Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11, HI is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement or indenture relating to the borrowing of money or to placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (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 furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.10, none of the attached Schedule 5.11Company, HI Newco or any of the Sold Subsidiaries is not a party to or bound byany: (i) Contract relating to any acquisition of a business, whether written by acquisition of equity interests or oralby asset acquisition, any: by the Company, Newco or any Sold Subsidiary within the last three (i3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or contract with any labor unionsimilar Contract (each, whether formal or informal; a "Collective Bargaining Agreement"); (iiiii) contract Contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis providing for base compensation or any severance agreements; other monetary compensation in excess in the aggregate of $75,000 per annum; (iiiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of HI; (iv) agreements with respects to the lending Company, Newco or investing any of funds; the Sold Subsidiaries; (v) guaranty of any obligation for borrowed money lease, agreement or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement Contract under which HI it is lessee of, of or holds or operates, operates any tangible personal property owned by any other party party, for which the annual rental rent exceeds $50,000; 25,000; (viiivi) lease lease, agreement or agreement other Contract under which HI it is lessor of or permits any third party to hold or operate any personal property, real or personal, owned or controlled by it for which the annual rental rent exceeds $50,000; 25,000; (ixvii) contract Contract or group of related contracts Contracts with the same party for the purchase or sale of raw materials, commodities, 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 one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more other than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 Buyer has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required given access to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred required to be listed on Schedule 5.11 which have been requested by Investors4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement Schedule 2.13(a) contains a complete and except as set forth on the attached Schedule 5.11accurate list of all contracts, HI is not a party to or bound byagreements, commitments, instruments and obligations (whether written or oral, any: proposed, contingent or otherwise, but, excluding such obligation requiring financial payments or commitments of less than $2,500 per year) of the Seller, which relate to or affect the Business or the Assets (the “Seller Agreements”) including those concerning the following matters: (i) collective bargaining agreement the lease, as lessee or contract with lessor, or license, as licensee or licensor, of any labor union, whether formal real or informal; personal property (tangible or intangible); (ii) contract for the employment or engagement of any officer, individual employee director, employee, consultant or group of employees or agent, other person on a full-timethan those terminable at will without severance obligation, part-time or consulting basis or and any severance agreements; covenant not to compete with any former employees; (iii) agreement any contract or indenture relating to the borrowing of money or to placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into commitment that requires financial payments in the ordinary course aggregate in excess of business; (vii) lease $10,000 or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (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 furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum thirty (30) days; (iv) any arrangement with any person or entity affiliated with or related to Seller or any Affiliate of Seller or any immediate family member thereof; (v) any arrangement limiting the freedom of Seller to compete, solicit customers or solicit employees in excess any manner in any geographic area or line of $50,000 per year; business, or requiring Seller to share profits; (xvi) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere any arrangement not in the world; ordinary course of business under which Seller has agreed to assume Liabilities of another party or indemnify or hold harmless another party; (xiiivii) any other agreement material arrangement that could reasonably be anticipated to HI have a Seller Material Adverse Effect; (viii) any arrangement not entered into in the ordinary course of business; (ix) any power of attorney, whether limited or general, granted by or to Seller; (x) any charitable commitment in excess of $2,000 individually per year; (xi) any arrangement with customers, patients, managed care organizations, third party payors, pharmacy benefit managers or drug suppliers that requires financial payments in the aggregate in excess of $10,000 per year or performance over a period of more than thirty (30) days; and (xii) any other arrangement that requires performance for a period of more than thirty (30) days or that requires aggregate payments in excess of $10,000. (b) Seller has delivered to Buyer true and complete copies of all of the written Seller Agreements. Except as specifically contemplated by this Agreement, or disclosed indicated on Schedule 5.112.13(b), the Seller Agreements are valid and effective in accordance with their terms, and there is not under any of Seller Agreements (i) no contract any existing or commitment required to be disclosed on Schedule 5.11 has been breached claimed default by Seller or canceled event which, with the notice or lapse of time, or both, would constitute a default by the other party since June 30, 1999, Seller or (ii) HI has performed in all to the Knowledge of Seller any existing or claimed default by any other party or event which with notice or lapse of time, or both, would constitute a material respects all default by any such party. Except as indicated on Schedule 2.13(b), the continuation, validity and effectiveness of the obligations required to Seller Agreements will not be performed affected by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11Acquisition, and is the Acquisition will not result in receipt a breach of or default under, or require the Consent of any claim other party to, any of default under any contract the Seller Agreements. There is no actual or commitment required to be disclosed on threatened termination, cancellation or limitation of Seller Agreements identified in Section 2.13(a). To the Schedule 5.11Knowledge of the Seller, (iii) HI has there is no present expectation pending or intention of not fully performing any obligation pursuant threatened bankruptcy, insolvency or similar proceeding with respect to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11the Seller Agreements. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the in Schedule 4.12(a) attached Schedule 5.11hereto, HI no Acquired Entity is not a party to or bound by, whether written or oral, by any: : (i) collective bargaining agreement or contract other Contract with any labor unionunion or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, stock option, incentive, hospitalization insurance or similar plan or practice, whether formal or informal; ; (ii) contract Contract for the employment or engagement of any officer, individual employee or group of employees employee, independent contractor or other person Person on a full-time, part-full time or consulting basis or any severance agreements; severance, retention or similar Contracts; (iii) agreement or indenture Contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien an Encumbrance on any of the assets of HI; its assets; (iv) agreements Contract in which such Acquired Entity guarantees the payment of any Indebtedness; (v) Contract with respects respect to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; ; (vi) license license, sublicense or royalty agreements except those entered into in the ordinary course of business; Contract relating to Proprietary Rights; (vii) lease or agreement Contract under which HI it is lessee of, or holds or operates, any personal property owned by any other party calling for which annual rental exceeds payments in excess of $50,000; 25,000 annually; (viii) lease or agreement Contract under which HI 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 which annual rental exceeds payments in excess of $50,000; 25,000 annually; (ix) contract Contract or group of related contracts Contracts with the same party for the license, purchase or sale of raw materials, commodities, 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 one year and involves a sum in excess of $50,000 per year; 25,000 annually; (x) contract relating to Contract or group of related Contracts with the distribution, marketing or sales same party continuing over a period of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; 6 months from the date or dates thereof, not terminable by it on 30 days’ or less notice without penalties or payments; (xi) franchise agreements, (xii) contract Contract which prohibits it from freely engaging in business anywhere in the world; or or (xiiixii) any other agreement material Contract pursuant to HI not entered into which it subcontracts work to third parties which involves a sum in the ordinary course excess of business$25,000 annually. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment Each Contract required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii4.12(a) HI has performed in all material respects all of the obligations required is referred to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has herein as a “Material Contract”. Sellers have provided the Investor Buyer with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by InvestorsMaterial Contracts, in each case together with all amendments, waivers or other changes modifications thereto (all of which are disclosed on Schedule 4.12(a)). Schedule 4.12(a) contains a description of all material terms of all oral Contracts referred to therein. (c) Except as specifically disclosed in Schedule 4.12(c): (i) the Acquired Entities’ have no Knowledge of any cancellation, breach or anticipated breach by any other party to any Material Contract, except for those cancellations, breaches or anticipated breaches that have not resulted in and which will not result in, either individually or, in the case of a series of related breaches, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief; (ii) each Acquired Entity has performed in all respects all the obligations required to be performed by it under or in connection with each Material Contract and no Acquired Entity is in breach of and/or default under any Material Contract, other than those events of non-performance, defaults and breaches that have not resulted in and which will not result in, either individually or, in the case of a series of related events of non-performance, breaches or defaults, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief; (iii) no customer, supplier or independent contractor that is a counterparty to any Material Contract has indicated in writing or, to the Knowledge of the Acquired Entities (after reasonable inquiry of the Acquired Entities’ dispatchers), orally to any Seller or Acquired Entity that it will stop or materially decrease the rate of business done with the Acquired Entities or that it desires to renegotiate its Material Contract with any Acquired Entity; and (iv) each Material Contract is legal, valid, binding, enforceable and in full force and effect, enforceable against each of the parties thereto, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and limitations on the availability of equitable remedies. (d) No Acquired Entity is a party to any Contract, and there is no such Contract by which any Acquired Entity or any of its properties or assets is bound or affected, to loan money or extend credit (other than trade credit or advances to employees or independent contractors (including truck drivers) in the Ordinary Course of Business) to any other Person. No Acquired Entity is a guarantor or otherwise liable for any indebtedness or other obligations of any other Person other than endorsements for collection in the Ordinary Course of Business.

