Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): (i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on (a) With respect to the System, Schedule 1.68 and Schedule 2.1.44.17 lists all of the following material contracts (collectively, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date"Contracts"): (i) Contract for the future purchase ofemployment, consulting, bonus, deferred compensation, pension, welfare, or payment for, supplies or products, or for retirement agreements and commitments with the performance of services by another party, involving in any one case $10,000 or moreEmployees; (ii) Contract bonds, notes, mortgages, contracts, agreements, swaps or other derivatives or commitments for the repayment or borrowing of money by Seller, or for a line of credit including borrowings by Seller in the form of a guarantee of, indemnification for, or agreement to sell acquire any obligation of others, and all security or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)pledge agreements related thereto; (iii) Contract continuing over a period contracts, including management, operating or service agreements, contracts related to ongoing construction, including insurance contracts, surety bonds, architect agreement or consultant agreement, providing for payments in excess of more than six months from the date hereof or exceeding One Hundred Thousand Dollars ($10,000 100,000) by Seller in value any twelve (except for any Resident/Patient's Agreement)12) month period; (iv) representativecontracts, sales agency, dealer agreements or distributor Contract;commitments containing covenants purporting to limit the freedom of Seller or any Employee to compete in any business or in any geographic area; and (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract contracts not made in the ordinary course of business, providing for payments by Seller in excess of One Hundred Thousand Dollars ($100,000) in any twelve (12) month period. (b) Seller has made available to Purchaser true and complete copies of all the foregoing Contracts. (c) Seller has no liability for debt other than the debt reflected in the Seller's business consistent with past practice. Each Bonds and Notes. (d) All of the Contracts are in full force and other instrumentseffect. Seller has not, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, nor to the Knowledge of Seller and, to Seller's Knowledge has any other party thereto, are in compliance breached any provision of or defaulted under the terms of, nor does any condition exist which, with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder andcause Seller, or to the Knowledge of Seller, any other party, to Seller's Knowledge, a be in default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to under any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. (a) Except as listed and described disclosed, as required herein, on Schedule 1.68 and Schedule 2.1.4the attached Contracts Schedule, neither Seller nor any party acting on behalf of Seller is not, with respect to Seller's Knowledge and consent is ’s Table Games Business, a party to any written oral or oral (for which Purchaser shall be bound following the Closing Date):written: (i) Contract for the future purchase ofcontract with any labor union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, stock option or similar plan or practice, whether formal or informal, or payment for, supplies any severance agreement or products, or for the performance of services by another party, involving in any one case $10,000 or morearrangement; (ii) Contract to sell management agreement, contract for the employment of any officer, partner, individual employee or supply products other person on a full-time, part-time or to perform services, involving in consulting basis or providing for the payment of any one case $10,000 cash or more (except for any Resident/Patient's Agreement)other compensation or benefits upon the sale of Seller’s Table Games Business or prohibiting competition or the disclosure of trade secrets or confidential information; (iii) Contract agreement or indenture relating to Indebtedness or to mortgaging, pledging or otherwise placing a lien on any of Seller’s assets or letter of credit arrangements; (iv) agreements with respect to the lending or investing of funds; (v) nondisclosure or confidentiality agreements with respect to the Table Games Business; (vi) lease or agreement under which Seller is lessee of or holds or operates any property, real or personal, owned by any other party for which the annual rental exceeds $25,000; (vii) lease or agreement under which Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Seller; (viii) broker, distributor, vendor, customer or maintenance agreements; (ix) other contract or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding dates thereof, not terminable by Seller upon 30 days’ or less notice without penalty or involving more than $10,000 25,000; (x) contract which prohibits Seller from freely engaging in value Seller’s Table Games Business anywhere in the world; (except for xi) contract relating to the marketing, sale, distribution, reproduction, advertising or promotion of its products; (xii) franchise or agency agreements; (xiii) agreement with any Resident/Patient's Agreementofficer, director, employee, shareholder, or Affiliate of Seller or any individual related by marriage or adoption to any such individual or any entity in which any such Person owns any beneficial interest (collectively, the “Insiders”); (ivxiv) representative, sales agency, dealer warranty agreement with respect to products sold or distributor Contract; (v) lease indemnity agreement with any supplier to Seller’s Table Games Business under which Seller is either lessor obligated to indemnify such supplier against product warranty or lessee other than infringement or similar claims; (xv) agreements relating to ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (xvi) power of attorney executed by or on behalf of Seller; (xvii) agreements and licenses (including all inbound licenses) to which Seller is a party with respect to the Real Property Leasedany Seller’s Table Games Intellectual Property; (vixviii) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter agreements or group of credit agreement, loan agreement related agreements pursuant to which Seller has derived revenue or other Contract or consideration in excess of $5,000 in the aggregate for the borrowing or lending of money all such agreements (including and without limitation loans regard to or from Employees) or guaranteeprofits, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) licensecosts, franchise, distributorship or other agreementdeductions) between June 1, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by 2006 and the BusinessClosing Date; or (xxix) any other agreement material Contract to Seller’s Table Games Business, whether or not made entered into in the ordinary course Ordinary Course of Seller's business consistent with past practice. Each of Business. (b) Except as disclosed, as required herein, on the attached Contracts Schedule, (i) no contract or commitment required to be disclosed on the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable has been breached in accordance with its terms, Seller and, to Seller's Knowledge any material respect or cancelled by the other party thereto, are in compliance (ii) Seller has performed all obligations under the contracts required to be disclosed on the Contracts Schedule required to be performed by Seller and there is no material breach of or default under any lease, contract, commitment or other agreement to which Seller is a party with the provisions thereof, Seller and, respect to Seller's Knowledge ’s Table Games Business or any other party theretoevent which, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the upon giving of notice or lapse of time, time or both, would constitute such a default by Seller thereunder andbreach or default, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) Seller has no consent present expectation or approval intention of not fully performing any party obligation pursuant to any Contractcontract required to be disclosed on the Contracts Schedule, commitmentand (iv) each contract required to be disclosed on the Contracts Schedule is, lease or other instrumentto the best of Seller’s Knowledge, document or undertaking listed on Schedule 1.68 legal, valid, binding, enforceable and Schedule 2.1.4 is required for the execution of this Agreement or in full force and effect, and will continue as such following the consummation of the transactions contemplated herebyhereby (subject to bankruptcy, moratorium and similar laws and subject to the application of specific performance and other equitable principles). (c) Buyer has heretofore been supplied with a true and correct copy of all written contracts (and a true and correct written description of all oral contracts) which are disclosed on the attached Contracts Schedule, together with all amendments, exhibits, attachments, waivers or other changes thereto. (d) There are no contracts, licenses, or other agreements of any kind other than those disclosed, as required herein, on the Contracts Schedule that are used in or a part of Seller’s Table Games Business.

Contracts and Commitments. Except as listed and described on (a) Schedule 1.68 and Schedule 2.1.41.01(d) lists all agreements, neither whether oral or written, to which Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party party, which are currently in effect, and which relate to any written the operation of the Business or oral (for which Purchaser shall be bound following the Closing Date): Assets, including, without limitation: (i) Contract each contract for the future purchase employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such person; (ii) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assets; (iv) each lease or agreement relating to the Business under which Seller is lessee of, or payment forholds or operates any property, supplies real or productspersonal, owned by any other party, for which the annual rental exceeds $2,000; (v) each contract or group of related contracts (including purchase orders) with the same party for the performance purchase of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to perform the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $10,000 2,000; (viii) each contract which prohibits Seller from freely engaging in value business anywhere in the world; (except ix) each contract for the sale or distribution of any Resident/Patient's Agreement); of the products of the Business (iv) representativeincluding any distributor, sales agency, dealer or distributor Contract; and original equipment manufacturer contract); (vx) lease under which Seller is either lessor or lessee other than with respect each franchise agreement relating to the Real Property Leased; Business; (vixi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan each license agreement or other Contract or agreement providing for the borrowing payment or lending receipt of money (including without limitation loans to royalties or from Employees) or guarantee, pledge or undertaking of other compensation by Seller in connection with the indebtedness of any other Person; intellectual property rights listed in Schedule 1.01(g); (vii) Contract each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any charitable Asset; or political contribution; (viiixix) Contract limiting other agreement which is either material to the Business or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract was not made entered into in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable business. (b) Seller has performed all obligations required to be performed by it in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance connection with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are contracts or commitments contained in Schedule 1.01(d) and is not in default in the performance, observance or fulfillment receipt of any claim of default under any contract or commitment required to be disclosed under such caption; Seller has no present expectation or intention of not fully performing any material obligation, covenant obligation pursuant to any contract or condition contained therein, commitment required to be disclosed under such caption; and Seller has no event has occurred that with knowledge of any breach or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default anticipated breach by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services contract or commitment required to be rendered disclosed under such caption. (c) Prior to the date of this Agreement, Buyer has been supplied with a true and correct copy of each written contract or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease and a written description of each oral contract or commitment, contained in Schedule 1.01(d), together with all amendments, waivers or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebychanges thereto.

Contracts and Commitments. (a) Except as for the contracts, commitments, leases, licenses and agreements listed and described on Section 4.11 of the Company Disclosure Schedule 1.68 and Schedule 2.1.4(the "Company Agreements"), neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent the Company is a not party to any written or oral (for which Purchaser shall be bound following the Closing Date):subject to: (i) Contract for any agreement (or group of related agreements) which requires future expenditures by the future purchase of, or payment for, supplies or products, or for the performance Company in excess of services by another party, involving in any one case $10,000 or moreis otherwise material to the Company's business; (ii) Contract to sell any material contract or supply products agreement for the purchase or to perform servicessale of any commodity, involving product, material, supplies, equipment or other personal property, other than purchase or sale orders entered into in any one case $10,000 or more (except for any Resident/Patient's Agreement)the ordinary course of business consistent with past practices; (iii) Contract continuing over a period of more than six months from the date hereof any employment, consulting or exceeding $10,000 in value (except for any Resident/Patient's Agreement)independent contractor agreements; (iv) any distributor, sales representative, sales agencyagent, dealer commission or distributor Contractsimilar agreement, whether or not in writing; (v) lease under which Seller is either lessor any material license agreement (whether as licensor or lessee other than with respect to the Real Property Leasedlicensee) or royalty agreement; (vi) any agreement with any current or former stockholder, officer or director of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person; (vii) any agreement or other commitment with any person or entity containing covenants limiting the freedom of the Company or any of the Company’s affiliates, employees, directors, officers, consultants or agents to compete in any line of business or with any person or entity or in any geographical location or to use or disclose any information in their possession; (viii) any loan agreement, indenture, note, bond, debenture, bondguarantee or any other document or agreement evidencing a capitalized lease obligation or indebtedness to any person or any agreement of guaranty, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement indemnification or other Contract similar commitment with respect to the obligations or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness liabilities of any other Person; (viiix) Contract any agreement for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing the disposition of Company assets other than in any likeness the ordinary course of business consistent with any Personpast practices; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any agreement for the acquisition of the business or shares of another party (except repurchase rights in favor of the Company for shares of Company common stock owned by any employee, officer, director, consultant, or advisor to the Company); (xi) any contract or agreement concerning a partnership or joint venture with one or more Person; (xii) any lease of real property; (xiii) any agreement which contains a fixed penalty or liquidated damages clause for late performance or other material Contract default by the Company to the extent that such late performance or default would have a Material Adverse Effect on the Company; or (xiv) any other agreement or contract (or group of related agreements or contracts) to the extent not made otherwise disclosed in the ordinary course Company Disclosure Schedule, the performance of Seller's business consistent with past practicewhich involves consideration paid by the Company in excess of $10,000 in any one year period. (b) Correct and complete copies of all Company Agreements, including all amendments thereto, have been delivered to SOLS. The Company has not breached, is not in default under, and has not received written notice of any breach of or default under, any agreement required to be disclosed in Section 4.11 of the Company Disclosure Schedule (each, a “Material Contract”). To the Company’s knowledge, no other party to any Material Contract has breached or is in default of any of its obligations thereunder to the extent that such breach or default would have a Material Adverse Effect on the Company. Each Material Contract is in full force and effect, except in any such case for breaches, defaults or failures to be in full force and effect that do not currently have or would not have a Material Adverse Effect on the Company. Each Material Contract is a legal, valid and binding obligation of the Contracts Company and each of the other instrumentsparties thereto, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller andexcept that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, creditors' rights generally and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by general principles of equity. (c) The consent of, or on behalf the delivery of notice to or filing with, any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 a Material Contract is not required for the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated herebyunder the Agreement.

Contracts and Commitments. Except as listed Section 2.11 of the Company Disclosure ------------------------- Letter sets forth a list of each of the following oral or written contracts, agreements, understandings and described on Schedule 1.68 arrangements, a true and Schedule 2.1.4complete copy of each (or, neither Seller nor any party acting on behalf in the case of Seller with Seller's Knowledge and consent is an oral agreement, a party written summary of all of the material terms of which) has been provided to any written or oral (for which Purchaser shall be bound following the Closing Date):DoveBid: (ia) Contract Contract, agreement or other understanding or arrangement providing for payments by or to the future purchase of, Company in an aggregate amount of $50,000 or payment for, supplies or products, or for the performance of services by another party, involving more in any one case $10,000 or moreyear; (iib) Contract to sell Company IP Rights Agreement (as defined in Section 2.12), and contract, license, agreement or supply products other understanding or to perform services, involving in any one case $10,000 arrangement as licensor or more (except for any Resident/Patient's Agreement)licensee; (iiic) Contract continuing over a period Contract, lease, license, agreement or other understanding or arrangement for the lease of more than six months from the date hereof real or exceeding $10,000 in value (except for any Resident/Patient's Agreement)personal property; (ivd) representativeJoint venture contract or arrangement or any other agreement that involves or could involve a sharing of profits, sales agency, dealer expenses or distributor Contractlosses with any other party; (ve) lease under which Seller is either lessor Instrument evidencing or lessee other than with respect related in any way to the Real Property Leased; (vi) noteindebtedness for borrowed money by way of direct loan, debenturesale of debt securities, bondpurchase money obligation, conditional sale agreementsale, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the otherwise, except for trade indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made incurred in the ordinary course of Sellerbusiness and for no more than $50,000 in amount, and except as disclosed in the Financial Statements; (f) Contract, agreement or other understanding or arrangement containing covenants purporting to limit the Company's freedom to compete in any line of business in any geographic area, or which grants any exclusive rights or obligations; (g) Contract, agreement or other understanding or arrangement for or relating to the employment of any officer, employee, contractor, or consultant of the Company; (h) Contract, agreement or other understanding or arrangement for or relating to an acquisition or disposition of assets or securities of another person, other than in the ordinary course of business consistent with past practice. Each , or a merger or consolidation involving the Company; or (i) Any other agreement not specified above which is material to the business of the Contracts and other Company. All such agreements, contracts, plans, leases, instruments, documents arrangements, licenses and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is commitments identified in this Section 2.11 are valid and enforceable in accordance with its termsfull force and effect. The Company is not, Seller andnor, to Seller's the Knowledge of the Company, is any other party thereto, are in compliance breach or default under the terms of any such agreement, contract, plan, lease, instrument, arrangement, license or commitment, nor to the Knowledge of the Company, has any event occurred thereunder which, with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance passage of time or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered both will lead to such party after the Closing Date; and (iii) no consent a default. The Company does not have any liability for renegotiation of government contracts or approval of any party to any Contractsubcontracts, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyif any.

Contracts and Commitments. Except Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and described on Schedule 1.68 delivery locations and Schedule 2.1.4(iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, neither Seller nor contract or commitment with any party acting containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):such other person; (i) Contract for the future purchase of, any other agreement or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect instrument material to the Real Property Leased; (vi) noteBusiness, debenturethe Acquired Assets, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement the Other Equipment or other Contract the Inventory or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practicebusiness. Each There is no course of the Contracts and other instrumentsdealing, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its termswaiver, Seller andarrangement, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance understanding or fulfillment of any material obligation, covenant side letter or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party agreement applicable to any such contract of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebySeller.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor 10.1 Section 10.1 of Paragraph 9 (Specific Disclosures) of the Disclosure Letter sets forth a list of each of the following Contracts in effect at the Signing Date to which any party acting on behalf of Seller with Seller's Knowledge and consent Group Company is a party party, save where such Contracts are listed in another section of the Disclosure Letter (such Contracts set forth on such list, together with any purchase Contracts with any supplier listed in Section 13.2 of Paragraph 9 (Specific Disclosures) of the Disclosure Letter and any Contracts with any customer listed in Section 13.1 of Paragraph 9 (Specific Disclosures) of the Disclosure Letter (which purchase and customer Contracts need not be listed in Section 10.1 of Paragraph 9 (Specific Disclosures) of the Disclosure Letter) hereinafter referred to any written or oral (for which Purchaser shall be bound following as the Closing Date“Material Contracts”): (ia) Any Contract for the future purchase oflease, sub-lease, limited lease or payment for, supplies occupancy of any material Real Property (whether as lessor or products, or for the performance of services by another party, involving in any one case $10,000 or more;lessee). (iib) Any Contract with any director, officer or employee that is not cancellable by such Group Company on notice to sell be given in compliance with applicable Laws without Liability, penalty or supply products premium of any nature or to perform serviceskind whatsoever or under which such Group Company could incur remaining obligations in excess of $100,000, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement);other than a Contract of employment. (iiic) Other than any Contract continuing over a period with another Group Company, any loan Contract, promissory note, letter of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) notecredit, debenture, bondnote, conditional sale agreementmortgage, equipment trust agreementbank guarantee, letter of credit agreement, loan agreement performance or other Contract or for the borrowing or lending type of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship bond or other agreementevidence of indebtedness or an obligation for borrowed money, including those that relate in whole as a signatory, guarantor or in part to any patentotherwise, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made than bank guarantees and performance bonds in the ordinary course of Seller's business consistent business. (d) Other than any Contract with past practice. Each another Group Company, any Contract under which a Group Company has guaranteed the payment or performance of any person or entity, agreed to indemnify any person or entity outside the Group (except under Contracts entered into by such Group Company in the ordinary course of business) or to act as a surety, or otherwise agreed to be contingently or secondarily liable for the obligations of any person or entity. (e) Any consulting, development, joint development, license or similar Contract (i) relating to, or any Contract requiring the assignment or license of any interest in, any material part of the Contracts Group Intellectual Property or (ii) relating to, or any Contract under which any license is granted to a Group Company to use or practice, any material third party Intellectual Property. (f) Any Contract (i) prohibiting or restricting such Group Company or any of its employees from competing in any business or geographical area, or soliciting customers or employees, or otherwise restricting it from carrying on any business anywhere in the world or (ii) relating to the location of employees or a minimum number of employees to be employed by such Group Company. (g) Except as disclosed in Clause 10.1, any Contract (or group of related Contracts) of any nature under which there is any consideration or other expenditure payable in any 12 month period in excess of $1,000,000. (h) Any Contract concerning a partnership or joint venture or any Contract relating to the acquisition or disposition of any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit (whether by merger, sale of stock, sale of assets or otherwise). (i) Any Contract that is an Affiliate Arrangement. (1) the CPT Disposition Contract and (2) all schedules, exhibits, annexes, ancillary agreements, side letters and other instrumentsContracts related thereto or entered into in connection therewith; provided, documents that with respect to information described in the foregoing (2) that is subject to a confidentiality obligation of Seller as of the Signing Date, such information need not be provided by the Signing Date but Seller shall use its commercially reasonable endeavours to obtain the consent required to make such information available to Purchaser or Purchaser’s Representatives or insurers as soon as practicable following the Signing Date (subject to entry by the foregoing into customary confidentiality undertakings if required). 10.2 The Seller has made available in the Data Room correct and undertakings complete copies of all Contracts with (a) any material sales representative, dealer, distributor or franchisee, (b) any customer listed on Schedule 1.68 in Section 13.1 of Paragraph 9 (Specific Disclosures) of the Disclosure Letter and Schedule 2.1.4 (c) any supplier listed in Section 13.2 of Paragraph 9 (Specific Disclosures) of the Disclosure Letter. 10.3 No Group Company is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligationrespect under any Material Contract to which it is a party or is otherwise bound, covenant nor has any event or condition contained thereinomission occurred that, and no event has occurred that with through the passage of time or without the giving of notice or lapse of timenotice, or both, would constitute a default by Seller in any material respect thereunder or cause the acceleration of any of such Group Company’s obligations thereunder or result in the creation of any Encumbrance on any of the share capital or other equity securities (including the Sale Shares), or any of the assets, of such Group Company. Except as set forth in Section 10.3 of Paragraph 9 (Specific Disclosures) of the Disclosure Letter and to the Sellers’ knowledge, no third party is in default in any material respect under any Material Contract to which any Group Company is a party or is otherwise bound, nor has any event or omission occurred that, through the passage of time or the giving of notice, or both, would constitute a default in any material respect thereunder, or give rise to an automatic termination, or the right of discretionary termination thereof. Each Material Contract to which any Group Company is a party or is otherwise bound is in full force and effect (except where it has expired in accordance with its terms) and is a valid and binding agreement enforceable against such Group Company and, to Seller's Knowledgethe Sellers’ knowledge, a default by any the other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyparties thereto in accordance with its terms.

Contracts and Commitments. (a) Except as for the contracts, commitments, leases, licenses and agreements listed and described on Section 4.9 of the Company Disclosure Schedule 1.68 and Schedule 2.1.4(the “Company Agreements”), neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent the Company is a not party to any written or oral (for which Purchaser shall be bound following the Closing Date):subject to: (i) Contract for any agreement (or group of related agreements) which requires future expenditures by the future purchase of, or payment for, supplies or products, or for the performance Company in excess of services by another party, involving in any one case $10,000 or moreis otherwise material to the Company’s business; (ii) Contract to sell any material contract or supply products agreement for the purchase or to perform servicessale of any commodity, involving product, material, supplies, equipment or other personal property, other than purchase or sale orders entered into in any one case $10,000 or more (except for any Resident/Patient's Agreement)the ordinary course of business consistent with past practices; (iii) Contract continuing over a period of more than six months from the date hereof any employment, consulting or exceeding $10,000 in value (except for any Resident/Patient's Agreement)independent contractor agreements; (iv) any distributor, sales representative, sales agencyagent, dealer commission or distributor Contractsimilar agreement, whether or not in writing; (v) lease under which Seller is either lessor any material license agreement (whether as licensor or lessee other than with respect to the Real Property Leasedlicensee) or royalty agreement; (vi) any agreement with any current or former stockholder, officer or director of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person; (vii) any agreement or other commitment with any person or entity containing covenants limiting the freedom of the Company or any of the Company’s affiliates, employees, directors, officers, consultants or agents to compete in any line of business or with any person or entity or in any geographical location or to use or disclose any information in their possession; (viii) any loan agreement, indenture, note, bond, debenture, bondguarantee or any other document or agreement evidencing a capitalized lease obligation or indebtedness to any person or any agreement of guaranty, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement indemnification or other Contract similar commitment with respect to the obligations or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness liabilities of any other Person; (viiix) Contract any agreement for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing the disposition of Company assets other than in any likeness the ordinary course of business consistent with any Personpast practices; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any agreement for the acquisition of the business or shares of another party (except repurchase rights in favor of the Company for shares of Company common stock owned by any employee, officer, director, consultant, or advisor to the Company); (xi) any contract or agreement concerning a partnership or joint venture with one or more Person; (xii) any lease of real property; (xiii) any agreement which contains a fixed penalty or liquidated damages clause for late performance or other material Contract default by the Company to the extent that such late performance or default would have a Material Adverse Effect on the Company; or (xiv) any other agreement or contract (or group of related agreements or contracts) to the extent not made otherwise disclosed in the ordinary course Company Disclosure Schedule, the performance of Seller's business consistent with past practicewhich involves consideration paid by the Company in excess of $10,000 in any one-year period. (b) Correct and complete copies of all Company Agreements, including all amendments thereto, have been delivered to WBSI. The Company has not breached, is not in default under, and has not received written notice of any breach of or default under, any agreement required to be disclosed in Section 4.9 of the Company Disclosure Schedule (each, a “Material Contract”). To the Company’s knowledge, no other party to any Material Contract has breached or is in default of any of its obligations thereunder to the extent that such breach or default would have a Material Adverse Effect on the Company. Each Material Contract is in full force and effect, except in any such case for breaches, defaults or failures to be in full force and effect that do not currently have or would not have a Material Adverse Effect on the Company. Each Material Contract is a legal, valid and binding obligation of the Contracts Company and each of the other instrumentsparties thereto, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller andexcept that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, creditors’ rights generally and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by general principles of equity. (c) The consent of, or on behalf the delivery of notice to or filing with, any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 a Material Contract is not required for the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated herebyunder the Agreement.

