Common use of Material Agreements Clause in Contracts

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are is a party: (a) any agreement (or group of related agreements) for the lease of real or personal Personal property, including capital leases, to or from any person Person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest Security Interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other personPerson; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course Ordinary Course of businessBusiness; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xb) neither to the Knowledge of the Company, (X) the Company nor the Selling Shareholders party thereto is not in material breach or default thereof, and (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or and (Zc) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (ia) Schedule 2.01(q) 3.13 lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate of the Company; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets Assets of the Company, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company. (iib) The Company has made available to Pubco Parent either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q)3.13, with respect to each Material Agreement to which the Company or the Selling Shareholders are is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither (A) the Company nor the Selling Shareholders party thereto is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or and (Ziii) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (a) Section 3.12(a) of the Seller Disclosure Letter lists, as of the date of this Agreement, each Contract related to the Acquired Business or to which any Acquired Entity is a party (each such Contract, a “Material Agreement”): (i) Schedule 2.01(qthat is a master purchase agreement with any Material Supplier; (ii) lists the following contracts and that is a Contract with a Material Supplier (other agreements than purchase orders or master purchase agreements); (“iii) that is a Contract with any Material Agreements”Customer; (iv) relating to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, equipment leases obligating any Acquired Entity to or from any person providing for annual lease payments pay an amount in excess of $25,000 50,000 during any calendar year in the aggregate; (bv) that materially restricts (or purports to materially restrict) the ability of any licensing agreementAcquired Entity from engaging in business in any geographic area or competing with any Person; (vi) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or to any agreement forming a partnership, strategic alliances, profit sharing partnership or joint venture; ; (cvii) for the sale of any agreement asset or the grant of any preferential rights to purchase any asset for an amount in excess of $100,000, in each case other than inventory sales or otherwise entered into in the Ordinary Course of Business; (viii) relating to real property obligating the Acquired Entities to pay an amount in excess of $50,000 during any calendar year in the aggregate; (ix) without duplication, that is any indenture, credit agreement, letter of credit, loan agreement, security agreement, guarantee, note, mortgage or group other evidence of related agreements) Indebtedness under which it any Acquired Entity has created, incurred, assumedassumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, or guaranteed that is any indebtedness letter of credit issued for borrowed money the benefit of any Acquired Entity or the Acquired Business; (x) each distributor, consultant, Representative, broker, referral, marketing, advertising or other Contract involving actual or potential payments to or from Company in excess of $25,000100,000 in the aggregate in any 12-month period or during the remaining term thereof and that is not terminable by an Acquired Entity at will or by giving notice of 30 days or less, in each case without liability; (xi) each Contract with a Governmental Authority; (xii) each Contract with a Prohibited Person; (xiii) each Contract that grants material exclusivity rights or under which a security interest has been imposed on any “most favored nations” status to Company or the counterparty thereof; (xiv) each Contract involving actual or potential payments to or from Company in excess of its assets, tangible or intangible; $500,000 in the aggregate in 2018; (dxv) any profit sharing(a) collective bargaining agreement, stock option, stock purchase, stock appreciation, deferred compensation, severance, (b) Employment Agreement or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment individual consulting or independent contractor agreement with any current director, manager, officer or employee of any Acquired Entity whose annual base salary exceeds $100,000, or (c) any severance agreement or other contract providing annual compensation in excess of $25,000 or providing post-termination or for severance payments or other additional rights or benefits (whether or that cannot be cancelled without more than 30 days’ notice; (foptional) any agreement with any current outstanding obligations or former in the event of, or triggered in whole or part by the occurrence of either (A) the termination of any director, manager, officer, directoremployee, shareholder consultant or affiliate of the Company; independent contractor, or (gB) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale or change of control of any of the assets Acquired Entities; and (xvi) relating to any outstanding written commitment to enter into any written contract or agreement of the Company, other than type described in the ordinary course of business; subsections (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; through (jxv) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Companyabove. (iib) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Each Material Agreement to which the Company or the Selling Shareholders are constitutes a party thereto: (a) the agreement is the legal, valid, binding, enforceable valid and binding obligation of the Company or any of the Selling Shareholders parties thereto and is in full force and effect and (except for those Material Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in all material respectsaccordance with the provisions hereof), subject to bankruptcy will continue in full force and equitable remedies exceptions; effect after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party (b)(X) neither excluding, for the Company nor the Selling Shareholders avoidance of doubt, any termination for convenience provision in any such Material Agreements). Each Acquired Entity party thereto has fulfilled and performed its respective material obligations under the Material Agreements, to the extent such obligations were required to have been performed prior to the date hereof, and no Acquired Entity is in in, or alleged to be in, material breach or default thereofunder, (Y) nor is there or is there alleged to be any basis for termination of, any Material Agreement and, to the knowledge of Seller, no other party to any Material Agreement has breached or defaulted thereunder. No event has occurred and, to the knowledge of Seller, no condition or state of facts exists which, with the passage of time or the giving of notice or lapse of timeboth, would constitute such a material default or breach by any Acquired Entity or default of, or permit termination, modification, or acceleration under, by any such other party. No Acquired Entity is currently renegotiating any Material Agreements (other than ordinary course negotiations in connection with the scheduled expiration of a Material Agreement; ) or (Z) paying liquidated damages in lieu of performance thereunder. Except for the Company has not received Acquired Entities, neither Seller nor any notice Affiliate of Seller is a party to or has any knowledge that any other party is, rights in default in any respect under any Material Agreement; . Complete and (c) neither the Company nor the Selling Shareholders have repudiated any material provision correct copies of the agreementMaterial Agreements have heretofore been made available to Buyer by Seller.

Material Agreements. (i) Schedule 2.01(q2.01(n) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders Members are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock unit purchase, stock unit appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 50,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, directormanager, shareholder member or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q2.01(n), with respect to each Material Agreement to which the Company or the Selling Shareholders Members are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Members and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor any of the Selling Shareholders Members party thereto is in material breach or default thereof, and (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor any of the Selling Shareholders have Members has repudiated any material provision of the agreement.

Material Agreements. (ia) Schedule 2.01(q) 3.10 lists the following contracts and other agreements (“Company Material Agreements”) to which either the Company or the Selling Shareholders are any Subsidiary is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate of the Companyaffiliate; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets of the Companyassets, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect. (iib) The Company has made available to Pubco Buyer either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with With respect to each Material Agreement to which the Company or the Selling Shareholders are any Subsidiary is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither the Company nor the Selling Shareholders party thereto (A) is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated any no material provision of the agreementagreement has been repudiated.

Material Agreements. Schedule 2.1(t)(1) sets forth a true and complete list, and the Seller has provided to the Purchaser complete copies (including all amendments and extensions thereof and all waivers thereunder) or, if oral, an accurate and complete description, of each of the following, whether written or oral, to which the Company is a party or is otherwise bound (each, a “Material Agreement”): (i) Schedule 2.01(q) lists the following contracts and all loan agreements, indentures, mortgages, notes, installment obligations, capital leases or other agreements or instruments relating to the borrowing of money (“Material Agreements”or guarantees thereof); (ii) all continuing contracts or commitments for the future purchase, sale or manufacture of products, materials, supplies, equipment or services requiring payment to or from the Company; (iii) all contracts with any Governmental Authority; (iv) all leases, subleases or any other agreements or arrangements under which either the Company has the right or license to use any personal property, whether tangible or intangible, owned or licensed by another Person; (v) all agreements or arrangements under which any other Person has the Selling Shareholders are a party: (a) right or license to use any agreement (or group of related agreements) for the lease of real property or personal property, whether tangible or intangible, owned, leased or licensed by the Company; (vi) all contracts or understandings which by their terms restrict the ability of the Company to conduct its business or to otherwise compete, including capital leasesas to manner or place; (vii) all joint venture or similar agreements or understandings; (viii) lease and other agreements pertaining to the Real Property; (ix) all collective bargaining, to employment, severance, consulting, nondisclosure or from any person providing for annual lease payments in excess confidentiality agreements, and agreements requiring a charge of $25,000 (b) any licensing agreementcontrol or parachute payments, or any agreement forming a partnership, strategic alliances, profit sharing other type of contract or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement understanding with any current or former officer, directoremployee or consultant, shareholder or affiliate of the Company; (g) any agreements relating other than pursuant to the acquisition (by mergerEmployee Benefit Plans, purchase of stock or assets or otherwise) which is not immediately terminable by the Company of without cost or other liability to the Company; (x) all agreements with sales agents or representatives, wholesalers, distributors and dealers; (xi) all agreements concerning any operating business or material assets or Hazardous Materials; and (xii) all other agreements, without regard to monetary amount, to which the capital stock of any other person; (h) any agreements for Company has been a party since January 1, 2007. Except as disclosed on Schedule 2.1(t)(2), the sale of any of Company is not, and to the assets Knowledge of the Company, any other than party thereto is not, in default under any Material Agreement and no event has occurred or is reasonably expected to occur which (after notice or lapse of time or both) would become a breach or default under, or would otherwise permit modification, cancellation, acceleration, or termination of, any Material Agreement or would result in the ordinary course creation of business; or right to obtain any Lien upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Company. Except as disclosed on Schedule 2.1(t)(3): (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respectsand is a valid and binding obligation of the Company, subject and, to bankruptcy and equitable remedies exceptionsthe Knowledge of the Company, the other parties thereto; (b)(Xii) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) there are no event has occurred which, unresolved disputes with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under to any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated has no reasonable basis to believe that any material provision of the agreementparty to a Material Agreement intends either to modify, cancel or terminate such Material Agreement.

Material Agreements. (ia) Schedule 2.01(q) 3.13 lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are and each of its Subsidiaries is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s and each of its Subsidiaries' employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate of the CompanyCompany and each of its Subsidiaries; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company and each of its Subsidiaries of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets Assets of the CompanyCompany and each of its Subsidiaries, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the CompanyCompany and each of its Subsidiaries; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyCompany and each of its Subsidiaries. (iib) The Company and each of its Subsidiaries has made available to Pubco Parent either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q)3.13, with respect to each Material Agreement to which the Company or the Selling Shareholders are and each of its Subsidiaries is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any and each of the Selling Shareholders its Subsidiaries and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither (A) the Company nor the Selling Shareholders party thereto and each of its Subsidiaries is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or and (Ziii) the Company and each of its Subsidiaries has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (i) Set forth on Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) 2.18 is a list of each agreement, arrangement, or understanding to which either the Company or any of the Selling Shareholders are Transferred Subsidiaries is a party: party or by which the Company or any of the Transferred Subsidiaries is bound (a) any agreement collectively, the "Material Agreements"): (or group of related agreements1) for the lease of real personal property from or personal property, including capital leases, to or from any person third parties providing for annual lease payments to any single lessor or from any single lessee in excess of $25,000 500,000; (b2) any licensing agreementfor the purchase, distribution or sale of supplies, products or other personal property or for the furnishing or receipt of information or services, in each case, calling for performance over a period of more than six months or involving more than $1,000,000; (3) relating to the acquisition by the Company or any agreement forming a partnership, strategic alliances, profit sharing of the Transferred Subsidiaries of any legal entity or joint venture; all or substantially all of the assets of any Person; (c) any agreement (or group of related agreements4) under which it has created, incurred, assumed, incurred or guaranteed any assumed indebtedness for borrowed money in excess of involving more than $25,000, 500,000 or under pursuant to which a security interest has been an Encumbrance is imposed on any of its assets, tangible or intangible; intangible assets; (d5) for the license of Intellectual Property material to the Business or the payment of royalties (whether as licensee or licensor or payor or payee) or any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severanceother agreement material to the Business providing in whole or in part for the use of, or other material plan or arrangement for limiting the benefit use of, any Intellectual Property; (6) purporting to limit the right of its current or former officers and managers the Company or any of the Company’s employees; Transferred Subsidiaries to compete in any line of business, with any Person or in any geographic area or containing any covenant providing for an exclusive relationship between the Company or any Transferred Subsidiary and any Person; (e7) with any director, officer or employee of the Company or any Transferred Subsidiary (including any involving employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; severance); (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which 8) the consequences of a default or termination could of which is reasonably be expected likely to have a material adverse effect on the Company.Business Condition; (ii9) The containing any guarantee or power of attorney granted by the Company has made available or any Transferred Subsidiary; (10) relating to Pubco either an original any partnership or a correct joint venture; (11) otherwise involving the receipt or expenditure of more than $250,000 or not entered into in the ordinary course of business consistent with past practice; and (12) otherwise material to the Business. Each of the Material Agreements are in full force and complete copy effect and are enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of each written Material Agreementcreditors generally and to general principles of equity. Except as set forth on Schedule 2.01(q)2.18, with respect to each Material Agreement to which the Company or the Selling Shareholders are applicable Transferred Subsidiary, as the case may be, has complied with the material provisions of each of the Material Agreements, is not in default under any of the terms thereof, and no event has occurred that with the passage of time or the giving of notice or both would constitute a party thereto: (a) default by the agreement is Company or the legalapplicable Transferred Subsidiary, validas the case may be, bindingunder any provision thereof. Except as set forth on Schedule 2.18, enforceable obligation of to MEI's, Sub's and the Company's knowledge, all parties other than the Company or any of the Selling Shareholders Transferred Subsidiaries have complied with the material provisions of the Material Agreements; are not in default under any of the terms thereof; and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, that with the passage of time or the giving of notice or lapse of time, both would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received by any notice or has any knowledge that any other such party is, in default in any respect under any Material Agreement; and (c) neither provision thereof. Neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementTransferred Subsidiaries have received any written notice of termination with respect to any of the Material Agreements. Neither the Company nor any of the Transferred Subsidiaries has assigned any of its rights or obligations under any of the Material Agreements other than to each other. Neither the Company nor any of the Transferred Subsidiaries have waived any of its rights in writing under any of the Material Agreements. True and complete copies of all written Material Agreements and summaries of any oral Material Agreements have been made available to Investor prior to the date hereof.

Material Agreements. (i) Schedule 2.01(q2.01(n) lists the following contracts and other agreements (“Material Agreements”) to which either the Existing Company or the Selling Shareholders Entities are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s Existing Company Entities’ employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the CompanyExisting Company Entities; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Existing Company Entities of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the CompanyExisting Company Entities, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the CompanyExisting Company Entities; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyExisting Company Entities. (ii) The Existing Company has Entities have made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q2.01(n), with respect to each Material Agreement to which the Existing Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Existing Company or any of the Selling Shareholders Entities and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Existing Company nor the Selling Shareholders party thereto is Entities are not in material breach or default thereof, and (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Existing Company nor the Selling Shareholders Entities have not repudiated any material provision of the agreement.

Material Agreements. (ia) Schedule 2.01(q) lists Except as set forth in any of the following contracts and other agreements (“Material Agreements”) to which either the Company Seller Disclosure Schedules or the Selling Shareholders are index of exhibits in the Seller's Annual Reports on Forms 10-K for the years ended December 31, 1998, 1997 and 1996, except for this Agreement and the other Transaction Documents, neither the Seller nor any of its subsidiaries is a party: party to or is bound by (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumedarrangement, or guaranteed any indebtedness for borrowed money in excess commitment that is material to the financial condition, results of $25,000, operations or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any business of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officerSeller, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than except those entered into in the ordinary course of business; (ib) any outstanding agreements written (or oral, if material) agreement, arrangement, or commitment relating to the employment, including without limitation, employment as a consultant of guarantyany person or the election or retention in office or severance of any present or former director or officer of the Seller or any of its subsidiaries; (c) any contract, surety agreement, or indemnificationunderstanding with any labor union; (d) any agreement by and among the Seller, direct any subsidiary of the Seller and/or any Affiliate thereof; (e) any contract or indirectagreement or amendment thereto that would be required to be filed as an Exhibit to a Form 10-K filed by the Seller as of the date hereof that has not been filed as an Exhibit to the Form 10-K filed by it for 1998; (f) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Seller or any of its subsidiaries to any officer or employee thereof, (g) any agreement, arrangement or commitment (whether written or oral) which materially restricts the conduct of any line of business by the Seller or any of its subsidiaries, or (h) any agreement, arrangement or commitment (whether written or oral) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the Company; (j) occurrence of any royalty agreementsof the transactions contemplated by this Agreement, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee the value of no more than $10,000); and (k) any other agreement under of the benefits of which the consequences of a default or termination could reasonably will be expected to have a material adverse effect calculated on the Company. (ii) basis of any of the transactions contemplated by this Agreement. The Company Seller has made available previously delivered to Pubco either an original or a correct the Buyer true and complete copy copies of each written Material Agreement. Except as set forth on Schedule 2.01(q)all employment, with respect to each Material Agreement consulting and deferred compensation agreements which are in writing and to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company Seller or any of its subsidiaries is a party. Each contract, arrangement, commitment or understanding of the Selling Shareholders type described in this Section, whether or not set forth in Section 4.18 of the Seller Disclosure Schedule, is referred to herein as a "Seller Contract." (i) To the best knowledge of the Seller, each Seller Contract listed on such Seller Disclosure Schedule is legal, valid and is binding upon the Seller or Seller subsidiary, as the case may be, and in full force and effect effect, (ii) the Seller and each Seller subsidiary has in all material respectsrespects performed all obligations required to be performed by it to date under each such Seller Contract, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Yiii) no event has occurred whichor condition exists which constitutes or, with after notice or lapse of timetime or both, would constitute constitute, a material breach default on the part of the Seller or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect Seller subsidiary under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementsuch Seller Contract.

Material Agreements. (a) Other than those set out in the Company SEC Reports (as defined below) filed prior to the date hereof, the Company has delivered to Parent true and complete copies of (or, with respect to those contracts that consist solely of purchase orders, has delivered to Parent a materially true and correct list identifying those purchase orders) all of the following Contracts and other instruments to which the Company or any of its Subsidiaries is a party or by which any of them or their properties or assets are bound as of the date hereof (collectively, the "Material Agreements"): (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either all equipment leases that involve payments by the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments and/or its Subsidiaries in excess of $25,000 50,000 per year; (bii) any licensing agreement, all software maintenance agreements or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money Intellectual Property license arrangements that involve payments by the Company and/or its Subsidiaries in excess of $25,00010,000 per year; (iii) all material agreements pursuant to which the Company and/or its Subsidiaries license Company Intellectual Property (as defined below); (iv) all real property leases that involve payments by the Company and/or its Subsidiaries in excess of $100,000 per year; (v) all Contracts (other than those listed in clauses (i) through (iv) above) that involve payments by the Company and/or its Subsidiaries in excess of $100,000 per year or $250,000 in the aggregate; (vi) all collective bargaining agreements; (vii) promissory notes, loans, agreements, indentures, evidences of indebtedness or under which other instruments and Contracts providing for the borrowing or lending of money, whether as borrower, lender or guarantor, in each case, relating to indebtedness or obligations in excess of $1,000,000; (viii) Contracts containing a security interest has been imposed on covenant limiting the freedom of the Company or any of its assetsSubsidiaries (or which purport to limit the freedom of Parent after the Merger) to engage in any line of business or compete with any Person or operate at any location in the world or that prohibits or restricts the Company or its Subsidiaries (or which purport to prohibit or restrict Parent after the Merger) from soliciting or retaining the employment of any Person; (ix) joint venture or partnership agreements or joint development, distribution or similar agreements pursuant to which any third party is entitled or obligated to develop or distribute any products on behalf of the Company or its Subsidiaries or pursuant to which the Company or any of its Subsidiaries is entitled or obligated to develop or distribute any products on behalf of any third party; (x) Contracts for the acquisition, directly or indirectly (by merger or otherwise) of any business, all or substantially all of the assets of any Person (whether tangible or intangible; ) or the capital stock of another Person; (dxi) Contracts involving the issuance or repurchase of any profit sharing, capital stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for of the benefit of its current or former officers and managers Company or any of its Subsidiaries (including newly formed Subsidiaries), other than, with respect to the issuance of Company Common Stock, the options or warrants listed in Section 2.3(a) of the Company Disclosure Schedule; (xii) Contracts under which the Company or any of its Subsidiaries has granted or received exclusive rights with respect to Company Intellectual Property or the distribution of the Company’s employees; 's products; (exiii) any interest rate swaps, caps, floors or option agreements or any other interest rate risk management arrangement or foreign exchange Contracts; (xiv) any employment or independent contractor agreement providing consulting agreements for individuals with total annual compensation in excess of $25,000 100,000 pursuant to which the Company or any of its Subsidiaries may incur any liability; (xv) all agreements or insurance policies providing post-termination for indemnification of any officer or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate director of the CompanyCompany or any of its Subsidiaries; (xvi) all agreements evidencing a loan in excess of $25,000 to any officer or director of the Company or any of its Subsidiaries; and (gxvii) any agreements all Contracts relating to the acquisition (by merger, purchase split-dollar life insurance policies for any employee or director of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; and its Subsidiaries. (i) any outstanding agreements of guarantyExcept as could not, surety individually or indemnificationin the aggregate, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original Material Adverse Effect, other than Material Agreements that have terminated or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q)expired in accordance with their terms, with respect to each Material Agreement to which the Company or the Selling Shareholders are is in full force and effect, is a party thereto: (a) the agreement is the legal, valid, binding, enforceable valid and binding obligation of the Company or any such Subsidiary and, to the Company's Knowledge, of each other party thereto and is enforceable, in accordance with its terms, against each party thereto (other than the Company or such Subsidiary), in each case except that the enforcement thereof may be limited by (A) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors' rights generally, (B) general principles of equity (whether in a proceeding in equity or at law) and (C) an implied covenant of good faith and fair dealing, and (ii) to the Knowledge of the Selling Shareholders and is in full force and effect in all material respectsCompany, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor any of its Subsidiaries is or alleged to be, and, to the Selling Shareholders Knowledge of the Company, no other party thereto is or alleged to be, in material default under, or in material breach or default thereofmaterial violation of, (Y) any Material Agreement and, to the Knowledge of the Company, no event or failure to act has occurred which, with the giving of notice or lapse passage of timetime or both, would constitute such a material default, breach or default ofviolation. The designation or definition of Material Agreements for purposes of this Section 2.7 and the disclosures made pursuant thereto will not be construed or utilized to expand, limit or permit termination, modification, or acceleration under, define the terms "material" and "Material Adverse Effect" as otherwise referenced and used in this Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (a) Section 2.13 of the Company Disclosure Letter sets forth a true, correct and complete list of the following agreements (whether written or oral and including all amendments thereto) to which the Company or its Subsidiaries is a party or a beneficiary or by which the Company or its Subsidiaries or any of their respective assets are bound (collectively, the "Material Agreements"): (i) Schedule 2.01(qany real estate leases; (ii) lists any other agreement for the following contracts and other agreements (“Material Agreements”) to which either provision of services by the Company or its Subsidiaries that have accounted for revenues of more than $25,000.00 per annum during any month since the Selling Shareholders are a party: Balance Sheet Date; (aiii) any agreement (creating, evidencing, securing, assuming, guaranteeing or group of related agreements) otherwise relating to any debt for which the lease of real Company or personal property, including capital leases, to its Subsidiaries is liable or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, imposed (or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which may impose) a security interest has been imposed Lien on any of its the assets, tangible or intangible; , of the Company or its Subsidiaries; (div) any profit sharingcapital or operating leases or conditional sales agreements relating to personal property of the Company or its Subsidiaries; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company or its Subsidiaries is entitled or obligated to acquire any assets from a third party with a fair market value in excess of $5,000; (vi) any insurance policies; (vii) any employment, stock optionconsulting, stock purchase, stock appreciation, deferred compensation, severancenoncompetition, or other material plan separation agreements or arrangement arrangements; (viii) any agreement with or for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former Stockholder, officer, director, shareholder director or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets employee of the Company, other than in or any Affiliate of the ordinary course of business; Company, or any Person controlled by such individual or family member thereof; (iix) any outstanding agreements of guaranty, surety license to which the Company or indemnification, direct or indirect, by the Company; its Subsidiaries is a party; (jx) any royalty agreementsagreement in which the Company or its Subsidiaries has granted rights to license, licenses sublicense or other agreements copy, "most favored nation" pricing provisions or exclusive marketing or distribution rights relating to Intellectual Property any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement written arrangement establishing a partnership or joint venture; (xii) a list of all parties to any written arrangement concerning confidentiality, non-disclosure or noncompetition; (xiii) any written arrangement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company.; and (iixiv) The Company has made available to Pubco either an original any other agreement or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement arrangement pursuant to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation its Subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $5,000.00 or entered into outside of the Company or any ordinary course of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementbusiness.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 10,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (ia) Schedule 2.01(q) lists ChainTrade has provided to Company all contracts or agreements to which ChainTrade is a party (the following contracts and other agreements (“ChainTrade Material Agreements”) to which either the Company or the Selling Shareholders are a party), including: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder Shareholder, manager or affiliate of the Companyaffiliate; (gvii) any agreements relating to the acquisition (by merger, purchase of stock Shares or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets of the Companyassets, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000)Property; and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect. (iib) The Company ChainTrade has made available to Pubco the Company either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with With respect to each Material Agreement to which the Company or the Selling Shareholders are ChainTrade is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither the Company nor the Selling Shareholders party thereto (A) is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated any no material provision of the agreementagreement has been repudiated.