Contracts and Commitments. (a) Except The Contracts Schedule sets forth a correct and complete list of the following Contracts as specifically contemplated by this Agreement and except as of the date hereof (the Contracts within any of the following categories whether or not set forth on such list, the “Company Contracts”) (other than any Contract set forth on the attached Employee Benefits Schedule 5.11and Insurance Schedule, HI is each of which are not a party to or bound by, whether written or oral, any: Company Contracts): (i) collective bargaining agreement or contract with any labor union, whether formal or informal; ; (ii) contract for the employment of any officerall bonds, individual employee notes, debentures, loan or group of employees credit agreements or loan commitments, indentures, mortgages, guarantees, pledges or other person on a full-time, part-time Contracts evidencing or consulting basis governing Indebtedness or any severance agreements; (iii) agreement or indenture relating to the borrowing of money or to placing a Lien on any of the assets of HI; assets; (iii) all exchange traded or over-the-counter swap, forward, future, option, cap, floor or collar financial Contracts, or any other interest rate or foreign currency protection Contract; (iv) all limited liability company agreements, partnership, joint venture or other similar agreements with respects to the lending or investing of funds; arrangements other than any such limited liability company, partnership or joint venture that is a wholly-owned Subsidiary; (v) guaranty of any obligation for borrowed money all leases or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI the Company or any of its Subsidiaries is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; 250,000; (viiivi) lease all leases or agreement other agreements under which HI the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; 250,000; (ixvii) contract all Contracts or group of related contracts Contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year; 250,000; (viii) all 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 $250,000; (ix) all Contracts that purport to limit or restrict the Company or any of its Subsidiaries or its Affiliates from (A) engaging in any line of business or (B) competing with any Person or operating in any location; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; all Contracts with Governmental Entities; (xi) franchise agreements, all Contracts for capital expenditures requiring the payment by the Company or any of its Subsidiaries of an amount in excess of $500,000 individually or $1,000,000 in the aggregate; (xii) contract which prohibits it from freely engaging in business anywhere in all Contracts granting to any Person (other than the world; Company or any of its Subsidiaries) an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of the Company or its Subsidiaries; (xiii) all Contracts with Material Customers that contain most favored nation or other similar provisions with any third party requiring that a third party be offered terms or concessions at least as favorable to those offered to one or more other agreement material to HI not Persons; (xiv) all Contracts entered into since March 31, 2004, or not yet consummated, involving the sale or purchase of substantially all of the assets or capital stock of any Person, or a merger, consolidation, business combination or similar extraordinary transaction; (xv) any acquisition Contract pursuant to which the Company or any of its Subsidiaries has “earn-out” or other contingent payment obligations; (xvi) all Contracts under which the Company or any of its Subsidiaries is the licensor or licensee of material Intellectual Property rights (except Contracts for commercially available off-the-shelf software); (xvii) all Contracts involving any resolution of settlement of any actual or threatened Action or other dispute with a value of greater than $1,000,000; (xviii) all Contracts (other than those described in subsections (i) through (xvii) of this Section 4.10(a)), in each case, involving annual consideration payable to or from the ordinary course Company or any of businessits Subsidiaries of an amount reasonably likely to exceed $1,000,000; and (xix) any Contract or commitment to enter into any one of the foregoing. (b) Correct and complete copies of all Company Contracts, including all amendments, modifications and supplements thereof, have been provided to the Purchaser. Each Company Contract is valid, binding and enforceable in accordance with its terms with respect to the Company or any of its Subsidiaries, as applicable, and to the knowledge of the Company, each other party to such Company Contracts. Except as specifically contemplated by this Agreement, or disclosed set forth on Schedule 5.11, the Contracts Schedule, (i) there is no contract existing default or commitment required breach of the Company or any of its Subsidiaries, as applicable, under any Company Contract, and to be disclosed on Schedule 5.11 has been breached or canceled the knowledge of the Company, there is no default by the any other party since June 30, 1999, to any Company Contract and (ii) HI has performed in all material respects all no counterparty to any Company Contract has, to the knowledge of the Company, threatened or intends not to fully perform its obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract Company Contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation terminate or intention of not fully performing seek to materially modify any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Company Contract. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in the attached Schedule 5.11Southern Disclosure Schedule, HI Southern is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) medical insurance or similar plan or practice, whether formal or informal; (iiiv) contract for the employment of any officer, individual employee or group of employees employee, or other person on a full-time, part-time or consulting basis or relative to severance pay or change-in-control benefits for any severance agreementssuch person; (iiiv) agreement or indenture relating to the borrowing of money in excess of $25,000 or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HISouthern which has a fair market value in excess of $25,000 in the aggregate; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI it is lessee lessor of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate operate, any property, real or personal; (viii) contract or group of related contracts with the same party for the purchase of products or services, owned or controlled by it for under which annual rental exceeds the undelivered balance of such products and services has a purchase price in excess of $50,00025,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or services under which the undelivered balance of such products or services has a sales price in excess of $25,000; (x) other personal property contract or for group of related contracts with the furnishing or receipt of services which either calls for performance same party continuing over a period of more than one year and involves a sum in excess of twelve (12) months from the date or dates thereof or involving more than $50,000 per year25,000; (xxi) material contract relating to the distribution, marketing or sales distribution of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per yearSouthern's products; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the worldfranchise agreement; or (xiii) any other agreement material to HI Southern's business or not entered into in the ordinary course of business. (b) Southern has furnished or otherwise made available to SuperShuttle a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to in this Section 3.13, together with all amendments, waivers or other changes thereto. (c) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, in the Southern Disclosure Schedule: (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, Southern's relations with customers and suppliers are good; (ii) HI since the date of the December 31, 1997 Southern Balance Sheet, no significant customer or supplier has indicated that it will stop or materially decrease the rate of business done with Southern, except for changes in the ordinary course of Southern's business; (iii) Southern has performed in all material respects all of the obligations required to be performed by HI it in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, described herein and is Southern has not in receipt been advised of or received any claim of default under any such contract or commitment required to be disclosed on the Schedule 5.11, commitment; (iiiiv) HI Southern has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, or commitment; and (ivv) HI Southern has no knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11or commitment. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in schedule 5.21, neither the attached Schedule 5.11, HI Company nor the UK Subsidiary is not a party to or bound byby any of the following agreements, whether such agreements are written or oral, any: : (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time time, or consulting basis or any severance agreements; , other than at the will of the employer and subject to termination by either party, without cause and notice of termination; (iiiii) agreement except for any capital lease under which the Company and the UK Subsidiary have aggregate payment obligations of less than $25,000, promissory note, agreement, or promise to pay, or indenture relating to the borrowing of money or to mortgaging, pledging, or otherwise placing a Lien lien, security interest, or other charge or encumbrance on any of the assets of HI; its assets, other than Permitted Liens; (iviii) agreements agreement with respects respect to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; business and consistent with past practice regarding cash management and involving not more than $20,000 in the aggregate; (viiiv) license or royalty agreements, other than off-the-shelf software and agreements with customers in the ordinary course of business and consistent with past practice; (v) guaranty of indebtedness or liability of any other person or entity; (vi) lease or agreement under which HI it is lessee of, or holds or operates, any personal property owned by any other party for which that involves annual rental exceeds payments of more than $50,000; 25,000; (viiivii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; it; (ixviii) contract or group of related contracts with the same party for the purchase or sale by it of raw materials, commodities, supplies, products products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year and that involves a sum in excess of $50,000 per year; 25,000; (ix) contract that prohibits or purports to prohibit it or any of its affiliates from freely engaging in business anywhere in the world or grants exclusive rights, whether in a particular territory or worldwide; (x) contract relating to the distribution, marketing marketing, or sales sale of its products or services services, other than any contract that can be terminated by the Company or the UK Subsidiary on fewer than 90 days’ notice (including contracts to provide advertising allowances without penalty or promotional servicesother termination payment obligation) involving and involves annual payments of not more than $50,000 per year; 25,000; (xi) franchise agreementswarranty agreement with respect to products or services sold or licensed, other than in the ordinary course of business, consistent with past practice, and using the standard form agreement ordinarily used by the Company); (xii) contract which prohibits it from freely engaging in business anywhere franchise agreement and license agreement, other than in the world; or ordinary course of business and consistent with past practice; (xiii) agreement, contract, or understanding pursuant to which it engages independent contractors, other than any contract that can be terminated by the Company or the UK Subsidiary on fewer than 90 days’ notice (without penalty or other agreement material to HI termination payment obligation), involves annual payments of not more than $25,000, and was entered into in the ordinary course of businessbusiness consistent with past practice; or (xiv) other agreement that involves annual payments in excess of $25,000 and cannot be terminated by the Company or the UK Subsidiary on fewer than 90 days’ notice (without penalty or other termination payment obligation). (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all As of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11date of this agreement, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract except as set forth on Schedule 5.11in schedule 5.21, and (iv) HI none of the Specified Senior Employees has no knowledge any Knowledge of any material breach or anticipated material breach by any other party to any contract specific on Schedule 5.11agreement required to be set forth in schedule 5.21. (c) HI The Parent has been provided the Investor with a true and correct copy of all each written contracts which are agreement referred to on Schedule 5.11 which have been requested by Investorsin schedule 5.21, together with all amendments, waivers waivers, or other changes theretoto those agreements. Schedule 5.21 contains an accurate and complete description of all material terms of all oral contracts and agreements referred to in that schedule.