMATCHFIGHTS. 3.5. TECTON 3.5 AVEW covenants and agrees with ENDURANCE MATCHFIGHTS that, from and including the Effective Date through to and including the Time of Closing, TECTON AVEW shall not do any act or thing that would render any representation or warranty of TECTON AVEW contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 Each of the Blue Zone Group severally covenants and agrees with TECTON WFD that ENDURANCE it shall: (a) from and including the Effective Date through to and including the Time of Closing, use its reasonable best efforts to permit TECTONWFD, through its directors, officers, employees and authorized agents and representatives, at TECTON’s WFD's own cost, full access to the books, records and property of ENDURANCE Blue Zone and the Subsidiaries including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCEBlue Zone and the Subsidiaries, so as to permit TECTON WFD to make such investigation (“TECTON’s "WFD's Investigation”") of ENDURANCE Blue Zone and the Subsidiaries as TECTON WFD considers advisable; and; (b) use its reasonable best efforts to obtain any regulatory approvals for this Agreement and the transactions contemplated hereunder required by applicable laws to be obtained by the Shareholder, Blue Zone or either of the Subsidiaries on or before the Subject Removal Date; (c) provide to TECTON WFD all such further documents, instruments and materials and do all such acts and things as may be required reasonably requested in writing by TECTON WFD to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and; (d) from and including the Effective Date through to and including the Time of Closing, use its reasonable best efforts to ensure that all of its representations and warranties contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct; (e) from and including the Effective Date through to and including the Time of Closing, use its reasonable best efforts to preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE Blue Zone and the Subsidiaries and, without limiting the generality of the foregoing, carry on the development businesses of Blue Zone and the assets of ENDURANCE Subsidiaries in a reasonable and prudent manner; and (ef) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants and agrees with TECTON that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 SG AUSTRIA covenants and agrees with TECTON NUVILEX that ENDURANCE SG AUSTRIA shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONNUVILEX, through its directors, officers, employees and authorized agents and representatives, at TECTONNUVILEX’s own cost, full access to the books, records and property of ENDURANCE the Assets including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCEbooks, so as to permit TECTON NUVILEX to make such investigation (“TECTON’s Investigation”) of ENDURANCE as TECTON NUVILEX considers advisable; and (b) provide to TECTON NUVILEX all such further documents, instruments and materials and do all such acts and things as may be required by TECTON NUVILEX to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE SG AUSTRIA contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE SG AUSTRIA and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE Assets in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged or given access to by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONSG AUSTRIA, ENDURANCE NUVILEX shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE any member of SG AUSTRIA to enter into into, and NUVILEX shall enter into, a non-disclosure agreement with TECTON SG AUSTRIA in a form acceptable to TECTON SG AUSTRIA acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any Asset rights of material value; and (hg) not cause Assets to enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (ih) not use any Asset funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 NUVILEX covenants and agrees with TECTON SG AUSTRIA that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do NUVILEX will not dispose or pledge any act or thing that would render any representation or warranty of ENDURANCE contained Assets between Effective Date and Financing date unless approved in this Agreement or any certificates or documents delivered writing by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to Wxxxxx Xxxxxxxx and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing DateBxxxx Xxxxxxx; and (b) NUVILEX will not between Effective Date and Financing date take any debt into the name of SG AUSTRIA or its affiliates except for the advances made in 1.1 (e) and any liabilities generated during the normal course of business; and (c) Between Effective Date and Financing date, all cash generated by the Assets of SG AUSTRIA and its affiliates will remain in Singapore to be used for the operations of the Assets. Should the Transaction be terminated for whatever reason, the cash generated by the Assets will remain the property of SG AUSTRIA and its affiliates; and (d) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligationsFinancing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged or given access to by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; andjurisdiction; (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vie) and, if so requested by ENDURANCENUVILEX, TECTON SG AUSTRIA shall arrange for any director, officer, employee, authorized agent or representative of TECTON any member of NUVILEX to enter into, and TECTON itself SG AUSTRIA shall enter into, a non-disclosure agreement with ENDURANCE NUVILEX in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.NUVILEX acting reasonably

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 Each of the Yellowbubble Group jointly and severally covenants and agrees with TECTON FIMI that ENDURANCE each of the Yellowbubble Group shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONFIMI, through its directors, officers, employees and authorized agents and representatives, at TECTON’s FIMI's own cost, full access to the books, records and property of ENDURANCE Yellowbubble including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCEYellowbubble, so as to permit TECTON FIMI to make such investigation (“TECTON’s "FIMI's Investigation”") of ENDURANCE Yellowbubble as TECTON FIMI considers advisable; and; (b) use its reasonable best efforts to obtain any regulatory approvals for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; (c) provide to TECTON FIMI all such further documents, instruments and materials and do all such acts and things as may be required by TECTON FIMI to obtain any regulatory approvals that may