Material Agreements. (ia) Schedule 2.01(q) lists Section 2.12 of the Company Disclosure Letter sets forth a true, correct and complete list of the following contracts and other agreements (whether written or oral and including all amendments thereto) to which the Company or its Subsidiaries is a party or a beneficiary or by which the Company or its Subsidiaries or any of their respective assets are bound (collectively, the “Material Agreements”): (i) to which either any real estate leases; (ii) any other agreement for the provision of services by the Company or its Subsidiaries that have accounted for revenues of more than $5,000.00 per annum during any month since the Selling Shareholders are a party: Balance Sheet Date; (aiii) any agreement (creating, evidencing, securing, assuming, guaranteeing or group of related agreements) otherwise relating to any debt for which the lease of real Company or personal property, including capital leases, to its Subsidiaries is liable or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, imposed (or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which may impose) a security interest has been imposed Lien on any of its the assets, tangible or intangible; , of the Company or its Subsidiaries; (div) any profit sharingcapital or operating leases or conditional sales agreements relating to personal property of the Company or its Subsidiaries; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company or its Subsidiaries is entitled or obligated to acquire any assets from a third party with a fair market value in excess of $5,000; (vi) any insurance policies; (vii) any employment, stock optionconsulting, stock purchase, stock appreciation, deferred compensation, severancenoncompetition, or other material plan separation agreements or arrangement arrangements; (viii) any agreement with or for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former Members, officer, director, shareholder manager or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets employee of the Company, other than in or any Affiliate of the ordinary course of business; Company, or any Person controlled by such individual or family member thereof; (iix) any outstanding agreements of guaranty, surety license to which the Company or indemnification, direct or indirect, by the Company; its Subsidiaries is a party; (jx) any royalty agreementsagreement in which the Company or its Subsidiaries has granted rights to license, licenses sublicense or other agreements copy, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to Intellectual Property any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement written arrangement establishing a partnership or joint venture; (xii) a list of all parties to any written arrangement concerning confidentiality, non-disclosure or noncompetition; (xiii) any written arrangement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company.; and (iixiv) The Company has made available to Pubco either an original any other agreement or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement arrangement pursuant to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation its Subsidiaries could be required to make or entitled to receive aggregate payments in excess of $5,000.00 or entered into outside of the Company or any ordinary course of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementbusiness.

Material Agreements. (ia) Schedule 2.01(q) lists ReachOut has provided to Company all contracts or agreements to which ReachOut or any Subsidiary is a party (the following contracts and other agreements (“ReachOut Material Agreements”) to which either the Company or the Selling Shareholders are a party), including: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder Shareholder, , manager or affiliate of the Companyaffiliate; (gvii) any agreements relating to the acquisition (by merger, purchase of stock Shares or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets of the Companyassets, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect. (iib) The Company ReachOut has made available to Pubco Company either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with With respect to each Material Agreement to which the Company ReachOut or the Selling Shareholders are any Subsidiary is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither the Company nor the Selling Shareholders party thereto (A) is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated any no material provision of the agreementagreement has been repudiated.

Material Agreements. (i) Set forth on Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) 2.18 is a list of each agreement, arrangement, or understanding to which either the Company or any of the Selling Shareholders are Transferred Subsidiaries is a party: party or by which the Company or any of the Transferred Subsidiaries is bound (a) any agreement collectively, the "Material Agreements"): (or group of related agreements1) for the lease of real personal property from or personal property, including capital leases, to or from any person third parties providing for annual lease payments to any single lessor or from any single lessee in excess of $25,000 500,000; (b2) any licensing agreementfor the purchase, distribution or sale of supplies, products or other personal property or for the furnishing or receipt of information or services, in each case, calling for performance over a period of more than six months or involving more than $1,000,000; (3) relating to the acquisition by the Company or any agreement forming a partnership, strategic alliances, profit sharing of the Transferred Subsidiaries of any legal entity or joint venture; all or substantially all of the assets of any Person; (c) any agreement (or group of related agreements4) under which it has created, incurred, assumed, incurred or guaranteed any assumed indebtedness for borrowed money in excess of involving more than $25,000, 500,000 or under pursuant to which a security interest has been an Encumbrance is imposed on any of its assets, tangible or intangible; intangible assets; (d5) for the license of Intellectual Property material to the Business or the payment of royalties (whether as licensee or licensor or payor or payee) or any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severanceother agreement material to the Business providing in whole or in part for the use of, or other material plan or arrangement for limiting the benefit use of, any Intellectual Property; (6) purporting to limit the right of its current or former officers and managers the Company or any of the Company’s employees; Transferred Subsidiaries to compete in any line of business, with any Person or in any geographic area or containing any covenant providing for an exclusive relationship between the Company or any Transferred Subsidiary and any Person; (e7) with any director, officer or employee of the Company or any Transferred Subsidiary (including any involving employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; severance); (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which 8) the consequences of a default or termination could of which is reasonably be expected likely to have a material adverse effect on the Company.Business Condition; (ii9) The containing any guarantee or power of attorney granted by the Company has made available or any Transferred Subsidiary; (10) relating to Pubco either an original any partnership or a correct joint venture; (11) otherwise involving the receipt or expenditure of more than $250,000 or not entered into in the ordinary course of business consistent with past practice; and (12) otherwise material to the Business. Each of the Material Agreements are in full force and complete copy effect and are enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of each written Material Agreementcreditors generally and to general principles of equity. Except as set forth on Schedule 2.01(q)2.18, with respect to each Material Agreement to which the Company or the Selling Shareholders are applicable Transferred Subsidiary, as the case may be, has complied with the material provisions of each of the Material Agreements, is not in default under any of the terms thereof, and no event has occurred that with the passage of time or the giving of notice or both would constitute a party thereto: (a) default by the agreement is Company or the legalapplicable Transferred Subsidiary, validas the case may be, bindingunder any provision thereof. Except as set forth on Schedule 2.18, enforceable obligation of to MEI's and the Company's knowledge, all parties other than the Company or any of the Selling Shareholders Transferred Subsidiaries have complied with the material provisions of the Material Agreements; are not in default under any of the terms thereof; and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, that with the passage of time or the giving of notice or lapse of time, both would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received by any notice or has any knowledge that any other such party is, in default in any respect under any Material Agreement; and (c) neither provision thereof. Neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementTransferred Subsidiaries have received any written notice of termination with respect to any of the Material Agreements. Neither the Company nor any of the Transferred Subsidiaries has assigned any of its rights or obligations under any of the Material Agreements other than to each other. Neither the Company nor any of the Transferred Subsidiaries have waived any of its rights in writing under any of the Material Agreements. True and complete copies of all written Material Agreements and summaries of any oral Material Agreements have been made available to Investor prior to the date hereof.

Material Agreements. True, correct, and complete copies (including all amendments and extensions thereof and all waivers thereunder) or, if oral, an accurate and complete description, of each of the following, whether written or oral, to which the Company is a party or is otherwise bound (each, a “Material Agreement”), are attached hereto as Schedule 2.1(t)(i): (i) Schedule 2.01(q) lists the following contracts and all loan agreements, indentures, mortgages, notes, installment obligations, capital leases or other agreements or instruments relating to the borrowing of money (“Material Agreements”or guarantees thereof); (ii) all continuing contracts or commitments for the future purchase, sale or manufacture of products, materials, supplies, equipment or services requiring payment to or from the Company; (iii) all contracts with any Governmental Authority; (iv) all leases, subleases or any other agreements or arrangements under which either the Company has the right or license to use any personal property, whether tangible or intangible, owned or licensed by another Person; (v) all agreements or arrangements under which any other Person has the Selling Shareholders are a party: (a) right or license to use any agreement (or group of related agreements) for the lease of real property or personal property, whether tangible or intangible, owned, leased or licensed by the Company; (vi) all contracts or understandings which by their terms restrict the ability of the Company to conduct its business or to otherwise compete, including capital leasesas to manner or place; (vii) all joint venture or similar agreements or understandings; (viii) lease and other agreements pertaining to the Real Property; (ix) all collective bargaining, to employment, severance, consulting, nondisclosure or from any person providing for annual lease payments in excess confidentiality agreements, and agreements requiring a charge of $25,000 (b) any licensing agreementcontrol or parachute payments, or any agreement forming a partnership, strategic alliances, profit sharing other type of contract or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement understanding with any current or former officer, directoremployee or consultant, shareholder or affiliate of the Company; (g) any agreements relating other than pursuant to the acquisition (by mergerEmployee Benefit Plans, purchase of stock or assets or otherwise) which is not immediately terminable by the Company of without cost or other liability to the Company; (x) all agreements with sales agents or representatives, wholesalers, distributors and dealers; (xi) all agreements concerning any operating business or material assets or Hazardous Materials; and (xii) all other agreements, without regard to monetary amount, to which the capital stock of any other person; (h) any agreements for Company has been a party since October 1, 2016. Except as disclosed on Schedule 2.1(t)(2), the sale of any of Company is not, and to the assets Knowledge of the Company, any other than party thereto is not, in default under any Material Agreement and no event has occurred or is reasonably expected to occur which (after notice or lapse of time or both) would become a breach or default under, or would otherwise permit modification, cancellation, acceleration, or termination of, any Material Agreement or would result in the ordinary course creation of business; or right to obtain any Lien upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Company. Except as disclosed on Schedule 2.1(t)(3): (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respectsand is a valid and binding obligation of the Company, subject and, to bankruptcy and equitable remedies exceptionsthe Knowledge of the Company, the other parties thereto; (b)(Xii) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) there are no event has occurred which, unresolved disputes with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under to any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated has no reasonable basis to believe that any material provision of the agreementparty to a Material Agreement intends either to modify, cancel or terminate such Material Agreement.

Material Agreements. (ia) Exhibit A-3, Schedule 2.01(q) 4.22, and Schedule 4.25 lists all of the following contracts types of contracts, agreements or other arrangements related to the Oil and other agreements Gas Properties (“Contracts”) in effect as of the Execution Date (the “Material Agreements”) to which either the Company or the Selling Shareholders are a party: ): (a1) any agreement Contract between such Seller, on the one hand, and any Affiliate of such Seller, on the other hand; (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b2) any licensing agreementContract for (A) the sale, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severanceexchange, or other material plan disposition of Hydrocarbons produced from or arrangement for attributable to the benefit Assets or (B) the purchase, sale, processing, transportation or other disposal of its current any such Hydrocarbons, in each case, that is not cancelable without penalty or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that canother payment on not be cancelled without more than 30 days’ prior written notice; , other than terms of joint operating agreements or gas balancing agreements which permit an operator or other co-owner to take or market production of a non-taking co-owner; (f3) any agreement with Contract requiring Seller to sell, lease, farm-out, or otherwise dispose of any current or former officer, director, shareholder or affiliate interest in any of the Company; (g) any Assets after the Effective Time, other than non-consent penalties for non-participation in operations under joint operating agreements relating to the acquisition (by merger, purchase or conventional rights of stock reassignment arising in connection with Seller’s surrender or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale release of any of the assets Subject Interests; (4) any Contract that creates any area of mutual interest or similar provision with respect to the CompanyAssets or contains any material restrictions on the ability of Seller to compete with any other Person; (5) any Contract, other than customary oilfield service contracts entered into by Seller in the ordinary course of business; (i) any outstanding agreements of guarantycourse, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could that can reasonably be expected to have result in aggregate payments by, or revenues to Seller of more than $250,000 with respect to the Seller Operated Assets, or $250,000, net to Seller’s interest, with respect to the Assets not operated by Seller, during the current fiscal year or any subsequent year during the term of such Contract; (6) any Contract that is an agreement for indebtedness for borrowed money; (7) any Contract that is a material adverse effect on drilling contract, unitization agreement, unit operating agreement, joint operating agreement, exploration agreement, development agreement, participation agreement, joint venture agreement or similar agreement; (8) any Contract that constitutes a lease under which such Seller is the Companylessor or the lessee of personal property which lease (A) cannot be terminated by such Person without penalty upon 60 days or less notice and (B) involves an annual base rental of more than $250,000, net to Seller’s interest; and (9) any Contract that contains any rights allowing a third party to participate in any sales of any of the Assets that are triggered by or applicable to the transactions contemplated by this Agreement. (iib) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as otherwise set forth on Schedule 2.01(q4.11(b), with Seller is not in default in any material respect to each under any Material Agreement and, to which the Company or the Selling Shareholders are a Seller’s Knowledge, no other party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or to any of the Selling Shareholders and Material Agreement is in full force and effect default in all any material respectsrespect thereunder. To Seller’s Knowledge, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred whichthat, with notice or notice, lapse of timetime or both, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any material respect under any Material Agreement; and . (c) neither All agreements for the Company nor purchase and sale of Hydrocarbons from the Selling Shareholders have repudiated any material provision of the agreementAssets are set forth on Exhibit A-3.

Material Agreements. (ia) Except for the agreements listed paragraph 5.10 (a) of the Disclosure Schedule 2.01(q) lists (the following contracts and other agreements (“Material Agreements”) ), no Company is, as of the date hereof, a party to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; following written or non-written (ebinding) agreements, provided that any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that canprimary contractual obligation (primäre Hauptleistungspflicht) thereunder has not be cancelled without more than 30 days’ notice; yet been fulfilled: (f1) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition or sale of interests in other companies, businesses or real estate entered into (i) since December 31, 2003 or (ii) since December 31, 1998, provided that in the case of Section 5.10 (a) (1) (ii) there are outstanding obligations for indemnification or other outstanding obligations under any such agreement which could, in each case, reasonably be expected to exceed EUR 500,000; (2) joint venture, partnership (other than cooperation agreements) or shareholder agreements; cooperation agreements (including on research and development projects) which are material for the business of the Bakelite Group or any Business Unit (each taken as a whole); (3) rental and lease agreements relating to real estate which, individually, provide for annual payments of EUR 100,000 or more; (4) loan agreements (other than relating to any intercompany debt towards any Company or member of the RÜTGERS Group), bonds, notes or any other instruments of debt issued by mergerany Company and involving, purchase individually, an indebtedness of stock the relevant Company of EUR 100,000 or assets more; (5) guarantees, indemnities and suretyships issued by any of the Companies for any debt or otherwiseother obligation of any third party (other than any Company), sale and lease back agreements, asset backed security transactions, financial leases (as defined under IAS 17) and swap, option and other derivatives (including foreign currency hedging transactions), in each case for an amount of EUR 100,000 or more per item (provided that Sellers hereby represent that any such items below EUR 100,000 do not exceed EUR 300,000 in the aggregate); (6) any agreement (excluding customary restrictions in cooperation, supplier or reseller agreements) that materially limits the freedom of the Bakelite Group or any of the Companies to produce, market, distribute or sell any product or to compete in any line of business or with any third party; (7) any agreements, arrangements or commitments with any member of the RÜTGERS Group relating to any industrial compound jointly used by any Company and the RÜTGERS Group, including the premises in Duisburg-Meiderich, Germany; any other agreements, arrangements or commitments with any member of the RÜTGERS Group or the RAG group (other than the Degussa group) which (i) are required for the business of the Companies or relate to sales or services that cannot be obtained from third parties at equivalent cost, (ii) cannot be terminated by the relevant Company within three months after the Effective Date or (iii) provide for a remuneration in excess of EUR 25,000 per annum each; (8) license agreements entered into by a Company as licensor or licensee (other than licenses within the Bakelite Group) which (i) impose on the Company annual payments of EUR 100,000 or more in the individual case or (ii) relate to any Bakelite Intellectual Property Right and cannot be terminated by the Company within a period of 12 months after the Effective Date; (9) material agreements which contain change of control provisions according to which such agreements would terminate or could be terminated; agreements which contain change of control clauses pursuant to which payments in excess of EUR 50,000 in each case could become due, or any operating business Material Adverse Effect could occur, in each case as a result of the execution of, or material assets consummation of the transactions contemplated by, this Agreement; (10) agreements, in writing or orally, relating to the capital stock of operation of, management of, remediation of, or comparable administration of, and construction work on the Duisburg-Meiderich Site with InfraTec Duisburg GmbH, Bozzetto GmbH or any other personparty operating on the Duisburg-Meiderich Site; and (h11) any agreements for the sale of any of the assets of the Company, other than or commitments not made in the ordinary course of business; the Companies’ business which have, or would reasonably be expected to have, a Material Adverse Effect. (b) Prior to the date hereof, except as set forth in paragraph 5.10 (b) of the Disclosure Schedule, Sellers have granted Purchaser access to copies of all Material Agreements, which are true and complete in all material respects as of the date hereof. To Sellers’ Knowledge, unless otherwise disclosed in paragraph 5.10 (b) of the Disclosure Schedule, (i) no counterparty to any outstanding agreements Material Agreement has disputed in writing its validity or enforceability or the validity or enforceability of guarantyany material term thereof and there are no circumstances making it reasonably likely that any Material Agreement or material term thereof will be held invalid or unenforceable, surety (ii) none of the Companies has given or indemnification, direct received any notice of ordinary or indirect, by the Company; extraordinary termination (jor any written announcement with respect thereto) to or from any royalty agreements, licenses or other agreements relating counterparty with respect to Intellectual Property any Material Agreement (excluding licenses pertaining to “off-the-shelf” commercially available software used except for any termination permitted pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); Section 7.1) and (kiii) neither any other agreement under which the consequences of a Company nor any counterparty to any Material Agreement is in default or termination breach under any such agreement which, in each case, could reasonably be expected to have a material adverse effect on result in the Companycancellation or termination thereof. (iic) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is disclosed in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and paragraph 5.10 (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementDisclosure Schedule, as of the date hereof, none of the ten largest suppliers or ten largest customers of the Bakelite Group, based on the aggregate sales in the fiscal year 2003, has (i) indicated in writing to the Companies that it intends to terminate or materially reduce its business dealings with the Bakelite Group or (ii) has given notice of ordinary or extraordinary termination. None of the Companies has given notice of ordinary or extraordinary termination (or any written announcement with respect thereto) to any such customer or supplier (except to the extent permitted under Section 7.1) and neither any Company nor, to Seller’s Knowledge, as of the date hereof, any such supplier or customer is in default or breach under any such agreement which, in each case, could reasonably be expected to result in the cancellation or termination thereof. True and complete copies of any written frame or master agreements (Rahmenverträge) with such suppliers and customers and correct descriptions of any such material non-written and legally binding terms governing the ongoing relationship with such suppliers and customers (in each case as currently in effect) have been disclosed to the Purchaser on the date hereof.

Material Agreements. SCHEDULE 3.1(O)(1) sets forth a true and complete list, and the Company has provided to the Parent complete copies (including all amendments and extensions thereof and all waivers thereunder) or, if oral, an accurate and complete description, of each of the following, whether written or oral, to which the Company is a party or is otherwise bound (each, a "MATERIAL AGREEMENT"): (i) Schedule 2.01(q) lists the following contracts and all loan agreements, indentures, mortgages, notes, installment obligations, capital leases or other agreements or instruments relating to the borrowing of money (“Material Agreements”or guarantees thereof); (ii) all continuing contracts or commitments for the future purchase, sale or manufacture of products, materials, supplies, equipment or services requiring payment to which either or from the Company in an amount in excess of $50,000 per annum which are not terminable on 30 days' or less notice without cost or other liability at or any time after the Selling Shareholders are a party: Closing Date, or in which the Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive rights relating to any product or service; (aiii) all contracts with any agreement Governmental Authority; (iv) all leases, subleases or group of related agreementsany other agreements or arrangements under which the Company has the right or license to use any personal property, whether tangible or intangible, owned or licensed by another Person; (v) for all agreements or arrangements under which any other Person has the lease of right or license to use any real property or personal property, whether tangible or intangible, owned, leased or licensed by the Company; (vi) all contracts or understandings which by their terms restrict the ability of the Company to conduct its business or to otherwise compete, including capital leasesas to manner or place; (vii) all joint venture or similar agreements or understandings; (viii) lease and other agreements pertaining to the Real Property; (ix) all collective bargaining, to employment, severance, consulting, nondisclosure or from any person providing for annual lease payments in excess confidentiality agreements, and agreements requiring a charge of $25,000 (b) any licensing agreementcontrol or parachute payments, or any agreement forming a partnership, strategic alliances, profit sharing other type of contract or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement understanding with any current or former officer, directoremployee or consultant, shareholder or affiliate of the Company; (g) any agreements relating other than pursuant to the acquisition (by mergerEmployee Benefit Plans, purchase of stock or assets or otherwise) which is not immediately terminable by the Company of any operating business without cost or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of liability to the Company; (x) all agreements with sales agents or representatives, wholesalers, distributors and dealers; (xi) all agreements concerning any Hazardous Materials; and (xii) all other than contracts, without regard to monetary amount, which were not entered into in the ordinary course of business; business consistent with past practice or which are material to the conduct of the Company's business and not listed above. Except as disclosed on SCHEDULE 3.1(O)(2), the Company is not, and to the knowledge of the Company, any other party thereto is not, in default under any Material Agreement and no event has occurred or is reasonably expected to occur which (after notice or lapse of time or both) would become a breach or default under, or would otherwise permit modification, cancellation, acceleration or termination of, any Material Agreement or would result in the creation of or right to obtain any Lien upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Company. Except as disclosed on SCHEDULE 3.1(O)(3): (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respectsand is a valid and binding obligation of the Company, subject and, to bankruptcy and equitable remedies exceptionsthe knowledge of the Company, the other parties thereto; (b)(Xii) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) there are no event has occurred which, unresolved disputes with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under to any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated has no reasonable basis to believe that any material provision of the agreementparty to a Material Agreement intends either to modify, cancel or terminate such Material Agreement.