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in the attached Company SEC Documents, Schedule 5.113.11(a) of the Company Disclosure Schedule sets forth a true, HI is not a party to or bound by, whether correct and complete list of the following contracts (written or oral) to which the Company or a Subsidiary is a party and under which the Company or any of its Subsidiaries has any rights or obligations, any: contingent or otherwise, (including every material amendment, modification or supplement to the foregoing): (i) collective bargaining agreement any contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or contract an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by the Company with any labor unionthe SEC on the date hereof, whether formal or informal; (ii) contract for the employment of any officerpartnership or joint venture agreements, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement any material contracts of employment or indenture consultancy with employees or contracts with any non-employee representatives or agents, (iv) any contracts or agreements which limit or restrict the Company or any Subsidiary or any employee thereof from engaging in any business in any jurisdiction, (v) agreements for the purchase, sale or lease of any properties or assets (other than in the ordinary course of business), (vi) all bonds, debentures, notes, loans, credit or loan agreements or commitments, mortgages, indentures or guarantees or other agreements or contracts relating to the borrowing of money or to placing a Lien on any involving amounts in excess of the assets of HI; $1 million, (ivvii) agreements with respects to unions, independent contractor agreements requiring payments by the lending Company in excess of $1 million and leased or investing temporary employee agreements requiring payments by the Company in excess of funds; $1 million, (vviii) guaranty leases of any obligation for borrowed money real or otherwisepersonal property involving annual rent of $1 million or more, other than endorsements made for collection; (viix) any contract with any Governmental Authority, (x) license or royalty agreements except those entered into in bearing contracts requiring payments by or to the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (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 furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum Company in excess of $50,000 200,000 per year; (x) contract relating to the distributionyear except off-the-shelf software, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreementsany contract providing for indemnification by the Company or any Subsidiary against any charge of infringement of Intellectual Property Rights, (xii) any contract which prohibits it from freely engaging in business anywhere in with any director, officer or other Affiliate of the world; Company or any of the Subsidiaries, (xiii) any voting, "standstill" or similar agreement, (xiv) any contract requiring payment by or to the Company in excess of $1 million per year that is not terminable by the Company or its Subsidiaries on notice of 90 days or less, (xv) any contract granting a right of first refusal or first negotiation, (xvi) all other contracts, agreements or commitments involving payments made by or to the Company or a Subsidiary of $1.0 million or more including customer contracts and contracts with suppliers and (xvii) any commitment or agreement to enter into any of the foregoing (individually, a "Material Contract" and collectively, "Material Contracts"). Except for agreements or commitments disclosed in the Company SEC Documents or on Schedule 3.11(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any agreement or commitment which is material to HI not entered into the business of the Company or any of its Subsidiaries. The Company has heretofore made available to Parent complete and correct copies of each Material Contract in existence as of the ordinary course of business. (b) Except as specifically contemplated by this Agreementdate hereof, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in together with any and all material respects all of amendments and supplements thereto and material "side letters" and similar documentation relating thereto. To the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11Company's Knowledge, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract except as set forth on Schedule 5.113.11(a) of the Company Disclosure Schedule, none of the contracts to which the Company or any of its Subsidiaries is a party, and no bid outstanding as of the date of this Agreement (iv) HI has no knowledge if accepted or awarded), would result in a Loss Contract, in each case in the reasonable judgment of any material breach or anticipated material breach by any party to the Company's management as of the date of this Agreement. For purposes of this Agreement, "Loss Contract" means any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy total contract value in excess of all written contracts which are referred $250,000 that, to on Schedule 5.11 which have been requested by Investorsthe Knowledge of the Company, together with all amendments, waivers or other changes theretohas a negative gross margin.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in the attached Schedule 5.11AAA-LSF Disclosure Schedule, HI AAA-LSF is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) medical insurance or similar plan or practice, whether formal or informal; (iiiv) contract for the employment of any officer, individual employee or group of employees employee, or other person on a full-time, part-time or consulting basis or relative to severance pay or change-in-control benefits for any severance agreementssuch person; (iiiv) agreement or indenture relating to the borrowing of money in excess of $25,000 or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets of HIAAA-LSF which has a fair market value in excess of $25,000 in the aggregate; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI it is lessee lessor of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate operate, any property, real or personal; (viii) contract or group of related contracts with the same party for the purchase of products or services, owned or controlled by it for under which annual rental exceeds the undelivered balance of such products and services has a purchase price in excess of $50,00025,000; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or services under which the undelivered balance of such products or services has a sales price in excess of $25,000; (x) other personal property contract or for group of related contracts with the furnishing or receipt of services which either calls for performance same party continuing over a period of more than one year and involves a sum in excess of twelve (12) months from the date or dates thereof or involving more than $50,000 per year25,000; (xxi) material contract relating to the distribution, marketing or sales distribution of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per yearAAA-LSF's products; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the worldfranchise agreement; or (xiii) any other agreement material to HI AAA-LSF's business or not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, AAA-LSF has furnished or disclosed on Schedule 5.11, (i) no contract or commitment required otherwise made available to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with SuperShuttle a true and correct copy of all each written contracts which are contract or commitment, and a written description of each oral contract or commitment, referred to on Schedule 5.11 which have been requested by Investorsin this Section 3.13, together with all amendments, waivers or other changes thereto. (c) Except as specifically disclosed in the AAA-LSF Disclosure Schedule: (i) AAA-LSF's relations with customers and suppliers are good; (ii) since the date of the December 31, 1997 AAA-LSF Balance Sheet, no significant customer or supplier has

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Section 4.10(a) of the attached Schedule 5.11Disclosure Schedule, HI neither of the Acquired Companies is not a party to or bound by, whether written or oral, any: any written: (i) joint venture agreement, operating agreement, management agreement, cost sharing agreement, or partnership agreement; (ii) collective bargaining agreement or contract with any labor union; (iii) bonus, whether formal pension, profit sharing, severance, retention, change of control, retirement or informal; other form of deferred compensation plan, in each case, other than as described in Section 4.13; (iiiv) stock purchase, stock option or similar plan with respect to equity of the Acquired Companies; (v) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis providing for fixed compensation in excess of $100,000 per annum, other than offer letters, non-disclosure, non-solicitation, non-competition or any severance similar agreements; ; (iiivi) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any assets of the assets of HI; Acquired Companies; (iv) agreements with respects to the lending or investing of funds; (vvii) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; money; (viii) lease or agreement under which HI it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental payment exceeds $50,000; (ix) 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 for which the annual rental payment exceeds $50,000; ; (ixx) 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 services, involving payments by either Acquired Company for goods, services or for the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess materials of $50,000 per or more in any calendar year; ; (xxi) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services (including contracts involving payments to provide advertising allowances either Acquired Company for goods, services or promotional services) involving more than materials of $50,000 per or more in any calendar year; (xi) franchise agreements, ; (xii) contract which prohibits it from freely engaging in business anywhere in the world; or aging service access point contracts with any Governmental Authority; (xiii) contract that by its terms contains non-competition restrictions that restrict the ability of the Acquired Companies to compete in any geographical area or business (other agreement material to HI not than confidentiality agreements entered into in the ordinary course of business); (xiv) distributorship or sales agency agreement; (xv) contract related to an acquisition or divestiture 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 by either Acquired Company; (xvi) contract between either Acquired Company and any officer, director or equity holder, or, to the knowledge of the Company, any Affiliate thereof; (xvii) contract providing for an exclusive relationship or the purchase from a supplier of all or substantially all of the requirements of either Acquired Company of a particular product or service, including cell phone contracts, utilities, healthcare insurance, leases and the like; (xviii) Billing Arrangement; or (xix) any contract between either Acquired Company and any physician, physician group or Third Party Payor. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 Buyer has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required given access to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy copies of all written contracts which are referred to on Schedule 5.11 which have been requested by Investorslisted in Section 4.10(a) of the Disclosure Schedule, together with all amendments, waivers or other changes theretothereto (each, a “Material Contract” and, collectively, the “Material Contracts”). (c) The Material Contracts are in full force and effect and are valid binding obligations of the Acquired Companies. Except as set forth in Section 4.10(c) of the Disclosure Schedule, (i) neither of the Acquired Companies is in default in any material respect under any Material Contract and (ii) to the Company’s knowledge, the counterparty or counterparties to each such agreement or contract are not in material default thereunder. (d) Except as set forth on Section 4.10 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not result in any material default by the Company under any such Material Contract or afford any other party the right to terminate any such Material Contract. Except as set forth on Section 4.10 of the Disclosure Schedule, the Company has not received written (or, to the knowledge of the Company, oral) notice of any intention of any other party to any Material Contract to exercise any right to cancel or terminate that Material Contract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any of its Subsidiaries is not a party to to, or is otherwise bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 4.13 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsproviding for base compensation in excess of $85,000.00 per annum; (iiiv) agreement or indenture relating to the lending or borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of HIthe Company or any of its Subsidiaries; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000100,000.00; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000100,000.00; (ix) contract or group of related contracts with the same party requiring annual expenditures by the Company or any of its Subsidiaries in excess of $250,000.00, other than agreements which are terminable at will by either party upon less than 90-days notice; (x) contract or group of related contracts with the same party for the sale of products or services which have consideration in excess of $250,000.00, other than agreements which are terminable at will by either party upon less than 90-days notice; (xi) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business or competing with any Person in any product line or business, or operating, anywhere in the world; (xii) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third party or by a third party to the Company or any of its Subsidiaries; (xiii) agreements affecting the Company’s or any of its Subsidiaries’ ownership of or ability to use or disclose any material Intellectual Property; (xiv) partnership agreement and joint venture agreement relating to the Company or any of its Subsidiaries; (xv) contract for the acquisition or sale of a business, line of products, Subsidiary or the Company, whether through the purchase or sale of raw materialsstock, commoditiesassets or otherwise; and (xvi) agreement, suppliesarrangement, products understanding or other personal property or for commitment to do any of the furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum foregoing described in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of businessthis Section 4.09(a). (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all Each of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed listed on the Contracts Schedule 5.11, is a valid and binding agreement of the Company or a Subsidiary of the Company and is not in receipt full force and effect, neither the Company nor any of any claim of its Subsidiaries (as applicable) is in material default under any contract or commitment required to be disclosed listed on the Schedule 5.11Contracts Schedule, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant and, to any contract set forth on Schedule 5.11, and (iv) HI has no the knowledge of any material breach or anticipated material breach by any the Company, the other party to any contract specific each of the contracts listed on the Contracts Schedule 5.11in not in material default thereunder. (c) HI The Company has provided made available to the Investor with a Purchaser true and correct copy complete copies of all written contracts which are referred to listed on Schedule 5.11 which have been requested by Investorsthe Contracts Schedule, together with all amendments, waivers or other changes including amendments thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.112.9(a), HI the Company is not a party to or bound by, whether by any written or oral, any: : (i) collective bargaining agreement or contract other Contract with any labor union, whether formal or informal; ; (ii) contract management agreement or other Contract for the employment of any officer, individual employee or group of employees or other person Person on a full-full time, part-time or consulting basis or providing for the payment of any severance agreements; cash or other compensation or benefits in connection with the sale of all or a material portion of its assets or a change of control (other than at-will employment agreements with its employees which do not commit the Company or its Subsidiaries to severance, termination or other similar payments); (iii) agreement or indenture Contract relating to the borrowing Indebtedness (including any letter of money credit arrangements and guarantees of any obligations) or to the mortgaging, pledging or otherwise placing a Lien on any of the its assets or any of HI; its equity securities; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwiseContract, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee ofincluding, or holds or operatesbut not limited to, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any propertypurchase orders, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ix) contract or group of related contracts with the same party for the purchase purchase, sale, distribution or sale marketing of raw materials, commodities, 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 one year and or involves a sum consideration in excess of $50,000 per year; year or $100,000 in the aggregate; (xv) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract Contract which prohibits it from freely engaging in business anywhere in the world; world without any limitation or adverse consequences; (vi) Contract under which it has advanced or loaned any other Person any amounts; (vii) Contract under which it is lessee of or holds or operates any property, real or personal, owned by any other party which involves annual rental payments of greater than $50,000 or group of such Contracts with the same Person which involve consideration in excess of $100,000 in the aggregate; (viii) Contract 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 which involves consideration in excess of $50,000; (ix) license, indemnification or other Contract with respect to any intangible property (including any Intellectual Property), other than (A) licenses to the Company or its Subsidiaries of unmodified, mass-marketed, executable desktop software applications with a total license fee of less than $2,000 in the aggregate for any such license or group of related licenses, and (B) customer Contracts entered into in the ordinary course of business and containing terms and conditions substantially similar to the terms and conditions of the Company’s standard customer agreement, copies of which have been previously provided to the Buyer; (x) any Contract that provides for a warranty or indemnification with respect to its services rendered or its products sold, leased or licensed; (xi) any Contract with the Company or its Affiliates; (xii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, incentive compensation or other plan, program or arrangement for the benefit of its current or former directors, officers or employees; (xiii) Contract that provides any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of the Company or its Subsidiaries, including, without limitation, Contracts containing “most favored nation” provisions; (xiv) Contract which contains performance guarantees; (xv) Contract involving the settlement of any Action or threatened Action with respect to which, as of the date of this Agreement, (A) any unpaid amount exceeds $50,000 or (B) conditions precedent to the settlement have not been satisfied; (xvi) Contract appointing any agent to act on its or their behalf; (xvii) power of attorney; (xviii) Contract relating to the acquisition or sale of the business (or any material portion thereof), whether or not consummated and including any confidentiality agreements entered into with respect thereto; or (xix) other Contract (or group of related Contracts) the performance of which involves consideration in excess of $50,000 per year or $100,000 in the aggregate or which cannot be canceled by the Company or its Subsidiaries within 30 days notice without premium or penalty or any other agreement Contract material to HI the Company, whether or not entered into in the ordinary course of business. (b) Except as specifically contemplated by this AgreementWith respect to the Company’s obligations thereunder and, with respect to the obligations of the other parties thereto, all of the Contracts set forth or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed set forth on Schedule 5.11 has been breached or canceled 2.9(a) (each a “Material Contract”) hereto are valid, binding and enforceable against the Company and enforceable by the Company against the other party since June 30parties thereto, 1999, (ii) HI in accordance with their respective terms. The Company has performed in all material respects all of the obligations required to be performed by HI it under such Contract and the Company has not received any notice that it is in connection with the contracts default under or commitments required to be disclosed on the Schedule 5.11, and is not in breach of nor in receipt of any claim of default or breach under any contract such Contract; no event has occurred which with the passage of time or commitment required to be disclosed on the Schedule 5.11giving of notice or both would result in a default, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach event of noncompliance by the Company under any party such Contract. The Company shall have the benefit of each Material Contract and shall be entitled to any contract specific on Schedule 5.11enforce each such Contract immediately following the Closing. (c) HI has provided the Investor with a true A true, correct and correct complete copy of all each of the written contracts Contracts and an accurate description of each of the oral Contracts which are referred to on the attached Schedule 5.11 which 2.9(a), have been requested by Investorsdelivered to Buyer. (d) Except as set forth on the attached Schedule 2.9(d) during the preceding five-year period, together with all amendmentsthe Company has not used any name or names under which it invoiced account debtors, waivers maintained records concerning their assets or otherwise conducted their business, other changes theretothan the exact names under which it has executed this Agreement or the Transaction Documents.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the "Contracts Schedule" attached Schedule 5.11hereto, HI neither the Seller nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: any (in each case, to the extent related to the Business): (i) collective bargaining agreement or contract with any labor unionunion 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 employment of any officer, individual employee or group of employees or other person on a full-time, part-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 the assets of HI; 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 (other than account and notes receivable incurred in the Ordinary Course of Business); (v) agreements with respects respect to the lending or investing of funds; ; (vvi) license or royalty agreements; (vii) guaranty of any obligation for borrowed money or otherwiseobligation, other than endorsements made for collection; ; (viviii) license management, consulting, advertising, marketing, promotion, technical services, advisory or royalty agreements except those entered into in other contract or other similar arrangement relating to the ordinary course design, marketing, promotion, management or operation of business; the Business; (viiix) outstanding powers of attorney executed on behalf of the Seller; (x) lease or agreement under which HI it is lessee of, or holds or operates, any personal property owned by any other party calling for which annual rental exceeds payments in excess of $50,000; 25,000 annually; (viiixi) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; it; (ixxii) 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 furnishing or receipt of services which either calls for performance continuing over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to six months from the distributiondate or dates thereof, marketing not terminable by it on 30 days or sales of its products less notice without penalties or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; 25,000; (xixiii) franchise agreements, any confidentiality agreement or similar arrangement; (xiixiv) contract which prohibits it from freely engaging in business anywhere in the world; or or (xiiixv) any other agreement material to HI it whether or not entered into in the ordinary course Ordinary Course of businessBusiness. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11the Contracts Schedule, (i) no contract or commitment required to be disclosed on the Contracts Schedule 5.11 has been breached or canceled by the other party since June 30, 1999and neither the Seller nor the Stockholder has knowledge of any anticipated breach by any other party to any contract required to be disclosed on the Contracts Schedule, (ii) HI no customer or supplier has indicated in writing or orally to the Seller, any of its Subsidiaries or the Stockholder that it shall stop or decrease the rate of business done with the Business or that it desires to renegotiate its contract or current arrangement with the Seller or any of its Subsidiaries, (iii) the Seller and each of its Subsidiaries have performed in all material respects all of the obligations required to be performed by HI them in connection with the contracts or commitments required to be disclosed on the Contracts Schedule 5.11, and is are not in receipt of any claim of default under or in breach of any contract or commitment required to be disclosed on the Schedule 5.11Contracts Schedule, and no event has occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (iiiiv) HI neither the Seller nor any of its Subsidiaries has no any present expectation or intention of not fully performing any obligation pursuant to any contract required to be set forth on Schedule 5.11the Contracts Schedule, and (ivvi) HI has no knowledge each agreement required to be set forth on the Contracts Schedule is legal, valid, binding, enforceable and in full force and effect and will continue as such following the consummation of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11the transactions contemplated hereby. (c) HI The Seller has provided the Investor Purchaser with a true and correct copy of all written contracts which are referred required to be disclosed on Schedule 5.11 which have been requested by Investorsthe Contracts Schedule, in each case together with all amendments, waivers or other changes theretothereto (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 as specifically contemplated by this Agreement and except as set forth on the attached in Schedule 5.113.11 hereto, HI Seller is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-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 the assets of HIPurchased Assets; (iv) agreements with respects to the lending license or investing of fundsroyalty agreements; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI Seller is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viiivi) lease or agreement under which HI Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ixvii) 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 furnishing or receipt of services which either calls for performance over a period of more than one year and six months or involves a sum in excess of $50,000 per yearor which may not be terminable with less than six months' notice; (xviii) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year50,000; (xiix) franchise agreements, (xiix) agreements, contracts or understandings pursuant to which Seller subcontracts work to third parties; (xi) contract which prohibits or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xiiixii) any other agreement which Seller deems material to HI the Business taken as a whole whether or not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on in Schedule 5.113.11, (i) all of the Assumed Contracts are in full force and effect, have not been amended or modified as of the Closing, and are valid, binding and enforceable in accordance with their respective terms, (ii) to the knowledge of Seller, no contract or commitment required to be disclosed on Schedule 5.11 Assumed Contract has been breached or canceled by the other party since June 30December 31, 19991995, and (iiiii) HI has Seller has, to its knowledge, performed in all material respects all of the obligations required to be performed by HI Seller in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, Assumed Contracts and is not in receipt of any claim of default under any such contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11commitment. (c) HI Seller has provided the Investor Buyer with a true and correct copy of all Assumed Contracts, and has made available to Buyer those written contracts which are referred to on Schedule 5.11 3.11 which have been requested by Investorsare not Assumed Contracts, in each case together with all amendments, waivers or other changes thereto. To Seller's knowledge, Schedule 3.11 contains an accurate and complete description of all material terms of all oral contracts referred to therein.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached in Schedule 5.114.12 hereto, HI neither Seller is not a ------------- party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-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 the assets of HIPurchased Assets; (iv) agreements with respects to the lending license or investing of fundsroyalty agreements; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI either Seller is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000party; (viiivi) lease or agreement under which HI either Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000it; (ixvii) 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 furnishing or receipt of services which either calls for performance over a period of more than one year and six months or involves a sum in excess of $50,000 per year10,000 or which may not be terminable with less than six months' notice; (xviii) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year10,000; (ix) franchise agreements; (x) contracts with any Insider; (xi) franchise agreements, contracts or understandings pursuant to which either Seller subcontracts work to third parties; (xii) contract which prohibits or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xiii) any other agreement material to HI Sellers whether or not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on in Schedule 5.114.12, (i) all of the contracts, ------------- agreements and instruments set forth of Schedule 4.12 are in full force and ------------- effect, have not been amended or modified as of the Closing, and are valid, binding and enforceable in accordance with their respective terms, (ii) no contract or commitment required to be disclosed on Schedule 5.11 4.12 has been ------------- breached or canceled by the other party since June 30December 31, 19991997, (iiiii) HI no material customer or supplier has indicated that it will stop or decrease the rate of business done with either Seller, (iv) Sellers have performed in all material respects all of the obligations required to be performed by HI Sellers in connection with the contracts or commitments required to be disclosed on the Schedule 5.114.12, and is are not in receipt of any claim of default ------------- under any contract or commitment required to be disclosed on the Schedule 5.114.12, ------------- (iiiv) HI has Sellers have no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.114.12 hereto, and (ivvi) HI has ------------- Sellers have no knowledge of any material breach or anticipated material breach by any other party to any contract specific set forth on Schedule 5.11.4.12. ------------- (c) HI has Neither Seller is a party to any contract or agreement under which it is required to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates. (d) Sellers have provided the Investor Buyer with a true and correct copy of all written contracts which are referred to on Schedule 5.11 4.12 and has made available ------------- to Buyer those which have been requested by Investorsare not required to be disclosed on Schedule 4.12, in each ------------- case together with all amendments, waivers or other changes thereto. Schedule -------- 4.12 contains an accurate and complete description of all material terms of all ---- oral contracts referred to therein.