be required under applicable laws; and; (cd) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE each of the Yellowbubble Group contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and; (de) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE Yellowbubble and Holdings and, without limiting the generality of the foregoing, carry on the development businesses of the assets of ENDURANCE Yellowbubble and Holdings in a reasonable and prudent manner; and (ef) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONFIMI, ENDURANCE each of the Yellowbubble Group shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE Yellowbubble to enter into into, and each of the Yellowbubble Group themselves shall enter into, a non-disclosure agreement with TECTON FIMI in a form acceptable to TECTON FIMI acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 Each of the Yellowbubble Group jointly and severally covenants and agrees with TECTON FIMI that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE each of the Yellowbubble Group shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE any of the Yellowbubble Group contained in this Agreement or any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interestsYellowbubble Share, any of the Holdings Shares or any other shares, goodwill, assets, business or undertaking of Yellowbubble or Holdings. 3.3. ENDURANCE 3.3 Each of the Yellowbubble Group jointly and severally acknowledges to and agrees with TECTON FIMI that TECTON’s FIMI's Investigation shall in no way limit or otherwise adversely affect the rights of TECTON FIMI as provided for hereunder in respect of the representations and warranties of ENDURANCE each of the Yellowbubble Group contained in this Agreement or in any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement. 3.4. TECTON 3.4 FIMI covenants and agrees with ENDURANCE the Yellowbubble Group that TECTON FIMI shall: (a) from and including the Effective Date through to and including the Time of Closing, permit the Shareholders, through their authorized agents and representatives, at the Shareholders' own cost, full access to the books, records and property of FIMI including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of FIMI, so as to permit the Shareholders to make such investigation (the "Shareholders' Investigation") of FIMI as the Shareholders consider advisable; (b) use its reasonable best efforts to obtain any regulatory approvals, if any, approvals for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and; (bc) provide to the Shareholders all such further documents, instruments and materials and do all such acts and things as may be required by the Shareholders to obtain any regulatory approvals that may be required under applicable laws; (d) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON FIMI contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and; (ce) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of FIMI and, without limiting the generality of the foregoing, carry on the business of FIMI in a reasonable and prudent manner; (f) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosurejurisdiction; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCEYellowbubble, TECTON FIMI shall arrange for any director, officer, employee, authorized agent or representative of TECTON FIMI to enter into, and TECTON FIMI itself shall enter into, a non-disclosure agreement with ENDURANCE Yellowbubble in a form acceptable to ENDURANCEYellowbubble acting reasonably; (g) complete the Closing Financing on the Closing Date if Yellowbubble has met all the Closing Milestones; (h) complete the First Post-Closing Financing if Yellowbubble meets all the First Post-Closing Milestones within 120 days after the Closing Date; (i) complete the Second Post-Closing Financing if FIMI receives the funds due in respect thereof pursuant to the Subscription Agreement and Yellowbubble meets all the Second Post-Closing Milestones within 120 days after the Closing Date; and (j) promptly after Completion, execute the declarations of trust and powers of attorney delivered to FIMI by the Shareholders on Completion and deliver certified copies to the Shareholders. 3.5. TECTON 3.5 FIMI covenants and agrees with ENDURANCE the Yellowbubble Group that, from and including the Effective Date through to and including the Time of Closing, TECTON FIMI shall not do any act or thing that would render any representation or warranty of TECTON FIMI contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect. 3.6 At the time of Closing, FIMI will take all necessary corporate actions so that as soon as practicable after Closing the officers and directors of FIMI will be: Directors: Xx. Xxxxxxx Xx. Xxxxxxxx Xx. Xxxxx

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE covenants 3.1 The Shareholder and agrees Able Auctions jointly and severally covenant and agree with TECTON the Purchaser that ENDURANCE each of the Shareholder and Able Auctions shall: (a) from and including the Effective Reference Date through to and including the Time of Closing, permit TECTONthe Purchaser, through its directors, officers, employees and authorized agents and representatives, at TECTON’s the Purchaser's own cost, full access to the Able Auctions' books, records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts contracts and minute books of ENDURANCEAble Auctions, so as to permit TECTON the Purchaser to make such investigation (“TECTON’s the "Purchaser's Investigation”") of ENDURANCE Able Auctions as TECTON the Purchaser considers advisable; and; (b) use its reasonable best efforts to obtain any regulatory approvals for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; (c) provide to TECTON the Purchaser all such further documents, instruments and materials and do all such acts and things as may be required by TECTON the Purchaser to obtain any regulatory approvals that may be required under applicable laws; and; (cd) from and including the Effective Reference Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE the Shareholder, Able Auctions or either of them contained in this Agreement or any certificates or documents delivered by any them or either of them pursuant to this Agreement remain true and correct; and; (de) from and including the Effective Reference Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE Able Auctions and, without limiting the generality of the foregoing, carry on the development business of the assets of ENDURANCE Able Auctions in a reasonable and prudent manner; and; (ef) from and including the Effective Reference Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONthe Purchaser, ENDURANCE the Shareholder and Able Auctions shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE the Shareholder or Able Auctions to enter into into, and the Shareholder and Able Auctions themselves shall enter into, a non-disclosure agreement with TECTON the Purchaser in a form acceptable to TECTON the Purchaser acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereofprior to the Closing Date, other than Able Auctions shall repay the Indebtedness to the Shareholder in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried onfull. 