Contracts and Commitments. Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.45.14 or as contemplated by this Agreement, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent the Company is not a party to any written or oral oral: (a) contract, agreement or arrangement for the employment of, or benefits to, any officer, individual employee, or other Person on a full-time, part-time, consulting or other basis; (b) instrument, agreement or indenture relating to Funded Indebtedness or to the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company; (c) factoring arrangement or other agreement involving the sale of the Company's accounts receivable to a third party at a discount; (d) guarantee of any obligation for borrowed money or otherwise; (e) agreement with respect to the lending or investing of funds; (f) lease or agreement under which Purchaser shall be bound following the Closing Date):Company is the lessee of or the holder or operator of any real or personal property owned by any other party; (g) lease or agreement under which the Company is the lessor of or permits any third party to hold or operate any real or personal property owned or controlled by the Company; (h) assignment, license, indemnification or agreement with respect to any form of intangible property, including, without limitation, any Intellectual Property or confidential information; (i) Contract for contract or group of related contracts with the future same party (excluding purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made orders entered into in the ordinary course of Sellerbusiness) for the purchase or sale of products or services under which the undelivered balance of such products and services has a selling price in excess of $20,000; (j) contract which prohibits the Company from freely engaging in business anywhere in the world; (k) contract relating to the purchase, distribution, marketing or sales of the Company or any other Person's products (other than purchase and sales orders entered into in the ordinary course of business consistent with past practicepractices and the performance of which by the parties thereto is reasonably expected to be substantially completed within sixty (60) days of the execution thereof); (l) contract with any Affiliate; or (m) other agreement or instrument material to the Business. Each of the Contracts and other instrumentsagreement, documents and undertakings listed lease, license, contract or commitment disclosed on Schedule 1.68 and Schedule 2.1.4 5.14 is valid and enforceable against the Company and the other parties thereto. Except as specifically disclosed in accordance with its termsSchedule 5.14, Seller and, the Company has performed in all material respects all obligations required to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are be performed by it and is not in default under or in the performance, observance or fulfillment breach of nor in receipt of any material obligationclaim of default or breach under any such agreement, covenant lease, license, contract or condition contained therein, commitment to which it is a party; and no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a default or breach under any such document. To the knowledge of timeSeller, no other party to any agreement, lease, license, contract, or both, commitment to which the Company is a party is in default under or in breach of such document and no event has occurred which with the passage of time or giving of notice or both would constitute result in a default by Seller thereunder andor breach under any such document. The Company has supplied the Buyer with (i) a true, to Seller's Knowledgecorrect and complete copy of each of the documents listed on Schedule 5.14, a default by any together with all amendments, waivers or other party changes thereto; , and (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf a complete description of any party all oral agreements to any of which the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 Company is required for the execution of this Agreement or the consummation of the transactions contemplated herebya party.

Contracts and Commitments. (a) Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.46.13, neither no Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent or Subsidiary is a party to or bound by any written of the following types of contracts, whether oral or oral (for written, which Purchaser shall be bound following are directly related to the Closing Date):Business: (i) Contract pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for the future purchase ofdeferred or other compensation to employees or any other employee benefit plan or arrangement, or payment for, supplies any collective bargaining agreement or productsany other contract with any labor union, or for the performance of services by another partyseverance agreements, involving in any one case $10,000 programs, policies or morearrangements; (ii) Contract contract relating to sell the employment or supply products severance of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis or contract relating to perform servicesloans to officers, involving in any one case $10,000 directors or more (except for any Resident/Patient's Agreement)other Insiders; (iii) Contract continuing over a period contract under which any Seller or Subsidiary has advanced or loaned any other Person any amount, other than trade credit extended in the Ordinary Course of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Business; (iv) representativeagreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, sales agencypledging or otherwise placing a Lien on any Purchased Asset, dealer or distributor Contractother than Permitted Liens; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leasedguaranty of any obligation; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter lease or agreement under which any Seller or Subsidiary is the lessor of credit agreement, loan agreement or other Contract permits any third party to hold or for operate any personal property owned or controlled by the borrowing Sellers or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other PersonSubsidiaries; (vii) Contract for any charitable contract or political contributiongroup of related contracts (excluding purchase orders issued or received in the Ordinary Course of Business) with the same party or group of affiliated parties the performance of which involves consideration in excess of $100,000; (viii) Contract limiting assignment, license, indemnification or restraining Seller or agreement with respect to any successor or assign from engaging or competing in intangible property (including, without limitation, any likeness of business with any PersonProprietary Rights); (ix) license, franchise, distributorship brokers or other agreement, including those that relate finders agreements; (x) contract or agreement prohibiting it from freely engaging in whole any business or competing anywhere in part to the world; (xi) any patent, trademark, trade name, service mark ▇▇ copyright contract or to agreement with any ideas, technical assistance customer or other know-how of or used by the Businesssupplier named on Schedule 6.27; or (xxii) any other material Contract not made agreement, other than in the ordinary course Ordinary Course of Seller's business consistent with past practice. Each Business, which relates to the Business or any Purchased Asset and involves a receipt or expenditure in excess of $100,000 annually. (b) All of the Assigned Contracts and other instrumentsare valid, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid binding and enforceable against the Sellers and, to the Knowledge of Sellers, against the other parties to the Assigned Contracts in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and as limited by general principles of equity that restrict the availability of equitable remedies. Each Seller and, and each Subsidiary has performed all material obligations required to Seller's Knowledge any other party thereto, are be performed by it and is neither in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not material default under or in default breach of nor in the performance, observance or fulfillment receipt of any material obligation, covenant claim of default or condition contained therein, and no breach under any Assigned Contract. No event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a material default, breach or event of time, noncompliance by the Sellers or both, would constitute a default by Seller thereunder andthe Subsidiaries or, to Seller's Knowledgethe knowledge of Seller Parent, a default by any other party thereto; (ii) except under any Assigned Contract. Except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been 6.13, (i) none of the Sellers has received by Seller by or on behalf written notice of the intention of any party to cancel or terminate any Assigned Contract and (ii) to the knowledge of Seller Parent, there has not been any breach or anticipated breach by the Contracts, commitments, leases other parties to any Assigned Contract. (c) The Seller Parent has made available to the Purchaser Parent a true and other instruments listed correct copy of all written contracts which are disclosed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract6.13, commitmentin each case together with all amendments, lease waivers, or other instrument, document or undertaking listed changes thereto (all of which are disclosed on Schedule 1.68 6.13). Schedule 6.13 contains an accurate and Schedule 2.1.4 is required for the execution complete description of this Agreement or the consummation all material terms of the transactions contemplated herebyall oral contracts referred to therein.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”), neither Seller Progressive nor any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party to or bound by any of the following (whether written or oral (for which Purchaser shall be bound following the Closing Dateoral, express or implied): (i) Contract employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangements; (ii) collective bargaining agreements, memorandums of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess of $50,000 in the aggregate; (vi) material contract or commitment for the future purchase of, of materials or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from sixty (60) days after the date hereof of this Agreement and not terminable upon notice of sixty (60) days or exceeding $10,000 in value (except for any Resident/Patient's Agreement)less; (ivvii) representative, sales agency, dealer contract or distributor Contractoption to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (vviii) lease under which Seller is either lessor contract, agreement or lessee other than letter with respect to the Real Property Leasedmanagement or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (viix) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter contract or indenture related to the borrowing by Progressive or any of credit agreement, loan agreement or its Subsidiaries of money other Contract or than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or lending resell agreements, letters of money credit and guaranties made in the ordinary course of business; (including without limitation loans xi) agreement with or extension of credit to any executive officer or from Employeesdirector of Progressive or any of its Subsidiaries or holder of ten percent (10%) or guarantee, pledge or undertaking more of the indebtedness issued and outstanding Progressive Stock, or any Affiliate of any other such Person; (viixii) Contract for agreement with any charitable executive officer or political contributiondirector of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (viiixiii) Contract limiting or restraining Seller lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any successor or assign from engaging or competing of its Subsidiaries to compete in any likeness line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (ixxvii) licenseany agreement between Progressive Bank, franchiseon the one hand, distributorship or and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Businesshand; or (xxviii) any contract, other material Contract than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of Seller's business consistent with past practice. business. (b) Each of the Contracts and other instrumentsProgressive Contract is legal, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its termsterms (subject to the effect of bankruptcy, Seller andinsolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to Seller's Knowledge any the knowledge of Progressive, the other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledgethe knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default by any other party thereto; (ii) except as set forth on Schedule 1.68 thereunder. A true and Schedule 2.1.4 no advance payments have complete copy of each Progressive Contract has been received by Seller by delivered or on behalf of any party made available to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyBFST.

Contracts and Commitments. (a) Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.4the attached Contracts Schedule, neither Seller the Company nor any party acting on behalf of Seller with Seller's Knowledge and consent the ContentGuard Subsidiary is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):any: (i) Contract contract for the future purchase ofemployment of any officer, individual employee or payment for, supplies other person on a full-time or products, or for the performance of services by another party, involving in any one case $10,000 or moreconsulting basis; (ii) Contract agreement or indenture relating to sell or supply products the borrowing of money or to perform servicesmortgaging, involving in pledging or otherwise placing an Encumbrance on any one case $10,000 of the Company’s or more (except for any Resident/Patient's Agreement)the ContentGuard Subsidiary’s assets; (iii) Contract continuing over a period guaranty of more than six months from the date hereof any obligation for borrowed money or exceeding $10,000 in value (except for any Resident/Patient's Agreement)other material guaranty; (iv) representativelease or agreement under which it is lessee of or holds or operates any personal property owned by any other party, sales agency, dealer or distributor Contractfor which the annual rental exceeds $50,000; (v) lease or agreement under which Seller it is either lessor of or lessee other than with respect permits any third party to the Real Property Leasedhold or operate any property, real or personal; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter contract or group of credit agreement, loan agreement or other Contract or related contracts with the same party for the borrowing purchase of products or lending services, under which the undelivered balance of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking such products and services has a selling price in excess of the indebtedness of any other Person$50,000; (vii) Contract for any charitable contract to dispose of, license or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part transfer to any patent, trademark, trade name, service mark ▇▇ copyright or Person any rights to any ideasIntellectual Property, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made than in the ordinary course of Seller's business consistent with past practice. Each ; or (viii) contract which prohibits the Company or the ContentGuard Subsidiary from freely engaging in business anywhere in the world. (b) A complete and accurate copy of all written contracts, agreements, instruments and plans which are referred to on the Contracts Schedule, together with all material amendments, waivers or other changes thereto, have been made available to the Buyer. (c) All of the Contracts contracts, agreements, instruments and other instruments, documents and undertakings plans listed on the Contracts Schedule 1.68 are valid, binding and Schedule 2.1.4 is valid in full force and effect and are enforceable by the Company or the ContentGuard Subsidiary in accordance with its termstheir terms (subject to the effects of bankruptcy, Seller andinsolvency, reorganization, moratorium, fraudulent conveyance or other Laws now or hereafter in effect relating to Seller's Knowledge any other party thereto, are in compliance with creditors’ rights generally and general principles of equity). Neither the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not Company nor the ContentGuard Subsidiary is in default in the performance, observance or fulfillment of any material obligationrespect under any contract, covenant agreement, instrument or condition contained thereinplan listed on the Contracts Schedule, and no event has occurred that with or without to the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Company’s Knowledge, a default by any no other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contractscontract, commitmentsagreement, leases and other instruments instrument or plan listed on the Contracts Schedule 1.68 and Schedule 2.1.4 for services to be rendered is in default under any such contract, agreement, instrument or products to be delivered to such party after plan. (d) Neither the Closing Date; and (iii) no consent or approval of any Company nor the ContentGuard Subsidiary is a party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation Tax Sharing Arrangement with any of the transactions contemplated herebySellers.

Contracts and Commitments. Except as listed The SPAR Disclosure Letter sets forth an accurate, correct and described on Schedule 1.68 complete list of all material agreements, contracts, commitments, arrangements and Schedule 2.1.4understandings, neither Seller nor written or oral, including all amendments and supplements thereto, of each SPAR Marketing Company (the "SPAR Contracts"), to which any party acting on behalf of Seller with Seller's Knowledge and consent SPAR Marketing Company is a party to or is bound, or by which any written or oral (for of their respective assets are bound, and which Purchaser shall be bound following the Closing Date):involve any: (ia) Contract agreement, contract, commitment or other legally binding arrangement with any present or former (within the past two years) officer, employee or material consultant involving annual salaries or minimum annual payments of $100,000 or more (excluding normal salesmen's commissions); (b) agreement, contract, commitment or other legally binding arrangement for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, a third party involving in any one case $10,000 100,000 or moremore (other than those that may be terminated without penalty); (iic) Contract agreement, contract, commitment or other legally binding arrangement to sell or supply products or to perform services, services involving in any one case $10,000 100,000 or more (except for any Resident/Patient's Agreementother than those that may be terminated without penalty); (iiid) Contract agreement, contract, commitment or other legally binding arrangement continuing over a period of more than six twelve months from the date hereof and requiring more than $100,000 in annual payments by a SPAR Marketing Company; (e) sales representative, sales agency or exceeding $10,000 in value similar agreement, contract, commitment or other legally binding arrangement with any Person not under the employ, control or direction of a SPAR Marketing Company; (except for f) agreement, contract, commitment or other legally binding arrangement containing a provision to indemnify any Resident/Patient's Agreementperson or entity or assume any tax, environmental or other non-ordinary course liability; (g) agreement, contract, commitment or other legally binding arrangement with any Governmental Entity (other than a SPAR Permit); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vih) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or contract for the borrowing or lending of money (including without limitation loans to money, or from Employees) or any guarantee, pledge or undertaking of or credit support for the indebtedness of any other Personperson by any SPAR Marketing Company; (viii) Contract agreement, contract, commitment or other legally binding arrangement for any charitable or political contribution; (viiij) Contract agreement, contract, commitment or other legally binding arrangement for any capital expenditure or leasehold improvement in excess of $100,000; (k) agreement, contract, commitment or other legally binding arrangement limiting or restraining Seller restraining: (i) any SPAR Marketing Company or any successor or assign thereto from engaging in the businesses of the SPAR Parties or PIA Parties post Merger (other than any customer contract not in excess of $100,000 that may contain such a prohibition with respect to the performance of services for the customer's competitors); or (ii) to the knowledge of any SPAR Marketing Company, any employee of any SPAR Marketing Company from engaging in or competing in any likeness with the businesses of business with any Person; (ix) license, franchise, distributorship the SPAR Parties or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how PIA Parties post Merger on behalf of or used by the BusinessParties; or (xl) agreement, contract, commitment or other legally binding arrangement of any other material Contract SPAR Marketing Company not made in the ordinary course of Seller's business consistent with past practice. Each (other than as would have been disclosable in one of the preceding clauses but for the amount or term thereof); in each case excluding the SPAR Premerger Agreements, the SPAR Realty Leases, the SPAR Personalty Leases, the SPAR Trademark Licenses, the SPAR Permits and this Agreement (which are not intended, and shall not be deemed or construed, to be SPAR Contracts). Except as otherwise set forth in the SPAR Disclosure Letter: (A) each of the SPAR Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its termsall material respects, Seller andexcept as may be limited by the Bankruptcy Exceptions; (B) each SPAR Marketing Company is, and to Seller's Knowledge any the knowledge of such SPAR Marketing Company, all other party theretoparties thereto are, are in material compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not thereof in default in the performance, observance or fulfillment of any all material obligation, covenant or condition contained therein, respects; and (C) no event SPAR Marketing Company is nor has occurred that with or without the giving of notice or lapse of time, or both, would constitute ever been a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services contract with any Governmental Entity subject to be rendered retroactive price redetermination or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyrenegotiation.

Contracts and Commitments. Except as listed (a) Schedule 2.16 attached hereto contains a true, complete and described on Schedule 1.68 correct list and Schedule 2.1.4description of the following contracts and agreements, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any whether written or oral (for which Purchaser shall be bound following collectively, the Closing Date"Contracts"): (i) Contract for all loan agreements, indentures, mortgages and guaranties to which the future purchase of, Seller is a party or payment for, supplies by which the Seller or products, or for the performance any of services by another party, involving in any one case $10,000 or moreits property is bound; (ii) Contract all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to sell any of the Assets to which the Seller is a party or supply products by which the Seller or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)of its property is bound; (iii) Contract continuing over all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a period party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than six months from $2,000 in the date hereof case of any single contract, agreement, commitment, understanding or exceeding $10,000 in value arrangement under which full performance (except for any Resident/Patient's Agreement)including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) representativeall collective bargaining agreements, sales agencyemployment and consulting agreements, dealer executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or distributor Contractstock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) lease under all agency, distributor, sales representative and similar agreements to which the Seller is either lessor or lessee other than with respect to the Real Property Leaseda party; (vi) noteall contracts, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement agreements or other Contract understandings or for arrangements between the borrowing Seller any stockholder or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking Affiliate of the indebtedness of any other PersonSeller; (vii) Contract for any charitable all leases, whether operating, capital or political contribution;otherwise, under which the Seller is lessor or lessee; and (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract not made in the ordinary course of Seller's business consistent with past practice. Each is a valid and binding agreement of the Contracts and other instrumentsSeller, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable against the Seller in accordance with its terms, and the Seller anddoes not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to Seller's Knowledge any other party theretobelieve that it will not be able to fulfill, are in compliance with when due, all of its obligations under the provisions thereof, Contracts which remain to be performed after the date hereof; (iii) the Seller and, to Seller's Knowledge any other party thereto, are is not in breach of or default in the performance, observance or fulfillment of under any material obligation, covenant or condition contained thereinContract, and no event has occurred that which with the passage of time or without the giving of notice or lapse both would constitute such a default, result in a loss of timerights or result in the creation of any lien, charge or bothencumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller thereunder is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to Seller's Knowledgeresult in, a default by any other party thereto; loss. (iic) except Except as set forth on Schedule 1.68 2.3 or Schedule 2.16, the continuation, validity and Schedule 2.1.4 no advance payments have been received effectiveness of each Contract will not be affected by Seller by or on behalf of any party the transfer thereof to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of Buyer under this Agreement or and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the consummation of Seller to the transactions contemplated herebyBuyer.

Contracts and Commitments. Except as listed (a) Schedule 4.10 lists each of the contracts and agreements of the types described on Schedule 1.68 and Schedule 2.1.4below, neither whether written or oral, to which any Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral is otherwise bound as of the date hereof (for which Purchaser shall be bound following the Closing Date“Material Contracts”): (i) Contract for all Client engagements and similar arrangements pursuant to which any Seller has agreed to provide services, other than engagements that have been fully performed, all amounts have been fully paid by the future purchase ofClient, and no obligations remain to be performed by any Seller or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreClient; (ii) Contract to sell all management agreements, or supply products contracts prohibiting competition or to perform services, involving in any one case $10,000 the disclosure of Trade Secrets or more (except for any Resident/Patient's Agreement)confidential information; (iii) Contract all agreements or indentures relating to Indebtedness or placing a Lien on any of the Purchased Assets or letter of credit arrangements; (iv) all licenses or royalty agreements; (v) all nondisclosure or confidentiality agreements pursuant to which any Seller is obligated to maintain the confidentiality of, or not to disclose, designated information; (vi) all leases or agreements under which any Seller is lessee of or holds or operates any personal property leases; (vii) all broker, distributor, vendor or maintenance agreements; (viii) all other contracts or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representativedates thereof, sales agency, dealer not terminable by such Seller upon 30 days’ or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including less notice without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Personpenalty; (ix) licenseall consulting, franchisemaintenance or any other similar agreements, distributorship contracts or other agreementcommitments (including any employee leasing or outsourcing arrangement); (x) all agreements under which independent contractors or subcontractors are retained to provide services to Sellers’ Clients on behalf of Sellers; (xi) all contracts which prohibit Sellers or, after the Closing, will prohibit Buyers or any of their Affiliates, from freely engaging in business anywhere in the world; (xii) all contracts with any officer, director, employee, shareholder, or Affiliate of any Seller (or any individual related by marriage or adoption to any such individual or any entity in which any such Person owns any beneficial interest); (xiii) all agreements relating to ownership of or investments in any business or enterprise, including those that relate investments in whole joint ventures and minority equity investments; (xiv) all powers of attorney executed by or on behalf of any Seller pursuant to which such Seller has granted another Person authority to act in part such Seller’s name or on such Seller’s behalf; (xv) all material contracts and licenses (including all inbound licenses) to which any Seller is a party with respect to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the BusinessIntellectual Property Rights; or (xxvi) any all other agreements material Contract to the Business not made entered into in the ordinary course of Seller's business consistent business. (b) Sellers have made available to Buyers a true and correct copy of all written Material Contracts (and a true and correct written description of any oral Material Contracts), together with past practiceall amendments, exhibits, attachments, waivers or other changes thereto. Each of the Contracts and other instruments, documents and undertakings listed Except as set forth on Schedule 1.68 and Schedule 2.1.4 4.10, each written Material Contract is valid legal, valid, binding and enforceable by and against such Seller in accordance with its termsterms and is in full force and effect, Seller andexcept as enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity. Except as set forth on Schedule 4.10, neither Sellers nor, to Seller's Knowledge Sellers’ Knowledge, any other party theretoparty, are is in compliance with the provisions thereof, Seller and, to Seller's Knowledge breach or default under any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained thereinMaterial Contract, and no event has occurred that with conditions or without the giving of events exist, such that, after notice or lapse of time, time or both, would constitute a default by Seller thereunder andunder a written Material Contract on the part of Sellers or, to Seller's Sellers’ Knowledge, a default by on the part of any other party thereto; (ii) parties to the Material Contracts, except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments for any breaches, defaults, terminations, modifications, accelerations, conditions or events which have been received by Seller by cured or on behalf of any party waived or which would not be material to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyBusiness.

Contracts and Commitments. Except as listed Section 2.15 of the Disclosure Schedule contains a complete and described on Schedule 1.68 and Schedule 2.1.4accurate list of all contracts (written or oral), neither Seller nor plans, undertakings, commitments or agreements ("Contracts") of the following categories to which the Company or any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (a) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or stockholders of the Company, and all severance, change in control or similar arrangements with any officers, employees or agents of the Company that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment to any written officers, employees or oral (for which Purchaser shall be bound following the Closing Date): (i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking agents of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or Company following either the consummation of the transactions contemplated hereby, termination of employment, or both; (b) labor contracts; (c) material distribution, franchise, license, sales, agency or advertising contracts; (d) Contracts for the purchase of inventory which are not cancelable (without material penalty, cost or other liability) within one (1) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities in excess of $400,000 which are not cancelable (without material penalty, cost or other liability) within ninety (90) days, other than purchase orders made in the ordinary course of business consistent with past practice; (e) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $250,000; (f) Contracts (other than Leases) containing covenants limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (g) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of the Company or its Subsidiaries; and (h) any Contract where the customer under such Contract is a federal, state or local government. True copies of the written Contracts identified in Section 2.15 of the Disclosure Schedule have been delivered or made available to Parent.

Contracts and Commitments. Except as listed Section 3.13 of the Disclosure Schedule sets forth a list of all of the following agreements, contracts and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor commitments to which the Company or any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party or by which the Company, any of its Subsidiaries or their respective assets are bound (each, a “Material Contract”): (a) Employment, termination, severance, indemnification, collective bargaining or other agreements or arrangements with any employee, director, independent contractor, consultant, distributor or sales representative earning in excess of $100,000 per year; (b) any change of control agreements; (c) agreements, contracts, commitments or arrangements granting exclusivity or containing any covenant limiting the ability of the Company or its Subsidiaries to engage in any written line of business or oral to compete with any business or Person; (d) agreements or contracts with the Seller or any officer, director, employee, of Seller (other than employment, severance and change of control agreements covered by clause (a) or (b) above) under which amounts in excess of $100,000 are payable; (e) agreements or contracts related to Company Debt or under which the Company or any of its Subsidiaries has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness; (f) leases or licenses pursuant to which Purchaser shall be bound following personal, intellectual or real property is leased or licensed to or from the Closing Date):Company or any of its Subsidiaries (including all Real Estate Leases); (g) guaranties, suretyships or other contingent agreements of the Company or its Subsidiaries; (h) any agreement, contract, commitment or arrangement relating to capital expenditures with respect to the Company or its Subsidiaries and involving future payments which exceed $250,000 in any 12-month period; (i) Contract for any agreement, contract, commitment or arrangement relating to the future purchase of, acquisition or payment for, supplies or products, or for the performance disposition of services by another party, involving in any one case $10,000 or more; assets (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each ) or any capital stock of any business enterprise; (j) any tax sharing or tax allocation agreement or agreement with respect to a partnership, joint venture or similar cooperative activity; (k) contracts or purchase orders pursuant to which the Company or its Subsidiaries will receive or pay in excess of $1,000,000 over any twelve- month period; (l) all agreements and contracts containing “take or pay” provisions; (m) all powers of attorney executed on behalf of the Contracts Company or any of its Subsidiaries; (n) all agreements and contracts with any Governmental Authority; and (o) all agreements containing a provision to indemnify any party or assume any tax, environmental or other instrumentsliability (other than third party purchase orders entered into in the ordinary course of business). The Company has made available to the Buyer true and complete copies of all of the Material Contracts. With respect to all Material Contracts, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with neither the Company nor any of its termsSubsidiaries, Seller andnor, to Seller's Knowledge the Company’s Knowledge, any other party theretoto any such contract is in violation or breach thereof or default thereunder and there does not exist under any thereof any event which, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or the lapse of time, or both, would constitute such a default by Seller thereunder andviolation, breach or default, except for such violations breaches, defaults and events as to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments which requisite waivers or consents have been received by Seller by or on behalf of any party to any obtained (which are identified in Section 3.13 of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyDisclosure Schedule).