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether any written or oral, any: : (i) collective bargaining agreement or contract with any labor union, whether formal or informal; ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or the Disclosure Schedules relating thereto; (iii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; providing for base compensation in excess of $200,000 per year; (iiiiv) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any material portion of the assets of HI; (iv) agreements with respects to the lending or investing of funds; Company and its Subsidiaries; (v) guaranty of any obligation for borrowed money Indebtedness or otherwise, other obligations or liabilities involving more than endorsements made for collection; $250,000; (vi) license lease or royalty agreements except those entered into in agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the ordinary course of business; annual rental exceeds $250,000; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any of its personal property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; 250,000; (ixviii) contract or group of related contracts with the same party or group of related parties (with a group of growers not being considered related parties for such purpose), other than standard purchase orders or pricing agreements, for the purchase by the Company or sale its Subsidiaries of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls provided for performance over a annual payments (based on the trailing twelve-month period ending on the date of more than one year the Latest Balance Sheet) from the Company and involves a sum its Subsidiaries in excess of $50,000 per year; 1,500,000; (ix) contract or group of related contracts with a customer (other than standard purchase orders or pricing agreements) that provided for annual revenues (based on the trailing twelve-month period ending on the date of the Latest Balance Sheet) to the Company and its Subsidiaries in excess of $5,000,000; (x) contract agreement relating to any material business acquisition or disposition by the distribution, marketing Company or sales any of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; Subsidiaries since January 1, 2007; (xi) franchise agreements, license or agreement relating to (A) any third-party Intellectual Property that is material to the Company or any of its Subsidiaries or (B) any material Company Intellectual Property; (xii) contract which prohibits it from freely engaging (A) limits in any material respect the freedom of the Company or any of its Subsidiaries to engage in any business anywhere in the world; world or with any Person or which would so limit the Surviving Entity or any of its Affiliates following the Closing or (B) contains “most favored nation” obligations binding on the Company or any of its Subsidiaries; (xiii) any other agreement material contract which, prior to HI the date hereof, was not entered into set forth in the ordinary course Company's electronic data room located at h▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and which binds or purports to bind Affiliates of businessthe Company or any of its Subsidiaries or the Purchaser or any of its Affiliates (other than the Surviving Entity and its Subsidiaries) following the Closing; (xiv) all material agency, dealer, distribution, non-employee sales representative, broker, marketing or other similar agreements; (xv) all material co-packing, production, manufacturing or similar agreements; and (xvi) any partnership, joint venture or other similar agreement or arrangement. (b) Except as specifically contemplated by this AgreementThe Purchaser either has been supplied with, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30given access to, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred listed or required to be listed on the Contracts Schedule 5.11 which have been requested by Investors(the “Material Contracts”), together with all amendments, waivers or other changes thereto. (c) With respect to each Material Contract: (i) such contract is a valid and binding agreement of the Company and/or its Subsidiaries, as applicable, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies; (ii) none of the Company or any of its Subsidiaries is in breach or default in any material respect, nor has the Company or any of its Subsidiaries taken any action or any event or circumstance occurred which, with notice or lapse of time or both, would constitute a breach or default in any material respect, or permit termination, material modification or acceleration or loss of a material benefit, as applicable, under such contract; and (iii) to the Company’s knowledge, no other party is in breach or default in any material respect under such contract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 5.10(a), as of the attached Schedule 5.11date hereof, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract with any labor unionother employee representational agreement, whether formal other than as described in Section 5.19 or informal; Schedule 5.19; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto and other than with regard to (x) discretionary bonuses to non-executive employees which are not in excess of $50,000 annually in any individual case, (y) sales commissions or (z) Sales Bonus Payments; (iii) stock purchase, stock option or similar plan, other than as described in Schedule 5.04; (iv) contract for the employment or engagement of any officer, individual employee or group of employees or other person on a full-time, part-time (including any consultant or consulting basis independent contractor) providing for fixed compensation in excess of $150,000 per annum or any severance agreements; bonus in excess of $50,000 per annum; (iiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets Company's or any of HI; its Subsidiaries' assets; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; money; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000; 250,000; (viii) lease or agreement under which HI it is lessee of, or holds or operates any real property owned by any other party; (ix) 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 for which the annual rental exceeds $50,000; 175,000; (ixx) 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 services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year; 250,000 (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more other than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not purchase orders entered into in the ordinary course of business); (xi) 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 $250,000 (other than purchase orders entered into in the ordinary course of business); (xii) management agreements for the management of any golf course or golf club; (xiii) except for transactions related to financing arrangements, management contracts, lease agreements, the acquisition or disposition of real property, golf course, and golf clubs, to the knowledge of the Company, contract that provide for the indemnification by the Company or its Subsidiaries of any Person outside the ordinary course of business or the assumption of any Tax or environmental liability of any Person; (xiv) contract that limits the ability of the Company or any Subsidiary to compete in any line of business or with any Person or in any geographic area or during any period of time; (xv) contract for capital expenditures or acquisition or construction of fixed assets for or in respect of any individual parcel of real property involving annual payments in excess of $250,000 or aggregate payments at any time in excess of $250,000, but excluding any contract which is expressly reflected or reserved for on the Latest Balance Sheet; or (xvi) contract relating to a joint venture, partnership or similar arrangement involving the sharing of profits, losses, costs or liabilities by the Company or any Subsidiary with any other Person. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 Buyer has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required given access to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors5.10(a), together with all amendments, waivers or other changes thereto. ▇▇▇ ▇▇▇▇▇▇ does not have an employment agreement (which is not expired or terminated in connection with the Closing) and is not entitled to severance upon termination of his employment whether in connection with a change of control or otherwise. (c) As of the date hereof, (i) neither the Company nor any of its Subsidiaries is in material default under any contract required to be listed on Schedule 5.10(a) (each, a "Material Contract" and, collectively, the "Material Contracts"), and (ii) except as set forth on Schedule 5.10(c)(ii) to the Company's knowledge, the other party to each of the Material Contracts is not in material default thereunder. For the avoidance of doubt, Material Contracts do not include any Membership Document. No representations with respect to the Membership Documents are made herein except as set forth in Section 5.21.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in the attached Company SEC Documents, Schedule 5.113.11(a) of the Company Disclosure Schedule sets forth a true, HI is not a party to or bound by, whether correct and complete list of the following contracts (written or oral) to which the Company or a Subsidiary is a party and under which the Company or any of its Subsidiaries has any rights or obligations, any: contingent or otherwise, (including every material amendment, modification or supplement to the foregoing): (i) collective bargaining agreement any contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or contract an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by the Company with any labor unionthe SEC on the date hereof, whether formal or informal; (ii) contract for the employment of any officerpartnership or joint venture agreements, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement any material contracts of employment or indenture consultancy with employees or contracts with any non-employee representatives or agents, (iv) any contracts or agreements which limit or restrict the Company or any Subsidiary or any employee thereof from engaging in any business in any jurisdiction, (v) agreements for the purchase, sale or lease of any properties or assets (other than in the ordinary course of business), (vi) all bonds, debentures, notes, loans, credit or loan agreements or commitments, mortgages, indentures or guarantees or other agreements or contracts relating to the borrowing of money or to placing a Lien on any involving amounts in excess of the assets of HI; $1 million, (ivvii) agreements with respects to unions, independent contractor agreements requiring payments by the lending Company in excess of $1 million and leased or investing temporary employee agreements requiring payments by the Company in excess of funds; $1 million, (vviii) guaranty leases of any obligation for borrowed money real or otherwisepersonal property involving annual rent of $1 million or more, other than endorsements made for collection; (viix) any contract with any Governmental Authority, (x) license or royalty agreements except those entered into in bearing contracts requiring payments by or to the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (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 furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum Company in excess of $50,000 200,000 per year; (x) contract relating to the distributionyear except off-the-shelf software, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreementsany contract providing for indemnification by the Company or any Subsidiary against any charge of infringement of Intellectual Property Rights, (xii) any contract which prohibits it from freely engaging in business anywhere in with any director, officer or other Affiliate of the world; Company or any of the Subsidiaries, (xiii) any voting, “standstill” or similar agreement, (xiv) any contract requiring payment by or to the Company in excess of $1 million per year that is not terminable by the Company or its Subsidiaries on notice of 90 days or less, (xv) any contract granting a right of first refusal or first negotiation, (xvi) all other contracts, agreements or commitments involving payments made by or to the Company or a Subsidiary of $1.0 million or more including customer contracts and contracts with suppliers and (xvii) any commitment or agreement to enter into any of the foregoing (individually, a “Material Contract” and collectively, “Material Contracts”). Except for agreements or commitments disclosed in the Company SEC Documents or on Schedule 3.11(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any agreement or commitment which is material to HI not entered into the business of the Company or any of its Subsidiaries. The Company has heretofore made available to Parent complete and correct copies of each Material Contract in existence as of the ordinary course of business. (b) Except as specifically contemplated by this Agreementdate hereof, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in together with any and all material respects all of amendments and supplements thereto and material “side letters” and similar documentation relating thereto. To the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11Company’s Knowledge, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract except as set forth on Schedule 5.113.11(a) of the Company Disclosure Schedule, none of the contracts to which the Company or any of its Subsidiaries is a party, and no bid outstanding as of the date of this Agreement (iv) HI has no knowledge if accepted or awarded), would result in a Loss Contract, in each case in the reasonable judgment of any material breach or anticipated material breach by any party to the Company’s management as of the date of this Agreement. For purposes of this Agreement, “Loss Contract” means any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy total contract value in excess of all written contracts which are referred $250,000 that, to on Schedule 5.11 which have been requested by Investorsthe Knowledge of the Company, together with all amendments, waivers or other changes theretohas a negative gross margin.

