Common use of Contracts Clause in Contracts

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

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

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

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

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

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

Contracts. 4(p3(n) of the Disclosure Schedule lists the following contracts written agreements, or material oral agreements that would be reasonably considered to exist that were entered into and other agreements known by the Company, to which Target the Company or its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal or real property to or from any Person providing for lease payments in excess of $5,000 1,000,000 per annum; (ii) any agreement (or group of related agreements) for the purchase of products or sale services (in each case, other than agreements evidenced by purchase orders), under which the undelivered balance of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over such products and services has a period of more than 1 year or involve consideration selling price in excess of $5,0002,500,000; (iii) any agreement for the sale of products or services (in each case, other than agreements evidenced by purchase orders), under which the undelivered balance of such products or services has a sales price in excess of $2,500,000; (iv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, money in excess of $1,000,000 or any capitalized lease obligation, in excess of $5,000 250,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material non-competition agreement with which materially restricts the Seller and his Affiliates (other than Target)ability of the Company or any of its Subsidiaries to freely conduct its business; (vii) any profit sharingagreement with any of the Sellers and their Affiliates which will survive the Closing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit default of its current or former directors, officers, and employeeswhich would result in a Material Adverse Effect; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual with respect to any individual who received total compensation in 2002 in excess of $25,000 250,000 or who has an annual base compensation for 2003 in excess of $250,000, or any agreement providing material severance benefitsbenefits to any such person in excess of $250,000; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, managers and employees Employees outside the Ordinary Course of Business; (xi) any agreement under other agreement, the default of which the consequences of a default or termination could reasonably be expected to have would result in a Material Adverse Effect;; or (xii) any agreement under which it has granted regulating or controlling or otherwise affecting the voting or disposition of any Person capital stock or other proprietary interest of the Company or any of its Subsidiaries and any shareholder agreement or agreement relating to the issuance of any securities of the Company or any of its Subsidiaries or the granting of any registration rights (including, without limitation, demand with respect thereto and piggyback registration rights); (xiii) any settlement, conciliation which agreement does not terminate at or similar agreement, prior to Closing. The Company has made available to the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement or a summary of each material oral agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p3(n) of the Disclosure Schedule. With respect to each Each such agreement: (A) the agreement is legala valid and binding agreement of the Company or one of its Subsidiaries, valid, binding, enforceableas the case may be, and is in full force and effect in all material respects; (B) no and the Company has not received any notice that any such agreement is not a valid and binding agreement of each other party thereto. Neither the Company nor any of its Subsidiaries, and the Company has not received any notice that any other Person party thereto, is in material breach or defaultdefault under any such agreements, and no event has occurred that occurred, or, to the Knowledge of the Company, is alleged to have occurred, which constitutes or with notice or lapse of time or giving of notice or both, would constitute a material breach default under any such agreement, except, in each case, for such defaults which would not, individually or defaultin the aggregate, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreementreasonably be expected to have a Material Adverse Effect.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Contracts. 4(pSchedule 3.1(n) of the Disclosure Schedule lists the following contracts Contracts and other agreements to which Target Trupet is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will will: (A) extend over a period of more than 1 year one year; (B) result in a material loss to Trupet; or (C) involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any material agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness Indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien security interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition other than with clients and vendors in the ordinary course of business; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock unit option, stock unit purchase, stock unit appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former managers, directors, officers, and or employees; (viiivii) any collective bargaining agreement; (ixviii) any agreement other than on an employment-at-will basis for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits, if the amount payable after January 1, 2019 exceeds $50,000; (xix) any agreement under which it has advanced or loaned any amount of money to any of its managers, directors, officers, and officers or employees outside the Ordinary Course ordinary course of Businessbusiness; (xix) any agreement under which the consequences of a default or termination could reasonably be expected to may have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Effect on Trupet; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target 25,000. (xii) Trupet has delivered to Buyer BCC a correct and complete copy of each written agreement Contract listed in §4(p) of the Disclosure on Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule3.1(n). With respect to each such agreementContract: (Ai) the agreement Contract is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) no party Trupet has not received written notice from the counterparty that it is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Ciii) no party has repudiated any material provision of the such agreement.

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

Contracts. 4(pSchedule 4(ll) of the Disclosure Schedule lists the following contracts and other agreements to which Target Borrower or ALSC is a party:party (collectively, the “Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumPerson; (ii) any agreement (or group of related agreements) for the purchase purchase, sale or sale license, as applicable, of raw materials, commodities, supplies, products, software or other personal property, property or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership partnership, joint venture or joint venturelimited liability company agreements (excluding investment portfolio transactions in the Ordinary Course of Business); (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 obligation or under which it has imposed a Lien an Encumbrance on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Target)or including Borrower or Borrower’s Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, marketing agreement or other material plan or similar arrangement for between ALSC and any third party insurance carrier whereby ALSC has agreed to sell and solicit to the benefit of its current or former directors, officers, and employeesinsurance buying public insurance products underwritten by such third party insurance carrier; (viii) any collective bargaining agreementagreement between ALSC or Borrower and a third party entity pursuant to which the third party entity has agreed to provide third party administrative services, including without limitation billing and collection of premium on behalf of ALSC; (ix) any agreement relating to capital expenditures or purchases of assets or properties (other than purchase orders for such items in the employment Ordinary Course of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsBusiness); (x) any agreement under involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute which it has advanced or loaned not been fully performed, satisfied and discharged, other than any amount to any such contracts concerning the routine collection of its directors, officers, and employees outside debts entered into in the Ordinary Course of Business; (xi) any agreement under which the consequences granting to any Person a right of a default first refusal or termination could reasonably be expected option to have a Material Adverse Effectpurchase or acquire any capital stock, assets or rights of ALSC; (xii) any agreement all Agent Contracts under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights)ALSC is obligated as of the date of this Agreement to pay commissions; (xiii) any settlement, conciliation other contract that is material to the business and is not terminable upon 90 calendar days’ written notice without penalty or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000premium; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) other than Insurance Policies, the performance of which involves consideration in excess of $5,00025,000. Target has Borrower and ALSC have delivered to Buyer Lender, or have given Lender an opportunity to review, a correct and complete copy of each written agreement Contract listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule4(ll). With respect to each such agreementContract: (A) the agreement Contract is legal, valid, binding, enforceable, enforceable and in full force and effect in all material respectseffect; (B) ALSC is not in breach and, to the Knowledge of Borrower or ALSC, no other party is in material breach or default, and no neither Borrower nor ALSC has any Knowledge that any event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the agreementContract that would have a material adverse effect ; and (C) no party has repudiated any material provision of the agreementContract.