3.2. ENDURANCE covenants 3.2 The Shareholder and agrees Able Auctions jointly and severally covenant and agree with TECTON the Purchaser that, from and including the Effective Reference Date through to and including the Time of Closing, ENDURANCE shall notthe Shareholder and Able Auctions shall: (a) not do any act or thing that would render any representation or warranty of ENDURANCE the Shareholder, Able Auctions or either of them contained in this Agreement or any certificates or documents delivered by ENDURANCE them or either of them pursuant to this Agreement untrue or incorrect; norand (b) not sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, any of the LLC membership interestsAble Auctions Shares or any goodwill, assets, business or undertaking of Able Auctions, other than a sale of part of the assets of Able Auctions in the ordinary course of Able Auctions' business. 3.3. ENDURANCE acknowledges 3.3 The Shareholder and Able Auctions jointly and severally acknowledge to and agrees agree with TECTON the Purchaser that TECTON’s the Purchaser's Investigation shall in no way limit or otherwise adversely affect the rights of TECTON the Purchaser as provided for hereunder in respect of the representations and warranties of ENDURANCE the Shareholder and Able Auctions or either of them contained in this Agreement or in any certificates or documents delivered by ENDURANCE them or either of them pursuant to this Agreement. 3.4. TECTON 3.4 The Purchaser covenants and agrees with ENDURANCE the Shareholder and with Able Auctions that TECTON the Purchaser shall: (a) permit the Shareholder, through its directors, officers, employees and authorized agents and representatives, at the Shareholder's own cost, full access to the Purchaser's books, records and property so as to permit the Shareholder to make such investigation (the "Shareholder's Investigation") of the Purchaser as the Shareholder considers advisable; (b) use its reasonable best efforts to obtain any regulatory approvals, if any, approvals for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and; (bc) provide to the Shareholder all such further documents, instruments and materials and do all such acts and things as may be required by the Shareholder to obtain any regulatory approvals that may be required under applicable laws; (d) from and including the Effective Reference Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON the Purchaser contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and (ce) from and including the Effective Reference Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosurejurisdiction; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCEthe Shareholder or by Able Auctions, TECTON the Purchaser shall arrange for any director, officer, employee, authorized agent or representative of TECTON the Purchaser to enter into, and TECTON the Purchaser itself shall enter into, a non-disclosure agreement with ENDURANCE the Shareholder and Able Auctions in a form acceptable to ENDURANCEthe Shareholder and Able Auctions acting reasonably; and (e) cause Able Auctions to hire the Shareholder, commencing on the Closing Date, to provide Able Auctions with consulting services for a one year period through such senior employees or officers of the Shareholder and at such times and on such terms as the Purchaser may reasonably require, in consideration of the Purchaser paying the Shareholder consulting fees totalling US$240,000, payable as to US$120,000 on the Closing Date and the balance of US$120,000 on April 1, 2000, subject to such approvals and conditions as may be required by any regulatory authority having jurisdiction. 3.5. TECTON 3.5 The Purchaser covenants and agrees with ENDURANCE the Shareholder and with Able Auctions that, from and including the Effective Reference Date through to and including the Time of Closing, TECTON the Purchaser shall not do any act or thing that would render any representation or warranty of TECTON the Purchaser contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect. 3.6 The Purchaser acknowledges to and agrees with the Shareholder that the Shareholder's Investigation shall in no way limit or otherwise adversely affect the rights of the Shareholder as provided for hereunder in respect of the representations and warranties of the Purchaser contained in this Agreement or in any certificates or documents delivered by the Purchaser pursuant to this Agreement.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 GES covenants and agrees with TECTON PLANDAI that ENDURANCE GES shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONPLANDAI, through its directors, officers, employees and authorized agents and representatives, at TECTONPLANDAI’s own cost, full access to the books, records and property of ENDURANCE GES including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCEGES, so as to permit TECTON PLANDAI to make such investigation (“TECTONPLANDAI’s Investigation”) of ENDURANCE GES as TECTON PLANDAI considers advisable; and (b) provide to TECTON PLANDAI all such further documents, instruments and materials and do all such acts and things as may be required by TECTON PLANDAI to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE GES contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (ie) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 PLANDAI covenants and agrees with TECTON that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing GES Group that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON PLANDAI shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON PLANDAI contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and (c) from provide to GES all such further documents, instruments and including materials and do all such acts and things as may be required by GES to perform due diligence on the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure transactions contemplated by a party must be approved in writing by the other party prior to disclosurethis Agreement. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 Each of the Vendor Group jointly and severally covenants and agrees with TECTON HAI that ENDURANCE each of the Vendor Group shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTON, through its directors, officers, employees and authorized agents and representatives, at TECTON’s own cost, full access to the books, records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCE, so as to permit TECTON to make such investigation (“TECTON’s Investigation”) of ENDURANCE as TECTON considers advisable; and (b) provide to TECTON all such further documents, instruments and materials and do all such acts and things as may be required by TECTON to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary necessary, and cause DXP and DXP US (collectively, the "Vendor Corporations") and POV to do all such acts and things that may be necessary, to comply with the covenants of the Vendor Group and to complete the transactions contemplated herein, and to ensure that all of the representations and warranties of ENDURANCE each of the Vendor Group contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; andcorrect in all material respects; (db) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE the Vendor Corporations and, without limiting the generality of the foregoing, carry on the development businesses of the assets of ENDURANCE Vendor Corporations in a reasonable the ordinary and prudent mannerproper course; and (ec) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONHAI, ENDURANCE each of the Vendor Group shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE the Vendor Corporations to enter into into, and each of the Vendor Group themselves shall enter into, a non-disclosure agreement with TECTON HAI in a form acceptable to TECTON HAI acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 Except as expressly contemplated in this Agreement, each of the Vendor Group jointly and severally covenants and agrees with TECTON HAI that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE each of the Vendor Group shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) not sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, or cause or permit any of the LLC membership interestsVendor Corporations to sell, encumber or dispose of or negotiate with any other person in respect of a sale, encumbrance or disposition of, the Patent or any of the DXP Shares, the DXP US Shares or any other shares, goodwill, assets, business or undertaking of the Vendor Corporations. 3.3. ENDURANCE 3.3 Each of the Vendor Group acknowledges to and agrees with TECTON HAI that TECTON’s Investigation HAI's investigation shall in no way limit or otherwise adversely affect the rights of TECTON HAI as provided for hereunder in respect of the representations and warranties of ENDURANCE each of the Vendor Group contained in this Agreement or in any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement. 3.4. TECTON 3.4 HAI covenants and agrees with ENDURANCE the Vendor Group that TECTON HAI shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON HAI contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; correct in all material respects; (b) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of HAI and, without limiting the generality of the foregoing, carry on the business of HAI in the ordinary and proper course; (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosurejurisdiction; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCEthe Vendor Group, TECTON HAI shall arrange for any director, officer, employee, authorized agent or representative of TECTON HAI to enter into, and TECTON HAI itself shall enter into, a non-disclosure agreement with ENDURANCE the Vendor Group, or one or more of the Vendor Corporations, in a form acceptable to ENDURANCEthe Vendor Group acting reasonably; and (d) obtain the prior written approval from Xx. Xxxx of the form of any press release to be issued prior to the Time of Closing; and (e) complete the First Financing on the Closing Date. 3.5. TECTON 3.5 HAI covenants and agrees with ENDURANCE the Vendor Group that, from and including the Effective Date through to and including the Time of Closing, TECTON HAI shall not not: (a) issue any stock whatsoever or any option, warrant, security or other instrument convertible into stock nor enter into any agreement to do any act or thing that would render of the foregoing; (b) increase the liabilities of HAI, save for any representation or warranty costs incurred in the preparation and execution of TECTON contained in any of the transactions contemplated by this Agreement or any certificates or documents delivered by it pursuant Agreement. 3.6 The parties to this Agreement untrue hereby acknowledge that agreement has previously been reached between the parties to this Agreement and certain employees and directors or incorrectprospective employees and directors of DXP US, HAI and ICA in relation to the grant of options in the stock of HAI as set out in Schedule I. A suitable stock option scheme shall be formally adopted as soon as reasonably practicable following the Closing Date. 3.7 At the time of Closing, HAI will take all necessary corporate actions so that as soon as practicable after Closing the directors of HAI will be: Xx. Xxxxxxx-Xxxxxx Xx. Xxxx Xx. Xxxxxxx Xx. Xxxxxxx Xx. Xxxx Xxxx X. Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx 3.8 At the time of Closing, HAI will take all necessary corporate actions so that as soon as practicable after Closing the officers of HAI will be:

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE covenants 3.1 The Shareholders and agrees Pawnbroker jointly and severally covenant and agree with TECTON the Acquiror that ENDURANCE the Shareholders and Pawnbroker shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONthe Acquiror, through its directors, officers, employees and authorized agents and representatives, at TECTON’s the Acquiror's own cost, full access to the Pawnbroker's books, records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts contracts and minute books of ENDURANCEPawnbroker, so as to permit TECTON the Acquiror to make such investigation (“TECTON’s the "Acquiror's Investigation”") of ENDURANCE Pawnbroker as TECTON the Acquiror considers advisable; and; (b) provide to TECTON the Acquiror all such further documents, instruments and materials and do all such acts and things as may be required by TECTON the Acquiror to obtain any regulatory approvals that may be required under applicable laws; andApplicable Laws; (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE the Shareholders, Pawnbroker or any one of them contained in this Agreement or any certificates or documents delivered by them or any one of them pursuant to this Agreement remain true and correct; and; (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE Pawnbroker and, without limiting the generality of the foregoing, carry on the development business of the assets of ENDURANCE Pawnbroker in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONthe Acquiror, ENDURANCE the Shareholders and Pawnbroker shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE Pawnbroker to enter into and the Shareholders themselves shall enter into a non-disclosure agreement with TECTON the Acquiror in a form acceptable to TECTON the Acquiror acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants 3.2 The Shareholders and agrees Pawnbroker jointly and severally covenant and agree with TECTON the Acquiror that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall notthe Shareholders and Pawnbroker shall: (a) not do any act or thing that would render any representation or warranty of ENDURANCE the Shareholders, Pawnbroker or any one of them contained in this Agreement or any certificates or documents delivered by ENDURANCE them or any one of them pursuant to this Agreement untrue or incorrect; norand (b) not sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, any of the LLC membership interestsPawnbroker Shares or any goodwill, assets, business or undertaking of Pawnbroker, other than a sale of part of the assets of Pawnbroker in the ordinary course of Pawnbroker's business. 3.3. ENDURANCE acknowledges 3.3 The Shareholders and Pawnbroker jointly and severally acknowledge to and agrees agree with TECTON the Acquiror that TECTON’s the Acquiror's Investigation shall in no way limit or otherwise adversely affect the rights of TECTON the Acquiror as provided for hereunder in respect of the representations and warranties of ENDURANCE the Shareholders and Pawnbroker or any of them contained in this Agreement or in any certificates or documents delivered by ENDURANCE them or any of them pursuant to this Agreement. 3.4. TECTON 3.4 The Acquiror covenants and agrees with ENDURANCE the Shareholders and with Pawnbroker that TECTON the Acquiror shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, approvals for this Agreement and the transactions contemplated hereunder required by applicable laws Applicable Laws on or before the Closing Date; and; (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON the Acquiror contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and; (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosurejurisdiction; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCEthe Shareholders or by Pawnbroker, TECTON the Acquiror shall arrange for any director, officer, employee, authorized agent or representative of TECTON the Acquiror to enter into, and TECTON the Acquiror itself shall enter into, a non-disclosure agreement with ENDURANCE the Shareholders and Pawnbroker in a form acceptable to ENDURANCEthe Shareholders and Pawnbroker acting reasonably; (d) on Closing, appoint Xx. Xxxxxxxx as a Director and President of the Acquiror, with responsibilities that will include assisting in the assembly of a new Board of Directors of the Acquiror; and (e) following the Closing Date, the Acquiror will use its reasonable best efforts to undertake a financing (the "Financing") to raise US$3,000,000 for working capital purposes. 3.5. TECTON 3.5 The Acquiror covenants and agrees with ENDURANCE the Shareholders and with Pawnbroker that, from and including the Effective Date through to and including the Time of Closing, TECTON the Acquiror shall not do any act or thing that would render any representation or warranty of TECTON the Acquiror contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect. 3.6 At the request of any or all of the Shareholders, the Acquiror covenants to execute and deliver to each Shareholder, for filing, such form of election that may be specified in applicable income tax legislation for election of proceeds of disposition that is equal to or less than the fair market value of the number of Digital Shares issuable to that Shareholder under this Agreement and that is equal to or greater than the cost amount to that Shareholder of the Pawnbroker Shares exchanged by that Shareholder, for the purposes of lawfully reducing the amount of income tax payable in respect of the Shareholder's exchange of Pawnbroker Shares.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE covenants and agrees with TECTON that ENDURANCE shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTON, through its directors, officers, employees and authorized agents and representatives, at TECTON’s own cost, full access to the books, records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCE, so as to permit TECTON to make such investigation (“TECTON’s Investigation”) of ENDURANCE as TECTON considers advisable; and (b) provide to TECTON all such further documents, instruments and materials and do all such acts and things as may be required by TECTON to obtain any regulatory approvals that may be required under applicable laws; and (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and SHARE EXCHANGE AGREEMENT undertaking of ENDURANCE and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE covenants and agrees with TECTON that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall:: SHARE EXCHANGE AGREEMENT (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 Each of the MindfulEye Group jointly and severally covenants and agrees with TECTON Rabatco that ENDURANCE each of the MindfulEye Group shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONRabatco, through its directors, officers, employees and authorized agents and representatives, at TECTON’s Rabatco's own cost, full access to the books, records and property of ENDURANCE MindfulEye including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCEMindfulEye, so as to permit TECTON Rabatco to make such investigation (“TECTON’s "Rabatco's Investigation”") of ENDURANCE MindfulEye as TECTON Rabatco considers advisable; and; (b) provide to TECTON Rabatco all such further documents, instruments and materials and do all such acts and things as may be required by TECTON Rabatco to obtain any regulatory approvals that may be required under applicable laws; and; (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE each of the MindfulEye Group contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and; (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE MindfulEye and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE MindfulEye in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONRabatco, ENDURANCE each of the MindfulEye Group shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE any member of the MindfulEye Group to enter into into, and each of the MindfulEye Group themselves shall enter into, a non-disclosure agreement with TECTON Rabatco in a form acceptable to TECTON Rabatco acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 Each of the MindfulEye Group jointly and severally covenants and agrees with TECTON Rabatco that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE each of the MindfulEye Group shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE any of the MindfulEye Group contained in this Agreement or any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interestsMindfulEye Shares or any other shares, goodwill, assets, business or undertaking of MindfulEye. 