Contracts and Commitments. (a) Except as specifically contemplated set forth on the attached Contracts Schedule, neither the Partnership nor any of its Subsidiaries is a party to any written or oral: (i) contract involving payments of more than $1,000,000 per year or relating to the borrowing of money, or to mortgaging, pledging or otherwise placing a lien on any of the assets of the Partnership or any of its Subsidiaries, other than Permitted Liens; (ii) license or royalty agreement involving expected payments of more than $100,000 in the aggregate; (iii) contract that grants exclusive rights or that would impose any significant restrictions upon the ability of the Partnership and its Subsidiaries to freely engage in their businesses anywhere in the world; (iv) guaranty of any obligation of any Person (other than the Partnership or its Subsidiaries); (v) contract relating to the supply, manufacturing, distribution, marketing, advertising or promotion of products or services (whether by this Agreement the Partnership or its Subsidiaries or for the Partnership or its Subsidiaries) involving in any such case payments of more than $500,000 per year (other than sales or purchases made pursuant to purchase orders in the ordinary course of business); (vi) contract relating to the pending acquisition or sale of a business, the capital stock of another Person or assets having a fair market value in excess of $1,000,000; (vii) employment agreement or consulting agreement providing for payments thereunder in excess of $100,000 per year; (viii) contract under which a Person (other than the Partnership or any of its Subsidiaries) is advanced or loaned an amount exceeding $10,000; (ix) agreement for the sale, lease, license, rental or disclosure of any list, record or database of the Partnership or any of its Subsidiaries; (x) contract for joint ventures, strategic alliances or partnerships (other than the organizational documents of the Partnership and its Subsidiaries); or (xi) contract for capital expenditures in excess of $250,000. (b) Each contract required to be disclosed on the attached Contracts Schedule is in full force and effect and is the legal, valid and binding obligation of the Partnership or its Subsidiaries, enforceable against them in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principals of equity affecting the availability of specific performance and other equitable remedies. Neither the Partnership, any of its Subsidiaries nor, to the Partnership’s Knowledge, any other party thereto, is in material violation of or default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any contract required to be disclosed on the attached Contracts Schedule, except as set forth on the attached Schedule 5.11, HI is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement or indenture relating to the borrowing of money or to placing a Lien on any of the assets of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (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 furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere in the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11Contracts Schedule. (c) HI Except as set forth on the Contracts Schedule, the Partnership has provided the Investor with a made available to Buyer true and correct copy copies of all written contracts which are referred to and summaries of all oral contracts listed on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes theretothe attached Contracts Schedule.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached in Schedule 5.114.11 hereto, HI Seller is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-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 the assets of HIPurchased Assets; (iv) agreements with respects to the lending license or investing of fundsroyalty agreements; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease or agreement under which HI Seller is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viiivi) lease or agreement under which HI Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ixvii) 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 furnishing or receipt of services which either calls for performance over a period of more than one year and six months or involves a sum in excess of $50,000 per yearor which may not be terminable with less than six months' notice; (xviii) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year50,000; (xiix) franchise agreements, (xiix) agreements, contracts or understandings pursuant to which Seller subcontracts work to third parties; (xi) contract which prohibits or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xiiixii) any other agreement which Seller deems material to HI the Business taken as a whole whether or not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on in Schedule 5.114.11, (i) all of the Assumed Contracts are in full force and effect, have not been amended or modified as of the Closing, and are valid, binding and enforceable in accordance with their respective terms, (ii) to the knowledge of Seller, no contract or commitment required to be disclosed on Schedule 5.11 Assumed Contract has been breached or canceled by the other party since June 30December 31, 19991995, and (iiiii) HI has Seller has, to its knowledge, performed in all material respects all of the obligations required to be performed by HI Seller in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, Assumed Contracts and is not in receipt of any claim of default under any such contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11commitment. (c) HI Seller has provided the Investor Buyer with a true and correct copy of all Assumed Contracts, and has made available to Buyer those written contracts which are referred to on Schedule 5.11 4.11 which have been requested by Investorsare not Assumed Contracts, in each case together with all amendments, waivers or other changes thereto. To Seller's knowledge, Schedule 4.11 contains an accurate and complete description of all material terms of all oral contracts referred to therein.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth listed on the attached Schedule 5.112.12, HI Seller is not a party to any oral or bound by, whether written or oral, anywritten: (i) collective bargaining agreement or contract Contract with any labor unionunion 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 any severance agreement or arrangement; (ii) contract management agreement, Contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or providing for the payment of any severance agreementscash or other compensation or benefits upon the sale of the Business or prohibiting competition or the disclosure of trade secrets or confidential information; (iii) agreement or indenture Contract relating to the borrowing of money indebtedness or to mortgaging, pledging or otherwise placing a Lien lien on any of the Seller’s assets or letter of HI; (iv) agreements with respects credit arrangements or to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (viiv) Contract with respect to the lending or investing of funds or relating to the ownership of or investments in any business or enterprise; (v) license or royalty agreements except those entered into in Contracts (vi) Contract under which Seller is a lessee of or holds or operates any property, real or personal, owned by any other person for which the ordinary course of businessannual rental exceeds Five Thousand Dollars ($5,000.00); (vii) lease or agreement Contract under which HI Seller is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI is a lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for Seller; (viii) broker, distributor, vendor, customer or maintenance Contracts which annual rental exceeds involve consideration in excess of Five Thousand Dollars ($50,0005,000.00) per year or Twenty-Five Thousand Dollars ($25,000.00) in the aggregate; (ix) contract other Contract or group of related contracts Contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance continuing over a period of more than one year and involves a sum in excess of six (6) months from the date or dates thereof, not terminable by Seller upon thirty (30) days or less notice without penalty or involving more than Ten Thousand Dollars ($50,000 per year10,000.00); (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract Contract which prohibits it Seller from freely engaging in business the Business anywhere in the world; (xi) Contract relating to the marketing, advertising or promotion of Seller’s products or services; (xii) franchise or agency Contracts; (xiii) Contract with any Affiliate of Seller; (xiv) Contract that provides for the indemnification of any employee of Seller; or (xv) other agreement Contract material to HI the Business, whether or not entered into in the ordinary course Ordinary Course of businessBusiness. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 No Contract has been breached in any material respect or canceled cancelled by the other party since June 30, 1999thereto, (ii) HI Seller has performed in all material respects all of the obligations under each Contract required to be performed to date by HI in connection with the contracts Seller and there is no material breach of or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any such contract or commitment required to be disclosed on the Schedule 5.11any event which, upon giving of notice or lapse of time or both, would constitute such a breach or default, and (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11each Contract is legal, valid, binding, enforceable and in full force and effect, and will continue as such following the consummation of the transactions contemplated hereby (iv) HI subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws and subject to the application of specific performance and other equitable principles). Seller has no knowledge of any material breach or anticipated material breach by any party heretofore delivered to any contract specific on Schedule 5.11. (c) HI has provided the Investor with Purchaser a true and correct copy of all Contracts (and a true and correct written contracts which are referred to on Schedule 5.11 which have been requested by Investorsdescription of all oral Contracts), together with all amendments, exhibits, attachments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.114.12(a), HI no Seller Entity is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract with any labor unionunion or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, phantom stock, stock appreciation, stock option or similar plan or practice, whether formal or informal; , or any severance agreement or arrangement; (ii) management agreement, contract for the employment of any officer, partner, individual employee or group of employees or other person on a full-time, part-time or consulting basis or providing for the payment of any severance agreements; cash or other compensation in excess of $50,000 annually or benefits upon the sale of the Business; (iii) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of the such Seller Entity’s assets or letter of HI; credit arrangements; (iv) agreements with respects respect to the lending or investing of funds; DocuSign Envelope ID: 527E44C1-3B8F-43DC-92D2-5F1F96B5B037 (v) guaranty of any obligation for borrowed money inbound or otherwise, other than endorsements made for collection; (vi) outbound license or royalty agreements except those entered into or other contracts with respect to any Proprietary Rights; (vi) lease or agreement under which such Seller Entity 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 in the ordinary course of business; aggregate; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; (viii) lease or agreement under which HI such Seller Entity is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for such Seller Entity; (viii) distributor, vendor, customer or maintenance agreements which annual rental exceeds involve consideration in excess of $50,000; 50,000 annually; (ix) other 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 furnishing or receipt of services which either calls for performance continuing over a period of more than one year and involves a sum in excess of $50,000 per year; twelve months from the date or dates thereof, not terminable by such Seller Entity upon thirty (x30) contract relating to the distribution, marketing days’ or sales of its products less notice without penalty or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; 25,000 in the aggregate; (xix) franchise agreements, (xii) contract agreement which prohibits it such Seller Entity from freely engaging in business anywhere in the world; world or that otherwise restricts any activities of any Seller Entity (including any co-existence or other agreement that restricts the use of any Proprietary Rights and any agreements that include “most-favored-nations” or similar provisions); (xi) agreement relating to the marketing, advertising or promotion of such Seller Entity’s products or services; (xii) franchise or agency agreements; (xiii) agreements relating to ownership of or investments in any other business or enterprise, including investments in joint ventures and minority equity investments; (xiv) agreement material to HI with any Governmental Authority; (xv) agreement not entered into in the ordinary course Ordinary Course of Business or that is material to the business, financial condition, results of operations or prospects of such Seller Entity which such Seller Entity makes or receives annual payments of not less than $25,000 in the aggregate; or (xvi) agreement with any Insider or any individual related by marriage or adoption to any such Insider or any entity in which any such Person owns any beneficial interest. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.114.12(b), (i) no contract or commitment required to be disclosed on Schedule 5.11 Material Contract has been breached or canceled cancelled by the other party since June 30thereto, 1999or to the knowledge of the Seller Parties, breached in any material respect by the other party thereto, (ii) HI each Seller Entity has performed in all material respects all of the obligations under each Material Contract required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, such Seller Entity and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.there DocuSign Envelope ID: 527E44C1-3B8F-43DC-92D2-5F1F96B5B037