Contracts. 4(p(a) Section 2.13 of the Disclosure Schedule lists the following contracts and other agreements (written or oral) to which Target the Company is a partyparty as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to or from any Person third parties providing for lease payments in excess of $5,000 25,000 per annumannum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, products or for the furnishing or receipt of services, the services (A) which calls for performance of which will extend over a period of more than 1 year or involve consideration in excess one year, (B) which involves more than the sum of $5,00025,000, or (C) in which the Company has granted manufacturing rights, “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; (iii) any agreement concerning which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any (or may create, incur, assume or guarantee) indebtedness for borrowed money, or any (including capitalized lease obligation, in excess of obligations) involving more than $5,000 25,000 or under which it has imposed (or may impose) a Lien security interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller and his Affiliates (other than Target)employment or consulting agreement; (vii) any profit sharingagreement involving any officer, stock option, stock purchase, stock appreciation, deferred compensation, severance, director or other material plan stockholder of the Company or arrangement for any affiliate (as defined in Rule 12b-2 under the benefit of its current or former directors, officers, and employeesExchange Act) thereof (an “Affiliate”); (viii) any collective bargaining agreementagreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could would reasonably be expected to have a Company Material Adverse Effect; (xiix) any agreement under which it has granted contains any Person provisions requiring the Company to indemnify any registration rights other party thereto (includingexcluding indemnities contained in agreements for the purchase, without limitation, demand and piggyback registration rightssale or license of products entered into in the ordinary course of business); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvxi) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the performance ordinary course of business; and (xii) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which involves consideration in excess of $5,000. Target the Company is a party. (b) The Company has delivered or made available to Buyer the Parent a correct complete and complete accurate copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 2.13 of the Disclosure Schedule. With respect to each such agreementagreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (Ai) the agreement is legal, valid, bindingbinding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, enforceablevalid, binding and enforceable and in full force and effect immediately following the Closing in all material respectsaccordance with the terms thereof as in effect immediately prior to the Closing; and (Biii) no party neither the Company nor, to the knowledge of the Company, any other party, is in material breach or defaultviolation of, or default under, any such agreement, and no event has occurred that occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time or otherwise, would constitute a material breach or defaultdefault by the Company or, or permit termination, modification, or acceleration, under to the agreement; and (C) no party has repudiated any material provision knowledge of the agreementCompany, any other party under such contract.

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

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

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

Contracts. 4(pSection 4(o) of the Disclosure Schedule lists the following contracts and other agreements agreements, whether written or oral, to which Target any of the Company or its Subsidiaries is a party:party or otherwise bound (except those agreements contemplated by this Agreement or in connection with the restructuring in connection therewith): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments which extend over a period of more than 180 days or include consideration in excess of $5,000 per annum250,000; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year 180 days or involve consideration in excess of $5,000250,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning imposing confidentiality obligations on the Company or non-competitionits Subsidiaries; (vi) any material contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (vii) any agreement with the Seller Company and his its Affiliates (other than Targetthe Company and its Subsidiaries); (viiviii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (xxi) any contract, agreement or other arrangement with any officer or director of the Company or any of its Subsidiaries; (xii) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xixiii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlement, conciliation operations or similar agreement, results of operations of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced Company or loaned any other Person amounts in the aggregate exceeding $5,000its Subsidiaries; or (xvxiv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000250,000. Target The Company has delivered to the Buyer a correct and complete copy of each written agreement (as amended) listed in §4(pSection 4(o) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 4(o) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableenforceable (except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and by general equitable principles) and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable (except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and by general equitable principles), and in full force and effect in all material respects; on identical terms following the consummation of the transactions contemplated hereby, (BC) the Company is not, and to the Knowledge of the Company, no other party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) the Company has not, and to the Knowledge of the Company, no other party has repudiated any material provision of the agreement.

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

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

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

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

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

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

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

Contracts. 4(pSection 3(m) of the Disclosure Schedule lists the following contracts and other agreements to which Target MMM is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for aggregate remaining lease payments in excess of $5,000 per annum3,000; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Seller, or involve consideration in excess of $5,0003,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or or, guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 3,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller between MMM and his Affiliates (other than Target);its Affiliates (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesemployees which would result in liability to the Buyer; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation or similar agreement, the performance results of which will involve payment after the Closing Date operations of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000MMM ; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target The Seller has delivered furnished or made available to the Buyer a correct and complete copy of each written agreement listed in §4(pSection 3(m) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(m) of the Disclosure Schedule. With respect to each such agreementagreement required to be disclosed hereunder: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectssubject to laws limiting or affecting creditors' rights generally; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including and subject to the assignments and assumptions referred to in Section 2 above and the receipt of any necessary consents) subject to laws limiting or affecting creditors' rights generally; (C) no party is in material breach or default, in any material respect, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) to MMM 's knowledge no party has repudiated any material provision of the agreement. With respect to verbal employment arrangements, the Disclosure Schedule shall only be required to list the name, title, base compensation, and full or part-time status of employees and those consultants currently performing active services for the Seller.