Contracts and Commitments. (a) Except as listed and described on set forth in Schedule 1.68 and Schedule 2.1.42.7, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): has no (i) Contract for the future purchase of------------ collective bargaining agreement, or payment for, supplies any agreement that contains any severance pay liabilities or products, or for the performance of services by another party, involving in any one case $10,000 or more; obligations; (ii) Contract employment, consulting or similar agreement, contract or commitment which is not terminable without penalty or cost by Seller on notice of thirty (30) days or less or which contains an obligation of Seller to sell or supply products or to perform services, involving in any one case pay and/or accrue more than $10,000 or more (except for any Resident/Patient's Agreement); 20,000 per year; (iii) Contract continuing over note or other evidence of Indebtedness for borrowed money or the deferred purchase price of property or services, which involves a period liability of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); 100,000; (iv) representative, sales agency, dealer agreement of guaranty or distributor Contract; indemnification; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement contract or other Contract or for commitment limiting the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course freedom of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder andOwner or, to Seller's Knowledge, executive, officer or key employee of Seller to engage in any line of business or compete with any Person; (vi) agreement, contract or commitment relating to expenditures in excess of $100,000; (vii) agreement, contract or commitment (written or oral) with a supplier of Seller that provided more than $100,000 in goods or services to Seller in fiscal year 2000 or is reasonably expected to provide such amount or more in fiscal year 2001; or (viii) agreement, contract or commitment (written or oral) with customers or other Persons which involves $100,000 or more and, by its terms, is not cancelable without penalty or cost within sixty (60) days; (ix) agreement, contract or commitment providing for the sharing, transfer, license, or other disposition by the Seller of any Business Rights or Proprietary Information; or (x) agreement, contract or commitment of the Seller with any of the Owners or their respective Affiliates. (b) Except as set forth in Schedule 2.7, (i) Seller is not to its ------------ knowledge in breach of, nor has Seller received in writing any claim or assertion that it has breached, any of the terms or conditions of any agreement, contract or commitment set forth or required to be set forth in any of the Purchased Contracts; and (ii) each Purchased Contract is in full force and effect in the form delivered to Buyer and, to Indemnitors' Knowledge, there is no material breach or default by any other party thereto; , and Seller has not received any notice (iiin writing or otherwise) except that any party thereto wishes to cancel or not renew such Purchased Contract. (c) Except as set forth on in Schedule 1.68 and Schedule 2.1.4 no advance payments have 2.7, to the Seller's Knowledge ------------ there has not been received by any material adverse change since March 31, 2001 in the business relationship of the Seller by or on behalf of any party relating to any of the ContractsPurchased Assets with any material customer of or material supplier to the Seller since March 31, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby2001.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth in the Disclosure Schedule, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent Concorde is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (ia) Contract agreement, contract or commitment with any present or former employee or consultant or for the employment of any person, including any consultant, who is engaged in the conduct of the Video Lottery Business involving in any one case $10,000 or more; (b) agreement, contract or commitment for the future purchase of, or payment for, supplies or products, or for the performance of services by another partya third party which supplies, products or services are used in the conduct of the Video Lottery Business involving in any one case $10,000 or more; (iic) Contract agreement, contract or commitment to sell or supply products or to perform services, services in connection with the Video Lottery Business involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)more; (iiid) Contract agreement, contract or commitment relating to the Video Lottery Business not otherwise listed on the Disclosure Schedule and continuing over a period of more than six months from the date hereof or exceeding in any one case $10,000 in value (except for any Resident/Patient's Agreement)or more; (ive) representativedistribution, dealer, representative or sales agencyagency agreement, dealer contract or distributor Contractcommitment relating to the Video Lottery Business involving in any one case $10,000 or more; (vf) lease under which Seller Concorde is either lessor or lessee other than with respect relating to the Real Property LeasedConcorde Assets or any property at which the Concorde Assets are located; (vig) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans relating to the Video Lottery Business or from Employees) agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Personperson relating to the Video Lottery Business; (viih) Contract agreement, contract or commitment for any charitable or political contributioncontribution in excess of $10,000 relating to the Video Lottery Business; (viiii) Contract commitment or agreement for any capital expenditure or leasehold improvement in excess of $10,000 relating to the Video Lottery Business; (j) agreement, contract or commitment limiting or restraining Seller Concorde, the Video Lottery Business or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to Concorde's knowledge, is any employee of business with Concorde engaged in the conduct of the Video Lottery Business subject to any Person; (ix) license, franchise, distributorship or other such agreement, including those that relate in whole contract or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Businesscommitment; or (xk) any other material Contract agreement, contract or commitment relating to the Video Lottery Business not made in the ordinary course of Sellerbusiness, or any other material long term commitments or arrangements that require the commitment of a material portion of Concorde's business consistent with past practiceresources. Each of the Contracts agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings listed on in the Disclosure Schedule 1.68 and Schedule 2.1.4 in response to this Section, or not required to be listed therein because of the amount thereof, under which North Star is to acquire rights or obligations hereunder is valid and enforceable in accordance with its terms; Concorde is, Seller andand all other parties thereto are, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof; Concorde is not, Seller and, to Seller's Knowledge any and no other party theretothereto is, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, ; and no event has occurred that which with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder andthereunder. Furthermore, to Seller's Knowledgeno such agreement, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contractcontract, commitment, lease lease, plan or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 contains any contractual requirement with which there is required for a reasonable likelihood Concorde or any other party thereto will be unable to comply. No material written or oral agreement, contract or commitment described therein requires the execution consent of this Agreement or the consummation of any party to its assignment in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Seller has delivered to Buyer a correct and complete copy of each Purchased Contract set forth on Schedule 1.01(a)(1) and a written summary of each oral Purchased Contract referred to in Schedule 1.01(a)(1). With respect to each Purchased Contract: (i) the Purchased Contract is valid and enforceable against Seller, and, to the Knowledge of Seller, against each other individual, corporation, partnership, association, limited liability company, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) (each, a “ Person”) party thereto, subject to the Equitable Remedies Exception; (ii) neither Seller nor, to the Knowledge of Seller, any other party is in material breach of any Purchased Contract; and (iii) Seller has not and, to its Knowledge, no other party has repudiated any provision of any Purchased Contract. (b) Except for customer purchase orders accepted in the ordinary course of the Business, Seller is not party to or bound by any material distributor, dealer, sales representative or other similar contract relating to the Business in the United States, other than those that can be terminated on thirty (30) days notice without penalty. (c) Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.4Section 2.07(c) of the Disclosure Schedules, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent its Affiliates is a party bound to or bound by any written or oral (for which Purchaser shall be bound of the following the Closing Date):contracts: (i) Contract for any contract material to the future purchase ofBusiness or Purchased Assets under which (A) any Intellectual Property licenses are granted to Seller or its Affiliates (other than licenses to Seller of off-the-shelf software available at retail), (B) any covenants not to ▇▇▇ are granted to Seller or its Affiliates, or payment for, supplies (C) any rights or products, options to acquire Intellectual Property (by license or for the performance of services by another party, involving in any one case $10,000 otherwise) are granted to Seller or moreits Affiliates; (ii) Contract any contract material to sell the Business or supply products Purchased Assets under which (A) any Intellectual Property licenses are granted by Seller or its Affiliates (or are obligated to perform servicesbe granted by Seller or its Affiliates), involving in (B) any one case $10,000 covenants not to ▇▇▇ are granted by Seller or more its Affiliates, or (except for C) any Resident/Patient's Agreement);rights or options to acquire Intellectual Property (by license or otherwise) are granted by Seller or its Affiliates; and (iii) Contract continuing over a period any contract (A) concerning nonsolicitation of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter customers of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (xB) that would limit the freedom, immediately after the Closing, of a purchaser of the Purchased Assets to engage, participate or compete with any other material Contract not made Person in any line of business, or to make use of any Purchased Intellectual Property in the ordinary course United States and/or Canada; or (C) granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of Seller's business consistent with past practice. Each refusal, rights of first negotiation or similar rights and/or terms to any Person in the United States and/or Canada, which terms would be applicable to a purchaser of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party Purchased Assets immediately after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyClosing.

Contracts and Commitments. Except as for matters listed on ------------------------- SCHEDULE 3.1.17, the Excluded Contracts and described the Contracts listed on Schedule 1.68 and Schedule 2.1.4SCHEDULE 3.1.14 hereto, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (ia) Contract with any present or former employee or consultant or for the employment or engagement of any person, including any consultant, who is engaged in the conduct of the Business; (b) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another a third party, involving which supplies, products or services are used in the conduct of the Business involving, with respect to any obligation continuing after the Closing, in any one case $10,000 12,000 or more; (iic) Contract to sell or supply products or to perform servicesservices in connection with the Business involving, involving with respect to any obligation continuing after the Closing, in any one case $10,000 12,000 or more (except for any Resident/Patient's Agreement)more; (iiid) Contract relating to the Business not otherwise listed on SCHEDULE 3.1.14 hereto, and continuing over a period of more than six months from the date hereof or and exceeding $10,000 12,000 in value (except for any Resident/Patient's Agreement)value; (iv) representative, sales agency, dealer or distributor Contract; (ve) lease under which Seller is either lessor or lessee other than with respect relating to the Real Property LeasedAssets or any property at which the Assets are located; (vif) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans relating to the Business or from Employees) agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Personperson relating to the Business; (viig) Contract for any charitable or political contributioncontribution relating to the Business; (viiih) commitment or agreement for any capital expenditure or leasehold improvement in excess of $12,000 relating to the Business; (i) Contract limiting or restraining Seller Seller, the Business or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to Seller's or any of business with the Managing Member's knowledge, is any Personemployee of Seller engaged in the conduct of the Business subject to any such Contract; (ixj) licenselicense (other than licenses for off-the-shelf software), franchise, distributorship or other agreement, including those that relate agreement which relates in whole or in part to any patentany, trade secret, trademark, tradename, trade namedress, service mark ▇▇▇▇ or copyright or to any invention, ideas, technical assistance or other know-how of or used by Seller in the conduct of the Business; (k) Contract with any of the Managing Members, any member of their immediate families, any officer or employee or Seller or any other Affiliates (as hereinafter defined) of Seller or any of the Managing Members; or (xl) Contract, option or right with, of or to any other material Contract not made in the ordinary course person to acquire or use any of Seller's business consistent with past practice. Each of the Contracts and other instrumentsassets, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default properties or rights included in the performance, observance Assets or fulfillment of any material obligation, covenant or condition contained interest therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Schedule 5.9 contains an accurate and complete list of all Contracts to which Seller is a party and which are to be included in the Assets. Each Contract set forth on Schedule 5.9 is in full force and effect; there is no existing default under any of such Contracts on the part of Seller, or, to the best of Seller’s knowledge, any other party thereto. Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.45.9: (a) Seller is not a party to or bound by any loan, neither credit or similar agreement or any indenture, trust agreement or other instrument relating to any issue of bonds, debentures, notes or other evidences of indebtedness or creating any Encumbrance on any of the Assets; (b) There are no bonus, pension, profit sharing, retirement, stock option, stock purchase, deferred compensation, hospitalization or insurance plans, or vacation or severance pay plans, or any other plans or arrangements providing benefits to officers, agents or employees of Seller; (c) Seller does not have nor is Seller currently negotiating any party acting on behalf collective bargaining agreement with any labor union or association or any employment contract or other binding agreement relating to the employment of any of its employees; (d) Seller with Seller's Knowledge and consent is not a party to any written joint venture agreement or oral other agreement involving the sharing of profits relating to the Business and/or the Assets; (for which Purchaser shall be bound following the Closing Date): e) Seller is not a party to any (i) Contract contracts or commitments for capital expenditures outside the ordinary course of business or involving obligations on the part of Seller in amounts inconsistent with those incurred by Seller in the ordinary course of business in accordance with Seller’s prior operation of the Business, (ii) Lease under which personal property is leased to or from Seller in connection with the Business, (iii) continuing contract for the future purchase ofof Inventory or other materials, supplies, machinery or payment forequipment in excess of the requirements of the Business conducted in the ordinary course, supplies or productsconsistent with the historical operation of the Business, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representativeother contract or agreement which involves an obligation on the part of Seller, sales agencyeither individually or in the aggregate, dealer or distributor Contract; in excess of amounts previously incurred by Seller in the ordinary course of business or, (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract contract not made in the ordinary course of business; (f) Seller is not party to any Contract limiting the freedom of Seller or any of its employees to engage in any line of business or to compete with any Person, and to the knowledge of Seller's business consistent , no employee of Seller is subject to any such restrictions; (g) Seller is not a party to any Contract in connection with past practice. Each the Business which involves aggregate expenditures of the $5,000 or more and is not cancelable without penalty within thirty (30) days, except for those yellow page agreements and telephone service contracts specifically identified as “Contracts and other instruments, documents and undertakings listed above $5,000” on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, 5.9; (h) There are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment no persons holding powers of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of timeattorney from, or both, would constitute a default by Seller thereunder and, otherwise authorized to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or act on behalf of any party Seller with respect to any of the Business or the Assets except for its respective officers and other management personnel regularly performing their business functions; and (i) Seller is current with respect to all payments due under the Contracts, commitments, leases and other instruments listed . Except as specifically identified on Schedule 1.68 and Schedule 2.1.4 for services 5.9, Seller has no knowledge that any Contract, Lease, or other obligation to be rendered which Seller is a party, individually or products in the aggregate: (i) will result in a material loss to be delivered to such party the Buyer after the Closing Date; and (ii) cannot readily be performed or fulfilled on time without undue or unusual expenditure of money or effort by the Buyer after the Closing Date, or (iii) no consent is not in full force and effect and there exists a default or approval event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any party other event or condition, would become a default or event of default thereunder. A true copy of each written Contract and Lease as well as all other documents evidencing any commitment of Seller required to be set forth on any Contract, commitment, lease Schedule hereto has been or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the will be delivered to Buyer by Seller no later than five (5) days after execution of this Agreement or Agreement. Also set forth on Schedule 5.9 is a list of all proposals, except proposals made by Seller’s sales people in the consummation ordinary course of the transactions contemplated herebybusiness, submitted by Seller to any third party that, if accepted by such third party, would require disclosure on Schedule 5.9.

Contracts and Commitments. Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.4SCHEDULE 3.1.19, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (ia) Contract agreement, contract or commitment with any present or former employee or consultant or for the employment of any person, including any consultant, who is engaged in the conduct of the Business; (b) agreement, contract or commitment for the future purchase of, or payment for, supplies or products, or for the performance of services by another partya third party which supplies, products or services are used in the conduct of the Business involving in any one case $10,000 3,000.00 or more; (iic) Contract agreement, contract or commitment to sell or supply products or to perform services, ("Goods Contracts") in connection with the Business involving in any one case $10,000 3,000.00 or more (except for any Resident/Patient's Agreement)more; (iiid) Contract agreement, contract or commitment relating to the Business not otherwise listed on the SCHEDULE and continuing over a period of more than six months from the date hereof or exceeding $10,000 3,000.00 in value (except for any Resident/Patient's Agreement)value; (ive) representativedistribution, dealer, representative or sales agencyagency agreement, dealer contract or distributor Contractcommitment relating to the Business; (vf) lease under which Seller is either lessor or lessee other than with respect relating to the Real Property LeasedAssets or any property at which the Assets are located; (vig) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans relating to the Business or from Employees) agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Personperson relating to the Business; (viih) Contract agreement, contract or commitment for any charitable or political contributioncontribution relating to the Business; (viiii) Contract commitment or agreement for any capital expenditure or leasehold improvement individually in excess of $3,000.00 relating to the Business; (j) agreement, contract or commitment limiting or restraining Seller Seller, the Business or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to the Knowledge of business with Seller, is any Personemployee of Seller engaged in the conduct of the Business subject to any such agreement, contract or commitment; (ixk) license, franchise, distributorship or other agreement, including those that relate agreement which relates in whole or in part to any software, patent, trademark, trade name, service mark ▇▇▇▇ or copyright or to any ideas, technical assistance or other know-how of or used by Seller in the conduct of the Business; or (xl) any other material Contract agreement, contract or commitment relating to the Business not made in the ordinary course of Seller's business consistent with past practicebusiness. Each of the Contracts agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 SCHEDULE 3.1.19, or not required to be listed therein because of the amount thereof, under which Purchaser is to acquire rights or obligations hereunder is valid and enforceable in accordance with its terms; Seller is, and to the Knowledge of Seller andall other parties thereto are, to Seller's Knowledge any other party thereto, are in material compliance with the provisions thereof; Seller is not, and to the Knowledge of Seller and, to Seller's Knowledge any no other party theretothereto is, are not in material default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, ; and no event has occurred that which with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except thereunder. Except as set forth on Schedule 1.68 and Schedule 2.1.4 SCHEDULE 3.1.19, no advance payments have been received by Seller by written or on behalf oral agreement, contract or commitment described therein requires the consent of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of its assignment in connection with the transactions contemplated hereby. Except as disclosed on SCHEDULE 3.1.19, each Goods Contract is in one of the forms attached to the SCHEDULE with only such changes thereto as are necessary to reflect applicable fees, products, and time periods and such other changes therein as do not materially affect the rights or obligations of Seller thereunder.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.43.12(a), neither Seller nor any party acting on behalf is in respect of Seller with Seller's Knowledge and consent is the Business a party to to, or subject to, any written oral or oral (for which Purchaser shall be bound following the Closing Date):written: (i) Contract contract for the future purchase ofof products for resale, materials, parts or payment for, supplies and involving any expenditure by the Sellers of more than $50,000; (ii) contract for the purchase of machinery or products, equipment or for construction, and involving any expenditure by the performance Sellers of more than $35,000; (iii) contract to obtain services and involving any expenditure by another partythe Sellers of more than $35,000; (iv) lease (as lessee) of machinery, involving in any one case equipment or other personal property requiring annual rental payments of $10,000 25,000 or more; (iiv) Contract to sell contract for the sale or supply lease of its products or to perform services, the furnishing of its services and involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period consideration of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased50,000; (vi) noteany sales agency, debenturesales representative, bondbroker, conditional distributor or similar contract relating to the sale agreementor lease of such Seller's products or the furnishing of its services; (vii) contract or commitment not listed elsewhere in Schedule 3.12(a), equipment trust agreementor in any other Schedule delivered pursuant to this Agreement, letter and continuing for a period of credit agreement, loan agreement twelve months or more from the date of this Agreement without the right on the part of such Seller to cancel such contract or commitment effective within three months without any liability to such Seller; (viii) contract pursuant to which a party other Contract than such Seller has a right to renegotiate or require a reduction in price or refund of payments made to such Seller; (ix) contract providing for payment by such Seller of liquidated damages or penalties in the event of breach; (x) contract containing covenants limiting the freedom of such Seller to engage in or to compete in any line of business; (xi) contract or commitment for the borrowing or lending of money (including without limitation loans to money, a line of credit or from Employees) or guarantee, pledge or undertaking a guarantee of the indebtedness of any other Personindebtedness; (viixii) Contract for any charitable letter of credit, performance or political contributionpayment bond, or guarantee of performance, or contract or commitment to provide same; (viiixiii) Contract limiting license or restraining franchise agreement not listed in Schedule 3.23(c); (xiv) contract for the development of any products, processes or software; (xv) joint venture contract or arrangement or other agreement involving sharing of profits; (xvi) contract with respect to the acquisition or sale of the business, assets or shares of any corporation, partnership or other business entity regardless of whether the transaction has been consummated; (xvii) contract or commitment with any investment banker, financial advisor, finder or broker; (xviii) contract with any government entity; (xix) contract providing for payment in foreign currency; (xx) contract or commitment with any present or former Seller Associate, or any present or former director, officer, employee or agent of Parent, such Seller or any successor Seller Associate or assign from engaging or competing in any likeness former Shareholder of business with any Person;Seller; or, (ixxxi) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract contract not made in the ordinary course of Seller's business consistent with past practice. Each and not listed elsewhere in Schedule 3.12(a) or in any other Schedule delivered pursuant to this Agreement. (b) Except as disclosed in Schedule 3.3, 3.10(b), 3.12(b) or 3.23(c), each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 contracts to which such Seller is subject or a party in respect of the Business is a valid and binding agreement enforceable in accordance with its terms, terms and is in full force and effect; no material default by such Seller andor, to the best of such Seller's Knowledge knowledge, by any other party thereto, are in compliance with the provisions exists under any provision thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance ; no condition or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of exists which after notice or lapse of time, time or both, both would constitute a material default thereunder by such Seller thereunder andor, to the best of such Seller's Knowledgeknowledge, a default by any other party theretoparty; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by the assignment thereof pursuant to this Agreement will not result in termination of, or on behalf result in a right of termination under, any such agreement, require the consent of any party thereto or bring into operation any other provision thereof. (c) Attached to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.3.12

Contracts and Commitments. Except as listed (a) Section 4.17(a) of the Company Disclosure Schedule lists each of the following Contracts (and described on Schedule 1.68 all amendments, modifications and Schedule 2.1.4, neither Seller nor supplements thereto and all side letters to which the Company or any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party affecting the current obligations of any party thereunder) to which the Company or any written of its Subsidiaries is a party or oral by which any of their respective properties or assets are bound (for which Purchaser shall each such Contract, and each Contract listed in Section 4.15 (Real Estate; Properties), 4.18 (Intellectual Property Rights) or 4.22 (Certain Loans and Other Transactions) of the Company Disclosure Schedule, as well as all Contracts required to be bound following set forth (including in order to ensure the Closing Dateaccuracy of the representations and warranties in) in Sections 4.17 (Contracts and Commitments), 4.15 (Real Estate; Properties), 4.18 (Intellectual Property Rights) or 4.22 (Certain Loans and Other Transactions) that is not so listed, a “Material Contract”): (i) any Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in with any one case $10,000 or moreGovernmental Entity; (ii) any Contract to sell with any telecommunications company or supply products carrier, collocation company, or to perform services, involving in any one case $10,000 hosting or more (except for any Resident/Patient's Agreement)internet service provider; (iii) any Contract continuing over a period or indenture relating to Indebtedness or any guarantee by the Company or its Subsidiaries of more than six months from the date hereof obligations of any other party or exceeding $10,000 in value (except for relating to any Resident/Patient's Agreement)interest rate, currency or commodity derivatives or hedging transactions; (iv) representativeany partnership, sales agencylimited liability company agreement, dealer joint venture, profit-sharing or distributor Contract; similar agreement (v) lease under which Seller is either lessor or lessee other than agreements with respect to the Real Property Leased; (visales agents containing revenue sharing agreements or arrangements) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business entered into with any Person; (v) any Contract for the acquisition, disposition, merger or sale or similar transaction involving any business or material assets (including Intellectual Property) of the Company or any of its Subsidiaries, other than for Contracts that have been consummated as of the date of this Agreement for aggregate consideration under such agreement of less than $100,000 and for which the Company and its Subsidiaries have no continuing indemnification, “earn-out” or other material or contingent obligations; (vi) any collective bargaining agreements, memoranda or understandings, settlements or other labor agreements with any union or labor organization applicable to the Company, its Affiliates or their employees; (vii) any Contract that obligates the Company or its Subsidiaries to make any capital commitment or expenditure, individually or in the aggregate, in excess of $100,000; (viii) any employment, bonus, retention, severance or other similar agreement which (x) contains a change of control, or “golden parachute” provision or (y) that otherwise provides for base salary or base compensation in any fiscal year that is equal to or greater than $100,000; (ix) license, franchise, distributorship or other agreement, including those that relate any Contract which is performed (in whole or in part part) outside of the United States, where a party that is a natural person to any patentthe agreement is not a United States citizen, trademark, trade name, service mark ▇▇ copyright or where all or a portion of the agreement is subcontracted to any ideas, technical assistance or other know-how of or used by the Business; ora natural person that is not a United States citizen; (x) any Contract to which the Company or any of its Subsidiaries is a party or by which they or any of their assets are bound and which involves consideration or other material Contract obligations in excess of $100,000 annually; (xi) all broker, dealer, manufacturer’s representative, distributor, franchise, agency, and consulting Contracts (not including distributor, franchise, agency and consulting Contracts with sales personnel that is terminable at the option of the Company without any Liability and is for a term of one-year and with substantially the same terms as the Company’s form of sales personnel agreement made available to Parent); (xii) all Contracts involving the payment of royalties or other amounts payable by the Company or a Company Subsidiary calculated based upon the revenues or income of the Company or a Company Subsidiary or income or revenues related to any product of the Company or a Company Subsidiary (other than Contracts involving compensation in connection with the sale and distribution of any product of the Company or a Company Subsidiary entered into in the ordinary course of Seller's business); (xiii) any Contract containing (A) most favored nation, exclusive rights, or minimum purchase requirements in favor of any third party, (B) any right of first refusal or first offer or (C) any provision that limits the ability of the Company or any Company Subsidiary to (x) compete or operate in any line of business, or with any Person or entity, or in any market or geographic area or during any period of time or (y) acquire or sell any product, assets or services or otherwise develop or distribute any technology (excluding license limitations contained in inbound licenses which limitations are of the type ordinarily included in commercial licenses); (xiv) any Contract obligating the Company or any of its Subsidiaries to pay a minimum royalty, fee or other payment regardless of usage or purchase; (xv) any Contract obligating the Company or any of its Subsidiaries (A) to purchase or otherwise obtain a product or service exclusively from any Person or (B) sell or provide any product or service exclusively to any Person; (xvi) all Contracts that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that relates to the Company, any Company Subsidiary or their respective businesses; (xvii) any Contract providing for indemnification, contribution or any guaranty other than any indemnities contained in Contracts for the purchase, sale or license of products or services in the ordinary course of business and that are materially consistent with past practice pursuant to the Company’s standard forms, in the form made available to Parent; (xviii) any Contract entered into since December 1, 2009, or for which the Company or its Subsidiaries have any ongoing obligations or potential Liabilities, to settle or compromise any Action, or any Action threatened in writing, other than (A) releases entered into with former employees or independent contractors of the Company which do not contain cash settlements in excess of $20,000 or (B) settlements of accounts payable in the ordinary course of business consistent with past practice. Each practice for cash amounts paid prior to September 30, 2012 which do not exceed, individually or in the aggregate, $20,000; (xix) with respect to any customer or Referral Partner required to be specified in Section 4.25(a) of the Company Disclosure Schedule, all Contracts with such customers or Referral Partners, including any amendments thereto that exceed $100,000 in sales with respect to any customer, or commissions paid with respect to any Referral Partner, for the 12-month period ending on September 30, 2012; (xx) with respect to any supplier required to be specified in Section 4.25(b) of the Company Disclosure Schedule, all Contracts with such suppliers where costs of goods or services purchased are over $200,000 for the 12-month period ending on September 30, 2012; (xxi) any Contract to which any Related Person, or any of their immediate family members, is a party or has an interest in, whether directly or indirectly, other than employment, compensation and other instrumentsbenefit arrangements for services as an officer or employee thereof (each, documents and undertakings listed a “Related Person Contract”); (xxii) any Contracts that purport to bind third-parties who were not Affiliates of the Company or its Subsidiaries on Schedule 1.68 and Schedule 2.1.4 the original date of such Contract, but that become Affiliates after the date of such Contract; (xxiii) any Contract relating to the marketing or advertising of any products or services of the Company or its Subsidiaries in an amount exceeding $100,000 individually; (xxiv) any Contract that is valid and enforceable in accordance with its terms, Seller and, or would be required to Seller's Knowledge any other party thereto, are in compliance be filed by the Company as a “Material Contract” with the provisions thereof, Seller SEC pursuant to Item 601(b)(iv) of Regulation S-K or disclosed by the Company in a Current Report on Form 8-K; and, (xxv) commits the Company or any of its Subsidiaries to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to enter into any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyforegoing.