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Schedule 4.2, the attached Schedule 5.11, HI Company is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract Contract with any labor unionunion 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 Contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; agreements involving annual compensation in excess of $100,000; (iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of the assets of HI; its assets; (iv) agreements with respects respect to the lending or investing of funds; ; (v) license or royalty agreements; (vi) guaranty of any obligation for borrowed money or otherwiseobligation, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; ; (vii) lease or agreement under which HI it is lessee of, or holds or operates, any personal property owned by any other party calling for which annual rental exceeds payments in excess of $50,000; (viii) lease 10,000 annually or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; it; (ixviii) contract Contract or group of related contracts Contracts with the same party for the purchase or sale of raw materials, commodities, 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 one year and (except if such Contracts do not involve a sum in excess of $10,000 annually) or involves a sum in excess of $50,000 per year; 10,000; (xix) contract relating to Contract or group of related Contracts with the distributionsame party continuing over a period of more than six months from the date or dates thereof, marketing not terminable by it on 30 days or sales of its products less notice without penalties or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; 10,000; (xix) franchise agreements, (xii) contract Contract which prohibits it from freely engaging in business anywhere in the world; (xi) Contract relating to the distribution, marketing or sales of its products; (xii) agreements, Contracts or understandings pursuant to which the Company subcontracts work to third parties; or or (xiii) any other agreement material to HI it, whether or not entered into in the ordinary course Ordinary Course of businessBusiness. (b) Except as specifically contemplated by this Agreementdisclosed in Schedule 4.2, or disclosed on Schedule 5.11, (i) no contract Contract or commitment required to be disclosed on Schedule 5.11 4.2 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11party, and there is not in receipt of no basis to reasonably expect an anticipated breach by any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant other party to any contract Contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.114.2. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically expressly contemplated by this Agreement and except or as set forth on the attached Schedule 5.11Contracts Schedule, HI and other than franchise agreements and store lease agreements (which the parties agree need not be listed on the Contracts Schedule) neither the Company nor any of its Subsidiaries is not a party to or bound by, whether by any written or oral, any: : (i) Contract with any vendor involving annual consideration in the aggregate in excess of $100,000. (ii) Contract with any customer involving annual consideration in the aggregate in excess of $200,000. (iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, whether formal or informal; severance agreements, programs, policies or arrangements; (iiiv) contract for relating to (A) loans to officers, directors or Affiliates (other than inter-company debt among the Company and a Subsidiary or between Subsidiaries of the Company), or (B) employment of (or consulting arrangement with) any officer, individual executive officer or any other employee or group of employees or other person on a full-time, part-time or consulting basis consultant earning more than $150,000 per year; (v) contract under which the Company or any severance agreements; of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (iiivi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the assets Company or any of HI; (iv) agreements with respects to the lending or investing of funds; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; its Subsidiaries; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; Guaranty; (viii) lease or agreement under which HI the Company or any of its Subsidiaries is lessor lessee of or permits any third party to hold holds or operate operates any property, real or personal, owned by any other party, except for any lease of real or controlled by it for personal property under which the aggregate annual rental exceeds payments do not exceed $50,000; 200,000; (ix) contract contracts or group agreements which involve any exclusivity, requirements clauses or similar right or obligation of related contracts any party thereto (including without limitation territorial exclusivity); (x) agreement with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period term of more than one year six months which is not terminable by the Company or any of its Subsidiaries upon less than thirty (30) days’ notice without penalty and involves a sum consideration in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; 100,000 annually; (xi) franchise agreements, (xii) contract which prohibits it or agreement prohibiting the Company or the Company Subsidiaries from freely engaging in any business or competing anywhere in the world; or or (xiiixii) any other agreement which is material to HI not entered into its operations and business prospects or involves a consideration in the ordinary course excess of business$100,000 annually. (b) Except as specifically contemplated by this AgreementTo the knowledge of the Company, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by each of the other party since June 30, 1999, (ii) HI Company and its Subsidiaries has performed in all material respects all of the obligations required to be performed by HI it in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, all material respects and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11the Contracts Schedule. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.08, Schedule 4.09, Schedule 4.11(a) or Schedule 4.16(a), neither the attached Schedule 5.11, HI Company nor any of its Subsidiaries is not a party to to, nor are any assets or properties of the Company or any of its Subsidiaries bound by, whether written or oralsubject to, any: (i) collective bargaining agreement bonus, pension, profit sharing, retirement or contract other form of deferred compensation plan which may provide compensation or benefits of at least $100,000 or which when aggregated with any labor union, whether formal all such other plans not included on such schedules may provide compensation or informalbenefits of at least $500,000; (ii) stock purchase, stock option, stock appreciation or similar plan; (iii) contract for the employment or engagement as a consultant of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis involving an annual compensation commitment by the Company or any severance agreementsof its Subsidiaries in excess of $100,000; (iiiiv) contract, agreement or indenture relating to the borrowing Indebtedness in excess of money $1,000,000 or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of HI; (iv) agreements with respects to the lending or investing of fundsCompany's assets; (v) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collectionin excess of $1,000,000; (vi) license or royalty agreements except those entered into in the ordinary course of business; (vii) lease lease, contract or agreement under which HI it is lessee of, or holds or operates, any personal property owned by any other party party, for which the annual rental exceeds $50,000; 100,000, (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (ixvii) contract or group of related contracts with the same party for the purchase of inventories, supplies or sale services, under which the undelivered balance of raw materialssuch inventories, commodities, supplies, products supplies or other personal property or for the furnishing or receipt of services which either calls for performance over has a period of more than one year and involves a sum selling price in excess of $50,000 per year100,000, other than contracts which are terminable by the Company or one of its Subsidiaries upon 30 days' notice or less without the payment of any termination fee or penalty; (xviii) contract relating to or group of related contracts with the distribution, marketing or sales same party for the sale of its products or services (including under which the undelivered balance of such products or services has a sales price in excess of $100,000, other than contracts to provide advertising allowances which are terminable by the Company or promotional services) involving more than $50,000 per yearone of its Subsidiaries upon 30 days' notice or less without the payment of any termination fee or penalty; (xi) franchise agreements, (xiiix) contract which prohibits it or limits the Company or a Subsidiary in any material respect from freely engaging in business in the United States or anywhere else in the world; (x) joint venture, partnership or (xiii) any other agreement material to HI not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no strategic alliance contract or commitment required agreement relating to be disclosed on Schedule 5.11 has been breached the assets, properties or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all business of the obligations required Company or any of its Subsidiaries or by or to be performed by HI in connection with the contracts which any of them or commitments required to be disclosed on the Schedule 5.11any of their assets or properties are bound or subject; (xi) distribution, sales representative and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct copy of all written contracts which are referred to on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes thereto.sales agency

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.113.12(a) or Schedule 3.15(a), HI no Entity is not a party party, or subject, to or bound by, whether written or oral, any: : (i) collective bargaining agreement relating to any completed or contract with any labor unionpending business acquisition or divestiture since January 1, whether formal or informal; 2014; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock option or similar plan; (iv) contract (I) for the employment of any officer, individual employee or group other person, (II) providing for the payment of employees any cash or other person on a full-timecompensation or benefits upon the consummation of the transactions contemplated hereby, part-time or consulting basis (III) that provides severance or other benefits for any severance agreements; person; (iiiv) agreement under which any Entity created, incurred or indenture relating to the borrowing of money assumed any Indebtedness (including any conditional sales agreement, sale-leaseback or to capitalized lease) or mortgaging, pledging or otherwise granting or placing a Lien on any portion of the assets of HI; any Entity’s assets, other than as identified in Schedule 3.21; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, Indebtedness (except pursuant to which any Entity guaranties any Indebtedness of any other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of business; Entity); (vii) lease or agreement under which HI it is lessee of, of or holds or operates, operates any personal property owned by any other party Person, for which the annual rental exceeds $50,000; ; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000; ; (ix) contract or group of related contracts with the same party for the purchase or sale by any Entity of raw materials, commodities, supplies, products or other personal property or for services, under which the furnishing or receipt undelivered balance of such products and services which either calls for performance over has a period of more than one year and involves a sum purchase price in excess of $50,000 per year; (x) contract relating to the distribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; (xi) franchise agreements, (xii) contract which prohibits it from freely engaging in business anywhere 100,000 in the world; or aggregate (xiii) any other agreement material to HI not than purchase orders and transportation contracts entered into in the ordinary course of business); (x) contract or group of related contracts with the same party for the sale by any Entity of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000 in the aggregate (other than sales orders and transportation contracts entered into in the ordinary course of business); (xi) any other contract, lease or agreement that cannot be canceled by any Entity without penalty or further payment or obligation and without more than thirty (30) days' notice and with remaining fixed payments in excess of $50,000 in the aggregate; (xii) agreement containing covenants that in any way purport to restrict the right of any Entity to engage in its current line of business, engage in any line of business, compete with any Person, or solicit customers; (xiii) hedging arrangement or forward, swap, derivatives or futures contract; (xiv) fuel purchasing contract; (xv) joint venture, partnership, franchise, joint marketing agreement or any other similar contract or agreement (including sharing of profits, losses, costs or liabilities by any Entity with any other Person); (xvi) material licensing agreement or other material contract or agreement with respect to Intellectual Property, including material contracts or agreements with current or former employees, consultants or contractors regarding the appropriation or non-disclosure of any Intellectual Property; (xvii) agreement under which any Entity has made loans or advances to any other Person, and such advances or loans remain outstanding, except advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees and independent contractors of any Entity in the ordinary course of business; (xviii) contract or agreement with any consultant or employee or any current or former officer, director, stockholder or Affiliate of any Entity; (xix) settlement, conciliation or similar agreement, the performance of which will involve payment after the date of this Agreement of consideration in excess of $50,000 or governmental monitoring, consent decree or reporting responsibilities; (xx) any contract or agreement, not otherwise covered by the foregoing, that is otherwise material to any Entities, taken as a whole, except for contracts or agreements entered into in the ordinary course of business; or (xxi) any amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.113.12(b), each Entity has made available to Buyer a true, correct and complete copy of each written agreement set forth on Schedule 3.12(a) or Schedule 3.15(a), including all modifications and amendments thereto, and has made available to Buyer a true, correct and complete written summary of each oral agreement listed on Schedule 3.12(a) or Schedule 3.15(a). Except as set forth on Schedule 3.12(b), with respect to each agreement set forth on Schedule 3.12(a) or Schedule 3.15(a), such agreement: (i) is valid, binding and in full force and effect in all material respects; (ii) will remain unmodified and in full force and effect immediately after the Closing without any right on the part of any counterparty, including with the passage of time or notice, or both, to terminate, modify or impose any penalty as a result of the transactions contemplated hereby; (iii) is and will remain, including with the passage of time or notice, or both, immediately after the Closing enforceable by each Entity party thereto in accordance with its respective terms; and (iv) HI has no knowledge of Entity, nor, to the Sellers’ Knowledge, any other party, is in material breach or anticipated material breach by default under such agreement. No Entity has received any written notice (or to the Sellers' Knowledge, any other notice) of the intention of any party to terminate any contract specific agreement listed on Schedule 5.113.12(a). (c) HI has provided Schedule 3.12(c) sets forth a list of