Contracts. 4(p) of the Disclosure Schedule 5.15 lists the following contracts and other agreements pending Contracts to which Target the Company or any of its Subsidiaries is a party:party (collectively, the “Material Agreements”): (ia) any agreement Contract (or group of related agreementsContracts) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or Contract for the furnishing or receipt of servicesservices (or group of related Contracts), the performance of which will extend over a period of more than 1 year or involve involves consideration in excess of $5,00025,000 per annum; (iiic) any agreement concerning a partnership or joint venture; (iv) any agreement Contract (or group of related agreementsContracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligationobligation or pledged any assets, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (vd) any material agreement Contract concerning confidentiality any partnership or non-competitionjoint venture with the Company or any of its Subsidiaries; (vie) any material agreement with the Seller and his Affiliates (other than Target)non-compete agreement; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiif) any collective bargaining agreement; (ixg) any agreement Contract for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (xh) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement Contract under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiiii) any settlement, conciliation or similar agreementContract, the performance of which will involve payment after the Closing Date of consideration in excess of $5,00025,000; (xivj) any agreement Contract under which Target the Company or one of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or25,000; (xvk) any other agreement Contract with any Affiliate or any current officer, director, or shareholder of the Company or any of its Affiliates; (l) any Contract (or group of related agreementscontracts) that provides for any discount for services not in the Ordinary Course of Business; (m) Contracts with customers, suppliers or employees which provide for discounts, penalties or incentive payments that are in excess of $50,000 per annum and that are not in the Ordinary Course of Business; (n) any other Contract (or group of related Contracts), the performance of which involves consideration in excess of $5,00050,000. Target The Company has delivered made available to Buyer Purchaser a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule Material Agreement (as amended to date) listed on Schedule 5.15 and a written summary setting forth the material terms and conditions of each oral agreement Material Agreement referred to in §4(p) of the Disclosure Scheduleon Schedule 5.15. With respect to each such agreementMaterial Agreement: (Ai) the agreement Material Agreement is legal, valid, bindingbinding and enforceable against the Company or its Subsidiary, enforceableas the case may be, and in full force and effect in all material respectsshall so remain after Closing without the necessity of any consent, waiver, payment or notice, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, or by general equitable principles; (Bii) no party excluding matters relating to Performance Targets not yet met, none of the Company or any of its Subsidiaries is in material breach of or defaultdefault under, and no event has occurred that with notice or lapse of time would constitute a material breach of or defaultdefault under, or permit termination, modification, or acceleration, under the agreementany Material Agreement except for such breaches, defaults or events which have been cured; and (Ciii) no party has repudiated any excluding matters relating to Performance Targets not yet met, the Company and its Subsidiaries have in all material provision of the agreementrespects performed or is performing all obligations required to be performed by them, respectively, under each Material Agreement.

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

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

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

Contracts. 4(pSection 4(o) of the Disclosure Schedule lists the following contracts and other agreements (including oral contracts and agreements) to which Target Astro is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000200,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 50,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitioncompetition or the primary purpose of which is to prohibit Astro from disclosing proprietary information of a Third Party; (vi) any material agreement with the Seller any of Sellers and his their Affiliates (other than TargetAstro); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiiviii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiiiix) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,00050,000; (xivx) any agreement under which Target Astro has advanced or loaned any other Person amounts in the aggregate exceeding $5,00050,000; or (xvxi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000 (other than purchase orders). Target Astro has delivered or made available to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to listed in §4(pSection 4(o) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) to the Knowledge of Astro, no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) to the Knowledge of Astro no party has repudiated any material provision of the agreement.

Contracts. 4(pSchedule 3(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve which specifies consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the Seller between Target and his Affiliates (other than Target)its Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefitstime basis; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to would have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlement, conciliation operations or similar agreement, the performance results of which will involve payment after the Closing Date operations of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Target; or (xvxii) any other agreement (or group of related agreements) the performance of which involves specifies consideration in excess of $5,00010,000. Target has delivered to Buyer Parent or its counsel a correct and complete copy of each written agreement listed in §4(pSchedule 3(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 3(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, valid and binding on Target and in full force and effect in all material respects; (B) Target's Knowledge, no party is in material breach or default, and and, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated provided Target with notice of repudiation of any material provision of the agreement.

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

Contracts. 4(p4(o) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) each contract or agreement of any kind or nature entered into by any of the Company and Affiliates thereof, with any franchisee, sub-franchisee or area developer of the Company or any officer, principal, owner, shareholder or representative of any such franchisee or area developer; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 1,000.00 per annum; (iiiii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Company, or involve consideration in excess of $5,0001,000.00; (iiiiv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 1,000.00 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (vvi) any material agreement concerning confidentiality or non-competitionnoncompetition; (vivii) any material agreement with any of the Seller and his Sellers or their Affiliates (other than Targetthe Company); (viiviii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and officers or employees; (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 15,000.00 or providing material severance benefits; (xxi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessofficers or employees; (xixii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Company; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,0001,000.00. Target ▇▇▇▇▇ has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p4(o) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p4(o) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and and, to the Knowledge of the Sellers, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the agreement; and (CD) no neither the Company, nor to the Knowledge of the Sellers, has any other party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule SCHEDULE 3.19 lists the following contracts Contracts and other agreements to which Target the Company is a partyparty as of the date hereof: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 *** per annum;annum or a term of more than one (1) year; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, which involves consideration in excess of ***, or for the furnishing or receipt of services, the performance of which will extend over has a period of term more than 1 year six months, or involve involves consideration in excess of $5,000***; (iiic) any agreement concerning a partnership or joint ventureventure agreement; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 ***, or under which it has imposed a Lien Security Interest on any of its assetsAssets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition,***; (vif) any material agreement with any of the Seller Stockholders and his Affiliates (other than Target)their respective Affiliates; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement (including any Employee Benefit Plan) for the benefit of its current or former directors, officers, officers and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 ***, or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to would *** have a Company Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvk) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000***. Target The Company has delivered to Buyer Parent a correct and complete copy of each written agreement in Sections 3.19(a), (b), (c), (d), (f), (g), (h), (i) and (j) listed in §4(p) of the Disclosure Schedule (as amended to date) SCHEDULE 3.19 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSCHEDULE 3.19. The Company has delivered to Parent written agreements relating to its top twelve (12) of the Disclosure Scheduleclients and customers and has made available to Parent all other written agreements listed in SCHEDULE 3.19. With respect to each such agreement, and except as otherwise disclosed in SCHEDULE 3.19: (Ai) the such agreement is legal, valid, binding, enforceable, enforceable and in full force and effect in all material respects; (Bii) such agreement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respects following the consummation of the transactions contemplated hereby; (iii) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification of any material term or condition THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. or acceleration, under the such agreement; and (Civ) no party has repudiated any material provision of the such agreement.