Contracts and Commitments. (a) Except as listed and described set forth on Schedule 1.68 5.14 with respect to the Business or the Purchased Assets, and Schedule 2.1.4except as a result of the transactions contemplated by this Agreement, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written oral or oral (for which Purchaser shall be bound following the Closing Date):written: (i) Contract management agreement, contract for the future purchase ofemployment of any officer, individual employee or payment forother person on a full-time, supplies part-time or products, consulting basis or providing for the performance payment of services by another party, involving in any one case $10,000 cash or moreother compensation or benefits upon the sale of the Business or the Purchased Assets; (ii) Contract agreement pursuant to sell which any current or supply products former employee is entitled to payment for a covenant not to compete with Seller or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)the Business; (iii) Contract continuing over agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a period material Lien on any of more than six months from the date hereof Seller’s assets or exceeding $10,000 in value (except for any Resident/Patient's Agreement)letter of credit arrangements; (iv) representative, sales agency, dealer agreements with respect to the lending or distributor Contractinvesting of funds; (v) lease under which Seller is either lessor license or lessee other than with respect to the Real Property Leasedroyalty agreements; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness guaranty of any obligation for borrowed money, other Personthan endorsements made for collection; (vii) Contract for lease or agreement under which Seller is lessee of or holds or operates any charitable property, real or political contributionpersonal, owned by any other party; (viii) Contract limiting lease or restraining agreement under which Seller is lessor of or permits any successor third party to hold or assign from engaging operate any property, real or competing in any likeness of business with any Personpersonal, owned or controlled by Seller; (ix) licensedistributor, franchisevendor or customer agreements; (x) contract which prohibits Seller from freely engaging in the Business anywhere in the world; (xi) contract relating to the marketing, distributorship sale, advertising or promotion of its products or services; (xii) franchise or agency agreements; (xiii) contract with any officer, director, manager, member, shareholder, parent or other agreement, including those that relate in whole Affiliate; (xiv) warranty agreement with respect to products sold or in part indemnity agreement with any supplier or customer under which Seller is obligated to any patent, trademark, trade name, service mark ▇▇ copyright indemnify such supplier or to any ideas, technical assistance or other know-how of or used by the Businesscustomer against liability claims; or (xxv) agreements relating to ownership of or Investments in any other material Contract not made business or enterprise, including Investments in the ordinary course of Seller's business consistent with past practice. Each joint ventures and minority equity investments. (b) All of the Contracts contracts, leases, agreements and other instruments, documents and undertakings listed instruments set forth or required to be set forth on Schedule 1.68 and Schedule 2.1.4 is valid 5.14 are valid, binding and enforceable in accordance with its termstheir respective terms except to the extent that the enforcement thereof may be subject to the application of Equitable Principles. Except as set forth on Schedule 5.14, (i) Seller and, has substantially performed all obligations required to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are be performed by it and is not in default under or in the performance, observance or fulfillment breach of nor in receipt of any material obligationclaim of default or breach under any contract, covenant lease, agreement or condition contained therein, and instrument to which Seller is subject; (ii) no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a default, breach or event of time, or both, would constitute a default noncompliance by Seller thereunder andunder any contract, lease, agreement or instrument to Seller's Knowledge, a default by any other party theretowhich Seller is subject; (iiiii) except Seller, as set forth on Schedule 1.68 of the date hereof, has no present expectation or intention of not fully performing all such obligations; and Schedule 2.1.4 (iv) Seller has no advance payments have been received by Seller by or on behalf Knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which it is a party. Seller is not a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect. (c) Schedule 5.14 sets forth each contract, commitment or obligation of Seller, which is secured by a letter of credit, performance bond, guarantee or the Contractslike (other than guarantees of Seller) and the nature and amount of such security. (d) Buyer has been afforded an opportunity to review, commitmentsand if so requested by Buyer, leases to receive a true and other instruments listed correct copy of all written contracts (and a true and correct written description of all oral contracts) which are referred to on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract5.14, commitmenttogether with all amendments, lease exhibits, attachments, waivers or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebychanges thereto.

Contracts and Commitments. Except as listed (a) The Companies have previously furnished a true, correct and complete list of each of the agreements, contracts, commitments or instruments described below and, to the extent indicated on Schedule 1.68 such list, true, correct and Schedule 2.1.4complete copies of the indicated agreements, neither Seller nor contracts, commitments or instruments (or, in the case of an oral agreement, contract or commitment, a written description thereof) described below to which any party acting on behalf of Seller with Seller's Knowledge and consent Company or any Subsidiary thereof is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):party: (i) Contract for agreement, contract, commitment or instrument which is material to its operations, business or financial condition or which by the terms of such agreement, contract, commitment or instrument can reasonably be expected to require future purchase ofpayment or receipt (other than those described in Section 2.1.9(iii)) by any Company or Subsidiary thereof, or payment forof any of them collectively, supplies or products, or for the performance of services by another party, involving in any one case $10,000 100,000 or more; (ii) Contract agreement, contract or commitment with any distributor, dealer, manufacturer's representative, sales representative, service or warranty representative and other person, firm or corporation engaged in the sale, distribution, service or repair of its products; (iii) agreement, contract or commitment to sell or supply products or to perform services, services involving receipt of payments of $100,000 in any one case $10,000 year other than those agreements, contracts or more (except for commitments to which any Resident/Patient's Agreement); (iii) Contract continuing over Company or any Subsidiary of any Company is a period party which are on one of more than six months from the date hereof Companies standard form contracts without any material alteration or exceeding $10,000 deviation to such form and in value (except for any Resident/Patient's Agreement)which event a copy of the particular standard form contract has been provided to Purchaser; (iv) representative, sales agency, dealer lease under which any Company or distributor Contractany Subsidiary thereof is either lessor or lessee; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans to or from Employees) agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Personperson; (viivi) Contract agreement, contract or commitment for any charitable or political contribution; (vii) commitment or agreement for any capital expenditure or leasehold improvement in excess of $150,000; (viii) Contract agreement, contract or commitment limiting or restraining Seller it, or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to its knowledge, is any employee of business with it subject to any Personsuch agreement, contract or commitment; (ix) license, franchise, distributorship or other agreement, including those that relate agreement which relates in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how Intellectual Property (as defined in Section 2.1.11) of or used by any Company or any Subsidiary thereof which are or could reasonably be considered material to the Business; orbusiness of any Company or any Subsidiary thereof; (x) joint venture, partnership or similar agreement to which it is a party in any way providing for the manufacture, marketing or sale of any products of any Company or any Subsidiary thereof; (xi) agreement, contract or commitment granting registration rights to any person with regard to any capital stock or any option, warrant or other similar right or any other security; and (xii) material Contract agreement, contract or commitment not made in the ordinary course of Seller's business consistent with past practice. business. (b) Each of the Contracts agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings (the "Contracts") listed or required to be listed on Schedule 1.68 and Schedule 2.1.4 2.1.9(a) or not required to be listed therein because of the amount thereof is valid and enforceable in accordance with its terms; each Company and Subsidiary thereof is, Seller andand to the Companies' knowledge all other parties thereto are, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof; no Company or Subsidiary thereof is, Seller and, and to Seller's Knowledge any the Companies' knowledge no other party theretothereto is, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, therein except where such defaults (individually or in the aggregate) do not have and could not reasonably be expected to have a material adverse effect on the Company or Subsidiary involved; and no event has occurred that which with or without the giving of notice or lapse of time, or both, would be reasonably likely to constitute a default by Seller thereunder andthereunder. Furthermore, to Seller's Knowledgeno such agreement, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contractcontract, commitment, lease lease, plan or other instrument, document or undertaking undertaking, in the reasonable opinion of the Companies, contains any contractual requirement with which there is a reasonable likelihood that the Companies or any other party thereto will be unable to comply except where such failures (individually or in the aggregate) to be in compliance could not reasonably be expected to have a material adverse effect on the Company or Subsidiary involved. Except as listed on Schedule 1.68 and 2.1.9(b), no written or oral Contract described or required to be described on Schedule 2.1.4 is required for 2.1.9(a) requires the execution consent of this Agreement or the consummation of any party in connection with the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): (i) Schedule 4(h) contains a list as of the date of this Agreement of each material Company Contract (other than Retained Contracts), as well as any Company Contracts (other than Retained Contracts) of the following type: (A) any Company Contract (other than any Company Contract relating to Permitted Indebtedness or any contract otherwise described in (B) below) that provides for the payment by any Company of more than $1,000,000 over the remaining life of such contract; (B) any Company Contract that has not been fully performed prior to the Valuation Date that constitutes a purchase order or other contract relating to the sale, purchase, lease or provision by any Company of goods or services in excess of $1,000,000; (C) any Company Contract that grants any Person the exclusive right to sell products or provide services within any geographical region; (D) any Company Contract that purports to limit the freedom of any Seller to compete in any line of business or to conduct business in any geographic location; (E) any Company Contract that provides for the deferred payment of any purchase price (other than trade payables incurred in the Ordinary Course of Business), including any “earn out” or other contingent fee arrangement; (F) any Company Contract that creates an Encumbrance (other than a Permitted Encumbrance) on any of the Subject Assets other than any Company Contract relating to the Permitted Indebtedness or any Company Contract giving rise to a vendor’s lien in respect of trade payables arising in the Ordinary Course of Business; (G) any Company Contract that involves interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging contracts other than any such contracts incurred pursuant to and in connection with the Permitted Indebtedness to be cancelled and repaid at or prior to Closing; (H) any Company Contract (other than loans to employees up to an aggregate amount of $100,000) under which any Company has made advances or loans to any other Person other than trade receivables incurred in the Ordinary Course of Business; (I) any Company Contract that involves any outstanding contracts of guaranty, surety or indemnification, direct or indirect, by any Company. (J) any Company Contract that constitutes a partnership, joint venture or similar contract; (K) any Company Contract for the future purchase of, lease of personal property to or payment for, supplies or products, or from any Person providing for the performance lease payments in excess of services by another party, involving $1,000,000 in any one case $10,000 or more;12-month period; and (L) any Company Contract that involves any Associate. (ii) The Sellers have delivered to the Buyer a correct and complete copy of each Subject Contract (as amended). Except as set forth in Schedule 4(h)(ii), with respect to sell each Subject Contract or supply products Company Contract, as applicable: (A) such Subject Contract is enforceable in all material respects, subject to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ right generally and to perform services, involving general principles of equity (regardless of whether such enforceability is considered in any one case $10,000 a proceeding in equity or more (except for any Resident/Patient's Agreementat law); (iiiB) such Subject Contract continuing over a period will continue to be so enforceable on terms identical to those contemplated in (A) above following the consummation of more than six months from the date hereof or exceeding $10,000 in value Transaction Agreements (except for any Resident/Patient's Agreementthose that expire at the end of their term, without regard to the Transaction Agreements); (ivC) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking none of the indebtedness of any other Person; Companies that is a party thereto is (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other the Sellers’ Knowledge, no applicable counter-party thereto, are thereto is) in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in breach or default in the performance, observance or fulfillment of any material obligation, covenant or condition contained thereinsuch contract, and no event has occurred that that, with or without the giving of notice or lapse of time, or both, would constitute a breach or default by Seller thereunder under such Company Contract; and, (D) to Seller's the Sellers’ Knowledge, a default by no party to such Subject Contract has repudiated any other party thereto; provision of such contract. (iiiii) except Except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments 4(h)(iii), as of March 31, 2007, with respect to the Product Inventory, the Companies did not have been received by Seller by or on behalf of any party agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement or transaction involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar agreement or any agreement involving a combination of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyforegoing factors.

Contracts and Commitments. Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.44.18, neither Seller nor any party acting on behalf of Seller its Subsidiaries is, with Seller's Knowledge and consent is respect to the Business or the operation thereof, a party to Party to, nor are any written of the Acquired Assets or oral (for which Purchaser shall be Leased Property bound following the Closing Date):or subject to, any: (ia) Contract for the future purchase ofContract, Real Estate Lease or payment for, supplies or products, or for the performance other similar document that has an aggregate value of services by another party, involving in any one case $10,000 or more; (iib) Contract Contract, Real Estate Lease or other similar document that cannot be terminated or canceled without further liability to sell Seller or supply products its Subsidiaries, the Business, the Acquired Assets or to perform services, involving in any one case $10,000 or the Leased Property on the giving of no more than ninety (except for any Resident/Patient's Agreement)90) days notice; (iiic) Contract continuing over a period with any present or former employee or consultant, or for the employment of more than six months from any Person, including any consultant, who is engaged in the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)conduct of the Business; (ivd) representativedistribution, dealer, representative or sales agency, dealer agency agreement or distributor other similar Contract; (ve) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract commitment limiting or restraining Seller the Business or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to Seller's Knowledge, is any employee of business with the Business engaged in the conduct of the Business subject to any Personsuch Contract or commitment; (ixf) license, assignment, franchise, distributorship or other agreement, including those similar Contract that relate relates in whole or in part to any software (other than readily available "off-the-shelf" software), patent, trademark, trade name, service mark ▇▇▇▇ or copyright or to any ideas, technical assistance or other know-how or other Intellectual Property of or used by Seller or its Subsidiaries in the conduct of the Business; or; (xg) Contract under which Seller or its Subsidiaries has advanced or loaned any other material Contract not made Person amounts in the ordinary course aggregate exceeding $1,000; (h) Contract relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of Seller; (i) Contract relating to joint ventures or agreements involving a sharing of profits; (j) Contract relating to cleanup, abatement or other actions in connection with environmental liabilities; (k) Contract under which Seller is lessor of or permits any third Person to hold or operate any property owned or controlled by Seller; (l) Contract for the future purchase of fixed assets or the maintenance thereof or for the future purchase of materials, supplies or equipment in excess of Seller's business consistent normal operating requirements; and (m) Contract or other undertaking that, taken alone or aggregated with past practiceContracts or other undertakings of a similar nature, is material to the condition of the Business, including, Contracts with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers. Each of the Contracts Contracts, Real Estate Leases and other instruments, documents agreements and undertakings commitments listed on Schedule 1.68 and Schedule 2.1.4 is valid 4.18 shall be collectively referred to herein as the "Material Contracts." All Material Contracts are legal, valid, binding and enforceable in accordance with its their terms, in full force and effect and binding upon the other Parties thereto. Except as set forth in Schedule 4.18, there is no breach or default in any material respect by Seller andor its Subsidiaries or, to Seller's Knowledge Knowledge, any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default Party in the performance, observance or fulfillment of any material obligationobligations, covenant covenants, liabilities or condition conditions contained thereinin any of the Material Contracts, and no event has occurred or condition exists that with or without the giving of notice or notice, lapse of time, time or both, the happening or occurrence of any other event would constitute a breach or default by Seller thereunder andin any material respect, to Seller's Knowledgeor permit termination, a default modification or acceleration, by any other party thereto; (ii) except Party to, or bound by, the Material Contracts. Except as set forth on in Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by 4.18, Seller by has not assigned, secured, pledged, transferred, conveyed, mortgaged, deeded in trust or on behalf of encumbered in any party to way any interest in any of the Material Contracts. Except as set forth in Schedule 4.18, commitmentsthere are no disputes, leases oral agreements or forbearance programs in effect as to any Material Contract. Complete and other instruments listed accurate copies of all Material Contracts that are in writing (including any amendments or supplements thereto) have been delivered to Buyer by Seller and any oral Material Contract has been summarized on Schedule 1.68 and 4.18. Except as set forth in Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) 4.18, no consent or approval of from, or notice to, any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 third Party is required for the execution of this Agreement or the consummation transfer and assignment of the transactions contemplated herebyAssumed Contracts to Buyer pursuant to this Agreement. Upon assignment by Seller of the Assumed Contracts to Buyer at the Closing, each of the Assumed Contracts will vest in Buyer at the Closing.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth under the caption "Contracts" in the Wavetech Disclosure Letter, neither Seller Wavetech nor any party acting on behalf of Seller with Seller's Knowledge and consent Subsidiary is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): any: (i) Contract collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) hospitalization insurance or similar plan or practice, whether formal or informal; (iv) contract for the future purchase employment of any officer, individual employee, or other person on a full-time or consulting basis or relative to severance pay for any such person; (v) agreement or indenture relating to the borrowing of money in excess of $100,000 or to mortgaging, pledging or otherwise placing a lien on any of the assets of Wavetech or any Subsidiary; (vi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement under which it is lessor of, or payment forpermits any third party to hold or operate, supplies any property, real or productspersonal, for an annual rental in excess of $100,000; (viii) contract or group of related contracts with the same party for the performance purchase of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving under which the undelivered balance of such products and services has a purchase price in any one case excess of $10,000 50,000; (ix) contract or more group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (except for any Resident/Patient's Agreement); (iiix) Contract other contract or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding dates thereof, either not terminable by it on 30 days' or less notice without penalty or involving more than $10,000 50,000; (xi) contract which prohibits either Wavetech or any Subsidiary from freely engaging in value business anywhere in the world; (except for xii) contract relating to the distribution of Wavetech's or any Resident/PatientSubsidiary's Agreement); products; (ivxiii) representativefranchise agreement; (xiv) contract, sales agencyagreement or understanding with any shareholder who beneficially owns 5% or more of Wavetech Common Stock or with any officer, dealer director or distributor Contract; employee (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; for employment on customary terms); (vixv) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan license agreement or other Contract or agreement providing for the borrowing payment or lending receipt of money (including without limitation loans to royalties or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller compensation by Wavetech or any successor Subsidiary in connection with the proprietary rights listed under the caption "Proprietary Rights" in the Wavetech Disclosure Letter; or assign from engaging (xvi) other agreement material to Wavetec s or competing in any likeness of Subsidiary's business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made entered into in the ordinary course of Seller's business consistent with past practice. Each business. (b) Except as specifically disclosed under the caption "Contracts" in the Wavetech Disclosure Letter, (i) no contract or commitment required to be disclosed under such caption has been breached or canceled by the other party; (ii) since the date of the Contracts balance sheet included in Wavetech's Latest 10-QSB, no customer or supplier has indicated that it will stop or decrease the rate of business done with Wavetech or any Subsidiary, except for changes in the ordinary course of Wavetech' and other instruments, documents the Subsidiaries' businesses; (iii) Wavetech and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable the Subsidiaries have performed all obligations required to be performed by them in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance connection with the provisions thereof, Seller and, contracts or commitments required to Seller's Knowledge any other party thereto, be disclosed under such caption and are not in default in the performance, observance or fulfillment receipt of any material obligation, covenant claim of default under any contract or condition contained therein, commitment required to be disclosed under such caption; (iv) neither Wavetech nor any Subsidiary has any present expectation or intention of not fully performing any obligation pursuant to any contract or commitment or commitment set forth under such caption; and no event (v) neither Wavetech nor any Subsidiary has occurred that with any knowledge of any breach or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default anticipated breach by any other party thereto; (ii) except as to any contract or commitment set forth on Schedule 1.68 under such caption. (c) Prior to the date of this Agreement, Wavetech has made available to the Company a true and Schedule 2.1.4 no advance payments have been received by Seller by correct copy of each written contract or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease and a written description of each oral contract or commitment, referred to under the caption "Contracts" in the Wavetech Disclosure Letter, together with all amendments, waivers or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebychanges thereto.

Contracts and Commitments. (a) Except for this Agreement and the matters specifically contemplated by this Agreement, and except as listed and described on set forth in Schedule 1.68 and Schedule 2.1.44.11(a), neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent respect to the Business, the Company is not a party to any or bound by, and the Purchased Assets are not bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date):oral, any: (i) collective bargaining agreement or Contract for the future purchase ofwith any labor union or any bonus, commissions, pension, profit sharing, retirement or payment forany other form of deferred compensation plan or any stock purchase, supplies stock option, hospitalization insurance or productssimilar plan or practice, whether formal or for the performance of services by another party, involving in any one case $10,000 or moreinformal; (ii) Contract to sell for the employment of any Transferred Employees listed on Schedule 7.7(a) on a full-time or supply products consulting basis or to perform servicesany notice, involving in any one case $10,000 severance or more (except for any Resident/Patient's Agreement)change-of-control agreements; (iii) Contract continuing relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of the Purchased Assets; (iv) license or royalty Contract; (v) guaranty of any obligation, other than endorsements made for collection; (vi) Material Contract with a customer or supplier; (vii) Material Contract under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments or under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (viii) Material Contract for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which calls for performance over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person60 calendar days; (ix) licenseMaterial Contract with any Person for the purchase or supply of vegetables or any other product, franchiseor ingredient or material used in a product, distributorship of the Business; (x) Material Contract for the co-packaging or similar arrangement for any product of the Business; (xi) Contract which prohibits the Company from freely engaging in the Business anywhere in the world; (xii) Material Contract relating to the distribution (including with respect to systems, routes or networks), marketing or sales of the Company’s products; (xiii) Material Contract pursuant to which the Company subcontracts work to third parties; (xiv) Contract relating to the acquisition or sale of the Business (or any material portion thereof); (xv) Contract for warehouse management; (xvi) Contract for movement of freight; (xvii) “take-or-pay” or “requirements” Contract which is Material; (xviii) any other agreementMaterial Contract not already listed under one of the subsections above that involves future payments, including those performance by the Company of services or delivery by the Company of goods or materials; (xix) any other Material Contract not already listed under one of the subsections above that relate in whole or in part is material to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (xxx) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each amendment, waiver or modification to any of the Contracts foregoing. (b) Except as disclosed in Schedule 4.11(b) or as would not reasonably be expected to result in a Material Adverse Effect, (i) no Contract or commitment disclosed on, or required to be disclosed on, Schedule 4.11(a) has been breached, defaulted on, or canceled by the other party, and other instrumentsthe Company has no Knowledge of any anticipated breach, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge default or cancellation by any other party theretoto any Contract set forth or required to be set forth on Schedule 4.11(a), are (ii) the Company has performed all the obligations required to be performed by it in compliance connection with the provisions thereofContracts disclosed on, Seller andand the Contracts required to be disclosed on, to Seller's Knowledge any other party thereto, are Schedule 4.11(a) and is not in default under or in the performance, observance or fulfillment breach of any material obligation, covenant or condition contained thereinsuch Contract, and no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a default or breach thereunder, (iii) the Company does not have a present expectation or intention of timenot fully performing any obligation pursuant to any Contract set forth on, or bothany Contract that is required to be set forth on, would constitute a default by Seller thereunder Schedule 4.11(a), and (iv) each Contract with respect to the Business that is disclosed on, or required to be disclosed on Schedule 4.11(a) is legal, valid, binding, existing, enforceable and in full force and effect and, to Seller's the Company’s Knowledge, a default by any other party thereto; (ii) except will continue as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or following the consummation of the transactions contemplated hereby. (c) The Company has provided Buyer with a true and correct copy of all written Contracts, which are required to be disclosed on Schedule 4.11(a), in each case together with all amendments, waivers or other changes thereto.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor (a) None of the Purchased Assets or Assumed Liabilities contain any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): following: (i) Contract for the future purchase ofcollective bargaining agreement, or payment for, supplies any agreement that contains any severance pay liabilities or products, or for the performance of services by another party, involving in any one case $10,000 or more; obligations; (ii) Contract employment, consulting or similar agreements, contracts or commitments that are not terminable without penalty or cost by Seller on notice of thirty (30) calendar days or less or which contain an obligation of Seller to sell or supply products or to perform services, involving in any one case pay and/or accrue more than $10,000 or more (except for any Resident/Patient's Agreement); 50,000 per year; (iii) Contract continuing over notes or other evidences of Indebtedness for borrowed money or the deferred purchase price of property or services, which involve a period liability of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); 50,000; (iv) representative, sales agency, dealer agreement of guaranty or distributor Contract; indemnification; (v) lease under which agreement, contract or commitment limiting the freedom of Seller is either lessor to engage in any line of business or lessee other than compete with respect to the Real Property Leased; any Person; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter contract or commitment (written or oral) with a supplier of credit agreement, loan agreement Seller that provided more than $50,000 in goods or other Contract services to Seller in fiscal year 2001 or for the borrowing is reasonably expected to provide such amount or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; more in fiscal year 2002; (vii) Contract for any charitable agreement, contract or political contribution; commitment (written or oral) with customers or other Persons which involves $50,000 or more and, by its terms, is not cancelable without penalty or cost within sixty (60) calendar days or (viii) Contract limiting any of the foregoing, whether above or restraining Seller below the thresholds referred to therein, which involves $125,000 or any successor or assign from engaging or competing more in any likeness of business with any Person;the aggregate. (ixb) license(i) Seller is not in breach of, franchisenor has Seller received in writing any claim or assertion that it has breached, distributorship any of the terms or other agreement, including those that relate conditions of any of the Purchased Contracts and there are no obligations owed by Seller under the Purchased Contracts; (ii) each Purchased Contract is in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made full force and effect in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instrumentsform delivered to Buyer, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 there is valid and enforceable in accordance with its terms, no material breach or default by Seller andor, to Seller's Knowledge ’s Knowledge, any other party thereto, are and Seller has not received any notice (in compliance with the provisions thereof, Seller and, writing or otherwise) that any party thereto wishes to cancel or not renew such Purchased Contract; (iii) to Seller's Knowledge any other party thereto’s Knowledge, there are not in default in no facts or conditions that exist, have occurred, or are anticipated which, through the performance, observance passage of time or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of timenotice, or both, would constitute a material default by Seller thereunder and, to Seller's Knowledge, a default by under any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by Purchased Contract or on behalf would cause the acceleration of any obligation of any party to any thereto or the creation of the Contractsan Encumbrance, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iiiiv) no consent or approval of any party to any Contractneither the execution, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 delivery and Schedule 2.1.4 is required for the execution performance of this Agreement or the documents or instruments executed in connection herewith, nor consummation of the transactions contemplated herebyhereby or thereby, will cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of, any Purchased Contract.