Material Agreements. (a) Schedule 2.12 attached hereto sets forth a true, correct and complete list of the following agreements (whether written or oral and including all amendments thereto) to which the Company or its Subsidiaries is a party or a beneficiary or by which the Company or its Subsidiaries or any of their respective assets are bound (collectively, the "Material Agreements"): (i) Schedule 2.01(qany real estate leases; (ii) lists any other agreement for the following contracts and other agreements (“Material Agreements”) to which either provision of services by the Company or its Subsidiaries that have accounted for revenues of more than $10,000.00 per annum during any month since the Selling Shareholders are a party: Balance Sheet Date; (aiii) any agreement (creating, evidencing, securing, assuming, guaranteeing or group of related agreements) otherwise relating to any debt for which the lease of real Company or personal property, including capital leases, to its Subsidiaries is liable or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, imposed (or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which may impose) a security interest has been imposed Lien on any of its the assets, tangible or intangible; , of the Company or its Subsidiaries; (div) any profit sharingcapital or operating leases or conditional sales agreements relating to personal property of the Company or its Subsidiaries; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company or its Subsidiaries is entitled or obligated to acquire any assets from a third party with a fair market value in excess of $5,000; (vi) any insurance policies; (vii) any employment, stock optionconsulting, stock purchase, stock appreciation, deferred compensation, severancenoncompetition, or other material plan separation agreements or arrangement arrangements; (viii) any agreement with or for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former Stockholder, officer, director, shareholder director or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets employee of the Company, other than in or any Affiliate of the ordinary course of business; Company, or any person controlled by such individual or family member thereof; (iix) any outstanding agreements of guaranty, surety license to which the Company or indemnification, direct or indirect, by the Company; its Subsidiaries is a party; (jx) any royalty agreementsagreement in which the Company or its Subsidiaries has granted rights to license, licenses sublicense or other agreements copy, "most favored nation" pricing provisions or exclusive marketing or distribution rights relating to Intellectual Property any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement written arrangement establishing a partnership or joint venture; (xii) a list of all parties to any written arrangement concerning confidentiality, non-disclosure or noncompetition; (xiii) any written arrangement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company; and (xiv) any other agreement or arrangement pursuant to which the Company or its Subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $5,000.00 or entered into outside of the ordinary course of business. (iib) The Company has delivered to or made available to Pubco either an original or Buyer a true, correct and complete copy of each Material Agreement and a written summary of each oral Material Agreement. Except as set forth on Schedule 2.01(q), with With respect to each Material Agreement: (i) each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, binding and enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect with respect to the Company or its Subsidiaries and, to the Knowledge of the Company, the written arrangement is legal, valid, binding and is enforceable and in all material respectsfull force and effect with respect to each other party thereto (in each case except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally, and except that the availability of equitable remedies, including specific performance, is subject to bankruptcy the discretion of the court before which any proceeding therefore may be brought); (ii) each Material Agreement is expected to continue to be legal, valid, binding and enforceable and in full force and effect against the Company, and to the Knowledge of the Company against each other party thereto, immediately following the First Closing in accordance with the terms thereof (in each case except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally, and except that the availability of equitable remedies exceptionsremedies, including specific performance, is subject to the discretion of the court before which any proceeding therefore may be brought) as in effect prior to the First Closing; and (b)(Xiii) neither the Company nor its Subsidiaries is in breach or default, and, to the Selling Shareholders Knowledge of the Company, no other party thereto is in material breach or default thereofdefault, (Y) and no event has occurred which, which with notice or lapse of time, time would constitute a material breach or default of, or permit termination, modification, or acceleration underacceleration, under the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementwritten arrangement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 10,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements aMACEing Products on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco PGID either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (aA) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(XB)(1) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y2) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z3) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (cC) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (ia) Schedule 2.01(q) 3.13 lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate of the Company; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets Assets of the Company, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company. (iib) The Company has made available to Pubco Parent either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q)3.13 , with respect to each Material Agreement to which the Company or the Selling Shareholders are is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither (A) the Company nor the Selling Shareholders party thereto is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or and (Ziii) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 50,000; (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00050,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 50,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor any of the Selling Shareholders party thereto is in material breach or default thereof, and (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor any of the Selling Shareholders have has repudiated any material provision of the agreement.

Material Agreements. (ia) Schedule 2.01(q) lists Exhibit 5.12 contains a true and correct list, as of the date hereof, of all of the following written or unwritten contracts and other agreements (“Material Agreements”including all amendments thereto) to which either the any Company or Subsidiary is a party and which have not yet been completely fulfilled (the Selling Shareholders are a party: "MATERIAL AGREEMENTS"): (a1) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by mergeror sale of interests in other companies or businesses or business units providing, purchase in each case, for a consideration of stock $ 5,000,000 or assets more; agreements for the sale, lease, licence or otherwise) by the Company other disposal of any operating business or material assets or property, except for agreements in the capital stock ordinary course of business consistent with past practice; (2) joint venture, partnership and shareholder agreements relating to the conduct of a material part of a Division's business; (3) rental and lease agreements relating to real estate which, individually, provide for annual payments of $ 500,000 or more; (4) loan agreements (other than intercompany debt towards any company of the E.ON Group as referred to in Section 5.14), including loans granted by suppliers (other than extended payment arrangements); bonds, notes or any other person; (h) any agreements for the sale instruments of debt issued by any of the assets Companies or Subsidiaries; (5) all guarantees, comfort letters or other sureties issued by any of the CompanyCompanies or Subsidiaries for any debt, obligation or liability of any party, other than debt of another Company or a Subsidiary; (6) any agreement that limits the freedom of any Company or Subsidiary to compete in any line of business or with any third party, excluding (i), for the avoidance of doubt, territorial restrictions in supplier or reseller agreements which restrict the ability of the contracting Company or Subsidiary to distribute the product to which such agreements relate, (ii) agreements which impose restrictions exclusively upon the contracting Group Company (provided that such company is not material to a Division), but do not otherwise limit the Division's freedom to operate in the relevant line of business or to compete with the relevant third party or (iii) agreements which may be terminated by the relevant Company or Subsidiary within three months after the Closing Date without any penalty, cost or expense (other than any compensation claims of resellers 56 56 under mandatory law) and which are not material to the business of a Division; (7) frame or master agreements in respect of the top 10 suppliers of each Division (other than Atlas Europe Division and Atlas US Division) (based on the aggregate sales in 1999); (8) agreements with E.ON AG or any other company of the E.ON Group other than trading or supply agreements with respect to goods or utilities made in the ordinary course of the relevant Group Company's business on arm's length terms; (9) agreements or commitments not made in the ordinary course of business; ; (i10) consultancy agreements with expected annual fees or with an agreed flat or minimum fee in excess of $ 250,000 or which are likely to result in annual fees in excess of such amount; (11) long-term agreements (Dauerschuldverhaltnisse) that cannot be terminated by any Company or Subsidiary with less than 6 months notice as from the Closing Date without any liabilities in excess of $ 500,000 (per agreement), excluding, however, any type of agreements referred to in paragraphs (1) to (5), (7), (8) and (10) of this Section 5.12 (a) and customer agreements; (12) any outstanding currency or hedging agreements which cannot be terminated without liability to any Division of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which $ 100,000 in the consequences aggregate in respect of a default or termination could reasonably be expected to have a material adverse effect on the Companyall such agreements. (iib) The Company has made available to Pubco either an original or a correct Except as otherwise indicated in Exhibit 5.12, true and complete copy copies of each all written Material AgreementAgreements have been disclosed to Purchasers prior to the execution of this Agreement and true and not misleading summaries of the principal terms of any non-written Material Agreements are contained in Exhibit 5.12. Except as set forth on Schedule 2.01(q)To the Sellers' knowledge, with respect to unless otherwise disclosed in Exhibit 5.12, each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company Companies or Subsidiaries nor the Selling Shareholders any third party thereto is are in material breach default or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach under any such agreement. Except as provided in any written agreement 57 57 disclosed to the Purchasers in accordance with this Section 5.12 (b) or default ofas disclosed in Exhibit 5.12, no third party is entitled to terminate or permit termination, modification, or acceleration under, materially amend any Material Agreement (other than the Material Agreement; or Agreements referred to in subsection (Za) (8) above, which shall be terminated in accordance with, and except to the Company has not received any notice or has any knowledge that any other party isextent specified in, in default in any respect under any Material Agreement; and (cSection 2.5) neither the Company nor the Selling Shareholders have repudiated any material provision as a result of the agreementtransactions contemplated by this Agreement. The agreements referred to in subsection (a) (8) above were made in the ordinary course of business on arm's length terms.

Material Agreements. (ia) Schedule 2.01(q) lists Section 2.12 of the Company Disclosure Letter sets forth a true, correct and complete list of the following contracts and other agreements (whether written or oral and including all amendments thereto) to which the Company or its Subsidiaries is a party or a beneficiary or by which the Company or its Subsidiaries or any of their respective assets are bound (collectively, the “Material Agreements”): (i) to which either any real estate leases; (ii) any other agreement for the provision of services by the Company or its Subsidiaries that have accounted for revenues of more than $1,000 per month during any month since the Selling Shareholders are a party: Balance Sheet Date; (aiii) any agreement (creating, evidencing, securing, assuming, guaranteeing or group of related agreements) otherwise relating to any debt for which the lease of real Company or personal property, including capital leases, to its Subsidiaries is liable or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, imposed (or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which may impose) a security interest has been imposed Lien on any of its the assets, tangible or intangible; , of the Company or its Subsidiaries; (div) any profit sharingcapital or operating leases or conditional sales agreements relating to personal property of the Company or its Subsidiaries; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company or its Subsidiaries is entitled or obligated to acquire any assets from a third party with a fair market value in excess of $1,000; (vi) any insurance policies; (vii) any employment, stock optionconsulting, stock purchase, stock appreciation, deferred compensation, severancenoncompetition, or other material plan separation agreements or arrangement arrangements; (viii) any agreement with or for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former Company Unitholders, officer, director, shareholder director or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets employee of the Company, other than in or any Affiliate of the ordinary course of business; Company, or any Person controlled by such individual or family member thereof; (iix) any outstanding agreements of guaranty, surety license to which the Company or indemnification, direct or indirect, by the Company; its Subsidiaries is a party; (jx) any royalty agreementsagreement in which the Company or its Subsidiaries has granted rights to license, licenses sublicense or other agreements copy, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to Intellectual Property any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement written arrangement establishing a partnership or joint venture; (xii) a list of all parties to any written arrangement concerning confidentiality, non-disclosure or noncompetition; (xiii) any written arrangement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company.; and (iixiv) The Company has made available to Pubco either an original any other agreement or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement arrangement pursuant to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation its Subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $500 per month or entered into outside of the Company or any ordinary course of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementbusiness.

Material Agreements. (a) Except as set forth on Section 4.18, or in the case of items (ii) or (ix) below, Section 4.15 (a), (c), (f) and (g) of the Seller Disclosure Schedule, neither the Seller nor any of its subsidiaries is a party to or is bound by: (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnershiplegally binding arrangement or commitment, strategic alliancesin each case whether written or oral (for purposes of this Section 4.18, profit sharing an "Agreement"), that is --------- material to the financial condition, results of operations or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any business of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officerSeller, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than except those entered into in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company.; (ii) any Agreement relating to the employment, including without limitation, employment as a consultant, of any person, or the election or retention in office, or severance of any present or former director or officer of the Seller or any of its subsidiaries; (iii) any Agreement with any labor union (other than deposit and loan agreements); (iv) any Agreement by and among the Seller, any subsidiary of the Seller and/or any Affiliate thereof; (v) any Agreement that would be required to be filed as an Exhibit to a Form 10-K filed by the Seller as of the date hereof that has not been filed as an Exhibit to the Form 10-K filed by it for the fiscal year ended December 31, 2002; (vi) any Agreement which, upon and by reason of the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Seller or any of its subsidiaries to any officer or employee thereof; (vii) any Agreement which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) which is (A) not terminable on sixty (60) days or less notice and (B) involves the payment of more than $100,000 per annum; (viii) any Agreement which materially restricts or prohibits the alteration of the conduct of any line of business by the Seller or any of its subsidiaries, or which otherwise requires that a particular line of business be maintained that would materially adversely affect any business conducted by Parent or Buyer (or their Affiliates (other than the Seller and its Subsidiaries)); (ix) except for the Seller Stock Option Plans, any Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (x) any non-competition agreement or any other Agreement which purports to limit in any respect, the ability of the Seller or its businesses to solicit customers or the manner in which, or the localities in which, all or any substantial portion of the business of the Seller and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, the Buyer and its subsidiaries, is or would be conducted; (xi) any Agreement providing for the indemnification by the Seller or a subsidiary of the Seller of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Seller or its subsidiaries unless such Agreement is terminable upon 60 days or less notice or involves payment of less than $50,000 per annum and $300,000 in the aggregate; (xii) any Agreement that grants any right of first refusal or right of first offer or similar right or that limits (or purports to limit) the ability of the Seller or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business; (xiii) any Agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Seller or any of its subsidiaries; (xiv) any material Agreement pertaining to the use of or granting any right to use or practice any rights under any Seller Intellectual Property Assets, whether the Seller or any of its subsidiaries is the licensee or licensor thereunder; or (xv) any investment management or investment advisory or sub-advisory or any other contract for the provision of financial planning, brokerage (including, without limitation, insurance brokerage) or similar services not terminable on sixty (60) days or less notice. Each Agreement described in this Section 4.18, whether or not set forth on Section 4.18 of the Seller Disclosure Schedule, is referred to herein as a "Seller Contract." The Company Seller has previously delivered to the Buyer true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Seller or any of its subsidiaries is a party, and has made available to Pubco either an original or a correct the Buyer true and complete copy copies of each written Material Agreementall other Seller Contracts. Except as set forth on Section 4.18 of the Seller Disclosure Schedule, there are no provisions in any Seller Contract that provide any restrictions on, or that require that any financial payment (other than payment of any outstanding principal and accrued interest) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term. (b) Each Seller Contract listed on such Seller Disclosure Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, validvalid and binding upon the Seller or Seller subsidiary, bindingas the case may be, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect effect. The Seller and each Seller subsidiary has in all material respectsrespects performed all obligations required to be performed by it to date under each such Seller Contract. Except as set forth on Section 4.18(b) of the Seller Disclosure Schedule, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred whichor condition exists which constitutes or, with after notice or lapse of timetime or both, would constitute constitute, a material breach default on the part of the Seller or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect Seller subsidiary under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementsuch Seller Contract.

Material Agreements. (i) Schedule 2.01(q) lists The Company has delivered to Chuma a complete list of the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders Stockholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 service agreements (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (fd) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (ge) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hf) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jg) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kh) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco Chuma either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Each Material Agreement to which the Company or the Selling Shareholders Stockholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Stockholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders Stockholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders Stockholders have repudiated any material provision of the agreement.

Material Agreements. (a) Section 3.12(a) of the Seller Disclosure Letter lists, as of the date of this Agreement, each written contract or agreement related to the Acquired Entities and to which any Acquired Entity is a party (each such written contract or agreement, a “Material Agreement”): (i) Schedule 2.01(q) lists that is a master purchase agreement with the following contracts and other agreements 10 largest suppliers of goods received (each, a “Material AgreementsSupplier”) to by the Acquired Business as measured by the dollar amount of purchases therefrom during the nine months ended September 30, 2017; (ii) that is an agreement with a Material Supplier (other than purchase orders or master purchase agreements); (iii) that is a Contract with the five largest customers (which either shall include any agent or distributor) of the Company or Acquired Business, in each case as measured by the Selling Shareholders are a party: (a) any agreement (or group dollar amount of related agreements) purchases thereby, for the lease of real or personal propertynine months ended September 30, including capital leases, 2017; (iv) relating to or from any person providing for annual lease payments equipment leases obligating any Acquired Entity to pay an amount in excess of $25,000 50,000 during any calendar year in the aggregate; (bv) that materially restricts (or purports to materially restrict) the ability of any licensing agreementAcquired Entity from engaging in business in any geographic area or competing with any Person; (vi) relating to the joint development of technology with any Person; (vii) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or to any agreement forming a partnership, strategic alliances, profit sharing partnership or joint venture; ; (cviii) for the sale of any agreement asset or the grant of any preferential rights to purchase any asset in excess of $100,000, in each case other than inventory sales or otherwise entered into in the Ordinary Course of Business; (ix) relating to any real property; (x) without duplication, that is any indenture, credit agreement, letter of credit, loan agreement, security agreement, guarantee, note, mortgage or group other evidence of related agreements) Indebtedness under which it any Acquired Entity has created, incurred, assumedassumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, or guaranteed that is any indebtedness for borrowed money in excess letter of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement credit issued for the benefit of its current any Acquired Entity or former officers and managers the Acquired Business; (xi) relating to any outstanding written commitment to enter into any written contract or any agreement of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation type described in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; subsections (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; through (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Companyabove. (iib) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q)would not result in a Seller Material Adverse Effect, with respect to each such Material Agreement to which the Company or the Selling Shareholders Agreements are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in as of the date hereof and all material respectsparties thereto have, subject to bankruptcy the knowledge of the Seller, performed all obligations required to be performed by them as of the date of this Agreement and equitable remedies exceptions; (b)(X) neither the Company there is no default or dispute thereunder, nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no has any event has occurred which, with notice or lapse of timetime or both, would constitute a material breach default by any Acquired Entity under any such Material Agreement, result in a termination thereof or default of, would cause or permit termination, modification, the acceleration or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated changes to any material provision of the agreementright or obligation thereunder.

Material Agreements. (ia) Schedule 2.01(qSection 4.11(a) lists of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each of the following contracts and other written or oral contracts, agreements (“Material Agreements”) or legally binding arrangements related to which either the Company or its Subsidiaries or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreementAcquired Business, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are any of its Subsidiaries is a party thereto: (aeach such contract, agreement or arrangement, whether or not actually identified on Section 4.11(a) of the Seller Disclosure Letter, a “Material Agreement”): (i) that is a master purchase or similar agreement with any of the 20 largest suppliers of goods and services to (the “Material Suppliers”) the agreement Acquired Business as measured by the dollar amount of purchases therefrom during the fiscal year ended December 31, 2016; (ii) that is with a Material Supplier; (iii) relating to any equipment or personal property leases obligating the legal, valid, binding, enforceable obligation Company or its Subsidiaries to pay an amount in excess of $100,000 during any calendar year in the aggregate; (iv) that restricts (or purports to restrict) the ability of the Company or any of its Subsidiaries from engaging in any business in any geographic area or competing with any Person; (v) that restricts the Selling Shareholders ability of the Company or any of its Subsidiaries from soliciting for employment or hiring any employee; (vi) that is a license agreement pursuant to which the Seller or any of its Affiliates (x) has acquired the right to use any material Intellectual Property necessary for the conduct of the Acquired Business, other than software that is generally commercially available, or (y) has granted to any third party any license to use any material Intellectual Property of the Acquired Business that is owned by the Seller or any of its Affiliates (including the Company and its Subsidiaries); (vii) relating to the incurrence, assumption or guarantee of Indebtedness; (viii) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or to any partnership or joint venture for an amount in excess of $100,000; (ix) for the sale of any asset for an amount in excess of $100,000, other than inventory sales or sales otherwise entered into in the Ordinary Course of Business; (x) containing a grant of any preferential rights, right of first refusal, right of first offer or similar right; (xi) relating to real property obligating the Company or its Subsidiaries to pay an amount in excess of $100,000 during any calendar year in the aggregate; (xii) relating to any commitment or payments pursuant to commitments by the Company and its Subsidiaries in excess of $250,000 in the aggregate; (xiii) that is a warranty, guaranty, indemnity or other similar undertaking with respect to a contractual or other performance extended by the Company or any of its Subsidiaries that would reasonably be expected to result in liability in excess of $100,000, excluding indemnification provided by the Company or any of its Subsidiaries to customers or suppliers in the Ordinary Course of Business; (xiv) providing for severance, retention, change in control or other similar payments for which Buyer, the Company or any Subsidiary would have liability prior to, at or following the Closing; (xv) to which any Governmental Authority is party, including any settlement, conciliation or similar arrangements, obligating the Company or its Subsidiaries to pay an amount in excess of $50,000 during any calendar year in the aggregate; and (xvi) relating to any outstanding written commitment to enter into any written contract or agreement of the type described in subsections (i) through (xv) above. (b) The Seller has delivered or made available to the Buyer a true and complete copy of each Material Agreement (as amended to date) and a written summary setting forth the material terms and conditions of each oral Material Agreement. (c) All of the Material Agreements are in full force and effect in as of the date of this Agreement, the Company and its Subsidiaries (as applicable) have performed all material respectsobligations required to be performed by them under the Material Agreements, subject and all third parties to bankruptcy and equitable remedies exceptions; (b)(X) neither the Material Agreements have, to the knowledge of the Seller, performed all material obligations required to be performed by them. None of the Company nor the Selling Shareholders party thereto and its Subsidiaries is in material breach default under or default thereofin any dispute with respect to any Material Agreement, (Y) no nor has any event has occurred which, with notice or lapse of timetime or both, would constitute a default by the Company or any of its Subsidiaries under any such Material Agreement, except in each case as would not be material breach or default ofto the Company and its Subsidiaries taken as a whole. To the knowledge of the Seller, or permit termination, modification, or acceleration under, none of the third parties to the Material Agreements are in default under or in any dispute with respect to any Material Contract, nor has any event occurred which, with notice or lapse of time or both, would constitute a default by any such third parties under any such Material Agreement; . (d) No party to any Material Agreement (including the Material Suppliers) has notified the Seller or any of its Affiliates (Z) including the Company has not received any notice and its Subsidiaries) in writing that it intends to terminate, modify, accelerate or has any knowledge that any other party is, in default in any respect under cancel any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision , or of the agreementbankruptcy or liquidation of any such party.

Material Agreements. (ia) Schedule 2.01(q) 4.10 lists the following contracts and other agreements (“Operating Subsidiary Material Agreements”) to which either the Company or the Selling Shareholders are Operating Subsidiary is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 150,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000125,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the CompanyOperating Subsidiary’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 125,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate Affiliate of the CompanyOperating Subsidiary; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company Operating Subsidiary of any operating business or material assets or the capital stock of any other personPerson; (hviii) any agreements for the sale of any of the assets Assets of the CompanyOperating Subsidiary, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the CompanyOperating Subsidiary; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000100,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyOperating Subsidiary; (xii) any agreement that would restrict the ability of the Operating Subsidiary or any of its Affiliates (including any agreement that would restrict the ability of Parent or any of its Affiliates) to conduct or compete with any line of business or operations or beneficially own any assets, properties or rights, anywhere at any time and any outstanding offer, commitment or obligation to enter into any contract or arrangement of the nature described in subsections (i) through (xii) of this subsection 4.10(a). (iib) The Company has made Operating Subsidiary will make available to Pubco either an original or Parent a correct and complete copy of each written Operating Subsidiary Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Each Material Agreement to which the Company or the Selling Shareholders are Operating Subsidiary is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Operating Subsidiary and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither (A) the Company nor the Selling Shareholders party thereto Operating Subsidiary is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Operating Subsidiary Material Agreement; or (Ziii) the Company Operating Subsidiary has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.; and (iv) each other party to each such material contract has consented or been given notice (or prior to the Closing shall have consented or been given notice), where such consent or the giving of such notice is necessary in order for such contract to remain in full force and effect following the consummation of the transactions contemplated by this Agreement without modification in the rights or obligations of the Operating Subsidiary thereunder..