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

Contracts. 4(p) Schedule 3.15 of the Company Disclosure Schedule lists sets forth the following oral or written contracts and other agreements to which Target the Company, Infocrossing or any of the other Subsidiaries is a party: (ia) any agreement (or group of related agreements, with the same third party or any of its Affiliates) for the lease of personal property to or from any Person providing for lease payments in excess of One Hundred Thousand Dollars ($5,000 100,000) per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of Fifty Thousand Dollars ($5,00050,000) for any one such agreement (or Two Hundred Fifty Thousand Dollars ($250,000) for any group of related agreements) per annum; provided, however, that this clause (b) shall not include any employment agreement included pursuant to clause (e) below or excluded from clause (e) below by virtue of the monetary threshold set forth therein; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements, with the same third party or any of its Affiliates) under which it the Company, Infocrossing or any of the other Subsidiaries has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Fifty Thousand Dollars ($5,000 50,000) per annum or under which it has imposed a Lien on any of its material assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with an employee of the Seller and his Affiliates Company, Infocrossing or any of the other Subsidiaries, providing for a base salary per annum in excess of One Hundred Thousand Dollars (other than Target$100,000); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvf) any other agreement (or group of related agreementsagreements with the same third party) the performance of which involves consideration or obligations valued in excess of Fifty Thousand Dollars ($5,000. Target has delivered 50,000) per annum; provided, however, that this clause (f) shall not include any employment agreement excluded from clause (e) above by virtue of the monetary threshold set forth therein; (g) any agreement (or group of related agreements with the same third party or any of its Affiliates) in respect of any loan or advance to, or investment in, any other Person, or any commitment to Buyer make any of the foregoing, by the Company, Infocrossing, or any of the Subsidiaries, in an amount in excess of Fifty Thousand Dollars ($50,000) excluding loans among the Company and its wholly owned Subsidiaries; (h) any agreement, indenture or other instrument which contains restrictions on the Company's, Infocrossing's or the other Subsidiaries' ability to pay dividends or otherwise make distributions with respect to their Capital Stock; (i) any agreement, contract or commitment limiting the ability of the Company, Infocrossing or any other Subsidiary to compete with any Person or engage in any line of business; (j) any agreement, contract or commitment with any Affiliate (other than a correct and complete copy of each written agreement listed in §4(pwholly owned Subsidiary) of the Disclosure Schedule Company; and (as amended to datek) and a written summary setting forth any other material agreement, contract or commitment not entered into in the material terms and conditions ordinary course of each oral agreement business. The foregoing are referred to in §4(p) of hereafter as the Disclosure Schedule"Material Contracts". With respect to each such agreementthe Material Contracts, except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (Ai) the agreement is legal, valid, binding, enforceable, and all are in full force and effect in all material respectseffect; (Bii) neither the Company, Infocrossing nor any of the other Subsidiaries and, to the Company's knowledge, no other party thereto, is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under any such Material Contract; (iii) neither the agreementCompany, Infocrossing nor any of the other Subsidiaries has assigned any of its rights or obligations under any of the Material Contracts; and (Civ) no party has repudiated neither the Company, Infocrossing nor any material provision of the agreementother Subsidiaries has received any outstanding notice of cancellation or termination in connection with any of them.

Contracts. 4(pSection 3(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a loss to Seller, or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it Seller has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it Seller has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with the involving any of Seller Stockholders and his their Affiliates (other than TargetSeller); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its Seller's current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 20,000 or providing material severance benefits; (x) any agreement under which it Seller has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingan adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, the performance future prospects of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Seller; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target Seller has delivered to Buyer a correct and complete copy of each written agreement listed in §4(pSection 3(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 3(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (C) neither Seller nor, to the Knowledge of Seller, any other party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. Section 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 12,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Company, or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 obligation or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any Affiliates of the Seller and his Affiliates (other than Target)Company; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 60,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business;; or (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000Company. Target The Company has delivered to the Buyer a correct and complete copy of each written agreement listed in §Section 4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §Section 4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) neither the Company nor to its knowledge any other party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

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

Contracts. 4(p) Attached as Schedule 3.14 is a list of the Disclosure Schedule lists the following contracts and other agreements to which Target Seller is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 1,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,0001,000; (iiic) any purchase order for products or services in excess of $1,000 that has not been completed or filled; (d) any agreement concerning a partnership or joint venture; (ive) any agreement (or group of related agreements) under which it Seller has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 1,000 or under which it has been imposed a Lien an Encumbrance on any of its assets, tangible or intangible; (vf) any material agreement concerning confidentiality or non-competitionnoncompetition; (vig) any material agreement with involving any of the members of Seller as a party and his Affiliates (Seller as the other than Target)party; (viih) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its current or former members, managers, directors, officers, and employeesofficers or Employees; (viii) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 1,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Business, financial condition, operations, results of operations or future prospects of the Business; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvk) any other agreement (or group of related agreements) the performance of which involves total annual consideration in excess of $5,0001,000. Target Seller has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) 3.14 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Scheduleagreement. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated by this Agreement; (Biii) no party is in material breach or default, and no event has occurred that which, with notice or lapse of time or both, would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 4.1(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year year, result in a material loss to Target, or involve consideration in excess of $5,00010,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller any of Sellers and his their Affiliates (other than Target); (vii) any profit sharing, stock or unit option, stock or unit purchase, stock or unit appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directorsmanagers, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 40,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directorsmanagers, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date Most Recent Fiscal Month End of consideration in excess of $5,0002,500 or imposition of monitoring or reporting obligations to any Governmental Entity outside the ordinary course of business; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,0001,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target has Sellers have delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed in Section 4.1(p) of the Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 4.1(p) of the Disclosure Schedule. With respect to each such agreement, to the Knowledge of Sellers: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has repudiated any material provision of the agreement.