3.3. ENDURANCE 3.3 Each of the MindfulEye Group jointly and severally acknowledges to and agrees with TECTON Rabatco that TECTON’s Rabatco's Investigation shall in no way limit or otherwise adversely affect the rights of TECTON Rabatco as provided for hereunder in respect of the representations and warranties of ENDURANCE each of the MindfulEye Group contained in this Agreement or in any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement. 3.43.4 Each of Mr. Cusolle, Xx. TECTON Xxxxxx, Xx. Xxxxxxxx and Xx. Xxxx covenant and agree with Rabatco to enter into the Employment Agreements with MindfulEye at the time of Closing. 3.5 Rabatco covenants and agrees with ENDURANCE the MindfulEye Group that TECTON Rabatco shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, approvals for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and; (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON Rabatco contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and; (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; oror (iv) (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosurejurisdiction; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCEMindfulEye, TECTON Rabatco shall arrange for any director, officer, employee, authorized agent or representative of TECTON Rabatco to enter into, and TECTON Rabatco itself shall enter into, a non-disclosure agreement with ENDURANCE MindfulEye in a form acceptable to ENDURANCEMindfulEye acting reasonably; (d) use its commercially reasonable best efforts to arrange for the Financing; and (e) as soon as reasonably practicable after the Time of Closing, deliver to the MindfulEye Group all the books and records of Rabatco, including all accounting records and bank and investment accounts. 3.5. TECTON 3.6 Rabatco covenants and agrees with ENDURANCE the MindfulEye Group that, from and including the Effective Date through to and including the Time of Closing, TECTON Rabatco shall not not: (a) do any act or thing that would render any representation or warranty of TECTON Rabatco contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect; (b) subject always to Rabatco's duty to fully comply with its legal obligations, publish any press release or make any public filing without first notifying the Vendors and giving the Vendors a reasonable opportunity to review and provide comments regarding the accuracy of the information in any such release or filing; nor (c) enter into any agreement or commitment or obligation pursuant to which Rabatco could be required to expend more than US$10,000, except: (i) as contemplated by this Agreement or required to comply with Rabatco's covenants hereunder; (ii) with the prior written consent of the Vendors; or (iii) in respect of professional fees for services rendered to Rabatco in respect of the negotiation, settlement, execution, implementation and enforcement of this Agreement and the completion of the transactions contemplated herein; (collectively, "Transaction Costs"). 3.7 At the time of Closing, Rabatco will take all necessary corporate actions so that as soon as practicable after Closing the officers and directors of Rabatco will be: Directors: Xx. Xxxxxx Mr. Cusolle Xx. Xxxxxxxx Xx. Xxxx Xx. Xxxxxxx Xxxxxxxx ("Xx. Xxxxxxxx")

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 4.1 The Cardcaller Group covenants and agrees with TECTON that ENDURANCE shallthe Datawave Group that: (a) from and including the Effective Date through to and including the Time of ClosingClosing Date, permit TECTONthe Datawave Group, through its directors, officers, employees and authorized agents and representativesrepresentatives (collectively the "DTV Representatives") shall be entitled, at TECTON’s its own cost, full access to the CCC's books, records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCE, CCC's Assets so as to permit TECTON the Datawave Group to make such investigation (“TECTON’s the "DTV Investigation”") of ENDURANCE CCC as TECTON considers advisablethe Datawave Group deems necessary; and (b) on or before the 13th day of February, 1998, provide to TECTON the Datawave Group all such further documents, instruments and materials and do all such acts and things as may be required in respect of CCC by TECTON the Datawave Group to obtain any regulatory approvals that may be required under applicable lawsRegulatory Approval for this Agreement; and (c) from and including the Effective Date through to and including the Time of Closing, Closing do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE the Cardcaller Group contained in this Agreement or any certificates or documents delivered by any of them it pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assetsCCC Assets, business and undertaking of ENDURANCE CCC and, without limiting the generality of the foregoing, carry on the development business of the assets of ENDURANCE CCC in a reasonable and prudent manner; and. 4.2 The Cardcaller Group acknowledges to and agrees with the Datawave Group that the DTV Investigation shall in no way limit or otherwise adversely affect the rights of the Datawave Group as provided for hereunder in respect of the representations and warranties of the Cardcaller Group contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement. 