Material Agreements. (a) Except for (i) Schedule 2.01(qthe agreements listed in EXHIBIT 5.10(A) lists (the following contracts "MATERIAL AGREEMENTS") and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (aii) any agreement (or group agreements required to be disclosed pursuant to any other provision of related agreements) for the lease of real or personal propertythis Agreement, including capital leases, no Company is a party to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; following written agreements, provided that any primary contractual obligation (ePRIMARE HAUPTLEISTUNGSPFLICHT) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that canthereunder has not be cancelled without more than 30 days’ notice; yet been fulfilled: (f1) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition or sale of interests in other companies, businesses or real estate providing, in each case, for a consideration of EUR 250,000.00 or more; (2) joint venture, partnership or shareholder agreements relating to the conduct of a material part of the business of the Hunnebeck Group; (3) rental and lease agreements relating to real estate which, individually, provide for annual payments of EUR 250,000.00 or more; (4) loan agreements (other than relating to any intercompany debt towards any Company or member of the Seller's Group), bonds, notes or any other instruments of debt issued by mergerany Company and involving, purchase individually, an indebtedness of stock or assets or otherwise) by the Company of any operating business EUR 250,000.00 or material assets or the capital stock of any other person; more; (h5) any agreements for the sale of guarantees, indemnities and suretyships issued by any of the assets Companies for any debt of any third party (other than any other Company) for an amount of EUR 250,000.00 or more per item; (6) any agreement (excluding customary territorial restrictions in supplier or reseller agreements) that materially limits the freedom of the CompanyHunnebeck Group (taken as a whole) to compete in any line of business or with any third party; (7) master agreements with the five major suppliers (based on the aggregate purchases in the first ten months of the financial year ending 30 September 2005); (8) material agreements with Seller or any other member of the Seller's Group, other than in connection with commercial transactions made in the ordinary course of business; the Companies' businesses; (i9) any outstanding agreements or commitments not made in the ordinary course of guarantybusiness which have, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could would reasonably be expected to have have, a material adverse effect Material Adverse Effect; (10) agency or distribution agreements corresponding to a yearly turnover by any Company of more than EUR 250,000 (based on the Companyfinancial year ending 30 September 2004); and (11) agreements individually providing for annual payment obligations of more than EUR 250,000. (b) To Seller's Knowledge, unless otherwise disclosed in EXHIBIT 5.10(B), (i) no written notice of termination has been given with respect to any Material Agreement nor has any third party to a Material Agreement stated its intention to do so and (ii) The neither any Company has made available nor any third party to Pubco either an original any Material Agreement is in material default or a correct and complete copy of each written material breach under any Material Agreement. Except as set forth on Schedule 2.01(q)Neither the execution nor the delivery nor the performance of this Agreement and the transactions contemplated hereby will conflict with, with respect to each Material Agreement to which result in the Company breach of, constitute a material default under, or result in the termination, cancellation or acceleration (whether after giving of notice or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a or both ) of any material breach right or default ofobligation of any of the Material Agreements, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the cause a loss of any material benefit to which any Company has not received any notice or has any knowledge that any other party is, in default in any respect is entitled under any and all Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementAgreements.

Material Agreements. (ia) Schedule 2.01(q) lists Holdings has provided to Company all contracts or agreements to which Holdings or any Subsidiary is a party (the following contracts and other agreements (“Holdings Material Agreements”) to which either the Company or the Selling Shareholders are a party), including: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder Member, members, manager or affiliate of the Companyaffiliate; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets of the Companyassets, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect. (iib) The Company Holdings has made available to Pubco Company either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with With respect to each Material Agreement to which the Company Holdings or the Selling Shareholders are any Subsidiary is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither the Company nor the Selling Shareholders party thereto (A) is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated any no material provision of the agreementagreement has been repudiated.

Material Agreements. (ia) Schedule 2.01(q) 3.15 lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are Seller is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 10,000 (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the CompanySeller’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (fvi) any agreement with any current or former officer, director, shareholder stockholder or affiliate Affiliate of the CompanySeller; (gvii) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company Seller of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets of the CompanySeller, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the CompanySeller; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); (xi) any agreements involving any obligation on the part of the Seller to refrain from competing with any Person, from soliciting any employees, independent contractors or customers of any Person or from conducting any other lawful commercial activity (including in any geographic region) or any such agreement for the Seller’s benefit from any other Person; and (kxii) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanySeller. (iib) The Company Seller has made available to Pubco the Purchaser either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), 3.15 with respect to each Material Agreement to which the Company or the Selling Shareholders are Seller is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Seller, as applicable, and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii)(A) neither the Company nor the Selling Shareholders party thereto Seller is not in material breach or default thereof, (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (ZC) the Company Seller has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have Seller has not repudiated any material provision of the agreement.

Material Agreements. (a) SECTION 3.20 OF THE DISCLOSURE SCHEDULE lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company is a party or a beneficiary or by which the Company or any of its assets is bound and that is material to the Company (collectively, the "Material Agreements"), including without limitation (i) Schedule 2.01(qany real estate leases; (ii) lists any contracts for the following contracts and other agreements provision of goods or services by the Company; (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (aiii) any agreement evidencing, securing or otherwise relating to any indebtedness for which the Company is liable; (iv) any capital or group of related agreements) for the lease of real or personal property, including capital operating leases, value-added reseller, reseller, or conditional sales agreements relating to vehicles, equipment or other assets of the Company; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company is entitled or obligated to acquire any assets from a third party; (vi) any person providing for annual lease insurance policies; (vii) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (viii) any agreement with any shareholder of the Company (including the Stockholders), director, officer or employee of the Company, or any Affiliate or family member thereof; (ix) any joint marketing or similar agreement or arrangement; and (x) any other agreement or arrangement pursuant to which, based on historical or projected volume, the Company could be required to make, or be entitled to receive, aggregate payments in excess of $25,000 (b) 10,000 during any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any calendar year. Each of the Company’s employees; (e) any employment 's agreements are subject to the laws, rules or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements regulations relating to the acquisition (by mergerSmall Business Administration, purchase of stock Minority Business Enterprises or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyWomen Owned Business Enterprises. (iib) The Company has made available performed all material obligations required to Pubco either an original be performed by it in connection with the agreements and arrangements required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE and is not in receipt of any claim of default under any agreement or a correct and complete copy of each written Material Agreement. Except as set forth on arrangement required to be disclosed in such Schedule 2.01(q), with respect to each Material Agreement to which by this SECTION 3.20; the Company has no present expectation or the Selling Shareholders are a party thereto: (a) the intention of not fully performing any material obligation pursuant to any agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders arrangement required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE; and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or Stockholders has any knowledge that of any breach or anticipated breach by any other party is, to any agreement or arrangement required to be disclosed in default in any respect under any Material Agreement; and SECTION 3.20 OF THE DISCLOSURE SCHEDULE. (c) neither The Company has delivered to Precept and Merger Sub a copy of the agreements and arrangements (including all amendments and modifications thereto) required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE and its standard form of customer agreement, all training manuals and a description (with any written or other instructional materials) of how the Company nor the Selling Shareholders have repudiated any material provision of the agreementoperates its business, undertakes projects for customers or trains its employees.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any Schedule 3.19(a) lists each agreement and arrangement to which (or group of related agreementsx) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for is a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original party or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to beneficiary or by which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Assets is bound and (y) that is material to the Company or the Assets, whether written or oral (collectively, the "Material Agreements"), including without limitation (i) any supply, distribution or other agreements or arrangements pursuant to which third parties are or will be entitled or obligated to purchase or use any of the Assets with an aggregate purchase price in excess of $25,000; (ii) any warranty agreements or arrangements under which the Company has any Liability in excess of $25,000; (iii) any leases with a term of one year or more or pursuant to which the Company is entitled to or obligated to pay in excess of $25,000; (iv) any capital or operating leases or conditional sales agreements relating to vehicles or equipment; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company is entitled or obligated to acquire any assets from a third party with an aggregate purchase price in excess of $25,000; (vi) insurance policies; (vii) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (viii) any agreement evidencing, securing or otherwise relating to any indebtedness in excess of $25,000 for which the Company has any Liability, (ix) any agreement with or for the benefit of any member, manager, officer or employee of the Company, or any affiliate or family member thereof; and (x) any other agreement or arrangement pursuant to which the Company could be required to make or be entitled to receive aggregate payments in excess of $25,000. (b) The Company has performed all of its obligations under each Material Agreement, and to the knowledge of the Company and the Owners, there exists no breach or default (or event that with notice or lapse of time would constitute a breach or default) under any Material Agreement. (c) Each Material Agreement is valid, binding and in full force and effect and enforceable in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach accordance with its respective terms. There has been no termination or threatened termination or notice of default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; . The Company has delivered to Buyer a copy of each written Material Agreement and a written summary of all material terms of each oral Material Agreement. (cd) neither Except as set forth in Schedule 3.19(d), no consent of any Person is required in connection with the transactions contemplated by this Agreement in order to preserve the rights of the Company nor and Buyer under or to prevent any disadvantage to the Selling Shareholders have repudiated Company or Buyer in respect of any material provision of Material Agreement. All consents set forth on Schedule 3.19(d) will be obtained prior to the agreementClosing Date.

Material Agreements. Schedule 2.1(o)(i) sets forth a true and complete list, and the Company has provided to the Purchaser complete copies (including all amendments and extensions thereof and all waivers thereunder) or, if oral, an accurate and complete description of, each of the following, whether written or oral, to which the Company is a party or is otherwise bound (each, a “Material Agreement”): (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related all loan agreements) for the lease of real or personal property, including indentures, mortgages, notes, installment obligations, capital leases, or other agreements or instruments relating to the borrowing of money (or from any person providing for annual lease payments guarantees thereof) in excess of $25,000 50,000 in the aggregate; (bii) any licensing agreementall continuing contracts or commitments for the future purchase, sale or any agreement forming a partnershipmanufacture of products, strategic alliancesmaterials, profit sharing supplies, equipment or joint venture; (c) any agreement (services requiring payment to or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money from the Company in an amount in excess of $25,00050,000 per annum which are not terminable on 30 days’ or less notice without cost or other liability at or any time after the Closing Date, or in which the Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive rights relating to any product or service; (iii) all contracts with any Governmental Authority; (iv) all leases, subleases, licenses or any other agreements or arrangements under which a security interest the Company has been imposed on the right or license to use any of its assets, personal property (whether tangible or intangible; ) or Proprietary Right owned or licensed by another Person; (dv) all licenses, agreements or arrangements under which any profit sharingother Person has the right or license to use any real property or personal property (whether tangible or intangible) or Proprietary Right, stock optionowned, stock purchaseleased or licensed by the Company; (vi) all contracts or understandings which by their terms restrict the ability of the Company to conduct its business or to otherwise compete, stock appreciationincluding as to manner or place; (vii) all joint venture or similar agreements or understandings; (viii) all leases and other agreements pertaining to the Real Property; (ix) all collective bargaining, deferred compensationemployment, severance, consulting, nondisclosure or other material plan confidentiality agreements, and agreements requiring a charge of control or arrangement for the benefit of its current or former officers and managers parachute payments, or any other type of the Company’s employees; (e) any employment contract or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement understanding with any current or former officer, directoremployee or consultant, shareholder or affiliate of the Company; (g) any agreements relating other than pursuant to the acquisition (by mergerEmployee Benefit Plans, purchase of stock or assets or otherwise) which is not immediately terminable by the Company of any operating business without cost or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of liability to the Company; (x) all agreements with sales agents or representatives, wholesalers, distributors and dealers; (xi) all agreements concerning any Hazardous Materials; and (xii) all other than contracts, without regard to monetary amount, which were not entered into in the ordinary course of business; business consistent with past practice or which are material to the conduct of the Company’s business and not listed above. Except as disclosed on Schedule 2.1(o)(ii), the Company is not, and to the Knowledge of the Company, any other party thereto is not, in default under any Material Agreement and no event has occurred or is reasonably expected to occur which (after notice or lapse of time or both) would become a breach or default under, or would otherwise permit modification, cancellation, acceleration or termination of, any Material Agreement or would result in the creation of or right to obtain any Lien upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Company. Except as disclosed on Schedule 2.1(o)(iii), (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respectsand is a valid and binding obligation of the Company, subject and, to bankruptcy and equitable remedies exceptionsthe Knowledge of the Company, the other parties thereto; (b)(Xii) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) there are no event has occurred which, unresolved disputes with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the respect to any Material Agreement; or and (Ziii) the Company has not received any notice or has any knowledge notification that any other party isto a Material Agreement intends either to modify, in default in any respect under any cancel or terminate such Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (iSchedule 4.10(h) of the Disclosure Schedule 2.01(q) lists the following contracts and other agreements to which PPC is a party which are or contain provisions relating to any of the following (hereinafter referred to individually as a “Material Agreement” and collectively as the “Material Agreements”) to which either the Company or the Selling Shareholders are a party: ): (a1) any agreement contracts which are leases of personal property to or from any Person involving the expenditure of more than $50,000 per year or which are not cancelable without material penalty, cost or expense upon advance notice of ninety (90) days or less; (2) any contract (or group of related agreementscontracts) for the lease purchase or sale of real products, or other personal property, including capital leasesor for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, reasonably expected to result in a loss to PPC, or from any person providing for annual lease payments involve consideration in excess of $25,000 50,000 per annum; (b3) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement contract (or group of related agreementscontracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of $25,000, 50,000 or under which a security interest it has been imposed Encumbrances on any of its assets, tangible or intangible; ; (d4) collective bargaining agreements or other contracts to or with any labor unions or other employee representatives, groups of employees, works councils or the like; (5) employment contracts or other contracts to or with individual current or prospective employees, consultants or agents (other than contracts with PPC’s attorneys, accountants or advertising agencies that are cancelable without material penalty, cost or expense upon advance notice of ninety (90) days or less); (6) any contract concerning a bonus, profit sharing, stock option, stock purchase, stock appreciationincentive, deferred compensation, severance, or change in control (exclusive of generally applicable severance policy) or other material plan or arrangement for the benefit of its current or former officers and managers or any of the CompanyPPC’s managers, directors, officers or employees; and (e7) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officercontracts to borrow funds, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements except for the sale of any of the assets of the Company, other than trade payables incurred in the ordinary course Ordinary Course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyBusiness. (ii) The Company 8) PPC has made available delivered to Pubco either an original or Buyer a correct and complete copy of each written Material Agreement. Except contract or other agreement (as set forth on amended to date) listed in Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation 4.10 of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementDisclosure Schedule.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”"MATERIAL AGREEMENTS") to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s 's employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ ' notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “"off-the-shelf” " commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (ia) Schedule 2.01(q) lists Section 2.12 of the Company Disclosure Letter sets forth a true, correct and complete list of the following contracts and other agreements (whether written or oral and including all amendments thereto) to which the Company or its Subsidiaries is a party or a beneficiary or by which the Company or its Subsidiaries or any of their respective assets are bound (collectively, the “Material Agreements”): (i) to which either any real estate leases; (ii) any other agreement for the provision of services by the Company or its Subsidiaries that have accounted for revenues of more than $1,000 per annum during any month since the Selling Shareholders are a party: Balance Sheet Date; (aiii) any agreement (creating, evidencing, securing, assuming, guaranteeing or group of related agreements) otherwise relating to any debt for which the lease of real Company or personal property, including capital leases, to its Subsidiaries is liable or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, imposed (or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which may impose) a security interest has been imposed Lien on any of its the assets, tangible or intangible; , of the Company or its Subsidiaries; (div) any profit sharingcapital or operating leases or conditional sales agreements relating to personal property of the Company or its Subsidiaries; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company or its Subsidiaries is entitled or obligated to acquire any assets from a third party with a fair market value in excess of $1,000; (vi) any insurance policies; (vii) any employment, stock optionconsulting, stock purchase, stock appreciation, deferred compensation, severancenoncompetition, or other material plan separation agreements or arrangement arrangements; (viii) any agreement with or for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former Selling Shareholders, officer, director, shareholder director or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets employee of the Company, other than in or any Affiliate of the ordinary course of business; Company, or any Person controlled by such individual or family member thereof; (iix) any outstanding agreements of guaranty, surety license to which the Company or indemnification, direct or indirect, by the Company; its Subsidiaries is a party; (jx) any royalty agreementsagreement in which the Company or its Subsidiaries has granted rights to license, licenses sublicense or other agreements copy, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to Intellectual Property any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement written arrangement establishing a partnership or joint venture; (xii) a list of all parties to any written arrangement concerning confidentiality, non-disclosure or noncompetition; (xiii) any written arrangement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company.; and (iixiv) The Company has made available to Pubco either an original any other agreement or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement arrangement pursuant to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation its Subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $1,000 or entered into outside of the Company or any ordinary course of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementbusiness.

Material Agreements. (i) Other than the Leases, Section 7.11 of the Disclosure Schedule 2.01(q) lists all of the following contracts types of contracts, agreements and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements documents relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement Business to which the Company or the Selling Shareholders are RNR is a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of or by which the Company or any of the Selling Shareholders Assets are bound as of the date hereof (the “Material Agreements”): (a) any agreement with any Affiliate of Resolute; (b) any agreement or contract for the sale, exchange, or other disposition of Hydrocarbons produced from or attributable to the Company’s interest in the Assets or for the purchase, sale, processing, transportation or other disposal of any Hydrocarbons, in each case that is not cancelable without penalty or other payment on not more than thirty (30) days prior written notice, other than terms of operating agreements or gas balancing agreements which permit an operator or other co-owner to take or market production of a non-taking co-owner; (c) any agreement to sell, lease, farmout, or otherwise dispose of any interest in any of the Assets after the date hereof, other than non-consent penalties for nonparticipation in operations under operating agreements, conventional rights of reassignment arising in connection with the Company’s surrender or release of any of the Assets; (d) any tax partnership agreement affecting any of the Assets; (e) any agreement that creates any area of mutual interest or similar provision with respect to the acquisition by the Company or its assigns of any interest in any Hydrocarbons, land or asset or contains any restrictions on the ability of the Company or its assigns to compete with any other Person; (f) any agreement that can reasonably be expected to result in aggregate payments by, or revenues to, the Company of more than $250,000 during the current or any subsequent fiscal year or $250,000 in the aggregate over the term of such agreement; (g) any agreement with respect to any swap, forward, future or derivative transaction or option or other similar hedge agreement; (h) any agreement for Indebtedness; (i) any drilling contract, joint operating agreement, exploration agreement, development agreement, participation agreement or similar agreement; (j) any agreement with the Navajo Tribe or the Navajo Nation Oil & Gas Company affecting the Assets or Sellers interest therein; (k) any agreement that is a seismic or other geophysical acquisition agreement or license; and (l) any agreement that contains any rights allowing a third party to participate in any sales or purchases of any of the Assets that are triggered by or applicable to the transactions contemplated by this Agreement. Neither the Company nor RNR is (and is to Sellers’ Knowledge, no other Person is) in default (or with the giving of notice or the lapse of time or both, would not be in default) under any Material Agreement. Prior to execution of this Agreement, Sellers shall have provided Buyer or made available to Buyer, true, correct and complete copies of the Material Agreements. The Material Agreements are in full force and effect in all material respectsaccordance with their terms, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither constitute the valid and binding obligation of the Company nor the Selling Shareholders party thereto is in material breach or default thereofRNR, (Y) no event has occurred whichas applicable, with notice or lapse and to Sellers’ Knowledge, of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision each of the agreementother parties thereto, and enforceable in accordance with its terms.

Material Agreements. (ia) Schedule 2.01(q) 3.13 lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate of the Company; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets Assets of the Company, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyCompany including any customer agreements. (iib) The Company has made available to Pubco Buyer either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with With respect to each Material Agreement to which the Company or the Selling Shareholders are is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither (A) the Company nor the Selling Shareholders party thereto is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or and (Ziii) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (a) Schedule 3.10 lists each agreement, arrangement and understanding, whether written or oral and including all amendments thereto, to which Company is a party or by which Company or any of its assets is bound that is material to Company, its assets or its operations (collectively, the "Material Agreements"), including without limitation (i) Schedule 2.01(q) lists the following contracts and any product development, manufacturing, supply, distribution or other agreements (“Material Agreements”) or arrangements pursuant to which either the third parties are or will be entitled or obligated to purchase or use any of Company's assets with an aggregate purchase price in excess of $25,000; (ii) any warranty agreements or arrangements under which Company has any liability in excess of $25,000; (iii) any leases with a term of one year or the Selling Shareholders more or pursuant to which Company is entitled to or obligated to pay in excess of $25,000; (iv) any capital or operating leases or conditional sales agreements relating to vehicles or equipment pursuant to which Company is entitled or obligated to pay in excess of $25,000; (v) any supply or manufacturing agreements or arrangements pursuant to which Company is entitled or obligated to acquire any assets from a third party with an aggregate purchase price in excess of $25,000; (vi) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements that are not otherwise set forth on Schedule 3.21; (vii) any noncompetition, confidentiality or nondisclosure agreements to which Company is a party: party or a beneficiary; (aviii) any agreement evidencing, securing or otherwise relating to any indebtedness in excess of $25,000 for which Company has any liability; (ix) any agreement with or group of related agreements) for the lease benefit of real any member, manager, officer or personal propertyemployee of Company, including capital leases, or any affiliate or family member thereof; and (x) any other agreement or arrangement pursuant to which Company could be required to make or from any person providing for annual lease be entitled to receive aggregate payments in excess of $25,000 and which is not cancelable without penalty upon 30 days' notice. (b) any licensing agreementCompany has performed all of its obligations under each Material Agreement, and to the knowledge of Company and the Shareholders, there exists no breach or default (or event that with notice or lapse of time would constitute a breach or default) on the part of Company or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; other party under any Material Agreement. (c) any agreement (or group of related agreements) under which it has createdExcept as described on Schedule 3.10, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders binding and is in full force and effect and enforceable in all material respects, subject to bankruptcy and equitable remedies exceptionsaccordance with its respective terms; (b)(Xii) neither there has been no termination (whether for default or otherwise), investigation, notice of default or, to the knowledge of Company nor or the Selling Shareholders party thereto is in material breach Shareholders, any threatened termination or default thereof, (Y) no event has occurred which, with notice investigation or lapse of time, would constitute a material breach basis for any termination or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect investigation under any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated no party (including Company) has terminated, cancelled or waived any material provision term or condition of any Material Agreement; and (iv) no Material Agreements will be terminated or will expire according to their terms at or prior to the Closing. Company has delivered to Parent a copy of each written Material Agreement and a written summary of all material terms of any oral Material Agreement. (d) Except as set forth on Schedule 3.10, no consent of any person is required in connection with the transactions contemplated by this Agreement in order to preserve the rights of the agreementSurviving Corporation under or to prevent any disadvantage to the Surviving Corporation in respect of any Material Agreement. To the knowledge of Company and the Shareholders, no party to a Material Agreement intends to alter its relationship with Company as a result of or in connection with the transactions contemplated by this Agreement or the Related Agreements or has been threatened with bankruptcy or insolvency.

Material Agreements. (ia) Schedule 2.01(q) 3.14 lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 150,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000125,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 125,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate Affiliate of the Company; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other personPerson; (hviii) any agreements for the sale of any of the assets Assets of the Company, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000100,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company; (xii) any agreement that would restrict the ability of the Company or any of its Affiliates (including any agreement that would restrict the ability of Parent or any of its Affiliates) to conduct or compete with any line of business or operations or beneficially own any assets, properties or rights, anywhere at any time and any outstanding offer, commitment or obligation to enter into any contract or arrangement of the nature described in subsections (i) through (xii) of this subsection 3.14(a). (iib) The Company has made will make available to Pubco either an original or Parent a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Each Material Agreement to which the Company or the Selling Shareholders are is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither (A) the Company nor the Selling Shareholders party thereto is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Ziii) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.; and (iv) each other party to each such Material Agreement has consented or been given notice (or prior to the Closing shall have consented or been given notice), where such consent or the giving of such notice is necessary in order for such contract to remain in full force and effect following the consummation of the transactions contemplated by this Agreement without modification in the rights or obligations of the Company thereunder..