Contracts. 4(p) Section 5.16 of the Company Disclosure Schedule Letter lists the following contracts written or oral contracts, agreements, commitments and other agreements arrangements to which Target the Company is a partyParty or by which the Company or any of its assets is bound, and lists or describes all contracts, agreements, commitments, and arrangements relating to the conduct of the business of the Company to which VisualTek is a party and the Company is not: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease that involves aggregate annual payments in excess of more than $5,000 per annum10,000; (iib) any agreement under which the consequences of a default or termination could have a Material Adverse Effect on the Company; (c) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000; (iiid) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors that involves aggregate annual payments of more than $10,000; (e) any agreement concerning a partnership or joint venture; (ivf) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, money or any capitalized lease obligation, obligation in excess of $5,000 10,000 or under which it a Security Interest has been imposed a Lien on any of its the Company's assets, tangible or intangible; (vg) any material agreement concerning confidentiality to which the Company is a party and which contains covenants of the Company not to compete or non-competitionengage in any line of business, in any geographic area or with any person or covenants of any other person not to compete with the Company or engage in any line of business of the Company; (vih) any material agreement with the Seller and his any Company Stockholder or any of such stockholder's Affiliates (other than Target)the Company) or with any Affiliate of the Company; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and officers or employees; (viiij) any collective bargaining agreement; (ixk) any agreement for the employment (other than employment agreements that are terminable at will by the Company without payment of any penalty or severance benefit) of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsbasis; (xl) any executory agreement under which it the Company has advanced or loaned any amount to any of its directors, officers, and employees; (m) any advertising services, e-commerce or other agreement involving the promotion of products and services of third parties by the Company; (n) any executory agreement pursuant to which the Company is obligated to provide maintenance, support or training for its services or products; (o) any revenue or profit participation agreement which involves aggregate annual payments of more than $10,000; (p) any license, agreement or other permission which the Company or any Affiliate of the Company has granted to any third party with respect to any of the Intellectual Property used in the Company's business; (q) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation clause or that obligates the Company to purchase all or substantially all of its requirements of a particular product or service from a supplier or to make periodic minimum purchases of a particular product or service from a supplier, which is not terminable on not more than 30 days notice (without penalty or premium); (r) any agreement of surety, guarantee or indemnification, other than agreements in the Ordinary Course of Business with respect to obligations in an aggregate amount not in excess of $10,000; (s) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (t) any agreement obligating the Company to deliver maintenance services or future product enhancements or containing a "most favored nation" pricing clause; (u) any agreement obligating the Company to provide source code to any third party for any Company Intellectual Property; (v) any agreement granting an exclusive license to any Company Intellectual Property or granting any exclusive distribution rights; (w) any agreement relating to the acquisition by the Company of any operating business or the capital stock of any other person; (x) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commissions or fees to employees outside in the Ordinary Course of Business;); and (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvy) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000 or which is expected to continue for more than one (1) year from the date hereof. Target The Company has delivered to Buyer Parent a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) listed in Section 5.16 of the Company Disclosure Letter and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 5.16 of the -26- Company Disclosure ScheduleLetter. With respect to each such agreement: (A) the agreement agreement, with respect to the Company and, to the Company's Knowledge, all other parties thereto, is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party neither the Company nor, to the Company's Knowledge, any other Party is in material breach or default, and no event has occurred that occurred, which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party Party has repudiated any material provision of the agreement; and (D) the Company does not have any reason to believe that the service called for thereunder cannot be supplied in accordance with its terms and without resulting in a loss to the Company. The Company has obtained or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of Parties to any such agreement as are required thereunder in connection with the Merger or to remain in effect without modification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of the Company's rights under such agreements to the same extent the Company would have been able to had the Merger not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay.

Contracts. 4(p) Section 3.11 of the Disclosure Schedule lists the following contracts and other agreements to which Target any Acquired Company is a party:party (each a "Contract" and collectively, the "Contracts"): (ia) any agreement (or group of related agreements) for the consignment or lease of machinery, equipment or other personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, machinery, equipment or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00050,000; (iiic) any capitalized lease, pledge, conditional sale or title retention agreement involving the payment of more than $50,000 in the aggregate; (d) any agreement concerning a partnership or joint venture; (ive) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (vf) any material agreement concerning confidentiality or non-competitionnoncompetition or otherwise prohibiting the Company or any of its Subsidiaries from freely engaging in any business; (vig) any material agreement with the Seller and his Affiliates (other than Target)or any of its Affiliates; (viih) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and or employees; (viiii) any license, royalty or other agreement relating to any Acquired Company's Intellectual Property; (j) any agreement containing commitments of suretyship, guarantee or indemnification (except for guarantees, warranties and indemnities provided by the Company or any Subsidiary in the ordinary course of business and those having a contract value, individually or in the aggregate of $25,000 or less); (k) any agreement involving a governmental body; (l) any collective bargaining agreement; (ixm) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xin) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, assets, conditions, properties or prospects of any Acquired Company; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvo) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000; or (p) any commitment to do any of the foregoing described in clauses (a) through (o). Target The Company has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(p) Section 3.11 of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 3.11 of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectsrespects and will continue to be so following the Closing; (B) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement. Except as specifically identified in Section 3.11 of the Disclosure Schedule, no Acquired Company is a party to any contract, agreement or understanding which contains a "change in control", "potential change in control" or similar provision which could be triggered by the transactions contemplated by this Agreement.

Contracts. 4(pSECTION 2.3(p) of the Company Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumPerson; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, may result in a material loss to the Company, or involve consideration in excess of $5,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller and his Sellers or their Affiliates (other than Targetthe Company); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 20,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Company; or (xvxii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00025,000. Target has delivered Upon request, the Sellers will deliver to the Buyer a correct and complete copy of each written agreement listed in §4(pSECTION 2.3(p) of the Company Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSECTION 2.3(p) of the Company Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) no the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the consummation of the transactions contemplated hereby; (C) neither the Company, nor to the Sellers' Knowledge, any other party is in material breach or default, and to the Sellers' Knowledge, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no neither the Company, nor to the Sellers' Knowledge, any other party has repudiated any material provision of the agreement.