the Investor transportation contracts with the ten (10) largest customers (by consolidated revenue) of the Entities for 2019 (based upon the most recent calendar month end prior to the Closing), true, correct and complete copies of which, including all modifications and amendments thereto, have been made available to Buyer (collectively, "Customer Contracts"), and no Entity, nor, to the Sellers’ Knowledge, any other party, is in material breach or default under any such contract. Other than customary notice to an Entity that the Entity must bid to continue to provide services to a true and correct copy customer as part of all written contracts which are referred to the customer’s normal bid cycles or as set forth on Schedule 5.11 which have been requested 3.12(c), no Entity has received notice from any of the fifty (50) largest customers (by Investorsconsolidated revenue) of the Entities for 2019 (based upon the most recent calendar month prior to Closing) or their Affiliates that such customer or its Affiliates intends to terminate, together with all amendmentssubstantially modify, waivers fail to renew, or reduce volumes substantially. (d) No Entity, nor, to the Sellers’ Knowledge, any other changes theretoparty, to the twenty-five (25) largest vendor or supplier contracts (by consolidated expenses) of the Entities for 2019 (based upon the most recent calendar month prior to Closing), is in material breach or default under any such contract. No Entity has received written notice (or to Sellers' Knowledge, any other notice) from any vendor that such vendor intends to terminate, substantially modify, fail to renew or reduce volumes substantially under any such vendor contract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached Schedule 5.11Contracts Schedule, HI neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: any written: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) contract for the employment involving payments of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreements; (iii) agreement or indenture more than $500,000 per year and relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any of the assets assets, other than Permitted Liens; (ii) contract for joint ventures; (iii) contract providing for severance, retention, change of HI; control or other similar payments involving payments in excess of $100,000; (iv) agreements with respects license or royalty agreement involving expected payments of more than $500,000 in any 12 months covered by such license or agreement; (v) contract that, to the lending or investing knowledge of funds; the Company, would impose any restrictions upon the ability of the Company and its Subsidiaries from freely engaging in their businesses anywhere in the world; (vvi) guaranty of any obligation for borrowed money or otherwise, of any Person (other than endorsements the Company or its Subsidiaries); (vii) contract relating to the supply, manufacturing, distribution, marketing, advertising or promotion of products or services (whether by the Company or its Subsidiaries or for the Company or its Subsidiaries) involving in any such case payments of more than $3,000,000 per year (other than sales or purchases made for collection; (vi) license or royalty agreements except those entered into pursuant to purchase orders in the ordinary course of business; (vii) lease or agreement under which HI is lessee of, or holds or operates, any personal property owned by any other party for which annual rental exceeds $50,000; ); (viii) lease or agreement under which HI is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which annual rental exceeds $50,000; (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 furnishing or receipt of services which either calls for performance over a period of more than one year and involves a sum in excess of $50,000 per year; (x) contract relating to the distribution, marketing pending acquisition or sales sale of its products a business having a fair market value in excess of $1,000,000; (ix) consulting agreement providing for payments thereunder in excess of $250,000 in the aggregate; or (x) contract under which a Person (other than the Company or services (including contracts to provide advertising allowances any Subsidiary) is advanced or promotional services) involving more than loaned an amount exceeding $50,000 per year300,000; or (xi) franchise agreements, (xii) contract which prohibits it from freely engaging is a “material contract” as that term is defined in business anywhere in Item 601(b)(10) of Regulation S-K of the world; or (xiii) any other agreement material to HI not entered into in the ordinary course of businessSEC. (b) Except as specifically contemplated by this Agreement, Neither the Company nor any of its Subsidiaries is in material violation of or disclosed on Schedule 5.11, in material default under (inor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) no any contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11attached Contracts Schedule, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract except as set forth on Schedule 5.11, and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11the attached Contracts Schedule. (c) HI The Company has provided the Investor with a made available to Buyer true and correct copy copies of all written contracts which are referred to listed on Schedule 5.11 which have been requested by Investors, together with all amendments, waivers or other changes theretothe attached Contracts Schedule.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in the attached Schedule 5.11, HI "Contracts Schedule," Seller ------------------ is not a party to or bound by, whether by any written or oral, any: : (i) collective bargaining agreement or contract with any labor union, whether formal union or informal; (ii) written contract for the employment of any officer, individual employee or group of employees or other person Person on a full-time, part-time or consulting basis or any severance agreements; basis; (iiiii) agreement or indenture relating to the borrowing of money money, mortgaging, pledging or to otherwise placing a Lien on any of the assets of HI; Purchased Assets; (iviii) agreements agreement or commitment with respects respect to the lending or investing investment of funds; funds to or in other persons or entities; (viv) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into collection in the ordinary course of business; ; (viiv) lease or agreement under which HI it is lessee of, or lessor of or holds or operates, operates any personal property owned by any other party for which the annual rental exceeds $50,000; 10,000; (viiivi) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $10,000; (vii) contract or group of related contracts or orders with the same party for the purchase or sale of products under which the undelivered balance of such products or services has a price in excess of $50,000; ; (viii) contract relating to the supply or distribution of Seller's products; (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 furnishing or receipt of services which either calls for performance continuing over a period of more than one year and involves a sum in excess of $50,000 per year; six (6) months from the date or dates thereof that is not terminable by each party thereto on thirty (30) days or less notice without penalty; (x) contract relating to the distribution, marketing license or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000 per year; royalty agreement; (xi) franchise agreementsagreement, arrangement or understanding with any officer, director, partner, stockholder or other insider or Affiliate of Seller (other than for employment in customary terms); (xii) contract which prohibits it from freely engaging in business anywhere in the world; or or (xiii) any other agreement material to HI the Business or the Purchased Assets, whether or not entered into in the ordinary course of business. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11in the Contracts Schedule, (i) to Seller's Knowledge no contract or commitment required to be disclosed on Schedule 5.11 included in the Purchase Assets has been breached in any material respect or canceled by the other party since June 30, 1999that has not been duly cured or reinstated, (ii) HI Seller has performed in all material respects performed all of the its obligations required to be performed by HI in connection with it under such contracts and commitments to the contracts or commitments required to be disclosed on the Schedule 5.11, date of this Agreement and is not in receipt of any written claim of default under any such contract or commitment required to be disclosed on the Schedule 5.11commitment, (iii) HI no event has no present expectation occurred which with the passage of time or intention the giving of not fully performing notice or both would result in a breach or default under any obligation pursuant to any such contract set forth on Schedule 5.11or commitment, and (iv) HI Seller has no knowledge Knowledge of any material breach or anticipated material breach by any other party to any such contract or commitment and (v) to Seller's Knowledge, Seller is not a party to any contract specific on Schedule 5.11or contracts which, individually or in the aggregate, could have a Material Adverse Effect. (c) HI Buyer has provided the Investor been supplied with a true and correct copy of all written contracts which are referred to as specified on Schedule 5.11 which have been requested by Investorsthe Contracts Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.12, and except for agreements entered into by the attached Schedule 5.11Company after the date hereof in accordance with Section 6.01, HI the Company is not currently a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) written bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or group of employees or other person on a full-time, part-time or consulting basis or any severance agreementsproviding for base salary compensation in excess of $200,000 per annum; (iiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of HIthe Company; (iv) agreements with respects to the lending or investing of funds; (vvi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vi) license or royalty agreements except those entered into in the ordinary course of businessmaterial guaranty; (vii) lease or agreement under which HI it is lessee of, or holds or operates, operates any personal property owned by any other party party, for which the annual rental exceeds $50,000250,000; (viii) lease or agreement under which HI it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $50,000250,000; (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 furnishing or receipt of services which either calls provide for performance over a period of more than one year and involves a sum annual payments by the Company in excess of $50,000 per year300,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (x) contract agreements relating to any completed material business acquisition by the distribution, marketing or sales of its products or services Company within the last three (including contracts to provide advertising allowances or promotional services3) involving more than $50,000 per yearyears; (xi) franchise agreements, contract or group of related contracts with a client or customer that provides annual net revenues (defined solely for this clause (xi) as the gross merchant discount rate less interchange) (based on the trailing twelve-month period ending on the date of the Latest Balance Sheet) to the Company in excess of $900,000; (xii) material license or royalty agreement relating to the use of any third party intellectual property other than commercially available off-the-shelf software licenses; (xiii) contract which prohibits it the Company from freely engaging in business anywhere in the world; or (xiiixiv) any other agreement material relating to HI not entered into the provision of merchant processing or settlement services involving consideration from the Company in excess of $300,000 for the ordinary course 12- month period ending on the date of businessthe Latest Balance Sheet. (b) Except as specifically contemplated by this Agreement, or disclosed on Schedule 5.11, (i) no contract or commitment required to be disclosed on Schedule 5.11 has been breached or canceled by the other party since June 30, 1999, (ii) HI has performed in all material respects all of the obligations required to be performed by HI in connection with the contracts or commitments required to be disclosed on the Schedule 5.11, and is not in receipt of any claim of default under any contract or commitment required to be disclosed on the Schedule 5.11, (iii) HI has no present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 5.114.12, the Purchaser either has been supplied with, or has been given access to, a true, correct and (iv) HI has no knowledge of any material breach or anticipated material breach by any party to any contract specific on Schedule 5.11. (c) HI has provided the Investor with a true and correct complete copy of all written contracts which are referred to on Schedule 5.11 4.12. There are no non-written contracts which, but for the fact that they are non-written, would otherwise be contained on the Schedule 4.12. There are no non-written amendments or modifications to any contract contained on Schedule 4.12. (c) Each contract listed on Schedule 4.12 is in full force and effect, is a legal, valid and binding agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company is not in material default under any contract listed on Schedule 4.12. (d) Except as set forth on Schedule 4.12, as of November 1, 2013, neither the Company nor, to the Company’s Knowledge, any party to any Merchant Agreement, is in default in any material respect of any Merchant Agreement except for those parties to Merchant Agreements (i) for which have a reserve account has been requested established by InvestorsCompany or its processor; or (ii) an ACH reject for the merchant’s settlement has occurred; (e) Except as set forth on Schedule 4.12, together as of the date hereof, there are no suits or proceedings pending, or, to the Company’s Knowledge, threatened against the Company, at law or in equity, before any Governmental Entity related to any Merchant Agreement. As of the date of this Agreement, to the Knowledge of the Company, no Merchant has (i) informed the Company in writing that it intends, after the date of this Agreement, to cease or materially alter, in a manner adverse to the Company, such Merchant’s relationship with all amendmentsthe Company or (ii) threatened in writing to terminate any Merchant Agreement; (f) Except as set forth on Schedule 4.12(f), waivers to the Company’s Knowledge, no Merchant is, as of the date hereof, the subject of any bankruptcy or other changes theretoinsolvency proceeding before any Governmental Entity; (g) Except as set forth on Schedule 4.12, to the Knowledge of the Company, there exists no outstanding or threatened fine or penalty to Company from a Card Association arising out of or relating to a Merchant Agreement; and (h) Neither the Company nor, to the Company’s Knowledge, any party to any Reseller Agreement, is in default in any material respect of any Reseller Agreement.