4.3 The Datawave Group covenants and agrees with the Cardcaller Group that: (ea) from and including the Effective Date through to and including the Closing Date, the Cardcaller Group, through its directors, officers, employees and authorized agents and representatives (collectively the "DCI Representatives") shall be entitled, at its own cost, full access to PLI's books, records and property including, without limitation, all of PLI's Assets so as to permit the Cardcaller Group to make such investigation (the "DCI Investigation") of PLI as the Cardcaller Group deems necessary; (b) submit application for and use its best efforts to obtain Regulatory Approval for this Agreement within the time period required under this Agreement; (c) from and including the Effective Date through to and including the Time of Closing do all such acts and things necessary to ensure that all of the representations and warranties of Datawave Group contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct; and (d) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions preserve and communications (including all information communicated therein) between protect the PARTIESgoodwill, PLI Assets, business and all written and printed materials undertaking of any kind whatsoever exchanged by PLI and, without limiting the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession generality of the Recipient prior to disclosureforegoing, as demonstrated by carry on the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault business of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTON, ENDURANCE shall arrange for any member, employee, authorized agent or representative of ENDURANCE to enter into a non-disclosure agreement with TECTON PLI in a form acceptable to TECTON acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried onreasonable and prudent manner. 3.2. ENDURANCE covenants and agrees with TECTON that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interests. 3.3. ENDURANCE 4.4 The Datawave Group acknowledges to and agrees with TECTON the Cardcaller Group that TECTON’s the DCI Investigation shall in no way limit or otherwise adversely affect the rights of TECTON the Cardcaller Group as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON covenants and agrees with ENDURANCE that TECTON shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON contained in this Agreement or in any certificates on documents delivered by it pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON Datawave Group contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrectAgreement.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 Each of the MOVINGBYTES Group jointly and severally covenants and agrees with TECTON E*Comnetrix that ENDURANCE each of the MOVINGBYTES Group shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTONE*Comnetrix, through its directors, officers, employees and authorized agents and representatives, at TECTON’s E*Comnetrix's own cost, full access to the books, records and property of ENDURANCE MOVINGBYTES including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCEMOVINGBYTES, so as to permit TECTON E*Comnetrix to make such investigation (“TECTON’s "E*Comnetrix's Investigation”") of ENDURANCE MOVINGBYTES as TECTON E*Comnetrix considers advisable; and; (b) provide to TECTON E*Comnetrix all such further documents, instruments and materials and do all such acts and things as may be required by TECTON E*Comnetrix to obtain any regulatory approvals that may be required under applicable laws; and; (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE each of the MOVINGBYTES Group contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and; (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE MOVINGBYTES and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE MOVINGBYTES in a reasonable and prudent manner; and (e) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONE*Comnetrix, ENDURANCE each of the MOVINGBYTES Group shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE any member of the MOVINGBYTES Group to enter into into, and each of the MOVINGBYTES Group themselves shall enter into, a non-disclosure agreement with TECTON E*Comnetrix in a form acceptable to TECTON E*Comnetrix acting reasonably; and. (f) not issue any shares or other securities of MOVINGBYTES or any of its subsidiaries; (g) not declare, pay, authorize authorise or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and; (gh) not waive any rights of material value; and; (hi) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; (j) not make or authorise any payment to officers, directors or employees in their capacity as such except in the ordinary course of business and at rates of salary, bonus or other remuneration consistent with remuneration of previous years; and (ik) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 Each of the MOVINGBYTES Group jointly and severally covenants and agrees with TECTON E*Comnetrix that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE each of the MOVINGBYTES Group shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE any of the MOVINGBYTES Group contained in this Agreement or any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interestsMOVINGBYTES Shares or any other shares, goodwill, assets, business or undertaking of MOVINGBYTES. 3.3. ENDURANCE 3.3 Each of the MOVINGBYTES Group jointly and severally acknowledges to and agrees with TECTON E*Comnetrix that TECTON’s E*Comnetrix's Investigation shall in no way limit or otherwise adversely affect the rights of TECTON E*Comnetrix as provided for hereunder in respect of the representations and warranties of ENDURANCE each of the MOVINGBYTES Group contained in this Agreement or in any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement. 3.4. TECTON 3.4 E*Comnetrix covenants and agrees with ENDURANCE the MOVINGBYTES Group that TECTON E*Comnetrix shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, approvals for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and; (b) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON E*Comnetrix contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and; (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosurejurisdiction; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and and, if so requested by ENDURANCEMOVINGBYTES, TECTON E*Comnetrix shall arrange for any director, officer, employee, authorized agent or representative of TECTON E*Comnetrix to enter into, and TECTON E*Comnetrix itself shall enter into, a non-disclosure agreement with ENDURANCE MOVINGBYTES in a form acceptable to ENDURANCEMOVINGBYTES acting reasonably. 3.5. TECTON 3.5 E*Comnetrix covenants and agrees with ENDURANCE the MOVINGBYTES Group that, from and including the Effective Date through to and including the Time of Closing, TECTON E*Comnetrix shall not do any act or thing that would render any representation or warranty of TECTON E*Comnetrix contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.

COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1. ENDURANCE 3.1 Each of the Shareholders jointly and severally covenants and agrees with TECTON E*Comnetrix that ENDURANCE each of the Shareholders shall: (a) from and including the Effective Date through to and including the Time of Closing, permit TECTON, through its directors, officers, employees and authorized agents and representatives, at TECTON’s own cost, full access to the books, records and property of ENDURANCE including, without limitation, all of the assets, contracts, correspondence, accounts and minute books of ENDURANCE, so as to permit TECTON to make such investigation (“TECTON’s Investigation”) of ENDURANCE as TECTON considers advisable; and (b) provide to TECTON E*Comnetrix all such further documents, instruments and materials and do all such acts and things as may be required by TECTON E*Comnetrix to obtain any regulatory approvals that may be required under applicable laws; and; (cb) from and including the Effective Date through to and including the Time of Closing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of ENDURANCE each of the Shareholders contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement remain true and correct; and; (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect all of the goodwill, assets, business and undertaking of ENDURANCE and, without limiting the generality of the foregoing, carry on the development of the assets of ENDURANCE in a reasonable and prudent manner; and (ec) from and including the Effective Date through to and including the Time of Closing, keep confidential all discussions and communications (including all information communicated therein) between the PARTIESparties, and all written and printed materials of any kind whatsoever exchanged by the PARTIESparties, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “"Recipient”"); or; (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or; (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction; and, if so requested by TECTONE*Comnetrix, ENDURANCE each of the Shareholders shall arrange for any memberdirector, officer, employee, authorized agent or representative of ENDURANCE any member of the Shareholders to enter into into, and each of the Shareholders themselves shall enter into, a non-disclosure agreement with TECTON E*Comnetrix in a form acceptable to TECTON E*Comnetrix acting reasonably; and (f) not declare, pay, authorize or make any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquire any of its capital stock or agree to do so; and (g) not waive any rights of material value; and (h) not enter into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business; and (i) not use any funds other than in the ordinary course of business as theretofore carried on. 3.2. ENDURANCE 3.2 Each of the Shareholders jointly and severally covenants and agrees with TECTON E*Comnetrix that, from and including the Effective Date through to and including the Time of Closing, ENDURANCE each of the Shareholders shall not: (a) do any act or thing that would render any representation or warranty of ENDURANCE any of the Shareholders contained in this Agreement or any certificates or documents delivered by ENDURANCE any of them pursuant to this Agreement untrue or incorrect; nor (b) sell, encumber or dispose of, or negotiate with any other person in respect of a sale, encumbrance or disposition of, the LLC membership interestsEXSTREAM Shares or any other shares, goodwill, assets, business or undertaking of EXSTREAM. 3.3. ENDURANCE acknowledges to and agrees with TECTON that TECTON’s Investigation shall in no way limit or otherwise adversely affect the rights of TECTON as provided for hereunder in respect of the representations and warranties of ENDURANCE contained in this Agreement or in any certificates or documents delivered by ENDURANCE pursuant to this Agreement. 3.4. TECTON 3.3 E*Comnetrix covenants and agrees with ENDURANCE the Shareholders that TECTON E*Comnetrix shall: (a) use its reasonable best efforts to obtain any regulatory approvals, if any, approvals for this Agreement and the transactions contemplated hereunder required by applicable laws on or before the Closing Date; and; (b) from and including the Effective Date through to and including the Time of Closinglosing, do all such acts and things that may be necessary to ensure that all of the representations and warranties of TECTON E*Comnetrix contained in this Agreement or in any certificates on or documents delivered by it pursuant to this Agreement remain true and correct; and (c) from and including the Effective Date through to and including the Time of Closing, subject to its legal reporting obligations, keep confidential all discussions and communications (including all information communicated therein) between the PARTIES, and all written and printed materials of any kind whatsoever exchanged by the PARTIES, except only any information or material that: (i) was in the public domain at the time of disclosure to a party (the “Recipient”); or (ii) was already in the possession of the Recipient prior to disclosure, as demonstrated by the Recipient through tangible evidence; or (iii) subsequently enters the public domain through no fault of the Recipient or any officer, director, employee or agent of the Recipient; or (iv) is required to be disclosed by law or by a court or regulatory authority of competent jurisdiction provided prior to such disclosure the other party is given immediate written notice of such required disclosure, such that the other party will have a reasonable opportunity to oppose or otherwise influence such disclosure; and (v) any other disclosure contemplated by a party must be approved in writing by the other party prior to disclosure. (vi) and, if so requested by ENDURANCE, TECTON shall arrange for any director, officer, employee, authorized agent or representative of TECTON to enter into, and TECTON itself shall enter into, a non-disclosure agreement with ENDURANCE in a form acceptable to ENDURANCE. 3.5. TECTON covenants and agrees with ENDURANCE that, from and including the Effective Date through to and including the Time of Closing, TECTON shall not do any act or thing that would render any representation or warranty of TECTON contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect.;