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

Contracts. 4(p) Section 3.15 of the B&W Disclosure Schedule lists the --------- following contracts and other agreements to which Target Bacon & ▇▇▇▇▇▇▇ is a party:party or by which it is bound, other than such agreements among Bacon & ▇▇▇▇▇▇▇ and its Subsidiaries or the financial consequences of which are reflected in the B&W Financial Statements as of and for the fiscal year ended April 30, 2001, (the "Bacon & ▇▇▇▇▇▇▇ Contracts"): (ia) any agreement with a client or a supplier that involves turnover or expense in excess of (or group of related agreementsPounds)1,000,000 per annum; (b) any agreement for the lease of personal property to or from any Person person providing for lease payments in excess of $5,000 (Pounds)500,000 per annum; (iic) any agreement (or group of related agreements) for the purchase or sale lease of raw materials, commodities, supplies, products, or other personal real property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iiid) any agreement concerning constituting a partnership or joint venture; (ive) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 (Pounds)500,000 or under which it has imposed a Lien an Adverse Claim on any material amount of its assets, tangible or intangible; (vf) any material agreement concerning confidentiality exclusivity or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (viig) any profit sharing, stock option, stock equity purchase, stock equity appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directorspartners, officersassociates, and employeesemployees (other than the Employee Trust); (viiih) any collective bargaining agreementagreement or other agreement or arrangement with any trade union, staff association, staff works council or other organization; (ixi) any agreement for the employment or services of any individual on a full-time, part-time, consulting, self-employed or other basis providing annual compensation in excess of $25,000 or providing material severance benefits(Pounds)100,000; (xj) any agreement under which it has advanced or loaned any material amount to any of its directorspartners, officersassociates, and employees outside the Ordinary Course of Businessemployees; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of license involving consideration in excess of $5,000(Pounds)500,000 per annum; (xivl) any agreement under which Target has advanced or loaned any other Person amounts involving consideration in the aggregate exceeding $5,000excess of (Pounds)500,000 not terminable by Bacon & ▇▇▇▇▇▇▇ on less than six (6) months' notice; orand (xvm) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000(Pounds)1,000,000. Target has delivered Bacon & ▇▇▇▇▇▇▇ will make available to Buyer ▇▇▇▇▇▇ upon request a correct and complete copy of each written agreement listed in §4(p) Section 3.15 of the B&W Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 3.15 of the B&W Disclosure Schedule. With respect to each such agreement: , including those agreements with respect to which the financial consequences are reflected in the B&W Financial Statements as of and for the fiscal year ended April 30, 2001: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Ciii) to the Knowledge of the Management Group, no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule 3.11 lists the following contracts and other agreements to which Target the Company is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year one year, result in a material loss to the Company, or involve consideration in excess of $5,00010,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien an Encumbrance on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competition; (vif) any material agreement with the Seller and his Affiliates (other than Target)its Affiliates; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 10,000 or providing material severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiil) any settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company will have any material obligation after the date of this Agreement; (m) any agreement under which it the Company has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xivn) any agreement under which Target the Company has advanced or loaned any other Person any material amounts in the aggregate exceeding $5,000aggregate; or (xvo) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00010,000. Target The Company has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 3.11 (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 3.11. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or defaultdefault that was not cured, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

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

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

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

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

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

Contracts. 4(p(a) Section 2.11(a) of the Disclosure Schedule lists the following contracts and other agreements (written or oral) to which Target the Company is a partyparty as of the date of this Agreement: (i) any agreement for the sale or provision of water involving more than $ 25,000 per year; (or group of related agreementsii) any agreement for the lease of personal property from or to or from any Person third parties providing for lease payments in excess of $5,000 $ 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000year; (iii) any agreement concerning a partnership lease or joint venturesublease pursuant to which the Company leases or subleases from another party any real property; (iv) any agreement for the purchase of products or for the receipt of services by the Company pursuant to which Company has an obligation or a reasonable expectation to pay in excess of $ 50,000 in any consecutive twelve (12) month period; (v) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (vi) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any (or may create, incur, assume or guarantee) indebtedness for borrowed money, or any (including capitalized lease obligation, in excess of $5,000 obligations) involving more than $ 50,000 or under which it has imposed (or may impose) a Lien security interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement agreement for the benefit sale of its current or former directorsany of the Company’s assets, officersother than in the Ordinary Course of Business of the Company, and employeesfor consideration in excess of $ 50,000; (viii) any collective bargaining employment agreement; (ix) any agreement agreements for the employment acquisition of any individual on business, a full-timematerial amount of stock or assets of any other entity or any real property (whether by merger, part-timesale of stock, consultingsale of assets or otherwise), or in each case other basis providing annual compensation than in the Ordinary Course of Business and involving amounts in excess of $25,000 or providing material severance benefits50,000; (x) any agreement under which it has advanced involving any current or loaned any amount to any former officer, director or shareholder of its directors, officers, and employees outside the Ordinary Course of BusinessCompany or an Affiliate thereof that will remain in effect after the Closing Date; (xi) any agreement under which the consequences of a default or termination could by either the Company or its counterparty to the agreement would reasonably be expected to have a Company Material Adverse Effect;; and (xii) any other agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights);either involving more than $ 50,000 or not entered into in the Ordinary Course of Business of the Company. (xiiib) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target The Company has delivered to the Buyer a correct complete and complete accurate copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 2.11(a) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

Contracts. 4(p) of the Disclosure Schedule 4.14 hereto lists the following contracts --------- ------------- and other agreements to which the Target is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annumyear; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00010,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competitionnoncompetition; (vif) any material agreement with any of the Seller Principals and his their Affiliates (other than the Target); (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xik) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (includingmaterial adverse effect on the business, without limitationfinancial condition, demand and piggyback registration rights); (xiii) any settlementoperations, conciliation results of operations, or similar agreement, future prospects of the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000Target; or (xvl) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule 10,000. (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects; (Bii) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Ciii) no party has repudiated any material provision of the agreement.

Contracts. 4(pSection 6(n) of the Disclosure Schedule lists the following contracts and other agreements to which Target any of ▇▇▇▇▇▇▇▇ and its Subsidiaries is a party: (i) purchase orders in excess of $100,000; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 25,000 per annumannum or obligating ▇▇▇▇▇▇▇▇ or any of the Group Subsidiaries without a right to terminate such agreement without penalty within 60 days; (iiiii) any agreement (or group of related agreements) ), excluding purchase orders, for the purchase or sale of foreign currencies, raw materials, commodities, supplies, products, or other personal property, the distribution or marketing of products or for the furnishing or receipt of services, which cannot be terminated by ▇▇▇▇▇▇▇▇ or any of the performance Group Subsidiaries, without penalty, within 60 days, results in a loss to any of which will extend over a period of more than 1 year ▇▇▇▇▇▇▇▇ and the Group Subsidiaries, or involve involves consideration in excess of $5,00025,000; (iiiiv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 25,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his its Affiliates (other than Target▇▇▇▇▇▇▇▇ and the Group Subsidiaries); (vii) any agreement of ▇▇▇▇▇▇▇▇ or any of the Group Subsidiaries which provides benefits or requires any payment upon a change of control as a result of the consummation of the transactions contemplated hereby; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, time or part-time, consulting, time or other basis or for consulting services, providing annual compensation in excess of $25,000 75,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of BusinessBusiness (excluding the advancement of reasonable business expenses); (xi) any agreement under which the consequences of a default or termination could reasonably be expected to would have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,00050,000; (xiii) agreements with the top 15 artists (based on sales) providing material to ▇▇▇▇▇▇▇▇ and the Group Subsidiaries; or (xiv) any agreement pursuant to which ▇▇▇▇▇▇▇▇ or any of its Subsidiaries has agreed not to compete. Target The Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pSection 6(n) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 6(n) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, bindingbinding and enforceable with respect to ▇▇▇▇▇▇▇▇ or any applicable Group Subsidiary (and, enforceableto the Knowledge of the Seller, is valid, binding and enforceable with respect to any other party thereto), and in full force and effect in all material respectseffect; (B) no neither the Seller nor, to the Knowledge of the Seller, any other party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no neither the Seller nor, to the Knowledge of the Seller, any other party has repudiated any material provision of the agreement.

Contracts. 4(pSection 4(r) of the Disclosure Schedule lists the following contracts and other agreements to which Target the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 100,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,000100,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, Indebtedness in excess of $5,000 25,000 or under which it has imposed a Lien Security Interest (other than Permitted Encumbrances) on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competitionnoncompetition; (vi) any material agreement with any of the Seller Sellers and his their Affiliates (other than Targetthe Company); (vii) 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 directors, officers, and contractors or employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-full time, part-part time, consulting, or other basis (including, without limitation, any agreement for the lease of employees or similar arrangement) providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businesscontractors or employees; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effectan adverse effect on the business, financial condition, operations, results of operations, or future prospects of the Company; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000surety bonds; or (xvxiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000100,000. Target has The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in §4(pSection 4(r) of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(pSection 4(r) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respects, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity; (B) no none of the Company or, to the Knowledge of the Sellers, any other party thereto is in material breach or default, and and, to the Knowledge of the Sellers, no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any material provision of the agreement.

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

Contracts. 4(p) of the Disclosure Schedule 3.27 lists the following contracts and other agreements to which Target the Company is a partyparty on the date of this Agreement: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 10,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of servicesservices (including maintenance), the performance of which will extend over a period of more than 1 one year or involve consideration in excess of $5,00025,000 per annum; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 10,000 or under which it has imposed a Lien on any of its assets, tangible or intangibleintangible or any agreement under which it is a guarantor or otherwise is liable for any liability or obligation (including indebtedness) of any other Person; (ve) any material agreement concerning confidentiality or non-competitioncompetition or any other similar agreement or obligation which purports to limit the manner, industry, line of business or the localities in which the business of the Company is conducted, or which limits the customers or prospective customers that the Company may serve; (vi) any material agreement with the Seller and his Affiliates (other than Target); (viif) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiig) any collective bargaining agreement; (ixh) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance or change of control benefits; (xi) any agreement under which it has advanced or loaned any amount to any of its shareholders, directors, officers, and or employees (A) outside the Ordinary Course ordinary course of Businessthe Company’s business, or (B) in the ordinary course of the Company’s business but involving an aggregate amount in excess of $10,000; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xiik) each written distributorship, sales agency, sales representative, reseller or marketing, value added reseller, original equipment manufacturing, technology transfer, source code license or other license or other agreement containing the right to license or sublicense software, technology and/or any agreement under other intellectual property, in each case, to which it has granted any Person any registration rights the Company is a party (including, without limitation, demand and piggyback registration rightswhether as licensee or licensor); (xiiil) any settlement, conciliation or similar each agreement, option or commitment or right with, or held by, any third party to acquire any assets or properties, or any interest therein, of the performance of which will involve payment after the Closing Date of consideration Company, having a value in excess of $5,000; (xiv) any agreement under which Target has advanced 10,000, except for contracts for the sale of inventory, machinery or loaned any other Person amounts equipment in the aggregate exceeding $5,000ordinary course of the Company’s business; or (xvm) any other agreement (or group of related agreements) the performance of which involves consideration or creates an obligation on the part of the Company in excess of $5,00025,000. Target The Company has delivered provided the Buyer with access to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) 3.27 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSchedule 3.27. With respect to each any such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (Bii) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Civ) no party has repudiated any material provision of the agreement.

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

Contracts. 4(p) Section 7.15 of the Disclosure Schedule lists all of the --------- following types of contracts and other agreements to which Target either Merging Entity is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 50,000 per annum; (iib) any agreement (partnership or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000joint venture agreement; (iii) any agreement concerning a partnership or joint venture; (ivc) any agreement (or group of related agreements) under which it such Merging Entity has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 obligation or under which it has imposed a Lien Security Interest on any of its assets, tangible or intangible; (vd) any material agreement concerning confidentiality or non-competitionnoncompetition; (vie) any material agreement with any of the Seller Principal Stockholders and his their Affiliates (other than Targetsuch Merging Entity); (viif) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its such Merging Entity's current or former directors, officers, and or employees; (viii) any collective bargaining agreement; (ixg) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 50,000 or providing material severance benefits; (xh) any agreement under which it such Merging Entity has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business;; or (xii) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand . The Principal Stockholders and piggyback registration rights); (xiii) any settlement, conciliation the Merging Entities have or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has have delivered to Buyer the Acquiring Entities and APF a correct and complete copy of each written agreement listed in §4(p) Section 7.15 of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Section 7.15 of the Disclosure Schedule. With respect to each such agreementagreement set forth in Section 7.15 of the Disclosure Schedule: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material respectseffect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party Merging Entity is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (CD) no party has given notice to either of the Merging Entities that it has repudiated any material provision of the agreement.