Contracts and Commitments. (a) Except as listed and described on set forth in Schedule 1.68 and 3.16 hereto or any other Schedule 2.1.4hereto, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date): any: (i) Contract collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) hospitalization insurance, or similar plan or practice, whether formal or informal; (iv) contract for the future purchase employment of any officer, individual employee, or other person on a full-time or consulting basis or relative to severance pay or change-in-control benefits for any such person; (v) agreement or indenture relating to the borrowing 14 21 of money in excess of $25,000 relating to the Business or Acquired Assets or to mortgaging, pledging, or otherwise placing a lien on any of the Acquired Assets; (vi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement under which it is lessor of, or payment forpermits any third party to hold or operate, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; Acquired Assets; (viii) Contract limiting other agreement material to the Business or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made entered into in the ordinary course of business. Schedule 3.16 sets forth the term of each such contract or commitment and identifies each such contract or commitment which is not terminable at will by Seller's business consistent . (b) Prior to the date of this Agreement, Seller has furnished Purchaser with past practice. Each a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to in Schedule 3.16, together with all amendments, waivers, or other changes thereto. (c) Except as specifically disclosed in Schedule 3.16 hereto: (i) since the date of the Contracts and other instrumentsCurrent Financial Statements, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable no customer or supplier has indicated that it will stop or decrease the rate of business done with Seller, except for changes in accordance with its terms, the ordinary course of the Business; (ii) Seller and, has performed in all material respects the obligations required to Seller's Knowledge any other party thereto, are be performed by it in compliance connection with the provisions thereof, contracts or commitments and Seller and, has not been advised of or received any claim of default under any contract or commitment required to Seller's Knowledge be disclosed hereunder; (iii) Seller has no present expectation or intention of not fully performing any other party thereto, are not in default in the performance, observance obligation pursuant to any contract or fulfillment of any material obligation, covenant or condition contained therein, commitment; and (iv) there has been no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default breach and there is no anticipated breach by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered contract or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. (a) Except as listed specifically contemplated by this Agreement and described except as set forth on Schedule 1.68 and Schedule 2.1.4the "Contracts Schedule" attached hereto, neither the Seller nor ------------------ any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party to any or bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date):oral, any: (i) Contract for the future purchase ofcollective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, retirement or payment forany other form of deferred compensation plan or any stock purchase, supplies stock option, hospitalization insurance or productssimilar plan or practice, whether formal or for the performance of services by another party, involving in any one case $10,000 or moreinformal; (ii) Contract to sell contract for the employment of any officer, individual employee or supply products other person on a full-time or to perform services, involving in consulting basis or any one case $10,000 or more (except for any Resident/Patient's Agreement)severance agreements not terminable by the Seller at will; (iii) Contract agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of its assets; (iv) contract under which the Seller or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (v) agreements with respect to the lending or investing of funds of the Seller, not terminable at will; (vi) material license or royalty agreements; (vii) guaranty by the Seller of any obligation, other than endorsements made for collection and other than by assignment of a contract entered into in the Ordinary Course of Business; (viii) management, consulting, advertising, marketing, promotion, technical services, advisory or other contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Business, calling for payments by the Seller in excess of $75,000 annually; (ix) outstanding powers of attorney executed on behalf of the Seller, other than designations of agents for service of process and other such arrangements in the Ordinary Course of Business; (x) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $75,000 annually; (xi) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it, calling for payments to the Seller in excess of $75,000 annually; (xii) contract or group of related contracts with the same party continuing over a period of more than six months (6) from the date hereof or exceeding dates thereof, not terminable by it on 60 days or less notice without penalties or involving more than $10,000 in value (except for any Resident/Patient's Agreement)75,000; (ivxiii) representative, sales agency, dealer any confidentiality agreement or distributor Contractsimilar arrangement which is material to the Business or which is to be assumed by the Purchaser; (vxiv) lease under contract which Seller is either lessor or lessee other than with respect to prohibits it from freely engaging in business anywhere in the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Businessworld; or (xxv) any other unrecorded agreement material Contract to it whether or not made entered into in the ordinary course Ordinary Course of Seller's business consistent with past practice. Each of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract or ------------------ commitment required to be disclosed on the Contracts Schedule has been breached ------------------ or canceled by the other party and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, the Seller and, to Seller's Knowledge has no knowledge of any anticipated breach by any other party theretoto any contract set forth on the Contracts --------- Schedule, are (ii) since August 31, 1997, no supplier or material customer has -------- indicated in compliance writing or orally to the Seller, any of its Subsidiaries or any Stockholder that it shall stop or materially decrease the rate of business done with the provisions thereofSeller or any of its Subsidiaries or that it desires to renegotiate, in any material respect, any contract or current arrangement with the Seller andor any of its Subsidiaries, (iii) the Seller and each of its Subsidiaries have performed all the obligations required to Seller's Knowledge any other party thereto, be performed by them in connection with the contracts or commitments required to be disclosed on the Contracts --------- Schedule and are not in default under or in the performance, observance or fulfillment breach of any material obligation, covenant contract or condition contained thereincommitment -------- required to be disclosed on the Contracts Schedule, and no event has occurred that ------------------ which with the passage of time or without the giving of notice or lapse of time, or both, both would constitute result in a default by or breach thereunder, (iv) neither the Seller thereunder and, nor any of its Subsidiaries has any present expectation or intention of not fully performing any obligation pursuant to Seller's Knowledge, a default by any other party thereto; (ii) except as contract set forth on Schedule 1.68 the Contracts Schedule, and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.------------------

Contracts and Commitments. Except as listed (a) Contracts. Other than this Agreement and the agreements described on the attached Schedule 1.68 and Schedule 2.1.44.9, neither Seller nor any party acting on behalf ATG nor, to the extent that Almedica as the parent corporation of Seller with Seller's Knowledge and consent ATG obligates ATG, Almedica, is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (i) Contract pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement which is not described on the future purchase ofattached Schedule 4.15, or payment for, supplies or productsany contract with any labor union, or for the performance of services by another party, involving in any one case $10,000 or moreseverance agreement; (ii) Contract to sell contract for the employment or supply products engagement as an independent contractor of any Person on a full-time, part-time, consulting or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)other basis; (iii) Contract continuing over a period of more than six months from the date hereof contract pursuant to which ATG has advanced or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representativeloaned funds, sales agencyor agreed to advance or loan funds, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (iv) contract or indenture relating to any Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any of the ATG Shares or any of the Assets; (v) contract pursuant to which ATG is the lessee of, or holds or operates, any real or personal property owned by any other Person; (vi) contract pursuant to which ATG is the lessor of, or permits any third party to hold or operate, any real or personal property owned by ATG or of which ATG is a lessee; (vii) Contract for assignment, license, indemnification or other contract with respect to any charitable or political contributionintangible property (including any Proprietary Right) which is material to the Business and is not described on the attached Schedule 4.10; (viii) Contract limiting contract or restraining Seller agreement with respect to services rendered or goods sold or leased to or from others, other than any successor or assign from engaging or competing customer purchase order accepted in any likeness the ordinary course of business and in accordance with any PersonATG's past practice; (ix) license, franchise, contract prohibiting ATG from freely engaging in any business anywhere in the world; (x) independent sales representative or distributorship or other agreement, including those that relate in whole or in part agreement with respect to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (xxi) any executory contract (other than one described in Sections 4.9(a)(i) through 4.9(a)(x)) which is material Contract not made to ATG or involves a consideration in the ordinary course excess of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby$25,000.

Contracts and Commitments. Except as listed (a) Contracts. Schedule 4.5 sets forth a complete and described on Schedule 1.68 and Schedule 2.1.4--------- ------------ accurate list of all material Contracts that primarily pertain to the Assets, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound including, without limitation, those in the following the Closing Date):categories: (i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract Contracts not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; business; (ii) except as set forth on Schedule 1.68 Any Contract between either Seller Party and Schedule 2.1.4 no advance payments have been received by a ten percent (10%) stockholder of Seller by or on behalf of any party an Affiliate thereof, (iii) Vendor, distribution, equipment lease, franchise, license, technical assistance, sales, commission, consulting, agency or advertising contracts primarily related to the Assets or the Business; (iv) Any licensing, website hosting, website linking, content or data sharing, data feed, information exchange, advertising, distribution, fee sharing, lead or customer referral, commerce, co-branding, escrow services, order or transaction processing or similar Contract primarily related to the Assets or the Business; (v) Options with respect to any of the ContractsAssets, commitmentswhether either Seller Party shall be the grantor or grantee thereunder; (vi) Contracts involving future expenditures or Liabilities, leases and actual or potential, in excess of Ten Thousand Dollars ($10,000.00); (vii) Contracts or commitments relating to commission arrangements with others primarily related to the Assets or the Business; (viii) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether either Seller Party shall be the borrower, lender or guarantor thereunder or whereby any of the Assets are pledged; (ix) Contracts containing covenants limiting the freedom of either Seller Party or any of its Affiliates, or that will limit the freedom of Buyer, to engage in the Business or in any business related thereto; and (x) Any Contract with the United States, state or local government or any agency or department thereof. Seller has delivered to Buyer and its legal counsel true, correct and complete copies of all of the Contracts listed on Schedule 1.68 4.5, including all amendments ------------ and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebysupplements thereto.

Contracts and Commitments. Except as listed (a) Schedule 3.14(a) lists each contract and described on Schedule 1.68 and Schedule 2.1.4agreement related to the Business, neither whether written or verbal, to which Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party as of the date hereof, including the following contracts and agreements related to any written or oral the Business (for which Purchaser shall be bound following such contracts and agreements, together with the Closing DateReal Property Leases, being “Material Contracts”): (i) Contract for the future any contract or agreement (including purchase of, or payment for, supplies or products, or for the performance orders and acknowledgements) which involves consideration in excess of services by another party, involving in any one case $10,000 or more10,000; (ii) Contract to sell any management contract or supply products other contract, agreement or to perform services, involving in any one case $10,000 similar arrangement with independent contractors or more (except for any Resident/Patient's Agreement)consultants; (iii) Contract continuing over a period any contract or agreement relating to Indebtedness and the respective principal amounts outstanding thereunder as of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's of this Agreement); (iv) representativeany contract or agreement that limits or purports to limit the ability of Seller, sales agencyor of any employees of Seller, dealer to compete in any line of business or distributor Contractwith any Person or in any geographic area or during any period of time; (v) lease under any contract or agreement (A) that contains any “take or pay” or volume commitment provisions binding upon Seller, (B) that contains provisions granting any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person other than Seller or (C) in which Seller is either lessor agreed to provide “most favored” or lessee other than preferential treatment with respect regard to the Real Property Leasedprices; (vi) noteany contract or agreement concerning a partnership or joint venture; (vii) any employment contracts or agreements, debentureor management, bondconsulting or advisory contracts or agreements with any employee, conditional sale agreement, equipment trust agreement, letter consultant or advisor of credit agreement, loan agreement Seller or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (viiviii) Contract any severance (including early retirement and redundancy) plans or arrangements for any charitable current or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness former employee of business with any PersonSeller; (ix) license, franchise, distributorship any non-disclosure contracts or agreements and non-compete contracts or agreements or other agreement, including those that relate in whole contracts or in part to any patent, trademark, trade name, service mark ▇▇ copyright agreements containing confidentiality provisions or to any ideas, technical assistance restrictive covenants binding a current or other know-how former employee of or used by the Business; orSeller; (x) other than the Real Property Leases, any contract or agreement under which Seller is lessee of or holds or operates (A) any real property or (B) any personal property providing for payments in excess of $10,000 annually; (xi) any contract or agreement under which Seller is lessor of or permits any third party to hold or operate any property, real or personal; (xii) any contract or agreement relating to the acquisition or divestiture of the capital stock or other equity securities, assets or business of any Person involving Seller or pursuant to which Seller has any Liability; (xiii) any powers of attorney granted by or on behalf of Seller; (xiv) any sales or distribution contracts or agreements, franchise contracts or agreements and advertising contracts or agreements relating to Seller; (xv) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by Seller; (xvi) other than employment agreements, any contract or agreement with any of the members of Seller, or Affiliates of Seller or any such members; (xvii) any contract or agreement under which Seller has advanced or loaned any amount to any of its directors, officers and employees; (xviii) any contract or agreement pursuant to which Seller has agreed to defend, indemnify or hold harmless any other material Contract Person not otherwise disclosed in Schedule 3.14(a); (xix) any contract or agreement pursuant to which Seller has agreed to settle any Liability for Taxes; (xx) any contract or agreement pursuant to which Seller has agreed to shift or allocate the Liability of Seller or any other Person for Taxes; (xxi) any contract or agreement whereby Seller has entered into an escrow agreement for Seller software; (xxii) any contracts or agreements with customers for which revenue has been pre-paid; (xxiii) any contract in which Seller has granted a Person (other than Seller) an exclusive license to any of the Purchased Assets; and (xxiv) any other contract or agreement, whether or not made in the ordinary course Ordinary Course of Seller's business consistent with past practice. Each Business, which is material to the conduct of the Business. (b) Purchaser has been supplied with a true and correct copy of all written Material Contracts, together with all material amendments, waivers or other changes thereto, and has been given an accurate written description of all Material Contracts and other instrumentsthat are verbal agreements. (c) Seller is not a party to: (i) contracts or agreements with any Authority or (ii) contracts or agreements with a non-Authority in support of a contract or agreement with an Authority. (d) Except as disclosed in Schedule 3.14(d), documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 each Contract: (i) is valid legal, valid, binding and enforceable in accordance with its terms, on Seller and, to the knowledge of Seller's Knowledge , the other parties thereto, and is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect and shall not give rise to any termination, amendment, acceleration, cancellation, penalty or other adverse consequence. Except as disclosed in Schedule 3.14(d), neither Seller nor, to the knowledge of Seller, any other party thereto, are is in compliance with breach of, or default under, or has repudiated any provision of or is currently making any payments, including payment of liquidated damages, under any Contract (nor does there exist any condition which upon the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance passage of time or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice would (i) cause such a breach of or lapse of time, default under or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by give any third party the right to (A) a rebate, chargeback, refund, credit, claim for royalties, penalty or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to change in delivery schedule under any Contract, commitment(B) accelerate the maturity or performance of any obligation of Seller under any Contract, lease (C) cancel, terminate or other instrumentmodify any Contract). Except as disclosed in Schedule 3.14(d), document or undertaking listed on Schedule 1.68 with respect to each Contract, Seller and Schedule 2.1.4 is required for the execution of this Agreement or the consummation each of the transactions contemplated herebyother parties thereto have complied with the terms and conditions of such Contract.

Contracts and Commitments. Except as listed and described on set forth in the Disclosure Schedule 1.68 and Schedule 2.1.43.1.23, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to not legally bound under any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (ia) Contract agreement, contract or commitment with any present or former employee or consultant or for the employment of any person, including any consultant, who is engaged in the conduct of the Business; (b) agreement, contract or commitment for the future purchase of, or payment for, supplies or products, or for the performance of services by another partya third party which supplies, products or services that are used in the conduct of the Business involving in any one case Ten Thousand Dollars ($10,000 10,000.00) or more; (iic) Contract agreement, contract or commitment to sell or supply products ("Goods Contracts") or to perform services, services ("Services Contracts") in connection with the Business involving in any one case Ten Thousand Dollars ($10,000 10,000.00) or more (except for any Resident/Patient's Agreement)more; (iiid) Contract agreement, contract, licenses or commitment relating to the Business not otherwise listed on the Disclosure Schedule and continuing over a period of more than six months from the date hereof or exceeding Ten Thousand Dollars ($10,000 10,000.00) in value (except for any Resident/Patient's Agreement)value; (ive) representativedistribution, dealer, representative or sales agencyagency agreement, dealer contract or distributor Contractcommitment relating to the Business; (vf) lease under which Seller is either lessor or lessee other than with respect relating to the Real Property LeasedAssets or any property at which the Assets are located; (vig) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans relating to the Business or from Employees) agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Personperson relating to the Business; (viih) Contract agreement, contract or commitment for any charitable or political contributioncontribution relating to the Business; (viiii) Contract commitment or agreement for any capital expenditure or leasehold improvement in excess of Ten Thousand Dollars ($10,000.00) relating to the Business; (j) agreement, contract or commitment limiting or restraining Seller Seller, the Business or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to Seller's knowledge, is any employee of business with Seller engaged in the conduct of the Business subject to any Personsuch agreement, contract or commitment; (ixk) license, franchise, distributorship or other agreement, including those that relate agreement which relates in whole or in part to any software, patent, trademark, trade name, service mark m▇▇▇ or copyright or to any ideas, technical assistance or other know-how of or used by Seller in the conduct of the Business; or (xl) any other material Contract agreement, contract or commitment relating to the Business not made in the ordinary course of Seller's business consistent with past practicebusiness. Each of the Contracts agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings listed on in the Disclosure Schedule 1.68 and Schedule 2.1.4 3.1.23 in response to this Section, or not required to be listed therein because of the amount thereof, under which Purchaser is to acquire rights or obligations hereunder is, to Seller's knowledge, valid and enforceable in accordance with its termsterms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and by general principles of equity; Seller andis, and to Seller's Knowledge any knowledge all other party theretoparties thereto are, are in compliance with the material provisions thereofthereof where such default would have a Material Adverse Effect; Seller is not, Seller and, and to Seller's Knowledge any knowledge no other party theretothereto is, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, therein where such default would have a Material Adverse Effect; and no event has occurred that which with or without the giving of notice or lapse of time, or both, would constitute a material default by Seller thereunder andthereunder. Furthermore, to Seller's Knowledgeno such agreement, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contractcontract, commitment, lease lease, plan or other instrument, document or undertaking listed on Schedule 1.68 undertaking, in the reasonable opinion of Seller, contains any contractual requirement with which there is a reasonable likelihood Seller or any other party thereto will be unable to comply and Schedule 2.1.4 is required for such failure to comply will have a Material Adverse Effect. Except as set forth in the execution Disclosure Schedules 3.1.4 or 3.1.23, no written or oral agreement, contract or commitment described therein requires the consent of this Agreement or the consummation of any party to its assignment in connection with the transactions contemplated hereby.