Material Agreements. (i) Schedule 2.01(q4.2(p)(i) lists the following contracts and other agreements written Contracts related to the Company Business (the “Material Agreements”) to which either Seller or any current or former Affiliates or employees of Seller, is a party or to which any Seller Party is party and which relates to the Company or the Selling Shareholders are a party: Business: (ai) any agreement Contract for the provision to any Client of Company Business; (ii) any Contract which provides for the sharing of commissions, including, without limitation, with any third-party or any Affiliate, or which requires Seller or Owner (in connection with Company Business) to guarantee any amount or make a minimum payment; (iii) any Contract (or group of related agreements) for with any insurance carrier, broker or agency relating to the lease provision of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 Company Business; (biv) any licensing agreement, Contract involving the acquisition or transfer of material assets relating to Company Business for five (5) years prior to the date hereof or pursuant to which any agreement forming a partnership, strategic alliances, profit sharing or joint venture; party thereto has any remaining material obligations; (cv) any agreement Contract (or group of related agreementsContracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; Indebtedness; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (evi) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; consulting Contract; (fvii) any agreement with any current Contract forming a partnership or former officer, director, shareholder or affiliate of the Company; joint venture; (gviii) any agreements relating Contract which requires any Seller Party, or any employee of Seller Party, to maintain the acquisition confidentiality of Confidential Information, or to refrain from (by merger1) competing with a Person other than Seller, (2) offering any products, product lines, lines of business or services, (3) operating in any jurisdiction, (4) operating in any manner, (5) soliciting or accepting business from the clients, customers, vendors or suppliers or other business relationships of a Person other than Seller, or (6) soliciting or hiring employees of a Person other than Seller; (ix) any Contract containing (1) a right of first refusal or right of first offer, right of first negotiation, most favored nation or similar right in favor of a Person other than Seller or (2) an exclusivity requirement or similar provision binding on Seller or the Company Business; (x) other than purchase orders issued in the Ordinary Course of Business, any Contract for the purchase of stock services, equipment or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; assets; (hxi) any agreements Contract with a Governmental Entity; (xii) any partnership, joint venture or other similar Contract; (xiii) each Lease; (xiv) any license for the sale of any of the assets of the Company, Seller Intellectual Property or Seller’s Software other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” for commercially available software used pursuant to shrink-wrap that are generally available on nondiscriminatory pricing terms which have an aggregate annual cost of $15,000 or click-through license agreements on reasonable terms for a license fee of no more than $10,000)less; and and (kxv) any other agreement under which is material to the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyCompany Business. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(XA) neither the Company nor applicable Seller Party nor, to the Selling Shareholders Knowledge of the Seller Parties, any other party thereto is in material breach or default thereof, and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z4) neither the Company has not received any notice or has any knowledge that applicable Seller Party nor, to the Knowledge of the Seller Parties, any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have thereto has repudiated any material provision of the agreement; (5) neither the applicable Seller Party nor any other party thereto has exercised or given written, or to Knowledge of the Seller Parties, oral notice of an intention to exercise any termination rights with respect thereto, and no party has given any written or, to the Knowledge of the Seller Parties, oral notice of any material dispute with respect to any Material Agreement; and (6) except as set forth in Schedule 4.2(p)(ii), the Material Agreement is assignable by such Seller Party to Purchaser without the consent or approval of any other party. There exist no oral agreements with respect to the Company Business or Acquired Assets.

Material Agreements. (a) Except as set forth on Section 2.18(a) of the Bank Disclosure Schedule, and except for the Leases, this Agreement and the Transactions, neither the Bank nor any of its Subsidiaries is a party to or is bound by any Contract: (i) Schedule 2.01(qwith respect to the employment or service of any director, officer, employee, Affiliate or consultant for future payments (including change of control or severance), individually or in the aggregate, in excess of $100,000; (ii) lists which would entitle any director or officer of the following contracts Bank or any of its Subsidiaries to indemnification from the Bank or any of its Subsidiaries; (iii) by and other agreements among the Bank or any of its Subsidiaries, and/or any Affiliate thereof; (“Material Agreements”iv) which grants any exclusive right of first refusal, right of first offer or similar right with respect to any equity rights (including the Bank Shares), material assets or properties of the Bank and or any of its Subsidiaries; (v) which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) provides for the lease of real personal property having a value in excess of $50,000 individually or personal property, including $250,000 in the aggregate; (vi) which relates to capital leases, to or from any person providing for annual lease expenditures and involves future payments in excess of $25,000 50,000 individually or $250,000 in the aggregate; (bvii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating relates to the disposition or acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or equity rights (including the Bank Shares), material assets or the capital stock of any other person; (h) material interest in any agreements for the sale of any of the assets of the Company, other than in business enterprise outside the ordinary course of business; business of the Bank or its Subsidiaries; (iviii) any outstanding agreements which is not terminable on 90 days or less notice and involving the payment of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000)50,000 per annum or a termination fee; and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company.or (iiix) which materially restricts the conduct of, or ability of the Bank or any of its Subsidiaries to compete in, any business or the solicitation of employees or customers by the Bank or any of its Subsidiaries. Each Contract of the type described in this Section 2.18(a), whether or not set forth on Section 2.18(a) of the Bank Disclosure Schedule, together with all Leases, is referred to herein as a “Bank Material Contract.” The Company has made available to Pubco either an original or a correct Buyer accurate and complete copy copies of each written all of the Bank Material Agreement. Except as set forth on Schedule 2.01(q)Contracts, with respect to each including any and all material amendments and modifications thereto. (b) Each Bank Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement Contract is the legal, validvalid and binding upon the Bank or its Subsidiaries, bindingas the case may be, enforceable obligation and to the Knowledge of the Company or any of the Selling Shareholders Company, all other parties thereto, and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither effect. Neither the Company Bank nor the Selling Shareholders party thereto any of its Subsidiaries is in material breach of or default thereofunder any Bank Material Contract, (Y) no and there has not occurred any event has occurred whichthat, with the lapse of time or the giving of notice or lapse of timeboth, would constitute such a breach or default. To the Knowledge of the Company, no other party to any Bank Material Contract is in material breach of or default ofunder such Bank Material Contract, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company and there has not received occurred any event that, with the lapse of time or the giving of notice or has any knowledge that any other party isboth, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementwould constitute such a breach or default.

Material Agreements. (ia) Schedule 2.01(q4.11(a) lists the following written contracts or agreements related to a Company and to which such Company is a party (each such written contract or agreement, a “Material Agreement”): (i) terminaling agreements, throughput agreements, transportation agreements, supply agreements, connection agreements, reimbursement agreements, access agreements, storage agreements and other services agreements (“Material Agreements”) related to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group Acquired Business of related agreements) for the lease of real or personal propertysuch Seller, including capital leases, to or from any person providing for annual lease payments in each case that involve consideration in excess of $25,000 100,000 during any calendar year or $250,000 in the aggregate (bthe “Material Service Agreements”); (ii) relating to any licensing agreement, equipment leases obligating such Company or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money its Subsidiaries to pay an amount in excess of $25,000, 100,000 during any calendar year or under which a security interest has been imposed on $250,000 in the aggregate; (iii) that materially restricts (or purports to materially restrict) the ability of such Company or any of its assets, tangible Subsidiaries from engaging in business in any geographic area or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement competing with any current Person, in each case in a manner that is or former officerwould be materially adverse to the Companies and their Subsidiaries, director, shareholder or affiliate of the Company; taken as a whole; (giv) any agreements relating to the acquisition or disposition of any business (whether by merger, purchase sale of stock or stock, sale of assets or otherwise) by or to any partnership or joint venture, for which the Company of any operating business consideration or material assets or the capital stock of any other person; commitments thereto exceed $250,000; (hv) any agreements for the sale of any asset or the grant of any preferential rights to purchase any asset for an amount in excess of $250,000, in each case other than inventory sales or otherwise entered into in the Ordinary Course of Business; (vi) relating to the Real Property obligating such Company or its Subsidiaries to pay an amount in excess of $100,000 during any calendar year or $250,000 in the aggregate; (vii) any collective bargaining agreement or labor contract including any voluntary recognition agreements, letters of understanding or other agreements with any labor union or any employee organization; (viii) any agreement or indenture evidencing Indebtedness (other than financial guarantees entered into in the Ordinary Course of Business not exceeding $100,000); and (ix) relating to any outstanding written commitment to enter into any written contract or agreement of the assets of the Company, other than type described in the ordinary course of business; subsections (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; through (jviii) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Companyabove. (iib) The Company has made available Sellers have delivered to Pubco either an original or a correct the Buyer true and complete copy copies of each written all Material AgreementAgreements and any supplements, amendments or modifications thereto. Except as set forth on Schedule 2.01(q), with respect to each Such Material Agreement to which the Company or the Selling Shareholders Agreements are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in as of the date of this Agreement and all material respectsparties thereto have, subject to bankruptcy the knowledge of such Seller, performed all obligations required to be performed by them as of the date of this Agreement and equitable remedies exceptions; (b)(X) neither the Company there is no breach, violation, default or dispute thereunder, nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no has any event has occurred which, with notice or lapse of timetime or both, would constitute a material breach breach, violation or default of, by a Company under any such Material Agreement or would permit termination, modification, modification or acceleration under, by the Material Agreement; counterparty or (Z) the any Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and . (c) neither the Company nor the Selling Shareholders have repudiated any material provision Except as set forth on Schedule 4.11(c), as of the agreementdate hereof, none of the Sellers or the Companies have received any written notice that any customer or supplier that is party to a Material Service Agreement has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with any Company.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group Section 5.11 of related agreements) for the lease Company Disclosure Letter sets forth, as of real or personal propertythe date hereof, including capital leases, the following Contracts to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; , its Subsidiaries, or Glenrock is a party or by which any of their assets or properties are bound or affected as of the date of this Agreement (eeach, a “Material Contract”): (i) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; Investment Advisory Contract; (fii) any agreement with any current or former officer, director, shareholder or affiliate of the Company; Contract (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than subscription agreements with Funds Clients entered into in the ordinary course of business; ) for the placement, distribution or sale of shares, units or other ownership interests of the Funds, including solicitation agreements and investor referral agreements (a “Distribution Agreement”) which provides for amounts to be paid by the Company and/or its Subsidiaries, in the aggregate, in excess of One Hundred Thousand Dollars (US $100,000); (iii) any Contract for the provision of administrative services (including any middle or back office service agreements) which provides for amounts to be paid by the Company and/or its Subsidiaries in excess of One Hundred Thousand Dollars (US $100,000) per annum; (iv) any Contract for the provision of brokerage, custodial or other similar services which provides for amounts to be paid by the Company and/or its Subsidiaries, in the aggregate, in excess of One Hundred Thousand Dollars (US $100,000); (v) any Contract (other than a Contract described in subsections (i) through (iv) above) with any outstanding Client or Funds Client, other than any subscription agreements entered into in the ordinary course of guarantybusiness; (vi) any Contract (A) relating to Indebtedness or (B) that is primarily a Contract of support, surety or indemnification, direct assumption or indirectendorsement of, by or any similar commitment with respect to Liabilities of any Person other than the Company; Company or its Subsidiaries or, with respect to the Funds, Subsidiaries of the Funds other than portfolio companies, in an aggregate amount, in each case, in excess of One Hundred Thousand Dollars (jUS $100,000); (vii) any royalty agreementsjoint venture, licenses strategic alliance, distribution, partnership or similar Contract with a party other agreements than the Company or its Subsidiaries involving a sharing of profits or expenses or payments based on revenues, profits or assets under management of the Company or its Subsidiaries or any Client (excluding ordinary course co-investments where there is no fee sharing), which provides for amounts to be paid by or to the Company and/or its Subsidiaries, in the aggregate, in excess of One Hundred Thousand Dollars (US $100,000); (viii) any Contract relating to the acquisition or disposition of assets, other than assets of the Funds acquired or disposed of in the ordinary course of business or, in the case of an acquisition, any such acquisition that is not material to the Company and its Subsidiaries taken as a whole, which provides for amounts to be paid by or to the Company and/or its Subsidiaries, in the aggregate, in excess of One Hundred Thousand Dollars (US $100,000); (ix) any Contract for Intellectual Property granting or restricting the right to use material Intellectual Property used in the Business (excluding licenses pertaining other than Contracts granting rights to use readily available commercial “off-the-off the shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee and Contracts the restrictions of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could would not reasonably be expected to have a material adverse effect on interfere with the Business); (x) any Contract limiting or restricting, or purporting to limit or restrict, any of the Company. (ii) The Company has made available to Pubco either an original , Glenrock or a correct and complete copy the Sellers from competing, engaging in or conducting any line of each written Material Agreement. Except as set forth on Schedule 2.01(q)business, including, without limitation, Contracts containing geographic restrictions, exclusivity provisions, “most favored nations” provisions or provisions regarding priority with respect to the allocation of investment opportunities; (xi) any Contract containing an agreement not to disclose, or to maintain the confidentiality of, any information of another Person in any way relating to the Business or not to solicit or hire employees of any Person other than (A) confidentiality provisions contained in subscription agreements and related side letters, agreements with respect to research services, research databases, libraries or software, or third party engagement letters, in each Material Agreement case entered into in the ordinary course of business and (B) any such Contract entered into by the Company or its Affiliates with respect to a potential investment by one or more Company Accounts in the ordinary course of business; (xii) any Contract that requires the Company, its Subsidiaries or Glenrock to (A) make earn-out payments or fulfill other similar contingent obligations, (B) make “clawback” payments or similar undertakings requiring the contribution, reimbursement or refund of any prior distribution, return of capital or fees (whether performance based or otherwise) paid to the Company, its Subsidiaries or Glenrock, (C) co-invest with any other Person; (D) provide seed capital or similar investment capital or (E) to invest in any investment product (including, any such Contract requiring additional or “follow-on” capital contributions to the Funds), in each case, which provides for amounts to be paid by or to the Company and/or its Subsidiaries, in the aggregate, in excess of One Hundred Thousand Dollars (US $100,000); (xiii) any Contract that contains (A) “key person” provisions pertaining to employees of the Company or its Subsidiaries or Glenrock, (B) any of the following rights provided to a Funds Client with respect to a Client advised by the Company or its Subsidiaries (1) special withdrawal or redemption rights, (2) capacity rights, (3) designation rights regarding advisory boards or similar provisions, (4) anti-dilution rights or (5) special notice or reporting requirements or (C) early termination rights with respect to a Company Account or the Funds; (xiv) any lease or license of real property to or from any third party which provides for amounts to be paid by or to the Company and/or its Subsidiaries, in the aggregate, in excess of One Hundred Thousand Dollars (US $100,000); and (xv) any Contract pursuant to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation any of the Company its Subsidiaries has Tax indemnity arrangements or any Contract regarding the filing of Tax Returns, relating to the Selling Shareholders and sharing of Tax benefits or liabilities, or the allocation of Taxes (collectively, “Tax Sharing Agreements”). (b) Each Material Contract is in full force and effect effect, is a legal and binding obligation of any of the Company and its Affiliates that are parties thereto and, to the Knowledge of the Company, each of the other parties thereto, in each case enforceable in accordance with its terms, except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or (ii) general equitable principles (including principles of reasonableness, good faith and fair dealing) regardless of whether enforcement is sought in equity or at law. The Company has previously made available to the Purchaser true, correct and complete copies of each of the Material Contracts. Any of the Company or its Affiliates party to any Material Contract, and, to the Knowledge of the Company, each of the other parties thereto have performed in all material respectsrespects all obligations required to be performed by them to date thereunder, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach no condition exists or default thereof, (Y) no event has occurred which, which (whether with or without notice or lapse of time, time or both) would constitute a material breach or default of(or has been alleged in writing or, to the Knowledge of the Company, orally to constitute a breach or permit termination, modification, or acceleration under, the Material Agreement; or (Zdefault) by any of the Company has not received any notice or has any knowledge that its Affiliates or, to the Knowledge of the Company, any other party isthereto under, or result in default in a right of termination of (and no written or, to the Knowledge of the Company, oral notice of any respect under intent to cancel or terminate any Material Agreement; and (c) neither material agreement has been received by any of the Company nor the Selling Shareholders have repudiated or its Affiliates), or give rise to any material provision of the agreementright to accelerate or otherwise modify any other right or obligation under, any such Material Contract.

Material Agreements. (i1) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”"MATERIAL AGREEMENTS") to which either the Company or the Selling Shareholders Shareholder are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s 's employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 50,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ ' notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “"off-the-shelf” " commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii2) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders Shareholder are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Shareholder and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto Shareholder is in material breach or default thereof, and (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have Shareholder has repudiated any material provision of the agreement.

Material Agreements. For the purpose of this Agreement, “Material Agreement” shall be deemed any and all Contracts of the Target Group Companies which qualify under any of the following categories: (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) Contracts for the lease of real or personal propertyjoint ventures, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnershipstrategic memberships, strategic alliances, profit joint development of products, other forms of strategic cooperation or similar purposes, including any other Contracts providing for sharing of cost, profit, losses or joint venture; liability by the Target Group Companies; (cii) credit Contracts, guarantees, suretyships, letters of comfort, performance or warranty bonds and similar instruments, Contracts regarding swaps, options, forward sales or purchases, futures and other financial derivatives and combinations thereof; (iii) Contracts to sell, or otherwise dispose of any material assets owned by the Target Group Companies outside the Ordinary Course of Business; (iv) any agreement in-license or intellectual property acquisition Contract regarding Owned IPR and any in-license Contract regarding Material Licensed IPR; (v) Any supply, consultancy, brokerage, sub-contractor, reselling, agent, marketing, purchasing or group distribution Contract which either is material to the Business or includes outstanding or not yet due payment obligations of related agreementsthe Target Group Companies higher than EUR 25,000 per Contract and year; (vi) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on Contract with any of its assetsthe top 10 customers (measured in terms of revenue during the last twelve months) and/or partner Contracts concluded within the last three years who purchased products or services from the Target Group Companies (whether as end user, tangible partner or intangible; reseller), sorted by (dprospected) revenues, as the case may be, of the Target Group Companies in each of the financial years 2012, 2013 and 2014; (vii) Contracts between the Target Group Companies and any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, Seller or Seller’s Related Party; (viii) Contracts which explicitly provide for a contractual warranty period obligation of the Target Group Companies of more than 24 months; (ix) Contracts containing Change of Control Clauses; (x) Contracts to which the Target Group Companies are incapable of performance in full within six months of the date of being entered into; (xi) Contracts of an onerous nature or which cannot be performed by the Target Group Companies on time other than by utilizing material plan additional effort or expenditure from that originally allowed for by the Target Group Companies; (xii) Contracts which involve payment referencing to fluctuations in the retail prices index (Verbraucherpreisindex) or any equivalent or similar index; (xiii) Contracts which are not terminable by the Target Group Companies on less than three months’ notice without payment of compensation or damages; (xiv) Contracts involving any agreement or arrangement for the benefit sharing of its current commissions or former officers other income; (xv) Contracts containing rights of first refusal (Vorkaufsrechte) or similar rights; (xvi) Contract with sales agents (Handelsvertreter) or similar Contracts, which, upon termination by a Target Group Company may trigger an obligation to pay compensation to the other party, or (xvii) any Contract outside the Ordinary Course of Business and managers or any not listed under of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Companyprevious categories. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are Health Max is a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 5,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,0005,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 5,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company Health Max of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,0005,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyHealth Max. (ii) The Company Health Max has made available to Pubco WRAP either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are Health Max is a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Health Max and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto Health Max is not in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company Health Max has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have Health Max has not repudiated any material provision of the agreement.

Material Agreements. (i) Section 3.12 of the Disclosure Schedule 2.01(q) lists each of the following contracts and other agreements agreements, whether written or oral, to which the Company is a party (the “Material Agreements”) to which either the Company or the Selling Shareholders are a party: ): (ai) any agreement (or group of related agreements) for the lease of real property or personal property, including capital leases, equipment from or to third parties with annual payments exceeding R$ 50,000 or from any person providing for annual lease payments in excess of $25,000 with a term exceeding one year; (bii) any licensing agreement, or any agreement forming concerning a partnership, strategic alliancesdistributorship, profit sharing agency, marketing agreement or joint venture; ; (ciii) any agreement (or group of related agreements) under which it the Company has (A) created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000(or may create, incur, assume, or under which guarantee) Indebtedness, or (B) imposed (or may impose) a security interest has been imposed Lien on any of its such entity’s assets, tangible or intangible; ; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (fiv) any agreement with any current Affiliate or former officer, director, shareholder or affiliate Related Party of the Company; Company or any of their respective managers, directors or officers; (gv) any agreements relating agreement requiring payments after the date hereof to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; more than R$50,000; (hvi) any agreements for agreement to which the sale Company is a party which is capable of any being terminated by the other party upon the occurrence of a transaction of the assets of the Company, other than in the ordinary course of business; nature contemplated by this Investment Agreement; (ivii) any outstanding agreements of guaranty, surety agreement regarding confidentiality or indemnification, direct or indirect, by the Company; nondisclosure; (jviii) any royalty agreementsagreement with any (A) Governmental Authority, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap B) Top Customer, Top Distributor or click-through license agreements on reasonable Top Supplier (as such terms for a license fee of no more than $10,000are defined below); and ; (kix) any other agreement under which that is material to the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyBusiness. (ii) 3.12.1. The Company has delivered or otherwise made available to Pubco either an original or Investor a correct and complete copy of each written Material AgreementAgreement (including all amendments thereto). Except as set forth on Schedule 2.01(q), with With respect to each written Material Agreement: (A) the Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable, and in full force and effect, subject to the application of any bankruptcy or creditor’s rights Laws; (B) the Material Agreement will continue to be legal, valid, binding, and enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptionson identical terms immediately after the Closing Date; (b)(XC) neither the Company nor nor, to the Selling Shareholders knowledge of Company, any other party thereto to the Material Agreement, is in material breach or default thereof(including, (Y) with respect to any express or implied warranty), and no event has occurred which, which with notice or lapse of time, time or both would constitute a material breach or default of, or permit termination, modification, or acceleration underacceleration, under the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision . Section 3.12.1 of the agreementDisclosure Schedule sets forth a description of all of the material terms of each oral agreement which, if reduced to written form, would be required to be listed in the Disclosure Schedule under the terms of this Section 3.12.1, and all such oral agreements shall be deemed to be included in Material Agreements.