Contracts. 4(p(a) Section 4.10(a) of the Disclosure Schedule lists sets forth a list of each written and oral contract or agreement (collectively, the following contracts and other agreements "Contracts") outstanding as of the date hereof to which Target Ivy is a party: (i) any agreement (or group of related agreements) for which involves the lease of personal property from or to or from any Person third parties providing for lease payments in excess of $5,000 1,000 per annum; (ii) any agreement under which it has created, incurred, assumed or guaranteed (or group may create, incur, assume or guarantee) indebtedness for borrowed money (including capitalized lease obligations) involving more than $1,000; (iii) which is in the nature of related agreementsan employment, consulting or severance agreement or collective bargaining agreement involving the payment of more than $1,000 or not entered into in the ordinary course of business; (iv) which is with any of the Stockholder and his Affiliates (other than Ivy); (v) which concerns confidentiality, nondisclosure or noncompetition; (vi) which is a profit sharing, stock option, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of its current or former directors, officers and employees; (vii) which by its terms is not terminable without liability and involves the payment or receipt of $1,000 or more; (viii) which the consequences of a default or termination could have an adverse effect on the business, assets, financial condition, operations, results of operations, or future prospects of Ivy; (ix) which is in the nature of a partnership, joint venture, or collaborative arrangement or relationship; (x) which involves the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will shall extend over a period of more than 1 year or involve consideration one (1) year, result in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumedfinancial loss to Ivy, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target 1,000; or (xi) which is outside of the ordinary course of business or contains any provision requiring Ivy to indemnify any other party thereto. (b) Ivy has delivered to Buyer UOL a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (Contract, as amended to date) , and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) Contract. All of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is Contracts are legal, valid, binding, enforceableenforceable in accordance with their respective terms against Ivy and any other parties thereto, and are in full force and effect on identical terms following the consummation of the transactions contemplated in all material respectsthis Agreement. There is not under any Contract: (i) any existing default, breach or violation by Ivy or by any other party thereto; (Bii) no party is in material breach or defaultan event which, and no event has occurred that with after notice or lapse of time or both, would constitute a material default or breach by Ivy or defaultby any other party, or permit termination, modification, or acceleration, under the agreementContract; and or (Ciii) no party has repudiated any material repudiation of any provision of the agreementany Contract.

Contracts. 4(p) of the Disclosure Schedule SCHEDULE 3.17 lists the following contracts Contracts and other agreements to which Target the Company is a partyparty as of the date hereof: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annumany amount or for a term of more than one (1) year; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance services of any amount or which will extend over has a period term of more than 1 year or involve consideration in excess of $5,000any duration; (iiic) any agreement concerning a partnership or joint ventureventure agreement; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 any amount, or under which it has imposed a Lien Security Interest on any of its assetsAssets, tangible or intangible; (ve) any material agreement concerning confidentiality or non-competition; (vif) any material agreement with the Seller and his Sole Stockholder or Affiliates (other than Target)of the Sole Stockholder; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement (including any Employee Benefit Plan) for the benefit of its current or former directors, officers, officers and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $25,000 or providing material severance benefitsbasis; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could reasonably be expected to have a Company Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xvk) any other agreement (or group of related agreements) the performance of which involves consideration in excess of One Thousand Dollars ($5,0001,000.00). Target The Company has delivered to Buyer a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (as amended to date) SCHEDULE 3.17 and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) of the Disclosure ScheduleSCHEDULE 3.17. With respect to each such agreement: (Ai) the such agreement is legal, valid, binding, enforceableenforceable and in full force and effect; (ii) such agreement will continue to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the consummation of the transactions contemplated hereby; (Biii) no party is in material breach or default, and no event has occurred that which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, modification or acceleration, under the such agreement; and (Civ) no party has repudiated any material provision of the such agreement.

Contracts. 4(p(a) Section 4.9(a) of the Disclosure Schedule lists the following contracts sets forth a list of each written and other agreements oral contract or agreement to which Target is Ivy has become a party: party since March 1, 1997 (collectively, the "New Contracts"): (i) any agreement (or group of related agreements) for which involves the lease of personal property from or to or from any Person third parties providing for lease payments in excess of $5,000 1,000 per annum; ; (ii) any agreement under which it has created, incurred, assumed or guaranteed (or group may create, incur, assume or guarantee) indebtedness for borrowed money (including capitalized lease obligations) involving more than $1,000; (iii) which is in the nature of related agreementsan employment, consulting or severance agreement or collective bargaining agreement involving the payment of more than $1,000 or not entered into in the ordinary course of business; (iv) which is with any of UOL and its Affiliates (other than Ivy); (v) which concerns confidentiality, nondisclosure or noncompetition; (vi) which is a profit sharing, stock option, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of its current or former directors, officers and employees; (vii) which by its terms is not terminable without liability and involves the payment or receipt of $1,000 or more; (viii) which the consequences of a default or termination could have an adverse effect on the business, assets, financial condition, operations, results of operations, or future prospects of Ivy; (ix) which is in the nature of a partnership, joint venture, or collaborative arrangement or relationship; (x) which involves the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will shall extend over a period of more than 1 year or involve consideration one year, result in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumedfinancial loss to Ivy, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target 1,000; or (xi) which is outside of the ordinary course of business or contains any provision requiring Ivy to indemnify any other party thereto. (b) Ivy has delivered or made available to Buyer Purchaser a correct and complete copy of each written agreement listed in §4(p) of the Disclosure Schedule (New Contract, as amended to date) , and a written summary setting forth the material terms and conditions of each oral agreement referred to in §4(p) New Contract. All of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is New Contracts are legal, valid, binding, enforceableenforceable in accordance with their respective terms against Ivy and any other parties thereto, and are in full force and effect on identical terms following the consummation of the transactions contemplated in all material respectsthis Agreement. There is not under any New Contract: 6 7 (i) any existing default, breach or violation by Ivy or by any other party thereto; (Bii) no party is in material breach or defaultan event which, and no event has occurred that with after notice or lapse of time or both, would constitute a material default or breach by Ivy or defaultby any other party, or permit termination, modification, or acceleration, under the agreementNew Contract; and or (Ciii) no party has repudiated any material repudiation of any provision of the agreementany New Contract.