Contracts and Commitments. Except as listed (a) Schedule 4.12 sets forth an accurate, correct and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor complete list of the material Contracts currently in effect related to the Acquired Businesses to which the Company or any party acting on behalf of Seller with Seller's Knowledge and consent Subsidiary is a party party, by which such entity is bound or pursuant to any which such entity is an obligor or a beneficiary, written or oral (for which Purchaser shall be bound following the Closing Date):unwritten, including but not limited to: (i) each Contract for relating to the future purchase of, capital stock or payment for, supplies other securities of the Company or products, or for the performance of services by another party, involving in any one case $10,000 or moreSubsidiary; (ii) each Contract to sell or supply products or to perform services, involving for capital expenditures by any Acquired Company which involves amounts in excess of $25,000 in any one case $10,000 or more fiscal year (except for any Resident/Patient's Agreementother than those that have been fully performed); (iii) each Contract continuing over a period evidencing any indebtedness or obligation of more than six months from the date hereof Company or exceeding $10,000 in value any Subsidiary for borrowed money, for the extension of Credit or the granting of Liens, for the deferred purchase price of assets (except for excluding ordinary course trade payables) or guaranteeing any Resident/Patient's Agreement)indebtedness, obligation or liability; (iv) representative, sales agency, dealer or distributor Contracteach Contract wherein any Acquired Company is bound by a non-competition provision; (v) lease under which Seller is either lessor each joint venture, partnership, teaming arrangement, cooperative arrangement or lessee any other than with respect to the Real Property LeasedContract involving a sharing of profits; (vi) note, debenture, bond, conditional each Contract with any Governmental Entity other than for services or sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for property in the borrowing or lending ordinary course of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Personbusiness; (vii) Contract for each power of attorney, proxy or similar instrument granted by or to any charitable or political contributionAcquired Company; (viii) Contract limiting each agreement, arrangement or restraining Seller or any successor or assign from engaging or competing in any likeness of business understanding with any PersonRelated Party; (ix) license, franchise, distributorship or each Contract with respect to real property (other agreement, including than those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; ordisclosed on Schedule 4.10); (x) each agreement, arrangement or understanding with respect to intellectual property rights (which is not disclosed on Schedule 4.13); (xi) each union or other collective bargaining agreement; (xii) each sales agency, manufacturers representative and distributorship agreement and other distribution or commission arrangement; (xiii) each agreement, order or commitment for the purchase of equipment, services, raw materials, supplies or finished products from any one supplier for an amount in excess of $50,000 (other than those that have been fully performed); (xiv) each outstanding agreement, order or commitment for the rental, lease or sale of equipment, products or services by an Acquired Company for more than $25,000 to any single purchaser or lessee; (xv) each agreement requiring the consent of any party thereto to the consummation of the transactions contemplated hereby; (xvi) each other Contract related to the Acquired Businesses or binding on any Acquired Company which involves payments in excess of $50,000, or which relates to material Contract rights, assets or liabilities, and is not made by its express terms cancelable upon less than thirty (30) days' notice, or which was entered into other than in the ordinary course of Seller's business consistent business; and (xvii) each contract or agreement relating to the response to environmental conditions on or off the Real Property; (b) Current, correct and complete copies of each such Contract described in this Section 4.12 or, in the case of unwritten Contracts, descriptions thereof, have been delivered by the Company to MEDIQ/PRN. (c) Each Contract required to be listed or referred to on Schedule 4.12 or listed or referred to on any other Schedule to this Agreement to which the Company or any Subsidiary is a party, by which such entity is bound or pursuant to which such entity is an obligor or a beneficiary is in full force and effect. Such entity has complied with past practiceall commitments and obligations on its part to be performed or observed under each such Contract to which it is a party. Each To the knowledge of the Contracts Company, each party to each such Contract other than the Company or a Subsidiary has complied with all commitments and other instruments, documents and undertakings listed obligations on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, part to Seller's Knowledge be performed or observed thereunder. The Company has not received any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge notice of a default under any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, such Contract and no event or condition has occurred that with or without the giving of currently exists which constitutes a default or, after notice or lapse of time, time or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by under any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. (a) Except as listed set forth in Schedule 3.13 hereto, under the captions "Leases" and described on "Equipment Leases" in Schedule 1.68 3.9 hereto, or under the captions "Third-Party Licenses" and "Third-Party Licenses" in Schedule 2.1.43.15 hereto, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent Logicraft is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date): any: (i) Contract collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) medical, health or hospitalization insurance or similar plan or practice, whether formal or informal; (iv) contract for the future purchase employment of any officer, individual employee, or other person on a full-time or consulting basis or relative to severance pay or change-in-control benefits for any such person; (v) agreement or indenture relating to the borrowing of money in excess of $50,000 or to mortgaging, pledging or otherwise placing a lien on any of the assets of Logicraft; (vi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement under which it is lessor of, or payment forpermits any third party to hold or operate, supplies any property, real or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; personal; (viii) Contract limiting contract or restraining Seller group of related contracts with the same party for the purchase by Logicraft of products or any successor or assign from engaging or competing services, under which the undelivered balance of such products and services has a purchase price in any likeness excess of business with any Person; $50,000; (ix) license, franchise, distributorship contract or other agreement, including those that relate group of related contracts with the same party for the sale by Logicraft of products or services under which the undelivered balance of such products or services has a sales price in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how excess of or used by the Business$50,000; or (x) any contract relating to the distribution of Logicraft's products; (xi) franchise agreement; or (xii) other agreement material Contract to Logicraft's business or not made entered into in the ordinary course of Seller's business consistent business. (b) Prior to the date of this Agreement, Logicraft has made available to Microtest a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to in Schedule 3.14, together with past practiceall amendments, waivers or other changes thereto. Each 10 (c) Except as specifically disclosed in Schedule 3.13 hereto, (i) since the date of the Contracts and other instrumentsNovember 30, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable 1996 Balance Sheet, no customer or supplier has indicated that it will stop or decrease the rate of business done with Logicraft, except for changes in accordance with its terms, Seller and, the ordinary course of Logicraft's business; (ii) Logicraft has performed the obligations required to Seller's Knowledge any other party thereto, are be performed by it in compliance connection with the provisions thereof, Seller and, contracts or commitments and Logicraft has not been advised of or received any claim of default under any contract or commitment required to Seller's Knowledge be disclosed under such caption; (iii) Logicraft has no present expectation or intention of not fully performing any other party thereto, are not in default in the performance, observance obligation pursuant to any contract or fulfillment commitment; and (iv) Logicraft has no knowledge of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default breach by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered contract or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except (a) Section 4.13 of the Company Disclosure Schedule sets forth a list as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent the date hereof of all material Contracts to which the Company or each Subsidiary is a party to or by which the Company, each Subsidiary or any written or oral of their respective assets are bound, except Intellectual Property Contracts, (for which Purchaser shall be bound following the Closing Date):each, a "Material Contract"), including, without limitation: (i) any Contract for that contains a change of control clause with respect to the future purchase of, Company or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreSubsidiary; (ii) any Contract that restricts the ability of the Company or any Subsidiary to sell or supply products or to perform services, involving (x) engage in any one case $10,000 business anywhere in the world, (y) solicit or more retain any customer or other party to do business, or (except for z) solicit or hire any Resident/Patient's Agreement)person to become an employee; (iii) Contract continuing over a period Contracts with Seller or any of more its affiliates (other than six months from the date hereof Company or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Subsidiary) or any officer, director or employee of Seller, the Company or any Subsidiary or any of such affiliates; (iv) representativeContracts under which the Company or any Subsidiary has borrowed or loaned money or granted any Liens, sales agencyor any note, dealer bond, indenture or distributor Contractother evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness, in each case, relating to amounts in excess of $100,000; (v) lease under which Seller is either lessor or lessee other than with respect Contracts relating to the Real Property Leasedacquisition or disposition of any business or assets outside the ordinary course of business consistent with past practice since January 1, 2004 (whether by merger, sale of stock, sale of assets or otherwise); (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement joint venture agreements or other Contract or for Contracts involving the borrowing or lending sharing of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Personprofits; (vii) Contract for any charitable or political contributionindemnification agreements other than in the ordinary course of business; (viii) any Contract limiting or restraining Seller of the Company or any successor or assign from engaging or competing in any likeness of business Subsidiary with any Personlabor union or any collective bargaining agreement; (ix) licenseany stockholders agreement, franchiseregistration rights agreement, distributorship voting agreement or other agreement, including those that relate in whole similar agreement to which the Company or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; orSubsidiary is subject; (x) leases pursuant to which personal property or Real Property is leased to or from the Company or any Subsidiary; (xi) powers of attorney from the Company or any Subsidiary; (xii) guaranties, suretyships or other material contingent agreements of the Company or any Subsidiary; (xiii) Contracts pursuant to which the Company or any Subsidiary expects to receive or expend in excess of $150,000 over the life of the Contract not made or $50,000 annually; and (xiv) any outstanding written or otherwise binding commitment to enter into any agreement of the type described in subsections (i) through (xiii) of this Section 4.13(a). (b) Seller has provided to Buyer complete copies of all of the ordinary course of Seller's business consistent with past practiceMaterial Contracts. Each of the Contracts Material Contract is in full force and other instruments, documents effect and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable binding on the Company or its Subsidiary, as applicable, in accordance with its terms, Seller andsubject to the Enforceability Exceptions, other than Material Contracts that by their terms have expired consistent with the terms thereof and Section 6.1 since the date hereof. (c) None of the Company, any Subsidiary or, to the knowledge of Seller's Knowledge , any other person who is a party theretothereto is in material breach or violation of, are in compliance with or default under, any Material Contract and to the provisions thereofknowledge of Seller, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that which would result in a material breach of or default under, require any material consent or other action by any person under, or give rise to any material penalty or right of termination, cancellation or acceleration of any material right or obligation of the Company or any Subsidiary or to a loss of any material benefit to which the Company or any Subsidiary is entitled under (in each case, with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by ) any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Material Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither 5.13 lists all of the following contracts or other arrangements (written or oral) related to the Business to which the Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party or by which it or its assets are bound: (a) contracts relating to the manufacture, purchase, distribution, marketing or sales of the Seller’s or any other Person’s products or services (other than purchase and sales orders entered into in the Ordinary Course of Business consistent with past practices and the performance of which by the parties thereto is reasonably expected to be substantially completed within sixty (60) days of the execution thereof), including all volume rebate agreements, “▇▇▇▇ and hold” or other similar arrangements, and all contracts which designate the Seller as an exclusive manufacturer or supplier of any product or service; (b) contracts, agreements or arrangements for the employment of any officer, individual employee, or other Person on a full-time, part-time, consulting or other basis (excluding oral, at-will employment arrangements the generic terms of which are described on an aggregate basis (i.e., ranges of wages of salary, typical benefits, etc.) on Schedule 5.13); (c) instruments, agreements or indentures relating to Funded Indebtedness or to the mortgaging, pledging or otherwise placing a Lien on any asset or group of assets of the Seller; (d) guarantees of any obligation for borrowed money or otherwise; (e) agreements with respect to the lending or investing of funds; (f) leases or agreements under which the Seller is the lessee, sublessee, occupant, holder or operator of any real or personal property owned by any other party; (g) leases or agreements under which the Seller is the lessor or sublessor of or permits any third party to occupy, hold or operate any real or personal property owned or controlled by the Seller; (h) assignments, licenses, indemnifications or agreements with respect to any written form of intangible property, including, without limitation, any Intellectual Property or oral (for which Purchaser shall be bound following the Closing Date):confidential information; (i) Contract contracts or groups of related contracts with the same party for the future purchase ofor sale of products or services, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreincluding all purchase orders and sales orders; (iij) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)research and development agreements; (iiik) Contract continuing over any contracts containing covenants not to compete or similar provisions (A) binding on the Seller, (B) restricting other Persons for the benefit of the Seller or (C) which otherwise restrict competition granted by the Seller in favor of a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)third party; (ivl) representative, sales agency, dealer contracts which contain a “most favored customer” or distributor Contractsimilar provision; (vm) lease contracts under which the amount payable by the Seller is either lessor dependent on the revenues or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement income or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking similar measure of the indebtedness of any other Person; Business (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor part thereof), or assign from engaging under which the Seller is obligated to pay royalties, commissions or competing in any likeness of business with similar payments to any Person; (ixn) licensemarketing, franchiseagency, distributorship advertising, sales representative, broker, subscription, list management, printing, distribution, fulfillment or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Businesssimilar contracts; or (xo) any other material Contract agreements or instruments which are otherwise Material to the Business, and which are not made listed in the ordinary course foregoing clauses of Seller's business consistent with past practicethis Section 5.13; (collectively, the “Material Contracts”). Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 Material Contract is valid and enforceable in accordance with its terms, against the Seller and, to Seller's Knowledge any and the other party parties thereto, are subject to applicable bankruptcy and insolvency Laws and statutes. Except as specifically disclosed on Schedule 5.13, the Seller has performed in compliance with the provisions thereof, Seller and, all respects all obligations required to Seller's Knowledge any other party thereto, are be performed by it and is not in default under or in the performance, observance or fulfillment breach of nor in receipt of any material obligation, covenant claim of default or condition contained therein, breach under any Material Contract; and no event has occurred that which with the passage of time or without the giving of notice or lapse of time, or both, both would constitute result in a default by Seller thereunder and, or breach under any such Material Contract. No other party to Seller's Knowledge, any Material Contract is in default under or in breach of such Material Contract and no event has occurred which with the passage of time or giving of notice or both would result in a default or breach under any such Material Contract. Except as disclosed on Schedule 5.13, each Material Contract is assignable by any the Seller. The unfulfilled sales orders with customers listed on Schedule 1.1(d) and the unfulfilled purchase orders entered into with suppliers listed on Schedule 1.1(d) are assignable by the Seller. The Seller has supplied the Buyer with (i) a true, correct and complete copy of each Material Contract, together with all amendments, waivers or other party changes thereto; , and (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received a reasonably complete description of all material terms of all oral agreements covered by this Section 5.13 to which the Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebya party.

Contracts and Commitments. Except as listed As of the date hereof, Section 3.16 of the Buyer Disclosure Schedule contains a complete and described on Schedule 1.68 and Schedule 2.1.4accurate list of all contracts (written or oral), neither Seller nor plans, undertakings, commitments or agreements or pending negotiations (including, without limitation, intercompany contracts) ("Buyer Contracts") of the following categories to which Buyer or any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (a) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or stockholders of Buyer, and all severance, change in control or similar arrangements with any officers, employees or agents of Buyer that will result in any obligation (absolute or contingent) of Buyer or any of its Subsidiaries to make any payment to any written officers, employees or oral (for which Purchaser shall be bound agents of Buyer or any of its Subsidiaries following the Closing Date):consummation of the Contemplated Transactions or termination or change of terms and conditions of employment, including a change in control of the Buyer; (ib) Contract Buyer Contracts for the future purchase of, or payment forof inventory, supplies or productsservices which are not cancellable (without material penalty, cost or other liability) within one year and, other than Buyer Contracts described elsewhere in this Section 3.16, other Buyer Contracts involving annual expenditures or liabilities in excess of $100,000 which are not cancelable (without material penalty, cost or other liability) within 90 days; (c) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the performance lending of services by another partymoney, involving whether as borrower, lender or guarantor; (d) Buyer Contracts containing covenants limiting the freedom of Buyer or any of its Subsidiaries to engage in any line of business or compete with any Person or operate at any location; (e) any Buyer Contract pending for the acquisition or disposition, directly or indirectly (by merger or otherwise), of material Assets (other than inventory) or capital stock of any Person (including, without limitation, Buyer or any of its Subsidiaries); (f) other than Buyer Contracts described elsewhere in this Section 3.16 or Buyer Contracts which may be omitted pursuant to the specific size limitations set forth in other provisions of this Section 3.16, Buyer Contracts between Buyer and any of its wholly owned Subsidiaries, on one case hand, and any affiliate of Buyer which is not wholly owned, directly or indirectly, by Buyer, on the other hand; (g) any lease (whether of real or personal property) providing for annual rentals of $10,000 15,000 or more; (iih) Contract to sell any sales, distribution or supply products other similar agreement providing for the sale by Buyer or to perform any of its Subsidiaries of materials, supplies, goods, services (including drilling services), involving in any one case $10,000 equipment or more (except for any Resident/Patient's Agreement);other assets; and (iiii) Contract continuing over a period any partnership, joint venture or other similar agreement or arrangement. True and complete copies of more than six months from the date hereof written Buyer Contracts identified in Section 3.16 of the Buyer Disclosure Schedule or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representativetrue summaries of all material terms, sales agency, dealer have been delivered or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect made available to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on (a) Schedule 1.68 and Schedule 2.1.4, neither 5.10 of the Disclosure Schedules contains a list of all Contracts of the following types with respect to the Purchased Business to which the Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent or Media Sub is a party to any written or oral by which the Seller or Media Sub is bound as of the date hereof (for which Purchaser shall be bound following the Closing Date“Material Contracts”): (i) any Contract for pursuant to which the future purchase of, Seller or payment for, supplies or products, or for Media Sub received more than $50,000 over the performance of services by another party, involving in any one case $10,000 or morepast twelve (12) months; (ii) any Contract which obligates, or in the reasonable discretion of the Seller or Media Sub is reasonably likely to sell obligate, the Seller or supply products or Media Sub to perform services, involving pay more than $50,000 over any future twelve (12) month period in any one case $10,000 or more the next five (except for any Resident/Patient's Agreement)5) years; (iii) any indemnification, employment, “change of control,” retention, severance, consulting or other Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for with any Resident/Patient's Agreement);Business Employee; and (iv) representativeany mortgages, sales agencyindentures, dealer guarantees, loans or distributor Contract;credit agreements, security agreements or promissory notes relating to the borrowing of money, extension of credit or other indebtedness for borrowed money by the Seller or Media Sub. (vb) lease under which Seller Except as would not reasonably be expected to have a Material Adverse Effect, each Material Contract is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking a valid and binding obligation of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller Media Sub and, to the Knowledge of the Seller's Knowledge any , of each other party thereto, are and is in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in full force and effect. There exists no material breach or material default in the performance, observance (or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or the lapse of time, or both, would constitute a default by Seller thereunder andmaterial breach or material default) on the part of the Seller, Media Sub, their Affiliates or, to the Knowledge of the Seller's Knowledge, a default by on the part of any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 thereto under any Material Contract. To the Knowledge of the Seller, no advance payments have been received by Seller by event has occurred that with or on behalf without notice or lapse of time would permit termination, modification, or acceleration, under any Material Contract. None of the Seller, Media Sub, their Affiliates or, to the Knowledge of the Seller, any other party thereto has repudiated any material provision of any party Material Contract. With respect to any of all Material Contracts that obligate the Seller or Media Sub to meet volume, service level or similar requirements, the Seller or Media Sub, as applicable, has met all such requirements at the maximum levels required by such Material Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4(a) Section 3.13 of the Disclosure Schedule, neither Seller nor under the caption referencing the subsections of this Section 3.13, lists the following contracts, commitments and/or binding understandings, whether oral or written, to which any party acting on behalf of Seller with Seller's Knowledge and consent the Companies or any Subsidiary is a party to any written or oral and which are in effect as of the date hereof (for which Purchaser shall be bound following the Closing Date“Contracts“): (i) Contract all executive officer or other material employment, agency or consulting agreements, all contracts or commitments providing for severance, termination or similar payments, including on a change of control of the future purchase ofCompanies, and all union, collective bargaining or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moresimilar agreements with labor representatives; (ii) Contract to sell all material distributor, reseller, OEM, dealer, manufacturer’s representative, sales agency or supply products advertising agency, finder’s and manufacturing or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)assembly contracts; (iii) Contract continuing over all material contracts terminable by any other party thereto upon a period change of more than six months from control of the date hereof Companies or exceeding $10,000 any Subsidiary or upon the failure of the Companies or any Subsidiary to satisfy financial or performance criteria specified in value (except for any Resident/Patient's Agreement)such contract as provided therein; (iv) representativeall agreements or indentures relating to the borrowing of money or to mortgaging, sales agency, dealer pledging or distributor Contractotherwise placing a Lien (other than a Permitted Lien) on any of the assets of the Companies or any Subsidiary; (v) lease under which Seller is either lessor or lessee other than purchase orders and similar items in the ordinary course of business, all material contracts or group of related contracts with respect to the Real Property Leasedcustomers or suppliers referenced in Section 3.20 hereof; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement all material contracts containing exclusivity or other Contract noncompetition provisions or for which would otherwise prohibit the borrowing Companies or lending of money (including without limitation loans to or any Subsidiary from Employees) or guarantee, pledge or undertaking of freely engaging in business anywhere in the indebtedness of any other Personworld; (vii) Contract all license agreements, transfer or joint-use agreements or other agreements providing for the payment or receipt of royalties or other compensation by the Companies or any Subsidiary in excess of $100,000 annually or $200,000 in the aggregate for any charitable or political contributionsuch agreement in connection with the Company Intellectual Property (as defined in Section 3.14(a) hereof); (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing and all other material agreements of the Companies not entered into in any likeness the ordinary course of business with any Personor that are material to the business, financial condition or results of operation of the Companies; (ix) license, franchise, distributorship any and all other contracts or other agreement, including those that relate commitments for capital expenditures in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how excess of or used by the Business; or$1,000,000; (x) all material agreements providing for the development of any other material Contract not made products, software or Intellectual Property by or for any third party; and (xi) all agreements for the sale of any capital assets in the ordinary course excess of Seller's business consistent with past practice. $1,000,000. (b) Each of the Companies or the applicable Subsidiary has performed in all material respects all obligations required to be performed by it in connection with the Contracts and is not in receipt of any written claim of material default under any such Contract. The Companies have no knowledge of any breach or anticipated breach by any other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable party to any Contract. The Companies have no knowledge that any existing Contracts with the Companies’ or any Subsidiary’s customers cannot be fully performed by each of the Companies or the applicable Subsidiary in accordance with its terms. (c) Prior to the date of this Agreement, Seller and, the Companies have made available to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment Buyer a true and complete copy of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any each written Contract, commitmenttogether with all amendments, lease waivers or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebychanges thereto.

Contracts and Commitments. (a) Except as listed specifically contemplated by this Agreement and described on except as set forth in Schedule 1.68 and Schedule 2.1.44.13 attached hereto (the "CONTRACTS SCHEDULE"), neither Seller the Company nor any party acting on behalf of Seller with Seller's Knowledge and consent respect to the Division is a party to any or bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date): oral, any: (i) Contract collective bargaining agreement or contract with any law or union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal; (ii) contract for the future purchase employment of any officer, individual employee or other person on a full time or consulting basis or any severance agreements; (iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of its assets; (iv) agreements with respect to the lending or investing of funds; (v) license or royalty agreements (other than the licenses granted by the Company pursuant to its customer subscription agreements); (vi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement under which it is lessee of, or payment forholds or operates, supplies any personal property owned by any other party calling for payments in excess of $25,000 annually; (viii) lease or productsagreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the performance furnishing or receipt of services by another party, involving in any which either calls for performance over a period of more than one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more year (except for any Resident/Patient's Agreement); if such contracts do not involve a sum in excess of $5,000 annually)or involves a sum in excess of $25,000; (iiix) Contract contract or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding dates thereof, not terminable by it on 30 days or less notice without penalties or involving more than $10,000 15,000; (xi) contract which prohibits it from freely engaging in value business anywhere in the world; (except for xii) contract or agreement with any Resident/Patient's Agreementofficer, director, shareholder or other insider of the Company or Seller or any of its affiliates (excluding customer contracts); ; (ivxiii) representativecontract relating to the distribution, marketing or sales agency, dealer or distributor Contract; of its products; (vxiv) lease under which Seller is either lessor or lessee other than warranty agreement with respect to products sold; (xv) franchise agreements; (xvi) agreements, contracts or understandings pursuant to which the Real Property Leased; Business subcontracts work to third parties which involves a sum in excess of $25,000; or (vixvii) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan other agreement material to it whether or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made entered into in the ordinary course of Seller's business consistent with past practice. Each business. (b) Except as specifically contemplated by this Agreement or disclosed in the Contracts Schedule, (i) no contract or commitment required to be disclosed on the Contracts Schedule has been breached or cancelled by the other party since April 1, 1993, (ii) since April 1, 1993, no customer or supplier has indicated in writing or orally to an officer or director of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Company or Seller and, to Seller's Knowledge any other party thereto, are in compliance that it will stop or materially decrease the rate of business done with the provisions thereofBusiness, Seller and, (iii) the Business has performed all the obligations required to Seller's Knowledge any other party thereto, are be performed in connection with the contracts or commitments required to be disclosed on the Contracts Schedule and is not in default in the performance, observance or fulfillment receipt of any material obligationclaim of default under any contract or commitment required to be disclosed on the Contracts Schedule, covenant (iv) the Business has no present expectation or condition contained thereinintention of not fully performing any obligation pursuant to any contract set forth on the Contracts Schedule, and (v) no event director, officer or division directors of the Company or officer or director of Seller has occurred that with knowledge of any breach or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default anticipated breach by any other party thereto; (ii) except as to any contract set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the ContractsContracts Schedule, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iiivi) no consent unfilled customer order or approval commitment obligating the Business to process, manufacture or deliver products or perform services will result in a loss to the Business upon completion of any party performance. (c) Seller has provided Buyer with a true and correct copy of all written contracts which are referred to any Contracton the Contracts Schedule, commitmenttogether with all amendments, lease waivers or other instrument, document or undertaking listed on changes thereto. The Contracts Schedule 1.68 contains an accurate and Schedule 2.1.4 is required for the execution complete description of this Agreement or the consummation all material terms of the transactions contemplated herebyall oral contracts referred to therein.

Contracts and Commitments. Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.44.1.11, neither Seller nor any party acting on behalf of Seller is not, with Seller's Knowledge and consent is respect to the Division, a party to any written or oral (for which Purchaser shall be bound following the Closing Date):written: (ia) Contract agreement, contract or commitment with any present or former employee or consultant, or for the employment of any person, including any consultant, who is engaged in the conduct of the Business; (b) agreement, contract or commitment for the required future purchase of, or payment for, supplies or products, or for the performance of services by another a third party, used in the conduct of the Business involving in any one case $10,000 25,000 or more; (iic) Contract agreement, contract or commitment to sell or supply products or to perform services, services in connection with the Business involving in any one case $10,000 25,000 or more (except for any Resident/Patient's Agreement)more; (iiid) Contract continuing over a period of more than six months from distribution, dealer, representative or sales agency agreement, contract or commitment relating to the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Business; (iv) representative, sales agency, dealer or distributor Contract; (ve) lease under which Seller is either lessor or lessee other than with respect relating to the Real Property LeasedAcquired Assets or any property at which the Acquired Assets are located involving in any one case required annual payments of $25,000 or more; (vif) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter commitment or agreement for any required capital expenditure or leasehold improvement in excess of credit agreement, loan agreement $25,000 (individually or other Contract or for in the borrowing or lending of money (including without limitation loans aggregate) relating to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other PersonBusiness; (viig) Contract for any charitable agreement, contract or political contribution; (viii) Contract commitment limiting or restraining Seller the Division or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to Seller's knowledge, is any employee of business with Seller engaged in the conduct of the Business subject to any Person;such agreement, contract or commitment; or (ixh) license, franchise, distributorship or other agreement, agreement including those that relate the required payment or receipt of more than $25,000 which relates in whole or in part to any patentsoftware, trademark, trade namepatent, service mark ▇▇ copyright copyright, the name "Circuit Test" or to any ideas, technical assistance or other know-how of or used by Seller in the conduct of the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings listed on in Schedule 1.68 and Schedule 2.1.4 4.1.11 or not required to be listed therein because of the amount thereof under which Buyer is to acquire rights or obligations hereunder is valid and enforceable in accordance with its terms. Each agreement, Seller and, to Seller's Knowledge any other party thereto, are in compliance with contract or commitment described therein which requires the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf consent of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of its assignment in connection with the transactions contemplated herebyhereby is appropriately identified as such.

Contracts and Commitments. Except as listed Schedule 3.20 hereto contains a complete, current and described on Schedule 1.68 correct list of all material contracts, commitments, obligations or agreements of the Sellers relating to the operations of the Business, and Schedule 2.1.4all amendments thereto, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any whether written or oral (for the “Contracts”). For purposes of this Section 3.20, a contract which Purchaser is “material” to the Business shall be bound following the Closing Date):include any single contract, whether written or oral: (ia) Contract for the future purchase ofor sale of raw materials, commodities, supplies, inventory, products or payment for, supplies or productsother tangible personal property, or for the furnishing or receipt of services, the performance of services by another party, involving in any one case $10,000 or more; which (iii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing will extend over a period of more than six months from one year, or (ii) involves consideration in excess of $10,000; (b) which constitutes a consulting or similar agreement having a term greater than one year or which constitutes an employment agreement or an agreement which calls for severance payments; (c) which constitutes an agreement by the date hereof Sellers to pay an employee or exceeding $10,000 in value former employee compensation (except for including any Resident/Patient's Agreementbonus but excluding any benefits made available to Seller’s employees generally); (ivd) representative, sales agency, dealer which constitutes an agreement which restricts the Sellers from carrying out its business anywhere in the world or distributor Contractfrom competing with any other person or which is a confidentiality or non-disclosure agreement; (ve) lease under which Seller is either lessor or lessee other than constitutes an agreement by the Sellers with respect to the Real Property Leasedany affiliate; (vif) notewhich constitutes a franchising, debenturepartnership, bond, conditional sale joint venture or similar agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (viig) Contract for any charitable which is a lease or political contributionother agreement relating to real property, including the Leased Real Property; (viiih) Contract limiting which relates to indebtedness for borrowed money or restraining Seller indemnification or any successor guarantee of the Sellers (including any letter of credit) or assign from engaging which grants any Encumbrance (other than a Permitted Encumbrance) on any assets, rights or competing in any likeness properties of business with any Personthe Sellers, or which is a tax sharing or similar agreement; (ixi) licensewhich deals with any environmental investigations or remediations; (j) which is a license or similar agreement for intellectual property, franchise, distributorship whether as licensee or licensor; (k) which constitutes a union or other collective bargaining agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or; (xl) any other material Contract not made in which includes or constitutes a power of attorney; (m) which requires the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf consent of any party thereto to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby; (n) which was entered into other than in the ordinary course of business; or (o) where the consequences of a breach or default thereunder, or the termination, expiration or cancellation thereof, could reasonably be expected to result in a Material Adverse Effect. True, correct and complete copies of all written Contracts described on Schedule 3.20 have been delivered to the Buyer, together with a complete written description of any oral Contract. Each of the Contracts (including the Real Property Leases) is legal, valid and in full force and effect and is valid, binding and enforceable by the Sellers, as applicable, in accordance with its terms. Except as set forth on Schedule 3.20, the Sellers are not in material default under and has not materially breached any of the Contracts or any other contracts of the Sellers and no act or omission has occurred which, with notice or lapse of time or both, would constitute a material breach or default under any term or provision of any such Contract. To the knowledge the Sellers, no other party is in material breach or default under any of such Contracts, and no act or omission has occurred by any other party thereto which, with notice or lapse of time or both, would constitute such a material breach or default under any term or provision thereof.