Material Agreements. Schedule 3.1(o)(1) sets forth a true and complete list, and the Company has provided to the Parent complete copies (including all amendments and extensions thereof and all waivers thereunder) or, if oral, an accurate and complete description, of each of the following, whether written or oral, to which the Company is a party or is otherwise bound (each, a “Material Agreement”): (i) Schedule 2.01(q) lists the following contracts and all loan agreements, indentures, mortgages, notes, installment obligations, capital leases or other agreements or instruments relating to the borrowing of money (“Material Agreements”or guarantees thereof); (ii) all continuing contracts or commitments for the future purchase, sale or manufacture of products, materials, supplies, equipment or services requiring payment to which either or from the Company in an amount in excess of $50,000 per annum which are not terminable on 30 days’ or less notice without cost or other liability at or any time after the Selling Shareholders are a party: Closing Date, or in which the Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive rights relating to any product or service; (aiii) all contracts with any agreement Governmental Authority; (iv) all leases, subleases or group of related agreementsany other agreements or arrangements under which the Company has the right or license to use any personal property, whether tangible or intangible, owned or licensed by another Person; (v) for all agreements or arrangements under which any other Person has the lease of right or license to use any real property or personal property, whether tangible or intangible, owned, leased or licensed by the Company; (vi) all contracts or understandings which by their terms restrict the ability of the Company to conduct its business or to otherwise compete, including capital leasesas to manner or place; (vii) all joint venture or similar agreements or understandings; (viii) lease and other agreements pertaining to the Real Property; (ix) all collective bargaining, to employment, severance, consulting, nondisclosure or from any person providing for annual lease payments in excess confidentiality agreements, and agreements requiring a charge of $25,000 (b) any licensing agreementcontrol or parachute payments, or any agreement forming a partnership, strategic alliances, profit sharing other type of contract or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement understanding with any current or former officer, directoremployee or consultant, shareholder or affiliate of the Company; (g) any agreements relating other than pursuant to the acquisition (by mergerEmployee Benefit Plans, purchase of stock or assets or otherwise) which is not immediately terminable by the Company of any operating business without cost or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of liability to the Company; (x) all agreements with sales agents or representatives, wholesalers, distributors and dealers; (xi) all agreements concerning any Hazardous Materials; and (xii) all other than contracts, without regard to monetary amount, which were not entered into in the ordinary course of business; business consistent with past practice or which are material to the conduct of the Company’s business and not listed above. Except as disclosed on Schedule 3.1(o)(2), the Company is not, and to the knowledge of the Company, any other party thereto is not, in default under any Material Agreement and no event has occurred or is reasonably expected to occur which (after notice or lapse of time or both) would become a breach or default under, or would otherwise permit modification, cancellation, acceleration or termination of, any Material Agreement or would result in the creation of or right to obtain any Lien upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Company. Except as disclosed on Schedule 3.1(o)(3): (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respectsand is a valid and binding obligation of the Company, subject and, to bankruptcy and equitable remedies exceptionsthe knowledge of the Company, the other parties thereto; (b)(Xii) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) there are no event has occurred which, unresolved disputes with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under to any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated has no reasonable basis to believe that any material provision of the agreementparty to a Material Agreement intends either to modify, cancel or terminate such Material Agreement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders Vendor are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the CompanyVendor’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-post- termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the CompanyVendor; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company Vendor of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the CompanyVendor, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the CompanyVendor; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyVendor. (ii) The Company Vendor has made available to Pubco Purchaser either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material eachMaterial Agreement to which the Company or the Selling Shareholders Vendor s are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Vendor and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders Vendor party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company Vendor has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company Vendor nor the Selling Shareholders Note Holders have repudiated any material provision of the agreement.

Material Agreements. (a) Schedule 5.17(a) sets forth a list of the following Contracts used in the operation of the Business and to which a Seller is a party (collectively, the “Material Contracts”), true and correct copies of which (together with all amendments, exhibits, attachments, waivers or other changes thereto): (i) all Contracts requiring total annual payments by or to Sellers in excess of $100,000; (ii) all Contracts with independent contractors or consultants (or similar arrangements) that are not cancelable without penalty or further payment and without more than 60 days’ notice; (iii) all Contracts that limit or purport to limit the ability of the Business to compete in any line of business or with any Person or in any geographic area or during any period of time; (iv) all Contracts that (i) license or otherwise grant rights to Intangible Property of third parties to either Seller or (ii) license or otherwise grant rights to Seller Intangible Property by either Seller to third parties, in each case that are related to the Business; (v) each Contract with any Business Employee; (vi) each joint venture Contract, each joint product development Contract or each other Contract involving a sharing of profits, losses, costs or liabilities with any other Person; (vii) each Contract with any customer or supplier that is required to be disclosed on Schedule 2.01(q5.26; (viii) lists the following contracts each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any Purchased Asset (except personal property leases and installment and conditional sales agreements having aggregate payments of less than $25,000); (“Material Agreements”ix) each Contract providing for the payment to any Business Employee of any cash or other compensation or benefits contingent upon the consummation of the transactions contemplated by this Agreement; (x) each Contract with any Seller or any Affiliate of any Seller; (xi) each Contract under which either Seller has advanced or loaned to any other Person amounts in the Company aggregate exceeding $25,000; (xii) each confidentiality agreement and non-disclosure agreement still in effect relating to the Business or the Selling Shareholders are Purchased Assets (excluding customary confidentiality and non-disclosure provisions contained in any Contract and excluding any such agreement with any potential bidder for any Seller or its assets); (xiii) each Contract which requires the Business to purchase or sell products or exclusively, or to purchase or sell a party: (a) any agreement (minimum quantity of products or group of related agreements) for the lease of real or personal property, including capital leasesservices, to or from any person providing for annual lease payments in excess Person; and (xiv) each other Contract that is material to the Business as defined under the rules and regulations of $25,000 the Exchange Act. Sellers have made such Material Contracts available to Buyer prior to the Closing. (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on disclosed in Schedule 2.01(q5.17(b), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement Contract is the legal, valid, bindingbinding and enforceable against Sellers (and to Sellers’ Knowledge, enforceable obligation of the Company or any of the Selling Shareholders and other party thereto), is in full force and effect effect, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and general equitable principles. Except as disclosed in Schedule 5.17(b), (i) there exists no default or event of default by any Sellers or, to the Knowledge of Sellers, any other party to any Material Contract, (ii) no Material Contract has been canceled by Sellers or, to the Knowledge of Sellers, any other party thereto, (iii) Sellers have, or prior to the Closing will have, performed all material respects, subject obligations under such Material Contracts required to bankruptcy and equitable remedies exceptions; (b)(X) neither be performed by Sellers or their Affiliates on or before the Company nor the Selling Shareholders party thereto is in material breach or default thereofClosing, (Yiv) to the Knowledge of Sellers, there is no event has occurred which, with upon giving of notice or lapse of timetime or both, would constitute a material breach or default of, under any such Material Contract or would permit the termination, modification, modification or acceleration underof such Material Contract, the Material Agreement; and (v) Sellers have not assigned, delegated or (Z) the Company has not received otherwise transferred to any notice Person any of its rights, title or has any knowledge that any other party is, in default in any respect interest under any such Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementContract.

Material Agreements. Schedule 3.1(o)(1) sets forth a true and complete list, and the Company has provided to the Parent complete copies (including all amendments and extensions thereof and all waivers thereunder) or, if oral, an accurate and complete description, of each of the following, whether written or oral, to which the Company is a party or is otherwise bound (each, a "Material Agreement"): (i) Schedule 2.01(q) lists the following contracts and all loan agreements, indentures, mortgages, notes, installment obligations, capital leases or other agreements or instruments relating to the borrowing of money (“Material Agreements”or guarantees thereof); (ii) all continuing contracts or commitments for the future purchase, sale or manufacture of products, materials, supplies, equipment or services requiring payment to which either or from the Company in an amount in excess of $50,000 per annum which are not terminable on 30 days' or less notice without cost or other liability at or any time after the Selling Shareholders are a party: Closing Date, or in which the Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive rights relating to any product or service; (aiii) all contracts with any agreement Governmental Authority; (iv) all leases, subleases or group of related agreementsany other agreements or arrangements under which the Company has the right or license to use any personal property, whether tangible or intangible, owned or licensed by another Person; (v) for all agreements or arrangements under which any other Person has the lease of right or license to use any real property or personal property, whether tangible or intangible, owned, leased or licensed by the Company; (vi) all contracts or understandings which by their terms restrict the ability of the Company to conduct its business or to otherwise compete, including capital leasesas to manner or place; (vii) all joint venture or similar agreements or understandings; (viii) lease and other agreements pertaining to the Real Property; (ix) all collective bargaining, to employment, severance, consulting, nondisclosure or from any person providing for annual lease payments in excess confidentiality agreements, and agreements requiring a charge of $25,000 (b) any licensing agreementcontrol or parachute payments, or any agreement forming a partnership, strategic alliances, profit sharing other type of contract or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement understanding with any current or former officer, directoremployee or consultant, shareholder or affiliate of the Company; (g) any agreements relating other than pursuant to the acquisition (by mergerEmployee Benefit Plans, purchase of stock or assets or otherwise) which is not immediately terminable by the Company of any operating business without cost or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of liability to the Company; (x) all agreements with sales agents or representatives, wholesalers, distributors and dealers; (xi) all agreements concerning any Hazardous Materials; and (xii) all other than contracts, without regard to monetary amount, which were not entered into in the ordinary course of business; business consistent with past practice or which are material to the conduct of the Company's business and not listed above. Except as disclosed on Schedule 3.1(o)(2), the Company is not, and to the Knowledge of the Company, any other party thereto is not, in default under any Material Agreement and no event has occurred or is reasonably expected to occur which (after notice or lapse of time or both) would become a breach or default under, or would otherwise permit modification, cancellation, acceleration or termination of, any Material Agreement or would result in the creation of or right to obtain any Lien upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Company. Except as disclosed on Schedule 3.1(o)(3): (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respectsand is a valid and binding obligation of the Company, subject and, to bankruptcy and equitable remedies exceptionsthe Knowledge of the Company, the other parties thereto; (b)(Xii) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) there are no event has occurred which, unresolved disputes with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under to any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated has no reasonable basis to believe that any material provision of the agreementparty to a Material Agreement intends either to modify, cancel or terminate such Material Agreement.

Material Agreements. (ia) Schedule 2.01(q) 3.13 lists the following contracts and other agreements (“Material Agreements”) to which either the Company or is a party (excluding any agreement with customers entered into in the Selling Shareholders are a party: ordinary course of business): (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate of the Company; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets Assets of the Company, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company. (iib) The Company has made available to Pubco Parent either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q)3.13, with respect to each Material Agreement to which the Company or the Selling Shareholders are is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither (A) the Company nor the Selling Shareholders party thereto is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or and (Ziii) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal propertyAll contracts, including capital licences, leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses commitments, entitlements or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement engagements to which the Company or the Selling Shareholders are any of its Subsidiaries is a party thereto: or by which any of them is bound (awhether written or oral), other than contracts, licences, leases, agreements, commitments, entitlements or engagements required to be disclosed in the Disclosure Letter under Section 17, 18 or 20 of this Schedule “C” and other than material policies of insurance in respect of which summaries were disclosed in the Data Room: (i) which involve aggregate future payments by or to any of them in excess of $500,000 in any 12-month period or which extend for a period of more than two years and are not terminable without penalty of less than $100,000; (ii) with any Governmental Authority (including licences), which, if expires or is terminated, would result in a reduction in revenue to the agreement is Company and its Subsidiaries of more than $1 million; (iii) which, if terminated without the legal, valid, binding, enforceable obligation consent of the Company or any of the Selling Shareholders Subsidiaries, would have, or reasonably be expected to have, a Material Adverse Effect; (iv) entered into since December 31, 2006, for the sale of securities or assets of the Company or any of its Subsidiaries, or for the acquisition of securities, assets or businesses of others (by merger, amalgamation, reorganization, arrangement or otherwise) and related agreements (in each case other than contracts entered into in the ordinary and regular course of business) or for the grant to any person of any preferential rights to purchase any of its assets; (v) licences to or from any third parties of any Intellectual Property that is material to the businesses of the Company and its Subsidiaries, other than off-the shelf (shrink wrap) software or broadly marketed branded software licenced by the Company or its Subsidiaries; (vi) which are indentures, credit agreements, security agreements, mortgages, hypothecs, guarantees, promissory notes and other contracts relating to the borrowing of money; (vii) which provides for payments to or by any person or entity based on sales, purchases or profits, other than direct payment for goods and other than customary “percentage rent” provisions contained in Leases; (viii) which create or potentially give rise to a monetary Encumbrance on any Owned Real Property in Excess of $1,000,000; and (ix) which are otherwise material to the Company on a consolidated basis and outside the ordinary and regular course of business; (collectively, “Material Contracts”) are listed in the Disclosure Letter. (b) Each of the Material Contracts is in full force and effect in all material respectseffect, subject to bankruptcy is valid, binding and equitable remedies exceptions; enforceable against the parties thereto, and has not been modified by any agreement (b)(X) neither written or oral), has not been assigned, transferred or hypothecated, nor has any notice of termination been given thereunder. Neither the Company nor the Selling Shareholders party thereto any of its Subsidiaries is in material breach or default thereof, (Y) no event has occurred which, under any Material Contract or is aware of any condition that with the passage of time or the giving of notice or lapse of timeboth would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, constitute a material default thereunder. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default ofunder (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or permit terminationthe giving of notice or both would result in such a breach or default under) any Material Contract by any other party thereto, modificationexcept where any such violation or default would not, individually or acceleration underin the aggregate, constitute a material default thereunder. Prior to the Material Agreement; or (Z) date hereof, the Company has made available to Parent true and complete copies of all Material Contracts through the Data Room, including all amendments and modifications thereto, whether or not received any notice or has any knowledge that any other party is, entered into in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision ordinary course of the agreementbusiness.

Material Agreements. (a) Section 4.11(a) of the Disclosure Letter sets forth a complete list of any of the following contracts or agreements (oral or written) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (each contract shall be specifically identified with its formal title, date of effectiveness and execution, a listing of the parties, and a list of any and all amendments with similar detail) (each, a “Material Agreement”): (i) Schedule 2.01(q) lists the following contracts and all written employment or other agreements (“Material Agreements”) to which either entered into with any officer, director or employee of the Company or any of its Subsidiaries; (ii) all contracts or agreements (oral or written) under which the Selling Shareholders Company or any of its Subsidiaries has any outstanding indebtedness, obligation or Liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or Liability, in each case, in an amount greater than $50,000 and in the aggregate more than $100,000; (iii) all bonds or agreements of guarantee or indemnification under which the Company or any of its Subsidiaries acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent) or Liability in an individual amount or potential amount greater than $50,000 or in the aggregate more than $100,000; (iv) all partnership and joint venture agreements; (v) all agreements relating to acquisitions or dispositions of any business or product line (other than this Agreement), whether by merger, business combination, stock purchase, disposition of assets, consolidation or otherwise; (vi) all agreements creating any obligation or commitment to purchase goods, materials or services in an amount greater than $50,000 or in the aggregate more than $100,000; (vii) all bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee of the Company or any of its Subsidiaries; (viii) all leases related to real or personal property which may not be terminated at will, or by giving notice of 60 days or less, without cost or penalty and involving annual rental payments greater than $25,000; (ix) all agreements with brokers that are not terminable by the Company or any of its Subsidiaries upon sixty (60) days’ notice without penalty or liability; (x) all agreements, together with any modification thereof or subsequent agreement related thereto, pursuant to which the Company or any of its Subsidiaries has licensed from, or to, a party: third party any Intellectual Property, but excluding any off the shelf or standard licenses, including software license and domain name agreements, having a value of less than $5,000 per agreement, license, or seat (a“Standard IP Agreements”); (xi) any other agreement material to the Company’s business on a consolidated basis; (xii) each management, consulting, subcontractor, retainer or other similar type of agreement (other than employment contracts) under which services are provided by any Person to the Company or any of its Subsidiaries in excess of $50,000 per annum or $100,000 in the aggregate; (xiii) each agreement containing covenants limiting, in any material respect, the freedom of the Company or any of its Subsidiaries to conduct business in any area or territory or line of business, to buy or sell particular goods or services, to buy or sell goods or services from any other Person or to solicit customers, employees or other service providers; (xiv) each agreement containing a change of control provision; (xv) each contract which any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Transaction Document, or the value of any benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Transaction Document; (xvi) each agreement that obligates the Company or any of its Subsidiaries to indemnify a third party, other than such agreements that were made in the ordinary course of business consistent with past practice; and (xvii) each other agreement (or group of related agreements) for not discussed above, the lease loss of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have have, directly or indirectly, individually or in the aggregate, a material adverse effect Material Adverse Effect on the Company. (iib) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q)disclosed in Section 4.11(b) of the Disclosure Letter, with respect to (i) each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of valid and binding upon the Company or any of its Subsidiaries, as the Selling Shareholders case may be (and, to the Knowledge of the Company, on all other parties thereto), in accordance with its terms and is in full force and effect effect, (ii) the Company and each Subsidiary of the Company has in all material respectsrespects performed all obligations required to be performed by it as of the date hereof under each Material Agreement and, subject to bankruptcy and equitable remedies exceptions; the Knowledge of the Company, each other party to each Material Agreement has in all respects performed all obligations required to be performed by it under such Material Agreement, (b)(Xiii) neither there is no breach or violation of or default by the Company nor or any of its Subsidiaries under any of the Selling Shareholders party thereto is in material breach Material Agreement that has not been cured or default thereofwaived, and (Yiv) no event has occurred with respect to the Company or any of its Subsidiaries which, with notice or lapse of timetime or both, would constitute a material breach breach, violation or default of, or permit give rise to a right of termination, modification, cancellation, foreclosure, imposition of a lien, prepayment or acceleration under, any of the Material Agreement; , except for such failures to perform, breaches, violations, defaults or events referred to in clause (ii), (iii) or (Ziv), alone or in the aggregate with other such failures to perform, breaches, violations, defaults or events referred to in clause (ii), (iii) or (iv), would be reasonably likely to be material to the Company has not received or any notice of its Subsidiaries or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither prevent the Company nor the Selling Shareholders have repudiated any material provision consummation of the agreementtransactions contemplated by this Agreement.

Material Agreements. (ia) Schedule 2.01(q) lists Exhibit 5.12 contains a true and correct list, as of the date hereof, of all of the following written or unwritten contracts and other agreements (“Material Agreements”including all amendments thereto) to which either the any Company or Subsidiary is a party and which have not yet been completely fulfilled (the Selling Shareholders are a party: "MATERIAL AGREEMENTS"): 55 55 (a1) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by mergeror sale of interests in other companies or businesses or business units providing, purchase in each case, for a consideration of stock $5,000,000 or assets more; agreements for the sale, lease, licence or otherwise) by the Company other disposal of any operating business or material assets or property, except for agreements in the capital stock ordinary course of business consistent with past practice; (2) joint venture, partnership and shareholder agreements relating to the conduct of a material part of a Division's business; (3) rental and lease agreements relating to real estate which, individually, provide for annual payments of $500.000 or more; (4) loan agreements (other than intercompany debt towards any company of the E.ON Group as referred to in Section 5.14), including loans granted by suppliers (other than extended payment arrangements); bonds, notes or any other person; (h) any agreements for the sale instruments of debt issued by any of the assets Companies or Subsidiaries; (5) all guarantees, comfort letters or other sureties issued by any of the CompanyCompanies or Subsidiaries for any debt, obligation or liability of any party, other than debt of another Company or a Subsidiary; (6) any agreement that limits the freedom of any Company or Subsidiary to compete in any line of business or with any third party, excluding (i), for the avoidance of doubt, territorial restrictions in supplier or reseller agreements which restrict the ability of the contracting Company or Subsidiary to distribute the product to which such agreements relate, (ii) agreements which impose restrictions exclusively upon the contracting Group Company (provided that such company is not material to a Division), but do not otherwise limit the Division's freedom to operate in the relevant line of business or to compete with the relevant third party or (iii) agreements which may be terminated by the relevant Company or Subsidiary within three months after the Closing Date without any penalty, cost or expense (other than any compensation claims of resellers 56 56 under mandatory law) and which are not material to the business of a Division; (7) frame or master agreements in respect of the top 10 suppliers of each Division (other than Atlas Europe Division and Atlas US Division) (based on the aggregate sales in 1999); (8) agreements with E.ON AG or any other company of the E.ON Group other than trading or supply agreements with respect to goods or utilities made in the ordinary course of the relevant Group Company's business on arm's length terms; (9) agreements or commitments not made in the ordinary course of business; ; (i10) consultancy agreements with expected annual fees or with an agreed flat or minimum fee in excess of $250,000 or which are likely to result in annual fees in excess of such amount; (11) long-term agreements (Dauerschuldverhaltnisse) that cannot be terminated by any Company or Subsidiary with less than 6 months notice as from the Closing Date without any liabilities in excess of $500,000 (per agreement), excluding, however, any type of agreements referred to in paragraphs (1) to (5), (7), (8) and (10) of this Section 5.12 (a) and customer agreements; (12) any outstanding currency or hedging agreements which cannot be terminated without liability to any Division of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which 100,000 in the consequences aggregate in respect of a default or termination could reasonably be expected to have a material adverse effect on the Companyall such agreements. (iib) The Company has made available to Pubco either an original or a correct Except as otherwise indicated in Exhibit 5.12, true and complete copy copies of each all written Material AgreementAgreements have been disclosed to Purchasers prior to the execution of this Agreement and true and not misleading summaries of the principal terms of any non-written Material Agreements are contained in Exhibit 5.12. Except as set forth on Schedule 2.01(q)To the Sellers' knowledge, with respect to unless otherwise disclosed in Exhibit 5.12, each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company Companies or Subsidiaries nor the Selling Shareholders any third party thereto is are in material breach default or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach under any such agreement. Except as provided in any written agreement 57 57 disclosed to the Purchasers in accordance with this Section 5.12(b) or default ofas disclosed in Exhibit 5.12, no third party is entitled to terminate or permit termination, modification, or acceleration under, materially amend any Material Agreement (other than the Material Agreement; or Agreements referred to in subsection (Za)(8) above, which shall be terminated in accordance with, and except to the Company has not received any notice or has any knowledge that any other party isextent specified in, in default in any respect under any Material Agreement; and (cSection 2.5) neither the Company nor the Selling Shareholders have repudiated any material provision as a result of the agreementtransactions contemplated by this Agreement. The agreements referred to in subsection (a) (8) above were made in the ordinary course of business on arm's length terms.

Material Agreements. True, correct, and complete copies (including all amendments and extensions thereof and all waivers thereunder) or, if oral, an accurate and complete description, of each of the following, whether written or oral, to which the Company is a party or is otherwise bound (each, a “Material Agreement”), are attached hereto as Schedule 2.1(t)(i): (i) Schedule 2.01(q) lists the following contracts and all loan agreements, indentures, mortgages, notes, installment obligations, capital leases or other agreements or instruments relating to the borrowing of money (“Material Agreements”or guarantees thereof); (ii) all continuing contracts or commitments for the future purchase, sale or manufacture of products, materials, supplies, equipment or services requiring payment to or from the Company; (iii) all contracts with any Governmental Authority; (iv) all leases, subleases or any other agreements or arrangements under which either the Company has the right or license to use any personal property, whether tangible or intangible, owned or licensed by another Person; (v) all agreements or arrangements under which any other Person has the Selling Shareholders are a party: (a) right or license to use any agreement (or group of related agreements) for the lease of real property or personal property, whether tangible or intangible, owned, leased or licensed by the Company; (vi) all contracts or understandings which by their terms restrict the ability of the Company to conduct its business or to otherwise compete, including capital leasesas to manner or place; (vii) all joint venture or similar agreements or understandings; (viii) lease and other agreements pertaining to the Real Property; (ix) all collective bargaining, to employment, severance, consulting, nondisclosure or from any person providing for annual lease payments in excess confidentiality agreements, and agreements requiring a charge of $25,000 (b) any licensing agreementcontrol or parachute payments, or any agreement forming a partnership, strategic alliances, profit sharing other type of contract or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement understanding with any current or former officer, directoremployee or consultant, shareholder or affiliate of the Company; (g) any agreements relating other than pursuant to the acquisition (by mergerEmployee Benefit Plans, purchase of stock or assets or otherwise) which is not immediately terminable by the Company of without cost or other liability to the Company; (x) all agreements with sales agents or representatives, wholesalers, distributors and dealers; (xi) all agreements concerning any operating business or material assets or Hazardous Materials; and (xii) all other agreements, without regard to monetary amount, to which the capital stock of any other person; (h) any agreements for Company has been a party since January 1, 2013. Except as disclosed on Schedule 2.1(t)(2), the sale of any of Company is not, and to the assets Knowledge of the Company, any other than party thereto is not, in default under any Material Agreement and no event has occurred or is reasonably expected to occur which (after notice or lapse of time or both) would become a breach or default under, or would otherwise permit modification, cancellation, acceleration, or termination of, any Material Agreement or would result in the ordinary course creation of business; or right to obtain any Lien upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Company. Except as disclosed on Schedule 2.1(t)(3): (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respectsand is a valid and binding obligation of the Company, subject and, to bankruptcy and equitable remedies exceptionsthe Knowledge of the Company, the other parties thereto; (b)(Xii) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) there are no event has occurred which, unresolved disputes with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under to any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated has no reasonable basis to believe that any material provision of the agreementparty to a Material Agreement intends either to modify, cancel or terminate such Material Agreement.