Contracts and Commitments. Except as listed and described (a) Set forth on the attached Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent 4.09 is a party to any list of all binding agreements or contracts (written or oral (for oral) of the following types to which Purchaser shall be bound following the Closing Date): any ▇▇▇▇▇▇▇’▇ Company is party or by which any ▇▇▇▇▇▇▇’▇ Company is bound: (i) Contract purchase agreements to any completed business acquisition or divestiture by any ▇▇▇▇▇▇▇’▇ Companies within the previous two (2) years; (ii) collective bargaining agreements or contracts with any labor union; (iii) bonus, pension, profit sharing, retirement, severance or other forms of deferred compensation plan, other than as described in Section 4.13 or the schedules relating thereto; (iv) contracts for the future purchase employment of any officer, individual employee or other person on a full-time or consulting basis or contracts with any officer, employee or director (including confidentiality agreements, non-compete agreements); (v) sales representative or distributor agreements; (vi) agreements or indentures relating to the borrowing of money (including those related to the Indebtedness) or to mortgaging, pledging or otherwise placing a Lien on any portion of any ▇▇▇▇▇▇▇’▇ Company’s assets, other than Permitted Liens; (vii) guarantees of any obligation for borrowed money or other material guaranty; (viii) leases or agreements under which it is lessee of, or payment forholds or operates any personal property owned by any other party, supplies for which the annual rental exceeds $50,000; (ix) leases or productsagreements under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $50,000; (x) contracts or group of related contracts with the same party for the performance purchase of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving under which the undelivered balance of such products and services has a selling price in excess of $50,000 (other than purchase orders entered into in the ordinary course of business); (xi) contracts or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000 (other than purchase orders entered into in the ordinary course of business); (xii) contracts relating to the purchase by any one case $10,000 employee of any ▇▇▇▇▇▇▇’▇ Company or more any capital stock of the ▇▇▇▇▇▇▇’▇ Companies; (except xiii) contracts or agreements related to the payment of any bonuses or incentives, to any employee of the ▇▇▇▇▇▇▇’▇ Companies in connection with the sale of any ▇▇▇▇▇▇▇’▇ Company; (xiv) all commitments from vendors to provide co-op allowances, volume allowances, defective product allowances or any other rebates or financial incentives in exchange for any Resident/Patient's Agreement); ▇▇▇▇▇▇▇’▇ Company doing business with such vendor; or (iiixv) Contract contracts continuing over a period of more than six (6) months from the date hereof not terminable by any of the ▇▇▇▇▇▇▇’▇ Companies on 30 days or exceeding $10,000 in value (except for any Resident/Patient's Agreement);less notice without monetary penalty. (ivb) representativeThe Company has delivered or made available to Buyer a true and correct copy of all contracts (or, sales agencyin the case of an oral contract, dealer a written description satisfactory to Buyer of the terms and conditions thereof) required to be disclosed on Schedule 4.09, together with all amendments, waivers or distributor Contract;other changes thereto. (vc) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts ▇▇▇▇▇▇▇’▇ Companies has performed all material obligations required to be performed, and other instrumentsno ▇▇▇▇▇▇▇’▇ Company is in material default, documents and undertakings under any contract required to be listed on Schedule 1.68 4.09. (d) All of the contracts required to be disclosed on Schedule 4.09 are in full force and Schedule 2.1.4 is effect and are legal, valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance binding obligations of one or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any more of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby▇▇▇▇▇▇▇’▇ Companies.

Contracts and Commitments. (a) Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.42.9, with respect to the Business, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): its Affiliates has any: (i) Contract for the future purchase of, collective bargaining agreements or payment for, supplies any agreements or products, policies that contain or for the performance of services by another party, involving in include any one case $10,000 severance pay liabilities or more; obligations; (ii) Contract employment, consulting or similar agreement, contract or commitment which is not terminable without penalty or cost by Seller or one of its Affiliates on notice of thirty (30) days or less or contains an obligation of Seller or one of its Affiliates to sell or supply products or to perform services, involving in any one case pay more than $10,000 or more (except for any Resident/Patient's Agreement); 100,000; (iii) Contract continuing over a period lease of more than six months from the date hereof real or exceeding personal property (as lessor or lessee) involving rental payments in excess of $10,000 in value (except for any Resident/Patient's Agreement); 100,000 per annum; (iv) representative, sales agency, dealer note or distributor Contract; other evidence of Indebtedness for borrowed money or the deferred purchase price of property or services (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made accounts payable and accrued expenses incurred in the ordinary course of Seller's business consistent with past custom and practice); (v) agreement, contract or commitment relating to capitalized expenditures of any kind or nature involving unpaid obligations in excess of $100,000; (vi) agreement, contract or commitment relating to the acquisition of assets of, or any interest in, any business enterprise; (vii) license agreement (including any Software License), or any other contract, arrangement or binding commitment, whether written or oral, with any third party relating to Intellectual Property involving payment obligations (whether executory or fully performed) in excess of $100,000; (viii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000; or (ix) other contract or agreement which involves payments of $100,000 or more and is not cancelable by any party thereto on thirty (30) days or less notice without penalty or cost. Each of the Contracts and other instrumentscontracts, documents and undertakings listed agreements or commitments required to be disclosed on Schedule 1.68 2.9 is referred to herein as a "Material Contract." Seller has delivered or made available to Purchaser copies of each Material Contract required to be disclosed on Schedule 2.9. (b) Except as expressly disclosed on Schedule 2.9: (i) neither Seller nor any of its Affiliates is in violation of, nor has Seller or any of its Affiliates received any claim, whether written or oral, that any of them has breached any of the terms or conditions of any Material Contract; (ii) each Material Contract is in full force and Schedule 2.1.4 effect and is valid valid, binding and enforceable in accordance with its termswithout any default, Seller andbreach, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance waiver or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default indulgence thereunder by Seller thereunder andor any of its Affiliates or, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) to Seller's Knowledge, there are no consent facts or approval conditions which have occurred which, through the passage of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement time or the consummation giving of the transactions contemplated herebynotice, or both, could reasonably be expected to constitute a default under any Material Contract.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4(a) The Disclosure Schedule, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent under the caption referencing this Section 3.14, lists the following agreements, whether oral or written, to which the Company is a party to any written or oral and, which are currently in effect (for which Purchaser shall be bound following the Closing Date"Contracts"): (i) Contract for the future purchase of, collective bargaining agreement or payment for, supplies or products, or for the performance of services by another party, involving in contract with any one case $10,000 or morelabor union; (ii) Contract to sell bonus, pension, profit sharing, retirement or supply products or to perform servicesother form of deferred compensation plan, involving other than as described under the caption referencing Section 3.20 hereof in any one case $10,000 or more (except for any Resident/Patient's Agreement)the Disclosure Schedule; (iii) Contract hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, other than as described under the caption referencing Section 3.20 hereof in the Disclosure Schedule; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vi) confidentiality or nondisclosure agreement, excluding non-exclusive license agreements entered into in the ordinary course of business; (vii) contract, agreement or understanding relating to the voting of any of the Company Common Stock or the election of directors of the Company; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien (other than a purchase money security lien) on any of the assets of the Company; (ix) guarantee of any obligation for borrowed money or otherwise; (x) lease or agreement under which it is lessee of, or holds or operates any property, real or personal, owned by any other party for which the annual rental exceeds $5,000; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate, any property, real or personal for which the annual rental exceeds $5,000; (xii) contract or group of related contracts with the same party for the purchase of products or services under which the undelivered balance of such products or services is in excess of $5,000; (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $5,000; (xiv) contract or group of related contracts with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date hereof or exceeding dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $10,000 5,000; (xv) contract which prohibits the Company from freely engaging in value business anywhere in the world; (except xvi) contract for the distribution of any Resident/Patient's Agreementof the products of the Company (including any distributor, sales and original equipment manufacturer contract); (ivxvii) representative, sales agency, dealer license agreement or distributor Contractother agreement providing for the payment or receipt of royalties or other compensation by the Company in connection with the intellectual property rights listed under the caption referencing Section 3.15 hereof in the Disclosure Schedule; (vxviii) lease under which Seller is either lessor contract or lessee other than with respect to the Real Property Leasedcommitment for capital expenditures in excess of $5,000 individually; (vixix) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness sale of any other Personcapital asset with a net book value in excess of $5,000; (viixx) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used all contracts terminable by the Businessother party thereto upon a change of control of the Company or upon the failure of the Company to satisfy financial or performance criteria specified in such contract as provided therein; or (xxxi) any other agreement which is either material Contract to the Company or was not made entered into in the ordinary course of Seller's business consistent business. (b) The Company has performed in all material respects all obligations required to be performed by it in connection with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment receipt of any claim of default under any such Contract or is aware of any basis for such claim. The Company does not have a present expectation or intention of not fully performing any material obligationobligation pursuant to any Contract other than the failure to obtain any consents required by any third parties to the assignment of such Contracts or to the change of control upon the Merger, covenant neither of which shall not be deemed to be a breach hereunder. Neither the Company nor the Stockholders have any knowledge of any breach or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default anticipated breach by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract. (c) Prior to the date of this Agreement, commitmentto the knowledge of the Company and the Stockholders, lease Parent has been supplied with a true and complete copy of each written Contract, and a written description of each oral Contract, together with all amendments, waivers or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebychanges thereto.

Contracts and Commitments. Except as (i) The agreements listed on the Disclosure Schedule constitute all written and described on Schedule 1.68 and Schedule 2.1.4, neither oral agreements to which Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party that are material to any written or oral (for which Purchaser shall be bound following the Closing Date):Business as currently conducted, including, without limitation, (i1) Contract for any agreements relating to the future construction or purchase ofof capital improvements, or payment forthe purchase of any materials, supplies or productssupplies, or for the performance of services by another partyequipment, involving in any one case the expenditure of more than $10,000 or more50,000; (ii2) Contract to sell any employment, consulting, management, or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)noncompetition agreement not terminable at will without liability on less than 30 days notice; (iii3) Contract continuing over a period of more any bonus, pension, retirement, profit sharing or other plan or agreement providing for employee benefits other than six months from the date hereof or exceeding $10,000 in value (except group health insurance, sick pay, and vacation pay plans for any Resident/Patient's Agreement)employees generally; (iv4) representativeany license of any patent, sales agencycopyright, dealer trade secret or distributor Contractother proprietary right or any other license, or, franchise, or similar agreement; (v5) lease under which Seller is either lessor any contract with any labor union or lessee other than with respect to the Real Property Leasedassociation of employees; (vi6) any indemnification agreement relating to infringement of proprietary rights; (7) any agreement, contract, or commitment that is expected by Seller to be performed at or result in a loss, or which has a would have material adverse effect upon the Business; (8) any lease of personal property material to the operations of Seller; (9) any agreement with any broker, finder, investment banker or underwriter; (10) any note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans relating to the Business or from Employees) agreement or guaranteearrangement for a line of credit or any guaranties, pledge in any manner, whether directly or undertaking indirectly, of the indebtedness any indebtedness, dividend or other obligation of any other Person; person or entity relating to the Business (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made than endorsements in the ordinary course of Seller's business consistent of negotiable instruments for deposit or collection); (1) agreements with past practicesales representatives and distributors, (11) and including each amendment, modification, renewal or extension or other material ancillary document pertaining thereto (the "Seller Agreements"). Each Seller has previously delivered or made available to BuyerPRG correct and complete copies of each of the Contracts and Seller Agreements that are in writing. (ii) Seller has not received notice of cancellation or termination (written or otherwise) under any option or right reserved to the other instruments, documents and undertakings listed party to Seller Agreement or any notice of default (written or otherwise) under such agreement. Except as otherwise disclosed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its termsthe Disclosure Schedule, Seller is not, nor to the knowledge of Seller, is any other party, in breach or default of any Seller Agreement that would cause a material adverse effect on the Business and, to the knowledge of Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that that, with or without the giving of notice or lapse of time, time or both, would constitute such a breach or default by or permit termination, modification or acceleration under such Seller thereunder andAgreement that would cause a material adverse effect on the Business. Except as separately identified in the Disclosure Schedule, no approval or consent of any person is needed in order that the Seller Agreements continue in full force and effect following the assignment of such agreements to Buyer.PRG. Furthermore, to the best knowledge of Seller's Knowledge, no Seller Agreement, in the reasonable opinion of Seller, contains any contractual requirement with which there is a default by reasonable likelihood Seller or any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party thereto will be unable to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebycomply.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.42.1.3, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written or oral (related to or in connection with the Purchased Assets or Business and for which Purchaser shall be bound following the Closing Date): (i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moremore (and not terminable by Seller or Purchaser without penalty or liability on no more than 90 days notice); (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's AgreementAgreement or any other agreement terminable by Seller or Purchaser without penalty or liability on no more than 90 days notice); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's AgreementAgreement or any other agreement terminable by Seller or Purchaser without penalty or liability on no more than 90 days notice); (iv) representative, sales agency, dealer or distributor Contract; (v) lease (other than the Facility Leases) under which Seller is either lessor or lessee other involving an annual payment of more than with respect to the Real Property Leased;$10,000; 24 (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign (including Purchaser) from engaging or competing in any likeness kind of business with any Person;Person (except as disclosed on Schedule 6.8); or (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 2.1.3 is valid and enforceable in accordance with its termsterms in all material respects, Seller and, to Seller's Knowledge any other party thereto, are is in compliance with the provisions thereofthereof in all material respects, Seller and, to Seller's Knowledge any other party thereto, are is not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute such a default by Seller thereunder andor, to Seller's Knowledge, a material default by any other party thereto; (ii) except . Except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments otherwise listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) 2.1.3, no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 2.1.3 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. (a) Except for contracts with Providers, which are addressed exclusively in ‎Section 4.20, or as listed and described set forth on Schedule 1.68 and Schedule 2.1.44.10(a), neither Seller the Company nor any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):by any: (i) Contract for the future purchase ofcollective bargaining agreement or any other contract with any labor union, or payment forseverance agreements, supplies programs, policies or products, or for the performance of services by another party, involving in any one case $10,000 or morearrangements; (ii) Contract contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis (other than offer letters entered into in the ordinary course of business); or contract relating to sell loans to officers, directors or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)Affiliates; (iii) Contract continuing over a period of more than six months from the date hereof contract providing for retention, change in control or exceeding $10,000 in value (except for any Resident/Patient's Agreement)similar payments; (iv) representative, sales agency, dealer contract under which the Company or distributor Contractany of its Subsidiaries has advanced or loaned money to any Person (other than advances of expenses made to employees in accordance with the Company’s policies and past practices); (v) lease under which Seller is either lessor contract or lessee indenture relating to borrowed money or other than with respect to Indebtedness or the Real Property Leasedmortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or any of its Subsidiaries; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness guarantee of any other Personobligation; (vii) Contract for any charitable a financial derivatives master agreement or political contributionconfirmation, or futures account opening agreements and/or brokerage statements, evidencing financial hedging or similar trading activities; (viii) Contract limiting lease or restraining Seller agreement under which the Company or any successor of its Subsidiaries is lessee of or assign from engaging holds or competing in operates any likeness property, real or personal, owned by any other party, except for any lease of business with any Personreal or personal property under which the aggregate annual rental payments do not exceed One Hundred Thousand Dollars ($100,000); (ix) license, franchise, distributorship lease or other agreement, including those that relate in whole agreement under which the Company or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of its Subsidiaries is lessor of or used permits any third party to hold or operate any property, real or personal, owned or controlled by the Business; orCompany or any of its Subsidiaries; (x) assignment, license, indemnification or other agreement with respect to any material intangible property (including, without limitation any Intellectual Property); (xi) agreement relating to the transfer or voting of, or granting any Person any registration rights with respect to shares of capital stock, security or equity interests in the Company or any of its Subsidiaries (including, without limitation, demand and piggyback registration rights); (xii) sales, distribution or franchise agreement; (xiii) contract, agreement or other arrangement with any officer, director, stockholder, partner, employee, or Affiliate, or any Affiliate of any officer, director, stockholder, partner, or employee (other than any contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis or any ordinary course employment related benefits for employees which do not involve annual expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate); (xiv) contract or agreement prohibiting the Company or any of its Subsidiaries from freely engaging in any business or competing anywhere in the world; (xv) any contract for the acquisition, sale or lease of properties or assets (by merger with another Person, purchase or sale of stock, membership interests, assets or similar agreement); (xvi) a “standstill” or similar agreement; (xvii) a contract by which any Person other than a Securityholder is entitled to receive any portion of the Merger Consideration, other than as an item of Indebtedness or Company Transaction Expense; (xviii) a partnership or joint venture contract; (xix) contracts granting a right of first refusal or first negotiation; (xx) any contract with any Governmental Authority; (xxi) to the extent material Contract not made in to the business or financial condition of the Company or any of its Subsidiaries, any (1) product design or development contract, (2) indemnification contract outside of the ordinary course of Seller's business consistent with past practice. business, or (3) license or royalty contract; (xxii) any other agreement not otherwise described in paragraphs (i) - (xxi) of this ‎Section 4.10(a) which involves consideration in excess of Two Hundred Fifty Thousand Dollars ($250,000) annually; and (xxiii) commitments or arrangements to enter into any of the foregoing. (b) Each of the Contracts contracts, agreements and other instruments, documents and undertakings instruments required to be listed on Schedule 1.68 and Schedule 2.1.4 4.10(a), together with each contract of such type entered into in accordance with Section 6.1, is valid a “Material Contract.” Each of the Material Contracts is legal, valid, binding and enforceable in accordance with its termstheir respective terms against the Company or any Subsidiary, Seller as applicable, and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Company’s Knowledge, the other parties thereto. Schedule 4.10(b) sets forth an accurate and complete list of all Vendor Contracts which contain provisions that would give rise to a default right of termination by any other party thereto; (ii) except such counterparty as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any a result of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of entry into this Agreement or the consummation of the transactions contemplated hereby, i.e., as a result of change in control provisions (the “Change In Control Vendor Contracts”). Except as identified in Schedule 4.10(b), no approval, consent or waiver of, or notice to, any Person is needed in order for any Material Contract (including any Change In Control Vendor Contract) to continue in full force and effect following the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have each performed all material obligations required to be performed by them and are not in material default under or in material breach of (nor to the Company’s Knowledge, does any condition exist that with notice or lapse of time or both would constitute a material default by the Company or its Subsidiaries) nor in receipt of any claim of material default or material breach under any such Material Contract; neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; and neither the Company nor any of its Subsidiaries has Knowledge of any material breach by the other parties to any such Material Contract to which it is a party, nor to the Company’s Knowledge, does any condition exist that with notice or lapse of time or both would constitute a material default by any such other party thereunder. Neither the Company nor any of its Subsidiaries have received any written notice of termination or cancellation under any Material Contract or granted to any third party any rights, adverse or otherwise, that would constitute a material breach of any Material Contract. (c) Purchaser has been supplied with a true and correct copy of each of the Material Contracts in existence as of the date hereof, together with any and all amendments and material supplements thereto and material “side letters” and similar documentation relating thereto, together with all amendments thereto. (d) The Company and each of its Subsidiaries has satisfied all performance standards under any Material Contract where it is required to do so and to the Company’s Knowledge (i) neither the Company nor its Subsidiaries are required to return any fees or payments received by it or to provide credits against any future fees or payment that would otherwise be due to it under any Material Contract, and (ii) neither the Company or the Subsidiaries are subject to any penalties under any such Material Contract, by reason of its failure to satisfy any performance standard contained in such Material Contract.

Contracts and Commitments. (a) Except as listed specifically contemplated by this Agreement and described except as set forth on Schedule 1.68 and Schedule 2.1.4the "Contracts Schedule" attached hereto, neither Seller the ------------------ Company nor any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party to any or bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date):oral, any: (i) Contract for the future purchase ofcollective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, retirement or payment forany other form of deferred compensation plan or any stock purchase, supplies stock option, hospitalization insurance or productssimilar plan or practice, whether formal or for the performance of services by another party, involving in any one case $10,000 or moreinformal; (ii) Contract to sell any contract for the employment of any officer, individual employee or supply products other person on a full-time or to perform services, involving consulting basis or any severance agreements providing for an annual salary in any one case excess of $10,000 or more (except for any Resident/Patient's Agreement)50,000; (iii) Contract agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Encumbrances) on any of its assets; (iv) agreements with respect to the lending or investing of funds; (v) royalty agreements; (vi) guaranty of any obligation, other than endorsements made for collection; (vii) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $50,000 annually; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it (other than leases of equipment in the Ordinary Course of Business); (ix) contract or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding dates thereof, not terminable by it on 30 days or less notice without penalties and involving more than $10,000 in value (except for any Resident/Patient's Agreement)50,000 annually; (ivx) representative, sales agency, dealer or distributor Contract; contract which prohibits it from freely engaging in business anywhere in the world (v) lease under which Seller is either lessor or lessee other than with respect agreements which prescribe sales territories to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the BusinessCompany); or (xxi) any other agreement material Contract to it not made entered into in the ordinary course Ordinary Course of Seller's business consistent with past practiceBusiness other than those contracts set forth in the Schedules hereto and specifically cross-referenced on the Contracts Schedule. Each ------------------ (b) Except as disclosed on the Contracts Schedule, (i) to the ------------------ Knowledge of the Company, no contract or commitment required to be disclosed on the Contracts Schedule has been breached or cancelled by the other party and other instrumentsthe ------------------ Company, documents its Subsidiaries and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, the Seller and, to Seller's have no Knowledge of any anticipated breach by any other party theretoto any contract required to be set forth on the Contracts Schedule, are (ii) no customer or supplier has indicated in compliance writing or ------------------ orally to the Company, any of its Subsidiaries or any Seller that it shall stop or decrease the rate of business done with the provisions thereofCompany or any of its Subsidiaries or that it desires to renegotiate its contract or current arrangement with the Company of any of its Subsidiaries, Seller and(iii) the Company and each of its Subsidiaries has, and to Sellerthe Company's Knowledge any each other party theretohas, are in all material respects performed all the obligations required to be performed by it in connection with the material contracts or commitments required to be disclosed on the Contracts Schedule and is not in default under ------------------ or in the performance, observance or fulfillment breach of any material obligation, covenant contract or condition contained thereincommitment required to be disclosed on the Contracts Schedule, and no event has occurred that which with the passage of time or without ------------------ the giving of notice or lapse of time, or both, both would constitute result in a default by Seller thereunder andor breach thereunder, (iv) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing any obligation pursuant to any contract required to be set forth on the Contracts Schedule, and (v) each agreement ------------------ required to be set forth on the Contracts Schedule is, to Sellerthe Company's ------------------ Knowledge, a default by any valid and binding obligation of the other party thereto; parties thereto other than as a result of the Creditors Rights Exception. (iic) except as The Seller has provided NES with a true and correct copy of all written contracts which are required to be disclosed on the Contracts Schedule, ------------------ in each case together with all amendments, waivers or other changes thereto (all of which are disclosed on the Contracts Schedule). The Contracts Schedule ------------------ ------------------ contains an accurate in all material respects and complete description of all material terms of all oral contracts required to be set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebythereon.