Material Agreements. (i) Schedule 2.01(q) lists Except for the Leases, Exhibit C sets forth all of the following contracts and other agreements (the “Material Agreements”) to which either are included in the Company Assets or by which any of the Selling Shareholders are a partyAssets will be bound following the Closing: (a) any agreement (or group with any affiliate of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 Seller; (b) any licensing agreementagreement or contract for the sale, exchange, or other disposition of Hydrocarbons produced from or attributable to Seller’s interest in the Assets or for the purchase, processing or transportation of any agreement forming Hydrocarbons, in each case that is not cancelable without penalty or other payment on not more than ninety (90) days prior written notice, other than terms of operating agreements or gas balancing agreements which permit an operator or other co owner to take or market production of a partnership, strategic alliances, profit sharing or joint venturenon taking co owner; (c) any agreement (of or group of related agreements) under which it has createdbinding upon Seller to sell, incurredlease, assumedfarmout, or guaranteed otherwise dispose of any indebtedness for borrowed money interest in excess of $25,000, or under which a security interest has been imposed on any of its assetsthe Assets after the date hereof, tangible other than non consent penalties for nonparticipation in operations under operating agreements, conventional rights of reassignment arising in connection with Seller’s surrender or intangiblerelease of any of the Assets; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, tax partnership agreement of or other material plan or arrangement for the benefit of its current or former officers and managers or binding upon Seller affecting any of the Company’s employeesAssets; (e) any employment agreement which creates any area of mutual interest or independent contractor agreement providing annual compensation similar provision with respect to the acquisition by Seller or its assigns of any interest in excess any Hydrocarbons, land or asset or contains any restrictions on the ability of $25,000 Seller or providing post-termination its assigns to compete with any other individual or severance payments entity, including, without limitation, any corporation, limited liability company, partnership (general or benefits limited), joint venture, association, joint stock company, trust, unincorporated organization or that cannot be cancelled without more than 30 days’ noticegovernment (including any board, agency, political subdivision or other body thereof) (“Person”); (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty joint operating agreements, licenses or other unit operating agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (ksimilar agreements) any other agreement under which the consequences of a default or termination that could reasonably be expected to have a result in aggregate payments by Seller with respect to the Assets in excess of Fifty Thousand Dollars ($50,000) during the current or any subsequent year; (vii) any agreement that could reasonably be expected to result in aggregate revenues to Seller with respect to the Assets in excess of Fifty Thousand Dollars ($50,000) during the current or any subsequent year. To Seller’s Knowledge, Seller is not (and to Seller’s Knowledge, no other Person is) in material adverse effect default (or with the giving of notice or the lapse of time or both, would not be in default) under any Material Agreement except as disclosed on the Company. (ii) The Company Exhibit C. Prior to execution of this Agreement, Seller has provided Buyer or made available to Pubco either an original or a Buyer, true, correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation copies of the Company or any of Material Agreements. To Seller’s Knowledge, the Selling Shareholders and is Material Agreements are in full force and effect in all material respectsaccordance with their terms, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; valid and (c) neither the Company nor the Selling Shareholders have repudiated any material provision binding obligation of the agreementSeller, and to the Seller’s Knowledge, each of the other parties thereto, and enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s rights generally and by equitable principles.

Material Agreements. (a) Section 6.1.12(a) of the Disclosure Schedule contains a true and complete list of all of the following agreements to which the Company is a party as of the date of this Agreement (other than agreements as to which all primary contractual obligations have been fulfilled or which have been effectively terminated prior to Closing) (the “Material Agreements” and individually a “Material Agreement”): (i) Schedule 2.01(qany agreement for the purchase or sale of products or for the furnishing or receipt of services (A) lists which calls for performance over a period of more than one year, (B) which provides for a purchase price or other remuneration of more than EUR5,000 (other than orders within the following contracts and other agreements ordinary course of business), or (“Material Agreements”C) to in which either the Company has granted manufacturing rights, “most favored nation” pricing provisions or the Selling Shareholders are marketing or distribution rights relating to any Products or territory, or has agreed to purchase a minimum quantity of goods or services, or has agreed to purchase goods or services exclusively from a certain party: ; (aii) any partnership, joint venture, co-operation or other similar agreement; (iii) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed, assumed or guaranteed any (or is obliged to create, incur, assume or guarantee) indebtedness for borrowed money in excess of $25,000, (including capitalized lease obligations) involving more than EUR5,000 or under which a security interest third party has been imposed (or is entitled to impose) a Lien on any of its assets, tangible or intangible; ; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (fiv) any agreement with giving rise to guarantees, indemnities, or suretyships (Bürgschaften) by the Company issued for any debt of any Person; (v) any agreement under which the Company is bound by a non-competition provision; (vi) any agreement involving any current or former officer, director, shareholder managing director or affiliate stockholder of the Company; Company or any Affiliate of the Company or any family member of any of the foregoing; (gvii) any agreements agreement relating to the acquisition (extension of credit by merger, purchase of stock the Company or assets or otherwise) guaranteeing by the Company of any operating business or material assets or the capital stock obligation of any other person; third party; (hviii) any agreements agreement providing for the sale payment of any of a commission or other fee calculated as or by reference to the assets profits or revenues of the Company, ; (ix) any agreement of a long-term nature (Dauerschuldverhältnisse) other than that described in the ordinary course of business; (iclauses 6.1.12(a)(i) any outstanding agreements of guaranty, surety through 6.1.12(a)(viii) which cannot be terminated without liability or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for penalty with a license fee notice period of no more than $10,000)thirty (30) calendar days following the Closing Date and which individually provides for annual obligations of the Company in excess of EUR5,000; and and (kx) any other contract or agreement under which not described above that is material to the consequences Business, operations, assets, financial condition, results of a default operations, properties or termination could reasonably be expected to have a material adverse effect on prospects of the Company. (iib) The Company has made available delivered to Pubco either an original the Buyer a complete and accurate copy, including any exhibits, schedules or a correct and complete copy appendices thereto, of each written Material Agreement. Except as set forth on agreement listed in Section 6.1.12(a) of the Disclosure Schedule 2.01(q(collectively, the “Listed Agreements”), with . (c) With respect to each Material Agreement to which the Company or the Selling Shareholders are a party theretoListed Agreement, as of Closing: (ai) the agreement is the legal, valid, bindingbinding and legally enforceable against the Company, enforceable obligation and, to the knowledge of the Company or any Sellers, against the other parties thereto, in each case, in accordance with its respective terms, and, to the knowledge of the Selling Shareholders and is Sellers, in full force and effect in all material respectseffect, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither the Company nor Company, nor, to the Selling Shareholders party thereto knowledge of the Sellers, any other party, is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default violation of, or permit termination, modification, or acceleration in default under, any such agreement. No written notice, or, to the Material Agreement; or (Z) knowledge of the Sellers, other notice, has been received by the Company has not received with respect to the possible termination or modification of any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementListed Agreements.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any Section 4.12 of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale Disclosure Letter sets forth a complete list of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement following contracts to which the Company or the Selling Shareholders are any of its Subsidiaries is a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of or by which the Company or any of its Subsidiaries is bound (each contract shall be specifically identified with its formal title, date of effectiveness and execution, a listing of the Selling Shareholders parties, and is in full force a list of any and effect in all material respectsamendments with similar detail) (each, subject to bankruptcy and equitable remedies exceptions; a “Material Agreement”): (b)(Xi) neither all written management, compensation, employment or other agreements entered into with any officer, director or employee of the Company; (ii) all contracts under which the Company nor or any of its Subsidiaries has any outstanding indebtedness, obligation or liability for borrowed money or the Selling Shareholders deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or Liability, in each case in an amount greater than $10,000 and in the aggregate more than $15,000; (iii) all bonds or agreements of guarantee or indemnification under which the Company or any of its Subsidiaries acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent) in an individual amount or potential amount greater than $10,000 or in the aggregate more than $15,000; (iv) all non-compete or similar agreements; (v) all partnership and joint venture agreements; (vi) all agreements relating to acquisitions or dispositions of any business or product line; (vii) all agreements (oral or written) creating any obligation or commitment to purchase goods, materials or services in an amount greater than $10,000 or in the aggregate more than $15,000; (viii) all bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee of the Company; (ix) all leases related to real or personal property; (x) all agreements with brokers that are not terminable by the Company or such Subsidiary upon sixty (60) days’ notice without penalty or liability; (xi) all agreements, together with any modification thereof or subsequent agreement related thereto, pursuant to which the Company or any of its Subsidiaries has licensed from, or to, a third party any inventions, trade secrets, know-how, trademarks, trademark registrations, trade names, copyrights or other intellectual property; (xii) all management agreements, amendments thereto is in or proposed management agreements and amendments thereto (and all agreements related thereto) pursuant to which the Company manages any marina; and (xiii) any other agreement material breach to the Company’s business or under which the consummation of the Mergers would constitute a default thereof, thereunder (Y) no event has occurred which, with or without notice or lapse of time, would constitute a material breach or both) without the prior consent of another party thereto. (b) The Company is not in default of(with or without notice or lapse of time, or permit termination, modification, or acceleration under, the both) under any material term of any Material Agreement; or . To the knowledge of the Company, (Zi) no other party thereto is in default under the terms of any Material Agreement, and (ii) each Material Agreement is valid, binding and enforceable in accordance with its terms. The Company has not received any notice or has any knowledge that any other party is, in default in any of termination with respect under to any Material Agreement; and (c) neither . For purposes of this Section 4.12, the term “Material Agreement” does not include any agreement with respect to which the Company nor the Selling Shareholders have repudiated any material provision of the agreementhas no continuing obligations.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“each a "Material Agreement" and collectively the "Material Agreements”") to which either the Company or the Selling Shareholders Members are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 10,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock equity option, stock equity purchase, stock equity appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s 's employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000, or providing post-termination or severance payments or benefits benefits, or that cannot be cancelled without more than 30 days’ ' notice; (f) any agreement with any current or former officer, director, shareholder manager, member or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or membership interests or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “"off-the-shelf” " commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders Members are a party thereto: (aA) the agreement such Material Agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Members, and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(XB)(1) neither the Company nor the Selling Shareholders Member(s) party thereto is in material breach or default thereof, (Y2) no event has occurred which, with notice or lapse of time, or both, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the such Material Agreement; or , and (Z3) the Company has not received any notice or has and does not have any knowledge that any other party is, is in default in any respect under any such Material Agreement; and (cC) neither the Company nor the Selling Shareholders Members have repudiated any material provision of the agreementsuch Material Agreement.

Material Agreements. (i) Schedule 2.01(q) lists Except as set forth in Section 2.16 of the Vanishing Point Disclosure Schedule, and except for this Agreement and the agreements specifically referred to herein, Vanishing Point is not a party to or bound by any of the following contracts and other agreements (“Material Agreements”) with the following agreements, and the agreements referred to which either in Section 2.16 of the Company or Vanishing Point Disclosure Schedule collectively referred to as the Selling Shareholders are a party: "VANISHING POINT MATERIAL AGREEMENTS"): (a) any agreement (agreement, arrangement or group commitment that is material to the financial condition, results of related agreements) for the lease operations, business or prospects of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 Vanishing Point; (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company.Material Adverse Effect; (iic) The Company has made available any plan or contract regarding or providing for bonuses, pensions, options, stock purchases, deferred compensation, severance benefits, retirement payments, profit sharing, stock appreciation, collective bargaining or the like, or any contract or agreement with any labor union; (d) any employment or consulting contract or contract for personal services not terminable at will by Vanishing Point without penalty to Pubco either an original Vanishing Point; (e) any agreement for the purchase of any commodity, product, material, supplies, equipment or other personal property, or for the receipt of any service, other than purchase orders entered into in the ordinary course of business for less than $25,000 each and which in the aggregate do not exceed $100,000; (f) any agreement for the purchase or lease of any fixed asset, whether or not such purchase or lease is in the ordinary course of business, for a correct price in excess of $50,000; (g) any agreement for the sale of any commodity, product, material, equipment, or other personal property, or the furnishing by Vanishing Point of any service, other than contracts with customers entered into in the ordinary course of business; (h) any agreement providing for the purchase of all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (i) any agreement with any sales agent, distributor or OEM of products of Vanishing Point; (j) any agreement concerning a partnership or joint venture with one or more Persons; (k) any confidentiality agreement or any non-competition agreement or other contract or agreement containing covenants limiting Vanishing Point's freedom to compete in any line of business or in any location or with any Person; (l) any license agreement (as licensor or licensee); (m) any agreement with any present or former officer, director, consultant, agent or stockholder of Vanishing Point or with any Affiliate (as hereinafter defined) of any of them; (n) any loan agreement, indenture, note, bond, debenture or any other document or agreement evidencing a capitalized lease obligation or Indebtedness to any Person; (o) any agreement of guaranty, indemnification, or other similar commitment with respect to the obligations or liabilities of any other Person (other than lawful indemnification provisions contained in the Charter and complete copy By-Laws of each written Material AgreementVanishing Point); or (p) any other agreement (or group of related agreements or contracts) the performance of which involves consideration paid or received by Vanishing Point in excess of $50,000. Except as set forth on Schedule 2.01(q)Section 2.16 of the Vanishing Point Disclosure Schedule, with respect all of the Vanishing Point Material Agreements are in full force and effect, and Vanishing Point is not in default under any of them, nor to each Vanishing Point's knowledge is any other party to any such Vanishing Point Material Agreement to in default thereunder, nor does any event or condition exist which after notice or lapse of time or both would constitute a default thereunder which default would cause, either in any case or in the Company or the Selling Shareholders are aggregate, a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation Material Adverse Effect. Except as set forth in Section 2.16 of the Company Vanishing Point Disclosure Schedule, no approval or consent of any of person is needed in order that the Selling Shareholders and is Vanishing Point Material Agreements continue in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither following the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision consummation of the agreement.transactions contemplated by this Agreement and no Vanishing Point Material Agreement includes any provision the effect of which may be to terminate such contract or enlarge or accelerate any

Material Agreements. (i) Schedule 2.01(q2.02(n) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are Pubco is a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the CompanyPubco’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the CompanyPubco; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company Pubco of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the CompanyPubco, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the CompanyPubco; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyPubco. (ii) The Company Pubco has made available to Pubco the Company either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q2.02(n), with respect to each Material Agreement to which the Company or the Selling Shareholders are Pubco is a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Pubco and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.b)

Material Agreements. (ia) Schedule 2.01(q) lists Section 2.13 of the Company Disclosure Letter sets forth a true, correct and complete list of the following contracts and other agreements (whether written or oral and including all amendments thereto) to which the Company is a party or a beneficiary or by which the Company or any of its assets are bound (collectively, the “Material Agreements”): (i) to which either any real estate leases; (ii) any other agreement for the provision of services by the Company or that have accounted for revenues of more than One Thousand Dollars ($1,000) during any month since the Selling Shareholders are a party: Balance Sheet Date; (aiii) any agreement (creating, evidencing, securing, assuming, guaranteeing or group of related agreements) otherwise relating to any debt for which the lease of real Company is liable or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, imposed (or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which may impose) a security interest has been imposed Lien on any of its the assets, tangible or intangible; , of the Company; (div) any profit sharingcapital or operating leases or conditional sales agreements relating to personal property of the Company; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company is entitled or obligated to acquire any assets from a third party with a fair market value in excess of One Thousand Dollars ($1,000); (vi) any insurance policies; (vii) any employment, stock optionconsulting, stock purchase, stock appreciation, deferred compensation, severancenoncompetition, or other material plan separation agreements or arrangement arrangements; (viii) any agreement with or for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former Company Parent, officer, director, shareholder manager or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets employee of the Company, or any Affiliate of the Company, or any Person controlled by such individual or family member thereof; (ix) any license to which the Company is a party; (x) any agreement in which the Company has granted rights to license, sublicense or copy, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (xi) any written arrangement establishing a partnership or joint venture; and (xii) a list of all parties to any written arrangement concerning confidentiality, non-disclosure or noncompetition; (xiii) any written arrangement other than those described in the ordinary course of business; Sections 2.13(a)(i) through (ixii) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the Company.; and (iixiv) The Company has made available to Pubco either an original any other agreement or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement arrangement pursuant to which the Company or the Selling Shareholders are a party thereto: its Subsidiaries could be required to make or be entitled to receive aggregate payments in excess of Ten Thousand Dollars (a$10,000.00) the agreement is the legal, valid, binding, enforceable obligation or entered into outside of the Company or any ordinary course of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementbusiness.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ days notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco Propell either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (a) Section 4.13(a) of the Disclosure Schedules lists, as of the date of this Agreement, each written contract or agreement related to the Company and Amtran and to which the Company or Amtran is a party (each such written contract or agreement, a “Material Agreement”): (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either each agreement of the Company or the Selling Shareholders are Amtran involving a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments purchase price in excess of $25,000 200,000 or requiring performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled by the Company or Amtran, as the case may be, without penalty or without more than 90 days’ notice; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group all agreements that relate to the sale of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; or Amtran’s assets, other than in the Ordinary Course of Business, for consideration in excess of $200,000; (eiii) all agreements that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case involving amounts in excess of $200,000; (iv) except for agreements relating to trade payables, all agreements relating to indebtedness of the Company or Amtran, in each case having an outstanding principal amount in excess of $200,000; (v) all agreements between or among the Company or Amtran on the one hand and a Selling Party or any Affiliate of such Selling Party (other than the Company, Amtran, or Narayan Powertech PVT, Ltd.) on the other hand; (vi) all collective bargaining agreements or agreements with any labor organization, union or association to which the Company or Amtran is a party; (vii) all agreements that restrict the Company or Amtran, or any of their Affiliates, from competing with or engaging in any business activity anywhere in the world, or agreements that include supply or exclusivity provision or any “most favored nation,” “most favored pricing” or similar clause; (viii) all agreements concerning joint venture or partnership agreements, or the sharing of profits; (ix) all agreements with respect to the lease of Leased Real Property (the “Real Property Leases”); (x) all agreements with respect to the lease of personal property in excess of $75,000 per annum or $150,000 in the aggregate; (xi) all agreements with any Governmental Authority; (xii) all Government Contracts; (xiii) all agreements that contain any fixed or indexed pricing, “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, volume discounts, or rebates; (xiv) all agreements that, together with any related Material Agreements, provide for capital expenditures in excess of $100,000 for any single project or related series of projects (including a schedule of the amount of capital expenditures provided for pursuant to each such agreement); (xv) all agreements that provide for indemnification of a third party by the Company or Amtran; (xvi) all agreements with any Material Customer or Material Vendor; (A) all agreements for the engagement or employment of any former (to the extent of any ongoing liability) or independent contractor agreement providing current officer, director, manager, employee or other Person on a full-time, part-time, individual consulting or other basis with annual compensation in excess of $25,000 200,000 (except for any arrangements that can be terminated “at will” without any liability for severance or termination pay or any other obligations), (B) all agreements providing post-termination for the payment, in excess of $200,000, in relation to severance or severance payments a retention or any agreement providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby, (C) any indemnification, “change in control”, restrictive covenant, proprietary information and inventions assignment, or that cannot be cancelled without more than 30 days’ notice; other ancillary agreement or Contract with any directors, managers, officers, employees, or independent contractors of the Company or Amtran, or (fD) any agreement with relating to loans, in excess of $200,000, to any former (to the extent of any ongoing liability) or current or former employee, officer, directormanager, shareholder director or affiliate Affiliate; (xviii) all agreements or arrangements requiring the consent of any party thereto or containing any provision that would result in an acceleration, modification or termination of any rights or obligations of any party thereto upon, or providing any party thereto any remedy (including rescission or liquidated damages) in the event of, a direct or indirect change in control of any Person or the consummation of the Company; transactions contemplated by this Agreement; (gxix) any all nondisclosure, noncompete or confidentiality agreements relating or agreements regarding ownership and rights with regard to the acquisition (work produced by mergeremployees, purchase contractors or consultants of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; Amtran; (hxx) any all agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences Company or Amtran has advanced or loaned monies to any other Person or otherwise agreed to advance, loan or invest any funds (other than business expense advances to employees in the Ordinary Course of a default Business not in excess of $50,000 individually or termination could reasonably be expected to have a material adverse effect on $200,000 in the Company.aggregate); (iixxi) The Company has made available to Pubco either an original all settlement, conciliation or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), similar agreements with respect to each Material Agreement any Governmental Authority or pursuant to which the Company or Amtran will have outstanding obligations, in excess of $200,000, after the Selling Shareholders are a party thereto: date of this Agreement; (axxii) all powers of attorney or other similar agreement or grant of agency; or (xxiii) any other agreement entered into outside the agreement Ordinary Course of Business that is in effect with ongoing obligations and that is material to the legal, valid, binding, enforceable obligation operations or business of the Company or any Amtran. (b) Correct and complete copies of the Selling Shareholders Material Agreements listed (or required to be listed) in Section 4.13(a) of the Disclosure Schedules, together with all modifications and amendments thereto, have been delivered or made available to Buyer, except as set forth in Section 4.13(b) of the Disclosure Schedules. Neither the Company nor Amtran have received a notice of default, nor has any event occurred, to the knowledge of Seller, which with the giving of notice or the passage of time or both would constitute a default by the Company or Amtran, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any obligation under, any Material Agreement and, to the knowledge of Seller, (i) no other party is in default, nor (ii) has any event occurred which with the giving of notice or the passage of time or both would constitute a default by any other party or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by the Company or Amtran under, or in any manner release any party thereto from any obligation under, any such Material Agreement. Each of the Material Agreements is in full force and effect effect, is valid and enforceable in all material respectsaccordance with its terms against the Company or Amtran, as applicable, and to the knowledge of Seller, against the other party to the Material Agreement, and is not subject to bankruptcy and equitable remedies exceptions; (b)(X) neither any claims, charges, set-offs or defenses. Neither the Company nor the Selling Shareholders Amtran has modified, supplemented or amended any Material Agreement, or waived performance by any other party thereto of any covenant thereunder. Neither the Company nor Amtran has received any written notice of, nor to the has any other party made the Company or Amtran aware of, the decision or intention of any other party thereto to cancel, terminate or not renew any Material Agreement, whether in accordance with the terms of the respective Material Agreement or otherwise. To the knowledge of Seller, during the preceding five (5) years, no party to any of the Material Agreements has ever challenged or disputed any Material Agreement or otherwise taken any action against the Company or Amtran (in writing or otherwise) claiming that the Company or Amtran is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the such Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (ia) Schedule 2.01(q) 3.9 lists the following contracts and other agreements (“Company Material Agreements”) to which either the Company or the Selling Shareholders are any Subsidiary is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 5,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate of the Companyaffiliate; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets of the Companyassets, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect. (iib) The Company has made available to Pubco Buyer either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with With respect to each Material Agreement to which the Company or the Selling Shareholders are any Subsidiary is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither the Company nor the Selling Shareholders party thereto (A) is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated any no material provision of the agreementagreement has been repudiated.

Material Agreements. (a) Section 4.12 of the Target Disclosure Schedule sets forth a complete list of any of the following contracts to which Target is a party or by which Target is bound (each, a "Material Agreement"): ------------------ (i) Schedule 2.01(qall written management, compensation, employment or other contracts entered into with any executive officer, director or key employee of Target; (ii) lists all contracts under which Target has any outstanding indebtedness, obligation or liability for borrowed money or the following contracts deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability, in each individual case in an amount greater than $25,000 or, with respect to any related contracts, in the aggregate amount greater than $50,000; (iii) all bonds or agreements of guarantee or indemnification under which Target acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent) in an individual amount or potential amount greater than $25,000 or, with respect to any related obligations, in the aggregate amount greater than $50,000; (iv) all non-compete or similar agreements; (v) all partnership and joint venture agreements; (vi) all agreements relating to acquisitions or dispositions of any business or product line; (vii) all corporate insurance policies currently in effect and covering Target, its operations or personnel; (viii) all bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee of Target; (ix) all agreements (“Material Agreements”) pursuant to which either Target has agreed to pay a rebate other than any such agreements entered in the Company or the Selling Shareholders are a party: Ordinary Course of Business; (ax) all supply agreements with any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments Target's suppliers that have minimum volume requirements in excess of $25,000 50,000, together with any modification thereof or subsequent agreement related thereto; (xi) all agreements with brokers that are not terminable by Target upon 60 days' notice; (xii) all indemnification agreements or similar agreements the principal purpose of which is to provide for indemnification, and any other agreements with respect to which Target has any material indemnification obligations; (xiii) all agreements, together with any modification thereof or subsequent agreement related thereto, pursuant to which Target has licensed from, or to, a third party any inventions, trade secrets, know-how, trademarks, trademark registrations, trade names, copyrights or other Proprietary Rights, but excepting therefrom any commercially available off the shelf software; and (xiv) all contracts under which Target is obligated to pay or become obligated to pay more than $50,000 in any twelve month period or which are not terminable by Target on less than 90 days notice. (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) Target is not in default under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company terms of any operating business Material Agreement in a manner that permits the other party to adversely alter or material assets terminate any rights of Target or to collect damages thereunder. To the capital stock Knowledge of any other person; (h) any agreements for the sale of any of the assets of the CompanyTarget, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or no other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach default under the terms of any Material Agreement and (ii) each Material Agreement is valid, binding and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default ofaffecting creditors generally, or permit termination, modification, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or acceleration under, the Material Agreement; or (Z) the Company at law). Target has not received any notice or has any knowledge that any other party is, in default in any of termination with respect under to any Material Agreement; . (i) any purchase orders having a duration of one year or less for products, services or inventory issued or received in the Ordinary Course of Business, (ii) Ordinary Course of Business invoices and (ciii) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementagreement with respect to which Target has no continuing obligations.

Material Agreements. Schedule 3.1(o)(1) sets forth a true and complete list, and the Company has provided to the Parent complete copies (including all amendments and extensions thereof and all waivers thereunder) or, if oral, an accurate and complete description, of each of the following, whether written or oral, to which the Company is a party or is otherwise bound (each, a “Material Agreement”): (i) Schedule 2.01(q) lists the following contracts and all loan agreements, indentures, mortgages, notes, installment obligations, capital leases or other agreements or instruments relating to the borrowing of money (“Material Agreements”or guarantees thereof); (ii) all continuing contracts or commitments for the future purchase, sale or manufacture of products, materials, supplies, equipment or services requiring payment to which either or from the Company in an amount in excess of $75,000 per annum which are not terminable on 30 days’ or less notice without cost or other liability at or any time after the Selling Shareholders are a party: Closing Date, or in which the Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive rights relating to any product or service; (aiii) all contracts with any agreement Governmental Authority; (iv) all leases, subleases or group of related agreementsany other agreements or arrangements under which the Company has the right or license to use any personal property, whether tangible or intangible, owned or licensed by another Person; (v) for all agreements or arrangements under which any other Person has the lease of right or license to use any real property or personal property, whether tangible or intangible, owned, leased or licensed by the Company; (vi) all contracts or understandings which by their terms restrict the ability of the Company to conduct its business or to otherwise compete, including capital leasesas to manner or place; (vii) all joint venture or similar agreements or understandings; (viii) lease and other agreements pertaining to the Real Property; (ix) all collective bargaining, to employment, severance, consulting, nondisclosure or from any person providing for annual lease payments in excess confidentiality agreements, and agreements requiring a charge of $25,000 (b) any licensing agreementcontrol or parachute payments, or any agreement forming a partnership, strategic alliances, profit sharing other type of contract or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement understanding with any current or former officer, directoremployee or consultant, shareholder or affiliate of the Company; (g) any agreements relating other than pursuant to the acquisition (by mergerEmployee Benefit Plans, purchase of stock or assets or otherwise) which is not immediately terminable by the Company of any operating business without cost or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of liability to the Company; (x) all agreements with sales agents or representatives, wholesalers, distributors and dealers; (xi) all agreements concerning any Hazardous Materials; and (xii) all other than contracts, without regard to monetary amount, which were not entered into in the ordinary course of business; business consistent with past practice or which are material to the conduct of the Company’s business and not listed above. Except as disclosed on Schedule 3.1(o)(2), the Company is not, and to the knowledge of the Company, any other party thereto is not, in default under any Material Agreement and no event has occurred or is reasonably expected to occur which (after notice or lapse of time or both) would become a breach or default under, or would otherwise permit modification, cancellation, acceleration or termination of, any Material Agreement or would result in the creation of or right to obtain any Lien upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Company. Except as disclosed on Schedule 3.1(o)(3): (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respectsand is a valid and binding obligation of the Company, subject and, to bankruptcy and equitable remedies exceptionsthe knowledge of the Company, the other parties thereto; (b)(Xii) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) there are no event has occurred which, unresolved disputes with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under to any Material Agreement; and (ciii) neither the Company nor the Selling Shareholders have repudiated has no reasonable basis to believe that any material provision of the agreementparty to a Material Agreement intends either to modify, cancel or terminate such Material Agreement.

Material Agreements. (ia) The Seller Disclosure Schedule 2.01(q) lists the following contracts includes a complete and accurate list of all contracts, agreements, leases (other agreements (“Material Agreements”) than Property Leases, as hereinafter defined), and instruments to which either of the Company Companies is a party or the Selling Shareholders by which it or its properties or assets are a party: bound (a1) any agreement (which individually involve net payments or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments receipts in excess of $25,000 (b) any licensing agreementper annum, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group inclusive of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers contracts entered into with customers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than suppliers in the ordinary course of business; , or (i2) that pertain to employment or severance benefits for any outstanding agreements officer, director or employee of guarantyeither of the Companies, surety whether written or indemnificationoral, direct or indirectbut exclusive of contracts, by the Company; (j) any royalty agreements, licenses leases and instruments terminable without penalty upon 60 days' or less prior written notice to the other agreements relating party or parties thereto, or (3) to Intellectual Property which Xxxxxxxx, Xxxxxxx or the Selling Corporations are the opposing contracting party (excluding licenses pertaining the "Material Agreements"). (b) Neither of the Companies nor, to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee the knowledge of no more than $10,000); and (k) any of the Sellers, any other agreement party is in default under any Material Agreement and no event has occurred which the consequences (after notice or lapse of time or both) would become a breach or default under, or would permit modification, cancellation, acceleration or termination could of any Material Agreement or result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of either of the Companies, which, in any such case, has had or would reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect. (iic) The Company has made available to Pubco either an original or a correct and complete copy To the knowledge of each written Material Agreement. Except as set forth on Schedule 2.01(q)of the Sellers, with respect to each such Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect and is valid and legally binding and there are no material unresolved disputes involving or with respect to any Material Agreement. No party to a Material Agreement has advised either of the Companies that it intends either to terminate a Material Agreement or to refuse to renew a Material Agreement upon the expiration of the term thereof. No representation or warranty is made that all benefits contemplated in all material respects, subject to bankruptcy and equitable remedies exceptions; the Material Agreements will be received. (b)(Xd) neither the Company nor the Selling Shareholders party thereto IAI is not in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default violation of, or permit terminationin default with respect to, modificationany term of its Articles of Incorporation or Bylaws. None of the partners of GIR is in violation of, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in with respect to, any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision term of the agreementpartnership agreement of GIR.

Material Agreements. (a) SECTION 3.20 OF THE DISCLOSURE SCHEDULE lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company is a party or a beneficiary or by which the Company or any of its assets is bound and that is material to the Company (collectively, the "Material Agreements"), including without limitation (i) Schedule 2.01(qany real estate leases; (ii) lists any contracts for the following contracts and other agreements provision of goods or services by the Company; (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (aiii) any agreement evidencing, securing or otherwise relating to any indebtedness for which the Company is liable; (iv) any capital or group of related agreements) for the lease of real or personal property, including capital operating leases, value-added reseller, reseller, or conditional sales agreements relating to vehicles, equipment or other assets of the Company; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company is entitled or obligated to acquire any assets from a third party; (vi) any person providing for annual lease insurance policies; (vii) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (viii) any agreement with any shareholder of the Company (including Xxxxx), director, officer or employee of the Company, or any Affiliate or family member thereof; (ix) any joint marketing or similar agreement or arrangement; and (x) any other agreement or arrangement pursuant to which, based on historical or projected volume, the Company could be required to make, or be entitled to receive, aggregate payments in excess of $25,000 (b) 10,000 during any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any calendar year. Each of the Company’s employees; (e) any employment 's agreements are subject to the laws, rules or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements regulations relating to the acquisition (by mergerSmall Business Administration, purchase of stock Minority Business Enterprises or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyWomen Owned Business Enterprises. (iib) The Company has made available performed all material obligations required to Pubco either an original be performed by it in connection with the agreements and arrangements required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE and is not in receipt of any claim of default under any agreement or a correct and complete copy of each written Material Agreement. Except as set forth on arrangement required to be disclosed in such Schedule 2.01(q), with respect to each Material Agreement to which by this SECTION 3.20; the Company has no present expectation or the Selling Shareholders are a party thereto: (a) the intention of not fully performing any material obligation pursuant to any agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders arrangement required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE; and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or Xxxxx has any knowledge that of any breach or anticipated breach by any other party is, to any agreement or arrangement required to be disclosed in default in any respect under any Material Agreement; and SECTION 3.20 OF THE DISCLOSURE SCHEDULE. (c) neither The Company has delivered to Buyer a copy of the agreements and arrangements (including all amendments and modifications thereto) required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE and its standard form of customer agreement, all training manuals and a description (with any written or other instructional materials) of how the Company nor the Selling Shareholders have repudiated any material provision of the agreementoperates its business, undertakes projects for customers or trains its employees.

Material Agreements. (i) Schedule 2.01(q3.01(g) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders Vendor are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 50,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00050,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the CompanyVendor’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 50,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the CompanyVendor; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company Vendor of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the CompanyVendor, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the CompanyVendor; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the CompanyVendor. (ii) The Company Vendor has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q3.01(f), with respect to each Material Agreement to which the Company or the Selling Shareholders Vendor s are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Vendor and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders Vendor party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.or

Material Agreements. (a) SECTION 3.20 OF THE DISCLOSURE SCHEDULE lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company is a party or a beneficiary or by which the Company or any of its assets is bound and that is material to the Company (collectively, the "Material Agreements"), including without limitation (i) Schedule 2.01(qany real estate leases; (ii) lists any contracts for the following contracts and other agreements provision of goods or services by the Company; (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (aiii) any agreement evidencing, securing or otherwise relating to any indebtedness for which the Company is liable; (iv) any capital or group of related agreements) for the lease of real or personal property, including capital operating leases, value-added reseller, reseller or conditional sales agreements relating to vehicles, equipment or other assets of the Company; (v) any supply or manufacturing agreements or arrangements pursuant to which the Company is entitled or obligated to acquire any assets from a third party; (vi) any person providing for annual lease insurance policies; (vii) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (viii) any agreement with any stockholder, director, officer or employee of the Company, or any Affiliate or family member thereof; (ix) any joint marketing or similar agreement or arrangement; and (x) any other agreement or arrangement pursuant to which, based on historical or projected volume, the Company could be required to make, or be entitled to receive, aggregate payments in excess of $25,000 (b) 10,000 during any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Companycalendar year. (iib) The Company has made available performed all material obligations required to Pubco either an original be performed by it in connection with the agreements and arrangements required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE and is not in receipt of any claim of default under any agreement or arrangement required to be disclosed in such Schedule by this SECTION 3.20; the Company has no present expectation or intention of not fully performing any material obligation pursuant to any agreement or arrangement required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE; and neither the Company nor the Stockholders has any knowledge of any breach or anticipated breach by any other party to any agreement or arrangement required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE. (c) The Company has delivered to Buyer a correct and complete copy of each the agreements and arrangements (including all amendments and modifications thereto) required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE and its standard form of customer agreement, all training manuals and a description (with any written Material Agreementor other instructional materials) of how the Company operates its business, undertakes projects for customers or trains its employees. 3.21 CUSTOMERS. Set forth in SECTION 3.21 OF THE DISCLOSURE SCHEDULE is a complete list of customers as of June 24, 1998. Except as set forth on Schedule 2.01(q)in SECTION 3.21 OF THE DISCLOSURE SCHEDULE, no customer has advised the Company of such customer's intent to discontinue doing business with respect to each Material Agreement to which the Company or to reduce the Selling Shareholders are a party thereto: (a) volume of goods or services purchased from or supplied to the agreement is the legalCompany. Except as set forth in SECTION 3.21 OF THE DISCLOSURE SCHEDULE, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received from any customer either oral or written notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither of such customer's intention to terminate its account with the Company nor the Selling Shareholders have repudiated any material provision of the agreementCompany.

Material Agreements. (ia) Schedule 2.01(q) 3.13 lists the following contracts and other agreements (“Material Agreements”) to which either the Company or and the Selling Shareholders Benefactum Subsidiaries are a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its their current or former officers officers, directors and managers or any of the Company’s their employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate of the Companythem; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company or the Benefactum Subsidiaries of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets Assets of the CompanyCompany or the Benefactum Subsidiaries, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the CompanyCompany or the Benefactum Subsidiaries; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyCompany or the Benefactum Subsidiaries. (iib) The Company has made available to Pubco Parent either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q)3.13, with respect to each Material Agreement to which the Company or the Selling Shareholders are Benefactum Subsidiaries is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders Benefactum Subsidiaries, as the case may be, and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither (A) the Company nor and the Selling Shareholders party thereto is Benefactum Subsidiaries are not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or and (Ziii) the Company has and the Benefactum Subsidiaries have not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (ia) Schedule 2.01(q) 3.13 lists the following contracts and other agreements (“"Material Agreements”") to which either the Company or the Selling Shareholders are is a party: (ai) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (bii) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (ciii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assetsAssets, tangible or intangible; (div) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers officers, directors and managers or any of the Company’s 's employees; (ev) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 thirty (30) days’ ' notice; (fvi) any agreement with any current or former officer, director, shareholder shareholder, members, manager or affiliate of the Company; (gvii) any agreements relating to the acquisition (by merger, purchase of stock units or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (hviii) any agreements for the sale of any of the assets Assets of the Company, other than in the ordinary course of business; (iix) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (jx) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “"off-the-shelf” " commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (kxi) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyCompany including any customer agreements. (iib) The Company has made available to Pubco Buyer either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with With respect to each Material Agreement to which the Company or the Selling Shareholders are is a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(Xii) neither (A) the Company nor the Selling Shareholders party thereto is not in material breach or default thereof, thereof and (YB) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or and (Ziii) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 25,000; (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 50,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor any of the Selling Shareholders party thereto is in material breach or default thereof, and (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor any of the Selling Shareholders have has repudiated any material provision of the agreement.

Material Agreements. (a) Schedule 4.20 sets forth a brief description of all material written and oral contracts or agreements relating to SPIDER and its Subsidiaries (except with respect to the leases, which are set forth on Schedule 4.15, which is hereby incorporated by reference into Schedule 4.20 and made a part thereof), including without limitation any: (i) Schedule 2.01(q) lists the following contracts and contract resulting in a commitment or potential commitment for expenditure or other agreements (“Material Agreements”) to obligation or potential obligation, or which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) provides for the lease of real receipt or personal propertypotential receipt, including capital leases, to or from any person providing for annual lease payments involving in excess of Ten Thousand Dollars ($25,000 10,000.00) in any instance, or series of related contracts that in the aggregate give rise to rights or obligations exceeding such amount; (ii) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing or lending of money or encumbrance of assets involving more than Ten Thousand Dollars ($10,000.00) in each instance; (iii) agreement which restricts SPIDER or its Subsidiaries from engaging in any line of business or from competing with any other Person; (iv) warranties made with respect to products manufactured, packaged, distributed or sold by SPIDER or its Subsidiaries; or (v) any other contract, agreement, instrument, arrangement or commitment that is material to the condition (financial or otherwise), results of operation, assets, properties, liabilities, business or prospects of SPIDER or its Subsidiaries (collectively, and together with the leases, employment agreements, Employee Benefit Plans and all other agreements required to be disclosed on any Schedule to this Agreement, the "Material Agreements"). (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q)4.20, with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation none of the Company Material Agreements were entered into outside the ordinary course of business of SPIDER or its Subsidiaries, contain any provisions that will impair or adversely effect in any material way the operations of the Selling Shareholders and SPIDER or its Subsidiaries, or is reasonably likely to be performed at a material loss. (c) The Material Agreements are each in full force and effect and are the valid and legally binding obligations of SPIDER and its Subsidiaries and the other parties thereto, enforceable in all material respectsaccordance with their respective terms, subject only to bankruptcy bankruptcy, insolvency or similar laws affecting the rights of creditors generally and to general equitable remedies exceptions; principles. SPIDER and its Subsidiaries have not received notice of default by them under any of the Material Agreements. Neither SPIDER, nor its Subsidiaries nor any of the other parties to any of the Material Agreements are in default thereunder. SPIDER and its Subsidiaries have not received notice of the pending or threatened cancellation, revocation or termination of any of the Material Agreements. (b)(Xd) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration underExcept as otherwise indicated on Schedule 4.20, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party iscontinuation, in default in any respect under any Material Agreement; validity and (c) neither the Company nor the Selling Shareholders have repudiated any material provision effectiveness of the agreementMaterial Agreements under the current terms thereof will in no way be adversely affected by the consummation of the transactions contemplated by this Agreement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are is a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are is a party thereto: (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is not in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have has not repudiated any material provision of the agreement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 10,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,00010,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 10,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (aA) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(XB)(1) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y2) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z3) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (cC) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.

Material Agreements. (i) Schedule 2.01(q) lists the following contracts and other agreements (“Material Agreements”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments Except as set forth in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any Section 4.5 of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officerContributors Disclosure Letter, directortrue, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company. (ii) The Company has made available to Pubco either an original or a correct and complete copy (in all material respects) copies of each written all Material AgreementAgreements have been provided to Lessee. Except as set forth on Schedule 2.01(q), with respect to in Section 4.5 of the Contributors Disclosure Letter: (a) each Material Agreement to which the Company or the Selling Shareholders are a party thereto: (ai) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereofeffect, (Yii) has been duly authorized, executed and delivered by Contributors and, to Contributor's knowledge, the other parties thereto and (iii) is a legal, valid and binding obligation and enforceable against each of the parties thereto in accordance with its terms; (b) no event has occurred whichContributor nor, with notice or lapse of timeto Contributors' knowledge, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party isto a Material Agreement has, or to Contributors' knowledge has been alleged to have, defaulted, breached or violated any material term or condition thereof and no Contributor has received notice, whether written, oral or otherwise, of cancellation, termination, non-renewal or rejection in default in any respect under any bankruptcy of such Material Agreement; and ; (c) neither no Material Agreement contains any restriction or limitation on the Company nor ability of a Contributor to compete with any Person or to engage in any line of business with any Person that will be binding on Lessee or its Affiliates from and after the Selling Shareholders have repudiated Initial Closing; (d) except as provided in the Collateral Agreements, at the Initial Closing, there will be no marketing, management or other contracts pursuant to which any material provision Person other than the Contributors or Sprint on behalf of the other Contributors has the right to market or lease tower space to any Person at a Site; (e) except for the Material Agreements, there is no other material contract or agreement, other than any Collateral Agreement, relating to the construction, acquisition ownership, lease, operation, marketing, monitoring or maintenance of the Sites (other than Excluded Sites or Strategic Sites); and (f) no Contributor holds or has right to obtain, as a security deposit or similar collateral or security under a Collocation Agreement, any cash, cash equivalents, letters of credit or marketable securities; and (g) no Master Collocation Agreement provides reciprocal rights for a Contributor to collocate on a wireless communication tower owned or leased by a Tower Subtenant.

Material Agreements. 3.17.1 The rights and obligations of Parlex Shanghai under any agreements and commitments that exclusively or predominantly relate to the Business have been validly assigned to NewCo and all Government Authorizations and third party consents necessary for the assignment have been obtained. 3.17.2 None of the Companies is bound by any of the agreements and commitments listed in (i) Schedule 2.01(qto (xi) lists the following contracts below, except for such agreements and commitments which are listed or disclosed in Exhibit 3.17 (herein collectively "Material Agreements"). (i) Loan agreements and credit facilities, or other agreements (“Material Agreements”) to which either or instruments creating indebtedness of the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 US$ 50,000.00 or securing such indebtedness such as pledges, guarantees, securities or letters of comfort extended by the Company, to any third parties and that will continue in effect or with respect to which the Company will have any liabilities after the Closing Date; (bii) Patents, trademarks and know how license agreements which involve annual royalties in excess of US$ 50,000.00; (iii) Agreements relating to the acquisition, encumbrance or disposition (whether by stock or asset purchase, merger or otherwise) of fixed assets, interests in companies or businesses, partnerships or other business organizations, which in each case involve payment obligations in excess of US$ 50,000.00; (iv) Lease, leasehold or hereditary building right agreements relating to real and personal properties where the annual rent exceeds US$ 10,000.00; (v) Agreements with suppliers and customers (relating to the Business) which involve yearly payment obligations of more than US$ 50,000.00; (vi) Any contract for any licensing joint venture or any agreement relating to holding, voting or transferring any equity interests in any Company; (vii) Any agreement, contract or commitment containing any covenant limiting in any respect the right to engage in any line of business or to compete with any person or granting any exclusive distribution rights material to the Business; (viii) Any reseller, distributor, joint marketing, alliance, development or other agreement currently in force under which any Company has continuing material obligations to jointly market any product, technology or service material to the Business, or any material agreement forming pursuant to which any Company has continuing material obligations to jointly develop any intellectual property material to the Business that will not be owned, in whole or in part, by a partnershipCompany; (ix) Any agreement, strategic alliancescontract or commitment currently in force to provide source code or any other intellectual property, profit sharing know how or joint venturetrade secret to any third party, including any escrow agent, for any product or technology that is material to the Business; (x) Any material agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Business products, or any related service or technology or any material agreement, contract or commitment currently in force to sell or distribute any product of the Business; or (cxi) Any other agreement, contract or commitment applicable to the Business in connection with or pursuant to which Parlex Shanghai or any Company will spend or receive (or is expected to spend or receive), in the aggregate, more than US$ 50,000.00.during the current fiscal year or during the next fiscal year. 3.17.3 The Companies are not a party to: (i) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cancontract not be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than entered into in the ordinary course of business; (i) any outstanding agreements of guaranty, surety business or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements not on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company.arm's length terms; (ii) The Company has made available any contract restricting the Companies' freedom of action in relation to Pubco either an original its normal business activities; or (iii) any contract for the purchase or a correct use by the Companies of materials, supplies or equipment which is in excess of the requirements of the Companies' for its normal operating purposes. 3.17.4 To the Best Knowledge of the Warrantors, there are no contracts or obligations, agreements, arrangements or concerted practices involving the Companies and complete copy of each written Material Agreement. Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to no practices in which the Company Companies are engaged which are void, illegal, unenforceable, registrable or notifiable under or which contravene any anti-trust legislation or regulations anywhere in the Selling Shareholders are a party thereto: (a) world, nor have the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not Companies received any notice threat or has complaint or request for information or investigation in relation to or in connection with any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreementsuch legislation or regulations.