Contracts and Commitments. Except Seller represents and warrants to Buyer as listed follows: (a) Other than leases for the Facilities and described on as otherwise set forth in Schedule 1.68 3.05(a) of the Disclosure Schedule, none of the Transferred Assets are subject to, and Schedule 2.1.4, neither the Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date):by: (i) Contract any agreement, contract or commitment requiring the expenditure or series of related expenditures of funds in excess of $10,000 in any fiscal year (other than purchase orders in the ordinary course of business for goods necessary for the future Seller to complete then existing contracts or purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreorders); (ii) Contract to sell any agreement, contract or supply products commitment requiring the payment for goods or to perform services whether or not such goods or services are actually provided or the provision of goods or services at a price less than the Seller’s cost of producing or supplying such goods or providing such services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period any loan or advance to, or investment in, any Person or any agreement, contract, commitment or understanding relating to the making of more than six months from the date hereof any such loan, advance or exceeding $10,000 in value (except for any Resident/Patient's Agreement)investment; (iv) representativeany contract, sales agencyagreement, dealer indenture, note or distributor Contractother instrument relating to the borrowing of money or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for deposit or collection in the ordinary course of business); (v) lease under which Seller is either lessor any management service, employment, consulting or lessee other than with respect to the Real Property Leasedsimilar type contract or agreement; (vi) note, debenture, bond, conditional sale any agreement, equipment trust agreementcontract or commitment that would limit the freedom of the Buyer or any affiliate thereof following the Closing Date to engage in any line of business, letter of credit agreementto own, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guaranteeoperate, sell, transfer, pledge or undertaking otherwise dispose of or encumber any of the indebtedness of Transferred Assets or to compete with any other PersonPerson or to engage in any business or activity in any geographic area; (vii) Contract any agreement, lease, contract or commitment or series of related agreements, leases, contracts or commitments not entered into in the ordinary course of business or, except for any charitable agreements to purchase or political contributionsell goods and services entered into in the ordinary course of business of the Seller, not cancelable by the Seller without penalty to the Seller within 30 calendar days; (viii) Contract limiting other than in respect of the Seller’s customary general warranty for goods sold as described on Schedule 3.13(a) to the Disclosure Schedule, any agreement or restraining contract obligating the Seller or that would obligate or require any successor subsequent owner of the Business or assign from engaging any of the Transferred Assets to provide for indemnification or competing in contribution with respect to any likeness of business with any Personmatter; (ix) license, franchiseany sales, distributorship or other agreement, including those that relate in whole similar agreement relating to the products sold or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used services provided by the Business; orSeller; (x) any other license, royalty or similar agreement; (xi) any contract requiring performance by Seller for a period of one year or more or requiring Seller to purchase or sell a stated portion of its requirements or outputs; (xii) any contract regarding the acquisition by Seller of any operating business or material Contract not made in assets or the ordinary course capital stock of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any Person; or (xiii) any other party theretoagreement, are in compliance with the provisions thereof, contract or commitment that might reasonably be expected to have a Material Adverse Effect. (b) Seller and, to Seller's Knowledge any other party thereto, are is not in default in the performance, observance or fulfillment material breach of any provision of, or is in material obligation, covenant default (or condition contained therein, and no knows of any event has occurred or circumstance that with or without the giving of notice notice, or lapse of time, time or both, would constitute an event of default) under the terms of any of the Contracts and Other Agreements that constitute a default by Seller thereunder and, to part of the Transferred Assets. All of the Contracts and Other Agreements that constitute a part of the Transferred Assets are in full force and effect. To Seller's Knowledgeknowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 there are no advance payments have been received by Seller by pending or on behalf of any party threatened disputes with respect to any of the Contracts, commitments, leases Contracts and other instruments listed on Schedule 1.68 Other Agreements. (c) The enforceability of the Contracts and Schedule 2.1.4 for services to Other Agreements that constitute a part of the Transferred Assets will not be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of affected in any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for manner by the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyhereby and none of the Contracts and Other Agreements that constitute a part of the Transferred Assets require the receipt of the consent or waiver of any Person or Governmental Entity prior to the sale, assignment, transfer, conveyance or delivery thereof pursuant to this Agreement.

Contracts and Commitments. Except as listed (a) Schedules 2.1(c) and 2.1(d) lists all agreements under which Seller or its Affiliates have outstanding commitments related to the Business. Schedule 4.7 lists each of the contracts and agreements of the types described on Schedule 1.68 and Schedule 2.1.4below, neither excluding, however, any such contracts or agreements which relate exclusively to Retained Assets, to which the Seller nor or any party acting on behalf of Seller with Seller's Knowledge and consent its Affiliates is a party to any written or oral is otherwise bound as of the date hereof (for which Purchaser shall be bound following together with the Closing Dateagreements in Sections 2.1(c) and 2.1(d), the “Material Contracts”): (i) any material Contract for or Subcontract containing covenants limiting the future purchase of, or payment for, supplies or products, or for freedom of the performance of services by another party, involving Seller to compete in any one case $10,000 line of business, with any Person or morein any area or territory; (ii) Contract any material license, to sell which Seller is a party either as licensor or supply products licensee, that restricts Seller’s use of any of the Proprietary Rights or to perform services, involving Exclusive Seller Software in any one case $10,000 or more (except for any Resident/Patient's Agreement)connection with the Business; (iii) [any Contract continuing over a period or Subcontract, whether exclusive or otherwise, containing expressed terms and conditions with any Person relating to the Products or Purchased Assets and the terms of more than six months from which are material to the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Business;] (iv) representative, sales agency, dealer agreement or distributor Contractindenture relating to Indebtedness or placing a Lien on any of the Purchased Assets or letter of credit arrangements; (v) lease under nondisclosure or confidentiality agreements pursuant to which Seller is either lessor obligated to maintain the confidentiality of, or lessee other than with respect not to disclose, designated information related to the Real Property LeasedBusiness; (vi) notelease or agreement under which Seller is lessee of or holds or operates any personal property leases, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of owned by any other Personparty for which the annual rent exceeds $100,000; (vii) Contract for any charitable broker, distributor, vendor or political contributionmaintenance agreements; (viii) Contract limiting contracts and licenses (including all inbound licenses) to which Seller is a party either as licensee or restraining Seller or licensor with respect to any successor or assign from engaging or competing in any likeness of business with any Person;Proprietary Rights; or (ix) licenseall client and customer engagements of which Seller, franchiseat the time of the engagement or any subsequent amendment, distributorship provided for Products at non-standard rates of Seller or other agreement, including those that relate in whole non-customary terms or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how conditions of or used by the Business; orSeller. (xb) any other material Contract not made in Subject to obtaining the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings consents listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable 4.3, the enforceability of the Material Contracts will not be affected in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default manner by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Neither Seller nor, to the Knowledge of Seller, any other party, is in default under or in violation of, nor, to the Knowledge of each Specified Individual, is there any basis for any valid claim of default under or violation of, any Material Contract that could, individually or in the aggregate, have a Material Adverse Effect. Each Material Contract is in all material respects valid, binding and in full force and effect and is enforceable by Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), including, without limitation, possible unavailability of specific performance, injunctive relief or other equitable remedies; and there have been no cancellations or threatened cancellations thereof nor outstanding material disputes thereunder.

Contracts and Commitments. (a) Schedule 2.11(a) contains a true and complete list of (i) all license agreements to which either the Company or Pavilion is a party, together with all material amendments thereto; (ii) all other material contracts and documents relevant to the Company's business as a licensor of intellectual property, together with all material amendments thereto; and (iii) all sponsorship contracts and other material contracts of Pavilion, together with all material amendments thereto. (b) Except as listed and described on set forth in Schedule 1.68 and Schedule 2.1.42.11(b), neither Seller the Company nor any party acting on behalf of Seller with Seller's Knowledge and consent Pavilion is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): any: (i) Contract for agreement or indenture relating to the future purchase ofborrowing of money or to mortgaging, pledging or payment for, supplies otherwise placing a lien on any of the assets of the Company or products, or for the performance of services by another party, involving Pavilion other than as disclosed in any one case $10,000 or more; Schedule 2.8(a); (ii) Contract to sell guaranty of any obligation for borrowed money or supply products or to perform servicesotherwise, involving in any one case $10,000 or more (except other than endorsements made for any Resident/Patient's Agreement); collection; (iii) Contract continuing over a period of more than six months contract which prohibits the Company or Pavilion from freely engaging in business anywhere in the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); world; (iv) representativecontract, sales agencyagreement or understanding with any Shareholder, dealer officer, director or distributor Contract; employee (other than for employment on customary terms) of the Company or Pavilion; or (v) lease under which Seller is either lessor or lessee other than with respect agreement material to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter business of credit agreement, loan agreement the Company or Pavilion or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract agreement not made entered into in the ordinary course of Seller's business consistent business. (c) Buyer has been supplied with past practicea true and correct copy of all agreements which are referred to in either Schedule 2.11(a) or Schedule 2.11(b), together with all material amendments, waivers or other changes thereto. Each of the Contracts The Company and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller Pavilion are not and, to Seller's Knowledge any the best knowledge of each of the Responsible Persons, no other party theretoto any material agreement referred to in either Schedule 2.11(a) or Schedule 2.11(b) is, are in compliance default with the provisions respect to any material term or condition thereof, Seller and, to Seller's Knowledge nor has any other party thereto, are not in default in event occurred which through the performance, observance passage of time or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of timenotice, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by or would cause the acceleration of any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf obligation of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebythereto.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.43.12(a), neither the Seller nor any party acting on behalf is not in respect of Seller with Seller's Knowledge and consent is the Business a party to to, or subject to, any written oral or oral (for which Purchaser shall be bound following the Closing Date):written: (i) Contract for the future purchase ofof products for resale, materials, parts or payment for, supplies or products, or for and involving any expenditure by the performance Seller of services by another party, involving in any one case more than $10,000 or more20,000; (ii) Contract to sell for the purchase of machinery or supply products equipment or to perform servicesfor construction, and involving in any one case expenditure by the Seller of more than $10,000 or more (except for any Resident/Patient's Agreement)20,000; (iii) Contract continuing over a period to obtain services and involving any expenditure by the Seller of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)20,000; (iv) representativelease (as lessee) of machinery, sales agency, dealer equipment or distributor Contractother personal property requiring annual rental payments of $20,000 or more; (v) Contract for the sale or lease under which Seller is either lessor of its products or lessee other the Purchased Assets or the furnishing of its services and involving consideration of more than with respect to the Real Property Leased$20,000; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter Contract pursuant to which a party other than the Seller has a right to renegotiate or require a reduction in price or refund of credit agreement, loan agreement or other Contract or for payments made to the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other PersonSeller; (vii) Contract providing for any charitable payment by the Seller of liquidated damages or political contributionpenalties in the event of breach; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business contract with any Persongovernment entity; (ix) licenseContract that relates to the acquisition of any business, franchisea material amount of stock or assets of any other Person or any real property (whether by merger, distributorship sale of stock, sale of assets or other agreementotherwise), including those that relate in whole or each case involving amounts in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how excess of or used by the Business; or$20,000; (x) Contracts relating to indebtedness (including, without limitation, guarantees, but not agreements relating to trade receivables), in each case having an outstanding principal amount in excess of $20,000; (xi) Contract between or among the Seller on the one hand and any Associate of Seller on the other material Contract not made in hand; and (xii) Contracts imposing non-compete restrictions, geographic restrictions, restrictions with regard to the ordinary course passing of Seller's business consistent with past practice. time or other limits on the operation or scope of the Business. (b) True and complete copies of all Assigned Contracts, and all amendments, supplements and modifications thereto have been delivered to Purchaser. (c) Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 to which the Seller is subject or a party in respect of the Business is a valid and binding agreement enforceable in accordance with its terms, terms and is in full force and effect and (i) no material default by the Seller andor, to Seller's Knowledge ’s Knowledge, by any other party thereto, are in compliance with the provisions exists under any provision thereof, (ii) neither Seller and, nor its Associates have received any cancellation or non-renewal notice from any party to Seller's Knowledge a Contract or taken any other party thereto, are not in default in the performance, observance or fulfillment action that constitutes a cancellation of any material obligationof Contracts, covenant (iii) no condition or condition contained therein, and no event has occurred that with or without the giving of exists which after notice or lapse of time, time or both, both would constitute a material breach or default thereunder by the Seller thereunder andany Associate of Seller or, to Seller's ’s Knowledge, a default by any other party theretoparty; and (iiiv) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by 3.12(c), the assignment thereof pursuant to this Agreement will not result in termination of, or on behalf result in a right of termination under, any such agreement, require the consent of any party to thereto or bring into operation any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyprovision thereof.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth in Section 3.19(a) of the Disclosure Letter, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to or otherwise obligated under any of the following Contracts (“Material Contracts”), whether written or oral (for which Purchaser shall be bound following the Closing Date):oral: (i) any Contract providing for the future purchase ofsale of products or the provision of services, or payment forwith a term in excess of one (1) year, supplies or productsby Seller to any other Person, or other than such Contracts that provide for payments, in the performance aggregate of services by another party, involving in any one case less than $10,000 or more10,000; (ii) any Contract to sell (or supply products group of related Contracts) for the purchase of raw materials, commodities, supplies, products, or to perform other personal property, or for the receipt of services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing the performance of which will extend over a period of more than six months from 1 year, or involve consideration in excess of $50,000; (iii) any Contract providing for an expenditure by Seller for the date hereof purchase or exceeding $10,000 in value (except for any Resident/Patient's Agreement)sale of real property; (iv) representativeany Contract, sales agency, dealer bid or distributor Contractoffer to sell products or to provide services to third parties which (A) Seller knows is at a price which would result in a net loss on the sale of such products or provision of such services or (B) contains terms or conditions which Seller cannot reasonably expect to satisfy or fulfill in all material respects; (v) lease under which any purchase commitment for materials, supplies, component parts or other items or services in excess of the normal, ordinary, usual and current requirements of Seller is either lessor or lessee other than with respect to at a price in excess of the Real Property Leasedcurrent reasonable market price at the time of such commitment; (vi) noteany Contract pursuant to which Seller is the lessor or sublessor of, debentureor permits any third party to operate, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement any real or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Personpersonal property; (vii) Contract any revocable or irrevocable power of attorney granted to any Person, for any charitable or political contributionpurpose whatsoever; (viii) Contract limiting any loan or restraining Seller financing agreement, capitalized lease arrangement (other than as set forth in Section 3.14 of the Disclosure Letter), indenture, promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee, endorsement, assumption, indemnity, surety, foreign exchange contract, accommodation or any successor or assign from engaging or competing in any likeness other similar type of business with any Personagreement; (ix) license, franchise, distributorship any arrangement or other agreementagreement which involves (i) a sharing of profits or (ii) any joint venture, including those that relate in whole partnership or in part to any patent, trademark, trade name, service mark ▇▇ copyright similar agreement or to any ideas, technical assistance or other know-how of or used by the Business; orarrangement; (x) any sales agency, sales representation, consultant, distributorship or franchise agreement that is not terminable without penalty within 60 days; (xi) 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; (xii) any collective bargaining agreement; (xiii) any Contract for the employment of any individual on a full-time, part-time, consulting, or other basis or providing severance benefits; (xiv) any Contract providing for the payment of any cash or other benefits upon the sale or change of control of Seller or a substantial portion of its assets; (xv) any Contract prohibiting competition, prohibiting Seller from freely engaging in any business anywhere in the world, or prohibiting the disclosure of trade secrets or other confidential or proprietary information; (xvi) any Contract or commitment not made in the ordinary course of Seller's Ordinary Course, including without limitation any Contract pursuant to which Seller has acquired or disposed of, or has agreed to acquire or dispose of, any securities, business consistent with past practice. Each of unit, product line or the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge like; or (xvii) any other party thereto, are in compliance with Contract under which the provisions thereof, consequences of a default or termination could have a Material Adverse Effect. (b) Seller and, to Seller's Knowledge has not received any other party thereto, are not in default in the performance, observance or fulfillment notice of any material obligationintention to terminate, covenant repudiate or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by disclaim any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Material Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. (a) Except as listed specifically contemplated by this Agreement and described except as set forth on Schedule 1.68 and Schedule 2.1.4the "Contracts Schedule" attached hereto, neither Seller nor any party acting on behalf of Seller no Seller, with Seller's Knowledge and consent respect to the Acquired Business, is a party to any or bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date):oral, any: (i) Contract for the future purchase ofcollective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, retirement or payment forany other form of deferred compensation plan or any stock purchase, supplies stock option, hospitalization insurance or productssimilar plan or practice, whether formal or for the performance of services by another party, involving in any one case $10,000 or moreinformal; (ii) Contract to sell contract for the employment of any officer, individual employee or supply products other person on a full-time, part-time or to perform servicesconsulting basis providing annual compensation in excess of $150,000 and not terminable without penalty, involving in any one case $10,000 severance payment or more (except for any Resident/Patient's Agreement)other expense on the part of the Seller and, after the Closing Date, the Purchaser; (iii) Contract continuing over severance or change of control agreement or similar arrangement; (iv) agreement or indenture relating to the borrowing of money or other Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of its assets; (v) contract under which any Seller has advanced or loaned any other Person amounts in the aggregate exceeding $25,000, other than trade credit extended in the Ordinary Course of Business; (vi) agreement with respect to the lending or investing of funds; (vii) license or royalty agreements; (viii) guaranty of any obligation, other than endorsements made for collection; (ix) management, consulting, advertising, marketing, promotion, technical services, advisory or other contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Acquired Business; (x) outstanding powers of attorney executed on behalf of any Seller, other than powers of attorney granted by the Sellers in the Ordinary Course of Business to customers receiving services so that such customers may register, copyright or otherwise protect intellectual property resulting from such services; (xi) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other Person calling for payments in excess of $50,000 annually; (xii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it and calling for payments in excess of $50,000; (xiii) agreement or group of related agreements with the same Person for the sale or purchase of products or services under which the undelivered balance of such products and services has a price in excess of $50,000; (xiv) agreement or group of related agreements with the same party or group of affiliated parties (including without limitation agreements with customers of the Acquired Business) involving more than $750,000 from the period from May 1, 1999 through and including April 30, 2000; (xv) agreement with a term of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)which is not terminable upon less than 60 days notice without penalty; (ivxvi) representativeconfidentiality agreement or similar arrangement, sales agencyother than customary confidentiality agreements with employees, dealer consultants, subcontractors or distributor Contractcustomers entered into in the Ordinary Course of Business; (vxvii) lease under agreement which Seller is either lessor or lessee prohibits it from freely engaging in business anywhere in the world, other than agreements with respect to customers entered into in the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter Ordinary Course of credit agreement, loan agreement or other Contract or for Business which prohibit the borrowing or lending provision of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or consultants used by the Businesssuch customer to such customer's competitors; or (xxviii) any other agreement material Contract to it (whether or not made entered into in the ordinary course Ordinary Course of Seller's business consistent Business), other than agreements with past practice. Each customers of the Acquired Business entered into in the Ordinary Course of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract or commitment required to be disclosed on the Contracts Schedule has been breached or canceled by the other party and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, no Seller and, to Seller's Knowledge has knowledge of any anticipated breach by any other party theretoto any contract set forth on the Contracts Schedule, are (ii) no customer or supplier has indicated in compliance writing or orally to any Seller or any Insider that it intends to stop or decrease the rate of business done with any Seller or that it desires to renegotiate its contract or current arrangement with any Seller, (iii) the Sellers have performed all the material obligations required to be performed by them in connection with the provisions thereof, Seller and, contracts or commitments required to Seller's Knowledge any other party thereto, be disclosed on the Contracts Schedule and are not in default under or in the performance, observance or fulfillment breach of any material obligation, covenant contract or condition contained thereincommitment required to be disclosed on the Contracts Schedule, and no event has occurred that which, with the passage of time or without the giving of notice or lapse of time, or both, would constitute result in a default by or breach thereunder, (iv) no Seller thereunder and, has any present expectation or intention of not fully performing any obligation pursuant to Seller's Knowledge, a default by any other party thereto; (ii) except as contract set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the ContractsContracts Schedule, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iiiv) no consent or approval of any party to any Contracteach agreement set forth on the Contracts Schedule is legal, commitmentvalid, lease or other instrumentbinding, document or undertaking listed on Schedule 1.68 enforceable and Schedule 2.1.4 is required for the execution of this Agreement or in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Sellers have provided the Purchaser with a true, correct, complete and accurate copy of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers or other changes thereto (all of which are disclosed on the Contracts Schedule). The Contracts Schedule contains an accurate and complete description of all material terms of all oral contracts referred to therein.

Contracts and Commitments. (a) Except for the Purchased Assets and other matters specifically contemplated by this Agreement, and except as listed and described on set forth in Schedule 1.68 and Schedule 2.1.44.11(a), neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent respect to the Business, the Company is not a party to any or bound by, and the Purchased Assets are not bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date):oral, any: (i) collective bargaining agreement or Contract for the future purchase ofwith any labor union or any bonus, commissions, pension, profit sharing, retirement or payment forany other form of deferred compensation plan or any stock purchase, supplies stock option, hospitalization insurance or productssimilar plan or practice, whether formal or for the performance of services by another party, involving in any one case $10,000 or moreinformal; (ii) Contract to sell for the employment of any Transferred Employees listed on Schedule 7.7(a) on a full-time or supply products consulting basis or to perform servicesany notice, involving in any one case $10,000 severance or more (except for any Resident/Patient's Agreement)change-of-control agreements; (iii) Contract continuing relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of the Purchased Assets; (iv) license or royalty Contract; (v) guaranty of any obligation, other than endorsements made for collection; (vi) Contract with any customer listed on Schedule 1.1 or any supplier listed on Schedule 4.23; (vii) Contract under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $10,000.00 annually or under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (viii) Contract or group of related Contracts with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than six months from the date hereof one year or exceeding involves a sum in excess of $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person10,000.00; (ix) licenseContract with any Person for the purchase or supply of vegetables or berries or any other ingredient or material used in a product of the Business; (x) Contract for the co-packaging or similar arrangement for any product of the Business; (xi) Contract which prohibits the Company from freely engaging in the Business anywhere in the world; (xii) Contract relating to the distribution (including with respect to systems, franchiseroutes or networks), distributorship marketing or sales of the Company’s products (the “Distribution Contracts”); (xiii) Contract pursuant to which the Company subcontracts work to third parties; (xiv) Contract relating to the acquisition or sale of the Business (or any material portion thereof); (xv) Contract for warehouse management; (xvi) Contract for movement of freight; (xvii) “take-or-pay” or “requirements” Contract; (xviii) any other agreementContract not already listed under one of the subsections above that involves future payments, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used performance by the Company of services or delivery by the Company of goods or materials of an aggregate amount or value in excess of $10,000.00 on an annual basis, or that otherwise is material to the Business or prospects of the Business, taken as a whole; or (xxix) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each amendment, waiver or modification to any of the Contracts foregoing. (b) Except as disclosed in Schedule 4.11(b) or as would not reasonably be expected to result in a Material Adverse Effect, (i) to the Company’s Knowledge, no Contract or commitment disclosed on, or required to be disclosed on, Schedule 4.11(a) has been breached, defaulted on, or canceled by the other party, and other instrumentsthe Company has no Knowledge of any anticipated breach, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge default or cancellation by any other party theretoto any Contract set forth or required to be set forth on Schedule 4.11(a), are (ii) the Company has performed all the obligations required to be performed by it in compliance connection with the provisions thereofContracts disclosed on, Seller andand the Contracts required to be disclosed on, to Seller's Knowledge any other party thereto, are Schedule 4.11(a) and is not in default under or in the performance, observance or fulfillment breach of any material obligation, covenant or condition contained thereinsuch Contract, and no event has occurred that which with the passage of time or without the giving of notice or lapse of time, or both, both would constitute result in a default by Seller thereunder andor breach thereunder, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent the Company does not have a present expectation or approval intention of not fully performing any party obligation pursuant to any ContractContract set forth on, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 any Contract that is required for to be set forth on, Schedule 4.11(a), and (iv) each Contract with respect to the execution of this Agreement or Business is legal, valid, binding, existing, enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Company has provided Buyer with a true and correct copy of all written Contracts, or provided Buyer with access to such Contracts, which are required to be disclosed on Schedule 4.11(a), in each case together with all amendments, waivers or other changes thereto.

Contracts and Commitments. Except as listed (a) Schedule 2.6 sets forth a true and described on Schedule 1.68 accurate list of the following Contracts and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party commitments relating to any written or oral (for which Purchaser shall be bound following the Closing Date):Businesses: (i) any Contract requiring the expenditure or series of related expenditures of funds in excess of $10,000, other than purchase orders entered into in the Ordinary Course of Business for goods necessary for the future Seller to complete then existing contracts or purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreorders; (ii) Contract any loan or advance to, or investment in, any Person or any agreement, contract, commitment or understanding relating to sell the making of any such loan, advance or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)investment; (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Debt Obligations; (iv) representativeany management service, sales agencyemployment, dealer consulting, leased employee or distributor Contractother similar type of Contract or arrangement; (v) lease under which Seller is either lessor any license, royalty or lessee other than with respect to the Real Property Leasedsimilar agreement; (vi) note, debenture, bond, conditional sale any collective bargaining agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) any Contract for or arrangement pursuant to which Seller grants or is granted any charitable license or political contributionother rights to use any of the assets or any rights of joint use with respect to any of the assets, other than any Personal Property Lease; (viii) any Contract limiting or restraining Seller or any successor or assign from engaging or competing not made in any likeness the Ordinary Course of business with any Person; (ix) license, franchise, distributorship or other agreement, including those Business that relate is to be performed in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright on or to any ideas, technical assistance or other know-how after the date of or used by the Businessthis Agreement; orand (xix) any other material Contract not made in specified above that is material to the ordinary course Businesses. The Seller has delivered to the Buyer true and accurate copies of Seller's business consistent with past practice. Each each document set forth on Schedule 2.6 as amended or modified and each of the Contracts and other instrumentsincluded in the Purchased Contracts as amended or modified. (b) To Seller's Knowledge, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 each of the Purchased Contracts is valid and enforceable by the Seller in accordance with its terms. The Seller has performed all of, Seller andand is not in default with respect to, its material obligations under any of the Purchased Contracts and to the Seller's Knowledge any Knowledge, other party theretoparties thereto have performed all of, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, and are not in default in the performancewith respect to, observance their material obligations thereunder. The Seller has not given nor received any notice of termination or fulfillment cancellation of any material obligation, covenant or condition contained therein, and no event has occurred that with or without Purchased Contracts. Schedule 2.6 also sets forth a listing of all Purchased Contracts requiring the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf consent of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services them to be rendered or products transferred to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyBuyer.